Database
| ero_ID | Date | Title | Applicable Legislative Provisions | Link to Document on OSC Website | Lexata's AI-Generated Summary |
|---|---|---|---|---|---|
| 38.987 | 2021-01-04 | Cequence Energy Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss.1(10)(a)(ii). Citation: Re Cequence Energy Ltd., 2020 ABASC 174 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cequence-energy-ltd | The Securities Commission has granted an order for Cequence Energy Ltd. to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. The decision is based on several key points: 1. Cequence Energy Ltd. is not an OTC reporting issuer and has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 2. Its securities are not traded on any public marketplace in Canada or elsewhere. 3. The company is undergoing restructuring under the Companies' Creditors Arrangement Act (CCAA), with its common shares delisted from the Toronto Stock Exchange and a plan of compromise and arrangement approved by creditors and sanctioned by the court. 4. Post-restructuring, the company will become privately held, with its previously issued equity securities canceled and new shares issued to new shareholders. 5. Cequence Energy Ltd. is not in default of any reporting obligations except for the failure to file certain financial documents due to the restructuring process. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order reflects the regulators' satisfaction that the company meets the legislative requirements to cease being a reporting issuer. |
| 38.986 | 2021-01-05 | CI Investments Inc et al. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.6(1)(a)(i), 15.6(1)(b), 15.6(1)(d), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a), 15.8(3)(a.1), 15.1.1(a), 15.1.1(b), and 19.1. Items 2 and 4 of Appendix F Investment Risk Classification Methodology to National Instrument 81-102 Investment Funds. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss 2.1 and 6.1. National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 3B.2, and 19.1. Item 2, Item 4(2)(a), Instructions of Item 4, and Item 5 of Part I, and Item 1.3 of Part II, of Form 41-101F4 Information Required in an ETF Facts Document. Items 5(b), 9.1(b) and 13.2 of Part B of Form 81-101F1 Contents of Simplified Prospectus. Item 17.2 of Form 41-101F2 Information Required in an Investment Fund Prospectus. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1. Items 3.1(1), 3.1(7), 3.1(8), 3.1(13), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-et-al-20 | The Securities Commission granted exemptive relief to the ETF series of new alternative mutual funds, allowing them to use the past performance, financial data, start date, trading and pricing information, and ETF expenses of corresponding Terminating ETFs in their sales communications, simplified prospectus, ETF facts document, and management reports of fund performance. Additionally, the past performance of the Terminating ETFs can be used to determine the risk level of the new funds. The decision was made under various sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 41-101 General Prospectus Requirements, and National Instrument 81-106 Investment Fund Continuous Disclosure. The relief was granted to facilitate the reorganization of Terminating ETFs into corresponding ETF series of new alternative mutual funds, which have the same investment objectives, strategies, and fees as the Terminating ETFs. Unitholders of the Terminating ETFs will become unitholders of the ETF Series of the corresponding new alternative mutual funds following the reorganization. The Commission's decision was based on the belief that this approach would not mislead investors and would provide them with complete and accurate information to make informed investment decisions. The relief is conditional upon the inclusion of specific disclosures about the mergers and the use of past performance data in accordance with Part 15 of NI 81-102. The decision aims to make the mergers seamless for investors and to avoid confusion, ensuring that investors have access to significant historical data to assist in their investment decisions. |
| 38.985 | 2021-01-06 | GE Capital Canada Funding Company and General Electric Company | National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 58-101 Corporate Governance Practices, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ge-capital-canada-funding-company-and-general-electric-company | The Securities Commission has granted an exemption to GE Capital Canada Funding Company (GE Canada) and General Electric Company (GE) from certain continuous disclosure, certification, audit committee, and corporate governance requirements, subject to conditions. The exemption was given because GE Canada, a subsidiary of GE, does not meet the specific condition of compiling consolidated summary financial information for non-credit supporter subsidiaries that represent more than 3% of consolidated operations. The exemption is based on several factors, including GE Canada's status as a reporting issuer, its limited operations beyond managing its debt securities, and the undue burden that would be imposed by the requirement to provide certain tabular disclosures. GE Canada is primarily a funding entity for its Canadian affiliates and has no intention to issue additional notes beyond the outstanding tranches. The relief is contingent upon GE Canada and GE continuing to meet all other conditions set forth in Section 13.4(2) of National Instrument 51-102, except for the specific requirement they are unable to fulfill. Additionally, GE must disclose any significant restrictions on obtaining funds from subsidiaries and the nature and amount of restricted net assets. The relevant legislative provisions underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, National Instrument 52-110 Audit Committees, and National Instrument 58-101 Corporate Governance Practices. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. |
| 38.982 | 2021-01-07 | Allianz Investment Management U.S. LLC | Securities Act, R.S.O., c. S.5, as am., ss. 25(3) and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/allianz-investment-management-us-llc | The Ontario Securities Commission (OSC) granted an exemption to Allianz Investment Management U.S. LLC from the adviser registration requirements under subsection 25(3) of the Ontario Securities Act. The exemption allows the company to provide investment advice and portfolio management services to its Canadian affiliate in Ontario without registration, under certain conditions. The key points of the decision are: 1. Allianz Investment Management U.S. LLC is part of the Allianz Group and is affiliated with a Canadian insurance company regulated by the Office of the Superintendent of Financial Institutions. The company does not have an office or employees in Canada and provides services exclusively to Allianz Group entities. 2. The company is not required to register as an adviser in the U.S. since it only advises Allianz Group entities and does not provide services to external clients. 3. The international adviser registration exemption does not apply to the company's advice on Canadian portfolio assets of the Canadian affiliate because the advice is not incidental to advice on foreign securities. 4. The Canadian affiliate does not employ individuals to provide investment advice on its Canadian portfolio assets and intends to outsource this function to Allianz Investment Management U.S. LLC. 5. The Canadian portfolio assets managed by the company are owned by the Canadian affiliate, with no external stakeholders in Ontario or elsewhere directly affected by the investment advice. 6. Subsection 74(1) of the Securities Act allows the OSC to exempt a person or company from section 25 if it is not prejudicial to the public interest. The OSC ruled that the exemption is granted with the conditions that the company provides advice and services only to its affiliates that are authorized to operate as insurance companies in Canada or are holding companies with the principal activity of holding securities of such affiliates. The exemption will remain valid as long as the affiliates remain affiliated with the company and are considered "permitted clients" as defined in National Instrument 31-103. The decision was made in the public interest and was issued on December 22, 2020, by Commissioners Lawrence Haber and Craig Hayman of the Ontario Securities Commission. |
| 38.983 | 2021-01-07 | SouthGobi Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/southgobi-resources-ltd | The Securities Commission has granted a partial revocation of a cease trade order (CTO) that was initially imposed on an issuer due to its failure to file audited annual financial statements. The issuer, a company under British Columbia law with its head office in the province, is a reporting issuer in all Canadian provinces. Its securities were cease traded after it did not meet the filing deadline for its 2019 financial statements and subsequent interim statements, largely due to COVID-19 related disruptions affecting the audit process. The issuer sought the partial revocation to amend an existing deferral agreement related to payments owed under a convertible debenture agreement with Land Breeze II S.A.r.l, a subsidiary of China Investment Corporation. The partial revocation was necessary to allow the issuer to undertake certain corporate actions, including entering into a new deferral agreement, potentially issuing common shares, and seeking shareholder approval and acceptance by the Toronto Stock Exchange (TSX). The commission's decision to grant the partial revocation was based on representations by the issuer that the deferral agreement would enhance its ability to continue as a going concern, address auditors' concerns, provide time to secure additional capital or support, and work towards an unmodified audit opinion on its 2019 financial statements. This would enable the issuer to remedy its filing defaults and apply for a full revocation of the CTO. The partial revocation was granted under the conditions that the issuer would provide copies of the CTO and the partial revocation order to Land Breeze and Fullbloom, obtain signed acknowledgments from them, and rely on the exemption in Section 2.37 of National Instrument 45-106 for the deferral agreement. The decision was made in accordance with sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5) and National Policy 11-207, which govern failure-to-file cease trade orders and revocations in multiple jurisdictions. The outcome permits the issuer to complete the corporate actions necessary to amend the deferral agreement. |
| 38.984 | 2021-01-07 | Rockwell Diamonds Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rockwell-diamonds-inc | The Ontario Securities Commission has revoked a cease trade order against an issuer after the issuer rectified its previous failures to file required continuous disclosure materials. The cease trade order was initially issued because the issuer did not submit its audited annual financial statements, management's discussion and analysis (MD&A), and certifications for the year ended February 28, 2018, within the mandated timeframe. Additional filings were also missed subsequently. The issuer has since updated all outstanding continuous disclosure documents, including interim financial statements and MD&A for various periods, as well as the initially missed documents. The issuer has also settled all necessary fees and updated its profiles on SEDAR and SEDI. The issuer is not in default of any other obligations under the Securities Act (Ontario) or related regulations, except for the existence of the cease trade order itself. The issuer has provided assurances that, except for a potential going private transaction with a director, it will not undertake certain transactions without complying with prospectus requirements and obtaining regulatory approval. Based on these remedial actions and assurances, the Ontario Securities Commission has determined that the conditions for revoking the cease trade order have been met under the relevant provisions of the Securities Act (R.S.O. 1990, c. S.5, as amended) and National Policy 11-207. Consequently, the cease trade order has been lifted. |
| 38.975 | 2021-01-08 | GURU Organic Energy Corp. -- s. 4(b) of Ont. Reg. 289/00 under the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B. 16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guru-organic-energy-corp-s-4b-ont-reg-28900-under-obca | The Ontario Securities Commission (OSC) has granted consent to GURU Organic Energy Corp., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue into another jurisdiction under the Canada Business Corporations Act (CBCA). This decision is based on the corporation's application and representations, which include its intent to relocate its registered office from Ontario to Quebec, where its principal place of business is located. The corporation's management believes this move is in the best interest of the company, as the rights, duties, and obligations under the CBCA are substantially similar to those under the OBCA. GURU Organic Energy Corp. is a reporting issuer in Ontario, British Columbia, and Alberta and intends to apply for reporting issuer status in Quebec post-continuance. The OSC, as the principal regulator, has determined that granting consent for the continuance would not be prejudicial to the public interest. The corporation is not in default under any relevant securities legislation or TSX rules, nor is it subject to any related proceedings. The shareholders of the corporation have authorized the continuance with a 100% approval vote at a special meeting, with no dissenting shareholders. The decision is underpinned by section 181 of the OBCA, which governs the continuance of corporations into other jurisdictions, and subsection 4(b) of Ontario Regulation 289/00, which requires the OSC's consent for such applications. The consent was issued on January 8, 2021. |
| 38.976 | 2021-01-08 | Tat Merger Sub LLC | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tat-merger-sub-llc | The Securities Commission has granted an order for TAT Merger Sub LLC (the Filer) to cease being a reporting issuer under applicable securities laws. The decision is based on the Filer's application and representations that: 1. It is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. It has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. It is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria outlined in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the Multilateral Instrument 11-102 Passport System. Consequently, the order to cease the Filer's reporting issuer status has been granted. |
| 38.977 | 2021-01-08 | Pacgen Life Science Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pacgen-life-science-corporation | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer in Canada. The issuer, incorporated under British Columbia law with its head office in Vancouver, had its common shares previously traded on the TSX Venture Exchange. Following a statutory plan of arrangement, all issued and outstanding common shares were acquired by a select group, leading to the delisting of the shares from the exchange. The issuer is not an OTC reporting issuer and has fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. No securities are traded on any public marketplaces. The issuer was in default for not filing interim financial statements and related management's discussion and analysis, as well as the certification of interim filings. However, it is not in default of any other securities legislation. The decision to grant the order was based on the issuer meeting the criteria set out in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario), and the relevant policies, including National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order signifies that the issuer has ceased to be a reporting issuer in all Canadian jurisdictions where it previously had this status. |
| 38.978 | 2021-01-08 | Australis Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 140(1) and 140(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/australis-capital-inc | The Securities Commission granted an issuer's request to keep a previously filed management information circular confidential indefinitely, as permitted by law. The circular in question, filed on SEDAR on October 13, 2020, contained inaccuracies and outdated information that could mislead shareholders and potentially prejudice certain individuals named incorrectly as dissident shareholder director nominees. A corrected circular was filed the following day, and the British Columbia Securities Commission temporarily marked the incorrect version as private pending a decision. The Commission determined that the incorrect circular's availability could cause market confusion and that its confidentiality would not adversely affect investors or their decisions. The decision was made under section 140(2) of the Securities Act (Ontario), balancing the need for public access to information against the potential harm of disseminating misleading details. The issuer acknowledged that despite the decision, the incorrect circular might still be available in the public domain. |
| 38.979 | 2021-01-08 | Pacgen Life Science Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pacgen-life-science-corporation-0 | The Securities Commission has granted an application by a corporation for an order to cease being a reporting issuer. The corporation, incorporated under British Columbia law with its head office in Vancouver, completed a statutory plan of arrangement resulting in its common shares being acquired by a limited group of shareholders and subsequently delisted from the TSX Venture Exchange. The corporation is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. No securities are traded on any market in Canada or internationally. The corporation was not in compliance with securities legislation due to the failure to file certain interim financial documents but was otherwise not in default. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision was based on the corporation meeting the criteria set out in the relevant legislation and regulations, including the absence of a significant number of securityholders and the lack of public trading of its securities. |
| 38.980 | 2021-01-08 | Australis Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 140(1) and 140(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/australis-capital-inc-0 | The Ontario Securities Commission granted an issuer's request to keep a management information circular, which contained inaccuracies and outdated information, confidential for an indefinite period. The issuer had filed the incorrect circular on SEDAR, which included misleading information about the slate of dissident nominee directors. This could potentially confuse investors and prejudice the interests of the inaccurately named individuals. To rectify the situation, the issuer filed a corrected circular and requested that the incorrect version be kept private. The Securities Commission agreed that the incorrect circular's confidentiality outweighed the principle of public access, as its disclosure was not in the public interest and would not affect investment decisions. The decision was based on the Securities Act (Ontario), sections 140(1) and 140(2), and the issuer was not in default of any securities legislation. The corrected circular superseded the incorrect one, and keeping the latter private would not harm the public or investors. |
| 38.981 | 2021-01-08 | Novoheart Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/novoheart-holdings-inc | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, incorporated in Alberta and continued in British Columbia, is not an OTC reporting issuer and has fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. Its securities are not traded on any marketplace, and it has delisted from the TSX Venture Exchange and the Frankfurt Stock Exchange. The issuer is in default for not filing certain continuous disclosure documents but is otherwise not in default of securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The outcome is that the issuer has ceased to be a reporting issuer in Canada. |
| 38.974 | 2021-01-11 | Rocky Mountain Equipment Alberta Ltd. | Securities Act, R.S.A., 2000, c. S-4, s. 153. Citation: Re Rocky Mountain Equipment Alberta Ltd., 2021 ABASC 2 January 11, 2021 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rocky-mountain-equipment-alberta-ltd | The Securities Commission has granted an order for Rocky Mountain Equipment Alberta Ltd. (formerly Rocky Mountain Dealerships Inc.) to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision is based on the company's application and several key representations: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions. 5. The company is not in default of any securities legislation. The order is supported by the Alberta Securities Commission as the principal regulator and is consistent with the securities legislation of Alberta and Ontario, as well as the Multilateral Instrument 11-102 Passport System. The decision is made under the authority of section 153 of the Securities Act (R.S.A., 2000, c. S-4) and aligns with the test set out in the legislation for ceasing to be a reporting issuer. |
| 38.970 | 2021-01-15 | Terrace Global Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/terrace-global-inc | The Securities Commission has granted an application by an issuer to cease being a reporting issuer under securities legislation. The decision is based on the issuer meeting specific criteria, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, with no securities traded on any public marketplace. The issuer is not in default of any securities legislation. The order is supported by the Ontario Securities Commission as the principal regulator, in accordance with National Policy 11-206 and the relevant provisions of the Securities Act and Multilateral Instrument 11-102. |
| 38.971 | 2021-01-15 | Northview Canadian High Yield Residential Fund | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northview-canadian-high-yield-residential-fund | The Ontario Securities Commission granted an exemption to a closed-end unincorporated trust (the Filer) from the requirement to include certain historical financial information in a business acquisition report (BAR) for recently acquired properties. The exemption was granted under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), which normally requires detailed financial disclosure for significant acquisitions. The Filer, a reporting issuer in multiple Canadian jurisdictions, had acquired properties for which it could not obtain complete historical financial information. However, it was able to provide alternative financial disclosures that were deemed adequate for investors to understand the impact of the acquisitions on the Filer's financial condition and performance. The Filer was required to include or incorporate by reference the alternative financial disclosures in the BAR, which consisted of various financial statements and an independent fair market value appraisal. These disclosures were considered sufficient to meet the legislative requirements and investor needs, despite the absence of certain historical financial data for the period prior to the acquisition dates of the recently acquired properties. The decision was based on the principle that the provided information would not be materially misleading and would allow investors to make informed decisions. The exemption was contingent on the inclusion of the alternative financial disclosures in the BAR. |
| 38.972 | 2021-01-15 | BlackRock Asset Management Canada Limited | National Instrument 81-102 Investment Funds, ss. 6.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blackrock-asset-management-canada-limited-7 | The Ontario Securities Commission granted an exemption to BlackRock Asset Management Canada Limited and its managed funds, including the iShares Gold Bullion ETF and the iShares Silver Bullion ETF, from the requirement that all portfolio assets of an investment fund be held by a single custodian. This exemption, under subsection 6.1(1) of National Instrument 81-102 Investment Funds (NI 81-102), allows each fund to appoint multiple custodians, provided they qualify under section 6.2 of NI 81-102 and comply with all other custodial requirements. The exemption was sought due to operational challenges and the need for specialized custody services for bullion assets. BlackRock intends to appoint State Street Trust Company Canada for non-bullion assets and CIBC Mellon Trust Company as bullion custodian, with the Royal Canadian Mint and potentially International Depository Services of Canada as sub-custodians. The decision was conditioned on the funds having a single entity to reconcile all portfolio assets and provide valuation services, maintaining operational systems for proper asset reconciliation among custodians, and each additional custodian acting only for the assets transferred to it. This exemption aims to enhance operational efficiency and access to experienced custodians without compromising the safety of the funds' assets. The details of the custodial arrangements will be disclosed in the funds' prospectus at the next annual renewal. |
| 38.965 | 2021-01-19 | Brattle Street Investment Corp. | National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, ss. 3.3(1)(a), 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brattle-street-investment-corp | The Securities Commission has granted an exemption to an issuer from the requirement that audited financial statements must be accompanied by an auditor's report expressing an unmodified opinion, as per National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. This decision was made in the context of an acquisition where the target company's auditors, appointed in September 2020, could not observe physical inventory counts from earlier dates. Despite this, the auditors were able to perform alternative procedures for the year-end 2019 and the December 31, 2018 closing balance, but could not confirm the opening inventory figures for 2018, leading to a modified opinion. The exemption was granted under the condition that the target company includes in its Information Circular the audited annual financial statements for the year ended December 31, 2019, with an unmodified audit opinion, and the reviewed interim financial statements for the nine-month period ended September 30, 2020. The only modification in the auditor's report should be related to the inventory qualification for the specified periods. This decision is based on the understanding that the target's business is not seasonal and that the exemption is necessary for the issuer to obtain approval for the acquisition and to comply with the requirements of the securities legislation. The principal regulator concluded that the exemption meets the test set out in the legislation. |
| 38.966 | 2021-01-19 | Starlight Investments Capital LP | National Instrument 81-102 Investment Funds, ss. 2.2(1)(a), 2.5(2)(a), and 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/starlight-investments-capital-lp-1 | The Securities Commission has granted an exemption to certain investment funds managed by Starlight Investments Capital LP, allowing them to invest in related underlying investment funds that are not reporting issuers and are not subject to National Instrument 81-102 (NI 81-102). This exemption is subject to several conditions, including third-party valuation of the underlying funds' private equity investments, approval by an Independent Review Committee (IRC), and compliance with illiquid asset restrictions. Key points of the decision include: - The exemption allows the investment funds (referred to as Top Funds) to invest in securities of related underlying pooled funds beyond the typical 10% limit of voting or equity securities and despite the underlying funds not being subject to NI 81-102 or being reporting issuers. - The underlying pooled funds are primarily invested in illiquid real estate and infrastructure securities and are valued monthly, with quarterly redemption opportunities. - The exemption is conditional on no duplicate fees being charged, transparency in reporting to investors, and IRC oversight and approval of investments. - The Top Funds' prospectus must disclose the potential for investment in the underlying pooled funds, and the funds must maintain detailed records of transactions involving the related underlying pooled funds. The decision is underpinned by sections 2.2(1)(a), 2.5(2)(a), 2.5(2)(c), and 19.1 of NI 81-102, as well as the requirements of National Instrument 81-107 regarding IRCs. The Ontario Securities Commission is the principal regulator for the application, and the exemption applies across multiple Canadian jurisdictions. |
| 38.967 | 2021-01-19 | Power Financial Corporation and Power Corporation of Canada | National Instrument 51-102, Parts 4, 5, 6, 7 and 8, ss. 11.6, 12.1(1) and 12.2(1). National Instrument 52-109. National Instrument 44-101, ss. 2.2(d), 2.2(e), and 84. National Instrument 44-102, ss. 2.2(1) and 2.2(3)(b)(i)(ii)(iii). Form 44-101F1, ss 6.1, 11.1(1), and 11.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/power-financial-corporation-and-power-corporation-canada | Summary: The Securities Commission has granted Power Financial Corporation (the Filer) an exemption from various continuous disclosure obligations on the condition that its parent company, Power Corporation of Canada (PCC), complies with all of its own continuous disclosure obligations. The exemptions apply to the requirements for filing annual financial statements, interim financial reports, management's discussion and analysis (MD&A), annual information forms (AIFs), material change reports, business acquisition reports (BARs), and executive compensation disclosure. The Filer is also exempted from certain short form prospectus eligibility requirements and content requirements, provided that PCC meets specific conditions. These exemptions are contingent on PCC maintaining its status as a reporting issuer, not being a venture issuer, and continuing to own all voting and equity securities of the Filer. Additionally, PCC's business must remain substantially the same as the Filer's, with no material operations, assets, or liabilities outside of its holdings in the Filer. The exemptions are based on the premise that PCC's continuous disclosure documents, which include the Filer's financial information, are filed under both PCC's and the Filer's profiles on the System for Electronic Document Analysis and Retrieval (SEDAR). The Filer must also ensure that Canadian-resident registered holders of its publicly distributed securities receive all continuous disclosure materials that PCC provides to its security holders. The decision is supported by various securities regulations, including National Instrument 51-102 (Continuous Disclosure Obligations), National Instrument 52-109 (Certification of Disclosure in Issuers' Annual and Interim Filings), National Instrument 44-101 (Short Form Prospectus Distributions), and National Instrument 44-102 (Shelf Distributions). The exemptions are conditional upon the Filer and PCC meeting the requirements set out in the decision, which include specific provisions for the filing of documents, disclosure of material changes, and maintenance of certain financial ratios. The decision was made by the Autorité des marchés financiers as the principal regulator, with the agreement of the securities regulatory authority in Ontario, and is applicable across multiple Canadian jurisdictions. |
| 38.968 | 2021-01-19 | Algonquin Capital Corporation | National Instrument 31-103 Registration Requirements and Exemptions, ss. 13.5 and 15.1. National Instrument 81-102 Investment Funds -- ss. 4.2(1), 6.1, 6.8.1, and 19.1. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/algonquin-capital-corporation-1 | The Securities Commission granted exemptive relief from certain self-dealing provisions to allow inter-fund trades in debt securities between investment funds and pooled funds managed by the same manager or its affiliates. The relief is subject to conditions, including approval from an independent review committee (IRC). The decision also permits the use of more than one custodian for investment funds, which is typically restricted, and allows in-specie subscriptions and redemptions by managed accounts and pooled funds under certain conditions. The key regulations involved are: - National Instrument 81-102 Investment Funds (NI 81-102), specifically subsections 4.2(1) (self-dealing prohibition), 6.1 (custodian requirements), and 6.8.1 (short sale collateral requirements). - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), particularly paragraph 13.5(2)(b) (conflict of interest provisions). - National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107), which outlines the role and requirements of the IRC. The outcome allows for operational flexibility and potential cost savings for the funds involved, provided they adhere to the conditions set forth to ensure fair dealing and the best interests of fund investors. The decision was made under the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. |
| 38.969 | 2021-01-19 | Starlight Investments Capital LP | National Instrument 81-102 Investment Funds, ss. 2.2(1)(a), 2.5(2)(a), and 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/starlight-investments-capital-lp-1 | The Securities Commission has granted an exemption to certain investment funds managed by Starlight Investments Capital LP, allowing them to invest in securities of related underlying investment funds that are not reporting issuers and are not subject to National Instrument 81-102 (NI 81-102). This exemption is contingent upon several conditions, including third-party valuation of the underlying funds, approval from an Independent Review Committee (IRC), and compliance with other specified conditions. Key points of the decision include: 1. The exemption allows the investment funds (referred to as Top Funds) to exceed the usual 10% limit on holding voting or equity securities of an underlying pooled fund. 2. The underlying pooled funds are not subject to NI 81-102 and are not reporting issuers. 3. The Top Funds' investments in the underlying pooled funds must be valued by a third-party administrator. 4. The Top Funds must comply with the illiquid asset restriction in section 2.4 of NI 81-102. 5. No duplicate fees for sales, redemptions, management, or incentive services are permitted. 6. The Top Funds must disclose their investments in the underlying pooled funds to investors. 7. The IRC must review and approve the Top Funds' investments in the underlying pooled funds. 8. The Top Funds must maintain records of transactions involving the underlying pooled funds. The decision is based on the belief that the exemption is in the best interests of the Top Funds and is consistent with the principles of the securities legislation. The exemption is subject to ongoing compliance with the conditions set forth in the decision. |
| 38.964 | 2021-01-21 | Eastmain Resources Inc. – s. 1(6) of the OBCA | Business Corporations Act, R.S.O. 1990, c. B. 16, as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF EASTMAIN RESOURCES INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/eastmain-resources-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Eastmain Resources Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it has no plans to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission determined that granting this order would not be against the public interest. The decision was made on January 21, 2021, and is supported by the relevant provisions of the OBCA. |
| 38.963 | 2021-01-22 | ITOK Capital Corp. -- s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/itok-capital-corp-s-144-0 | The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) against ITOK Capital Corp. (the Filer), a reporting issuer in Ontario, British Columbia, and Alberta. The CTO was originally issued due to the Filer's failure to file its continuous disclosure materials as required by Ontario securities law, specifically its audited annual financial statements and accompanying management's discussion and analysis (MD&A) for the year ended December 31, 2012, and subsequent financial documents. The Filer has since remedied the defaults by updating its continuous disclosure filings on the System for Electronic Document Analysis and Retrieval (SEDAR). However, certain documents for specific periods, referred to as the Outstanding Filings, have not been filed. The Filer requested that the Commission not require these Outstanding Filings, in accordance with National Policy 12-202. Additionally, the Filer has provided an undertaking that it will not complete certain transactions involving material underlying businesses not located in Canada unless it files a preliminary and final prospectus with the OSC and obtains the necessary receipts. The Commission, upon reviewing the application and considering the public interest, has ordered the revocation of the CTO under section 144 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended. The decision was made on the basis that the Filer has updated its continuous disclosure except for the Outstanding Filings, paid all required fees, and is not in default of any other obligations under the Act. The revocation is contingent on the Filer holding an annual meeting of shareholders within three months and complying with the undertaking regarding transactions involving foreign businesses. The order to revoke the CTO was issued on January 22, 2021. |
| 38.961 | 2021-01-26 | Horizons ETFS Management (Canada) Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-et-al-7 | The Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc. (the Filer) on behalf of Horizons Active Emerging Markets Dividend ETF and Horizons Active US Dividend ETF (the Proposed Merging Funds), allowing for an extension of the prospectus lapse date. This extension aligns with the timing of a proposed merger of the funds into Horizons Active Global Dividend ETF (the Continuing Fund). Key points include: - The Filer is a registered investment fund manager and the Proposed Merging Funds are exchange-traded funds (ETFs) under Ontario law and reporting issuers in Canada. - The prospectus lapse date for the Proposed Merging Funds was January 29, 2021. Without a new prospectus or exemption, securities distribution would cease. - The Filer plans to merge the Proposed Merging Funds into the Continuing Fund, subject to regulatory and unitholder approval. - The Independent Review Committee has reviewed the merger for conflict of interest and found it fair and reasonable. - The Filer intends to continue securities distribution from the lapse date to the merger date, to maintain market operations. - If the merger does not receive approval, the exemption allows time to file a new prospectus for the Proposed Merging Funds. - There have been no material changes in the affairs of the Proposed Merging Funds since the last prospectus. - The exemption will not compromise the accuracy of information in the prospectus or affect public interest. The decision is based on Section 62(5) of the Securities Act and is supported by the fact that the extension will not be prejudicial to the public interest. The exemption allows the Proposed Merging Funds to continue operations without interruption until the proposed merger is completed. |
| 38.962 | 2021-01-26 | Invesco Canada Ltd. | National Instrument 81-102 Investment Funds, ss. 2.2(1)(a), 2.5(2)(a) and (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invesco-canada-ltd-22 | The Securities Commission granted an exemption to mutual funds managed by Invesco Canada Ltd. from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest in U.S.-listed exchange-traded funds (ETFs) that are not index participation units (IPUs) and are subject to the United States Investment Company Act of 1940. The key provisions from which relief was granted are: 1. Paragraph 2.2(1)(a) (Control Restriction): This allows a fund to invest in a U.S. ETF without being limited by the 10% voting or equity securities ownership cap. 2. Paragraph 2.5(2)(a): This permits investment in U.S. ETFs that are not governed by NI 81-102. 3. Paragraph 2.5(2)(c): This allows investment in U.S. ETFs that are not reporting issuers in Canada. The exemption is subject to conditions ensuring that the mutual funds do not indirectly engage in activities they could not do directly under NI 81-102. Investments in U.S. ETFs are capped at 10% of a fund's net asset value. The funds must not short sell U.S. ETF securities, and each U.S. ETF must be listed on a recognized U.S. exchange and in good standing under the Investment Company Act. Additionally, the prospectus of each fund must disclose the exemption and the terms under which they can invest in U.S. ETFs. The decision was made considering the benefits of greater choice, diversification, and potential for enhanced returns for the funds, as well as the efficient and cost-effective means of gaining exposure to certain asset classes through U.S. ETFs. The exemption was granted based on the test set out in the Legislation, which the principal regulator found to be satisfied. |
| 38.959 | 2021-01-29 | Eagle Energy Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10), 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/eagle-energy-inc | The Securities Commission has granted an order for Eagle Energy Inc. to cease being a reporting issuer, following an application under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Alberta Securities Commission acted as the principal regulator, with Ontario and other Canadian jurisdictions involved. Eagle Energy Inc., an Alberta corporation, underwent a reorganization after its main lender, White Oak Global Advisors, LLC, initiated receivership due to the company's financial difficulties. This reorganization resulted in the issuance of new Class A shares to EEI HoldCo, LLC, a company indirectly owned by funds managed by White Oak, in exchange for settling secured creditor claims. All other securities were canceled, leaving EEI as the sole shareholder. The company was under a failure-to-file cease trade order (FFCTO) for not submitting required continuous disclosure materials. Although it did not remedy these defaults, it concurrently applied for the revocation of the FFCTO and to cease being a reporting issuer. The company had no intention of seeking public financing or maintaining a market for its securities. The decision to grant the order was based on the company's compliance with the conditions set out in the relevant securities legislation, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, no public trading of its securities, and no intention to seek public financing or maintain a market for its securities. The order was made under the authority of sections 1(10), 127, and 144 of the Securities Act (Ontario) and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. With this order, Eagle Energy Inc. is no longer a reporting issuer in any Canadian jurisdiction. |
| 38.960 | 2021-01-29 | Tempered Investment Management Ltd | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tempered-investment-management-ltd | The Securities Commission has granted an exemption to a financial management firm from certain self-dealing restrictions under National Instrument 31-103 (NI 31-103), specifically section 13.5(2)(b), which prohibits registered advisers from causing investment portfolios they manage to trade securities with associated portfolios. This exemption allows for: 1. Inter-fund trades between pooled funds managed by the firm and discretionary accounts managed by the firm, provided these trades are consistent with the investment objectives of the funds or accounts, have been approved by an independent review committee (IRC) or equivalent, and occur at the current market price or the last sale price. 2. In-specie purchases and redemptions of fund units or shares using portfolio securities between managed accounts and pooled funds, with the condition that the managed account client has authorized such transactions, the IRC has approved the transaction, and the next account statement describes the securities and their value. 3. In-specie purchases and redemptions of fund units or shares using portfolio securities between pooled funds, under the oversight of the IRC and without compensation to the filer. The exemption is subject to several conditions, including IRC approval, consistency with investment objectives, proper documentation, and valuation of securities at market price. The decision also allows for inter-fund trades involving exchange-traded securities to be executed at the last sale price as defined in the Universal Market Integrity Rules. The Commission's decision is based on the belief that the exemption will benefit the funds and managed accounts by providing cost and timing efficiencies, and that the transactions will be conducted in the best interests of the clients. The exemption is granted under the authority of the applicable legislative provisions, including sections 13.5(2)(b) and 15.1 of NI 31-103, and is subject to the conditions outlined in the decision. |
| 38.958 | 2021-02-02 | ENMAX Corporation | Securities Act, R.S.A., 2000, c. S-4, s. 144. Citation: Re ENMAX Corporation, 2021 ABASC 12 February 2, 2021 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/enmax-corporation | The Securities Commission granted an exemption from the prospectus requirement for ENMAX Corporation's trades of commercial paper/short-term debt instruments. This exemption was necessary because the instruments did not meet the minimum credit rating condition required by section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions. Previously, ENMAX's notes had a sufficient rating, but a downgrade in March 2020 disqualified them from the standard exemption. The exemption is subject to several conditions: the notes must not be convertible or exchangeable into other securities, must not be a securitized product, and must have a rating at or above specified levels from recognized rating organizations. Sales must be made to accredited investors (Canadian Qualified Purchasers) and through registered investment dealers (Canadian Dealers). These dealers must ensure that sales are only made to qualified purchasers. This decision is based on the Securities Act, R.S.A., 2000, c. S-4, s. 144, and is set to expire on December 31, 2025. The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions under the Multilateral Instrument 11-102 Passport System. |
| 38.955 | 2021-02-03 | Pepcap Resources, Inc. and PPX Mining Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pepcap-resources-inc-and-ppx-mining-corp | The Securities Commission has revoked a cease trade order against an issuer following the issuer's compliance with required continuous disclosure filings. The initial cease trade order was issued due to the issuer's failure to file annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended September 30, 2020, as mandated by Ontario securities law. After the issuer remedied the defaults by updating their continuous disclosure filings, the Commission decided to lift the cease trade order. The decision was made under the authority of Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The revocation allows trading of the issuer's securities to resume, subject to certain conditions that remain in effect for beneficial securityholders who are not insiders or control persons and who acquired securities before the cease trade order. These conditions include the ability to sell securities only through a foreign organized regulated market and via an investment dealer registered in Canada in accordance with applicable securities legislation. |
| 38.956 | 2021-02-03 | Franklin Templeton Investments Corp. and Franklin Global Aggregate Bond Fund | Securities Act, R.S.O. 1990, c. S. 5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-and-franklin-global-aggregate-bond-fund | The Securities Commission granted an extension of the lapse date for the prospectus of the Franklin Global Aggregate Bond Fund (the Fund), managed by Franklin Templeton Investments Corp. (the Filer). The extension aligns the Fund's prospectus renewal with that of other funds managed by the Filer, facilitating operational efficiency and cost savings. Key points include: - The Filer is a registered investment fund manager and is not in default of any securities legislation. - The Fund is an open-ended mutual fund trust and a reporting issuer in Canada, with its securities currently distributed under a prospectus dated April 27, 2020. - The original lapse date for the prospectus was April 27, 2021. The Filer sought to extend this to June 26, 2021, to coincide with the renewal of the prospectus for other Franklin Templeton Funds. - The extension is minimal and not seen as disadvantageous to investors. - No material changes have occurred in the Fund's affairs since the current prospectus, which continues to provide accurate information. - Should any material changes occur, the prospectus will be amended as required by legislation. - The extension will not affect the currency or accuracy of the information in the prospectus, nor will it prejudice the public interest. The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with the public interest and securities legislation requirements. The extension was granted, allowing the Fund to renew its prospectus on the administratively beneficial date, thereby aligning with the renewal of other funds managed by the Filer. |
| 38.957 | 2021-02-03 | Ninepoint Partners LP and Ninepoint Concentrated Canadian Equity Fund | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1), 5.7(1)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-and-ninepoint-concentrated-canadian-equity-fund | The Securities Commission has approved an application for the merger of Ninepoint Concentrated Canadian Equity Fund (Terminating Fund) into Ninepoint Convertible Securities Fund (Continuing Fund), under the condition that unitholder approval is obtained. This decision was made under section 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102), which governs investment fund mergers. The merger required approval because it did not meet all the pre-approval criteria in section 5.6 of NI 81-102. Specifically, the investment objectives and fee structures of the two funds were not substantially similar, and the merger would not qualify as a tax-deferred exchange under the Income Tax Act (Canada). The Terminating Fund aims to provide long-term capital appreciation through a concentrated portfolio of Canadian equity securities, while the Continuing Fund seeks to provide income and long-term capital appreciation by investing in convertible securities. Post-merger, Series F unitholders of the Terminating Fund will face a 0.5% higher management fee and an incentive fee in the Continuing Fund. The merger will be conducted on a taxable basis, with only 1% of the Terminating Fund's unitholders expected to be in an unrealized gain position. The Independent Review Committee (IRC) provided a positive recommendation for the merger, considering it fair and reasonable. Adequate disclosure was provided to the Terminating Fund's unitholders, including tax implications, differences in investment objectives, fee structures, and the IRC's recommendation. The merger is anticipated to streamline product offerings, reduce administrative costs, potentially increase portfolio diversification, and offer unitholders flexibility and potential cost savings. The merger is expected to occur on or about March 19, 2021, with the Terminating Fund to be wound up within 60 days thereafter. The decision was made by the Ontario Securities Commission, acting as the principal regulator, and is based on the application and representations made by Ninepoint Partners LP, the investment fund manager for both funds. |
| 38.953 | 2021-02-04 | Blackrock Asset Management Canada Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blackrock-asset-management-canada-limited-6 | The Securities Commission has granted an application by BlackRock Asset Management Canada Limited (the Filer) on behalf of certain exchange-traded mutual funds (the ETFs) for an extension of the prospectus lapse date. The extension is for 92 days, aligning the lapse date of the ETFs' current prospectus with that of another set of funds managed by the Filer, the iShares Funds, under the iShares Funds Prospectus. The Filer sought this extension under subsection 62(5) of the Securities Act (Ontario) to consolidate the prospectuses of the ETFs and the iShares Funds, aiming to streamline operations and reduce costs. The ETFs' prospectus was initially set to lapse on March 26, 2021, but with the granted relief, the new lapse date will be as if it were June 26, 2021. The Filer argued that without the extension, they would have to renew the prospectuses twice in a short period, which would be costly and not beneficial to investors. They assured that there had been no material changes in the ETFs' affairs since the current prospectus issuance, and any material changes would result in amendments as required by law. The Commission concluded that the extension would not compromise the accuracy of the information in the current prospectus or the ETF Facts documents and would not be prejudicial to the public interest. Therefore, the extension was granted without conditions. |
| 38.951 | 2021-02-05 | SLGI Asset Management Inc. | National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/slgi-asset-management-inc-0 | The Securities Commission has granted an exemption to SLGI Asset Management Inc. from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement stipulates that a simplified prospectus for an alternative mutual fund must not be consolidated with a simplified prospectus of another mutual fund if the other mutual fund is not an alternative mutual fund. The exemption allows SLGI Asset Management Inc. to consolidate the simplified prospectus of alternative mutual funds with those of conventional mutual funds, which are not alternative mutual funds, for which SLGI Asset Management Inc. or an affiliate acts as the investment fund manager. The rationale behind this decision is to reduce renewal, printing, and related costs, streamline disclosure across the fund platform, and facilitate easier comparison of features between alternative and conventional funds for investors. The decision is based on representations from SLGI Asset Management Inc. that include their compliance with securities legislation, the operational and administrative commonalities between the alternative and conventional funds, and the continued provision of fund facts documents to investors as required by law. The exemption is also justified by the lack of a similar provision to subsection 5.1(4) of NI 81-101 in National Instrument 41-101 General Prospectus Requirements (NI 41-101), which governs exchange-traded funds (ETFs), allowing for consolidation of prospectuses for ETFs that are alternative mutual funds with those that are conventional mutual funds. The principal regulator concluded that the exemption meets the test set out in the legislation and granted the exemption sought by SLGI Asset Management Inc. |
| 38.952 | 2021-02-05 | Terrace Global Inc. – s. 1(6) of the OBCA | Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/terrace-global-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) determining that Terrace Global Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it has no plans to seek public financing through securities offerings, and it was previously granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting this order would not be against the public interest. The legal framework for this decision includes the OBCA and the relevant securities regulations, including National Policy 11-206 concerning the process for ceasing to be a reporting issuer. |
| 38.948 | 2021-02-11 | Mackenzie Financial Corporation and Mackenzie Global Sustainable Bond Fund | National Instrument 81-102 -- Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-and-mackenzie-global-sustainable-bond-fund | The Securities Commission granted an exemption to a global fixed income fund, allowing it to invest beyond the standard 10% net asset value limit in debt securities issued or guaranteed by foreign supranational agencies or governments. The exemption permits investments of up to 20% for AA-rated securities and up to 35% for AAA-rated securities, with the condition that these percentages cannot be combined for any single issuer. This decision is based on National Instrument 81-102 - Investment Funds, specifically section 19.1, which allows for exemptions from the concentration restriction outlined in subsection 2.1(1). The fund, managed by Mackenzie Financial Corporation, aims to provide moderate capital growth by focusing on sustainable and responsible fixed-income securities worldwide. The exemption was granted under the condition that the securities are traded on mature and liquid markets, align with the fund's fundamental investment objectives, and that the fund's Simplified Prospectus clearly discloses the associated risks of concentration and the nature, terms, and conditions of the exemption. The decision was made with the understanding that the exemption would enable the fund to better achieve its investment objectives, thus benefiting investors. |
| 38.949 | 2021-02-11 | TMAC Resources Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tmac-resources-inc | The Ontario Securities Commission (OSC) granted an application by TMAC Resources Inc. for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The application was processed using the OSC as the principal regulator and was made in accordance with the Process for Cease to be a Reporting Issuer Applications, with the intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces and territories. The decision was based on several key representations made by TMAC Resources Inc.: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 security holders worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in default of any securities legislation in any jurisdiction. The OSC concluded that the application met the legislative requirements for the company to cease being a reporting issuer and therefore granted the requested order. |
| 38.947 | 2021-02-13 | Monarch Gold Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., ss.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/monarch-gold-corporation | The Securities Commission has granted an order for Monarch Gold Corporation (the Filer) to cease being a reporting issuer in Canada. This decision follows the Filer's application under the securities legislation, supported by the fact that all its issued and outstanding shares are owned by Yamana Gold Inc. (Yamana), which is also a reporting issuer. The Filer has completed a court-approved plan of arrangement, resulting in Yamana acquiring all Filer Shares and the issuance of additional Yamana and SpinCo shares. The Filer's shares were delisted from the Toronto Stock Exchange, and its only outstanding securities are warrants not held by Yamana. The Filer is not in default of any securities legislation and has no plans for public financing or issuing new securities, except to Yamana or its affiliates. The order is based on the Filer meeting the legislative requirements, including the lack of necessity for public disclosure by warrant holders and the absence of any trading of the Filer's securities on public marketplaces. The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments such as National Policy 11-206, National Instrument 51-102, and Multilateral Instrument 11-102. The order effectively removes the Filer's reporting issuer obligations in all Canadian jurisdictions where it previously held this status. |
| 38.945 | 2021-02-17 | Haltain Developments Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/haltain-developments-corp | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Haltain Developments Corp. The CTOs were initially enacted because the issuer failed to file certain required continuous disclosure materials. The issuer has since remedied these defaults by updating their continuous disclosure filings. The revocation decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 127 and 144, and in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The British Columbia Securities Commission, as the principal regulator, and the Ontario Securities Commission both agreed to the revocation of the CTOs. The decision reflects the regulators' satisfaction that the issuer has met the necessary conditions for revocation as set out in the applicable legislation. The order to revoke the CTOs was made on February 17, 2021. |
| 38.946 | 2021-02-17 | Flagship Communities Real Estate Investment Trust | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/flagship-communities-real-estate-investment-trust-1 | The Securities Commission granted an exemption to a real estate investment trust (the Filer) from the requirement to file a business acquisition report (BAR) for two separate acquisitions that were deemed not significant from a practical, commercial, business, or financial perspective, despite meeting the technical thresholds for significance under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The acquisitions in question involved the purchase of three manufactured housing communities in Evansville, Indiana, and two in Dry Ridge, Kentucky, for approximately US$9.0 million and US$2.5 million, respectively. The Filer, established in Ontario and listed on the Toronto Stock Exchange, had not completed a full fiscal year and its most recent financial statements did not reflect the closing of its initial public offering (IPO) or the acquisition of its initial portfolio. Consequently, the acquisitions met the technical criteria for significance under Part 8 of NI 51-102, which would typically require the filing of a BAR. However, the Filer argued that the acquisitions were not significant in a practical sense, as they represented only a small percentage of the Filer's actual assets and lot count. The Commission agreed with this assessment and granted the exemption, also exempting the Filer from disclosing each acquisition as a significant acquisition in a short form prospectus under National Instrument 44-101 - Short Form Prospectus. The decision was made in accordance with Section 13.1 of NI 51-102 and Section 8.1 of National Instrument 44-101, and it was facilitated by the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemption was also recognized across multiple Canadian jurisdictions through Multilateral Instrument 11-102 Passport System. |
| 38.943 | 2021-02-18 | TMAC Resources Inc. -- s. 1(6) of the OBCA | Business Corporations Act, R.S.O. 1990, c. B. 16 as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF TMAC RESOURCES INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tmac-resources-inc-s-16-obca-0 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that TMAC Resources Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it has no plans to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission determined that granting this order would not be prejudicial to the public interest. The decision was made in accordance with the OBCA and related securities regulations, including National Policy 11-206. The order was dated February 18, 2021. |
| 38.944 | 2021-02-18 | TMAC Resources Inc. -- s. 1(6) of the OBCA | Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF TMAC RESOURCES INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tmac-resources-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) determining that TMAC Resources Inc. (the Applicant) is deemed to have ceased offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it does not intend to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting this order would not be contrary to the public interest. The decision was made in accordance with the OBCA and related securities regulations, including National Policy 11-206 regarding the process for ceasing to be a reporting issuer. The order was dated February 18, 2021. |
| 38.941 | 2021-02-19 | Revelo Resources Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/revelo-resources-corp | The Securities Commission granted an order for Revelo Resources Corp. to cease being a reporting issuer under applicable securities laws. The decision was based on the company meeting several conditions: it was not an OTC reporting issuer, had fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also applied to Ontario through the Multilateral Instrument 11-102 Passport System. |
| 38.942 | 2021-02-19 | Connor, Clark & Lunn Funds Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/connor-clark-lunn-funds-inc | The Securities Commission granted an eight-day extension to the lapse date of the prospectus for certain mutual funds managed by Connor, Clark & Lunn Funds Inc. This decision allows the funds to continue distributing units without interruption. The extension was sought due to an inadvertent miscalculation of the filing deadline for the renewal prospectus, which resulted in a one-day delay. The Commission determined that the extension would not compromise the accuracy or relevance of the information in the current prospectus and that there was no material investor harm caused by the delay. The decision was made under the authority of section 62(5) of the Securities Act (Ontario) and in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The outcome enables the funds to finalize and file their prospectus by the new lapse date without incurring additional costs, and it also provides administrative and operational efficiencies for the manager. |
| 38.938 | 2021-02-22 | Horizons ETFs Management (Canada) Inc. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-6 | The Securities Commission approved a merger application involving investment funds under the management of Horizons ETFs Management (Canada) Inc. The application sought approval for the merger of two terminating funds, Horizons Active Emerging Markets Dividend ETF (HAJ) and Horizons Active US Dividend ETF (HAU), into the Horizons Active Global Dividend ETF (Continuing Fund). The approval was necessary as the proposed mergers did not meet all pre-approval criteria outlined in National Instrument 81-102 Investment Funds (NI 81-102), specifically regarding the similarity of investment objectives and fee structures between the terminating funds and the continuing fund. The key facts include: - The Filer is the manager of all funds involved and is registered as an investment fund manager, portfolio manager, exempt market dealer, commodity trading adviser, and commodity trading manager in various Canadian jurisdictions. - All funds are established under Ontario law and are exchange-traded mutual funds listed on the Toronto Stock Exchange (TSX). - The funds are in compliance with securities legislation and follow standard investment restrictions and practices, except where exemptions have been granted. - The investment objectives of the terminating funds and the continuing fund are similar but not substantially similar, as required by NI 81-102. - The fee structures are similar, with HAJ and the Continuing Fund charging a management fee of 0.65% of NAV, while HAU charges 0.55%. - The mergers were subject to review by the independent review committee (IRC) of each fund, which determined the mergers would achieve a fair and reasonable result for the terminating funds. - Unitholders of the terminating funds were to vote on the mergers, with no meeting required for the continuing fund unitholders. - The Filer utilized a notice-and-access procedure for the meeting, providing unitholders with a document that included a link to the management information circular. - The mergers were intended to occur in March 2021, with the terminating funds' assets transferred to the continuing fund in exchange for units of the continuing fund. The decision was made under the securities legislation of Ontario, relying on sections 5.5(1)(b), 5.6(1), 5.7(1)(b), and 19.1(2) of NI 81-102, and was contingent upon the prior approval of the unitholders of the terminating funds. The principal regulator concluded that the mergers met the legislative test for approval, provided that the unitholders' consent was obtained. |
| 38.939 | 2021-02-22 | Vanguard Investments Canada Inc. | National Instrument 81-102 Investment Funds, ss.15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vanguard-investments-canada-inc-8 | The Securities Commission granted an exemption to Vanguard Investments Canada Inc. from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding sales communications. Specifically, the exemption allows the mutual funds managed by Vanguard or its affiliates to reference FundGrade A+ Awards and FundGrade Ratings in their sales communications without adhering to the standard performance data matching and timing requirements stipulated in paragraphs 15.3(4)(c) and (f) of NI 81-102. Under normal circumstances, NI 81-102 requires that any performance rating or ranking included in sales communications must match the standard performance data periods (excluding the period since inception) and be up-to-date within specific time frames. However, the FundGrade Ratings and A+ Awards, provided by Fundata Canada Inc., do not align with these requirements as they are based on different time periods and are not updated within the prescribed time frames. The exemption was granted on the condition that the sales communications comply with other aspects of Part 15 of NI 81-102 and include clear disclosures about the nature of the FundGrade Ratings and A+ Awards, the number of funds in the category, the rating entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the A+ Awards referenced must not be more than 365 days old, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made in accordance with section 19.1 of NI 81-102, which allows for exemptions from the instrument's requirements, and the process was facilitated by the Multilateral Instrument 11-102 Passport System, with the Ontario Securities Commission acting as the principal regulator. |
| 38.940 | 2021-02-22 | Horizons ETFS Management (Canada) Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-4 | The Securities Commission has granted an application for lapse date extensions for thirteen exchange-traded funds (ETFs) managed by the same investment fund manager. The extensions vary between 24 and 109 days for four different prospectuses, allowing the manager to consolidate these prospectuses with others under their management. This consolidation aims to streamline disclosure, simplify investor comparisons, and reduce costs associated with renewals and printing. The decision is grounded in subsection 62(5) of the Securities Act (Ontario), which allows for such extensions. The ETFs in question are all established under Ontario law and are reporting issuers across Canadian jurisdictions. They are currently distributed under prospectuses with lapse dates ranging from March to July 2021. The manager has other ETFs with lapse dates in May, June, and August 2021, and seeks to synchronize the prospectuses to facilitate a more efficient distribution and management process. The Commission agreed that there have been no material changes in the affairs of the ETFs since their last prospectus filings, and any future material changes will prompt necessary amendments as required by law. The Commission concluded that the extensions would not compromise the accuracy of the information in the prospectuses and would not be against the public interest. Therefore, the exemption sought was granted. |
| 38.936 | 2021-02-24 | Cronos Group Inc. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1, 9.1.5 and 13.1. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, ss. 2.7, 9.1.1 and 9.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cronos-group-inc-0 | The Securities Commission has granted an issuer, which is a global cannabinoid company, relief to send proxy-related materials to both registered and beneficial securityholders using a delivery method allowed under U.S. federal securities law. This decision is based on the issuer's compliance with Rule 14a-16 under the U.S. Securities Exchange Act of 1934, despite the fact that more than 50% of the issuer's consolidated assets are located in Canada and its business is principally administered in Canada. The issuer is a reporting issuer in multiple Canadian jurisdictions and the U.S., with its common shares listed on both the Toronto Stock Exchange and NASDAQ. Although the issuer does not qualify as a foreign private issuer under U.S. law, it has a small percentage of Canadian resident securityholders and a majority of its executive officers and directors are U.S. residents. Under the relief, the issuer will send a notice of internet availability of proxy materials at least 40 days before shareholder meetings, and will make all proxy-related materials accessible online. Securityholders can request paper or email copies of these materials at no charge. The issuer will cover all expenses for printing and delivering the notices. The decision is contingent on the issuer meeting all other applicable requirements of the Automatic Exemptions, except for the location of assets and the principal administration of the business in Canada, at the time of sending the notification of meeting and record dates. The relevant laws and regulations underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, and Multilateral Instrument 11-102 - Passport System. |
| 38.937 | 2021-02-24 | Cronos Group Inc. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1, 9.1.5 and 13.1. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, ss. 2.7, 9.1.1 and 9.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cronos-group-inc-1 | The Securities Commission granted an issuer, Cronos Group Inc., relief to distribute proxy-related materials to both registered and beneficial securityholders using a delivery method allowed under U.S. federal securities law. This decision is based on the issuer's compliance with Rule 14a-16 under the U.S. Securities Exchange Act of 1934, despite the fact that more than 50% of the issuer's consolidated assets are located in Canada and its business is principally administered in Canada. The relief is conditional upon the issuer meeting all other requirements of the Automatic Exemptions at the time of sending notifications for a meeting, except for the location of assets and principal administration. The issuer must also ensure that Canadian residents do not own more than 50% of the voting securities. The issuer will use notice-and-access to deliver proxy materials, providing a notice with detailed information about the meeting and instructions on how to access the materials online or request a paper copy. The issuer will also arrange for delivery of notices to beneficial owners through intermediaries and will handle requests for proxy materials through Broadridge and TSX Trust Company or equivalent agents. The decision is supported by National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, with specific reference to sections 9.1, 9.1.5, and 13.1 of NI 51-102, and sections 2.7, 9.1.1, and 9.2 of NI 54-101. |
| 38.932 | 2021-02-25 | Cidel Asset Management Inc. and the Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a), and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cidel-asset-management-inc-and-top-funds | The Securities Commission has granted a 90-day extension to the annual financial statement filing and delivery deadlines for mutual funds that are not reporting issuers, specifically to Cidel Asset Management Inc. and the Top Funds it manages. This decision allows these funds to file and deliver their audited annual financial statements within 180 days of their financial year-end, rather than the standard 90 days as required by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The rationale for the extension is that the Top Funds invest primarily in Underlying Funds with various financial year-ends and reporting deadlines, some of which extend beyond the standard deadline. To audit the Top Funds' financial statements, auditors require the audited financial statements of these Underlying Funds, which may not be available within the standard timeframe. The relief is conditional upon several factors, including that at least 25% of the Top Fund's assets at the initial investment decision are in entities with financial year-ends on December 31 and that are required by their jurisdiction's laws to deliver their financial statements within 120 days of their year-end. Additionally, the Top Funds must disclose in their offering memorandum that their annual audited financial statements will be filed and delivered within 180 days of the year-end, subject to regulatory approval, and must notify unitholders of their reliance on the granted relief. The decision is based on the test set out in the Legislation, and the relief is subject to specific conditions outlined in the decision. The relief will terminate within one year of any amendment to NI 81-106 or other rule that modifies the Annual Filing Requirement or Annual Delivery Requirement for mutual funds. |
| 38.933 | 2021-02-25 | Advantex Marketing International Inc. | Securities Act , R.S.O. 1990, c.S.5, as am., s.144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/advantex-marketing-international-inc | The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) that had been imposed on Advantex Marketing International Inc. due to the company's failure to file required financial documents. The CTO was originally issued on November 1, 2019, after Advantex did not file its audited annual financial statements, management's discussion and analysis, and related certifications for the year ended June 30, 2019. Advantex applied for a partial revocation of the CTO to allow it to complete a private placement to accredited investors, with the intention of using the proceeds to update its continuous disclosure obligations, retire existing debt, and fund operational expenses. The OSC's decision was based on several representations by Advantex, including its current financial difficulties, the nature of its business, and its plans to remedy its continuous disclosure defaults. The company also indicated that it would use the financing to pay late filing fees and legal fees associated with the revocation of the CTO and the private placement, as well as to provide working capital. The partial revocation was granted under certain conditions, including the dissemination of a press release and the filing of a material change report by Advantex. Participants in the private placement were to receive copies of the CTO, the partial revocation order, and a written notice about the limitations of the partial revocation. They were also required to acknowledge in writing their understanding of these documents and the conditions. The partial revocation was based on Section 144 of the Securities Act (Ontario) and was subject to the provisions of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision was made on February 25, 2021, and the order would expire 60 days from the date of issuance or upon the closing of the Financing, whichever came first. |
| 38.930 | 2021-02-26 | T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd -- s. 80 of the CFA | : Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 1(1), 22(1)(b), and 80. Securities Act, R.S.O. 1990, c. S.5, as am., s. 25(3). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 1.1 and 8.26. Ontario Securities Commission Rule 13-502 Fees. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/t-rowe-price-associates-inc-and-t-rowe-price-international-ltd-s-80-cfa | The Ontario Securities Commission (OSC) has granted an exemption to two foreign advisers, T. Rowe Price Associates, Inc. (TRP Associates) and T. Rowe Price International Ltd (TRP International), from the adviser registration requirement under paragraph 22(1)(b) of the Commodity Futures Act (CFA). This exemption allows the advisers to provide advice on commodity futures contracts and options, primarily traded and cleared outside Canada, to certain Ontario investors classified as "permitted clients" without the need for registration. The exemption is based on the condition that the advisers only provide advice on foreign contracts and that their business activities, head office, and regulatory compliance remain consistent with their home jurisdictions—the United States for TRP Associates and the United Kingdom for TRP International. Both advisers are registered or exempt from registration in their respective home jurisdictions, allowing them to conduct activities similar to those permitted by the CFA in Ontario. The exemption is subject to several terms and conditions, including notification requirements to permitted clients, submission of jurisdiction and appointment of an agent for service, and annual payment of participation fees if not already registered under the Ontario Securities Act. Additionally, the advisers must report any regulatory actions initiated against them post-exemption. This exemption aligns with the International Adviser Exemption in section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, which provides similar relief for international advisers regarding securities. The exemption is time-limited and will expire upon the earliest of certain specified events, including legislative changes or five years from the date of the order, which was issued on February 26, 2021. |
| 38.929 | 2021-03-01 | Horizons ETFS Management (Canada) Inc. and Horizons Tactical Absolute Return Bond Fund | National Instrument 81-102 Investment Funds, ss. 2.6, 2.6.1, 2.6.2, 6.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-and-horizons-tactical-absolute-return-bond-fund | The Securities Commission granted an exemption to alternative mutual funds managed by Horizons ETFs Management (Canada) Inc., allowing them to engage in physical short sales and cash borrowing up to a combined limit of 100% of the fund's net asset value (NAV). This decision deviates from the standard restrictions set by National Instrument 81-102 Investment Funds (NI 81-102), which typically limit short selling to 50% of a fund's NAV and cash borrowing to 50% of a fund's NAV, with a combined limit of 50% for both activities. The reasoning behind the exemption is to enable the funds to implement absolute return, offsetting, inverse, or shorting strategies more effectively and at a lower cost compared to using derivative instruments. The Commission believes that this flexibility will not increase the overall level of risk to the funds and will allow for more efficient portfolio management, ultimately benefiting investors. The conditions of the exemption require that any short sale or cash borrowing transaction must be consistent with the fund's investment objectives and strategies, comply with the relevant sections of NI 81-102, and not exceed the leverage limit of 300% of the fund's NAV when combined with specified derivatives positions. Additionally, the funds must disclose in their prospectus that they have the ability to engage in these activities beyond the standard NI 81-102 limits and outline the terms of the exemption. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption is also intended to be relied upon in other Canadian provinces and territories under Multilateral Instrument 11-102 Passport System. |
| 38.927 | 2021-03-03 | Eclipse Gold Mining Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/eclipse-gold-mining-corporation | The Securities Commission has granted an application by Eclipse Gold Mining Corporation for the company to cease being a reporting issuer. The decision is based on several key factors: 1. Eclipse Gold Mining Corporation is not an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The company has met the legislative requirements for ceasing to be a reporting issuer, leading to the granting of the requested relief. |
| 38.926 | 2021-03-05 | Royal Gold, Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1)2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/royal-gold-inc-1 | The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows for future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption is provided under the condition that these activities comply with the approval, content, and other requirements of Part 9A of National Instrument 44-102 Shelf Distributions, which governs non-MJDS shelf distributions in Canada. National Instrument 71-101 The Multijurisdictional Disclosure System does not have equivalent provisions to Part 9A of NI 44-102, hence the need for the exemption. The decision is based on the understanding that Canadian purchasers will only be able to buy securities through registered investment dealers in their jurisdiction. The exemption is contingent on adherence to the conditions and requirements as if the MJDS shelf prospectus were a final base shelf prospectus under NI 44-102. |
| 38.924 | 2021-03-09 | Emerge Canada Inc. | National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2) and 19.1. National Instrument 81-102 -- Investment Funds, Parts 9, 10 and 14 and s. 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/emerge-canada-inc | The Securities Commission granted exemptive relief to Emerge Canada Inc. (the Filer) and its associated funds from certain prospectus and investment fund requirements, subject to conditions. The relief allows the Filer to offer exchange-traded and conventional mutual fund series under a single simplified prospectus and annual information form, rather than the long form prospectus typically required for exchange-traded funds (ETFs). Additionally, the funds can treat their exchange-traded and conventional mutual fund series as separate entities for compliance with specific parts of National Instrument 81-102 Investment Funds (NI 81-102) concerning sales and redemptions. Key points include: 1. The Filer is granted an exemption from the ETF Prospectus Form Requirement under National Instrument 41-101 General Prospectus Requirements, provided they file a simplified prospectus and annual information form in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) for ETF Securities. 2. The Filer is also exempt from Parts 9, 10, and 14 of NI 81-102, allowing them to treat ETF Securities and Mutual Fund Securities as if they were separate funds for compliance purposes. 3. The Ontario Securities Commission is the principal regulator, and the Filer has indicated reliance on Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. 4. The decision is based on representations from the Filer, including their registration status, the structure of the funds, and their compliance with securities legislation. 5. The Filer must comply with additional conditions, such as including specific disclosures in the simplified prospectus and annual information form and adhering to parts of NI 81-102 relevant to the type of security offered. The outcome facilitates a more efficient offering process for the Filer's funds, potentially benefiting investors by providing a consolidated view of a fund's offerings while ensuring regulatory compliance. |
| 38.925 | 2021-03-09 | 1832 Asset Management L.P. et al. | National Instrument 81-102 Investments Funds, ss. 6.1(1), 6.1(3)(b), 6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-et-al-8 | The Securities Commission granted an exemption to allow the Royal Canadian Mint to act as custodian for certain investment funds' bullion assets and for International Depository Services of Canada Inc. to act as a sub-custodian. This decision was made under the National Instrument 81-102 Investment Funds (NI 81-102), which typically requires funds to have a single custodian that meets specific qualifications. The exemption was necessary because the Bank of Nova Scotia, the current sub-custodian for bullion, will cease offering these services, and the Mint is not a qualified custodian under the standard rules of NI 81-102. The exemption was granted on several conditions, including that the Mint must meet a certain shareholder equity threshold and that the Sub-Custodian to the Mint must either meet this threshold or be guaranteed by an entity that does. The funds can only use the Sub-Custodian to the Mint for bullion held in Canada. Additionally, the Mint must regularly monitor the Sub-Custodian to ensure compliance and include statements in compliance reports about the review process and appropriateness of the Sub-Custodian to hold the funds' bullion. The decision was based on the specialized nature of bullion custody, the Mint's expertise, and the limited number of qualified custodians in Canada. The arrangement will comply with the requirements of Part 6 of NI 81-102, except for the matters covered by the exemption. The decision emphasizes the importance of the Mint's role in safeguarding the bullion, the need for physical segregation and identification of the funds' bullion, and the procedures for handling loss, damage, or destruction of bullion. |
| 38.921 | 2021-03-11 | 3iQ Corp. and 3iQ Bitcoin ETF | : Securities Act (Ontario) -- R.S.O. 1990, c. S. 5, as am., ss. 59(1) and 147. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/3iq-corp-and-3iq-bitcoin-etf | The Securities Commission has granted an exchange-traded mutual fund (ETF) managed by 3iQ Corp. exemptions from certain regulatory requirements. Specifically, the ETF is exempt from including an underwriter's certificate in its prospectus, as Authorized Dealers and Designated Brokers involved in distributing the ETF's Creation Units do not provide typical underwriting services, nor are they involved in the preparation of the prospectus or receive underwriting fees. Additionally, the ETF is exempt from the take-over bid requirements of Part 2 of National Instrument 62-104, which are deemed impractical due to the continuous issuance and redemption of ETF securities and the inability of securityholders to exercise control over the ETF. The exemptions are intended to facilitate normal course purchases of ETF securities on marketplaces in Canada without triggering take-over bid obligations. The exemptions are based on the reasoning that the unique structure and operations of ETFs, including the role of Authorized Dealers and Designated Brokers, the continuous flux of outstanding securities, and the pricing mechanism based on net asset value, make certain regulatory requirements inapplicable or burdensome. The outcome is intended to maintain liquidity and competitive parity between ETFs and conventional mutual funds. The decision is underpinned by subsection 59(1) of the Securities Act (Ontario), which typically requires an underwriter's certificate in a prospectus, and National Instrument 62-104, which governs take-over bids and issuer bids. The exemptions were granted in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.920 | 2021-03-12 | BMO Asset Management Inc. and BMO Investments Inc. | Securities Act (Ontario), ss. 117(1)1, 117(1)3 and 117(1)4, and 117(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-asset-management-inc-and-bmo-investments-inc-0 | The Securities Commission has granted investment fund managers an exemption from certain related party transaction reporting requirements specified in paragraphs 117(1)1, 117(1)3, and 117(1)4 of the Securities Act (Ontario). This exemption applies to public investment funds managed by these fund managers, eliminating the need for monthly reporting as long as similar information is disclosed in the funds' annual and interim management reports of fund performance (MRFPs). Additionally, the funds must maintain detailed records of related party transactions. The exemption is contingent on the MRFPs including the name of the related party, the fees paid, and the payer of the fees if not the fund itself. The records must separately list each portfolio transaction made through a related party, detailing the name of the related party, the fees paid, and the fee payer. This decision is based on the rationale that the required monthly reports are costly and time-consuming, and the information is already substantially disclosed in the MRFPs as per National Instrument 81-106. The exemption is also subject to the condition that the funds maintain accurate records of the transactions. The relevant legislative provisions underpinning this decision include sections 117(1)1, 117(1)3, 117(1)4, and 117(2) of the Securities Act (Ontario), as well as National Instruments 81-102, 81-106, and 81-107. The decision also revokes and replaces previous relief granted to the fund managers. |
| 38.919 | 2021-03-15 | Roscan Gold Corporation -- s. 1(11)(b) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/roscan-gold-corporation-s-111b | The Ontario Securities Commission (OSC) has granted an order recognizing a company as a reporting issuer in Ontario under paragraph 1(11)(b) of the Securities Act, R.S.O. 1990, c.S.5, as amended. The company, already a reporting issuer in British Columbia and Alberta, has its securities listed on the TSX Venture Exchange. The continuous disclosure obligations in British Columbia and Alberta align closely with those in Ontario. The company has a significant connection to Ontario, with over 20% of its shares owned by Ontario residents, its management primarily located in the province, and its head office situated in Toronto. The company is in good standing with no defaults under the securities legislation of British Columbia or Alberta, nor any penalties or sanctions from Canadian securities regulatory authorities. The OSC's decision to grant reporting issuer status is based on the company's compliance with existing continuous disclosure requirements and the absence of any material penalties, sanctions, or ongoing investigations that could impact an investor's decision. The order is not considered to be against the public interest. |
| 38.916 | 2021-03-16 | Plant & Company Brands Group Inc. | Securities Act , R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plant-company-brands-group-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in Canada. The decision was made under the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The issuer represented that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. Based on these representations, the Commission determined that the issuer met the legislative requirements to cease being a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii). The order was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and supported by the relevant definitions and regulations within National Instrument 14-101 and Multilateral Instrument 11-102. |
| 38.912 | 2021-03-17 | TORC Oil & Gas Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/torc-oil-gas-ltd | The Securities Commission has granted an order for TORC Oil & Gas Ltd. (the Filer) to cease being a reporting issuer under applicable securities laws. The decision was based on several key factors: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The Filer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The order meets the legislative test for ceasing to be a reporting issuer, and thus, the requested relief was granted. |
| 38.913 | 2021-03-17 | Trillium Therapeutics Inc. | National Instrument 51-102 Continuous Disclosure Obligations, s. 4.3(4)(d) and Part 13. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trillium-therapeutics-inc | The Ontario Securities Commission granted Trillium Therapeutics Inc. an exemption from the requirement to file its restated interim financial reports by the prescribed deadline under subsection 4.3(4) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The exemption was granted due to unanticipated delays caused by the remote working environment, personnel changes, and the impact of the COVID-19 pandemic on business operations. The company must now file the restated interim financial reports and related Management's Discussion and Analysis (MD&A) within 45 days of filing its annual financial statements or by May 17, 2021, whichever is earlier. The conditions for the exemption include the filing of the required documents within the new deadline, issuing a news release disclosing reliance on the exemption, and refraining from filing a prospectus for securities offerings until the restated documents are filed. The decision is based on the company's transition to U.S. GAAP reporting requirements as a U.S. domestic registrant, effective January 1, 2021, and the company's status as a reporting issuer in multiple Canadian provinces. The company is not in default of any Canadian securities legislation. |
| 38.914 | 2021-03-17 | Canada Life Investment Management Ltd. et al. | National Instrument 81-101 -- Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). National Instrument 81-102 -- Investment Funds, ss. 3.1, 15.1.1 and 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2) 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.1 and 17.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd-et-al | The Securities Commission granted an exemption to a group of mutual funds, collectively referred to as the Continuing Funds, from certain requirements under National Instruments 81-102, 81-101, and 81-106. The exemptions relate to seed capital requirements, the use of performance data from existing funds in offering documents and continuous disclosure, and are subject to conditions. Key points of the decision include: 1. Seed Capital Relief: The Continuing Funds are exempt from the requirement to provide initial seed capital investment of $150,000, as they will acquire assets from the corresponding Existing Funds that exceed this amount. 2. Past Performance Relief: The Continuing Funds are allowed to use the performance history of the Existing Funds to calculate investment risk ratings and to include this data in their simplified prospectus, fund facts documents, and sales communications. 3. Continuous Disclosure Relief: The Continuing Funds can include financial data from the Existing Funds in their annual and interim management reports of fund performance (MRFPs). Conditions for the relief include clear disclosure of the reorganization in the simplified prospectus, fund facts documents, and MRFPs, stating that the performance data and financial highlights pertain to the Existing Funds. The exemptions are based on the rationale that the Continuing Funds will manage assets in a manner substantially similar to the Existing Funds, and that providing historical financial and performance data will assist investors in making informed decisions without being misled. The relief aims to make the reorganization process seamless for investors. The decision is grounded in the securities legislation of Ontario and relies on the Multilateral Instrument 11-102 Passport System for application in multiple Canadian jurisdictions. The Ontario Securities Commission, as the principal regulator, has determined that the exemptions meet the necessary legislative tests. |
| 38.915 | 2021-03-17 | Accelerate Financial Technologies Inc. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/accelerate-financial-technologies-inc-0 | The Securities Commission granted an exemption to an investment fund from the margin deposit limits set by National Instrument 81-102 Investment Funds (NI 81-102). The fund, managed by Accelerate Financial Technologies Inc., is allowed to deposit up to 35% of its net asset value (NAV) with any single futures commission merchant in Canada or the United States, and up to 70% of its NAV with all such merchants in aggregate. This is for transactions in standardized futures, exceeding the usual 10% limit. The exemption is conditional on the fund's margin deposits being held in segregated accounts, inaccessible to the dealers' creditors. The fund's objective is to provide exposure to bitcoin performance through bitcoin futures contracts, primarily traded on the Chicago Mercantile Exchange. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission as the principal regulator. The exemption was considered not to be prejudicial to the public interest and was granted to facilitate more efficient and flexible investment strategies for the fund, while simplifying management and reducing costs. |
| 38.910 | 2021-03-18 | Purpose Investments Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-11 | The Securities Commission has granted an extension of the lapse date for the prospectus of Purpose Structured Equity Yield Portfolio II, managed by Purpose Investments Inc. The original lapse date was April 2, 2021, but due to an inadvertent failure to file a pro forma prospectus at least 30 days prior to this date, the filer missed the deadline. To rectify this, the filer submitted a pro forma prospectus as soon as the oversight was realized. The Commission has extended the lapse date by 20 days to April 22, 2021, to allow for proper review and processing of the renewal prospectus. This decision is based on the fact that there have been no material changes in the Fund's affairs since the date of the current prospectus, and the current information remains accurate. The extension is not expected to be prejudicial to the public interest. The decision is supported by section 62(5) of the Securities Act (Ontario) and is consistent with the principles of National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The extension was granted without conditions. |
| 38.911 | 2021-03-18 | CI Investments Inc. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-27 | The Securities Commission approved mutual fund mergers that did not meet the criteria for pre-approved reorganizations and transfers as per National Instrument 81-102 Investment Funds (NI 81-102), specifically section 5.5(1)(b). The key reason for requiring approval was that the terminating and continuing funds did not have substantially similar fundamental investment objectives. However, the mergers complied with all other pre-approval criteria, including securityholder vote and independent review committee (IRC) approval. The application was made by CI Investments Inc. on behalf of the terminating funds, which were to be merged into corresponding continuing funds. The decision was based on representations by the manager, which included the funds' compliance with securities legislation, the funds' distribution through a simplified prospectus, and the manager's registration status. The proposed mergers were announced to securityholders and the market, and the IRC determined the mergers would result in a fair and reasonable outcome for the funds. Securityholders were to vote on the mergers at a special meeting, with adequate disclosure provided to inform their decision. The mergers were intended to benefit securityholders through a more streamlined fund lineup, increased portfolio diversification, larger fund net asset values, and lower management and administration fees. The costs of the mergers were to be borne by the manager, and no sales charges would be imposed on the funds' securityholders due to the mergers. The decision granted approval for the mergers, contingent on the manager obtaining prior approval from the terminating funds' securityholders at the special meeting. The mergers were scheduled to occur after the close of business on a specified effective date, with the terminating funds to be wound up soon after. |
| 38.905 | 2021-03-19 | Horizons ETFs Management (Canada) Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-7 | The Securities Commission has granted an order for the Horizons US 7-10 Year Treasury Bond CAD Hedged ETF (the Horizons Fund), managed by Horizons ETFs Management (Canada) Inc. (the Filer), to cease being a reporting issuer. The decision is based on the following key points: 1. The Horizons Fund is not an OTC reporting issuer. 2. It has fewer than 15 security holders in each jurisdiction in Canada and less than 51 globally. 3. Its securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested the Horizons Fund to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The Horizons Fund is not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, has determined that the order meets the necessary legislative requirements and has therefore approved the application. |
| 38.906 | 2021-03-19 | RP Investment Advisors LP | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rp-investment-advisors-lp-0 | The Securities Commission has granted an exemption to a financial management firm, allowing them to consolidate the simplified prospectuses of alternative mutual funds with those of conventional mutual funds. This decision is based on the premise that such consolidation will reduce costs and facilitate easier distribution and comparison of fund features for investors. The exemption is supported by the fact that exchange-traded funds (ETFs) are already permitted to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101, suggesting mutual funds should be similarly accommodated under National Instrument 81-101. The firm in question is in good regulatory standing and the funds involved are, or will be, reporting issuers in Canada. The exemption is contingent on the continued provision of individual fund facts documents to investors, maintaining transparency and adherence to existing securities legislation. |
| 38.907 | 2021-03-19 | RBC Global Asset Management Inc | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-21 | The Securities Commission has granted an exemption allowing the consolidation of the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision is based on an application by RBC Global Asset Management Inc. (RBCGAM) on behalf of the Alternative Funds, which includes the BlueBay Global Alternative Bond Fund (Canada) and other alternative mutual funds managed by RBCGAM or its affiliates. The exemption is from the requirement under section 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which normally prohibits the consolidation of SPs for alternative mutual funds with those of non-alternative mutual funds. The relief will allow the Alternative Funds to be included in the same SP documents as the RBC Mutual Funds, which are conventional mutual funds and not alternative mutual funds. The rationale for the exemption includes cost reduction, streamlined distribution, and easier comparison of fund features for investors. The Filer argued that the operational and administrative features of the Alternative Funds are similar to those of the RBC Mutual Funds, and that consolidating the SPs would not be prejudicial to the public interest and would benefit the funds and their securityholders. The decision notes that National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not have a similar prohibition for exchange-traded funds (ETFs), suggesting that mutual funds should not be treated differently. The exemption is contingent upon the Alternative Funds continuing to provide a fund facts document to investors and making the SP and/or AIF available upon request, as required by securities legislation. The Ontario Securities Commission, acting as the principal regulator, approved the exemption after determining that it meets the test set out in the Legislation. The exemption applies across multiple jurisdictions in Canada. |
| 38.908 | 2021-03-19 | RP Investment Advisors LP | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rp-investment-advisors-lp-0 | The Securities Commission has granted an exemption to a group of alternative mutual funds from the requirement that their simplified prospectuses must not be consolidated with those of non-alternative mutual funds. This decision is based on National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsection 5.1(4), and is supported by the rationale that combining prospectuses can reduce costs, streamline disclosure, and help investors compare different fund options more easily. The application for this exemption was made by RP Investment Advisors LP on behalf of an existing alternative mutual fund and any future alternative mutual funds managed by the firm or its affiliates. The exemption will allow these alternative funds to share a simplified prospectus with conventional mutual funds managed by the same firm, facilitating distribution and offering a more unified presentation of investment options. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption is consistent with the treatment of exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements, which does not have a similar prohibition against consolidating prospectuses of alternative and conventional ETFs. The outcome is intended to benefit both the fund manager and investors while maintaining the necessary provision of fund facts documents and other investor protections. |
| 38.909 | 2021-03-19 | Horizons ETFs Management (Canada) Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-7 | The Securities Commission has granted an order for the Horizons US 7-10 Year Treasury Bond CAD Hedged ETF (the Horizons Fund), managed by Horizons ETFs Management (Canada) Inc. (the Filer), to cease being a reporting issuer. This decision is based on the following key points: 1. The Horizons Fund is not a reporting issuer for over-the-counter markets in the U.S. 2. The number of security holders is below the threshold, with fewer than 15 in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Horizons Fund's securities are not traded on any public marketplace or facility in Canada or internationally. 4. The Filer has requested the Horizons Fund to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The Horizons Fund is compliant with all securities legislation requirements in every jurisdiction. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, has determined that the order satisfies the criteria set out in the applicable securities legislation. |
| 38.903 | 2021-03-22 | Vatic Ventures Corp. | Securities Act, R.S.O. 1990, c.S.5, as am., ss.127 and 144. National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdiction. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vatic-ventures-corp-0 | The Securities Commission has decided to revoke cease trade orders against an issuer following the issuer's application for such revocation. The original cease trade orders were imposed due to the issuer's failure to file required continuous disclosure materials. The issuer has since remedied the defaults by updating its continuous disclosure filings. The decision was made in accordance with the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically sections 127 and 144, and was guided by National Policy 11-207 regarding Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the consensus of both the British Columbia Securities Commission, acting as the principal regulator, and the Ontario Securities Commission. The outcome is a full revocation of the cease trade orders, allowing the issuer to resume trading activities under the securities legislation of British Columbia and Ontario. |
| 38.904 | 2021-03-22 | Mackenzie Financial Corporation | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.5(2)(b), 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-16 | The Securities Commission approved a reorganization of certain investment funds managed by Mackenzie Financial Corporation, subject to conditions. The reorganization involved the merging of various series of Mackenzie funds with corresponding Canada Life Funds, which did not meet all pre-approval criteria due to tax implications and the lack of immediate wind-up of the reorganizing funds. The Commission granted exemptions to allow the new reorganized funds to invest in foreign government securities beyond the standard concentration limits, provided these securities are highly rated and the investment aligns with the funds' objectives. Additionally, the Commission permitted top funds to invest in reorganized and continuing funds that hold more than 10% of their net asset value in securities of a fund established for tax deferral purposes post-reorganization. The decision was based on the funds' compliance with National Instrument 81-102 Investment Funds, except for certain criteria, and the belief that the reorganization would be in the best interests of the funds and their unitholders. The reorganization was structured to be tax-efficient and to avoid triggering significant capital gains. The Commission's approval was contingent on unitholder approval and adherence to specified conditions to ensure transparency and avoid fee duplication. |
| 38.900 | 2021-03-25 | Gage Growth Corp. | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gage-growth-corp | The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple National Instruments and an OSC Rule, subject to conditions. The exemptions pertain to National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 51-102 Continuous Disclosure Obligations, and OSC Rule 56-501 Restricted Shares. The issuer, a corporation not currently a reporting issuer in Canada, plans to list its Subordinate Voting Shares on the Canadian Securities Exchange (CSE) following a non-offering prospectus. The company has three classes of securities: Subordinate Voting Shares, Proportionate Voting Shares, and Super Voting Shares, along with exchangeable units redeemable into Subordinate Voting Shares or Proportionate Voting Shares. The relief was sought because the Proportionate Voting Shares and Super Voting Shares technically result in the Subordinate Voting Shares being considered restricted securities due to their multiple voting rights and preferential participation in earnings or assets. Without the exemptions, the issuer would face additional disclosure requirements and restrictions on distributions. The exemptions were granted on the condition that the issuer's capital structure remains as described, with no other restricted securities issued other than the Subordinate Voting Shares and Proportionate Voting Shares, and that the issuer's prospectus and continuous disclosure documents include disclosure consistent with the representations made. The decision was made under the authority of the applicable securities legislation and the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemptions are subject to the issuer meeting specific conditions related to its capital structure and disclosure. |
| 38.901 | 2021-03-25 | CI Investments Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-30 | The Ontario Securities Commission granted an exemption to CI Investments Inc. (the Filer) on behalf of CI MSCI World ESG Impact Fund (the Fund) to extend the lapse date of the Fund's prospectus by 63 days. This decision was made to allow the Fund's prospectus to be consolidated with the Filer's primary fund family prospectus, which has a later lapse date. The extension aims to reduce renewal costs and streamline disclosure across the Filer's fund platform. Under subsection 62(5) of the Securities Act (Ontario), the Fund's prospectus lapse date was set for May 27, 2021. The extension changes this date to July 29, 2021, aligning it with the lapse date of the Filer's other mutual funds' prospectus. The Filer manages approximately 142 other mutual funds, and the consolidation is intended to facilitate investor information dissemination and operational efficiency. The decision was based on representations by the Filer that there have been no material changes in the Fund's affairs since the last prospectus and that the current prospectus still provides accurate information. The Filer also stated that the extension would not prejudice investors as they would continue to receive the most recent fund facts documents and have access to the prospectus upon request. The principal regulator concluded that the exemption meets the test set out in the Legislation and that granting the Requested Relief would not be prejudicial to the public interest. |
| 38.902 | 2021-03-25 | Mackenzie Financial Corporation | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-15 | The Securities Commission granted an exemption to a global fixed income fund, allowing it to invest beyond the standard 10% net asset value limit in debt securities issued or guaranteed by foreign governments or supranational agencies. This exemption is subject to several conditions and is based on the fund's investment strategy, which focuses on sustainable and responsible issuers, integrating Environmental, Social, and Governance (ESG) factors. The fund, managed by Mackenzie Financial Corporation, can now invest up to 20% of its net assets in AA-rated foreign government securities and up to 35% in AAA-rated ones. These investments must be consistent with the fund's objectives and made in mature and liquid markets. The fund's prospectus must disclose the associated risks and summarize the nature and terms of the exemption. This decision is supported by National Instrument 81-102 Investment Funds, specifically subsections 2.1(1) and 19.1, and is contingent on the fund not combining the two investment thresholds for a single issuer. The exemption aims to enable the fund to better achieve its investment objectives while informing investors of the potential risks. |
| 38.895 | 2021-03-26 | Vanguard Investments Canada Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vanguard-investments-canada-inc-9 | The Securities Commission has granted an extension to the lapse dates for the prospectuses of certain mutual funds and exchange-traded funds (ETFs) managed by Vanguard Investments Canada Inc. The mutual funds' prospectus, dated May 12, 2020, and the ETFs' prospectus, dated January 25, 2021, were set to expire on May 12, 2021, and January 25, 2022, respectively. The extensions align the lapse dates to September 25, 2021, for the mutual funds and July 31, 2022, for the ETFs. The decision was made under the authority of section 62(5) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 41-101 General Prospectus Requirements. The rationale for the extension includes the timing of the funds' fiscal year-ends and the subsequent availability of audited financial statements, which would not be ready by the original lapse dates. The extensions will allow the inclusion of the most current audited financial information in the renewed offering documents. The Commission determined that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, ensuring that the information contained therein remains accurate. The decision is not expected to be prejudicial to the public interest as ongoing disclosure obligations will ensure any material changes are promptly reflected in the prospectuses and fund facts documents. The decision was made through the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator and the filer intending to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. |
| 38.894 | 2021-03-29 | T. Rowe Price (Canada), Inc. and T. Rowe Price Global Multi-Sector Bond Fund | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/t-rowe-price-canada-inc-and-t-rowe-price-global-multi-sector-bond-fund | The Securities Commission granted a mutual fund, which is not a reporting issuer, a 90-day extension to the standard annual financial statement filing and delivery deadlines as stipulated by National Instrument 81-106 (NI 81-106). The fund invests significantly in SICAV funds managed by an affiliate in Luxembourg, which have a legal requirement to file financial statements within 120 days post-financial year-end, conflicting with the fund's 90-day deadline. The fund has a single institutional investor as a securityholder, who has been informed and has no objections to the delay. The cost of expediting the SICAV funds' financial statements was deemed to outweigh the benefits to the securityholder. The relief is conditional upon the fund investing at least 25% of its assets in entities with similar reporting deadlines, notification to the securityholder, and disclosure of the extended deadline in the offering memorandum if new investors are solicited. The decision is based on the provisions of NI 81-106, sections 2.2, 5.1(2)(a), and 17.1, and is subject to specific conditions, including the fund's investment strategy, asset allocation, and communication with the securityholder. The relief will expire upon any relevant amendment to NI 81-106 or related rules. |
| 38.889 | 2021-03-30 | Trichome Financial Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trichome-financial-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The key points leading to this outcome include: - The issuer is not an OTC reporting issuer as per Multilateral Instrument 51-105. - The issuer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. - The issuer's securities are not traded on any public marketplace or facility in Canada or elsewhere. - The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. - The issuer is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has reviewed the application and found it meets the necessary criteria to grant the requested order. Consequently, the issuer has ceased to be a reporting issuer under the applicable securities legislation. |
| 38.890 | 2021-03-30 | Teranga Gold Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/teranga-gold-corporation-0 | The Securities Commission has granted an order for Teranga Gold Corporation to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on the company meeting certain criteria outlined in the securities legislation, including having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on public markets or facilities where trading data is reported. The company is also not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and follows the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission acted as the principal regulator for this application, with the decision also relying on provisions from Multilateral Instrument 11-102 respecting Passport System. |
| 38.891 | 2021-03-30 | Sunspot Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sunspot-capital-inc | The Ontario Securities Commission (OSC) has revoked a cease trade order against Sunspot Capital Inc. (formerly True Zone Resources Inc.) after the company remedied its failure to file certain continuous disclosure materials as required by Ontario securities law. The original cease trade order was issued on September 30, 2015, due to the company's non-compliance with filing audited financial statements, management's discussion and analysis (MD&A), and related certifications for the year ended April 30, 2015. Sunspot Capital Inc. addressed the defaults by updating its continuous disclosure filings, including annual audited financial statements for subsequent years, interim financial statements, MD&A, and other required documents. The company also paid all outstanding fees and provided assurances that there have been no material changes in its business that were not publicly disclosed. The revocation was granted under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, which allows the OSC to revoke a cease trade order if it is not prejudicial to the public interest. The decision was made after considering the application and the recommendation of the OSC staff. The company has committed to holding an annual meeting of shareholders within three months of the revocation and will issue a news release announcing the revocation of the cease trade orders. |
| 38.892 | 2021-03-30 | I.G. Investment Management, Ltd. | National Instrument 81-102 Investment Funds, ss. 2.2(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-19 | The Securities Commission granted an exemption to a mutual fund (the Fund) from the control restrictions under section 2.2(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Fund to invest more than 10% of its equity in non-reporting, related private credit funds managed by Northleaf Capital Partners (Northleaf Private Credit Funds), which are not subject to NI 81-102 and are not considered investment funds under securities legislation. The Fund, managed by IG Investment Management, Ltd. (IGIM), aims to provide interest income primarily through bonds and debentures and sought to increase its exposure to private credit. The Fund's assets exceeded $6.9 billion, and it had already committed capital to the Northleaf Private Credit Funds close to the 10% threshold. IGIM argued that a larger allocation to private credit would benefit the Fund's performance and provide unique diversification opportunities. The exemption was granted subject to several conditions, including that the Fund's holdings in any Northleaf Private Credit Fund do not exceed 20% of the outstanding equity or voting securities, and that investments in these funds are within the 10% illiquidity limit of the Fund's net asset value. Additionally, the Fund cannot pay sales or redemption fees for these investments, duplicate management or incentive fees, and must disclose investments in the Northleaf Private Credit Funds to investors through various reports and documents. The Fund's manager must also comply with conflict of interest requirements under NI 81-107. The decision was made by the Manitoba Securities Commission, acting as the principal regulator, and was also recognized by the securities regulatory authority in Ontario. The decision was based on the belief that the exemption is in the best interests of the Fund and its investors, allowing for a more flexible and potentially beneficial investment strategy. |
| 38.893 | 2021-03-30 | Northwest & Ethical Investments L.P. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northwest-ethical-investments-lp-2 | The Securities Commission has granted an exemption to mutual funds managed by Northwest & Ethical Investments L.P. (NEI) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest up to 10% of their net asset value in commodity exchange-traded funds (ETFs) listed on U.S. stock exchanges, which do not qualify as index participation units and aim to replicate the performance of certain permitted precious metals or related derivatives on an unlevered basis. The key conditions of the exemption are: - Investments must align with the fund's fundamental investment objectives. - The ETFs must be traded on a U.S. stock exchange. - Post-transaction, no more than 10% of the fund's net asset value can be invested in such ETFs. - The fund's total exposure to physical commodities cannot exceed 10% of its net asset value. - The fund's simplified prospectus must disclose the relief obtained, explain the nature of the ETFs, state the possibility of indirect investment in permitted precious metals, and outline the associated risks. The decision is based on representations by NEI that the investments will be made with sound business judgment and that regulatory concerns such as undue risk, liquidity, and transparency are mitigated by the liquidity and regulatory environment of U.S. exchanges, as well as the limited scope of the investment. The exemption is contingent upon these conditions being met and disclosed in the fund's prospectus. |
| 38.887 | 2021-03-31 | New Klondike Exploration Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/new-klondike-exploration-ltd | The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against New Klondike Exploration Ltd. (the issuer), initially imposed due to the issuer's failure to file audited annual financial statements and other required documents. The partial revocation allows the issuer to proceed with a private placement and debt-for-share transaction exclusively to accredited investors, family, friends, business associates, and creditors, under certain conditions. The issuer's securities were cease traded in Ontario, British Columbia, Quebec, and reciprocally in Alberta. The issuer sought to issue up to 340 million common shares to raise funds to pay outstanding filing fees and debts. The transactions are to be conducted on a prospectus-exempt basis, in accordance with sections 2.3, 2.5, and 2.14 of National Instrument 45-106 Prospectus Exemptions. The OSC's decision, made under section 144 of the Securities Act (Ontario), is contingent on the issuer providing each participant with a copy of the CTO and the partial revocation order, and obtaining signed acknowledgments that all securities will remain subject to the CTO until fully revoked. The issuer must also issue press releases and file reports regarding the transaction and any material changes. The partial revocation is effective until the transaction closes or 60 days from the order date, whichever comes first. The decision aims to balance the issuer's need to rectify its financial situation with the protection of the public interest. |
| 38.886 | 2021-04-01 | HSBC Global Asset Management (Canada) Limited et al. | National Instrument 81-102 Investment Funds, s. 5.5(1)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hsbc-global-asset-management-canada-limited-et-al-0 | The Securities Commission has approved an application by an investment fund manager for a transaction involving the transfer of assets from one mutual fund to another, in accordance with section 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102). The transaction will allow certain securityholders of the transferring fund to become securityholders of the receiving fund through a tax-advantaged structure known as a Qualifying Disposition, as per section 107.4 of the Income Tax Act (Canada). The investment fund manager, registered in multiple Canadian provinces and territories, manages both the transferring and receiving funds, which are open-ended mutual fund trusts established in British Columbia and reporting issuers in Canada. The transaction is intended to benefit investors by incorporating a passively managed index fund into their portfolios without incurring significant capital gains or transaction costs. The independent review committee of the funds has recommended the transaction as fair and reasonable. Securityholders have been provided with adequate disclosure, and the necessary consent and amendments to the trust indenture have been addressed. The transaction steps include distributions, asset value determination, asset transfers, unit cancellations, and new unit issuances. The British Columbia Securities Commission, acting as the principal regulator and representing the decision of the Ontario securities regulatory authority, has granted the exemption sought, confirming that it meets the legislative requirements. |
| 38.884 | 2021-04-05 | Ponderous Panda Capital Corp. and Wildpack Beverage Alberta Inc. | 1. National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, section 3.3 2. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, section 3.3(1)(a) 3. National Instrument 51-102 Continuous Disclosure Obligations, section 4.10(2) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ponderous-panda-capital-corp-and-wildpack-beverage-alberta-inc | The British Columbia Securities Commission (BCSC) has granted Ponderous Panda Capital Corp. (the Filer) an exemption from the requirement that audited financial statements must be accompanied by an auditor's report expressing an unmodified opinion. This exemption pertains to the financial statements of the business acquired by the Filer for the year ended December 31, 2019, under section 3.3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). The exemption was sought because the Filer's auditor, PricewaterhouseCoopers LLP, could not verify the opening inventory quantities of the acquired business as of January 1, 2019, and therefore issued a modified opinion. However, the auditor was able to obtain sufficient evidence for the inventory balances as of December 31, 2019. The Filer, a capital pool company listed on the TSX Venture Exchange, is in the process of a business combination with Wildpack Beverage Alberta Inc. (the Target), which will result in the Target becoming a subsidiary of the Filer. The Target, a non-reporting issuer, was previously a holding company with minimal operations until it acquired significant assets and liabilities of two operating entities in June 2020. The exemption is conditional upon the Filer filing the required financial statements with the Filing Statement and the Resulting Issuer filing the financial statements within the prescribed period under section 4.10(2) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The only modification in the auditor's report must be related to the opening inventory (the Inventory Modification). The decision is based on the understanding that the exemption meets the test set out in the securities legislation and is consistent with the guidance provided in paragraph 5.8(2) of Companion Policy 41-101CP to National Instrument 41-101 General Prospectus Requirements, which allows for qualified opinions on opening inventory under certain conditions. |
| 38.885 | 2021-04-05 | Allbanc Split Corp. II | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/allbanc-split-corp-ii-0 | The Securities Commission has granted an order for Allbanc Split Corp. II (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System across Canada, excluding Ontario. The order was based on representations from the Filer that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, it is not in default of any securities legislation, and it sought to cease being a reporting issuer in all jurisdictions where it had this status. The principal regulator concluded that the Filer met the legislative requirements to cease being a reporting issuer, and thus the order was granted. |
| 38.882 | 2021-04-06 | Trichome Financial Corp. -- s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trichome-financial-corp-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Trichome Financial Corp. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it does not intend to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting this order would not be adverse to the public interest. The order was made on April 6, 2021. Relevant legislation includes the OBCA and the Securities Act (Ontario), with reference to National Policy 11-206 for the process of ceasing to be a reporting issuer. |
| 38.883 | 2021-04-06 | BT Global Growth Inc. and BT Global Growth Trust | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(4) and 113. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bt-global-growth-inc-and-bt-global-growth-trust | The Securities Commission has granted exemptive relief to BT Global Growth Inc. (the Filer) and BT Global Growth Trust (the Initial Top Fund), along with any future non-reporting investment funds managed by the Filer or its affiliates (collectively, the Top Funds), from certain investment restrictions. This decision allows the Top Funds to invest in pooled funds (the Underlying Funds) under common management without breaching conflict of interest rules and self-dealing prohibitions, subject to conditions. The relief is granted from the following provisions: 1. Securities Act (Ontario) restrictions that prevent an investment fund from investing in entities where it is a substantial securityholder or where its officers, directors, or substantial securityholders have a significant interest. 2. National Instrument 31-103 (NI 31-103) prohibitions against registered advisers causing investment portfolios they manage to purchase securities where a responsible person or their associate is a partner, officer, or director, without client disclosure and written consent. The decision is based on representations from the Filer, including: - The Filer's registration and non-default status. - The Filer's role as manager and portfolio manager of the Top Funds and Underlying Funds. - The structure and objectives of the Top Funds and Underlying Funds. - The Fund-on-Fund Structure's purpose to provide investors with indirect exposure to the Underlying Funds' portfolios. - The alignment of investments with the Top Funds' objectives. - The Top Funds' distribution solely through prospectus exemptions. - The Underlying Funds' compliance with financial reporting and valuation practices. The conditions for the relief include: - Compatibility of investments with the Top Funds' objectives. - Objective pricing for investments in the Underlying Funds. - Financial reporting by the Underlying Funds. - Limitations on the Underlying Funds' investments in other mutual funds. - Prohibition of duplicative fees. - Restrictions on voting securities of the Underlying Funds held by the Top Funds. - Disclosure requirements to investors in the Top Funds. The decision revokes and replaces previous relief granted to the Filer, expanding the scope to include the Related Issuer Relief and the Consent Relief. The Commission has determined that the relief meets the legislative test and is in the best interests of the Top Funds' investors. |
| 38.880 | 2021-04-07 | Cluny Capital Corp. – s. 4(b) of Ont. Reg. 289/00 under the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cluny-capital-corp-s-4b-ont-reg-28900-under-obca | The Ontario Securities Commission (OSC) has granted consent to Cluny Capital Corp. to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is based on the application submitted by Cluny Capital Corp., which included the company's intention to undergo a business combination and reorganization involving a three-cornered amalgamation with Teonan Biomedical Inc. and a subsidiary, resulting in a name change to The Good Shroom Co Inc. Key points from the application include Cluny Capital Corp.'s status as an offering corporation, its compliance with relevant securities legislation, and the unanimous shareholder approval for the continuance without any dissent. The OSC's consent is required under subsection 4(b) of the Regulation made under the OBCA for the company to continue in another jurisdiction as per section 181 of the OBCA. The OSC consented to the continuance after considering the application, staff recommendations, and determining that the move would not be prejudicial to the public interest. The decision was made in accordance with the relevant laws and regulations, including the OBCA, the CBCA, and the securities acts of Ontario, British Columbia, and Alberta. The outcome allows Cluny Capital Corp. to proceed with its reorganization and business combination as planned. |
| 38.881 | 2021-04-07 | Allbanc Split Corp. II -- s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/allbanc-split-corp-ii-s-16-obca | The Ontario Securities Commission (OSC) has granted an order to Allbanc Split Corp. II, determining that the corporation has ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, Allbanc Split Corp. II, is an offering corporation under the OBCA and has represented that it does not plan to seek public financing through securities offerings. Additionally, the Applicant had previously been granted an order on April 5, 2021, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The Commission has concluded that granting this order would not be against the public interest. Consequently, the Applicant is officially recognized as having ceased to offer its securities to the public according to the OBCA. The decision was made in Toronto, Ontario, on April 7, 2021. |
| 38.878 | 2021-04-12 | Argosy Minerals Limited | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/argosy-minerals-limited | The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against Argosy Minerals Limited. This order, stemming from the Securities Act, R.S.O. 1990, c. S.5, had prohibited trading of the company's securities due to non-compliance with regulatory requirements. The variation allows beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada, provided they were acquired before the original cease trade order date and the sale is conducted through an Ontario-registered investment dealer. This decision was made under section 144(1) of the Securities Act, which allows for such variations if they are not prejudicial to the public interest. The OSC's rationale for the variation is to alleviate the disadvantage faced by Ontario resident shareholders compared to certain other shareholders who can trade on foreign markets. The outcome is a limited relaxation of the cease trade order, balancing regulatory compliance with shareholder rights. |
| 38.879 | 2021-04-12 | Counterpath Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/counterpath-corporation | The Securities Commission has granted an application for an issuer to cease being a reporting issuer under applicable securities laws. The issuer, incorporated under Nevada law with a head office in Vancouver, BC, is no longer publicly traded following a merger where it became a wholly-owned subsidiary of Alianza, Inc. As a result of the merger, all outstanding securities were acquired for cash consideration, and the issuer's shares were delisted from both the Toronto Stock Exchange and the Nasdaq Stock Market. The issuer is not an OTC reporting issuer and has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. No securities are traded on any public market, and the issuer is not in default of any securities legislation except for the non-filing of certain continuous disclosure documents, which occurred after the merger. The decision to grant the relief was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer did not qualify for a simplified procedure due to the default in filing interim financial statements and management's discussion and analysis for the period ended January 31, 2021, as required under National Instrument 51-102 and the related certification required under National Instrument 52-109. Despite this, the Commission determined that the issuer met the legislative test to cease being a reporting issuer. |
| 38.877 | 2021-04-14 | Canada Life Investment Management Ltd. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd | The Securities Commission has granted an exemption to Canada Life Investment Management Ltd. (the Filer) on behalf of certain funds (the Funds) to extend the lapse date of their prospectus by 91 days. This extension aligns the prospectus renewal of the Funds with that of other funds managed by the Filer, facilitating a combined prospectus to reduce costs and streamline investor information. Key points include: 1. The Filer is a registered portfolio and investment fund manager in Canada. 2. The Funds are reporting issuers in multiple Canadian jurisdictions and are not in default of securities legislation. 3. The Funds' current prospectus was set to lapse on May 15, 2021, requiring renewal documentation to be filed within specific time frames. 4. The Filer intends to combine the Funds' prospectus with that of other funds it manages, with varying lapse dates, to improve efficiency and cost-effectiveness. 5. The Filer needs additional time to accurately review, update, and prepare the combined prospectus and related documents. 6. There have been no material changes in the affairs of the Funds since the last prospectus, and any material changes will be amended as required. 7. The extension will not compromise the accuracy of the information in the prospectus or be prejudicial to the public interest. The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The outcome allows the Filer to extend the prospectus lapse date to August 14, 2021, without any conditions. |
| 38.873 | 2021-04-16 | Edgehill Partners & EHP Funds Inc. | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(4), 113, 117(1)1 and 117(2). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/edgehill-partners-ehp-funds-inc | The Securities Commission granted exemptive relief to investment funds managed by Edgehill Partners and EHP Funds Inc. (the Filers) from certain investment restrictions and reporting requirements under securities legislation. This decision allows non-reporting issuer top funds to invest in reporting issuer underlying funds under common management without breaching conflict of interest investment restrictions or self-dealing prohibitions. Key points of the decision include: 1. The top funds may invest in underlying funds even if they become substantial securityholders or if an officer/director of the manager or a substantial securityholder has a significant interest in the underlying funds. 2. The investment fund manager is exempt from filing a report for each transaction between the top funds and related underlying funds. 3. The investment fund manager is also exempt from obtaining written consent from top fund clients before purchasing securities of an underlying fund where a responsible person is a partner, officer, or director. Conditions for the relief include: - Top funds must distribute securities in Canada using prospectus exemptions. - Investments must align with the top funds' fundamental investment objectives. - Transactions must be at objective prices. - Top funds cannot invest more than 10% of their net asset value in other investment funds, with certain exceptions. - No duplicate management or sales fees are allowed. - The investment fund manager cannot vote the securities of the underlying funds held by the top funds, except under specific circumstances. - Disclosure requirements to investors about the fund-on-fund structure and potential conflicts of interest. - Annual notification to investors of their rights to receive documents related to the underlying funds. The decision is based on the belief that the fund-on-fund structure is efficient and beneficial for diversification and cost-effectiveness. The relief is subject to the conditions ensuring transparency, investor protection, and alignment with the top funds' objectives. The legal framework for the decision includes sections 111(2)(b), 111(2)(c), 111(4), 113, and 117(1)1 of the Securities Act (Ontario), as well as paragraph 13.5(2)(a) of National Instrument 31-103. |
| 38.874 | 2021-04-16 | TokenGX Inc. | : Statutes Cited Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53, 74, 138.1, 138.4(7), 138.5, 138.6, 138.7. Instrument Cited National Instrument 21-101 Marketplace Operation, s. 15.1. National Instrument 23-101 Trading Rules, s. 12.1. National Instrument 23-103 Electronic Trading and Direct Access to Marketplaces, s. 10. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tokengx-inc-1 | The Ontario Securities Commission (OSC) has granted TokenGX Inc. time-limited exemptive relief from certain marketplace and prospectus requirements to facilitate the pilot testing of a blockchain-based security token trading platform. This decision, made under the OSC LaunchPad initiative, allows for secondary trading of tokens issued under prospectus exemptions, aiming to foster capital raising for innovative businesses and provide liquidity for investors in Ontario. Key Facts: - TokenGX Inc. is developing a platform for secondary trading of tokens (issued under prospectus exemptions) on the Ethereum blockchain. - The platform, known as FreedomX, will facilitate trading among Ontario residents with strict onboarding and trading rules. - The platform will use a blockchain-based transfer controller to manage transactions and ensure compliance with investor category restrictions. - Settlement Balance Tokens will be used to facilitate payments on the platform, with the Filer maintaining a Trust Account for this purpose. Reasoning: - The OSC recognizes the need for an environment to test innovative business models. - TokenGX Inc. has previously received time-limited relief, which is now being extended due to unique circumstances that delayed the pilot test. - The relief is granted based on the particular facts and circumstances of the application and is not to be viewed as a precedent for other filers. Outcome: - The prior decision is repealed and replaced with the current decision, extending the term of the relief granted. - TokenGX Inc. is allowed to operate the FreedomX platform for a pilot test period, subject to conditions outlined in the decision. - The relief includes exemptions from National Instrument 21-101 Marketplace Operation, National Instrument 23-101 Trading Rules, National Instrument 23-103 Electronic Trading, and Section 74 of the Securities Act (Ontario) for the prospectus requirement. - The relief is time-limited and subject to various conditions, including investment limits for retail investors and ongoing disclosure requirements for issuers. Relevant Laws/Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended. - National Instrument 21-101 Marketplace Operation. - National Instrument 23-101 Trading Rules. - National Instrument 23-103 Electronic Trading and Direct Access to Marketplaces. - National Instrument 45-106 Prospectus Requirements. - National Instrument 45-102 Resale of Securities. The decision is set to expire on April 16, 2022, and may be amended by the OSC upon prior written notice to the Filer. |
| 38.875 | 2021-04-16 | Rockwell Diamonds Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rockwell-diamonds-inc-0 | The Securities Commission has granted an order for Rockwell Diamonds Inc. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the company's compliance with the criteria outlined in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). Key points leading to this decision include: - Rockwell Diamonds Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105. - The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. - There is no trading of the company's securities on any marketplace or facility where trading data is publicly reported in Canada or any other country. - The company is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary conditions to cease being a reporting issuer, as defined by the relevant securities laws and regulations, including National Policy 11-206 and Multilateral Instrument 11-102 Passport System. The order was thus granted, relieving Rockwell Diamonds Inc. from the reporting obligations previously required of it as a reporting issuer. |
| 38.876 | 2021-04-16 | Norbord Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/norbord-inc | The Securities Commission granted an order for Norbord Inc. to cease being a reporting issuer following an arrangement where West Fraser Timber Co. acquired all of Norbord's issued and outstanding common shares. Norbord's outstanding non-convertible debt securities and convertible securities are owned by more than 15 securityholders in certain Canadian jurisdictions and 51 securityholders worldwide. These securities are either exercisable for West Fraser shares or redeemable based on West Fraser's share value. Norbord is not obligated to remain a reporting issuer under the terms of these securities. Norbord's debt securities are traded on U.S. broker-dealer networks. The decision was based on the fact that Norbord has become a wholly-owned subsidiary of West Fraser, and its shares were delisted from stock exchanges. The company's securities are not publicly traded in Canada or on any other public marketplace. Norbord is not in default of any securities legislation and has no plans for public financing. The company's debt securities are not listed on any stock exchange but are traded over-the-counter in the U.S. The order was granted under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended, which outlines the criteria for an issuer to cease being a reporting issuer. The decision was made after considering that Norbord met the necessary conditions and after the company had informed its securityholders of the application for the order. |
| 38.872 | 2021-04-19 | Horizons ETFs Management (Canada) Inc. | National Instrument 81-102 Mutual Funds, s. 2.12(1)12. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-5 | The Ontario Securities Commission granted an exemption to a mutual fund, allowing it to engage in securities lending transactions beyond the standard 50% limit of its net asset value. This decision was made under the authority of section 19.1 of National Instrument 81-102 Investment Funds (NI 81-102), which typically restricts such transactions to prevent excessive risk-taking. The fund in question, an open-end exchange-traded mutual fund, aims to replicate the performance of the North American Marijuana Index and is managed by a firm that is fully compliant with securities legislation. The fund's passive investment strategy and the liquidity of its equity securities were key factors in the decision. The exemption allows the fund to lend up to 100% of its net asset value, provided it adheres to specific conditions regarding the type and valuation of collateral received, the rights of the fund in the event of borrower default, and the quality of borrowers. The collateral must be marked to market daily, and in cases where lending exceeds 50% of the fund's net asset value, the collateral value must be at least 110% of the loaned securities' market value. The fund's prospectus will disclose this exemption to potential investors, and the fund will continue to conduct its securities lending transactions in accordance with the provisions of NI 81-102, except as modified by the exemption. The decision was made with the view that the exemption is in the best interests of the fund and not prejudicial to the public interest. |
| 38.869 | 2021-04-20 | Seven Generations Energy Ltd. | Securities Act, R.S.A. 2000, c. S-4, s. 153. Citation: Re Seven Generations Energy Ltd., 2021 ABASC 51 April 20, 2021 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/seven-generations-energy-ltd-0 | The Securities Commission has granted an application by Seven Generations Energy Ltd. for an order to cease being a reporting issuer. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. The company has met the conditions for this order, which include not being an OTC reporting issuer, having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, and having no securities traded on any marketplace. Additionally, the company is not in default of any securities legislation. The order is supported by the relevant legislative provisions, including the Securities Act (R.S.A. 2000, c. S-4, s. 153) and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer. The outcome is that Seven Generations Energy Ltd. is no longer a reporting issuer in the jurisdictions of Canada. |
| 38.870 | 2021-04-20 | MDC Partners Inc. | National Instrument 61-101 Protection of Minority Security Holders in Special Transaction, ss. 8.1(1) and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mdc-partners-inc | The Securities Commission granted an exemption to a corporation from the requirement to obtain separate minority approval for each class of its voting shares in a special transaction. The exemption was based on the fact that the multiple voting shares represented less than 1% of the aggregate voting rights and were intended to be identical to subordinate voting shares except for voting rights. There was no difference in interest between the holders of each class of shares regarding the proposed transaction, and they were not affected differently. Safeguards included a fairness opinion, and the applicable corporate statute and the corporation's constating documents provided that shareholders would vote as a single class except in certain circumstances not present in the proposed transaction. The decision was made under the authority of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, specifically sections 8.1(1) and 9.1(2). The exemption was conditional upon the corporation holding a special meeting for disinterested shareholders to vote as a single class and providing an information circular that disclosed the exemption. |
| 38.871 | 2021-04-20 | Horizons ETFs Management (Canada) Inc. et al. | National Instrument 81-102 Mutual Funds, ss. 2.12(1)12 and 19.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-et-al-6 | The Securities Commission has granted an exemption to passive mutual funds from the usual securities lending restrictions outlined in National Instrument 81-102 Mutual Funds (NI 81-102). Typically, funds are limited to lending securities up to 50% of their net asset value. However, under the exemption, the funds in question can lend securities up to 100% of their net asset value, subject to certain conditions. The decision is based on an application by Horizons ETFs Management (Canada) Inc. on behalf of two specific funds: Horizons US Marijuana Index ETF (HMUS) and Horizons Psychedelic Stock Index ETF (PSYK). These funds aim to replicate the performance of specific indices related to the marijuana and psychedelics industries, respectively, and follow a passive investment strategy. The conditions for the exemption include that the funds must receive collateral that meets the requirements set out in NI 81-102, the collateral must be marked to market daily, and the funds must retain certain rights in the event of a borrower's default. Additionally, the funds can only lend securities to borrowers deemed acceptable. The decision was made with the understanding that the exemption is in the best interests of the funds and is not prejudicial to the public interest. The funds' prospectuses will disclose that they may engage in securities lending transactions up to 100% of their net asset value pursuant to the granted exemptive relief. |
| 38.866 | 2021-04-21 | Capital International Asset Management (Canada), Inc. | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d), 2.8(1)(f)(i), 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capital-international-asset-management-canada-inc-1 | The Securities Commission has granted an exemption to certain mutual funds managed by a specified investment fund manager from the requirements of National Instrument 81-102 Investment Funds (NI 81-102) paragraphs 2.8(1)(d) and 2.8(1)(f)(i). This exemption allows these funds to use put options or short forward, future, or swap positions as cover for long positions in forward contracts, standardized futures, or swaps, rather than only using cash cover or margin. The exemption is subject to conditions, including a limit on the funds' purchase of options (whether for hedging or non-hedging purposes) to no more than 10% of the fund's net asset value (NAV). The decision acknowledges that the current requirements effectively necessitate overcollateralization, which imposes additional costs on mutual funds. By allowing the use of put options or short positions as cover, the funds can enhance yield and manage exposure more effectively. The exemption is contingent on the funds maintaining sufficient cover to satisfy their obligations under the specified derivatives without recourse to other assets of the fund. The decision will be void if new securities legislation comes into force addressing the use of cover for these types of derivatives in compliance with section 2.8 of NI 81-102. The exemption is based on the understanding that the funds will disclose the nature of the exemption in their simplified prospectus and annual information form and that the investment fund manager will oversee the use of derivatives in accordance with established policies and procedures. |
| 38.867 | 2021-04-21 | World Outfitters Corporation Safari Nordik – s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/world-outfitters-corporation-safari-nordik-s-144 | The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against an issuer, World Outfitters Corporation Safari Nordik, which had been previously cease traded due to its failure to file required financial documents. The issuer sought the partial revocation to conduct a private placement with accredited investors in Ontario to raise funds up to $240,000. The proceeds are intended to be used to update the issuer's continuous disclosure documents and pay related fees. The issuer had not filed its audited annual financial statements and other related documents since 2010, which led to the initial CTO. The issuer represented that, aside from the filing defaults, it was not in violation of any other securities regulations. The private placement was to be conducted under the accredited investor prospectus exemption, and the issuer assured that none of the potential investors were insiders or related parties. The OSC, under section 144 of the Securities Act (Ontario), allowed the partial revocation subject to conditions. These conditions included that potential investors must receive copies of the CTO and the partial revocation order, along with a written notice that the partial revocation does not guarantee future full revocation. The issuer was also required to issue press releases and file material change reports as necessary. The partial revocation was set to terminate upon the completion of the private placement or within 60 days from the date of the order, whichever came first. This decision was made to enable the issuer to rectify its continuous disclosure defaults without being prejudicial to the public interest. |
| 38.868 | 2021-04-21 | Bullet Exploration Inc. – s. 4(b) of Ont. Reg. 289/00 under the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bullet-exploration-inc-s-4b-ont-reg-28900-under-obca | The Ontario Securities Commission (OSC) has granted consent to Bullet Exploration Inc. to continue from the jurisdiction of Ontario to British Columbia under the Business Corporations Act (BCA). This decision is based on the provisions of the Business Corporations Act (Ontario) (OBCA) and the associated Ontario Regulation 289/00, specifically subsection 4(b), which requires offering corporations to obtain consent from the Commission for such continuance. Bullet Exploration Inc., previously known as CHC Student Housing Corp., is an offering corporation with its common shares listed on the TSX Venture Exchange. The company has completed a reverse takeover transaction and intends to move its registered office to British Columbia, with the Alberta Securities Commission expected to become its principal regulator. The OSC's consent follows the company's compliance with all necessary regulations and the absence of any defaults or proceedings under the OBCA or other relevant securities legislation. Shareholders approved the continuance with a significant majority, and no dissent rights were exercised. The OSC determined that the continuance would not be prejudicial to the public interest, noting that the rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. The decision was made considering the potential for greater flexibility and a broader pool of board candidates that the BCBCA may offer the company. The consent was issued on April 21, 2021. |
| 38.864 | 2021-04-22 | Champignon Brands Inc. | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/champignon-brands-inc | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Champignon Brands Inc. The CTOs were originally put in place because the company failed to file certain required continuous disclosure materials. Champignon Brands Inc. has since addressed these defaults by updating their continuous disclosure filings. The decision to revoke the CTOs was made in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207). The British Columbia Securities Commission served as the principal regulator in this matter, and the Ontario Securities Commission opted into the revocation order issued by the principal regulator. The outcome is that the CTOs issued on October 27, 2020, by both the British Columbia and Ontario Securities Commissions have been lifted, allowing Champignon Brands Inc. to resume trading. The decision was made based on the test set out in the relevant securities legislation, which the company met by remedying its filing defaults. The revocation order was confirmed on April 22, 2021. |
| 38.865 | 2021-04-22 | Champignon Brands Inc. -- s. 171 of the Securities Act (BC) | Citation: 1. 2021 BCSECCOM 160 2. CHAMPIGNON BRANDS INC. REVOCATION ORDER SECTION 171 OF THE SECURITIES ACT, R.S.B.C. 1996, C. 418 3. Section 164(1) of the Act 4. National Policy 12-202 Revocation of Certain Cease Trade Orders. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/champignon-brands-inc-s-171-securities-act-bc | The Securities Commission has revoked a cease trade order against Champignon Brands Inc. following the company's compliance with disclosure requirements. The initial cease trade order was issued due to Champignon's failure to file a material change report after a restructuring transaction with AltMed Capital Corp. Champignon addressed the defaults by submitting the required report in the proper form. The Executive Director of the Commission concluded that revoking the cease trade order would not be against the public interest. This decision was made under the authority of section 171 of the Securities Act, R.S.B.C. 1996, c. 418, and in accordance with National Policy 12-202, which governs the revocation of certain cease trade orders. The revocation aligns with the Commission's mandate to protect investors and ensure fair and efficient capital markets. |
| 38.863 | 2021-04-23 | Fédération des caisses Desjardins du Québec | National Instrument 51-102, Parts 4, 5, 8. National Instrument 52-109, ss. 4.2 and 5.2. National Instrument 44-101, Part 2. National Instrument 44-102, Part 2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/federation-des-caisses-desjardins-du-quebec-2 | The Securities Commission has granted the Federation des caisses Desjardins du Quebec (the Filer) exemptive relief from certain financial reporting and prospectus requirements, subject to conditions. The relief pertains to the filing of annual and interim financial statements and management's discussion and analysis (MD&A), CEO and CFO certification requirements, and the qualification criteria for using short form and shelf prospectus regimes. Key points of the decision include: 1. The Filer is part of the Desjardins Group, a large financial cooperative group, and is a reporting issuer in all Canadian provinces. 2. The Filer requested to file combined financial statements and MD&A for the Desjardins Group instead of stand-alone Filer documents, arguing that the combined documents provide a more accurate picture of the financial health of the entity with which stakeholders engage. 3. The Desjardins Group is not a single legal entity or a reporting issuer, but it prepares combined financial statements in accordance with International Financial Reporting Standards (IFRS). 4. The Desjardins Group has been designated a domestic systemically important financial institution, subject to enhanced supervision and disclosure requirements. 5. The Filer believes that the financial solidarity mechanisms within the Desjardins Group ensure that stakeholders are protected by the collective capitalization of the group, rather than just the Filer. The Commission's decision allows the Filer to: - File Group Financial Statements and Group MD&A in lieu of Filer-specific documents. - Use Group Financial Statements and Group MD&A for all relevant purposes under Canadian Securities Laws. - Maintain internal controls and disclosure controls in compliance with relevant regulations. Conditions of the relief include: - The Filer must file and deliver Group Financial Statements and Group MD&A in accordance with National Instrument 51-102. - Any entity outside the Groupe cooperatif Desjardins included in the Group Financial Statements must be subject to supervisory powers by the Filer. - Certain consolidated financial thresholds for entities outside the Groupe cooperatif Desjardins must not exceed 10% of corresponding combined items of the Desjardins Group. - The Filer must provide summary financial information for entities outside the Groupe cooperatif Desjardins in each Group MD&A. - The Principal Regulator must continue to recognize the Desjardins Group as a domestic systemically important financial institution. The decision is based on the legislative provisions of National Instruments 51-102, 52-109, 44-101, and 44-102, as well as the securities legislation of Quebec and Ontario. The Autorite des marches financiers is the principal regulator for the application. |
| 38.861 | 2021-04-26 | Ninepoint Partners LP | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 59(1) and 147. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-4 | Summary of the Securities Commission Decision: The Ontario Securities Commission granted Ninepoint Partners LP (the Filer) on behalf of Ninepoint Bitcoin ETF (the Proposed ETF) and any future exchange-traded mutual funds (Future ETFs) managed by the Filer or its affiliates, exemptions from two requirements under the securities legislation. Firstly, the Filer and each ETF are exempt from the requirement to include an underwriter's certificate in an ETF's prospectus (Underwriter's Certificate Requirement), as per section 59(1) of the Securities Act (Ontario). This exemption is based on the understanding that Authorized Dealers and Designated Brokers do not provide typical underwriting services for the distribution of Creation Units, are not involved in the preparation of the ETF's prospectus, and do not receive underwriting fees from the ETFs. Secondly, all persons or companies purchasing Listed Securities of an ETF on an exchange in the normal course are exempt from the take-over bid requirements (Take-Over Bid Requirements) outlined in section 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids. This exemption acknowledges that it is impractical for purchasers of Listed Securities to monitor compliance with the Take-over Bid Requirements due to the ongoing issuance and redemption of Listed Securities, and the application of these requirements could adversely impact the liquidity of the Listed Securities. The decision was made under the authority of sections 59(1) and 147 of the Securities Act (Ontario) and section 6.1 of National Instrument 62-104, with the rationale that the exemptions are consistent with the public interest and the regulatory objectives of the securities legislation. |
| 38.862 | 2021-04-26 | Sunniva Inc | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sunniva-inc | The Securities Commission has granted a partial revocation of a cease trade order (CTO) against an issuer, which had been imposed due to the issuer's failure to file required financial documents. The issuer, which is undergoing financial difficulties and has sought protection under the Companies' Creditors Arrangement Act (CCAA), requested the partial revocation to issue common shares to its unsecured creditors as part of a restructuring plan. The Commission's decision allows the issuer to proceed with the share issuance to settle claims with up to 272 unsecured creditors, as outlined in an approved plan of compromise and arrangement under the CCAA. The decision is contingent upon certain conditions, including that the unsecured creditors receive copies of the original CTO, the partial revocation order, and written notice that all securities, including those issued in the transaction, remain subject to the CTO until it is fully revoked. The Commission's decision is based on the issuer's representations, including its financial hardship, insolvency proceedings, and the overwhelming approval of the restructuring plan by the creditors. The decision is supported by the belief that the transaction will enable the issuer to generate working capital to update its continuous disclosure obligations and eventually seek a full revocation of the CTO. The relevant laws and regulations underpinning the outcome include Section 144 of the Securities Act (Ontario), which allows for the partial revocation of a CTO, and National Policy 11-207, which addresses failure-to-file CTOs and revocations in multiple jurisdictions. The partial revocation is valid for the completion of the proposed transaction or up to 90 days from the date of the decision. |
| 38.858 | 2021-04-27 | Evolve Funds Group Inc, | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-3 | The Securities Commission has granted an exemption to the Evolve FANGMA Index ETF from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102), which limits investment funds from holding more than 10% of their net asset value in securities of any single issuer. This exemption allows the fund to invest more than 10% of its assets in the shares of each of the six NASDAQ-listed companies that comprise the Solactive FANGMA Equal Weight Index Canadian Dollar Hedged, which the fund aims to replicate. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and the exemption applies across all Canadian provinces and territories. The Evolve FANGMA Index ETF is managed by Evolve Funds Group Inc., which is responsible for the fund's promotion, trusteeship, and management. The rationale for granting the exemption is based on the fund's transparent, passive investment strategy, which is fully disclosed to investors. The fund's objective is to track the index, which is composed of equal weights of shares from Alphabet Inc., Amazon Inc., Apple Inc., Facebook Inc., Netflix Inc., and Microsoft Corp. The fund's portfolio is rebalanced quarterly to maintain these equal weights. The exemption is conditional upon the fund adhering to its investment objectives and strategies, disclosing its rebalancing approach, and including specific risk disclosures related to the concentration of investments in the final prospectus. The commission determined that the exemption meets the necessary legislative tests and is satisfied with the fund's liquidity and the large market capitalization of the companies in which it invests. |
| 38.859 | 2021-04-27 | Purpose Investments Inc. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-et-al-6 | The Securities Commission has granted an exemption to a mutual fund management company, allowing it to consolidate the simplified prospectuses (SPs) of its alternative mutual funds with those of its conventional mutual funds. This decision is based on the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which typically require separate SPs for alternative and conventional funds. The key reasons for the exemption include the desire to reduce renewal, printing, and related costs, and to streamline the distribution process across the company's fund platform. The Commission acknowledged that the alternative and conventional funds share many operational and administrative features, and combining them in the same SP would allow investors to compare the funds more easily. The decision also noted that investors would continue to receive the required fund facts and ETF facts documents, and the content of these documents would not be affected by the exemption. The Commission found no reason to treat mutual funds filing under National Instrument 81-101 differently from exchange-traded funds (ETFs) filing under National Instrument 41-101, which already allows for the consolidation of prospectuses for alternative and conventional funds. The exemption was granted based on the test set out in the applicable securities legislation, with the principal regulator being satisfied that the exemption meets the necessary criteria. |
| 38.860 | 2021-04-27 | Iona Energy Inc. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/iona-energy-inc | The Securities Commission has decided to vary a cease trade order that was previously issued for the securities of Iona Energy Inc. The original order, which prohibited trading of the company's securities, was put in place due to concerns under sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5. This decision was made after recognizing that the existing restrictions were disadvantaging Ontario resident shareholders compared to others who could trade on foreign markets. The variation, made under section 144(1) of the Act, allows beneficial shareholders who are not insiders or control persons, and who owned securities before the cease trade order was implemented, to sell their shares. However, two conditions must be met for the sale: it must occur outside of Canada and be conducted through an investment dealer registered in Ontario. This adjustment aims to level the playing field for all shareholders without compromising the public interest. The decision was finalized on April 27, 2021. |
| 38.857 | 2021-04-28 | Global Crossing Airlines Group Inc. | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/global-crossing-airlines-group-inc | The Securities Commission has granted an exemption to a foreign issuer, allowing it to file financial statements prepared in accordance with U.S. GAAP instead of Canadian GAAP, as well as management's discussion and analysis (MD&A) in accordance with U.S. requirements. This exemption applies to the issuer's financial statements for the year ended December 31, 2020, and the interim period ended March 31, 2021. The issuer, which is in the process of starting a U.S. charter airline, is a reporting issuer in multiple Canadian jurisdictions and is listed on the TSX Venture Exchange. It has filed a registration statement with the SEC and intends to become an SEC registrant, which would subject it to U.S. reporting requirements. The exemption is conditional on the issuer becoming an SEC Issuer by August 30, 2021. If it does not meet this deadline, the issuer must re-file its financial statements and MD&A in accordance with Canadian standards and issue a news release explaining the re-filings. The decision is based on the issuer's representations, including its significant U.S. presence and the fact that it has already prepared financial statements in accordance with U.S. GAAP, audited by U.S. PCAOB GAAS. The exemption is intended to avoid the need for the issuer to prepare duplicate financial statements under Canadian standards. The exemption is grounded in sections 3.2 and 5.1 of National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards, and section 13.1 of National Instrument 51-102, Continuous Disclosure Obligations, with the British Columbia Securities Commission acting as the principal regulator. The decision also reflects the securities regulatory authority or regulator in Ontario and relies on Multilateral Instrument 11-102 Passport System for application in other Canadian jurisdictions. |
| 38.854 | 2021-04-30 | Purpose Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), (a.1), (c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-12 | The Ontario Securities Commission granted an exemption to Purpose Investments Inc., on behalf of its existing and future investment funds, allowing them to invest up to 10% of their net assets in certain Irish and Guernsey funds not subject to Canadian regulations. The exemption applies to mutual funds, alternative mutual funds, and non-redeemable investment funds managed by Purpose, enabling them to invest in Irish mutual funds regulated by the Central Bank of Ireland under UCITS rules, and Guernsey closed-end funds governed by the Guernsey Financial Services Commission. The decision was based on the condition that the foreign funds have investment restrictions and practices substantially similar to those applicable to Canadian funds. The exemption is contingent upon the funds' compliance with section 2.5 of National Instrument 81-102 Investment Funds (NI 81-102), except for the provisions from which relief was sought. The exemption will expire six months after any amendments to NI 81-102 that permit such investments without the need for an exemption. The rationale for the exemption is that it allows for efficient and cost-effective investment strategies that align with the funds' objectives, without duplicating management fees. The decision ensures that investments are made in the best interests of the funds and their investors, and that the foreign funds' regulatory oversight is substantially equivalent to Canadian standards. |
| 38.855 | 2021-04-30 | Cuspis Capital Ltd. | Securities Act , R.S.O. 1990, c.S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cuspis-capital-ltd | The Securities Commission has granted an application by Cuspis Capital Ltd. for an order declaring that the company is no longer a reporting issuer under applicable securities laws. This decision is based on several key facts: 1. Cuspis Capital Ltd. is not an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of Section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c.S.5, as amended. The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria to cease being a reporting issuer and has therefore granted the requested relief. This decision also relies on the passport application process outlined in Multilateral Instrument 11-102 Passport System, with notice given that this will be applied in Alberta, British Columbia, and Saskatchewan. |
| 38.856 | 2021-04-30 | Bluma Wellness Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bluma-wellness-inc | The Securities Commission granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, Bluma Wellness Inc., is no longer required to file reports in Canada as it met the necessary conditions: it is not an OTC reporting issuer, has fewer than 15 security holders in any single Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. This decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the facts presented by the issuer. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. Relevant definitions and terms are consistent with National Instrument 14-101 Definitions and Multilateral Instrument 11-102 Passport System. |
| 38.851 | 2021-05-04 | Premier Gold Mines Limited | Securities Act, R.S.O. 1990, c.S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/premier-gold-mines-limited-0 | The Securities Commission has granted an order for Premier Gold Mines Limited (the Filer) to cease being a reporting issuer under applicable securities laws. The decision is based on the following key points: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The Filer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The order is supported by the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the legislation. The Ontario Securities Commission, acting as the principal regulator, has agreed to the request, allowing the Filer to cease being a reporting issuer. |
| 38.852 | 2021-05-04 | CI Investments Inc. and CI Galaxy Bitcoin Fund | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-ci-galaxy-bitcoin-fund | The Securities Commission approved a mutual fund merger between CI Galaxy Bitcoin Fund (Terminating Fund) and CI Galaxy Bitcoin ETF (Continuing Fund). The merger required approval as it did not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 Investment Funds (NI 81-102) due to its taxable nature. The merger complied with other pre-approval criteria, including securityholder vote and Independent Review Committee (IRC) approval, and provided adequate disclosure to securityholders. Key points include: - The merger will occur on a taxable basis, with no tax impact to unitholders holding the fund in a registered plan. - The Terminating Fund's unitholders approved the merger at a special meeting. - The merger was not considered a material change for the Continuing Fund, and thus no unitholder meeting was required for it. - The merger was intended to provide benefits such as better market price alignment with net asset value, potential economies of scale, and uniform management fees. - The costs of the merger were to be borne by the Manager, with no sales charges for the Terminating Fund's unitholders. - The merger was scheduled to occur after the close of business on or about May 7, 2021, with the Terminating Fund to be wound up promptly thereafter. The decision was made under the authority of sections 5.5(1)(b) and 19.1(2) of NI 81-102 and was consistent with the test set out in the Legislation for the principal regulator to make the decision. |
| 38.853 | 2021-05-04 | CI Investments Inc. and CI Galaxy Bitcoin Fund | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-ci-galaxy-bitcoin-fund-0 | The Ontario Securities Commission approved a mutual fund merger between CI Galaxy Bitcoin Fund (Terminating Fund) and CI Galaxy Bitcoin ETF (Continuing Fund). The approval was necessary because the merger did not qualify for pre-approved reorganizations under National Instrument 81-102 Investment Funds (NI 81-102) due to its taxable nature. The merger complied with other pre-approval criteria, including securityholder vote and Independent Review Committee (IRC) approval, and provided adequate disclosure to securityholders. Key points include: - The merger was not a tax-deferred transaction under the Income Tax Act (Canada). - Securityholders of the Terminating Fund approved the merger in a special meeting. - The merger was determined not to be a material change for the Continuing Fund, so no unitholder meeting was required for it. - The merger was intended to provide benefits such as better market price alignment, potential economies of scale, and consistent management fees. - The merger was to occur on a taxable basis, with no tax impact expected for unitholders holding the fund in a registered plan. - The costs of the merger were to be borne by the Manager, and no sales charges would be payable by unitholders in connection with the merger. - The Terminating Fund's assets were to be transferred to the Continuing Fund in exchange for units of equivalent value. - The Terminating Fund was to be wound up promptly following the merger. The regulatory framework for this decision included sections 5.5(1)(b) and 19.1(2) of NI 81-102, and the merger was subject to the conditions and restrictions applicable to alternative mutual funds under Canadian securities legislation. The merger was scheduled to occur after the close of business on or about May 7, 2021. |
| 38.849 | 2021-05-05 | Mercer Park Brand Acquisition Corp. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.2 and 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mercer-park-brand-acquisition-corp-0 | The Securities Commission has granted an exemption to a filer from certain financial statement requirements in connection with a qualifying transaction under the special purpose acquisition corporation (SPAC) program. The filer, an SEC issuer, is acquiring a private US issuer and needs to include the target's financial statements in a non-offering prospectus and an information circular. Key points: - The filer is exempt from Sections 3.2 and 3.3 of National Instrument 52-107, which require financial statements to be prepared in accordance with International Financial Reporting Standards (IFRS) and audited in accordance with Canadian GAAS. - The exemption allows the filer to prepare financial statements in accordance with U.S. GAAP and audit them in accordance with U.S. PCAOB GAAS. - This exemption applies to the financial statements of the US target and any pro forma financial statements included in the filer's prospectus and information circular. - The exemption is contingent on the filer completing the qualifying transaction as described. The decision is based on the filer's status as an SEC issuer and the practicality of using U.S. accounting and auditing standards for the US target's financial statements. The exemption will terminate if the qualifying transaction is not completed as anticipated. |
| 38.850 | 2021-05-05 | Hanfeng Evergreen Inc. -- s. 144(1) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hanfeng-evergreen-inc-s-1441 | The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) originally issued against Hanfeng Evergreen Inc. The CTO, which was imposed due to regulatory concerns, prohibited trading in the company's securities. The decision to vary the CTO was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, which allows for such variations if they are not prejudicial to the public interest. The variation permits beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada, subject to certain conditions. These conditions include that the sale must be made through a market outside of Canada and through an investment dealer registered in Ontario. This decision was made in recognition that the original terms of the CTO placed Ontario resident shareholders at a disadvantage compared to certain shareholders who could trade their shares on foreign markets. The outcome of this decision is that certain shareholders of Hanfeng Evergreen Inc. now have a limited ability to sell their shares, despite the CTO, provided they comply with the specified conditions. This variation aims to balance regulatory enforcement with fairness to shareholders. |
| 38.848 | 2021-05-06 | National Bank Investment Inc. and the NBI Funds | Applicable legislation/Regulatory Instrument: 1. Securities Act, RSO 1990, c. S.5, s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/national-bank-investment-inc-and-nbi-funds | The Securities Commission granted an exemption to extend the lapse date for the renewal of simplified prospectus, annual information form, and fund facts documents for certain mutual funds managed by National Bank Investment Inc. This extension was to accommodate the timing of proposed fund mergers. The lapse date was extended to June 7, 2021, from the original date of May 14, 2021. The extension was sought to avoid the need to renew prospectus documents for funds that would be terminating shortly after the original lapse date due to the mergers. The mergers were subject to securityholder approval at a special meeting and regulatory approval, as required by Regulation 81-102. The Commission determined that the extension would not be disadvantageous to investors and would not affect the accuracy of the information in the current prospectus documents. The decision was made under the authority of section 62(5) of the Securities Act (Ontario) and was consistent with public interest considerations. |
| 38.847 | 2021-05-07 | I.G. Investment Management, Ltd. | NI 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1)(a), and 5.7(1)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-20 | The Securities Commission has approved mutual fund mergers involving IG Mackenzie Low Volatility Canadian Equity Fund and IG Irish Life Global Equity Fund (Terminating Funds) into IG FI Canadian Equity Fund and IG Mackenzie Global Fund (Continuing Funds), respectively. The approval was necessary as the mergers did not meet the criteria for pre-approval due to differences in investment objectives between the Terminating and Continuing Funds. The decision is contingent upon securityholder approval. The key regulations involved are National Instrument 81-102 Investment Funds (NI 81-102), particularly sections 5.5(1)(b), 5.6(1)(a), and 5.7(1)(b), which govern mutual fund mergers and the criteria for pre-approval. The mergers are expected to streamline offerings, potentially reduce management fees, and provide investment management efficiencies and diversification opportunities. The Filer, I.G. Investment Management, Ltd., is the trustee and manager of the funds and is registered as a Portfolio Manager and an Investment Fund Manager in multiple Canadian provinces. The mergers are anticipated to be tax-deferred under the Income Tax Act (Canada) and are planned to be effective on or about June 18, 2021, subject to securityholder approval at special meetings scheduled for June 3, 2021. The Filer will bear the costs of the mergers, and no charges will be payable by unitholders for acquiring units of the Continuing Funds as a result of the mergers. |
| 38.841 | 2021-05-11 | Franklin Templeton Investments Corp. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-11 | The Securities Commission has approved an application for the merger of two investment funds, the Terminating Fund into the Continuing Fund, under certain conditions. The merger did not meet all pre-approval criteria of National Instrument 81-102 Investment Funds, specifically, it was not a qualifying exchange or tax-deferred transaction under the Tax Act. However, the funds had substantially similar investment objectives, fee structures, and valuation procedures. The Filer, an Ontario corporation managing the funds, is registered as an investment fund manager and is not in default under securities legislation. The merger was publicly announced, and the Independent Review Committee provided a positive recommendation, deeming the merger fair and reasonable for the funds. Securityholders of the Terminating Fund were to vote on the merger at a special meeting. The Filer concluded the merger would not materially change the Continuing Fund and would assume the costs of the merger. The merger was intended to be on a taxable basis for various reasons, including the potential non-qualification of the Terminating Fund as a mutual fund trust on the merger date and the tax-exempt status of the majority of its securityholders. The merger was believed to be beneficial as it would prevent adverse tax consequences, address the economic non-viability of the standalone Terminating Fund, simplify the product lineup, and potentially attract more investors to the Continuing Fund. The approval was contingent on the Filer obtaining prior approval from the securityholders of the Terminating Fund at the special meeting. The merger was set to be effective on or about June 25, 2021, with the Terminating Fund to be wound up within 60 days post-merger. |
| 38.842 | 2021-05-11 | International Clean Power Dividend Fund | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1) and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/international-clean-power-dividend-fund | The Securities Commission has granted an exemption to a closed-end investment fund, International Clean Power Dividend Fund (the Filer), from the prospectus requirement for the resale of units repurchased from existing security holders or surrendered by security holders for redemption. The Filer is an unincorporated closed-end investment trust established under Alberta law and is not considered a mutual fund. It is a reporting issuer in all Canadian provinces and its units are listed on the Toronto Stock Exchange. The Filer has two purchase programs: a Mandatory Purchase Program, where it is obligated to purchase units if their price falls below a certain threshold, and a Discretionary Purchase Program, where it may purchase units at market prices. Additionally, there are three redemption programs: Monthly Redemptions, Annual Redemptions, and Additional Redemptions, the latter allowing holders to use redemption proceeds to purchase new fund securities. The Filer intends to resell repurchased or redeemed units through securities dealers on the Exchange, holding them for a four-month period before resale, ensuring the resale does not significantly impact market prices. Units not resold within 16 months will be cancelled, and the Filer will not resell more than 5% of outstanding units in a calendar year. The exemption is conditional upon compliance with applicable securities legislation, Exchange regulations, and specific provisions of National Instrument 45-102 Resale of Securities. The decision is based on the Filer's representations and is subject to the conditions that the resale complies with the Exchange's regulations and policies, and the Filer adheres to the resale limitations and disclosure requirements. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53(1) and 74(1), and is supported by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Alberta Securities Commission is the principal regulator, and the decision also represents the decision of the securities regulatory authority in Ontario. |
| 38.843 | 2021-05-11 | Cardinal Resources Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cardinal-resources-limited | The Securities Commission has granted an application by Cardinal Resources Limited (the Filer) for an order declaring that the company is no longer a reporting issuer in any Canadian jurisdiction. The decision is based on several key representations made by the Filer: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), to cease being a reporting issuer. The decision was made under the framework of the Process for Cease to be a Reporting Issuer Applications and is supported by the provisions of Multilateral Instrument 11-102 Passport System, which allows for a coordinated approach across multiple Canadian jurisdictions. |
| 38.844 | 2021-05-11 | CRH Medical Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/crh-medical-corporation | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was based on the following key points: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is currently recognized as such. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the issuer is no longer a reporting issuer and is relieved from the associated reporting obligations under the securities legislation. |
| 38.845 | 2021-05-11 | National Bank Investments Inc. et al. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b) and 5.7. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/national-bank-investments-inc-et-al-2 | The Securities Commission has approved a series of fund mergers proposed by National Bank Investments Inc. under National Instrument 81-102 Investment Funds, subject to certain conditions. The decision was based on the following key points: 1. The mergers involve multiple Terminating Funds being merged into corresponding Continuing Funds, with the goal of streamlining offerings and potentially reducing costs. 2. The mergers did not meet all the criteria for pre-approval under section 5.6 of Regulation 81-102 because: - The investment objectives of the Continuing Funds were not substantially similar to those of the Terminating Funds. - The fee structures were not substantially similar. - Some mergers would not qualify as tax-deferred transactions under the Income Tax Act. - Preliminary fund facts documents were sent instead of final versions for new series of Continuing Funds. 3. Despite these discrepancies, the mergers complied with other pre-approval criteria, including securityholder votes and Independent Review Committee (IRC) approval. 4. Securityholders were provided with adequate disclosure to make informed decisions, including the potential tax implications of the mergers. 5. The mergers were deemed beneficial for reasons such as improved fund diversification, increased market presence, and in some cases, stronger long-term performance and lower fees. 6. The Commission's approval was contingent on obtaining prior approval from the securityholders of the Terminating Funds and, if applicable, the Voting Continuing Funds. The decision was made in accordance with the securities legislation of Quebec and Ontario, and the relevant regulations including CQLR c. V-1.1, r. 39 (Regulation 81-102), the Income Tax Act, and other related regulations. The anticipated effective dates for the mergers ranged from May 21, 2021, to June 4, 2021. |
| 38.846 | 2021-05-11 | Dani Reiss | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1) and 74(1). National Instrument 45-102 Resale of Securities, s. 2.8. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dani-reiss | The Securities Commission granted an exemption from the prospectus requirement for trades made by a control person of an issuer under an automatic securities disposition plan (ASDP). The applicant, a control person, intended to establish an ASDP for orderly sales of securities in accordance with CSA Staff Notice 55-317. The exemption was necessary because compliance with section 2.8 of National Instrument 45-102 Resale of Securities (NI 45-102) would impede the ability to conduct successive dispositions under the ASDP due to the seven-day waiting period and the requirement to refile a Form 45-102F1 every 30 days. The exemption was granted subject to several conditions, including restrictions on the commencement of sales, meaningful restrictions on amending, suspending, or terminating the ASDP, and the requirement that the total number of shares sold does not exceed 1% of the outstanding shares. Additionally, the applicant must file a notice and insider reports in accordance with NI 45-102, and the sales period under the ASDP is limited to 12 months. The exemption will terminate 12 months after the effective date of the ASDP. The Commission also granted confidentiality relief, allowing the application and related materials to remain confidential until either the public disclosure of the ASDP or 90 days from the date of the decision. The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically ss. 53(1) and 74(1), and National Instrument 45-102 Resale of Securities, s. 2.8. |
| 38.839 | 2021-05-13 | Horizons ETFS Management (Canada) Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-8 | The Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc. and its associated exchange-traded funds (ETFs) from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows corporate class ETFs within the same mutual fund corporation to acquire shares from each other through a public marketplace, such as the Toronto Stock Exchange (TSX), without triggering formal issuer bid requirements. The decision is based on the understanding that such transactions will be conducted in accordance with the fund-of-fund rules outlined in National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107). These rules permit one investment fund to invest in another managed by the same investment fund manager, subject to certain conditions. The exemption is subject to the following conditions: 1. Acquisitions must comply with the fund-of-fund rules. 2. Transactions must occur in the secondary market at prevailing market prices. 3. Acquired shares will not be cancelled and will remain outstanding securities of the mutual fund corporation. This decision allows for more cost-effective and operationally efficient management of the ETFs, benefiting the securityholders. The Ontario Securities Commission, as the principal regulator, has determined that the exemption meets the necessary legislative criteria. |
| 38.840 | 2021-05-13 | Mackenzie Financial Corporation and Mackenzie Global Credit Opportunities Fund | National Instrument 81-101 -- Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). National Instrument 81-102 -- Investment Funds, ss. 3.1, 15.1.1 and 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2) 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.1 and 17.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-and-mackenzie-global-credit-opportunities-fund | The Securities Commission has granted exemptive relief to Mackenzie Financial Corporation (the Filer) on behalf of Mackenzie Global Credit Opportunities Fund (the Terminating Fund) for a proposed merger with Mackenzie North American Corporate Bond Fund (the Continuing Fund). The relief is from certain seed capital requirements under National Instrument 81-102 Investment Funds (NI 81-102), and from requirements under National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 81-106 Investment Fund Continuous Disclosure to allow the use of performance data from the existing funds in the new continuing funds' documents. The merger did not meet all pre-approved reorganization criteria under section 5.1 of NI 81-102, specifically regarding the similarity of investment objectives, tax-deferred transaction requirements, and the inclusion of the most recent fund facts documents. However, the merger complied with other pre-approved criteria under section 5.6 of NI 81-102. The Filer, a registered investment fund manager, portfolio manager, exempt market dealer, adviser, and commodity trading manager, manages the Funds, which are reporting issuers and not in default of securities legislation. The Funds follow standard investment restrictions and practices, except where exempted, and their units are qualified for sale under current Offering Documents, with some series offered on an exempt distribution basis. The Independent Review Committee (IRC) provided a positive recommendation for the merger, determining it would achieve a fair and reasonable result for the Funds and their unitholders. The merger will be effected on a taxable basis to preserve any unused tax losses of the Continuing Fund. Unitholders of the Terminating Fund will vote on the merger at a special meeting. If approved, systematic plans will be re-established in the Continuing Fund, and unitholders have the right to redeem or exchange their units until the business day before the Effective Date. No sales charges will be incurred for the acquisition of the Terminating Fund's portfolio by the Continuing Fund. The merger is considered beneficial for unitholders due to efficient use of investment managers, streamlined similar mandates, continued access to the same investment management team, and same or lower fees for the Continuing Fund. The Commission's decision is contingent upon the Filer obtaining prior approval from the unitholders of the Terminating Fund at the special meeting. |
| 38.838 | 2021-05-14 | GVIC Communications Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gvic-communications-corp | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, incorporated under the Canada Business Corporations Act with its head office in Vancouver, British Columbia, is no longer publicly traded following a plan of arrangement that resulted in all its issued and outstanding shares being acquired by Glacier Media Inc. and its affiliates. The decision was based on several key factors: 1. The issuer is not an OTC reporting issuer. 2. Its securities are beneficially owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 securityholders worldwide. 3. No securities are traded on any market in Canada or any other country. 4. The issuer is not in default of securities legislation, except for the non-filing of certain continuous disclosure documents which were not required until after the issuer became a wholly-owned subsidiary of Glacier. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision reflects the test set out in the legislation, indicating that the issuer has met the necessary criteria to cease being a reporting issuer. |
| 38.836 | 2021-05-17 | QMX Gold Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., ss.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/qmx-gold-corporation | The Securities Commission has granted an order for QMX Gold Corporation (the Filer) to cease being a reporting issuer. The Filer, a mining company, became a wholly-owned subsidiary of Eldorado Gold Corporation (the Purchaser) following an arrangement agreement. The Filer's securities were delisted, and the only outstanding securities held by third parties are warrants exercisable for a fraction of the Purchaser's common shares and cash, not Filer's securities. The Filer could not use the simplified procedure for ceasing to be a reporting issuer due to the number of warrant holders. However, these holders will not be prejudiced by the cessation as they do not require public disclosure from the Filer. The Filer is not in default of any obligations as a reporting issuer and has no plans for public financing or issuing new securities, except to the Purchaser or its affiliates. The order is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and relies on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions outside Ontario. The Filer is not a reporting issuer in any jurisdiction following the order. The decision was made considering the Filer's compliance with relevant securities legislation and the lack of necessity for the Filer to maintain its reporting issuer status. |
| 38.837 | 2021-05-17 | TriSummit Utilities Inc. | National Instrument 44-101 Short Form Prospectus Distributions, s. 2.3. National Instrument 44-102 Shelf Distributions, s. 2.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trisummit-utilities-inc | The Securities Commission has granted an exemption to an unlisted filer from the restriction on issuing convertible securities as outlined in Section 2.3 of both National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. This exemption allows the filer to issue preferred shares or debt securities that are convertible into other securities of the filer, provided that these securities meet certain designated rating requirements. The filer, a corporation organized under the Canada Business Corporations Act with its head office in Calgary, Alberta, is a reporting issuer in multiple Canadian jurisdictions. Although the filer's common shares were previously listed on the Toronto Stock Exchange, they were delisted following an all-cash transaction. The filer remains a reporting issuer due to the wide distribution of its medium-term notes. The exemption was granted on the condition that the proposed convertible securities to be distributed have received a provisional designated rating, are not at risk of being downgraded below a designated rating, and have not been given a final rating lower than a designated rating. Additionally, the filer must reasonably believe that the securities into which the convertible securities could be converted would also meet these rating criteria at the time of distribution. This decision allows the filer to proceed with the issuance of convertible securities under its existing base shelf prospectus, expanding its financing options despite not having equity securities listed on a recognized exchange. |
| 38.835 | 2021-05-18 | Fidelity Investments Canada ULC | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-21 | As an AI language model, I don't have direct access to external documents, including specific decisions by the Securities Commission. However, if you provide me with the main points or excerpts from the decision, I can help summarize the information for you, including the key facts, reasoning, and outcome, as well as noting any relevant laws or regulations that underpin the outcome. Please paste the relevant text or describe the decision, and I'll assist you in summarizing it. |
| 38.833 | 2021-05-19 | Triple Flag Precious Metals Corp. | National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.1(1) and 9.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/triple-flag-precious-metals-corp-0 | The Securities Commission has granted an exemption to a filer from the requirement to file technical reports for each mineral property material to the filer upon becoming a reporting issuer. This decision is based on National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), specifically subsections 4.1(1) and 9.1(1). The filer, a corporation with a head office in Toronto, Ontario, is not currently a reporting issuer and is not in default of securities legislation. The filer holds stream and royalty interests in several material mineral properties through subsidiaries. These interests are in the Northparkes copper-gold mine, Cerro Lindo mine, a PGM mine, and the Fosterville mine. The exemption was sought because the filer is not the owner or operator of these properties, and the scientific and technical information material to the filer has already been disclosed by the respective operators or owners, who are either reporting issuers in Canada or listed on specified exchanges. These operators have disclosed mineral resources and reserves in accordance with recognized reporting standards such as the JORC Code and SAMREC Code. The filer will become a reporting issuer following the filing and receipt of a final prospectus in connection with a proposed initial public offering (IPO). The filer has represented that it will disclose the source of scientific and technical information for the material properties in any document filed under NI 43-101. The principal regulator concluded that the exemption meets the test set out in the legislation and granted the exemption sought. |
| 38.831 | 2021-05-20 | I.G. Investment Management, Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-21 | The Securities Commission granted an exemption to a group of mutual funds, allowing them to extend the lapse date for their prospectus. This decision was made under the Securities Act and National Policy 11-203, which governs exemptive relief applications in multiple jurisdictions. The mutual funds in question, known as the iProfile Portfolios, are managed by I.G. Investment Management, Ltd. The company is registered as an investment fund manager and advisor across Canada and is not in default of any securities legislation. The current prospectus for the iProfile Portfolios was dated May 29, 2020, with a lapse date of May 29, 2021. To continue the distribution of securities without interruption, a new prospectus must be filed and receipted within specific time frames relative to the lapse date. The iProfile Portfolios are closely related to the iProfile Private Portfolios, which have a prospectus lapse date of June 28, 2021. Aligning the lapse dates for both sets of portfolios would streamline operational decisions, updates, and disclosures, leading to more consistent administration. The Filer argued that extending the lapse date to June 28, 2021, for the iProfile Portfolios would not compromise the accuracy or reliability of the prospectus information and would serve the public interest. The principal regulator agreed with this assessment and granted the exemption, allowing the iProfile Portfolios to file their prospectus in alignment with the iProfile Private Portfolios, thereby extending the lapse date to June 28, 2021. |
| 38.830 | 2021-05-21 | BitRush Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bitrush-corp-0 | The Securities Commission has revoked a cease trade order (CTO) against an issuer, BitRush Corp., after the company remedied its previous failures to file required continuous disclosure materials. The CTO was initially issued due to the company's non-compliance with filing certifications for financial information for the period ended September 30, 2016, as mandated by National Instrument 52-109. BitRush Corp. subsequently failed to file audited annual financial statements and related management's discussion and analysis for several years, as well as quarterly financial statements and certifications by the CEO and CFO. However, the company has since updated all required filings and certifications, paid all outstanding fees, and is now in compliance with continuous disclosure obligations. The decision to revoke the CTO was based on the company's representations that it has resolved its financial distress, which was partly due to legal actions against its former CEO, and has no plans for restructuring transactions involving businesses outside of Canada without proper prospectus filings. The company has also provided an undertaking to hold an annual shareholder meeting within three months of the CTO revocation and to comply with additional requirements for any future significant transactions. The revocation was granted under section 144 of the Securities Act (R.S.O. 1990, c. S.5) and in accordance with National Policy 11-207. The company has assured that its SEDAR profile is current and that there have been no undisclosed material changes in its business. Upon revocation of the CTO, BitRush Corp. will issue a news release and file a material change report outlining its future plans. |
| 38.829 | 2021-05-25 | Brookfield Asset Management Reinsurance Partners Ltd. | National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e) and 8.1. National Instrument 44-102 Shelf Distributions, ss. 9.3(1)(b) and 11.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-asset-management-reinsurance-partners-ltd | The Securities Commission granted an exemption to Brookfield Asset Management Reinsurance Partners Ltd. (the company) from certain requirements of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and National Instrument 44-102 Shelf Distributions (NI 44-102). Specifically, the company sought relief from the requirement that an issuer's equity securities must be listed on a short form eligible exchange (subsection 2.2(e) of NI 44-101) and that at-the-market distributions using shelf procedures must be limited to equity securities (paragraph 9.3(1)(b) of NI 44-102). The company, which is involved in providing annuity-based reinsurance products, is not a reporting issuer in Canada but is expected to become one upon completion of a special dividend of class A exchangeable shares. These shares are economically equivalent to, and exchangeable for, class A limited voting shares of Brookfield Asset Management Inc. However, they do not carry a residual right to participate in the company's assets upon liquidation or winding-up, and thus are not considered equity securities under the legislation. Despite this, the company argued that the class A exchangeable shares should be treated as equity securities for the purposes of NI 44-101 and NI 44-102 because they are the economic and voting equivalent of Brookfield Class A Shares, which do qualify as equity securities. The Commission agreed with the company's rationale and granted the exemption, subject to certain conditions. These conditions include that the company must be otherwise qualified to file a preliminary short form prospectus, the class A exchangeable shares must be listed on a short form eligible exchange, the company's operations must not have ceased, and its principal asset must not be cash, cash equivalents, or its exchange listing. Additionally, the Brookfield Class A Shares must qualify as equity securities under the relevant instruments. The exemption allows the company to issue class A exchangeable shares without meeting the typical listing requirements for equity securities, recognizing the unique nature of these shares and their economic equivalence to Brookfield Class A Shares. |
| 38.826 | 2021-05-27 | Pennine Petroleum Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pennine-petroleum-corporation | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Pennine Petroleum Corporation. The CTOs were initially imposed due to the corporation's failure to file required continuous disclosure materials. Pennine Petroleum Corporation has since remedied the defaults by updating its continuous disclosure filings. The decision to revoke the CTOs was made under the authority of Section 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended) and in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the agreement of both the Alberta Securities Commission, acting as the principal regulator, and the Ontario Securities Commission. The key factors influencing the decision included the corporation's current compliance with continuous disclosure obligations and the updating of its profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI). The revocation order was issued on May 27, 2021, indicating that the corporation is no longer subject to the CTOs in Alberta and Ontario. |
| 38.827 | 2021-05-27 | Arrow Capital Management Inc. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/arrow-capital-management-inc-3 | The Securities Commission approved an investment fund merger between Exemplar Investment Grade Fund (Terminating Fund) and Arrow EC Income Advantage Alternative Fund (Continuing Fund). The approval was necessary as the merger did not meet all pre-approval criteria in National Instrument 81-102 Investment Funds, particularly regarding the similarity of investment objectives and fee structures between the two funds. Key facts include: - Both funds are open-end mutual fund trusts established under Ontario law and managed by Arrow Capital Management Inc. - The Terminating Fund aims to generate income and preserve capital through a diversified portfolio of primarily North American investment grade corporate bonds. - The Continuing Fund has a similar investment objective but uses leverage and has a different fee structure, including a performance fee. - The merger required approval from the Terminating Fund's unitholders and was subject to a positive recommendation from the Independent Review Committee (IRC). - Costs associated with the merger are borne by the Filer, not the funds. - The merger is expected to be tax-deferred under the Income Tax Act (Canada). The reasoning for the approval includes: - The merger is in the best interests of both funds and their unitholders. - It will provide economies of scale and potential for better performance and increased portfolio diversification. - Unitholders of the Terminating Fund were provided with sufficient information to make an informed decision. The outcome is that the merger was approved, subject to unitholder approval and other conditions, and is expected to occur on or about June 25, 2021. The decision was made under the authority of sections 5.5(1)(b), 5.6(1), 5.7(1)(b), and 19.1(1) of National Instrument 81-102 Investment Funds. |
| 38.828 | 2021-05-27 | Pennine Petroleum Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pennine-petroleum-corporation | The Securities Commission has decided to revoke the cease trade order (CTO) previously issued against Pennine Petroleum Corporation. The CTO was initially put in place due to the company's failure to file certain required continuous disclosure materials. Pennine Petroleum Corporation has since remedied the defaults by updating its continuous disclosure filings. The decision to revoke the CTO was made under the authority of the Securities Act (R.S.O. 1990, c. S.5, as amended, section 144) and in accordance with National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the agreement of both the Alberta Securities Commission, acting as the principal regulator, and the Ontario Securities Commission. The revocation order is based on the company's representations that it is a reporting issuer in Alberta, British Columbia, and Ontario, that there are no other revocation applications in progress, and that all required continuous disclosure documents have been filed. The company has also updated its profiles on SEDAR and SEDI. The decision to revoke the CTO was made on May 27, 2021, indicating the company has met the necessary conditions for revocation as set out in the relevant securities legislation. |
| 38.820 | 2021-05-28 | Fidelity Investments Canada ULC | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4(1), 2.4(2), 2.4(3) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-22 | The Securities Commission has granted exemptive relief to investment funds managed by Fidelity Investments Canada ULC, allowing them to invest in unregistered fixed income securities, known as 144A Securities, beyond the usual limits on illiquid assets. These funds must be qualified institutional buyers as defined by the U.S. Securities Act of 1933, and the securities must be traded on mature and liquid markets. The decision is based on the recognition that 144A Securities can offer attractive investment opportunities and can be traded freely among qualified institutional buyers, reducing liquidity concerns. The Commission determined that allowing these investments would not compromise investor protection or the funds' ability to meet redemption requests. The relief is conditional upon the funds maintaining their status as qualified institutional buyers at the time of purchase, the securities not being considered illiquid under part (a) of the definition in National Instrument 81-102 Investment Funds, and the disclosure of this exemption in the funds' prospectuses. The decision is grounded in the provisions of National Instrument 81-102 Investment Funds, particularly sections 1.1, 2.4(1), 2.4(2), 2.4(3), and 19.1, and is consistent with the public interest. |
| 38.821 | 2021-05-28 | HEXO Corp. and Zenabis Global Inc. | Securities Act,R.S.O. 1990, c. S.5, as am., s. 107. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 4.5. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. National Instrument 55-102 System for Electronic Disclosure by Insiders, ss. 2.1 and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hexo-corp-and-zenabis-global-inc | The Securities Commission has granted Zenabis Global Inc. (Zenabis) relief from continuous disclosure, certification, and insider reporting requirements following its acquisition by HEXO Corp. (HEXO) through a court-approved plan of arrangement. Zenabis's only outstanding securities are warrants exercisable for HEXO shares, which do not qualify as designated exchangeable securities under National Instrument 51-102 (NI 51-102). Consequently, Zenabis sought exemptions from the obligations typically imposed on reporting issuers. The Commission's decision is based on several conditions, including HEXO's ownership of all voting securities of Zenabis, HEXO's compliance with its own continuous disclosure obligations, and Zenabis's commitment not to issue any new securities to the public except under certain conditions. Zenabis must also file notices or copies of HEXO's documents and ensure material changes specific to Zenabis are disclosed. The granted relief aligns with the provisions similar to section 13.3 of NI 51-102, which typically applies to exchangeable security issuers. Additionally, Zenabis is exempted from filing annual and interim certificates as required by National Instrument 52-109, provided it does not file its own financial statements and complies with the conditions of the continuous disclosure exemption. Insiders of Zenabis are relieved from filing insider reports under National Instrument 55-104 and from the requirement to file an insider profile under National Instrument 55-102, subject to certain conditions, including that they do not receive non-public material information and are not insiders of HEXO in any other capacity. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant National Instruments mentioned above. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where Zenabis is a reporting issuer. |
| 38.822 | 2021-05-28 | Purpose Investments Inc. | National Instrument 81-102 Investment Funds, ss. 10.3(1) and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(1), 4.1(3)(a), 4.1(3)(d), and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-13 | The Securities Commission granted an investment fund relief from certain provisions of the National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). The fund, designed to provide monthly cash distributions tied to the lifespan of retiree investors, received permission to calculate the redemption price of its Decumulation Class units in a manner different from the standard net asset value (NAV) per security requirement. Specifically, the redemption price will be the lesser of the original purchase price minus all cash distributions paid prior to redemption or the NAV per unit, which may result in a redemption amount less than the NAV per unit. Additionally, the fund was allowed to include charts in its fund facts document that are not typically required or permitted, showing targeted annual income payments and total return value at death, along with related assumptions. This information is deemed essential for investors to understand the fund's risks and assess investment suitability. The relief was granted on the condition that the fund prominently discloses on the prospectus and fund facts document the method for determining the Decumulation Class Redemption Price and the possibility of receiving less than the NAV per unit upon death or voluntary redemption. The decision was based on the belief that this disclosure is crucial for investor understanding and will not mislead them. The relevant laws and regulations underpinning the outcome are subsection 10.3(1) of NI 81-102, subsection 2.1(1), and paragraphs 4.1(3)(a) and 4.1(3)(d) of NI 81-101. The relief is contingent upon the fund's adherence to the conditions set forth in the decision. |
| 38.823 | 2021-05-28 | BMO Investments Inc. | National Instrument 81-102 Investment Funds, ss. 5.5(1), 5.5(3), 5.6(1), 5.7(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-12 | The Securities Commission approved the merger of two mutual funds, subject to securityholder approval, as the proposed mergers did not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 (NI 81-102). The key issues were that the investment objectives and fee structures of the merging funds were not substantially similar, and one merger would not be a tax-deferred transaction. The decision was based on the belief that the mergers would benefit securityholders by providing broader investment objectives, better portfolio manager flexibility, and more streamlined product offerings. The mergers were also expected to address declining assets under management and variable operating expenses of the terminating funds. The approval was contingent on the funds obtaining securityholder approval at special meetings. Relevant legislation includes NI 81-102, particularly sections 5.5(1), 5.5(3), 5.6(1), and 5.7(1), as well as tax implications under the Income Tax Act (Canada). |
| 38.824 | 2021-05-28 | Cuspis Capital Ltd. | Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cuspis-capital-ltd-0 | The Ontario Securities Commission (OSC) has issued an order that Cuspis Capital Ltd. is deemed to have ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The company had applied for this order and represented that it is an offering corporation under the OBCA, has no plans to seek public financing through securities offerings, and had previously been granted an order on April 30, 2021, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission agreed to the order, concluding that granting it would not be against the public interest. |
| 38.825 | 2021-05-28 | HSBC Global Asset Management (Canada) Limited | National Instrument 81-102 Investment Funds, s. 4.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hsbc-global-asset-management-canada-limited-4 | The Securities Commission has granted an exemption to a group of mutual funds managed by an investment fund manager from the restriction in section 4.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This restriction typically prevents funds from investing in equity securities during or within 60 days after a distribution if a related dealer is involved as an underwriter. The exemption allows these funds to invest in such distributions outside of Canada, subject to certain conditions. The decision is based on the argument that the global operations of the related dealers significantly limit the funds' ability to participate in foreign distributions, resulting in missed investment opportunities and competitive disadvantages. The funds have demonstrated a market necessity for the exemption and have formal policies and procedures to address potential conflicts of interest, which have been approved by their independent review committee (IRC) as per National Instrument 81-107. The exemption is conditional upon the funds' investments being consistent with their objectives and strategies, approval by the IRC in accordance with subsection 5.2(2) of NI 81-107, and compliance with certain other conditions similar to those for domestic offerings under section 4.1(4) of NI 81-102. These conditions include the distribution being made through a prospectus or private placement in the foreign jurisdiction, the related dealer being regulated in that jurisdiction, the securities being listed on a stock exchange, and purchases during the 60-day period being made on an exchange. Additionally, details of investments made under this exemption must be reported annually. The decision was made by the British Columbia Securities Commission, acting as the principal regulator, and also represents the decision of the Ontario Securities Commission. |
| 38.816 | 2021-05-31 | Powerband Solutions Inc. – s. 1(11)(b) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/powerband-solutions-inc-s-111b | The Ontario Securities Commission (OSC) has granted an order recognizing a company as a reporting issuer in Ontario. This decision is based on the company's existing status as a reporting issuer in British Columbia and Alberta, its listing on the TSX Venture Exchange, and its significant connection to Ontario, including its head office and the majority of its directors and operations being located in the province. The company, incorporated under the Business Corporations Act (British Columbia), has been a reporting issuer in British Columbia and Alberta since January 10, 2013, and complies with the continuous disclosure requirements in those provinces, which are substantially the same as those in Ontario. The company's securities are traded on the TSX Venture Exchange and the OTCQB in the United States. It has determined that it has a significant connection to Ontario, necessitating the application to the OSC as per the policies of the TSX Venture Exchange. The OSC's decision to grant reporting issuer status is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically paragraph 1(11)(b). The order is not expected to be prejudicial to the public interest. The company will now amend its SEDAR profile to indicate the OSC as its principal regulator. The decision was made on May 31, 2021. |
| 38.818 | 2021-05-31 | Sunrise Energy Metals Limited (formerly, Clean TeQ Holdings Limited) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sunrise-energy-metals-limited-formerly-clean-teq-holdings-limited | The Ontario Securities Commission granted an order that Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited) is no longer a reporting issuer in Ontario. The decision was based on the fact that a small percentage of the company's shares were held by Canadian residents (approximately 2.77% of outstanding shares worldwide) and an even smaller percentage of the company's shareholders were Canadian (approximately 0.44% worldwide). The company, which is focused on metals recovery and water treatment technologies, is based in Australia with its primary operations and assets located there, and it is subject to Australian securities laws and Australian Stock Exchange (ASX) requirements. The company has no current plans to offer securities in Canada and has not conducted any Canadian offerings since delisting from the Toronto Stock Exchange (TSX). It has also committed to providing Canadian securityholders with the same disclosure material as Australian residents, as required by Australian laws and ASX rules. The company could not use the simplified procedure for ceasing to be a reporting issuer due to having more than 50 securityholders worldwide and more than 2% of its shares being owned by Canadians. However, the Commission determined that granting the order would not be against the public interest. The decision was made under subparagraph 1(10)(a)(ii) of the Securities Act (Ontario). |
| 38.819 | 2021-05-31 | Algold Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/algold-resources-ltd | The Securities Commission has issued a decision regarding Algold Resources Ltd. (the Issuer), a gold exploration company. The Issuer was subject to a failure-to-file cease trade order (FFCTO) due to non-compliance with annual filing requirements, largely attributed to financial difficulties exacerbated by the COVID-19 pandemic. Subsequently, the Issuer underwent reorganization under the Bankruptcy and Insolvency Act (BIA) and the Canada Business Corporations Act (CBCA), resulting in a proposal where all issued and outstanding common shares of the Issuer would be redeemed for shares of Aya Gold & Silver Inc. (Aya), making Aya the sole shareholder. The Issuer applied for a revocation of the FFCTO and for an order to cease being a reporting issuer under National Policy 11-207 and National Policy 11-206, respectively. The applications were reviewed under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers of Quebec serving as the principal regulator. The Commission's decision was based on several factors, including the Issuer's reorganization plan approved by the Superior Court (Quebec), the conditional approval of the TSX and TSX Venture Exchange for the listing of Aya shares, and the Issuer's future status as a non-reporting entity with no intention to seek public financing. The Commission concluded that the Issuer met the necessary criteria for both the revocation of the FFCTO and the cessation of reporting issuer status. Consequently, the Commission granted the FFCTO Revocation Order and the Cease to be a Reporting Issuer Order, allowing the reorganization to proceed as planned. The Commission made no judgment on the merits of the reorganization terms. |
| 38.815 | 2021-06-01 | Aphria Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aphria-inc-0 | The Securities Commission has granted an application by a company (the Filer) for an order declaring that it is no longer a reporting issuer in any Canadian jurisdiction. The decision is based on the following key points: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The Filer is not in default of any securities legislation. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the Filer's compliance with the relevant securities laws and regulations. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the legislative requirements to cease being a reporting issuer. |
| 38.811 | 2021-06-02 | Venator Capital Management Ltd. | National Instrument 81-102 Investment Funds, ss. 9.3(1), 10.3(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/venator-capital-management-ltd | The Securities Commission has granted an alternative mutual fund, managed by Venator Capital Management Ltd., an exemption from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the fund is exempt from subsections 9.3(1) and 10.3(1), which ordinarily require mutual funds to process purchase and redemption orders at the net asset value per security immediately after the order is received. The exemption allows the fund to consolidate and process these orders on a weekly basis, using the net asset value determined at the end of that week. This decision was made under the condition that the fund clearly discloses this weekly processing schedule in its simplified prospectus and Fund Facts documents, and indicates that the fund is suitable for investors who can accept this processing frequency. The reasoning behind the decision includes the belief that weekly processing will reduce transaction costs, mitigate excessive portfolio turnover, and protect the fund from having to sell positions at inopportune times during volatile market conditions, ensuring fair treatment of all unitholders. The decision is based on the fund's representations, including its compliance with securities legislation, its intention to offer units via a simplified prospectus, and its commitment to calculate the net asset value daily for continuous disclosure obligations. The exemption is subject to the conditions that the fund's purchase and redemption processing frequencies are disclosed and that the fund is identified as suitable only for investors who can accept these frequencies. The Ontario Securities Commission, as the principal regulator, is satisfied that granting the exemption is not prejudicial to the public interest. |
| 38.812 | 2021-06-02 | NextPoint Acquisition Corp | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nextpoint-acquisition-corp | The Securities Commission has granted an issuer relief from certain requirements related to restricted securities under multiple National Instruments and an OSC Rule, subject to conditions. The relief pertains to the issuer's common shares and proportionate voting shares (PV Shares) in the context of prospectus disclosures, prospectus filing eligibility, continuous disclosure obligations, and certain documentation requirements. Key regulations involved include: - National Instrument 41-101 General Prospectus Requirements (NI 41-101) - National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) - National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) - OSC Rule 56-501 Restricted Shares (OSC Rule 56-501) The issuer, a special purpose acquisition corporation, is undergoing a qualifying acquisition involving two target businesses. The issuer's capital consists of multiple share classes, including Class A restricted voting shares, Class B shares, Common Shares, and PV Shares. Upon completion of the acquisition, Class A and Class B shares will convert into Common Shares and PV Shares, respectively. The PV Shares will have multiple votes per share, which technically affects the status of the Common Shares under the Restricted Security Rules. Without the exemptions, the Common Shares would be considered restricted securities due to the greater voting rights of the PV Shares. The exemptions are granted on the condition that the issuer's share structure and the rights attached to the Common Shares and PV Shares remain as described in the application, and that there are no other restricted securities or shares issued and outstanding other than the Common Shares. Additionally, the issuer must include disclosure consistent with the representations in its prospectuses and continuous disclosure documents. The outcome allows the issuer to refer to its Common Shares as such and to avoid certain disclosure requirements that would otherwise apply to restricted securities. The decision is based on the issuer's representations and is subject to ongoing compliance with the specified conditions. |
| 38.813 | 2021-06-02 | Battle North Gold Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/battle-north-gold-corporation | The Securities Commission granted an order for Battle North Gold Corporation to cease being a reporting issuer under applicable securities laws. The decision was based on the following key points: 1. Battle North Gold Corporation is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The company's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was made in accordance with section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission acted as the principal regulator and utilized the Process for Cease to be a Reporting Issuer Applications, with the intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian jurisdictions. The principal regulator concluded that the company met the legislative requirements to cease being a reporting issuer. |
| 38.810 | 2021-06-04 | Aphria Inc. | Business Corporations Act (Ontario), R.S.O., c. B.16 as am, s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aphria-inc-1 | The Ontario Securities Commission (OSC) has issued an order stating that a corporation, which is an offering corporation with its head office in Ontario, is deemed to have ceased offering its securities to the public. This decision is based on the corporation's application and representations that it has no plans for public financing through securities offerings and that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per a previous order. The order was made under subsection 1(6) of the Business Corporations Act (Ontario), which allows the OSC to make such a determination if it is not prejudicial to the public interest. The outcome ensures that the corporation is no longer subject to the public offering requirements of the Act. |
| 38.807 | 2021-06-10 | BlackRock Asset Management Canada Limited and iShares Equal Weight Bank & LifeCo ETF | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blackrock-asset-management-canada-limited-and-ishares-equal-weight-bank-lifeco-etf | The Securities Commission has granted an exchange-traded fund (ETF), managed by BlackRock Asset Management Canada Limited, an exemption from the concentration restrictions outlined in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETF to invest more than 10% of its net asset value (NAV) in securities of a single Canadian bank or life insurance company, subject to certain conditions. The ETF aims to provide a diversified, equal-weighted investment in the largest Canadian banks and life insurance companies. It operates under a passive equal weighting approach and rebalances its portfolio quarterly. The ETF's securities are listed on the Toronto Stock Exchange. The exemption is conditional upon the ETF's investments being made in accordance with its stated investment objectives and strategies, as disclosed in its prospectus. Additionally, the ETF is not permitted to invest more than 15% of its NAV in securities of any single Canadian bank or life insurance company. The ETF must also include specific disclosures in its prospectus regarding the granted exemption and associated risks of concentration in its portfolio. The decision is based on the rationale that the common shares of the large Canadian banks and life insurance companies held by the ETF are among the most liquid equity securities in Canada, reducing liquidity concerns. The exemption is expected to enhance the ETF's ability to achieve its investment objective in a cost-effective manner and provide greater flexibility in implementing its investment strategies. |
| 38.808 | 2021-06-10 | Lysander Funds Limited and Canso Credit Income Fund | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6.2, 6.1(1), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lysander-funds-limited-and-canso-credit-income-fund-0 | The Securities Commission granted an exemption to a non-redeemable investment fund from certain short selling restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The fund is allowed to short sell government securities up to 300% of its net asset value (NAV), exceeding the standard limit of 50% of NAV. This exemption is subject to conditions, including compliance with other short selling requirements and the fund's aggregate exposure not surpassing 300% of NAV. Additionally, the fund received an exemption to deposit more than the standard limit of 25% of NAV in collateral with a prime broker, excluding the value of short sale proceeds held as collateral. This is also subject to conditions, including compliance with subsections 6.8.1(2) and (3) of NI 81-102. The exemptions were granted based on the reasoning that using physical short selling of government securities is more effective, less complex, and less risky than using derivatives to achieve similar leverage. The fund's prospectus will include disclosure of its short selling activities and the material terms of the exemptions. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and notice was provided for reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. The exemptions are contingent on the fund's adherence to the specified conditions and controls, including proper monitoring, risk management, and record-keeping. |
| 38.805 | 2021-06-14 | Pinnacle Renewable Energy Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pinnacle-renewable-energy-inc | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, incorporated under the Business Corporations Act (British Columbia), is not an OTC reporting issuer and its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. Its securities are not traded on any public market in Canada or internationally. The issuer has not filed certain required continuous disclosure documents but is not in default of other securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision is based on the issuer meeting the necessary criteria and is consistent with the test set out in the legislation. |
| 38.803 | 2021-06-15 | TD Asset Management Inc. | National Instrument 81-105 Mutual Fund Sales Practices, ss. 5.1(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/td-asset-management-inc-14 | The Securities Commission has granted an exemption to an investment fund manager from a specific provision of National Instrument 81-105 Mutual Fund Sales Practices. The exemption allows the manager to cover direct costs for participating dealers related to educational sales communications, conferences, or seminars on financial planning matters. Key points of the decision include: - The exemption is from subsection 5.1(a) of NI 81-105, which generally prohibits fund managers from paying for marketing initiatives not primarily about mutual funds. - The fund manager, registered in various Canadian jurisdictions, manages mutual funds and exchange-traded funds subject to NI 81-105. - The exemption enables the manager to sponsor events primarily aimed at educating investors on financial planning, including investment, retirement, tax, and estate planning. - The manager must still comply with other requirements of NI 81-105, such as not conditioning sponsorship on the sale of funds or providing incentives for recommending their funds. - Educational materials must be general, approved by the manager, and presented by qualified speakers, with a disclaimer that they are not providing specific advice. The outcome is that the fund manager can support educational initiatives that may benefit investors by enhancing their financial planning knowledge, provided that certain conditions are met to ensure the educational purpose and avoid conflicts of interest. The decision is grounded in the securities legislation of Ontario and relies on Multilateral Instrument 11-102 Passport System for application across Canada. |
| 38.801 | 2021-06-16 | Mackenzie Financial Corporation et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). National Instrument 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2), 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1(1). Form 81-101F1 Contents of Simplified Prospectus, Items 5(b), 9.1(b) and 13.2 of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4 and 5 of Part I and Item 1.3 of Part II. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-et-al-36 | The Securities Commission has granted an exemption to a group of new continuing mutual fund trusts (Continuing Funds) from certain requirements under National Instruments 81-101, 81-102, and 81-106, as well as related forms. This exemption allows the Continuing Funds to use the historical performance, financial data, start dates, and fund expenses of their corresponding terminating mutual fund corporation classes (Terminating Funds) in their sales communications, simplified prospectus, fund facts documents, and management reports of fund performance. Additionally, the Continuing Funds are exempted from the seed capital requirements of NI 81-102. The rationale behind the decision is to facilitate seamless mergers of the Terminating Funds into the Continuing Funds, which are expected to have the same investment objectives, strategies, and fees. The exemption is conditional upon the Continuing Funds including the performance data of the Terminating Funds prepared in accordance with Part 15 of NI 81-102 and disclosing the mergers in their documents. The outcome of this decision is that the Continuing Funds can present themselves to investors with the established track record of the Terminating Funds, thereby providing investors with historical financial information to inform their investment decisions. The exemptions are subject to certain conditions to ensure transparency and investor protection. |
| 38.802 | 2021-06-16 | Hamilton Lane (Canada) LLC and the Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-lane-canada-llc-and-top-funds | The Ontario Securities Commission granted Hamilton Lane (Canada) LLC, the manager of certain mutual funds that are not reporting issuers, a 90-day extension for filing and delivering their annual financial statements. This decision was made under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), specifically sections 2.2, 5.1(2)(a), and 17.1. The mutual funds in question, referred to as Top Funds, invest significantly in underlying funds located in various international jurisdictions. These underlying funds have financial reporting deadlines that require their statements to be filed within 120 days of their year-end, which is later than the standard 90-day deadline for the Top Funds. Due to this timing discrepancy, the Top Funds are unable to obtain the necessary financial statements from the underlying funds in time to meet their own filing and delivery deadlines. Consequently, the Top Funds sought relief to extend their deadlines to 180 days after the financial year-end. The relief was granted with several conditions, including that at least 25% of the Top Funds' assets must be invested in entities with December 31 year-ends and subject to the 120-day filing requirement in their jurisdictions. Additionally, the Top Funds must disclose the extended deadline in their offering memorandum and notify unitholders of the relief granted. The order is set to expire within one year of any amendment to NI 81-106 or other rule that affects the annual filing and delivery requirements for mutual funds. |
| 38.799 | 2021-06-17 | PPX Mining Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ppx-mining-corp | The Securities Commission granted a partial revocation of a cease trade order (CTO) that had been imposed on an issuer due to its failure to file the required annual financial statements and other continuous disclosure documents. The issuer sought this partial revocation to complete a private placement to raise funds necessary to update its continuous disclosure records and pay related fees. The issuer was non-compliant with the filing requirements due to logistical challenges caused by the COVID-19 pandemic. The funds from the private placement are intended to cover costs such as accounting and audit fees, legal fees, filing fees, office expenses, transfer agent fees, and finder's fees, with the goal of bringing the issuer's continuous disclosure obligations up to date. The partial revocation was granted under section 144 of the Securities Act (Ontario) and was contingent upon several conditions. These included providing each subscriber and finder with a copy of the CTO and the partial revocation order, as well as obtaining signed acknowledgments from them that the securities acquired will remain subject to the CTO until a full revocation is granted. The decision was made in accordance with the applicable legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The outcome allows the issuer to proceed with the private placement under the specified conditions, with the understanding that a full revocation of the CTO would be sought in the future. |
| 38.800 | 2021-06-17 | betterU Education Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/betteru-education-corp | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against betterU Education Corp. The CTO was originally issued due to the company's failure to file certain continuous disclosure documents within the required timeframe as mandated by Ontario securities law. These documents included audited annual financial statements, management's discussion and analysis (MD&A), and certification of filings for the year ended March 31, 2020, as well as subsequent interim financial reports and related MD&A for the periods ending June 30, September 30, and December 31, 2020, and executive compensation disclosure. betterU Education Corp. has since remedied the defaults by filing the overdue documents. The company is now up-to-date with its continuous disclosure obligations and has paid all outstanding fees. It has also provided a written undertaking to hold an annual meeting of shareholders within 90 days of the revocation of the CTO and to prepare a management information circular in accordance with regulatory requirements. The OSC, acting as the Principal Regulator, determined that revoking the CTO was appropriate under the Securities Act (Ontario) and National Policy 11-207, which governs failure-to-file cease trade orders and revocations in multiple jurisdictions. The decision was based on the company's remedial actions and the absence of any material changes in its business that had not been disclosed. The revocation allows betterU Education Corp. to resume trading its shares, which are listed on the TSX Venture Exchange and the Frankfurt Stock Exchange. The company has committed to issuing a news release and filing a material change report regarding the revocation of the CTO. |
| 38.798 | 2021-06-18 | I.G. Investment Management Inc. et al. | Securities Act (Ontario), ss. 111(2)(c)(ii), 111(4), 113, 117(1)1, 117(1)4, 117(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-inc-et-al | The Securities Commission granted an exemption to I.G. Investment Management Inc. and related entities (collectively, the Filers) from certain provisions of the Securities Act (Ontario) that restrict mutual funds from investing in issuers where a substantial securityholder has a significant interest. The exemption allows mutual funds managed by the Filers to invest up to 10% of their net assets in a closed-end pooled fund (Northleaf Capital Opportunities or other Northleaf Funds) even if a substantial securityholder of the Filers acquires a significant interest in the fund. The exemption is subject to conditions, including that the investment must align with the mutual fund's objectives and strategies, and the fund's independent review committee (IRC) must approve the transaction. Additionally, the Filers must comply with certain sections of National Instrument 81-107 regarding the IRC's role and must report annually on investments made under this relief. The decision was based on representations that the Filers and the mutual funds are in compliance with securities legislation, have implemented information barriers, and that the investments in Northleaf Funds would be considered illiquid assets under National Instrument 81-102. The exemption was granted under the Ontario Securities Act, sections 111(2)(c)(ii), 111(4), 113, 117(1)1, 117(1)4, and 117(2), and is contingent upon ongoing compliance with the specified conditions. |
| 38.796 | 2021-06-21 | BRP Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, sections 2.26, 2.32(4) and 6.1 and item 8 of Form 62-104F2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brp-inc-1 | The Securities Commission granted an exemption to a company (the Filer) from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding subordinate voting shares through a modified Dutch auction. The exemptions relate to the proportionate take-up and payment requirements, the associated disclosure obligations, and the extension take-up requirement as stipulated in sections 2.26 and 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as well as item 8 of Form 62-104F2. The Filer, a reporting issuer in Canada with shares listed on the Toronto Stock Exchange and Nasdaq, sought to buy back shares up to a specified dollar amount. The purchase price per share was to be determined within a specified range through the auction process. Shareholders could tender their shares at a price within this range or agree to a purchase price determined by auction tenders. The Commission's decision to grant the exemption was subject to conditions that the Filer must take up and pay for shares in the manner described, be eligible to rely on the Liquid Market Exemption, and comply with Regulation 14E of the United States Securities Exchange Act of 1934. The exemptions were granted on the basis that the Filer would provide adequate disclosure regarding the offer mechanics, the exemption sought, and the liquidity of the market post-offer, among other things. The decision was made under the multilateral instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Autorité des marchés financiers acting as the principal regulator. The decision reflects the agreement of the securities regulatory authority in Ontario and is intended to be relied upon in other Canadian jurisdictions. |
| 38.794 | 2021-06-22 | Springbok Ventures Inc. (formerly, Stikine Energy Corp.) – s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/springbok-ventures-inc-formerly-stikine-energy-corp-s-144 | The Ontario Securities Commission (OSC) has revoked a cease trade order against Springbok Ventures Inc., previously known as Stikine Energy Corp. The original cease trade order was issued due to the company's failure to file required continuous disclosure materials as mandated by Ontario securities law. Since then, Springbok Ventures has remedied the defaults by updating its continuous disclosure filings. The decision was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The company has addressed the issues by filing the necessary financial statements, management's discussion and analysis (MD&A), and certifications as required by National Instrument 52-109. Additionally, the company has paid all outstanding fees and updated its profiles on SEDAR and SEDI. Springbok Ventures has also provided an undertaking that it will not complete certain transactions involving businesses not located in Canada unless it files a preliminary and final prospectus with the Commission and includes the required information as per applicable securities legislation. The company is up-to-date with its continuous disclosure obligations, except for certain outstanding filings for which it has requested the Commission not to require submission. The OSC, satisfied that revoking the cease trade order would not be prejudicial to the public interest, has ordered the revocation. The company is expected to hold an annual meeting of shareholders within three months following the revocation and will issue a news release announcing the revocation of the cease trade orders. |
| 38.795 | 2021-06-22 | Steel Reef Infrastructure Corp. | National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), ss. 2.2(1) and 7.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/steel-reef-infrastructure-corp | The Securities Commission has granted an exemption to a filer from the requirement to file issuer bid documents electronically through the System for Electronic Document Analysis and Retrieval (SEDAR), as mandated by subsection 2.2(1) of National Instrument 13-101 (NI 13-101). The exemption applies to an upcoming issuer bid that the filer intends to make in multiple Canadian jurisdictions. The filer, not being a reporting issuer in Canada and not in default of any securities legislation, would typically be required to file such documents electronically. However, due to the exemption, the filer must instead file the issuer bid documents in the specified jurisdictions as directed by the staff of the Alberta Securities Commission. The decision is based on the filer's representations, including its intention to make an issuer bid in the third quarter of 2021, the number of beneficial owners of the securities class subject to the bid, and its reliance on certain exemptions in Manitoba and Quebec. The outcome is supported by the relevant securities legislation, including NI 13-101, Multilateral Instrument 11-102 Passport System, and National Instrument 62-104 Take-Over Bids and Issuer Bids. The Alberta Securities Commission is the principal regulator for this application, and the decision reflects the agreement of the securities regulatory authority in Ontario as well. |
| 38.793 | 2021-06-24 | ESI Energy Services Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/esi-energy-services-inc | The Securities Commission has granted an application by ESI Energy Services Inc. for an order declaring that the company is no longer a reporting issuer under applicable securities laws. The decision was made based on several key facts: 1. ESI Energy Services Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The company's securities are not traded on any marketplace or facility where trading data is publicly reported in Canada or any other country. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The test set out in the legislation for ceasing to be a reporting issuer was met, leading to the granting of the requested order. |
| 38.789 | 2021-06-25 | I-80 Gold Corp. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/i-80-gold-corp | The Securities Commission granted an exemption to I-80 Gold Corp. (the Filer) from the requirement to file a business acquisition report (BAR) for its acquisition of Osgood Mining Company, LLC (Osgood). This decision was based on the assessment that the acquisition was not significant to the Filer from a practical, commercial, business, or financial perspective, despite meeting certain significance thresholds under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The Filer, a mining company focused on gold and silver deposits in the United States, became a reporting issuer as a result of an arrangement involving Premier Gold Mines Limited (Premier) and Equinox Gold Corp. (Equinox Gold). The Filer acquired Osgood, which owned the Getchell Project in Nevada, and this acquisition was contemplated during the arrangement process. The significance tests under NI 51-102 initially suggested the acquisition was significant based on the investment and profit or loss tests when considering the Filer's financial position as a newly incorporated entity. However, when combining the financials of the Filer and its wholly-owned subsidiary, Premier USA, the acquisition did not meet the significance threshold under the optional tests provided in NI 51-102. The Commission agreed with the Filer's view that the acquisition was not significant from a substantive perspective and granted the exemption. The decision was made under the authority of sections 8.4 and 13.1 of NI 51-102 and was informed by the Filer's representations and the financial information included in the Arrangement Circular. The Ontario Securities Commission, as the principal regulator, made the decision, which also applied to multiple jurisdictions under National Policy 11-203 and Multilateral Instrument 11-102. |
| 38.790 | 2021-06-25 | Abigail Capital Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/abigail-capital-corporation | The Securities Commission has granted an exemption to extend the prospectus lapse date for a fund managed by AGF Investments Inc. This decision allows the fund's current prospectus, which was set to lapse on October 21, 2021, to be extended to January 29, 2022. This extension aligns the fund's prospectus renewal with that of 11 other exchange-traded mutual funds managed by the same investment fund manager, facilitating administrative efficiency and cost reduction. The fund in question, AGFIQ US Market Neutral Anti-Beta CAD-Hedged ETF, is an exchange-traded alternative mutual fund and a reporting issuer in multiple Canadian jurisdictions. The fund is in continuous distribution and its securities are listed on the Toronto Stock Exchange. The decision is based on the rationale that there have been no material changes in the fund's affairs since the current prospectus was issued, and the information contained therein remains accurate. Should any material changes occur, the prospectus will be amended as required by law. The exemption is not expected to prejudice the public interest. The decision is grounded in section 62(5) of the Securities Act (Ontario) and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission, acting as the principal regulator, has determined that the exemption meets the necessary legislative criteria. |
| 38.791 | 2021-06-25 | Advantex Marketing International Inc. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/advantex-marketing-international-inc-0 | The Ontario Securities Commission has granted a full revocation of a cease trade order (CTO) against Advantex Marketing International Inc. The CTO was initially issued due to the company's failure to file its required annual financial documents for the year ended June 30, 2019. Since then, Advantex has remedied its filing deficiencies by submitting all overdue documents, including audited financial statements, management discussion and analysis (MD&A), and certifications. The company is now up to date with its continuous disclosure obligations and has not been in default of any securities legislation requirements, except for the CTO itself. The decision to revoke the CTO was made under Section 144 of the Securities Act (Ontario) and was based on several key representations by Advantex. These include the company being current with its filings, having no other cease trade orders issued by other Canadian jurisdictions, and not undergoing any undisclosed material changes in its business affairs. Additionally, Advantex has settled all outstanding fees and has updated its profiles on SEDAR and SEDI. The revocation order was contingent upon Advantex's commitment to issue a news release announcing the revocation and to file this release on SEDAR. The revocation signifies that the company has met the conditions set by the securities legislation for the lifting of the CTO, and trading in Advantex's securities can resume without the restrictions imposed by the original CTO. |
| 38.792 | 2021-06-25 | Colossus Minerals Inc. – s. 144(1) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/colossus-minerals-inc-s-1441 | The Securities Commission has decided to vary a cease trade order originally issued against Colossus Minerals Inc. This variation allows beneficial shareholders, who are neither insiders nor control persons, to sell their securities outside of Canada under certain conditions. This decision was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, which provides the Commission with the authority to make such a variation if it is not prejudicial to the public interest. The original cease trade order was issued due to concerns that trading in the securities of Colossus Minerals Inc. might be detrimental to investors and the public. However, upon review, the Director found that the order placed Ontario resident shareholders at a disadvantage compared to certain shareholders who could trade on foreign markets. To rectify this, the Commission has allowed these shareholders to sell their securities, provided the sales are made through a market outside of Canada and through an investment dealer registered in Ontario. The outcome of this decision is that certain shareholders of Colossus Minerals Inc. now have the opportunity to sell their securities despite the cease trade order, as long as they comply with the specified conditions. This variation aims to balance the protection of the public interest with the rights of individual shareholders. |
| 38.785 | 2021-06-28 | Trans-Canada Capital Inc. and TCC Alphabet Master Fund, LP | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trans-canada-capital-inc-and-tcc-alphabet-master-fund-lp | The Securities Commission has granted a 90-day extension to a mutual fund, which is not a reporting issuer, for filing and delivering its annual financial statements. The fund, managed by Trans-Canada Capital Inc. (TCC), faced difficulties meeting the original 90-day deadline due to its investments in underlying funds with varying financial year-ends and reporting deadlines. Consequently, the fund could not complete its financial statements in time without the audited statements of these underlying funds. Under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), the fund was required to file and deliver its audited annual financial statements within 90 days after its financial year-end (December 31). However, the fund was unable to meet this deadline and applied for an exemption. The Commission's decision allows the fund to extend its annual filing and delivery deadlines to June 30 each year, provided certain conditions are met. These conditions include the fund's investment strategy, the timing of investments in underlying funds, notification to the fund's securityholder, and disclosure amendments in the offering memorandum if new investors are acquired. The relief is subject to the fund's compliance with the extended deadline and will expire within one year of any relevant regulatory changes that affect the filing and delivery requirements for mutual funds. |
| 38.786 | 2021-06-28 | Purpose Investments Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-et-al-7 | The Ontario Securities Commission granted mutual fund trusts an extension on the lapse dates for their prospectuses, annual information forms, fund facts, and ETF Facts. This decision allows the funds to consolidate their offering documents when they are renewed. The extensions, 70 and 72 days respectively, are based on the rationale that the current prospectuses still provide accurate and current information about the funds. The extensions will not compromise the information's currency or accuracy. The relief was granted under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision was made to facilitate the distribution of the funds under a single prospectus, streamline disclosure, and include additional new funds. The funds involved are managed by Purpose Investments Inc. and include the MLD Core Fund, Purpose Floating Rate Income Fund, and Purpose Gold Bullion Fund. The decision was made considering that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, and any material changes will be disclosed as required by law. The extensions will align the lapse dates of the funds with the lapse date of another fund, the PK Core Fund, whose prospectus is dated September 25, 2020. The decision is not expected to be prejudicial to the public interest. |
| 38.778 | 2021-06-29 | UrbanGold Minerals Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/urbangold-minerals-inc | The Securities Commission granted an order for Urbangold Minerals Inc. to cease being a reporting issuer under applicable securities laws. The decision was made based on the following key points: 1. Urbangold Minerals Inc. is not an OTC reporting issuer. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 holders worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is publicly reported. 4. Urbangold Minerals Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary criteria outlined in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order was therefore granted, allowing Urbangold Minerals Inc. to cease being a reporting issuer. |
| 38.779 | 2021-06-29 | Glass House Brands Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1. National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 41-101 General Prospectus Requirements, s. 19.1. Ontario Securities Commission Rule 56-501 Restricted Shares, s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/glass-house-brands-inc-0 | The Securities Commission granted exemptive relief to a corporation (the Filer) from certain requirements under Canadian securities laws, allowing the Filer to calculate ownership and disclosure thresholds on an aggregate basis for its multi-class share structure, rather than on a per-class basis. This decision was made to accommodate the Filer's unique share structure, which was designed to maintain its status as a foreign private issuer under U.S. securities laws. The Filer's share structure includes Subordinate Voting Shares, Restricted Voting Shares, and Limited Voting Shares, which are all freely tradable, trade under the same symbol, have identical economic attributes, and are automatically inter-convertible based on the shareholder's status as a U.S. Person. The Filer sought relief from the take-over bid requirements, early warning requirements, issuer-bid requirements, and the requirement to issue and file a news release, as well as from certain disclosure requirements and the use of prescribed restricted security terms. The Commission's decision allows the Filer to calculate thresholds for take-over bids, early warning reporting, and normal course issuer bids by combining the outstanding classes of equity shares. Additionally, the Filer is permitted to provide disclosure on significant shareholders in its information circular on a combined basis and to refer to its Limited Voting Shares using a specified alternate term rather than the prescribed restricted security terms. The relief is subject to conditions, including public disclosure of the exemption and its terms, and compliance with modified calculation methods for determining ownership percentages. The decision is based on the Filer's representations, including its share structure and the automatic conversion mechanisms designed to maintain its foreign private issuer status. The relevant laws and regulations underpinning the outcome include National Instrument 62-104 Take-Over Bids and Issuer Bids, National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements, and Ontario Securities Commission Rule 56-501 Restricted Shares. |
| 38.780 | 2021-06-29 | Waypoint Investment Partners Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, ss. 6.1(2) and 6.1(4). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/waypoint-investment-partners-inc | The Securities Commission granted an exemption to Waypoint Investment Partners Inc. from certain restrictions under National Instrument 31-103, enabling inter-fund trades and in-specie transfers between public funds and managed accounts, as well as between public funds themselves. The exemption allows these transactions to occur at the last sale price instead of the closing sale price, subject to conditions. The key regulations involved are: - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, specifically section 13.5(2)(b) which restricts registered advisers from causing investment portfolios they manage to trade securities with associated portfolios or funds. - National Instrument 81-107 Independent Review Committee for Investment Funds, which provides a framework for the oversight of inter-fund trades. The decision was based on the following considerations: - Inter-fund trades can offer benefits such as lower trading costs, reduced market impact, and quicker execution. - The trades will be consistent with the investment objectives of the respective funds or managed accounts. - An independent review committee (IRC) will oversee and approve the trades, ensuring they are in the best interests of the funds and managed accounts. - In-specie transfers will allow managed accounts to invest in funds through the transfer of securities rather than cash, which can be more efficient and cost-effective. The exemption is conditional upon adherence to specific procedures and oversight mechanisms, including IRC approval and compliance with the Filer's policies and procedures. The exemption aims to facilitate more efficient portfolio management while maintaining investor protection and market integrity. |
| 38.781 | 2021-06-29 | BMO Private Investment Counsel Inc. and BMO Private Canadian Short-Term Bond Portfolio | National Instrument 81-102 Investment Funds, ss. 5.1(1)(f), 5.5(1)(b), 5.5(3), 5.6 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-private-investment-counsel-inc-and-bmo-private-canadian-short-term-bond-portfolio | The Securities Commission has granted a merger approval and relief from the requirement to obtain investor approval for the merger of BMO Private Canadian Short-Term Bond Portfolio (Terminating Fund) into BMO Private Canadian Mid-Term Bond Portfolio (Continuing Fund). The decision is based on National Instrument 81-102 Investment Funds, specifically sections 5.1(1)(f), 5.5(1)(b), 5.5(3), 5.6, and 19.1. Key facts include: - The Filer, BMO Private Investment Counsel Inc., manages both funds and is a registered portfolio manager and exempt market dealer. - The Funds are open-ended mutual funds and reporting issuers in Canada. - The merger is proposed without unitholder approval as the units of the Terminating Fund are only available to clients under a discretionary investment management agreement with the Filer. - The Filer is authorized to make investment decisions on behalf of the clients, including voting on securities matters. - The merger does not meet all criteria for pre-approved reorganizations and transfers, particularly regarding the similarity of investment objectives and the lack of unitholder approval. - The Independent Review Committee (IRC) has approved the merger, considering it fair and reasonable. - The merger is expected to be neutral regarding fees and expenses and will be completed as a qualifying exchange under the Income Tax Act (Canada). - The Filer will bear all costs associated with the merger, and no sales or redemption charges will apply. - The merger is believed to be in the best interests of the unitholders due to factors such as stronger long-term performance of the Continuing Fund and increased portfolio diversification opportunities. The outcome is that the merger is approved without the need for unitholder approval, and the Terminating Fund will be merged into the Continuing Fund and subsequently wound up. |
| 38.782 | 2021-06-29 | Mackenzie Financial Corporation and Mackenzie Global Sustainable Bond ETF | National Instrument 81-102 -- Investment Funds, ss. 2.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-and-mackenzie-global-sustainable-bond-etf | The Securities Commission granted an exemption to a global fixed income exchange-traded fund (ETF) managed by Mackenzie Financial Corporation, allowing it to invest beyond the standard 10% net asset concentration limit in debt securities issued or guaranteed by foreign supranational agencies or governments. This exemption is subject to certain conditions and is based on the ETF's objective to provide income and capital preservation by investing in sustainable and responsible fixed-income securities worldwide. The ETF is permitted to invest up to 20% of its net assets in AA-rated foreign government securities and up to 35% in AAA-rated ones. These investments must align with the ETF's fundamental investment objectives and focus on issuers that adhere to Environmental, Social, and Governance (ESG) criteria. The exemption is contingent on the securities being traded on mature and liquid markets and the ETF's prospectus disclosing the associated risks of concentration and the terms of the exemption. The decision is grounded in the provisions of National Instrument 81-102 Investment Funds, specifically sections 2.1 and 19.1, and is consistent with the ETF's investment strategy. The ETF's prospectus was filed in all Canadian provinces and territories, and the ETF will be a reporting issuer across Canada. |
| 38.783 | 2021-06-29 | Glass House Brands Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1. National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 41-101 General Prospectus Requirements, s. 19.1. Ontario Securities Commission Rule 56-501 Restricted Shares, s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/glass-house-brands-inc | The Securities Commission granted relief to a corporation (the Filer) from certain requirements related to take-over bids, early warning reporting, issuer bids, and share nomenclature. The Filer, a vertically-integrated cannabis company, has a multi-class share structure designed to maintain its status as a foreign private issuer under U.S. securities laws. The share classes are Subordinate Voting Shares, Restricted Voting Shares, Limited Voting Shares, Multiple Voting Shares, and Preferred Shares. The relief allows the Filer to calculate ownership thresholds and disclosure requirements on an aggregate basis across all classes of equity shares, rather than on a per-class basis, due to the shares' identical economic attributes and mandatory inter-convertibility based on the shareholder's status as a U.S. Person. The relief was granted under the following conditions: 1. The Filer must publicly disclose the exemption and its terms in a news release and in its annual information forms, management information circulars, and other relevant filings. 2. For take-over bids, the combined ownership of all classes of equity shares must not represent 20% or more of the outstanding shares. 3. For early warning reporting, the combined ownership must not represent 5% or more of the outstanding shares. 4. For issuer bids, the Filer must comply with the normal course issuer bid exemption, with the threshold calculated on a combined basis. 5. The Filer must provide disclosure on significant shareholders in its information circular on a combined basis. Additionally, the Filer was granted relief from using prescribed restricted security terms for its Limited Voting Shares, subject to the condition that they are referred to as Limited Voting Shares. The decision is based on the Filer's share structure, which was implemented solely to ensure its status as a foreign private issuer, and the fact that all classes of equity shares are freely tradable, have identical economic attributes, and are automatically inter-convertible based on the shareholder's status as a U.S. Person. The relevant laws and regulations underpinning the outcome include: - National Instrument 62-104 Take-Over Bids and Issuer Bids - National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues - National Instrument 51-102 Continuous Disclosure Obligations - National Instrument 41-101 General Prospectus Requirements - Ontario Securities Commission Rule 56-501 Restricted Shares The decision was made by the Ontario Securities Commission as the principal regulator, and the Filer is a reporting issuer in all Canadian provinces and territories except Quebec. |
| 38.777 | 2021-06-30 | Ninepoint Partners LP | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(ii) and 19.1 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-5 | The Securities Commission has granted an exemption to a fund managed by Ninepoint Partners LP, allowing it to short-sell government securities up to 20% of the fund's net asset value (NAV) for a single issuer. This decision deviates from the standard 5% limit set by subparagraph 2.6.1(1)(c)(ii) of National Instrument 81-102 Investment Funds (NI 81-102). The exemption aims to enhance the fund's ability to hedge against interest rate risk associated with its corporate bond portfolio. The decision is contingent upon several conditions: 1. The fund must comply with all other short sale requirements outlined in section 2.6.1 of NI 81-102. 2. Only government securities, as defined by NI 81-102, may be short-sold beyond the 5% NAV limit. 3. Short sales must align with the fund's stated investment objectives and strategies. 4. The fund's simplified prospectus must disclose its capacity to short-sell government securities beyond the 5% NAV threshold per issuer upon its next renewal. The exemption is based on the rationale that government securities are highly liquid and can provide an effective hedge against interest rate fluctuations. The decision also considers that using derivatives for hedging is less efficient and riskier than short-selling government securities. The fund has established controls for managing short sales and maintains appropriate records. The Ontario Securities Commission, acting as the principal regulator, has approved the exemption under the securities legislation, provided the fund adheres to the specified conditions. This decision applies to the Ninepoint Diversified Bond Fund and any future funds managed by Ninepoint Partners LP that fall under NI 81-102. The exemption is also recognized in multiple jurisdictions across Canada under the Multilateral Instrument 11-102 Passport System. |
| 38.775 | 2021-07-02 | Brookfield Property Partners L.P. & Brookfield Property Preferred L.P. | Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4 and 8.1(2). Form 44-101F1 Short Form Prospectus, ss. 6.1, 11.1(1), 12.1 and 13.3. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.5 and 8.6. National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1. National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-property-partners-lp-brookfield-property-preferred-lp | The Securities Commission granted exemptive relief to Brookfield Property Partners L.P. (Brookfield Property Partners) and Brookfield Property Preferred L.P. (the Issuer) from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus disclosure requirements under Ontario securities legislation. This relief was sought to facilitate the issuance of Class A Cumulative Redeemable Preferred Units (New LP Preferred Units) by the Issuer, which will be guaranteed by Brookfield Property Partners and other related entities. The relief was necessary because the Issuer, Brookfield Property Partners, and the Holding LP are partnerships, and Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities law, as permitted under National Instrument 71-102. This meant they could not directly rely on the exemption for credit support issuers in applicable securities legislation. The Commission's decision to grant relief was contingent on several conditions, including that Brookfield Property Partners and the Issuer continue to satisfy specific conditions set out in subsection 13.4(2.1) of National Instrument 51-102, and that the Issuer becomes an electronic filer on SEDAR prior to issuing New LP Preferred Units to the public. The decision was based on the understanding that the Issuer and Brookfield Property Partners would treat Brookfield Property Partners as a parent credit supporter and the New LP Preferred Units as designated credit support securities, complying with the conditions in section 13.4(2.1) of National Instrument 51-102 that apply to such entities. The exemptive relief was granted under the following legislative provisions: Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii); National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4 and 8.1(2); Form 44-101F1 Short Form Prospectus, ss. 6.1, 11.1(1), 12.1 and 13.3; National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4; National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.5 and 8.6; National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1; National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1; National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2). |
| 38.776 | 2021-07-02 | RG One Corp. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). 2. Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rg-one-corp | The Ontario Securities Commission (OSC) has granted consent to RG One Corp., an offering corporation under the Ontario Business Corporations Act (OBCA), to continue into the federal jurisdiction under the Canada Business Corporations Act (CBCA). This decision is based on the application and representations made by RG One Corp., which include the following key points: 1. RG One Corp. is an offering corporation with 39,350,001 common shares issued and outstanding, which are not listed on any stock exchange. 2. The corporation intends to continue under the CBCA to benefit from its increased flexibility, which is necessary for a business combination with Flow Water Inc. 3. The rights, duties, and obligations under the CBCA are substantially similar to those under the OBCA. 4. RG One Corp. is a reporting issuer in Ontario, British Columbia, and Alberta and will remain so following the continuance. 5. The OSC is the principal regulator for RG One Corp., which is not in default of any provisions of the OBCA or securities legislation and is not subject to any related proceedings. 6. The management information circular provided to shareholders outlined the proposed continuance, its reasons, implications, and the dissent rights available. 7. The shareholders approved the continuance with a 100% vote in favor at a meeting where no dissent rights were exercised. The OSC's consent is required under subsection 4(b) of the Regulation made under the OBCA for the Application for Continuance. The Commission has consented to the continuance as it is not prejudicial to the public interest. The decision was made on July 2, 2021. Relevant laws and regulations include the Business Corporations Act, R.S.O. 1990, c. B.16, as amended, and the Securities Act, R.S.O. 1990, c. S.5, as amended, along with Regulation 289/00 made under the OBCA. |
| 38.772 | 2021-07-06 | San Gold Corporation (now known as 5813906 Manitoba Ltd.) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/san-gold-corporation-now-known-5813906-manitoba-ltd | The Securities Commission has decided to vary a cease trade order originally issued against San Gold Corporation (now 5813906 Manitoba Ltd.). The initial order, which was put in place due to regulatory concerns, prohibited all trading of the issuer's securities. The variation allows beneficial shareholders, who are neither insiders nor control persons, to sell their securities outside of Canada, provided they meet certain conditions. The decision was made under section 144(1) of the Securities Act, R.S.O. 1990, c. S.5, which allows for the variation or revocation of a cease trade order if it is not prejudicial to the public interest. The Commission recognized that the existing order placed Ontario resident shareholders at a disadvantage compared to other shareholders who could trade on foreign markets. The outcome permits these shareholders to sell their securities, acquired before the original cease trade order date, through a market outside of Canada and via an investment dealer registered in Ontario. This variation aims to balance regulatory enforcement with fairness to shareholders, ensuring they are not unduly restricted by the cease trade order. |
| 38.773 | 2021-07-06 | CI Investments Inc. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-31 | The Securities Commission has approved a mutual fund merger between Cambridge Monthly Income Corporate Class (Terminating Fund) and Cambridge Global High Income Fund (Continuing Fund), managed by CI Investments Inc. The approval was necessary as the merger did not meet all criteria for pre-approved reorganizations under National Instrument 81-102 Investment Funds (NI 81-102), specifically, it was not a tax-deferred transaction under the Income Tax Act (Canada). The merger complied with other pre-approval criteria, including securityholder vote and independent review committee (IRC) approval. Key points include: - The merger will occur on a taxable basis. - Securityholders were provided with adequate disclosure, including tax implications and differences between the funds. - The IRC reviewed the merger terms and found them fair and reasonable for the Terminating Fund. - A special meeting for the Terminating Fund's securityholders was scheduled for approval. - The Continuing Fund's securityholders were not required to vote as the merger was not deemed a material change for them. - Costs associated with the merger will be borne by the Manager, and no sales charges will apply to the Terminating Fund's securityholders. - The merger will result in a larger, more diversified fund, expected to benefit all parties involved. The decision was made under sections 5.5(1)(b) and 19.1(2) of NI 81-102, following a review of the application and representations by the Manager. The merger was contingent on obtaining approval from the Terminating Fund's securityholders at the special meeting. |
| 38.774 | 2021-07-06 | Sunwah International Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sunwah-international-limited | The Securities Commission has granted an application by Sunwah International Limited for the company to cease being a reporting issuer in Canada. This decision is based on several key factors: 1. Sunwah International Limited is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 holders worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is publicly reported in Canada or any other country. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The order meets the legislative requirements for the company to cease being a reporting issuer. |
| 38.770 | 2021-07-12 | Atlantic Power Limited Partnership | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atlantic-power-limited-partnership | The Securities Commission granted an order for Atlantic Power Limited Partnership to cease being a reporting issuer under applicable securities laws. The decision was based on the following key points: 1. Atlantic Power Limited Partnership is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. No securities of the company are traded on any marketplace or facility where trading data is publicly reported. 4. The company requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was made in accordance with section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission, as the principal regulator, was satisfied that the company met the necessary criteria to cease being a reporting issuer. The relief was granted under the Process for Cease to be a Reporting Issuer Applications, with the company intending to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces and territories. |
| 38.771 | 2021-07-12 | Sprott Asset Management LP and Sprott Physical Uranium Trust | Securities Act, RSO 1990, c. S.5, ss. 111(2), 111(4), and 113. National Instrument 81-102 Investment Funds, ss. 2.1(1.1), 2.2(1), 2.4(4), 2.4(5), 2.4(6), 6.1(1) and 6.2, 6.3 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sprott-asset-management-lp-and-sprott-physical-uranium-trust | The Securities Commission granted exemptive relief to a corporate issuer, Sprott Asset Management LP (the Filer), managing Sprott Physical Uranium Trust (the Trust), from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and the Securities Act (Ontario). This decision facilitates the continuation of the Trust, which invests in physical uranium, as a non-redeemable investment fund following a plan of arrangement involving the Filer, the Trust, and Uranium Participation Corporation (UPC). Key exemptions include: 1. Concentration Relief: Allowing the Trust to hold more than 20% of its net asset value (NAV) in securities of UPC subsidiaries, exceeding the usual concentration restrictions. 2. Control Relief: Permitting the Trust to hold more than 10% of the voting or equity securities of UPC subsidiaries, which would typically be restricted. 3. Illiquid Assets Relief: Enabling the Trust to hold securities of UPC subsidiaries as a significant portion of its NAV, despite these being classified as illiquid assets. 4. Custodian Relief: Authorizing the appointment of multiple specialized custodians for the storage of physical uranium, deviating from standard custodial requirements. Additionally, the Related Issuer Relief exempts the Filer and the Trust from certain Ontario Securities Act provisions that restrict investments in entities where the fund is a substantial securityholder. The relief is conditional upon the Trust adhering to its investment objectives and operating within the modified investment restrictions of NI 81-102. The Trust must also provide transparent disclosure regarding its holdings in UPC subsidiaries and the obtained exemptions. The decision ensures that the Trust's operations and management align with the best interests of its unitholders and comply with the necessary regulatory standards for safe and secure custody of physical uranium. The decision was made under the authority of the Ontario Securities Commission, with the Principal Regulator concluding that the exemptions meet the legislative requirements and are not contrary to the public interest. |
| 38.769 | 2021-07-13 | Fidelity Investments Canada ULC et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-et-al-7 | The Ontario Securities Commission granted an exemption to allow the consolidation of the simplified prospectus of alternative mutual funds with those of mutual funds that are not alternative mutual funds. This decision was made to reduce costs and streamline the distribution and disclosure process. Additionally, an extension was granted for the lapse date of three prospectuses to align with the renewal of a fourth prospectus, facilitating a more practical and cost-effective renewal process. The exemption was granted under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which typically prohibits such consolidation, and under subsection 62(5) of the Securities Act (Ontario) for the lapse date extension. The decision was based on the reasoning that the consolidation would not compromise the accuracy of information provided to investors and would be in the public interest. The funds involved are managed by Fidelity Investments Canada ULC and include both alternative mutual funds and other mutual funds that share common operational and administrative features. The decision allows for a more efficient comparison of fund features for investors and aligns with the treatment of exchange-traded funds under National Instrument 41-101 General Prospectus Requirements. |
| 38.768 | 2021-07-14 | Brampton Brick Limited | Securities Act , R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brampton-brick-limited | The Securities Commission has approved an application by an issuer to cease being a reporting issuer under securities legislation. The decision was based on the issuer meeting several conditions: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 holders worldwide. 3. The issuer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator and the issuer has indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The outcome is that the issuer has been granted the order to cease being a reporting issuer. |
| 38.766 | 2021-07-16 | Canadian Imperial Bank of Commerce | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 59(1), 71(1), 71(2), 133 and 147. National Instrument 33-105 -- Underwriter Conflicts Requirements, ss. 2.1(1), 2.1(2) and 5.1(1). National Instrument 41-101 -- General Prospectus Requirements, ss. 7.2, 8.2 and 19.1. National Instrument 44-101 -- Short Form Prospectus Distributions, s. 8.1; and Item 20 of Form 44-101F1. National Instrument 44-102 -- Shelf Distributions, ss. 5.5(2) and 5.5(3), 6.7, 8.1 and 11.1. OSC Rule 48-501 -- Trading during Distributions, Formal Bids, and Share Exchange Transactions, ss. 2.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canadian-imperial-bank-commerce-3 | The Ontario Securities Commission granted the Canadian Imperial Bank of Commerce (CIBC) exemptions from several requirements under securities legislation to facilitate the distribution of Canadian Depositary Receipts (CDRs) through marketplace facilities. The exemptions include relief from the prospectus delivery requirement, pricing supplement filing, underwriter's certificate inclusion, distribution time limits, and restrictions on underwriter conflicts and marketplace purchasing during the offering period. Key points of the decision: 1. CIBC can distribute CDRs without delivering a prospectus to purchasers, bypassing the associated withdrawal rights and remedies for non-delivery. 2. CIBC is exempt from the requirement to distribute securities at a fixed price and to file a pricing supplement for continuous distributions. 3. The requirement to include certain statements in the prospectus regarding delivery and statutory rights is waived, provided CIBC includes a revised description of purchaser rights. 4. CIBC is not required to include an underwriter's certificate in the prospectus, reflecting the role of dealers in providing liquidity rather than traditional underwriting. 5. The usual time limit for distribution on a best efforts basis does not apply to CDR distributions. 6. CIBC is exempt from the requirement that prohibits specified firm registrants from acting as direct underwriters for connected or related issuers, given the nature of CDR distributions. 7. Restrictions on issuer-restricted persons purchasing CDRs during the offering period are lifted, as CIBC does not materially benefit from temporary price manipulation. Conditions for the exemptions include compliance with capitalization and liquidity standards, maintenance of a continuous disclosure website for the CDR program, non-cooperation with underlying issuers to use CDRs as a financing vehicle, and issuance of CDRs in exchange for deposited underlying shares based on the CDR ratio. The exemptions are based on various securities regulations, including the Securities Act (Ontario), National Instruments 33-105, 41-101, 44-101, 44-102, and OSC Rule 48-501. The relief will terminate upon the introduction of specific legislation regulating CDRs. |
| 38.767 | 2021-07-16 | Canadian Imperial Bank of Commerce | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 59(1), 71(1), 71(2), 133 and 147. National Instrument 33-105 -- Underwriter Conflicts Requirements, ss. 2.1(1), 2.1(2) and 5.1(1). National Instrument 41-101 -- General Prospectus Requirements, ss. 7.2, 8.2 and 19.1. National Instrument 44-101 -- Short Form Prospectus Distributions, s. 8.1; and Item 20 of Form 44-101F1. National Instrument 44-102 -- Shelf Distributions, ss. 5.5(2) and 5.5(3), 6.7, 8.1 and 11.1. OSC Rule 48-501 -- Trading during Distributions, Formal Bids, and Share Exchange Transactions, ss. 2.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canadian-imperial-bank-commerce-3 | The Ontario Securities Commission granted exemptive relief to an issuer from several requirements to facilitate the distribution of Canadian Depositary Receipts (CDRs) through marketplace facilities. The relief includes exemptions from: 1. Prospectus delivery requirements, withdrawal rights, and remedies for non-delivery under section 71 of the Securities Act. 2. Fixed price distribution and filing of a pricing supplement under NI 41-101 and NI 44-102. 3. Prospectus form requirements, including statements related to prospectus delivery and statutory rights of withdrawal and remedies. 4. The requirement to include an underwriter's certificate in a base shelf prospectus for CDRs. 5. The time limit for distribution on a best efforts basis under section 8.2 of NI 41-101. 6. Restrictions on specified firm registrants acting as direct underwriters for connected or related issuers under NI 33-105. 7. Purchasing restrictions during the offering period under OSC Rule 48-501. The relief is subject to conditions, including compliance with Capitalization and Liquidity Standards, maintenance of a continuous disclosure website for the CDR program, and non-cooperation with Underlying Issuers to use CDRs as a financing vehicle. The decision will terminate upon the enactment of specific legislation regulating CDRs. The exemptive relief is intended to provide Canadian investors with efficient access to ownership of foreign equity securities through CDRs, denominated in Canadian dollars and traded on Canadian markets. |
| 38.765 | 2021-07-19 | Yellow Pages Digital & Media Solutions Limited | Securities Act , CQLR, c. V-1.1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/yellow-pages-digital-media-solutions-limited | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the relevant securities legislation and regulations, including the Securities Act (CQLR, c. V-1.1, s. 69), and was informed by the Policy Statement 11-206 regarding the process for such applications. The principal regulator for the application was the Autorité des marchés financiers, and the order also reflects the decision of the securities regulatory authority in Ontario. The issuer had indicated reliance on subsection 4C.5(1) of Regulation 11-102 respecting Passport System for certain Canadian provinces and territories. The decision was based on representations by the issuer that it was not an OTC reporting issuer, its securities were owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any marketplace or facility where trading data is publicly reported, and it was not in default of any securities legislation. As a result of the decision, the issuer has ceased to be a reporting issuer and is no longer subject to the reporting obligations under Canadian securities laws. |
| 38.762 | 2021-07-22 | CIBC Asset Management Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-9 | The Securities Commission has granted an extension to the lapse date for the renewal of the Prospectus Documents of various open-ended mutual funds managed by CIBC Asset Management Inc. This extension was sought to accommodate the incorporation of a new fixed administration fee structure into the renewal Prospectus Documents, pending approval from a unitholder meeting. The extension will not compromise the accuracy or currency of the information in the current Prospectus Documents, as no material changes have occurred since their last update. The extension is for 31 days, moving the lapse date to August 27, 2021, under subsection 62(5) of the Securities Act (R.S.O. 1990, c. S.5). The decision is based on the understanding that the public interest will not be adversely affected by this extension. |
| 38.763 | 2021-07-22 | New Look Vision Group Inc. | Securities Act, CQLR, c. V-1.1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/new-look-vision-group-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made in accordance with Policy Statement 11-206, which outlines the process for applications to cease to be a reporting issuer. The key points leading to this decision include: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 security holders worldwide. 3. The issuer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently is one. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act, CQLR, c. V-1.1, section 69, and is consistent with the legislative requirements for ceasing to be a reporting issuer. The Autorité des marchés financiers acted as the principal regulator, and the decision also reflects the concurrence of the securities regulatory authority or regulator in Ontario. The outcome allows the issuer to cease its reporting obligations in Canada. |
| 38.758 | 2021-07-23 | Metamaterial Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/metamaterial-inc | The Securities Commission granted an order for Metamaterial Inc. to cease being a reporting issuer under applicable securities laws. This decision was based on the company meeting several conditions: 1. Metamaterial Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The company's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. Metamaterial Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Quebec. The decision was made after considering the legislative test for ceasing to be a reporting issuer. |
| 38.759 | 2021-07-23 | Gold X Mining Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gold-x-mining-corp | The Securities Commission has granted an order for Gold X Mining Corp. (the Filer) to cease being a reporting issuer under applicable securities laws. The Filer, which has been acquired by Gran Colombia Gold Corp. (the Purchaser), no longer has any outstanding securities aside from warrants exercisable into the Purchaser's shares. The Filer's shares were delisted following the acquisition, and the remaining warrants do not grant voting rights or require the Filer to maintain its reporting issuer status. The Filer is not in default of any securities obligations and has no plans for public financing or issuing new securities, except to the Purchaser or its affiliates. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the fact that warrant holders do not need public disclosure from the Filer. Consequently, the Filer has been granted relief from its reporting issuer obligations in all Canadian jurisdictions where it was recognized as such. |
| 38.760 | 2021-07-23 | ClearStream Energy Services Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/clearstream-energy-services-inc-0 | The Ontario Securities Commission (OSC) has granted consent to ClearStream Energy Services Inc. for its application to continue from the jurisdiction of Ontario to Alberta. This decision is based on section 181 of the Business Corporations Act (Ontario) and is supported by the fact that ClearStream's operations, head office, and principal regulator are located in Alberta. The company, which is listed on the Toronto Stock Exchange, is not in default of any obligations under Ontario's Business Corporations Act, the Securities Act, or any other provincial or territorial securities legislation. ClearStream has also confirmed that it will remain a reporting issuer in all jurisdictions where it currently holds that status. The company's shareholders were informed of the proposed change through a management information circular and subsequently approved the move with a 99.96% majority at a shareholders' meeting, with no dissenting votes. The OSC's consent was a regulatory requirement under subsection 4(b) of the Ontario Regulation 289/00 made under the Business Corporations Act (Ontario). The OSC consented to the continuance as it deemed the move not to be prejudicial to the public interest. The decision was formalized on July 23, 2021. |
| 38.754 | 2021-07-26 | Poynt Corporation | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/poynt-corporation | The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) that was previously issued against Poynt Corporation. The original CTO, which was mandated due to regulatory concerns, prohibited all trading in the company's securities. The decision to vary the CTO was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, which allows for such variations if it is not prejudicial to the public interest. The variation to the CTO was requested by a shareholder of Poynt Corporation and is specifically designed to alleviate the disadvantage faced by Ontario resident shareholders compared to certain other shareholders who are able to trade their shares on foreign markets. The OSC determined that allowing these trades would not be against the public interest. Under the varied CTO, beneficial shareholders of Poynt Corporation who are not, and were not as of June 12, 2013, insiders or control persons of the company, are permitted to sell their securities. However, there are conditions to this exemption: the sales must be executed outside of Canada and through an investment dealer registered in Ontario. This decision was made on July 26, 2021, by the OSC's Manager of Corporate Finance, and it aims to balance regulatory compliance with the rights of shareholders to trade their securities under certain conditions. |
| 38.756 | 2021-07-26 | CI Investments Inc. et al | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Investment Fund Prospectus Disclosure, ss. 2.1 and 6.1. Item 9.1(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus. Item 4 and Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. National Instrument 41-101 General Prospectus Requirements, ss. 3B.2, 3B.3 and 19.1. Item 4 of Part 1 of Form 41-101F4 Information Required in an ETF Facts Document. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-0106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-et-al-21 | The Securities Commission granted an alternative mutual fund exemption from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and related regulations. This exemption allows the fund to include performance data from periods before it was a reporting issuer in its sales communications, fund facts, and ETF facts documents. The fund can also use this past performance data to calculate its investment risk level and disclose it in the same documents. Additionally, the fund received relief from National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 41-101 General Prospectus Requirements to disclose its investment risk level methodology and include past performance data in its simplified prospectus and ETF facts documents. Furthermore, the fund is exempt from certain sections of National Instrument 81-106 Investment Fund Continuous Disclosure to include financial highlights and past performance in its annual and interim management reports of fund performance that relate to periods before it was a reporting issuer. The exemptions are subject to conditions, including clear disclosure that the fund was not a reporting issuer during the periods for which past performance data is presented, that expenses might have been higher had it been a reporting issuer, and that an exemption was obtained to permit the disclosure of such data. The fund must also make its financial statements since inception available on its website and upon request. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and it is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 38.757 | 2021-07-26 | Poynt Corporation – s. 144(1) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/poynt-corporation-s-1441 | The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) that was previously issued against Poynt Corporation. The original CTO, which prohibited trading of the issuer's securities, was put in place due to regulatory concerns and applied to all shareholders, including those in Ontario. Upon review, the OSC recognized that the CTO disadvantaged Ontario resident shareholders, as it restricted them from selling their shares, while shareholders in other jurisdictions could potentially trade on foreign markets. To address this inequity and without compromising the public interest, the OSC has varied the CTO to allow beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada. This variation is contingent on two conditions: the sale must occur through a market outside of Canada and be conducted through an investment dealer registered in Ontario. This decision is grounded in the provisions of the Securities Act, R.S.O. 1990, c. S.5, specifically sections 127 and 144. Section 127 outlines the OSC's authority to issue CTOs, while section 144(1) allows for the variation or revocation of such orders. The variation aims to balance regulatory enforcement with fairness to shareholders and is effective as of July 26, 2021. |
| 38.750 | 2021-07-27 | BlackRock Asset Management Canada Limited | National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blackrock-asset-management-canada-limited-8 | The Securities Commission granted an exemption to a group of exchange-traded funds (ETFs) managed by BlackRock Asset Management Canada Limited, allowing them to invest in U.S.-based ETFs that may allocate more than 10% of their net asset value (NAV) in U.S. money market funds. This decision is based on conditions outlined in National Instrument 81-102 Investment Funds (NI 81-102), specifically sections 2.5(2)(b) and 19.1. The ETFs in question are structured under Ontario laws and are reporting issuers across Canadian jurisdictions. They aim to replicate the performance of certain U.S. bond market indices and are listed on recognized stock exchanges like the Toronto Stock Exchange. To achieve their investment objectives, these ETFs may invest up to 100% of their NAV in shares of specific U.S. iShares ETFs managed by BlackRock Fund Advisors (BFA), which are regulated by the U.S. Securities and Exchange Commission and comply with the U.S. Investment Company Act of 1940. The U.S. iShares ETFs may invest in U.S. Money Market Funds that adhere to Rule 2a-7 of the U.S. Investment Company Act, which imposes investment restrictions similar to those for Canadian money market funds under NI 81-102, with some non-material differences. The exemption was granted under the condition that the investments are consistent with the ETFs' fundamental investment objectives, the U.S. iShares ETFs are in good standing with the SEC, and they do not hold more than 10% of their NAV in other investment funds, except for U.S. Money Market Funds or funds issuing index participation units. Additionally, the ETFs must disclose in their prospectus the fact that they have obtained the exemption to invest in U.S. iShares ETFs that may exceed the 10% NAV threshold in U.S. Money Market Funds. The decision was made by the Ontario Securities Commission, acting as the principal regulator, under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the intention to rely on Multilateral Instrument 11-102 - Passport System in all Canadian provinces and territories outside Ontario. |
| 38.751 | 2021-07-27 | RBC Global Asset Management Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b) and 15.1. National Instrument 81-102 Investment Funds, ss. 4.2(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-22 | The Securities Commission granted an exemption from certain provisions of National Instrument 31-103 and National Instrument 81-102 to RBC Global Asset Management Inc. This exemption allows investment funds and managed accounts managed by RBC or its affiliates to engage in transactions involving commercial mortgages with affiliated entities that originate or administer these mortgages. Key facts include: - RBC Global Asset Management Inc. is registered as an adviser, dealer, and investment fund manager in various Canadian jurisdictions. - The exemption applies to existing and future public funds, private funds, and managed accounts managed by RBC or its affiliates. - The exemption allows these funds and accounts to purchase or sell commercial mortgages from or to RBC, which acts as lender, originator, and/or administrator of the mortgages. - Normally, transactions with responsible persons or affiliates are restricted under subsection 13.5(2)(b) of NI 31-103 and section 4.2(1) of NI 81-102. - The exemption is subject to conditions, including consistency with investment objectives, valuation by independent firms, and limits on the concentration of mortgages from RBC. - An independent review committee must approve transactions for public and private funds. - The exemption is believed to be in the best interests of the funds and managed accounts, providing efficient access to mortgages and liquidity. Relevant laws and regulations include: - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, specifically subsection 13.5(2)(b). - National Instrument 81-102 Investment Funds, specifically section 4.2(1). - National Instrument 81-107 Independent Review Committee for Investment Funds for the establishment of an independent review committee. The outcome is that RBC Global Asset Management Inc. can facilitate transactions involving commercial mortgages between the funds/accounts it manages and its affiliated entities, under the specified conditions to manage conflicts of interest and ensure fair valuation. |
| 38.752 | 2021-07-27 | Jefferies International Limited et al. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 1.1 (permitted client). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/jefferies-international-limited-et-al-1 | The Securities Commission has issued a decision regarding an application by Jefferies International Limited, Jefferies Financial Services, Inc., and Jefferies Financial Products, LLC (collectively referred to as the Filers). The application sought to revoke a previous decision from July 28, 2017, which exempted the Filers from dealer registration and prospectus requirements for certain over-the-counter (OTC) derivatives trades with permitted counterparties, as defined in Section 1.1 of National Instrument 31-103. The new decision maintains the same exemptions as the previous one but includes two key changes: it applies to the merged entity of two of the Filers (Jefferies Financial Services, Inc. and Jefferies Financial Products, LLC), and it extends the sunset date from July 28, 2021, to four years after the date of the new decision or until new legislation or rules specifically governing OTC derivatives transactions come into force, whichever is earlier. The Filers are affiliated through their common parent, Jefferies Group LLC, and are involved in various financial services, including trading OTC derivatives. They are not registered in any capacity in Canada and do not maintain a physical presence there. The Filers are in compliance with the securities laws of their home jurisdictions and are not in default of any Canadian securities legislation. The decision is based on the Filers' representations, including their intention to trade OTC derivatives exclusively with permitted counterparties and not to offer or provide credit or margin for these transactions. The decision also considers the regulatory uncertainty and fragmentation in the regulation of OTC derivatives across Canada. The decision is made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and is contingent on the Filers meeting specific conditions, including trading only with permitted counterparties and not offering credit or margin. The decision also requires the Filers to maintain appropriate books and records and comply with any applicable trade reporting rules. The principal regulator, the Ontario Securities Commission, has granted the requested relief, satisfied that it meets the legislative test, and has revoked the previous decision. |
| 38.747 | 2021-07-28 | Atlantic Power Preferred Equity Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atlantic-power-preferred-equity-ltd | The Securities Commission granted an order for Atlantic Power Preferred Equity Ltd. (the Filer) to cease being a reporting issuer under the applicable securities laws. The decision was based on the following key points: 1. The Filer is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The relief was granted in accordance with the Process for Cease to be a Reporting Issuer Applications and was also recognized in other Canadian jurisdictions through Multilateral Instrument 11-102 Passport System. |
| 38.748 | 2021-07-28 | Photon Control Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/photon-control-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer under applicable securities laws. The decision was made in accordance with the Securities Act (R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii)) and was based on several key facts presented by the issuer: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The issuer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision, which reflects the consensus of the Decision Makers in the relevant jurisdictions, is that the issuer has met the legislative requirements to cease being a reporting issuer. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also represents the decision of the securities regulatory authority in Ontario. The relief was granted under the dual application process, with the British Columbia Securities Commission as the principal regulator and reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. |
| 38.749 | 2021-07-28 | Appreciated Media Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/appreciated-media-holdings-inc | The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against Appreciated Media Holdings Inc. The CTO was initially put in place because the issuer failed to submit required continuous disclosure documents. Since then, the issuer has addressed the defaults by updating their continuous disclosure filings. The decision to revoke the CTO was made in accordance with section 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended) and was guided by National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207). The revocation reflects the consensus of the decision makers in both British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The outcome allows Appreciated Media Holdings Inc. to resume trading, provided that they continue to comply with the relevant securities legislation and continuous disclosure obligations. |
| 38.740 | 2021-07-29 | Brampton Brick Limited – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brampton-brick-limited-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Brampton Brick Limited (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision follows the Applicant's representation that it is an offering corporation under the OBCA and has no plans to seek public financing through securities offerings. Furthermore, the Applicant had previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC concluded that granting the order would not be against the public interest. |
| 38.742 | 2021-07-29 | Manulife Investment Management Limited | Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 111(2)(b) and (c), 111(4), 113 and 117. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manulife-investment-management-limited-0 | The Securities Commission granted exemptive relief to private investment funds managed by Manulife Investment Management Limited (MIML) and its affiliates, allowing them to invest in related underlying investments that are not reporting issuers. This decision was made under the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The relief was granted from the conflict of interest provisions outlined in section 111 of the Securities Act (Ontario) and section 13.5 of National Instrument 31-103, which typically restrict investments by funds in entities where there is a substantial security holding or significant interest by related parties. Additionally, relief was granted from the related party transaction reporting requirements in section 117 of the Securities Act (Ontario). The decision was based on several conditions to ensure the integrity of the investment process and protect investors' interests. These conditions include compatibility of investments with the funds' objectives, objective pricing, limitations on fees that could duplicate those of underlying investments, and requirements for transparency and disclosure to investors. The funds must also manage liquidity to meet redemption requests and are prohibited from voting securities of underlying investments except under specific circumstances. The relief is subject to the funds distributing securities solely through exemptions from prospectus requirements, and the investments must be compatible with the funds' fundamental objectives. The funds must also ensure no duplication of fees, provide investors with disclosure documents, and maintain records of transactions with related persons. Investments must be made at the net asset value determined by an independent third party, and the funds must inform investors annually of their rights to receive disclosure documents and financial statements of underlying investments. The decision underscores the importance of transparency, investor protection, and the need for funds to act in the best interests of investors while allowing for flexibility in investment strategies. |
| 38.743 | 2021-07-29 | Roxgold Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/roxgold-inc | The Securities Commission granted an order for Roxgold Inc. to cease being a reporting issuer under the applicable securities laws. The decision was based on several key findings: 1. Roxgold Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. No Roxgold Inc. securities are traded on any marketplace or facility where trading data is publicly reported in Canada or any other country. 4. Roxgold Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, and the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian jurisdictions. The principal regulator concluded that the order met the necessary legislative requirements and therefore granted the relief sought by Roxgold Inc. |
| 38.744 | 2021-07-29 | Atlantic Power Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atlantic-power-corporation-1 | The Securities Commission granted an order for Atlantic Power Corporation (the Filer) to cease being a reporting issuer. The Filer had completed a going-private transaction and legally defeased its outstanding debentures, meaning it had made provisions to discharge its obligations on those debentures. As a result, there were no public security holders requiring disclosure, except for the holders of the defeased debentures, who no longer needed public disclosure from the issuer. The Filer was a corporation under the Business Corporations Act (British Columbia) and was a reporting issuer in all Canadian jurisdictions. The Filer had previously listed common shares and debentures on the Toronto Stock Exchange and the New York Stock Exchange, which were delisted following the transaction. The Filer had no intention to seek public financing or distribute securities in Canada. The order was based on the Filer's representations, including the completion of the going-private transaction, the defeasance of the debentures, and the lack of outstanding securities other than those held by the purchaser and defeased debentures. The Filer was not in default of securities legislation and would not be a reporting issuer in any Canadian jurisdiction upon the granting of the order. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission acted as the principal regulator for the application. |
| 38.745 | 2021-07-29 | MYM Nutraceuticals Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mym-nutraceuticals-inc-0 | The Securities Commission has granted an order for a company to cease being a reporting issuer, based on the application submitted under the relevant securities legislation. The key points leading to this decision are: 1. The company is not an OTC reporting issuer, meaning it is not subject to the reporting requirements for companies quoted in U.S. Over-the-Counter markets as per Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 security holders worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, section 88, and is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission served as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows the company to cease its reporting issuer obligations in Canada. |
| 38.746 | 2021-07-29 | Enablence Technologies Inc. | Securities Act, R.S.O. 1990, c. S.5, as amended, s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/enablence-technologies-inc | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) previously issued against Enablence Technologies Inc. due to the company's failure to file required continuous disclosure documents on time. The CTO was initially imposed because the company did not submit its interim financial statements, management's discussion and analysis (MD&A), and certifications for the period ending March 31, 2020, by the prescribed deadline. Enablence Technologies Inc. experienced disruptions from the COVID-19 pandemic, which contributed to its inability to comply with filing obligations. Despite intending to use regulatory relief provided for pandemic-related disruptions, the company missed the deadline to announce this intention. After the CTO was issued, the company also failed to file additional documents, including annual and interim financial statements, MD&A, certifications, and executive compensation statements for subsequent periods. An error requiring restatement of the 2019 annual financial statements was also identified and corrected. The company has since remedied the defaults by updating all required filings and paying the necessary fees. It has also provided a written undertaking to hold an annual meeting within three months of the CTO revocation. The OSC determined that the company is now up-to-date with its continuous disclosure obligations and is not in default of any other securities law requirements, except for the existence of the CTO itself. Based on these facts, the OSC concluded that revoking the CTO is justified under the applicable securities legislation, specifically Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision aligns with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. Consequently, the OSC has revoked the CTO, allowing the company to resume trading its securities. |
| 38.736 | 2021-07-30 | Avicanna Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/avicanna-inc | The Ontario Securities Commission issued a partial revocation of a cease trade order (CTO) against Avicanna Inc., which was initially implemented due to the company's failure to file required continuous disclosure documents. The partial revocation allows Avicanna to conduct a private placement financing to raise funds necessary to comply with its disclosure obligations and maintain operations. Key Facts: - Avicanna failed to file annual and interim financial statements, management's discussion and analysis, and CEO/CFO certifications. - The company's securities were suspended from trading on the TSX. - Avicanna proposed a private placement financing to raise between $1,000,000 and $2,000,000 through secured debentures with associated warrants. - The financing is intended to cover audit fees, legal fees, operational expenses, and working capital needs. Reasoning: - The partial revocation is granted to enable Avicanna to address its financial needs and fulfill its continuous disclosure obligations. - The company is not involved in any reverse take-over or similar transactions and is up to date with its SEDAR and SEDI profiles. - Avicanna believes the financing will be sufficient to update its continuous disclosure records and continue its business operations. Outcome: - The CTO is partially revoked to permit the necessary trades for the proposed financing. - Investors will receive a copy of the CTO, the partial revocation order, and written notice about the status of Avicanna's securities. - The partial revocation does not exempt Avicanna from the prospectus requirement and will expire upon the completion of the financing or after 90 days from the order date. Relevant Laws/Regulations: - Securities Act (Ontario), specifically Section 144. - National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. - National Instrument 51-102 Continuous Disclosure Obligations. - National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. - OSC Rule 72-503 Distributions Outside Canada. - Securities Act (Ontario) section 73.3 and National Instrument 45-106 Prospectus Exemptions. |
| 38.737 | 2021-07-30 | Endeavour Mining Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/endeavour-mining-corporation-0 | The Securities Commission has granted an order for Endeavour Mining Corporation to cease being a reporting issuer under applicable securities laws. The decision was made based on the company's application and the following key facts: 1. Endeavour Mining Corporation is not an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was issued in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the agreement of the securities regulatory authority in Ontario. The company relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for the application in various other Canadian provinces. The outcome allows Endeavour Mining Corporation to no longer be subject to the reporting requirements of a reporting issuer. |
| 38.738 | 2021-07-30 | RDX Technologies Corporation – s. 144(1) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rdx-technologies-corporation-s-1441 | The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against RDX Technologies Corporation. The initial order, which prohibited trading of the Issuer's securities, was put in place due to concerns under sections 127(1) and 127(5) of the Ontario Securities Act. Similar orders were also issued by securities regulators in British Columbia, Alberta, and Manitoba. The variation comes after a shareholder application under section 144(1) of the Act, highlighting that the existing cease trade order disadvantaged Ontario resident shareholders compared to those who could trade on foreign markets. Upon review, the OSC agreed that allowing certain trades would not be against the public interest. Consequently, the OSC ordered that beneficial shareholders of RDX Technologies Corporation, who are not and were not insiders or control persons as of October 7, 2015, are permitted to sell their securities acquired before August 24, 2015. However, these sales must occur outside of Canada and through an investment dealer registered in Ontario. This decision aims to level the playing field for Ontario shareholders while maintaining regulatory oversight and is dated July 30, 2021. |
| 38.735 | 2021-08-03 | Metamaterial Inc. – s. 1(6) of the OBCA | Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/metamaterial-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order recognizing that Metamaterial Inc. is no longer offering its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Metamaterial Inc. has been identified as an offering corporation under the OBCA and has stated that it does not plan to seek public financing through securities offerings. The company had previously been granted an order confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC has determined that granting this order would not be against the public interest. Consequently, Metamaterial Inc. is deemed to have ceased public securities offerings as of August 3, 2021. |
| 38.734 | 2021-08-06 | Sustainable Agriculture & Wellness Dividend Fund | Securities Act, R.S.A. 2000, c. S-4, ss. 110 and 144. Citation: Re Sustainable Agriculture & Wellness Dividend Fund, 2021 ABASC 125 August 6, 2021 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sustainable-agriculture-wellness-dividend-fund | The Securities Commission has granted an exemption to a closed-end investment fund from the prospectus requirement for the resale of units repurchased from security holders or surrendered for redemption. This decision is contingent on the fund's compliance with certain conditions and securities legislation, including the resale of units through the designated exchange without significantly impacting market prices, and limiting the number of units resold within a calendar year. The exemption is based on the fund's adherence to the resale provisions applicable to selling security holders and the representations made regarding the resale process. The relevant legislative provisions include the Securities Act and National Instrument 45-102 Resale of Securities. The exemption facilitates the fund's ability to manage its unit capital without the need for a prospectus for each resale transaction, provided that the fund operates within the established guidelines. |
| 38.731 | 2021-08-10 | CI Investments Inc. | Securities Act (Ontario), ss. 111(2)(a), 111(2)(c)(i), 111(2)(c)(ii), 111(4) and 113. National Instrument 31-103 Registration Requirements and Exemptions, ss. 13.5(2)(a) and 15.1. National Instrument 81-102 Investment Funds, ss. 4.1(2) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-32 | The Securities Commission has granted an application from CI Investments Inc. (the Filer) on behalf of itself and any affiliated entities acting as managers and/or portfolio managers for existing and future investment funds. The decision provides exemptions from certain investment restrictions under the Securities Act (Ontario) and National Instruments 31-103 and 81-102, allowing the Funds to invest in non-exchange-traded debt securities of related issuers in primary offerings and the secondary market, subject to conditions ensuring independent pricing and transparency. Key conditions include the requirement for approval by an Independent Review Committee (IRC), compliance with the Funds' investment objectives, and adherence to specified investment limits and reporting obligations. The decision also revokes previous decisions (Original Decisions) to the extent they pertain to prior relief granted to the Filer and the Funds from related securityholder and issuer requirements. The exemptions are conditional on the securities having a designated rating, the size of the primary offerings being at least $100 million, and a minimum percentage of the offering being purchased by independent, arm's-length purchasers. Additionally, the Funds must not exceed certain investment thresholds in securities of a related issuer post-purchase. The decision is based on the belief that these investments are in the best interests of the Funds, providing access to high-quality debt securities and diversification opportunities that may not be replicable with other investments. The exemptions are subject to ongoing compliance with the conditions and will be monitored through annual reporting to the securities regulatory authority or regulator. |
| 38.732 | 2021-08-10 | Nepra Foods Inc. | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nepra-foods-inc | The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple instruments and rules, subject to conditions. The relief pertains to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally regulate prospectus requirements, continuous disclosure obligations, and restricted share terms. The issuer, incorporated under the Business Corporations Act (British Columbia), sought exemptions from provisions that would otherwise restrict its use of the term "common" for its common shares and require additional disclosure due to the existence of another class of shares with greater voting rights, known as Proportionate Voting Shares. The Commission's decision allows the issuer to avoid these restrictions, provided that at the time of reliance on the exemptions, the issuer's representations regarding the nature and terms of the Common Shares and Proportionate Voting Shares remain true, no other restricted securities are outstanding other than the Common Shares, and any prospectus or continuous disclosure documents include disclosure consistent with the representations. The relief is granted on the basis that the issuer's Proportionate Voting Shares were created to comply with U.S. foreign private issuer status and are held by former shareholders of a U.S. entity acquired by the issuer. The exemptions are contingent on the issuer maintaining the current structure and terms of its shares as described in its representations. |
| 38.733 | 2021-08-10 | Coast Capital Savings Federal Credit Union | Securities Act, R.S.B.C. 1996, c. 418, ss. 76, 169. Securities Act, R.S.O. 1990, c. S.5, as am. ss. 53, 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/coast-capital-savings-federal-credit-union | The Securities Commission granted a federal credit union an exemption from the prospectus requirement for the first trade of its Class D Equity Shares among its members. This relief is contingent on the credit union remaining federally regulated by the Office of the Superintendent of Financial Institutions (OSFI) and the shares not being redeemable or listed on an exchange unless the credit union becomes a reporting issuer. The credit union must also provide an annual disclosure document to its members. Additionally, the Commission approved the credit union's request to keep the application and the decision confidential until the earlier of the commencement of the offering or one year from the decision date. This confidentiality is to protect sensitive financial and personal information that could be detrimental if disclosed prematurely. The decision is based on the credit union's status as a federally regulated entity, the nature of the securities meeting OSFI capital adequacy requirements, and the limited trading of the securities to members only. The relevant legislative provisions include sections 76 and 169 of the Securities Act and National Policy 11-203. The decision document sets out the terms and conditions of the exemption. |
| 38.729 | 2021-08-11 | Canada Life U.S. Small-Mid Cap Growth Fund et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-us-small-mid-cap-growth-fund-et-al | The Ontario Securities Commission has decided to grant an exemption to Canada Life Investment Management Ltd., the manager of several funds, from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement restricts issuers from filing a final prospectus more than 90 days after the receipt of the preliminary prospectus. The decision was made following an application by Canada Life Investment Management Ltd., which sought relief from this timing restriction for its funds, including Canada Life U.S. Small-Mid Cap Growth Fund, Canada Life Global Growth Opportunities Fund, Canada Life European Equity Fund, Canada Life Emerging Markets Equity Fund, and Canada Life Precious Metals Fund. The Director of the Ontario Securities Commission, upon reviewing the application and its supporting information, has agreed to allow the exemption. The condition attached to this exemption is that the final prospectus must be filed no later than January 28, 2022. This decision is based on the specific circumstances and reasons outlined in the application and is contingent upon compliance with the stated filing deadline. |
| 38.727 | 2021-08-12 | Nexus Real Estate Investment Trust | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 5, ss. 5.5(a), 5.7(1)(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nexus-real-estate-investment-trust | The Securities Commission has granted an exemption to Nexus Real Estate Investment Trust (the Filer) from certain minority approval and formal valuation requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption allows the Filer to include the indirect interest held by holders of exchangeable units of several limited partnerships when calculating the Filer's market capitalization for the purposes of the 25% market capitalization exemption for related party transactions. The Filer is an unincorporated open-ended real estate investment trust that operates through various limited partnerships and subsidiaries. The exchangeable units of these partnerships are economically equivalent to the Filer's publicly traded units and can be exchanged for them on a one-to-one basis. The exemption is subject to conditions, including that the transaction would qualify for the Transaction Size Exemption if the exchangeable units were considered an outstanding class of equity securities of the Filer convertible into Trust Units, and that there are no material changes to the rights, privileges, and restrictions attached to the units or the agreements governing them. The decision is based on the rationale that the exchangeable units are effectively part of the equity value of the Filer and should be included in the market capitalization calculation. This approach is consistent with the treatment of operating entities of income trusts under National Policy 41-201 Income Trusts and Other Indirect Offerings. The exemption is granted provided that the Filer complies with certain disclosure requirements in press releases and annual information forms, reflecting the adjusted market capitalization threshold due to the inclusion of the exchangeable units. |
| 38.728 | 2021-08-12 | INV Metals Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/inv-metals-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario). The application followed the guidelines of National Policy 11-206 for ceasing to be a reporting issuer and relied on Multilateral Instrument 11-102 Passport System for cross-jurisdictional applications. The key considerations for the decision were that the issuer was not an OTC reporting issuer, it had fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. Based on these representations, the principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer and approved the application. |
| 38.725 | 2021-08-13 | Mackenzie Financial Corporation | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.5(2)(b), 5.5(1)(b), 5.6(1) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-17 | The Securities Commission has granted approval for a fund reorganization involving Mackenzie Financial Corporation (the Filer) and associated funds, subject to certain conditions. The reorganization involves the Mackenzie Global Resource Fund (Reorganizing Fund) and the Canada Life Global Resources Fund (Canada Life Fund), with the latter expected to receive unitholders from the former in a tax-deferred manner. The reorganization does not meet all pre-approval criteria of National Instrument 81-102 Investment Funds (NI 81-102), specifically regarding qualifying exchanges under the Income Tax Act (Canada) (Tax Act), the wind-up of the Reorganizing Fund, and the provision of a fund facts document to unitholders prior to approval. The Filer sought two main forms of relief: (i) approval for the reorganization despite not meeting all pre-approval criteria, and (ii) an exemption to allow top funds managed by the Filer or its affiliates to invest in the Reorganizing Fund or Canada Life Fund, which may hold more than 10% of their net asset value (NAV) in securities of a fund established for tax deferral purposes post-reorganization (the LP Fund). The Commission approved the reorganization, provided that unitholder approval is obtained, and granted the exemption for the top funds to invest in the Reorganizing Fund or Canada Life Fund under a three-tier structure, subject to conditions that ensure compliance with investment objectives, disclosure requirements, and avoidance of fee duplication. The decision is based on the understanding that the reorganization will be a non-taxable event for unitholders, will not have a material impact on non-affected unitholders, and will not result in fee duplication. The Independent Review Committee (IRC) has determined that the reorganization is fair and reasonable. The reorganization is expected to occur on or about September 17, 2021, with the Filer and Canada Life Investment Management Ltd. (CLIML) covering the costs. The decision is grounded in sections 2.1(1), 2.5(2)(b), 5.5(1)(b), 5.6(1), and 19.1(2) of NI 81-102, as well as relevant provisions of the Tax Act and securities legislation of Ontario and other Canadian jurisdictions. |
| 38.726 | 2021-08-13 | RBC Dominion Securities Inc. et al. | Applicable Ontario Statutory Provisions: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 58(1). Applicable National Instruments: 1. National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.1 and 8.1. 2. National Instrument 44-102 Shelf Distributions, ss. 2.1 and 11.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-dominion-securities-inc-et-al-5 | The Securities Commission has granted exemptions to a group of filers from certain requirements under National Instrument 44-102 Shelf Distributions and National Instrument 44-101 Short Form Prospectus Distributions. These exemptions allow the filers to file a shelf prospectus and prospectus supplements for the distribution of strip securities derived from debt obligations of Canadian corporations and trusts. The exemptions also relieve the filers from the obligation to include a certificate of the issuer in the prospectus and to incorporate by reference documents of the underlying issuer. The decision is based on representations from the filers, including their history of operating the CARS and PARS Programme since 2002, their compliance with securities legislation, and the structure of the strip securities offerings. The strip securities will be derived from underlying obligations that have been distributed under a prospectus with a receipt from regulators in British Columbia, Alberta, Ontario, and Quebec. The strip securities will be sold predominantly to retail customers and will be dependent on the underlying issuers' ability to fulfill their obligations. The exemptions are subject to conditions, such as the underlying obligations being qualified for distribution under a prospectus, the availability of the underlying obligations prospectus on SEDAR, and the eligibility of the underlying issuer to file a short form prospectus. Additionally, the receipt for the prospectus filed under this decision is not effective after September 25, 2023, and the offering and sale of the strip securities must comply with all other requirements of the relevant national instruments. The decision document also outlines the process for handling material changes to the CARS and PARS Programme, changes in the operating rules of CDS, and the filing of related documents on SEDAR. The manager of the Corporate Finance Branch of the Ontario Securities Commission, Michael Balter, signed off on the decision. |
| 38.724 | 2021-08-16 | Canada Life Investment Management Ltd. | National Instrument 81-102 Investment Funds, ss. 2.2(1)(a), 2.5(2)(a) and (c), 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd-0 | The Securities Commission granted an exemption to mutual funds managed by Canada Life Investment Management Ltd. (CLIML) or its affiliates, allowing them to invest in U.S.-listed exchange-traded funds (ETFs) that are not index participation units (IPUs) and are subject to the United States Investment Company Act of 1940. This exemption was provided under certain conditions, despite the mutual funds not being in compliance with paragraphs 2.2(1)(a), 2.5(2)(a), and (c) of National Instrument 81-102 Investment Funds (NI 81-102), which generally restrict such investments. Key points of the decision include: 1. The exemption allows mutual funds to invest in U.S. ETFs beyond the usual 10% cap of a fund's net asset value (NAV) in certain circumstances. 2. The U.S. ETFs in question are not subject to Canadian NI 81-102, nor are they reporting issuers in Canada. 3. The exemption is conditional upon the investments aligning with the mutual funds' objectives and not exceeding 10% of the fund's NAV. 4. The mutual funds are not permitted to short sell the U.S. ETFs. 5. The U.S. ETFs must be listed on a recognized U.S. exchange and in good standing under the Investment Company Act. 6. The mutual funds' prospectuses must disclose the granted exemption and the terms outlined in the decision. The decision aims to provide mutual funds with greater diversification, potential for enhanced returns, and access to specialized expertise through investments in U.S. ETFs. The Ontario Securities Commission, as the principal regulator, approved the exemption based on the test set out in the legislation, with the conditions ensuring that the mutual funds do not indirectly engage in activities they could not do directly under NI 81-102. |
| 38.722 | 2021-08-17 | INV Metals Inc. – s. 1(6) of the OBCA | Business Corporations Act (Ontario), R.S.O., c. B.16 as am, s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF INV METALS INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/inv-metals-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) acknowledging that INV Metals Inc. (the Applicant) has ceased to offer its securities to the public. The decision is based on the Applicant's representations, which include their status as an offering corporation, their Ontario-based head office, their lack of intention to seek public financing through securities offerings, and their previous order from August 12, 2021, confirming they are not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission has determined that granting this order would not be contrary to the public interest. The order was made on August 17, 2021, and is in accordance with the OBCA and the relevant securities regulations. |
| 38.723 | 2021-08-17 | Mosaic Capital Corporation | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mosaic-capital-corporation | The Securities Commission has granted an application by Mosaic Capital Corporation (the Filer) for an order to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. The application was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Filer indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in several other Canadian provinces. The decision was based on several key representations by the Filer: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. There are fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 securityholders worldwide who directly or indirectly own the Filer's securities, including debt securities. 3. The Filer's securities, including debt securities, are not traded on any marketplace or other facility where trading data is publicly reported, either in Canada or any other country. 4. The Filer has requested to cease to be a reporting issuer in all jurisdictions in Canada where it is currently recognized as such. 5. The Filer is not in default of any securities legislation in any jurisdiction. The Securities Commission, satisfied that the Filer met the legislative requirements, approved the order. As a result, Mosaic Capital Corporation is no longer a reporting issuer under Canadian securities laws. |
| 38.719 | 2021-08-18 | IA Clarington Investments Inc. et al. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b) and 5.7(1)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ia-clarington-investments-inc-et-al-7 | The Securities Commission has approved a series of mutual fund mergers involving IA Clarington Investments Inc. as the filer on behalf of various terminating funds. The approval was necessary because the mergers did not meet the criteria for pre-approved reorganizations and transfers as per National Instrument 81-102 Investment Funds, specifically because the continuing funds have different investment objectives than the terminating funds, and the mergers are not considered qualifying exchanges or tax-deferred transactions under the Income Tax Act (Canada). The filer provided securityholders with timely and adequate disclosure about the mergers, which were approved by securityholders at meetings. The Independent Review Committee (IRC) also recommended the mergers, considering them to achieve a fair and reasonable result for the funds. The mergers will result in the termination of certain funds, which will be absorbed into continuing funds, with the goal of simplifying the product lineup, potentially improving performance, increasing diversification, and reducing fees for investors. The mergers are not expected to be detrimental to investor protection. The relevant legislative provisions include National Instrument 81-102 Investment Funds, sections 5.5(1)(b) and 5.7(1)(b), as well as the Income Tax Act (Canada). The decision was made under the securities legislation of Quebec and Ontario and is also applicable in other Canadian provinces and territories through the Passport System. The mergers are anticipated to occur after the close of business on a specified effective date, with the terminating funds to be wound up within 30 days following the merger. The filer will bear the costs of the mergers, ensuring no additional fees for the securityholders. |
| 38.720 | 2021-08-18 | Marwest Apartment Real Estate Investment Trust | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.5(a), 5.7(1)(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/marwest-apartment-real-estate-investment-trust | The Securities Commission has granted an exemption to a real estate investment trust (REIT) from certain minority approval and formal valuation requirements for related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption allows the REIT to include the indirect equity interest held in the form of exchangeable units in its market capitalization calculation. These units are economically equivalent to the REIT's publicly traded units and represent approximately 52.63% of the REIT's equity value. The exemption is conditional upon the transaction qualifying for the 25% market capitalization exemption under MI 61-101, no material changes to the terms of the exchangeable and special voting units, compliance with exchange rules, and specific disclosure in the REIT's annual information form or equivalent filings. The decision is based on the principle that the exchangeable units contribute to the equity value of the REIT and should be considered when assessing the impact of related party transactions. The exemption aims to reflect the true market capitalization of the REIT, thereby adjusting the threshold for applying minority protections in related party transactions. |
| 38.721 | 2021-08-18 | ONEnergy Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/onenergy-inc-0 | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against ONEnergy Inc. after the company remedied its previous defaults in continuous disclosure. The CTO was originally issued on May 6, 2019, because ONEnergy failed to file audited annual financial statements, management's discussion and analysis (MD&A), and related certifications for the year ended December 31, 2018, as required by Ontario securities law. ONEnergy subsequently failed to file additional continuous disclosure documents but has since brought its filings up to date, including the originally required documents and all subsequent outstanding continuous disclosure documents. The company is now in compliance with its obligations under the CTO and securities legislation, except for the existence of the CTO itself. The company has also paid all outstanding fees, updated its profiles on SEDAR and SEDI, and provided a written undertaking that it will not complete certain transactions involving material underlying businesses not located in Canada unless it meets specific prospectus filing requirements. Additionally, ONEnergy has committed to holding an annual meeting within three months after the revocation of the CTO and to disclose the revocation through a news release and a material change report. The OSC, acting as the Principal Regulator, determined that revoking the CTO is appropriate under the Securities Act (Ontario) and National Policy 11-207. The decision was based on the company's remediation of its continuous disclosure defaults and compliance with relevant securities regulations. The CTO has been revoked, allowing ONEnergy to resume trading of its securities. |
| 38.713 | 2021-08-20 | ADVANZ PHARMA Corp. Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/advanz-pharma-corp-limited | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The decision is based on the following key points: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 securityholders worldwide. 3. The issuer's securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or any other country. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the issuer meets the necessary criteria to cease being a reporting issuer, and the order has been granted accordingly. |
| 38.714 | 2021-08-20 | Brookfield Office Properties Exchange LP | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-office-properties-exchange-lp | The Securities Commission has granted an order for Brookfield Office Properties Exchange LP (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Filer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, no public trading of its securities, and being in compliance with all securities legislation requirements. The Ontario Securities Commission, acting as the principal regulator, determined that the Filer satisfied the conditions under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Filer also indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian jurisdictions. The outcome allows the Filer to cease its reporting issuer obligations. |
| 38.712 | 2021-08-23 | Uranium Participation Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/uranium-participation-corporation-0 | The Securities Commission has granted an application by a company (the Filer) for it to cease being a reporting issuer under applicable securities laws. The decision is based on several key facts: 1. The Filer is not an OTC reporting issuer. 2. The Filer's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 holders worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation. The decision was made under the authority of the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 1(10)(a)(ii), and is supported by the Filer's compliance with the relevant securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer. |
| 38.711 | 2021-08-24 | Accelerate Financial Technologies Inc. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/accelerate-financial-technologies-inc-1 | The Securities Commission granted an exemption to an investment fund, allowing it to exceed the standard margin deposit limits for investing in specified futures. The fund is permitted to deposit up to 35% of its net assets with any single futures commission merchant in Canada or the United States, and up to 70% in total with all such merchants. This exemption is conditional on the fund's compliance with the requirement that all margin deposits be held in segregated accounts, inaccessible to creditors of the dealers. This decision is based on National Instrument 81-102 Investment Funds, specifically subsections 6.8(1) and 6.8(2)(c), which typically restrict margin deposits to 10% of a fund's net asset value. The exemption was granted under the authority of section 19.1 of the same instrument. The fund, managed by Accelerate Financial Technologies Inc., aims to provide exposure to bitcoin performance through derivatives and intends to offset the carbon footprint associated with its bitcoin exposure. The exemption will enable the fund to pursue its investment strategies more efficiently and cost-effectively, while maintaining robust risk management and compliance practices. |
| 38.709 | 2021-08-25 | Elementos Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/elementos-limited | The Securities Commission has granted an application by Elementos Ltd. for an order to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). Elementos Ltd., an Australian corporation with operations in Australia and Spain, became a reporting issuer in Canada following a plan of arrangement with Eurotin Inc. However, its connections to Canada are minimal, with only a small percentage of its shares and options held by Canadian residents, and no active trading of its securities on Canadian markets. The company has complied with Australian securities laws and has provided continuous disclosure to its shareholders. It has also committed to delivering the same disclosure documents to its Canadian securityholders as it does to its Australian securityholders. Given these circumstances, and the fact that Elementos Ltd. does not intend to seek public financing in Canada or have its securities traded on Canadian markets, the Commission has concluded that the test for ceasing to be a reporting issuer is met and has therefore granted the requested order. |
| 38.710 | 2021-08-25 | Franklin Templeton Investments Corp. et al | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d), 2.8(1)(e), 2.8(1)(f) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-19 | The Securities Commission granted an exemption to mutual funds that are not alternative mutual funds, allowing them to engage in standardized futures, forward contracts, or swaps for the purpose of substituting one currency, interest rate, or duration risk for another without increasing the fund's exposure to that risk or creating additional leverage. This decision is based on National Instrument 81-102 Investment Funds (NI 81-102), specifically sections 2.8(1)(d), 2.8(1)(e), and 2.8(1)(f), which typically impose derivative cover requirements. The exemption also permits these funds to create synthetic short positions up to an aggregate limit of 20% of the net asset value of the fund, including both direct and synthetic short positions. Additionally, the funds are allowed to alter their currency exposure provided that the aggregate currency exposure does not exceed the net asset value of the fund. The decision was made under the securities legislation of Ontario and relies on section 19.1 of NI 81-102. The principal regulator, the Ontario Securities Commission, has determined that the exemption meets the necessary legislative criteria and is not prejudicial to the public interest. The exemption is subject to several conditions, including consistency with the fund's investment objectives, compliance with aggregate short exposure limits, maintenance of sufficient cash cover, and steps to be taken if currency or interest rate exposure exceeds certain thresholds. The decision aims to provide mutual funds with greater flexibility in managing their portfolios without introducing unmanaged risks. |
| 38.708 | 2021-08-26 | BAM Exchange LP | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bam-exchange-lp | The Securities Commission granted an application by BAM Exchange LP for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held that status. The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). Key facts supporting the decision included that BAM Exchange LP was not an OTC reporting issuer, its securities were held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities were not traded on any public marketplace. Additionally, BAM Exchange LP was not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, was satisfied that the application met the legislative requirements for ceasing to be a reporting issuer, and thus the requested relief was granted. |
| 38.704 | 2021-08-27 | People Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/people-corporation-2 | The Securities Commission granted an order for People Corporation to cease being a reporting issuer under applicable securities laws. This decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application. People Corporation underwent a series of corporate changes, including an arrangement agreement, shareholder approval of a statutory plan of arrangement, and multiple amalgamations, resulting in the acquisition of all issued and outstanding shares and the cancellation of various securities in exchange for cash payments. Following these transactions, People Corporation's securities were delisted, and it became a wholly-owned subsidiary with no intention of seeking public financing. The company was not in default of securities legislation except for failing to file certain continuous disclosure documents. It had fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. The order was granted as People Corporation met the legislative criteria to cease being a reporting issuer, and it will no longer be a reporting issuer in any Canadian jurisdiction. |
| 38.705 | 2021-08-27 | People Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/people-corporation-1 | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer under applicable securities laws. The decision is based on several key representations made by the issuer: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The issuer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation, except for certain filing requirements post-closing of an arrangement and related to an amalgamation. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and relies on the Process for Cease to be a Reporting Issuer Applications and Multilateral Instrument 11-102 Passport System. The outcome is that the issuer is no longer a reporting issuer, thereby relieving it of the associated regulatory obligations. |
| 38.706 | 2021-08-27 | Gran Tierra Energy Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1)2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gran-tierra-energy-inc-1 | The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers, acting as underwriters or selling group members, to use standard term sheets, marketing materials, and conduct road shows for offerings under a final Multijurisdictional Disclosure System (MJDS) prospectus. This exemption aligns the marketing activities for MJDS prospectuses with those permitted under Part 9A of National Instrument 44-102 Shelf Distributions, which governs shelf distributions in Canada. The exemption was sought because National Instrument 71-101 The Multijurisdictional Disclosure System does not have equivalent provisions to Part 9A of NI 44-102, which allows for certain marketing activities post-receipt of a final base shelf prospectus. The granted relief is conditional upon compliance with the approval, content, use, and other conditions and requirements of Part 9A as if the MJDS prospectus were a final base shelf prospectus under NI 44-102. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74(1)2, and is informed by the representations of the Filer, which is a corporation incorporated under the laws of Delaware with its head office in Calgary, Alberta. The Filer is a reporting issuer in all Canadian provinces and an SEC foreign issuer, and it is not in default of any securities legislation in Canada. The exemption applies to future offerings under the Final MJDS Prospectus and ensures that Canadian purchasers of securities offered under the Final MJDS Prospectus can only purchase those securities through an investment dealer registered in their province of residence. The decision was made by the Alberta Securities Commission as the principal regulator and also represents the decision of the securities regulatory authority in Ontario. |
| 38.707 | 2021-08-27 | People Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/people-corporation-1 | The Securities Commission granted an application by an issuer for it to cease being considered a reporting issuer under applicable securities laws. The decision was based on the issuer meeting specific criteria, including having fewer than 15 security holders in any jurisdiction in Canada and fewer than 51 worldwide, and not having its securities traded on any public marketplace. The issuer was not in default of any securities legislation, except for a delay in filing certain required disclosures following a corporate arrangement. The relief was granted in accordance with section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended, which outlines the conditions under which an issuer can cease to be a reporting issuer. The decision was supported by the issuer's representations and the commission's satisfaction that the legislative test for ceasing to be a reporting issuer was met. |
| 38.703 | 2021-08-30 | Cidron Aida Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cidron-aida-limited | The Securities Commission granted an order for CIDRON AIDA LIMITED (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting specific criteria: it was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for other Canadian jurisdictions. The Commission concluded that the Filer met the legislative requirements to cease being a reporting issuer. |
| 38.700 | 2021-08-31 | HEXO Corp. and 48North Cannabis Corp. | : Securities Act, R.S.O. 1990, c.S.5, as am., s. 107. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.3. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hexo-corp-and-48north-cannabis-corp | The Securities Commission has granted a decision under multiple securities regulations to exempt a wholly-owned subsidiary (Subsidiary) of a parent company (Parent) from certain continuous disclosure and insider reporting requirements, following a plan of arrangement where the Subsidiary will become a wholly-owned subsidiary of the Parent. The Subsidiary is a reporting issuer with convertible securities outstanding, which entitle securityholders to acquire common shares of the Parent. However, these securities do not qualify for certain exemptions as they do not provide voting rights in the Parent. The exemption is based on the following conditions: 1. The Parent must own all voting securities of the Subsidiary. 2. The Parent must be a reporting issuer in good standing and fulfill all filing requirements. 3. The Subsidiary must not issue any new securities to the public post-arrangement, except under specific conditions. 4. The Subsidiary must file notices or copies of the Parent's disclosure documents. 5. The Parent must send all relevant disclosure materials to the holders of the Subsidiary's warrants. 6. The Parent must make timely public disclosures of material information. 7. Both entities must issue news releases and file reports for material changes. The exemption is supported by the following regulations: - National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), Section 13.1 and 13.3 - National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), Section 8.6 - National Instrument 55-104 Insider Reporting Requirements and Exemptions, Section 10.1 - National Instrument 55-102 System for Electronic Disclosure by Insiders, Section 6.1 The decision concludes that the continuous disclosure and insider reporting requirements for the Subsidiary would not be meaningful or beneficial to warrant holders and would impose unnecessary costs, given that the Subsidiary will be a wholly-owned subsidiary and its financials will be consolidated with the Parent. The outcome allows the Subsidiary to avoid duplicative regulatory burdens while ensuring that material information remains accessible to securityholders through the Parent's disclosures. |
| 38.701 | 2021-08-31 | Uranium Participation Corporation – s. 1(6) of the OBCA | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am. 2. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, AS AMENDED | https://www.osc.ca/en/securities-law/orders-rulings-decisions/uranium-participation-corporation-s-16-obca | The Ontario Securities Commission (OSC) has issued an order that Uranium Participation Corporation (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant has represented that it is an offering corporation as defined in the OBCA, has no plans to seek public financing through securities offerings, and was previously granted an order on August 23, 2021, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The decision was made on August 31, 2021. Relevant laws include the OBCA and the Securities Act (Ontario). |
| 38.699 | 2021-09-01 | Canada Life Investment Management Ltd. et al | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). National Instrument 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2), 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1(1). Form 81-101F1 Contents of Simplified Prospectus, Items 5(b), 9.1(b) and 13.2 of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4 and 5 of Part I and Item 1.3 of Part II. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd-et-al-0 | The Securities Commission granted exemptions to new continuing funds from certain requirements of National Instruments 81-101, 81-102, and 81-106. These exemptions allow the funds to utilize the past performance, financial data, start dates, and fund expenses of corresponding existing funds in their sales communications, prospectuses, fund facts documents, and management reports. Additionally, the continuing funds are exempted from the seed capital requirements of NI 81-102. The decision was made because the continuing funds have the same investment objectives, strategies, and fees as the existing funds and will hold the same assets and liabilities post-reorganization. The Commission recognized that the historical data of the existing funds is crucial for investors to make informed decisions and that the lack of such data for the new funds could be misleading. The exemptions are subject to conditions, including that the continuing funds must disclose the reorganization and the use of existing funds' data in their communications and reports. The decision supports a seamless transition for investors and avoids confusion by treating the continuing funds as fungible with the existing funds for the purposes of performance and financial data. The legislative provisions underpinning the outcome include sections of National Instruments 81-101, 81-102, and 81-106, as well as Form 81-101F1, Form 81-101F3, and Form 81-106F1. The decision was made in accordance with the test set out in the applicable securities legislation. |
| 38.697 | 2021-09-02 | Pembina Pipeline | National Instrument 44-101 Short Form Prospectus Distributions, ss. 8.1(1), 8.1(2). Form 44-101F1 Short Form Prospectus, s. 11.1(1)7. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pembina-pipeline | The Securities Commission granted an exemption to Pembina Pipeline Corporation (the Filer) from the requirement to incorporate by reference a joint management information circular (the Joint Information Circular) into its short form prospectus, including any base shelf prospectus and supplements thereto. The Joint Information Circular, dated June 29, 2021, was prepared in connection with a proposed transaction with Inter Pipeline Ltd. that was subsequently terminated. The exemption was sought because the information in the Joint Information Circular, particularly regarding the proposed transaction and Inter Pipeline, was no longer material, relevant, or applicable to the Filer or its securityholders following the termination of the arrangement agreement. The Filer asserted that all material facts or information relating to it contained in the Joint Information Circular had been disclosed in its other continuous disclosure documents, which would be incorporated by reference in any prospectus. The exemption was granted under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. The decision was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, National Instrument 44-101 Short Form Prospectus Distributions, and Form 44-101F1 Short Form Prospectus. The exemption is conditional upon the Filer meeting the basic qualification criteria for filing a short form prospectus at the time of filing any prospectus, complying with all other applicable requirements of the relevant securities legislation, and disclosing in each prospectus that it has obtained the exemptive relief and providing information on how to obtain a copy of the decision. |
| 38.692 | 2021-09-07 | TMC the metals company Inc. | National Instrument 45-102, s. 3.1 Resale of Securities. Securities Act, R.S.O. 1990, c. S.5, as am., s. 74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tmc-metals-company-inc | The Securities Commission has granted an issuer, which is not a reporting issuer in Canada, relief from the prospectus requirement for the first trade of its securities to Canadian residents. The issuer's securities are listed on an exchange outside of Canada, and there is no market for the issuer's securities in Canada. Despite being organized under British Columbia corporate law and having a nominal head office in BC, the issuer has minimal connection to Canada, with no operations conducted in Canada, few Canadian directors or officers, and the majority of its employees and operations located outside of Canada. The relief is conditional on the issuer providing Canadian securityholders with the same continuous disclosure materials as foreign shareholders. The relief also extends to first trades within a limited group of permitted transferees, such as family members, holding companies, and family trusts, or for specific purposes like corporate restructuring or compensation, provided there is no market for the securities in Canada and none is expected to develop. The decision is based on the issuer meeting all conditions of section 2.14 of National Instrument 45-102 Resale of Securities except for the ownership cap, which stipulates that residents of Canada must not own more than 10% of the securities of the class. The issuer's securities are expected to be listed on NASDAQ, and the issuer will not be a reporting issuer in Canada at the time of the trade. The outcome allows the issuer to trade its securities without a prospectus in Canada, provided the trades occur outside of Canada or to a person or company outside of Canada, and are not control distributions. The issuer must also ensure that no unusual efforts are made to prepare the market or create a demand for the securities, no extraordinary commission or consideration is paid for the trade, and if the seller is an insider or officer of the issuer, they must have no reasonable grounds to believe that the issuer is in default of securities legislation. |
| 38.695 | 2021-09-07 | Luminex Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/luminex-corporation | The Securities Commission has granted an application by Luminex Corporation for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). Luminex Corporation, a Delaware corporation, became a reporting issuer in Canada following a 2007 plan of arrangement where it acquired TM Bioscience Corporation. The company's common shares were listed on NASDAQ and subject to SEC reporting obligations, but not listed or traded on any Canadian marketplace. On April 11, 2021, Luminex entered into a merger agreement with DiaSorin S.p.A., resulting in an all-cash acquisition valued at approximately US$1.8 billion, completed on July 14, 2021. Following the acquisition, Luminex became a wholly owned subsidiary of DiaSorin, delisted from NASDAQ, and terminated its SEC registration. Luminex is not an OTC reporting issuer and has no securities outstanding other than common stock held by DiaSorin. The securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading. Despite being in default for not filing certain proxy materials and material change reports in Canada, all required materials are available on the SEC's EDGAR system. Luminex was not eligible for the simplified procedure due to these defaults but has been granted the order as it met the necessary legislative test. Consequently, Luminex Corporation is no longer a reporting issuer in any Canadian jurisdiction. |
| 38.689 | 2021-09-09 | Stans Energy Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/stans-energy-corp-0 | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Stans Energy Corp. The CTO was initially issued due to the company's failure to file its annual financial statements, management's discussion and analysis, and certifications for the year ended December 31, 2019, as required by Ontario securities law. Stans Energy Corp. has since remedied the defaults by updating its continuous disclosure filings and addressing all noted deficiencies. The company is a reporting issuer in Ontario, British Columbia, and Alberta, with Ontario serving as the principal regulator. It has fulfilled all necessary obligations, including payment of fees and updating its profiles on SEDAR and SEDI. The OSC's decision to revoke the CTO is based on the company's compliance with continuous disclosure obligations, absence of material changes in its business not disclosed to the market, and the provision of written undertakings to hold an annual meeting and not to complete certain transactions without regulatory compliance. The revocation is supported by the company's commitment to issue a news release announcing the revocation and to file a material change report on SEDAR. The decision is in accordance with Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and is consistent with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The OSC concluded that revoking the CTO meets the legislative requirements, leading to the decision to lift the order. |
| 38.690 | 2021-09-09 | Northwest & Ethical Investments L.P. et al. | National Instrument 81-102 Investment Funds, ss. 5.1(1)(f), 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northwest-ethical-investments-lp-et-al-3 | The Securities Commission approved a fund merger between NEI Growth & Income Fund (Terminating Fund) and NEI Select Growth & Income RS Portfolio (Continuing Fund) under subsection 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102). The merger did not meet all pre-approval criteria as it was to be conducted on a taxable basis and the funds' investment objectives were similar but not substantially similar. However, the merger was allowed subject to investor approval. Key points include: - The merger was not a tax-deferred transaction and could not be considered a qualifying exchange under the Income Tax Act (Canada). - The investment objectives and strategies of the Continuing Fund were similar to those of the Terminating Fund, but there was a question of whether they were "substantially similar" as required by the pre-approval criteria in NI 81-102. - The merger was expected to result in benefits such as greater portfolio diversification, reduced transaction costs, a more streamlined product lineup, and a more significant market profile for the Continuing Fund. - The Independent Review Committee (IRC) reviewed the merger and determined it to be fair and reasonable for the Terminating Fund and its unitholders. - A special meeting for the unitholders of the Terminating Fund was scheduled to vote on the merger, with virtual participation due to COVID-19 restrictions. - The Filer, Northwest & Ethical Investments L.P., would bear all costs associated with the merger. - The merger was subject to the approval of the Terminating Fund's unitholders, and sufficient information was to be provided to them to make an informed decision. The decision was made in accordance with various securities regulations, including National Instrument 81-102 Investment Funds, National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, and other relevant provisions. The outcome was contingent on the affirmative vote of the Terminating Fund's unitholders at a special meeting convened for this purpose. |
| 38.686 | 2021-09-13 | Silver Heights Capital Management Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b), 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/silver-heights-capital-management-inc | The Securities Commission granted an exemption to Silver Heights Capital Management Inc. from certain prohibitions in National Instrument 31-103, specifically subparagraphs 13.5(2)(b)(ii) and (iii), allowing in-specie transfers between managed accounts and pooled funds. This exemption is conditional upon several factors, including client consent for managed accounts, the suitability of portfolio assets for the receiving fund or managed account, and the maintenance of written records of transfers. Additionally, pricing conditions must be met, such as the value of transferred securities being at least equal to the issue price of fund securities for purchases, or equal to the net asset value per security for redemptions. The exemption is based on the rationale that it will enable more efficient management of accounts, reduce transaction costs, and allow for the retention of institutional-size blocks of securities. The Filer will not receive compensation for in-specie transfers, and any costs incurred will be nominal administrative charges from the custodian or transaction fees from the dealer, if any. The decision is supported by the Filer's representations, including their registration status, intent to establish pooled funds, and the alignment of managed accounts with pooled funds' investment objectives. The exemption is subject to the Filer's adherence to specific policies and procedures, including obtaining prior written consent from clients, ensuring the consistency of portfolio securities with the investment criteria, and keeping detailed written records for five years. The exemption is granted under the authority of section 15.1 of National Instrument 31-103, with the Ontario Securities Commission acting as the principal regulator. The exemption is also recognized in multiple jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 38.685 | 2021-09-14 | Sceptre Ventures Inc | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sceptre-ventures-inc | The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against an issuer due to the issuer's failure to file certain required continuous disclosure materials. The CTO was initially put in place by both the British Columbia Securities Commission and the Ontario Securities Commission on November 4, 2020. The issuer has since remedied the defaults by updating their continuous disclosure filings. The revocation was made under the framework of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, which allows for coordinated decision-making between different jurisdictions. The decision to revoke the CTO reflects the issuer's compliance with the continuous disclosure requirements as per the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 127 and 144. The British Columbia Securities Commission, acting as the principal regulator, issued the revocation order, which was also recognized by the Ontario Securities Commission. The decision was made on the basis that the issuer met the conditions for revocation as set out in the relevant legislation. The revocation order was finalized on September 14, 2021. |
| 38.680 | 2021-09-16 | Mackenzie Financial Corporation | National Instrument 81-102 Investment Funds -- ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-18 | The Securities Commission has granted an exemption to investment funds managed by Mackenzie Financial Corporation, allowing them to invest beyond the usual 10% net asset concentration limit in debt securities issued or guaranteed by foreign governments or supranational agencies. This exemption is subject to certain conditions and is based on National Instrument 81-102 Investment Funds (NI 81-102), specifically subsection 2.1(1), which restricts investment concentration, and section 19.1, which allows for exemptions. The decision permits funds to allocate up to 20% of net assets in AA-rated foreign government debt and up to 35% in AAA-rated foreign government debt. The exemption aims to enable funds to better achieve their investment objectives and benefit investors by allowing more flexibility in holding high-quality foreign government securities. The granted relief is contingent on several conditions: the funds must have investment objectives that accommodate a majority investment in fixed income securities, including foreign government securities; the relief for AA and AAA-rated securities cannot be combined for a single issuer; the securities must be traded on mature and liquid markets; the acquisition must align with the fund's fundamental investment objectives; and the funds' prospectuses must disclose the associated risks and summarize the nature and terms of the exemption. The Ontario Securities Commission, acting as the principal regulator, has approved the exemption under the securities legislation, with the understanding that it meets the necessary legislative criteria. The decision also references the Process for Exemptive Relief Applications in Multiple Jurisdictions and Multilateral Instrument 11-102 Passport System for application across Canadian provinces and territories. |
| 38.681 | 2021-09-16 | EHP Funds Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.6(2)(c), 2.6.1(1)(c)(v), 2.6.2, (1), 6.8.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ehp-funds-inc-et-al | The Securities Commission has granted alternative mutual funds an exemption from certain borrowing and short selling limits, as well as custodian requirements, under National Instrument 81-102 Investment Funds (NI 81-102). The decision allows these funds to borrow cash and engage in short selling up to 100% of their net asset value (NAV), exceeding the standard 50% limit. Additionally, the funds may appoint multiple custodians and clarify that short sale proceeds are excluded when calculating non-custodial borrowing agent collateral limits. The key reasons for the exemptions include: 1. Enabling funds to use market-neutral strategies and respond quickly to market developments. 2. Allowing for cost savings and operational efficiency compared to using specified derivatives for similar exposure. 3. Maintaining the overall level of risk within the funds' investment objectives and strategies. The exemptions are subject to conditions ensuring that: 1. Short selling and cash borrowing do not exceed 100% of the fund's NAV individually or in combination. 2. The fund's total exposure to short selling, cash borrowing, and specified derivatives does not exceed 300% of the NAV. 3. Transactions comply with the fund's investment objectives and strategies. 4. Prospectuses disclose the ability to engage in these activities beyond standard NI 81-102 limits. The decision is based on the belief that these exemptions will benefit investors by providing more diversified investment opportunities without increasing risk beyond the regulatory framework's intent. The exemptions are conditional upon the funds' adherence to specific operational controls and risk management policies. |
| 38.682 | 2021-09-16 | Next Edge Capital Corp. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/next-edge-capital-corp-0 | The Securities Commission has granted an exemption to a mutual fund management company, allowing it to consolidate the simplified prospectuses (SPs) of its alternative mutual funds with those of its conventional mutual funds. This decision is based on the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which typically prevent such consolidation unless both funds are alternative mutual funds. The management company, which operates across various Canadian jurisdictions, sought this exemption to reduce costs associated with renewals and printing, and to streamline the distribution and disclosure process across its fund platform. The company argued that the alternative and conventional funds share many operational and administrative features, and combining their SPs would allow for easier comparison for investors. The exemption was granted under the condition that investors will continue to receive the required fund facts or ETF facts documents, and that the SP and annual information form (AIF) will be provided upon request, in line with securities legislation. The decision was influenced by the fact that exchange-traded funds (ETFs) managed under National Instrument 41-101 do not face the same restriction and can consolidate prospectuses for alternative and conventional funds, suggesting that mutual funds should be treated similarly. The Ontario Securities Commission, acting as the principal regulator, concluded that the exemption met the necessary legislative tests and therefore approved the application. |
| 38.677 | 2021-09-17 | Franklin Templeton Investments Corp | National Instrument 81-102 Investment Funds, ss. 4.2(1) and 19.2. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b)(ii) and (iii) and 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-12 | The Securities Commission granted exemptive relief from certain self-dealing provisions to facilitate inter-fund trades of debt securities among investment funds and pooled funds managed by the same or affiliated managers. The relief applies to transactions between Canadian investment funds subject to National Instrument 81-102 (NI 81-102), Canadian pooled funds, U.S. mutual funds, and U.S. pooled funds. The decision is subject to conditions, including consistency with investment objectives, approval by the Independent Review Committee (IRC), and compliance with market integrity requirements. Trades involving exchange-traded securities may occur at the last sale price, and certain trades can be executed via a third-party IIROC registered dealer or U.S.-registered broker-dealer under specified conditions. The relief is based on National Instrument 81-102 Investment Funds, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and National Instrument 81-107 Independent Review Committee for Investment Funds. The decision includes a sunset clause, expiring three years after the decision date. |
| 38.678 | 2021-09-17 | Starlight U.S. Multi-Family (No. 1) Core Plus Fund | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 8.1(1) and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/starlight-us-multi-family-no-1-core-plus-fund | The Ontario Securities Commission granted an exemption to Starlight U.S. Multi-Family (No. 1) Core Plus Fund (the Filer) from the requirement to obtain separate minority approval for each class of units in connection with a proposed business combination transaction. The exemption was granted under section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which typically requires separate class votes for transactions affecting different classes of securities. The decision was based on several factors, including the lack of material difference in interest between holders of each class of units regarding the transaction, the presence of safeguards such as an independent committee, fairness opinions, and appraisals, and provisions in the limited partnership agreement that stipulate unitholders will vote as a single class unless materially differently affected. The Filer's limited partnership interests are divided into seven classes, with varying rights and obligations, but the partnership agreement provides for single-class voting on matters unless there is a material difference in effect on the classes. The transaction involved the acquisition of all issued and outstanding limited partnership interests in a subsidiary of the Filer by Sherrin U.S. Multi-Family (No. 1) Holding LP (the Purchaser). The exemption was conditional upon holding a special meeting for Disinterested Unitholders to vote as a single class on the transaction, preparing and delivering an information circular in accordance with securities law, and including the fairness opinion from CIBC in the information circular. The fairness opinion must conclude that the consideration to be received is fair from a financial point of view to the Disinterested Unitholders. The decision was made to prevent a small group of unitholders from having a de facto veto right over the transaction, which would not align with the reasonable expectations of the Filer's unitholders. The exemption sought was granted, ensuring that the transaction could proceed with a single class vote by Disinterested Unitholders. |
| 38.679 | 2021-09-17 | AGF Investments Inc | National Instrument 51-102 Continuous Disclosure Obligations, s. 4.10(2)(a)(ii). Form 51-102F3 Material Change Report, Item 5.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-10 | The Securities Commission granted an exemption to a capital pool company (CPC) from certain financial reporting requirements in connection with a reverse take-over (RTO) transaction with a target company. The CPC sought relief from the obligation to file historical audited financial statements for certain predecessor entities of the target company, as mandated by section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report. The CPC, listed on the TSX Venture Exchange (TSXV), was in the process of completing its Qualifying Transaction under TSXV Policy 2.4 with the target company, which operates in the esports industry. The target company had previously acquired several entities, including MediaXP, MAD Lions S.L. assets, and Splyce, which were not material to the issuer. The Commission determined that the financial statements of the target company, including consolidated results of the acquired entities post-acquisition, along with other required disclosures, would provide sufficient information for investors to assess the business following the RTO. Therefore, the Commission granted the exemption, subject to the condition that the CPC's Filing Statement includes the target company's audited consolidated financial statements for specified periods and is filed on SEDAR immediately after TSXV acceptance. The decision was based on the legislation and regulations governing securities in Ontario, Alberta, and British Columbia, specifically referencing National Instrument 51-102, Form 51-102F3, and related policies. |
| 38.671 | 2021-09-22 | Briko Energy Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/briko-energy-corp | The Securities Commission granted an order for Briko Energy Corp. to cease being a reporting issuer under applicable securities laws. The decision was based on the company's application and several key representations, including the completion of a plan of arrangement where Journey Energy Inc. acquired all outstanding shares of Briko Energy Corp. As a result, there were no other securities outstanding, and ownership was consolidated to fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. The company's securities were not traded on any public marketplace, and Briko Energy Corp. had no plans for public financing through securities offerings in Canada. Although the company was in default for not filing its second-quarter interim disclosure, it was not in default of any other obligations under Canadian securities legislation. The order was issued in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario. The simplified procedure for ceasing to be a reporting issuer could not be used due to the aforementioned default. With the granting of the order, Briko Energy Corp. ceased to be a reporting issuer in any jurisdiction in Canada. |
| 38.667 | 2021-09-23 | True Exposure Investments, Inc. | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(iv), 2.6.1(1)(c)(v), 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/true-exposure-investments-inc | The Securities Commission granted an exemption to alternative mutual funds from certain short selling restrictions outlined in National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows these funds to short sell index participation units (IPUs) of one or more IPU issuers up to a maximum of 100% of the fund's net asset value (NAV) at the time of sale. This decision overrides the standard restrictions that limit short sales of a single issuer to 10% of the fund's NAV and aggregate short sales to 50% of the fund's NAV. The Commission's decision is based on the understanding that IPUs represent diversified and liquid investment vehicles that track a broad market index, thus mitigating the concentration risk typically associated with short selling a single issuer. The Commission acknowledged that short selling highly liquid IPU issuers can provide a more efficient and flexible means for funds to achieve diversification and hedge against market risk compared to using derivatives or short selling multiple IPU issuers. The exemption is subject to several conditions, including that the funds must still comply with other applicable requirements for alternative mutual funds in sections 2.6.1 and 2.6.2 of NI 81-102, including maintaining the 50% NAV limit on cash borrowing and short selling non-IPU securities. Additionally, the funds' aggregate exposure to short selling, cash borrowing, and specified derivatives transactions must not exceed the Aggregate Limit of 300% of the fund's NAV. The funds must also ensure that short sales are consistent with their investment objectives and strategies, maintain appropriate internal controls, and provide adequate disclosure of their short selling activities in their prospectus, including the terms of this exemption. The decision was made under section 19.1 of NI 81-102 and relies on section 4.7(1) of Multilateral Instrument 11-102 Passport System for application in Canadian provinces and territories outside Ontario. |
| 38.668 | 2021-09-23 | Manulife Investment Management Limited and Manulife Real Asset Investment Fund | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manulife-investment-management-limited-and-manulife-real-asset-investment-fund | The Securities Commission granted a mutual fund, which is not a reporting issuer, an extension for filing and delivering its annual and interim financial statements. The fund invests significantly in an underlying fund that has a similar extension. The extension aligns the fund's reporting deadlines with those of the underlying fund. The annual financial statements now have a 90-day extension, and the interim financial statements have a 60-day extension. The decision is based on National Instrument 81-106 Investment Fund Continuous Disclosure, which sets the standard deadlines for filing and delivering financial statements. The fund's strategy involves investing in underlying funds with different reporting deadlines, necessitating the extension to avoid material inaccuracies in its financial reports. The conditions for the exemption include the fund's investment strategy, the proportion of assets invested in entities with aligned financial year-ends, and disclosure requirements in the fund's offering memorandum. The exemption will remain effective until any amendments to the relevant securities legislation come into force that affect the reporting deadlines for mutual funds. |
| 38.666 | 2021-09-24 | Ely Gold Royalties Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ely-gold-royalties-inc | The Securities Commission has granted an application by Ely Gold Royalties Inc. for an order to cease being a reporting issuer in Canada. The decision was based on several key factors: 1. Ely Gold Royalties Inc. is a reporting issuer in British Columbia, Alberta, and Ontario, with its head office in Vancouver, British Columbia. 2. All of the company's common shares were acquired by Gold Royalty Corp. through a plan of arrangement, and no other securities are outstanding. 3. The common shares were delisted from the TSX Venture Exchange. 4. The company is not an OTC reporting issuer and has fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 5. No securities of the company are traded on any marketplace in Canada or internationally. 6. The company is not in default of securities legislation, except for the non-filing of certain continuous disclosure documents required after becoming a wholly-owned subsidiary of Gold Royalty Corp. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The company was not eligible for a simplified procedure due to the default in filing the required documents. The outcome is that Ely Gold Royalties Inc. is no longer a reporting issuer and is relieved from the obligations that accompany this status. |
| 38.665 | 2021-09-27 | 1832 Asset Management L.P. and Dynamic Energy Evolution Fund | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-dynamic-energy-evolution-fund | The Securities Commission has granted an extension to the prospectus lapse date for a mutual fund managed by 1832 Asset Management L.P. The fund, known as Dynamic Energy Evolution Fund, was set to have its prospectus lapse on October 15, 2021. However, the Commission has allowed an extension of 32 days, moving the lapse date to November 16, 2021, aligning it with the lapse date of the prospectuses for 120 other mutual funds managed by the same firm. This decision was made to facilitate the consolidation of the fund's prospectus with the primary fund family prospectus managed by 1832 Asset Management L.P., which is expected to reduce renewal, printing, and related costs. The Commission deemed that preparing two separate renewal prospectuses would be unreasonable due to the close proximity of their lapse dates. The Commission's decision was based on several key points, including that the fund is a reporting issuer in good standing, there have been no material changes in the fund's affairs since the last prospectus, and any material changes would be disclosed as required by law. The Commission concluded that the extension would not compromise the accuracy of the information in the prospectus or be prejudicial to the public interest. The decision was made under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended, which allows for such an extension. The Ontario Securities Commission acted as the principal regulator for this application, and the decision was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.662 | 2021-09-28 | People Corporation | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF PEOPLE CORPORATION (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/people-corporation-3 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that People Corporation is deemed to have ceased to be offering its securities to the public. This decision is based on the application submitted by People Corporation and the representations made to the OSC. The key points include: 1. People Corporation is an offering corporation as per the OBCA definition. 2. The corporation has no plans to seek public financing through securities offerings. 3. People Corporation was previously granted an order on August 27, 2021, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206. The OSC concluded that granting this order would not be against the public interest. The decision was made on September 28, 2021, and is supported by the relevant provisions of the OBCA, specifically subsection 1(6), which allows for such a determination when a corporation ceases to offer its securities to the public. |
| 38.663 | 2021-09-28 | Graham Income Trust | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2; s. 6.1. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 2; s 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/graham-income-trust | The Securities Commission has granted an exemption to the Filer, Graham Income Trust, from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. This exemption pertains to the Filer's proposed purchase of its outstanding trust units through a modified Dutch auction issuer bid. Key facts include: - Graham Income Trust is an unincorporated mutual fund trust established in Alberta. - The trust is not a reporting issuer and its securities are not traded on any public marketplace. - The trust's capital consists of an unlimited number of units, with 4,694,552 units issued and outstanding as of a specified date. - Units have been issued to Eligible Investors under specific exemptions, and all unit holders are parties to a unanimous unitholders' agreement that restricts the transfer of units. - The trust wishes to acquire units from certain investors, including Exempt Spouses of Eligible Investors, who do not qualify under Exempt Bid provisions. The reasoning for the decision includes: - The trust has a policy allowing for the redemption of units with quarterly limits and a queue system for redemptions exceeding the budget. - The trust's trustees believe that offering additional funds for redemptions at a price below the prescribed redemption price will be beneficial for both the trust and the tendering unitholders. The outcome is that the Securities Commission has approved the exemption, allowing the trust to proceed with its modified Dutch auction issuer bid without adhering to the standard issuer bid requirements. This decision is based on the belief that the exemption is in the best interests of the trust and its unitholders and meets the legislative test for such an exemption. The relevant laws and regulations underpinning the outcome include: - National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2; s. 6.1. - Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 2; s 9.1. The Alberta Securities Commission, as the principal regulator, has made this decision, which also applies to Ontario by virtue of the Passport System. |
| 38.664 | 2021-09-28 | 1832 Asset Management L.P. and the Terminating Fund | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1) and 5.7(1)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-terminating-fund | The Securities Commission has approved a fund merger application submitted by 1832 Asset Management L.P. on behalf of Scotia CanAm Index Fund (Terminating Fund) to merge into Scotia U.S. Equity Index Fund (Continuing Fund). The approval is conditional on obtaining prior approval from the securityholders of the Terminating Fund. The merger required approval because it did not meet all pre-approval criteria under section 5.6 of National Instrument 81-102 Investment Funds (NI 81-102), specifically the investment objectives of the funds may not be considered substantially similar. However, the merger complies with all other criteria for pre-approved reorganizations and transfers. The merger is intended to be a tax-deferred exchange and will result in securityholders of the Terminating Fund receiving equivalent series of securities in the Continuing Fund. The merger is anticipated to provide benefits such as economies of scale, the resumption of contributions and purchases for securityholders, and a simplified index product lineup. The Filer will bear all costs associated with the merger, and no fees will be charged to securityholders in connection with the merger. The merger is also subject to the review and positive recommendation of the independent review committee (IRC) as per National Instrument 81-107. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filer relied on Multilateral Instrument 11-102 Passport System for application in other Canadian provinces and territories. The merger is scheduled to occur on or about November 8, 2021, subject to securityholder approval at a special meeting to be held on or about October 28, 2021. |
| 38.656 | 2021-10-01 | Canopy Growth Corporation and the Supreme Cannabis Company, Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 107. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1, 13.3 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canopy-growth-corporation-and-supreme-cannabis-company-inc | The Securities Commission has granted a decision under multiple securities regulations to exempt a wholly-owned subsidiary (Subsidiary) of a parent company (Parent) from certain continuous disclosure and insider reporting requirements. The Subsidiary is a reporting issuer with convertible securities outstanding, which entitle holders to acquire shares of the Parent. However, these securities do not qualify for certain exemptions under National Instrument 51-102 (NI 51-102), as they are not designated exchangeable securities, and the Subsidiary has other securities outstanding not held by the Parent or its affiliates. The relief granted is conditional and aligns with similar conditions contained in sections 13.3 and 13.4 of NI 51-102. The conditions include that the Parent must be a reporting issuer in good standing, the Subsidiary must not issue any new securities to the public except under specific circumstances, and the Subsidiary must file notices or copies of the Parent's disclosure documents. Additionally, the Parent must send all disclosure materials to the holders of the Subsidiary's warrants and must disclose material changes in its affairs. The decision exempts the Subsidiary from the requirements of NI 51-102, National Instrument 52-109 (NI 52-109) regarding certification of disclosure in issuers' annual and interim filings, and National Instrument 55-104 (NI 55-104) and National Instrument 55-102 (NI 55-102) concerning insider reporting requirements and the requirement to file an insider profile. The decision is based on the understanding that the Subsidiary will not access capital markets by issuing new securities to the public and that information relating to the Parent is of primary importance to the holders of the Subsidiary's convertible securities. The decision is made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant National Instruments mentioned above. |
| 38.657 | 2021-10-01 | Silk Road Energy Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/silk-road-energy-inc-0 | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Silk Road Energy Inc. due to the company's failure to file required continuous disclosure materials. The CTOs were initially put in place on February 1, 2019, by both the Alberta Securities Commission (the Principal Regulator) and the Ontario Securities Commission. Subsequently, on October 24, 2019, a partial revocation order was issued, which also reflected the decision of the Ontario Securities Commission. Silk Road Energy Inc. has since remedied the defaults by updating its continuous disclosure filings and paying all necessary fees in the jurisdictions where it is a reporting issuer. The revocation of the CTOs is based on the company's compliance with the requirements set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision to revoke the CTOs indicates that the Securities Commission is satisfied that Silk Road Energy Inc. has met the conditions for revocation as per the relevant legislation. |
| 38.654 | 2021-10-04 | CMX Gold and Silver Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cmx-gold-and-silver-corp | The Securities Commission has decided to revoke a cease trade order (CTO) previously issued against an issuer for failing to file required continuous disclosure materials as mandated by securities law. The issuer, which is a reporting entity in Alberta, British Columbia, Ontario, and Saskatchewan, had not complied with the filing requirements, leading to the imposition of the CTO on June 22, 2020. Following the issuer's application for revocation, it was determined that the issuer had remedied the defaults by updating its continuous disclosure filings and paying all necessary fees. The issuer also maintained an up-to-date profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI). The decision to revoke the CTO was made in accordance with the relevant legislative provisions, specifically sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended) and was informed by National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, as well as National Policy 12-202 Revocation of Certain Cease Trade Orders. The outcome is that the CTO has been lifted, allowing the issuer to resume trading under the condition that it continues to meet the continuous disclosure requirements set forth by the securities legislation. The decision was made by the Principal Regulator in Alberta and also reflects the decision of the Ontario securities regulatory authority. |
| 38.655 | 2021-10-04 | Purpose Investments Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-14 | The Securities Commission has granted an exemption to Purpose Investments Inc., the manager of Purpose Bitcoin Fund and Purpose Ether Fund, from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement generally prohibits the filing of a prospectus more than 90 days after the receipt for the preliminary prospectus. The exemption, requested on September 16, 2021, will allow the Funds to file their prospectus after this 90-day period, provided it is filed no later than October 31, 2021. The decision is based on the information and representations made in the application and is intended to facilitate the issuance of a receipt for the Funds' prospectus. The legislative authority for this decision comes from section 6.1 of NI 81-101, which allows for exemptions from certain requirements of the instrument. |
| 38.651 | 2021-10-07 | The Calgary Airport Authority | Securities Act, R.S.O. 1990, c. S.5, as am., s.74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/calgary-airport-authority | The Securities Commission has granted an exemption from the prospectus requirement to a private, not-for-profit corporation, The Calgary Airport Authority, for the distribution of non-convertible debentures. The exemption is conditional and subject to specific provisions of the Securities Act and related instruments. Key Facts: - The Calgary Airport Authority is a not-for-profit entity established in Alberta. - It is not a reporting issuer and has no history of default in securities legislation. - The entity is restricted from issuing shares by the Regional Airports Authorities Act (RAA Act). - Its existing securities consist of non-convertible debentures owned by the Province of Alberta. - The entity cannot utilize the Private Issuer Exemption as its constating documents do not restrict the transfer of securities. Reasoning: - The exemption is granted based on the entity's compliance with certain conditions of the Private Issuer Exemption, except for the transfer restrictions. - The RAA Act and RAA Regulation do not allow the entity to issue shares, which aligns with the intent of the Private Issuer Exemption. Outcome: - The exemption is approved, allowing the distribution of non-convertible debentures without a prospectus. - The exemption is contingent upon the entity meeting specific criteria at the time of offering and no changes being made to the RAA Act or RAA Regulation that would allow share issuance. - The first trade of the debentures must comply with section 2.6 of National Instrument 45-102 Resale of Securities. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended, section 74. - National Instrument 45-106 Prospectus Exemptions, section 2.4. - National Instrument 45-102 Resale of Securities, section 2.6. - Regional Airports Authorities Act (RAA Act). - Regional Airports Authorities Regulation (RAA Regulation). |
| 38.652 | 2021-10-07 | Inner Spirit Holdings Ltd. | Securities Act, R.S.A., 2000, c. S-4, s. 153. Citation: Re Inner Spirit Holdings Ltd., 2021 ABASC 160 October 7, 2021 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/inner-spirit-holdings-ltd | The Securities Commission granted an order for Inner Spirit Holdings Ltd. (the Filer) to cease being a reporting issuer. The decision was based on the Filer's application under the securities legislation of Alberta and Ontario, following its acquisition by Sundial Growers Inc. (Sundial) through a plan of arrangement. Post-acquisition, the Filer became a wholly-owned subsidiary of Sundial, and only outstanding warrants exercisable into Sundial securities remained. The Filer's securities, other than the warrants, were owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. The Filer's securities were delisted from the Canadian Securities Exchange and the OTCQB Venture Market, and no securities were traded on any public marketplace. The Filer was not in default of securities legislation except for the obligation to file certain interim financial documents. It was not eligible to surrender its reporting issuer status under a simplified procedure due to this default and the number of warrant holders. The Commission's decision, underpinned by the relevant securities acts and regulations, including National Policy 11-206 and Multilateral Instrument 11-102, concluded that the Filer met the legislative requirements to cease being a reporting issuer. The order was granted as the Filer no longer required public disclosure obligations, given its acquisition by Sundial and the limited number of security holders. |
| 38.647 | 2021-10-08 | The Limestone Boat Company Limited | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.12(2) and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/limestone-boat-company-limited | The Securities Commission granted The Limestone Boat Company Limited (the Filer) an exemption from the requirement that an auditor's report accompanying audited acquisition statements must express an unqualified opinion, as per subsection 3.12(2) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). This decision was made in the context of the Filer's acquisition of Ebbtide Holdings, LLC, which constituted a significant acquisition under National Instrument 51-102 Continuous Disclosure Obligations, triggering the need for a business acquisition report (BAR). The Filer faced challenges in obtaining an unqualified audit opinion on the 2020 Annual Financial Statements of Ebbtide due to insufficient audit evidence over inventory balances and cost of goods sold. Despite efforts, the Filer's auditor could not obtain the necessary evidence to support an unqualified opinion, primarily because the auditor was not present for inventory counts and could not perform alternative procedures to verify the inventory. The exemption was granted on the condition that the Filer includes in its BAR: the 2020 Annual Financial Statements with an auditor's report qualified only in respect to inventory and cost of goods sold, unaudited annual financial statements for 2019, unaudited interim financial statements for the period ended March 31, 2021, and an audited statement of assets acquired and liabilities assumed at the transaction's closing date. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and the exemption was intended to be relied upon in British Columbia and Alberta as well. The Filer was otherwise in compliance with securities legislation and believed that the inventory was not materially misstated. The exemption was contingent upon the Filer's ability to provide sufficient alternative information about the acquisition in the BAR. |
| 38.648 | 2021-10-08 | Hamilton Capital Partners Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-capital-partners-inc-et-al-3 | The Ontario Securities Commission granted an exemption to two exchange-traded funds (ETFs), Hamilton Canadian Bank Mean Reversion Index ETF (HCA) and Hamilton Enhanced Canadian Bank ETF (HCAL), from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102). This decision allows the ETFs to invest a higher percentage of their net asset value in the securities of the six largest Canadian banks than is typically permitted under NI 81-102. Under NI 81-102, mutual funds are generally restricted from investing more than 10% of their net asset value in securities of any single issuer, with a higher threshold of 20% for alternative mutual funds. The exemption permits HCA to exceed the 10% limit and HCAL to exceed the 20% limit, enabling them to replicate the performance of a rules-based Canadian bank index and a multiple of that index, respectively. The rationale for the exemption is based on the transparency and passive nature of the ETFs' investment strategies, which are fully disclosed to investors. The ETFs' portfolios consist solely of securities from the six largest Canadian banks, which are among the most liquid equity securities listed on the Toronto Stock Exchange. The exemption is conditional upon the ETFs continuing to invest in accordance with their stated investment objectives and strategies, disclosing their rebalance frequency, and including specific risk disclosures in their prospectus. The decision also revokes and replaces previous decisions (Original Decisions) that granted similar relief to the ETFs, as the index they track is undergoing changes that would render the Original Decisions inapplicable. The ETFs are required to comply with the conditions set forth in the decision to maintain the granted exemption. |
| 38.649 | 2021-10-08 | Brookfield Business Partners L.P. & Brookfield Business Corporation | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 5, ss. 5.5(a), 5.7(1)(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-business-partners-lp-brookfield-business-corporation | The Securities Commission has granted an exemption to Brookfield Business Partners L.P. (BBU) and Brookfield Business Corporation (BBUC) from certain requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption relates to related party transactions and the calculation of market capitalization for transaction size exemptions. BBU, a Bermuda exempted limited partnership, and BBUC, a corporation, are both reporting issuers. BBU's primary asset is its interest in Brookfield Business L.P. (Holding LP), and it is controlled by Brookfield Asset Management Inc. BBUC was created to offer investors an alternative way to invest in BBU's operations through exchangeable shares that are economically equivalent to BBU units. The exemption allows BBU and BBUC to engage in related party transactions without complying with the related party transaction requirements of MI 61-101, subject to conditions such as BBU consolidating BBUC in its financial statements and owning all equity securities of BBUC. Additionally, BBU can include BBUC's exchangeable shares in its market capitalization calculation for the purpose of determining the applicability of the 25% market capitalization exemption for certain related party transactions. The decision is based on the functional and economic equivalence of the exchangeable shares to BBU units, the control BBU exercises over BBUC, and the consolidation of BBUC's financials into BBU's. The exemption is conditional upon no material changes to the exchangeable share provisions and disclosure requirements in BBU's annual information form or equivalent filings. The outcome is that BBU and BBUC can conduct related party transactions more efficiently, and BBU can potentially avoid the valuation and minority approval requirements for transactions that would otherwise fall below the adjusted 25% market capitalization threshold when including BBUC's exchangeable shares. |
| 38.650 | 2021-10-08 | In the Matter of Trevor Rosborough | Order: 1. Section 144 of the Securities Act, RSO 1990, c S.5 2. Section 5.1 of the Statutory Powers Procedure Act, RSO 1990, c S.22 3. Rule 23 of the Commission's Rules of Procedure and Forms, (2019) 42 OSCB 9714 4. Section 144(1) of the Securities Act, RSO 1990, c S.5 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/matter-trevor-rosborough | The Ontario Securities Commission (OSC) considered an application by Trevor Rosborough to vary the terms of a previous order related to a settlement agreement. The application was agreed upon by both Rosborough and the OSC staff. The OSC decided that, under section 144(1) of the Securities Act, RSO 1990, c S.5, Rosborough is allowed to transfer securities from his TD Direct Investing Trading account to his wife's account within 30 days from the date of the order. This decision was made following the procedures outlined in section 5.1 of the Statutory Powers Procedure Act and Rule 23 of the OSC's Rules of Procedure. Rosborough provided an undertaking that the transferred securities would be solely under his wife's control and that he would not engage in trading or related activities with those securities. The specific securities and quantities to be transferred were listed in an attached schedule. |
| 38.645 | 2021-10-13 | Mackenzie Financial Corporation | National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-19 | The Securities Commission has granted an exemption to a financial corporation managing a group of alternative mutual funds, allowing them to consolidate their simplified prospectus with that of their non-alternative mutual funds, contrary to the usual requirements. This decision is aimed at reducing costs and streamlining the distribution and disclosure processes across the corporation's fund platform. Additionally, the Commission approved an extension of the prospectus lapse date by 226 days to align with the corporation's primary fund family prospectus, facilitating this consolidation without conditions. The exemptions are based on subsection 5.1(4) of National Instrument 81-101 Mutual Funds Prospectus Requirements, which typically prohibits the consolidation of prospectuses of alternative and non-alternative mutual funds, and subsection 62(5) of the Securities Act, which pertains to the lapse date of a prospectus. The decision was made considering that there have been no material changes in the funds' affairs since their last prospectus filings, and the current prospectuses still provide accurate information. The Commission concluded that the exemptions would not be prejudicial to the public interest. |
| 38.642 | 2021-10-15 | County Capital 2 Ltd. | National Instrument 51-102 Continuous Disclosure Obligations, s. 4.10(2)(a)(ii). Form 51-102F3 Material Change Report, Item 5.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/county-capital-2-ltd | Summary: The Securities Commission granted an exemption to a capital pool company (the issuer) from certain financial reporting requirements in connection with its reverse take-over transaction with a target company (Givex). The transaction is intended to serve as the issuer's qualifying transaction under TSX Venture Exchange (TSXV) Policy 2.4. The issuer sought relief from the obligation to file historical audited financial statements of certain predecessor entities (ValueAccess, OBS, EIS, the GIFTPASS Assets, and PiCash) that were acquired by Givex, as these entities are not considered material to the issuer. The exemption was requested from section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report. The Commission determined that the exemption was justified, provided that the issuer includes in its filing statement the audited consolidated financial statements of Givex for the years ended December 31, 2018, 2019, and 2020, as well as unaudited consolidated financial statements for the six months ended June 30, 2021, and 2020. The filing statement must be filed on SEDAR immediately following acceptance by the TSXV. The decision was based on the understanding that the included financial statements and other disclosures would provide sufficient information for investors to make an informed assessment of the issuer's business following the completion of the qualifying transaction. Relevant legislative provisions underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, specifically section 4.10(2)(a)(ii), and Item 5.2 of Form 51-102F3 Material Change Report. |
| 38.641 | 2021-10-18 | 1317774 B.C. Ltd. and Penn National Gaming, Inc. | Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). National Instrument 51-102 Continuous Disclosure Obligations, s. 13.3. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.4 and 8.6(2). National Instrument 52-110 Audit Committees, ss. 1.2(f) and 8.1(2). National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1317774-bc-ltd-and-penn-national-gaming-inc | The Securities Commission has granted an exemption to a wholly-owned subsidiary (the Subsidiary) of a parent company (the Parent) from certain reporting requirements under multiple National Instruments (NIs), subject to conditions. The Subsidiary, which is a reporting issuer with convertible securities outstanding, sought relief from continuous disclosure obligations under NI 51-102, certification of disclosure requirements under NI 52-109, audit committee composition and obligations under NI 52-110, and corporate governance disclosure requirements under NI 58-101. The exemption was granted because the Subsidiary's situation is similar to issuers with exchangeable security structures exempted under Section 13.3 of NI 51-102, but it could not directly rely on this exemption due to its lack of voting rights in the Parent and the potential issuance of additional securities beyond those described in the exemption. The conditions for the exemption include that immediately following the arrangement, the Subsidiary will not have any securities outstanding other than those held by the Parent, the Preferred Stock, and the Exchangeable Shares. Additionally, the Subsidiary may not issue any securities except in connection with the arrangement or to maintain the economic equivalence of the Exchangeable Shares with the Parent's shares. The Subsidiary and the Parent must comply with Section 13.3 of NI 51-102, except as modified by the exemption. The decision is grounded in the Securities Act, R.S.O. 1990, c. S.5, and the relevant sections of the NIs mentioned above. The outcome allows the Subsidiary to operate with reduced reporting obligations, provided it adheres to the specified conditions. |
| 38.639 | 2021-10-19 | Guardian Capital LP | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-5 | The Securities Commission has granted an application by Guardian Capital LP (the Filer) for two forms of relief concerning the distribution of certain mutual funds (the Funds) under the securities legislation. The decision includes: 1. An extension of the lapse date for the simplified prospectuses, fund facts documents, and annual information forms of the Funds, aligning them with a new lapse date of April 30, 2022 (Lapse Date Extension). This extension is sought to consolidate the prospectuses of the GC One Equity Portfolio and GC One Fixed Income Portfolio (GC One Portfolios) and Guardian Strategic Income Fund (Current Alternative Fund) with another prospectus due for renewal on April 30, 2022, to reduce costs and streamline disclosure. 2. Relief from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which prohibits the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund (Simplified Prospectus Consolidation). This relief will allow the Filer to consolidate the simplified prospectuses of alternative mutual funds with those of conventional mutual funds, facilitating distribution and enabling cost reduction. The decision is based on representations by the Filer that there have been no material changes in the affairs of the Funds since their respective current prospectuses and that the information contained therein remains accurate. The Filer also argued that the consolidation would not prejudice investors and would allow for easier comparison of fund features. The principal regulator concluded that the decision meets the test set out in the Legislation and granted the Exemption Sought, based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Instrument 81-101 Mutual Fund Prospectus Disclosure. |
| 38.640 | 2021-10-19 | Guardian Capital LP | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-4 | The Securities Commission has granted an application by Guardian Capital LP for two forms of relief concerning the distribution of certain mutual funds. The first relief extends the lapse date for the renewal of simplified prospectuses, fund facts documents, and annual information forms for the GC One Equity Portfolio, GC One Fixed Income Portfolio, and Guardian Strategic Income Fund. The new lapse date is set for April 21, 2022, aligning with the lapse date of another prospectus for additional funds managed by Guardian Capital LP. This extension is intended to consolidate the prospectuses to streamline costs and distribution. The second form of relief allows for the consolidation of the simplified prospectus of alternative mutual funds with that of mutual funds that are not alternative mutual funds. This exemption is from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure, which typically prohibits such consolidation. The consolidation aims to reduce costs and facilitate easier comparison of fund features for investors. The decision is based on the rationale that there have been no material changes in the affairs of the funds since the last prospectus, and the current prospectuses continue to provide accurate information. The consolidation will not affect the accuracy of the information provided and is not expected to be prejudicial to the public interest. The relief is granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and National Instrument 81-101 Mutual Fund Prospectus Disclosure, sections 5.1(4) and 6.1. The decision was made with the understanding that Guardian Capital LP is in compliance with all applicable securities legislation and that any future material changes will be disclosed as required by law. |
| 38.637 | 2021-10-20 | Brookfield Infrastructure Partners L.P. | Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2). National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-infrastructure-partners-lp-5 | The Securities Commission granted exemptive relief to a filer seeking to establish a credit support issuer structure. The filer, a Bermuda exempted limited partnership, could not rely on standard exemptions due to its 70.5% ownership of an intermediate holding entity and the proposed issuance of convertible preferred shares. The relief exempts the filer from continuous disclosure, certification, insider reporting, audit committee, and corporate governance requirements. Additionally, exemptions were granted from short form prospectus, incorporation by reference, earnings coverage, and subsidiary credit supporter requirements. The decision was based on the filer's unique ownership structure and the nature of the partnership units, which effectively give the filer control over the holding limited partnership. The relief is conditional on the filer's compliance with certain ownership and disclosure conditions, including maintaining its status as a reporting issuer and filing financial statements in accordance with U.S. federal securities laws. The relevant laws and regulations underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii), National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1, National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4, National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6, National Instrument 52-110 Audit Committees, s. 8.1, National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1, National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2), and National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1. The decision replaces a previous decision from February 2014. |
| 38.638 | 2021-10-20 | Ovintiv Inc. | National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ovintiv-inc-1 | The Securities Commission has granted Ovintiv Inc., a company incorporated in Delaware with its head office in Denver, Colorado, an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). Ovintiv Inc., which carries out the business formerly conducted by Encana Corporation, is a U.S. issuer eligible to use the Multijurisdictional Disclosure System (MJDS) and is also an SEC foreign issuer under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102). The company is a reporting issuer in all Canadian provinces and territories and is not in default of any Canadian securities legislation. Its common shares are listed on both the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX), and it has issued various notes under U.S. registration statements. The exemption is conditional upon Ovintiv Inc. remaining a U.S. issuer and an SEC foreign issuer, continuing to prepare its oil and gas disclosure in compliance with U.S. rules, issuing a news release in Canada stating that it will provide oil and gas disclosure in accordance with U.S. rules rather than NI 51-101, and filing the oil and gas disclosure with Canadian securities regulatory authorities promptly after filing in the U.S. This decision is based on the company's representations and is in accordance with the securities legislation of Alberta and Ontario, as well as the applicable provisions of NI 51-101, National Instrument 14-101 Definitions, Multilateral Instrument 11-102 Passport System, NI 71-101, and NI 71-102. The Alberta Securities Commission is the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. |
| 38.634 | 2021-10-21 | Desjardins Investments Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-investments-inc-4 | The Securities Commission has granted an exemption to Desjardins Investments Inc. (the Filer) on behalf of the Alternative Funds, allowing them to consolidate the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision is based on the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, particularly sections 5.1(4) and 6.1(1). The Filer, a corporation registered as an investment fund manager in Quebec, Ontario, and Newfoundland and Labrador, sought this exemption to reduce costs associated with renewing, printing, and distributing separate prospectuses for alternative and conventional mutual funds. The Filer argued that combining the SPs would streamline disclosure and facilitate distribution, as the alternative and conventional funds share many operational and administrative features. The Commission agreed with the Filer's position that the exemption would not be prejudicial to the public interest and would be in the best interests of the funds and their securityholders. The decision also noted that exchange-traded funds (ETFs) are already permitted to consolidate prospectuses for alternative and conventional funds under Regulation 41-101, suggesting mutual funds should be treated similarly. As a result, the exemption was granted, allowing the Filer to file a combined SP for both alternative and conventional mutual funds, provided that investors continue to receive the appropriate fund facts documents and that the SP and annual information form (AIF) are available upon request, in line with applicable securities legislation. |
| 38.632 | 2021-10-25 | Priviti Capital Corporation | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b)(ii)-(iii) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/priviti-capital-corporation-0 | The Securities Commission granted an exemption to Priviti Capital Corporation, allowing the transfer of illiquid assets from two of its expiring funds to another fund it manages, despite regulations typically prohibiting such transactions. The exemption was conditional on several factors, including an independent valuation of the assets and approval from an independent review committee. The exemption was sought from subparagraphs 13.5(2)(b)(ii) and (iii) of National Instrument 31-103, which generally restrict registered advisers from causing investment funds they manage to trade securities with related parties. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. The funds involved are not reporting issuers and are structured as limited partnerships focused on investments in the Canadian oil and gas sector. The illiquid assets in question are equity securities of two private companies. The exemption was granted on the condition that the assets are sold at fair value based on an independent broker's quote, the transaction is overseen by an independent review committee as per National Instrument 81-107, no remuneration is received by the Filer for the trade, only nominal administrative charges are incurred, and detailed records of the transactions are maintained for five years. This decision enables the orderly liquidation of assets from the expiring funds, aligns with the investment objectives of the funds, and considers the best interests of the unitholders. |
| 38.629 | 2021-10-26 | Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107 and 121(2)(a)(ii). National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2). National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-infrastructure-corporation-and-brookfield-infrastructure-partners-lp | The Securities Commission granted an exemption to Brookfield Infrastructure Corporation Exchange Limited Partnership (the Issuer) and its insiders from certain continuous disclosure, certification, insider reporting, audit committee, and corporate governance requirements. The exemption was necessary because the Issuer's exchangeable security structure did not meet specific criteria under existing securities legislation due to the non-voting nature of the exchangeable securities and the ownership of other securities by a different entity than the issuer of the underlying securities. The key conditions for the exemption are similar to those in section 13.3 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The Issuer and the related filers must continue to meet certain conditions, including no material changes to the provisions of the exchangeable securities and the underlying securities. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, and various National Instruments such as NI 51-102, NI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, NI 52-110 Audit Committees, NI 55-102 System for Electronic Disclosure by Insiders (SEDI), NI 55-104 Insider Reporting Requirements and Exemptions, and NI 58-101 Disclosure of Corporate Governance Practices. The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the exemption was granted under the condition that the Issuer and the filers comply with the modified conditions set forth in the decision. |
| 38.630 | 2021-10-26 | Edgepoint Wealth Management Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/edgepoint-wealth-management-inc | The Securities Commission has granted an exemption to a mutual fund management company from the standard fund facts document requirements. This exemption allows the company to provide specialized disclosure about their tiered management fee structure in their fund facts documents. Key Facts: - The company manages the EdgePoint Monthly Income Portfolio and future mutual funds with tiered pricing (collectively, the Funds). - The Funds offer units with management fees that vary based on an interest index rate, recalculated at set intervals. - The company sought to include additional information in the fund facts documents to explain the variable management fee structure. Reasoning: - The standard fund facts document format did not accommodate the detailed explanation of the tiered fee structure. - The company argued that investors needed this information for full and transparent disclosure of the fee structure. Outcome: - The exemption was granted on the condition that the fund facts documents include the detailed tiered management fee disclosure. Relevant Laws/Regulations: - National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically section 2.1 and Form 81-101F3. - The exemption was granted under the authority of the securities legislation of the principal regulator's jurisdiction and is intended to be relied upon in other Canadian provinces and territories through Multilateral Instrument 11-102 Passport System. |
| 38.631 | 2021-10-26 | Franklin Templeton Investments Corp. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-13 | The Securities Commission has granted an exemption to investment funds managed by Franklin Templeton Investments Corp., allowing them to invest up to 10% of their net assets in certain Irish and Luxembourg mutual funds. These funds are subject to UCITS (Undertakings for Collective Investments in Transferable Securities) rules, which are similar to Canadian regulations. The exemption is conditional on the funds meeting specific requirements, such as compliance with section 2.5 of National Instrument 81-102 Investment Funds when investing in these foreign funds, and the provision of appropriate disclosure in their simplified prospectus. The decision revokes and replaces a previous decision, ensuring that the investment practices remain substantially similar to those governing Canadian funds. The exemption is contingent on the regulatory regime of the foreign funds not undergoing any material changes. |
| 38.628 | 2021-10-27 | Exfo Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/exfo-inc | The Securities Commission has granted an order for EXFO Inc. to cease being a reporting issuer. This decision follows EXFO Inc.'s arrangement agreement, shareholder approval, and subsequent amalgamation, resulting in the acquisition of all issued and outstanding subordinate voting shares (SVS), except those held by certain individuals, for $6.25 per SVS. The SVS were delisted from the NASDAQ and Toronto Stock Exchange, and all securities were canceled without repayment of capital as part of the amalgamation. EXFO Inc. is now a private company with 36,032,304 common shares held by four shareholders, all in Quebec. The company has no intention of public financing and has fewer than 15 securityholders in each Canadian jurisdiction except Quebec. The company is not in default of securities legislation and has no securities traded on any public marketplace. The order is based on the test set out in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The decision allows EXFO Inc. to cease being a reporting issuer in all Canadian jurisdictions where it had this status. |
| 38.625 | 2021-10-28 | CWB Wealth Management Ltd. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b)(ii)-(iii) and 15.1 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cwb-wealth-management-ltd-0 | The Securities Commission granted an exemption to CWB Wealth Management Ltd. from certain prohibitions in National Instrument 31-103, specifically subparagraphs 13.5(2)(b)(ii) and (iii). This exemption allows for in specie subscriptions and redemptions between managed accounts and investment funds, as well as between different investment funds. Key points of the decision include: 1. The exemption applies to transactions involving managed accounts and both NI 81-102 funds (reporting issuers subject to National Instrument 81-102) and pooled funds (not reporting issuers, sold privately in Canada). 2. The exemption is subject to conditions ensuring that transactions are in the best interests of clients and consistent with the funds' investment objectives. 3. Transactions must be approved by the independent review committee (IRC) for NI 81-102 funds, as per National Instrument 81-107. 4. Securities transferred must be valued fairly and in line with the funds' valuation methods. 5. Clients must provide prior written consent for in specie transfers. 6. Records of in specie transfers must be maintained for five years. 7. No compensation is to be received by CWB Wealth Management Ltd. or its affiliates for these transactions, except for nominal administrative charges by the custodian and any dealer commissions. 8. For illiquid assets, an independent quote must be obtained before the transfer. The decision ensures that the exemption is granted provided that these conditions are met, aiming to facilitate portfolio management while maintaining client interests and regulatory compliance. |
| 38.626 | 2021-10-28 | Score Media and Gaming Inc. | Under the Process for Cease to be a Reporting Issuer Applications: 1. Subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/score-media-and-gaming-inc | The Ontario Securities Commission (OSC) has granted an application by Score Media and Gaming Inc. for an order declaring that the company has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The application was made under the securities legislation of Ontario and relied upon the provisions of Multilateral Instrument 11-102 Passport System for its application in other Canadian provinces. The decision was based on several key representations made by Score Media and Gaming Inc.: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. There are fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide who directly or indirectly own the company's securities, including debt securities. 3. The company's securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or any other country. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The OSC, acting as the principal regulator, concluded that the application met the necessary criteria set out in the relevant securities legislation and therefore approved the order. This decision allows Score Media and Gaming Inc. to cease its reporting issuer obligations in Canada. |
| 38.624 | 2021-10-29 | Hollister Biosciences Inc. | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hollister-biosciences-inc | The Ontario Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple national instruments and an OSC rule. The relief is conditional and pertains to the issuer's common shares and a new class of proportionate voting shares, which are being created to maintain the issuer's status as a foreign private issuer under U.S. securities laws. Key facts include the issuer's corporate structure, the listing of its common shares on the Canadian Securities Exchange, and the upcoming shareholder vote to create proportionate voting shares. These shares will have different voting rights and conversion features compared to common shares. The relief allows the issuer to avoid the restricted security designation for its common shares, which would otherwise be triggered by the creation of the proportionate voting shares. The exemptions apply to future prospectuses, continuous disclosure documents, and certain other regulatory filings, provided that the issuer meets ongoing conditions related to its capital structure and disclosure. The relevant laws and regulations include National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 51-102 Continuous Disclosure Obligations, and OSC Rule 56-501 Restricted Shares. The exemptions are granted subject to the issuer maintaining the representations made about the characteristics of the common and proportionate voting shares and not having any other restricted securities or shares issued and outstanding. |
| 38.622 | 2021-11-01 | Getchell Gold Corp. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/getchell-gold-corp | The Ontario Securities Commission (OSC) has granted consent to Getchell Gold Corp., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue as a corporation under the Business Corporations Act (British Columbia) (BCBCA). This decision is based on the application and representations made by Getchell Gold Corp., which included their compliance with existing regulations, shareholder approval of the continuance, and the absence of any ongoing proceedings or defaults under the relevant legislation. Key points from the application include: - Getchell Gold Corp. is an amalgamated corporation with its registered office in Toronto, Ontario, and its common shares are traded on the Canadian Securities Exchange. - The company intends to apply for authorization to continue under the BCBCA as per section 181 of the OBCA. - The company is a reporting issuer in Ontario, British Columbia, and Quebec and will remain so after the continuance. - There are no defaults or proceedings under the OBCA or any securities legislation that the company is subject to. - Shareholders were informed about the proposed continuance and its implications, and they approved the move with a significant majority, with no dissenting shareholders exercising their rights under section 185 of the OBCA. - The company's head office will be relocated to British Columbia, and it will seek to make the British Columbia Securities Commission its principal regulator. The OSC consented to the continuance after determining that it would not be prejudicial to the public interest. The decision was made in accordance with section 181 of the OBCA and subsection 4(b) of the Regulation made under the OBCA, which requires the Commission's consent for a corporation to continue in another jurisdiction. The outcome allows Getchell Gold Corp. to proceed with its re-domiciliation to British Columbia. |
| 38.618 | 2021-11-02 | BMO Investments Inc. and BMO Global Growth & Income Fund | National Instrument 81-102 Investment Funds, ss. 5.5(1), 5.5(3), 5.6(1), 5.7(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-and-bmo-global-growth-income-fund | The Securities Commission approved a merger between two mutual funds, the Terminating Fund and the Continuing Fund, subject to securityholder approval. The approval was necessary because the merger did not meet the pre-approved reorganization criteria in National Instrument 81-102 Investment Funds (NI 81-102), specifically regarding the similarity of investment objectives and fee structures between the two funds. Despite these differences, the merger complied with other pre-approval criteria. The merger was proposed to occur on or about November 19, 2021, if securityholder approval was obtained. The Filer, as the manager of both funds, believed the merger would benefit unitholders due to reasons such as declining assets under management in the Terminating Fund, a more streamlined product lineup, stronger long-term performance of the Continuing Fund, and potential for greater market presence and viability. The Filer provided full disclosure to the Terminating Fund's unitholders, including the differences in investment objectives and fees, the tax-deferred nature of the merger, and the recommendation from the independent review committee (IRC). A special meeting for unitholders to vote on the merger was scheduled for November 5, 2021, to be held virtually due to the coronavirus pandemic. The merger process involved the Terminating Fund selling non-aligned assets, distributing net income and realized capital gains to unitholders, and then merging its assets with the Continuing Fund in exchange for equivalent units. The Filer would bear the costs of the merger. The principal regulator granted the approval based on the condition that the Filer obtains prior approval from the Terminating Fund's unitholders at the special meeting. The decision was made in accordance with sections 5.5(1), 5.5(3), 5.6(1), and 5.7(1) of NI 81-102. |
| 38.619 | 2021-11-02 | Seafield Resources Ltd. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/seafield-resources-ltd | The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) initially issued against Seafield Resources Limited. The original CTO, issued on December 19, 2014, under sections 127(1) and 127(5) of the Ontario Securities Act, prohibited trading in the company's securities. This decision was also mirrored by securities regulators in British Columbia and Alberta. The variation, made under section 144(1) of the Securities Act, allows beneficial shareholders who are neither insiders nor control persons to sell their securities outside of Canada, subject to certain conditions. These conditions include that the sale must occur through a market outside of Canada and be conducted through an investment dealer registered in Ontario. The variation aims to alleviate the disadvantage faced by Ontario resident shareholders compared to certain shareholders who could trade their shares on foreign markets. The OSC determined that varying the CTO in this manner would not be prejudicial to the public interest. The order for this variation was issued on November 2, 2021, and reflects the OSC's commitment to ensuring fair and equitable treatment of shareholders while maintaining the integrity of the markets and protecting the public interest. |
| 38.620 | 2021-11-02 | PIMCO Canada Corp. et al. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pimco-canada-corp-et-al-1 | The Securities Commission has granted an extension of the prospectus lapse date for two mutual funds managed by PIMCO Canada Corp. The extension is for 161 days, moving the lapse date from January 15, 2022, to June 25, 2022. This decision allows the funds' prospectus to be consolidated with the manager's primary fund family prospectus, aiming to streamline disclosure and reduce costs. The extension was granted under subsection 62(5) of the Securities Act (Ontario), which governs the timing for the renewal of a simplified prospectus, annual information form, and fund facts. The Filer, PIMCO Canada Corp., is in compliance with securities legislation and manages both funds as open-ended mutual fund trusts in Ontario. The consolidation is intended to facilitate distribution, enable easier comparison for investors, and potentially align operational and administrative features across the Filer's fund platform. The Commission determined that the extension would not compromise the accuracy of the prospectus information and would not be prejudicial to the public interest. The decision was made in accordance with the test set out in the relevant securities legislation. |
| 38.621 | 2021-11-02 | Desjardins Global Asset Management Inc. et al. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. National Instrument 81-102 Investment Funds, ss. 4.1(2) and 19.1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b) and (c), and 113 and 117. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-global-asset-management-inc-et-al | The Securities Commission granted exemptive relief to Desjardins Global Asset Management Inc. and Desjardins Investments Inc. (the Filers) on behalf of Desjardins Quebec Balanced Fund (the Fund) from certain conflict of interest and self-dealing provisions to allow investment in a related limited partnership, Desjardins Capital SME L.P. (DCSME), which is not a reporting issuer. The relief is subject to conditions and is based on the following regulations: - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, specifically sections 13.5(2)(a) and 15.1. - National Instrument 81-102 Investment Funds, specifically sections 4.1(2) and 19.1. - Securities Act (Ontario), specifically subsections 111(2)(b) and (c), and 113 and 117. The Fund, an open-ended investment fund trust, aims to provide income return and capital appreciation from a portfolio of Quebec securities. DCSME, a development capital fund, invests in small and medium-sized businesses in Quebec. The investment in DCSME is consistent with the Fund's objectives and will be made at DCSME's net asset value per unit. The relief is conditional upon the Fund's compliance with investment restrictions, including not holding more than 10% of DCSME's voting or equity securities, not exercising control over DCSME, and adhering to illiquid asset restrictions. The Fund's Independent Review Committee (IRC) must approve the investment, and the investment must be disclosed to investors. The decision ensures that the investment does not result in duplicate fees, that the Fund does not vote DCSME's securities or arranges for beneficial holders to vote, and that the investment is disclosed in the Fund's reporting documents. The valuation of DCSME's assets must comply with specific regulatory requirements, and an independent accountant must issue a report following each net asset value calculation. The Commission concluded that the decision meets the test set out in the Legislation and granted the exemptions sought, provided the Filers adhere to the outlined conditions. |
| 38.617 | 2021-11-03 | WPT Industrial Real Estate Investment Trust | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/wpt-industrial-real-estate-investment-trust-3 | The Securities Commission granted an order for WPT Industrial Real Estate Investment Trust (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System across Canada. The Filer met several conditions: it was not an OTC reporting issuer, had fewer than 15 securityholders in any Canadian jurisdiction and fewer than 51 worldwide, had no securities traded on any public marketplace, and was not in default of any securities legislation. Based on these representations, the principal regulator concluded that the Filer satisfied the legislative requirements to cease being a reporting issuer, and thus, the requested relief was granted. |
| 38.614 | 2021-11-04 | Starlight U.S. Multi-Family (No. 1) Core Plus Fund | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/starlight-us-multi-family-no-1-core-plus-fund-0 | The Securities Commission has granted an application for the issuer to cease being a reporting issuer under the relevant securities legislation. This decision is based on the issuer meeting specific criteria, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, with no securities traded on public marketplaces. The issuer is also not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission acted as the principal regulator, and the issuer has indicated reliance on Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. |
| 38.615 | 2021-11-04 | Definity Financial Corporation | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c.S.5, AS AMENDED AND IN THE MATTER OF DEFINITY FINANCIAL CORPORATION ORDER (Section 6.1 of National Instrument 62-104) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/definity-financial-corporation | The Ontario Securities Commission granted an exemption to Definity Financial Corporation from the issuer bid requirements stipulated in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), specifically in relation to the purchase and cancellation of a common share held by Economical Mutual Insurance Company as part of its demutualization process. Key facts include: - Economical Insurance, a mutual property and casualty insurance company, is demutualizing to become a company with common shares, wholly-owned by Definity Financial Corporation post-demutualization. - Economical Insurance is not a reporting issuer and is governed by the Insurance Companies Act (Canada) (ICA). - The demutualization process is regulated under the ICA and involves several steps, including the approval of a conversion plan by eligible policyholders and the Minister of Finance. - As part of the demutualization, Definity Financial Corporation will repurchase and cancel the initial common share held by Economical Insurance (the Purchase for Cancellation). - The Purchase for Cancellation is necessary to comply with the ICA, which prohibits a subsidiary from owning shares in its parent company. - The Purchase for Cancellation may be considered an issuer bid under NI 62-104, but it is a technical step in the demutualization process and eligible policyholders have approved it as part of the conversion plan. - Definity Financial Corporation will become a reporting issuer upon issuing a receipt for the final prospectus for an initial public offering (IPO). - The exemption was granted on the basis that it would not be prejudicial to the public interest. The outcome is that Definity Financial Corporation is exempt from the issuer bid requirements in connection with the Purchase for Cancellation, facilitating the demutualization of Economical Insurance and its subsequent IPO. |
| 38.616 | 2021-11-04 | Fidelity Investments Canada ULC and the Funds | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-funds | The Securities Commission granted an exemption to a group of mutual funds (the Funds) from the standard fund facts preparation requirements under section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This exemption allows the Funds to include specific disclosure about revisions to their tiered pricing program in their fund facts documents, deviating from Form 81-101F3 requirements. The Funds, managed by Fidelity Investments Canada ULC, offer various series of securities with different fee structures. In 2015, the Funds introduced a program allowing investors in certain series to qualify for lower fees based on their investment size. The program has been revised to provide automatic rebates instead of automatic switches to different series, simplifying administration and increasing transparency for investors. The exemption replaces previous relief granted for an earlier version of the pricing program and is subject to the condition that each fund facts document for a Program Series of a Fund contains the revised program disclosure. The exemption is based on the Funds' commitment to transparency and the benefits of reduced administrative complexity and enhanced investor understanding of fee rebates. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filer has indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian provinces and territories. The exemption is contingent on the inclusion of the revised program disclosure in the fund facts documents, ensuring investors receive clear information about the tiered pricing program and associated fee rebates. |
| 38.611 | 2021-11-08 | Fidelity Investments Canada ULC | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-24 | The Securities Commission granted an exemption to extend the lapse date of four prospectuses related to various funds managed by Fidelity Investments Canada ULC. This extension allows the funds qualified by three of the prospectuses to be incorporated into the fourth prospectus upon its renewal. Additionally, the extension facilitates the implementation of changes to the funds' pricing program. The decision was made under subsection 62(5) of the Securities Act (Ontario) and was influenced by the need to reduce costs, streamline disclosure, and address operational complexities associated with the funds' pricing program. The exemption aligns the renewal deadlines for the prospectuses, enabling a more efficient consolidation process and the removal of tiered series securities from the prospectuses. The decision is supported by the fact that there have been no material changes in the affairs of the funds since their last filings, except as previously amended. The exemption is not expected to affect the accuracy of the information in the prospectuses or be prejudicial to the public interest. The relevant legislative provisions include the Securities Act (Ontario), National Instrument 81-102 Investment Funds, and National Instrument 81-101 Mutual Fund Prospectus Disclosure. The Ontario Securities Commission, acting as the principal regulator, approved the exemption sought. |
| 38.612 | 2021-11-08 | Nanotech Security Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nanotech-security-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in Canada. The decision is based on the issuer meeting certain criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. The application was processed under National Policy 11-206, with the British Columbia Securities Commission acting as the principal regulator and the order also applying to Ontario. The relevant legislative provision cited is section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The outcome allows the issuer to stop complying with the reporting obligations that apply to public companies. |
| 38.609 | 2021-11-09 | Great Canadian Gaming Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/great-canadian-gaming-corporation-2 | The Securities Commission granted an order for the issuer, Great Canadian Gaming Corporation (the Filer), to cease being a reporting issuer under applicable securities laws. The Filer underwent an arrangement where all its common shares were acquired by Raptor Acquisition Corp. (RAC), and certain debentures were legally defeased. The Filer covenanted to provide ongoing disclosure to holders of certain debentures despite the cessation of its reporting issuer status. The order was based on the Filer's representations, including that its securities are not traded on any exchange or market, it has no intention to seek public financing, and it is not in default of securities legislation. The Filer's securities are beneficially owned by more than 50 persons, which precludes it from using the simplified procedure for ceasing to be a reporting issuer. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order was issued on the basis that it met the legislative test for granting such relief. |
| 38.610 | 2021-11-09 | Cervus Equipment Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cervus-equipment-corporation | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer under applicable securities laws. The decision was made based on the issuer meeting specific criteria: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The issuer relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions outside Alberta and Ontario. The outcome is that the issuer has been granted the relief sought and is no longer considered a reporting issuer. |
| 38.605 | 2021-11-10 | Harvest Health & Recreation Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/harvest-health-recreation-inc-0 | The Securities Commission has granted an order for Harvest Health & Recreation Inc. (the Filer) to cease being a reporting issuer under applicable securities laws. The decision was made based on the Filer's application and the following key representations: 1. The Filer is not an OTC reporting issuer. 2. The Filer's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The Filer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. The Filer has indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian provinces. The outcome is that the Filer has successfully ceased to be a reporting issuer, as per the granted order. |
| 38.606 | 2021-11-10 | Franklin Templeton Investments Corp. | Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-14 | The Securities Commission has granted an application by Franklin Templeton Investments Corp. (the Filer) on behalf of various funds (the Funds) for an extension of the lapse dates of their prospectuses. The Filer sought to extend the lapse dates to consolidate the renewal of two separate prospectuses into a single document and establish a more administratively convenient renewal timeline. The Filer manages both active and passive exchange-traded funds (ETFs) established as trusts under Ontario law. The current prospectuses for these funds were set to lapse on January 13, 2022, for one fund, and April 6, 2022, for the others. The Filer requested that both be extended to May 16, 2022, to align the renewal process and reduce costs associated with separate renewals. The Filer argued that there had been no material changes in the affairs of the Funds since the dates of the current prospectuses, ensuring that the information contained within them remained accurate. They also noted that the extension would not prejudice investors as the most recent ETF facts documents would still be provided to new investors and the current prospectuses would be available upon request. The Commission, under subsection 62(5) of the Securities Act (Ontario), granted the exemption as requested, finding that it met the necessary legislative criteria and would not be prejudicial to the public interest. The decision was based on the understanding that should any material changes occur, the Filer would amend the prospectuses as required by law. |
| 38.607 | 2021-11-10 | Franklin Templeton Investments Corp | Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-15 | The Securities Commission has granted an exemption to a mutual fund (the Fund) managed by an investment fund manager (the Filer), allowing for an extension of the Fund's prospectus lapse date by 123 days. This decision is based on the Filer's intention to synchronize the offering documents of the Fund with those of 44 other mutual funds it manages, which have a later lapse date. The extension will enable the Filer to streamline operations, reduce costs, and provide consistent information to investors. The Fund's current prospectus was set to lapse on January 25, 2022, but with the granted exemption, the new lapse date will be May 28, 2022. The Filer argued that without the exemption, renewing the Fund's prospectus twice in a short period would be unnecessarily costly and would not benefit investors. The Filer also confirmed that there have been no material changes in the Fund's affairs since the current prospectus was issued, ensuring that the information remains accurate. The decision was made under subsection 62(5) of the Securities Act (Ontario), which allows for such an exemption if it is not prejudicial to the public interest. The principal regulator, the Ontario Securities Commission, concluded that the exemption meets the necessary legislative criteria and granted the request. |
| 38.608 | 2021-11-10 | New Oroperu Resources Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/new-oroperu-resources-inc | The Securities Commission has granted an order for New Oroperu Resources Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The key points leading to this decision include: 1. The Filer is not classified as an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The Filer has indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The decision was made after the Commission was satisfied that the Filer met the necessary criteria outlined in the relevant securities legislation for ceasing to be a reporting issuer. |
| 38.603 | 2021-11-11 | Partner Jet Corp. | Form 51-102F5 Information Circular, Item 14.2. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.12(2) and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/partner-jet-corp | The Securities Commission granted an exemption to an issuer from the requirement to include prospectus-level disclosure in an information circular related to an amalgamation, as well as from the requirement that financial statements be accompanied by an auditor's report expressing an unmodified opinion. Key Facts: - The issuer is involved in an amalgamation with Volatus Aerospace Corp. - The issuer is required to provide historical financial statements for a business it is acquiring, which is difficult due to unavailable information and personnel. - Alternate financial information will be provided instead. - The auditor's report for the acquired business's financial statements will contain a qualification related to opening inventory quantities. Reasoning: - It is extremely difficult, if not impossible, to prepare the required historical financial statements for the acquired business. - The issuer will provide sufficient information for shareholders to assess the transaction. - The auditor's report will be unmodified except for the qualification related to inventory, which affects financial performance and cash flows. Outcome: - The issuer is exempt from including certain predecessor financial statements in the management information circular. - The issuer is exempt from the requirement that the auditor's report must express an unmodified opinion. Relevant Laws and Regulations: - National Instrument 51-102 Continuous Disclosure Obligations, specifically section 14.2 of Form 51-102F5 Information Circular. - National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, specifically subsections 3.3(1)(a) and 5.1. Conditions: - The information circular must be filed and mailed by a specified date. - The circular must include the alternate financial information. - The circular must comply with other legislative requirements. |
| 38.604 | 2021-11-11 | Notice of Correction – Guardian Capital LP | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/notice-correction-guardian-capital-lp | The Securities Commission issued a correction regarding a previous decision involving Guardian Capital LP, which was published on October 28, 2021. The original decision contained an error concerning the lapse date of the Other Funds Prospectus and the associated time limits due to the Lapse Date Extension. The corrected decision has been republished to rectify these inaccuracies. The outcome ensures that the regulatory documentation reflects the accurate lapse dates and time limits as per the relevant securities laws and regulations. |
| 38.602 | 2021-11-12 | Canada Jetlines Operations Ltd. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-jetlines-operations-ltd | The Securities Commission has granted an issuer, subject to foreign ownership restrictions in the aviation industry, exemptions from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 51-102 Continuous Disclosure Obligations. The issuer has a dual class share structure, with Common Shares for Canadians and Variable Voting Shares for non-Canadians, which are inter-convertible based on the shareholder's status. The exemptions allow the issuer to calculate take-over bid thresholds, early warning thresholds, and news release requirements based on the aggregate number of voting securities rather than on a per-class basis. Additionally, the issuer can disclose information on significant shareholders on a combined basis in its information circular. The exemptions are conditional upon public disclosure of the exemptions' terms, inclusion of the terms in annual information forms and management information circulars, and compliance with the modified calculation methods for ownership percentages. The exemptions are intended to accommodate the issuer's unique share structure, which was established solely to comply with the Canada Transportation Act's foreign ownership restrictions. The British Columbia Securities Commission is the principal regulator, and the decision also applies to multiple Canadian jurisdictions as specified. |
| 38.601 | 2021-11-15 | Ninepoint Partners LP et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). Form 81-101F1 Contents of Simplified Prospectus, Items 5(b), 9.1(b) and 13.2 of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4 and 5 of Part I and Item 1.3 of Part II. National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 3B.2 and 19.1. Form 41-101F2 Information Required in an Investment Fund Prospectus, Item 17.2. Form 41-101F4 Information Required in an ETF Facts Document, Items, 2, 3, 4 and 5 of Part I, and Item 1.3 of Part II. National Instrument 81-102 Investment Funds, ss. 2.3(1)(f), 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a), 15.8(3)(a.1), 15.9(2) and 19.1(1), and Items 2 and 4 of Appendix F Investment Risk Classification Methodology. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1(1). Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8, 1.9, 1.10, 1.11, 1.12, 1.13, 1.14, 1.15, 1.16, 1.17, 1.18, 1.19, 1.20, 1.21, 1.22, 1.23, 1.24, 1.25, 1.26, 1.27, 1.28, 1.29, 1.30, 1.31, 1.32, 1.33, 1.34, 1.35, 1.36, 1.37, 1.38, 1.39, 1.40, 1.41, 1.42, 1.43, 1.44, 1.45, 1.46, 1.47, 1.48, 1.49, 1.50, 1.51, 1.52, 1.53, 1.54, 1.55, 1.56, 1.57, 1.58, 1.59, 1.60, 1.61, 1.62, 1.63, 1.64, 1.65, 1.66, 1.67, 1.68, 1.69, 1.70, 1.71, 1.72, 1.73, 1.74, 1.75, 1.76, 1.77, 1.78, 1.79, 1.80, 1.81, 1.82, 1.83, 1.84, 1.85, 1.86, 1.87, 1.88, 1.89, 1.90, 1.91, 1.92, 1.93, 1.94, 1.95, 1.96, 1.97, 1.98, 1.99, 2.00, 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20, 2.21, 2.22, 2.23, 2.24, 2.25, 2.26, 2.27, 2.28, 2.29, 2.30, 2.31, 2.32, 2.33, 2.34, 2.35, 2.36, 2.37, 2.38, 2.39, 2.40, 2.41, 2.42, 2.43, 2.44, 2.45, 2.46, 2.47, 2.48, 2.49, 2.50, 2.51, 2.52, 2.53, 2.54, 2.55, 2.56, 2.57, 2.58, 2.59, 2.60, 2.61, 2.62, 2.63, 2.64, 2.65, 2.66, 2.67, 2.68, 2.69, 2.70, 2.71, 2.72, 2.73, 2.74, 2.75, 2.76, 2.77, 2.78, 2.79, 2.80, 2.81, 2.82, 2.83, 2.84, 2.85, 2.86, 2.87, 2.88, 2.89, 2.90, 2.91, 2.92, 2.93, 2.94, 2.95, 2.96, 2.97, 2.98, 2.99, 3.00, 3.01, 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 3.23, 3.24, 3.25, 3.26, 3.27, 3.28, 3.29, 3.30, 3.31, 3.32, 3.33, 3.34, 3.35, 3.36, 3.37, 3.38, 3.39, 3.40, 3.41, 3.42, 3.43, 3.44, 3.45, 3.46, 3.47, 3.48, 3.49, 3.50, 3.51, 3.52, 3.53, 3.54, 3.55, 3.56, 3.57, 3.58, 3.59, 3.60, 3.61, 3.62, 3.63, 3.64, 3.65, 3.66, 3.67, 3.68, 3.69, 3.70, 3.71, 3.72, 3.73, 3.74, 3.75, 3.76, 3.77, 3.78, 3.79, 3.80, 3.81, 3.82, 3.83, 3.84, 3.85, 3.86, 3.87, 3.88, 3.89, 3.90, 3.91, 3.92, 3.93, 3.94, 3.95, 3.96, 3.97, 3.98, 3.99, 4.00, 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26, 4.27, 4.28, 4.29, 4.30, 4.31, 4.32, 4.33, 4.34, 4.35, 4.36, 4.37, 4.38, 4.39, 4.40, 4.41, 4.42, 4.43, 4.44, 4.45, 4.46, 4.47, 4.48, 4.49, 4.50, 4.51, 4.52, 4.53, 4.54, 4.55, 4.56, 4.57, 4.58, 4.59, 4.60, 4.61, 4.62, 4.63, 4.64, 4.65, 4.66, 4.67, 4.68, 4.69, 4.70, 4.71, 4.72, 4.73, 4.74, 4.75, 4.76, 4.77, 4.78, 4.79, 4.80, 4.81, 4.82, 4.83, 4.84, 4.85, 4.86, 4.87, 4.88, 4.89, 4.90, 4.91, 4.92, 4.93, 4.94, 4.95, 4.96, 4.97, 4.98, 4.99, 5.00, 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19, 5.20, 5.21, 5.22, 5.23, 5.24, 5.25, 5.26, 5.27, 5.28, 5.29, 5.30, 5.31, 5.32, 5.33, 5.34, 5.35, 5.36, 5.37, 5.38, 5.39, 5.40, 5.41, 5.42, 5.43, 5.44, 5.45, 5.46, 5.47, 5.48, 5.49, 5.50, 5.51, 5.52, 5.53, 5.54, 5.55, 5.56, 5.57, 5.58, 5.59, 5.60, 5.61, 5.62, 5.63, 5.64, 5.65, 5.66, 5.67, 5.68, 5.69, 5.70, 5.71, 5.72, 5.73, 5.74, 5.75, 5.76, 5.77, 5.78, 5.79, 5.80, 5.81, 5.82, 5.83, 5.84, 5.85, 5.86, 5.87, 5.88, 5.89, 5.90, 5.91, 5.92, 5.93, 5.94, 5.95, 5.96, 5.97, 5.98, 5.99, 6.00, 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.26, 6.27, 6.28, 6.29, 6.30, 6.31, 6.32, 6.33, 6.34, 6.35, 6.36, 6.37, 6.38, 6.39, 6.40, 6.41, 6.42, 6.43, 6.44, 6.45, 6.46, 6.47, 6.48, 6.49, 6.50, 6.51, 6.52, 6.53, 6.54, 6.55, 6.56, 6.57, 6.58, 6.59, 6.60, 6.61, 6.62, 6.63, 6.64, 6.65, 6.66, 6.67, 6.68, 6.69, 6.70, 6.71, 6.72, 6.73, 6.74, 6.75, 6.76, 6.77, 6.78, 6.79, 6.80, 6.81, 6.82, 6.83, 6.84, 6.85, 6.86, 6.87, 6.88, 6.89, 6.90, 6.91, 6.92, 6.93, 6.94, 6.95, 6.96, 6.97, 6.98, 6.99, 7.00, 7.01, 7.02, 7.03, 7.04, 7.05, 7.06, 7.07, 7.08, 7.09, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15, 7.16, 7.17, 7.18, 7.19, 7.20, 7.21, 7.22, 7.23, 7.24, 7.25, 7.26, 7.27, 7.28, 7.29, 7.30, 7.31, 7.32, 7.33, 7.34, 7.35, 7.36, 7.37, 7.38, 7.39, 7.40, 7.41, 7.42, 7.43, 7.44, 7.45, 7.46, 7.47, 7.48, 7.49, 7.50, 7.51, 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15.01, 15.02, 15.03, 15.04, 15.05, 15.06, 15.07, 15.08, 15.09, 15.10, 15.11, 15.12, 15.13, 15.14, 15.15, 15.16, 15.17, 15.18, 15.19, 15.20, 15.21, 15.22, 15.23, 15.24, 15.25, 15.26, 15.27, 15.28, 15.29, 15.30, 15.31, 15.32, 15.33, 15.34, 15.35, 15.36, 15.37, 15.38, 15.39, 15.40, 15.41, 15.42, 15.43, 15.44, 15.45, 15.46, 15.47, 15.48, 15.49, 15.50, 15.51, 15.52, 15.53, 15.54, 15.55, 15.56, 15. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-et-al-6 | The Securities Commission granted exemptions to new continuing funds allowing them to use the past performance, financial data, start date, and fund expenses of corresponding terminating funds in various communications and documents. This decision facilitates the seamless merger of terminating funds into new continuing funds by maintaining continuity of information for investors. Key points include: - Relief from the seed capital requirements for new continuing funds, as the assets from the corresponding terminating funds exceed the minimum requirement. - Permission for continuing funds to use the past performance of terminating funds to calculate their risk level. - Authorization for continuing funds to include financial data and performance history from terminating funds in sales communications, simplified prospectus, fund facts, ETF facts, management reports of fund performance, and financial statements. - Specific relief for the Ninepoint Silver Equities Fund to invest up to 20% of net assets in silver, aligning with past exemptive relief granted to the corresponding terminating fund. The exemptions are subject to conditions ensuring that communications accurately reflect the merger and provide clear information to investors. The decision is grounded in various National Instruments and Forms, including NI 81-101, NI 41-101, NI 81-102, NI 81-106, and related forms that set out requirements for mutual fund prospectus disclosure, general prospectus requirements, investment funds, and investment fund continuous disclosure. |
| 38.596 | 2021-11-16 | Fidelity Advantage Bitcoin ETF et al. | National Instrument 81-102 Investment Funds, ss. 6.1(1), 6.2, 6.1(3)(b), 6.3 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-advantage-bitcoin-etf-et-al | The Securities Commission granted an exemption to Fidelity Clearing Canada ULC (FCC) and related investment funds from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). The relief allows FCC to act as custodian or sub-custodian for crypto assets and related cash of investment funds primarily investing in crypto assets, despite not being an affiliate of a bank or trust company as required by section 6.2 of NI 81-102. Additionally, Fidelity Digital Asset Services, LLC (FDAS), a New York-based trust company, is permitted to act as a sub-custodian for the funds' crypto assets outside Canada, even though it does not meet the equity requirement of section 6.3 of NI 81-102. The decision also allows funds to appoint more than one custodian, enabling them to engage FCC for crypto assets and another qualified custodian for other portfolio assets. The relief is subject to conditions, including FCC providing an annual list of funds relying on the decision to the principal regulator and maintaining a minimum equity of $100 million if FDAS's equity falls below CAD$100 million. FCC must also ensure FDAS has appropriate insurance, risk management policies, and a SOC 2 Type 2 report. The decision expires in two years. The exemption was granted based on the belief that FDAS's experience, regulatory oversight, and affiliation with the global Fidelity group make it a suitable sub-custodian for crypto assets, and that the arrangement minimizes risk and is operationally efficient. The decision was made under section 19.1 of NI 81-102, with the Ontario Securities Commission as the principal regulator. |
| 38.598 | 2021-11-16 | Telesat Corporation and Telesat Partnership LP | : National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and ss. 5.2, 5.4 and 6.1. National Instrument 51-102 Continuous Disclosure Obligations, ss. 10.1(1)(a), 10.1(4), 10.1(6) and 13.1. National Instrument 41-101 General Prospectus Requirements, ss. 12.2(3), 12.2(4) and 19.1. National Instrument 44-101, Short Form Prospectus Distributions, s. 8.1. Ontario Securities Commission Rule 56-501 Restricted Shares, ss. 2.3(1)(1.), 2.3(1)(3.), 2.3(2) and 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/telesat-corporation-and-telesat-partnership-lp | The Securities Commission granted exemptive relief to a corporation and its partnership from certain requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), continuous disclosure obligations, and other related regulations. The relief allows the corporation to calculate take-over bid thresholds, news release requirements, issuer bid requirements, and early warning requirements based on the aggregate number of its two classes of listed securities, rather than on a per-class basis. This decision was made to facilitate the corporation's ability to maintain its status as Canadian-controlled for regulatory, financing, and contractual purposes. The corporation's listed securities are divided into two classes based on the Canadian status of the holder, but they are economically equivalent and mandatorily inter-convertible upon a change in the holder's Canadian status. The securities trade under the same ticker symbol and CUSIP. Additionally, the corporation is permitted to provide disclosure on significant shareholders on a combined basis for its two classes of listed securities in its information circular. The corporation is also granted relief from the prescribed restricted security term and restricted share term requirements under various National Instruments and Ontario Securities Commission Rules, allowing it to refer to its Class B variable voting shares, Class B limited partnership units, and Class C limited voting shares by specified alternative terms. The relief is conditional upon the corporation disclosing the exemptive relief and the terms of the decision in its final prospectus and subsequent continuous disclosure documents, not issuing any Super Voting Shares, and not issuing any Preferred Shares that would affect the existing restrictions on the Class B Variable Voting Shares and the Class C Limited Voting Shares. The corporation must also comply with the conditions set out in the decision for each type of relief granted. |
| 38.599 | 2021-11-16 | Telesat Corporation and Telesat Partnership LP | Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1(2) and 13.3. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.4 and 8.6(2). National Instrument 52-110 Audit Committees, ss. 1.2(f) and 8.1(2). National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1(2). National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2). National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/telesat-corporation-and-telesat-partnership-lp-0 | The Securities Commission granted exemptive relief to Telesat Corporation and Telesat Partnership LP (collectively, the Filers) from certain continuous disclosure, certification, audit committee, corporate governance, and insider reporting requirements, subject to conditions. The Filers are involved in a transaction that will result in an exchangeable security issuer structure, but they cannot rely on standard exemptions due to the Exchangeable Units not being designated exchangeable securities, as they only offer substantially equivalent economic rights to Issuer Shares. Key facts include: - The Filers are part of a transaction agreement to integrate Telesat Canada and Loral Space & Communications Inc. into their structure. - The Issuer, Telesat Corporation, is a corporation incorporated under British Columbia law, and the Partnership is an Ontario limited partnership. - The Issuer will become the publicly traded general partner of the Partnership post-transaction. - The Partnership will indirectly acquire all equity interests in Telesat and Loral. - The Issuer's capital structure includes various classes of shares, with provisions to ensure Canadian control. - The Exchangeable Units of the Partnership are economically and voting-wise equivalent to the Issuer Shares but are not exchangeable until six months post-transaction. The reasoning for the decision is based on the inability of the Filers to meet the conditions for standard exemptions due to the Exchangeable Units not being designated exchangeable securities. However, the Commission recognized that the Exchangeable Units provide substantially equivalent economic rights and equivalent voting rights through Special Voting Shares. The outcome is that the Filers are granted relief from the continuous disclosure, certification, audit committee, corporate governance, and insider reporting requirements, provided they meet certain conditions, including: - The Issuer and Partnership must satisfy modified conditions of section 13.3(2) of NI 51-102. - The consolidated financial positions of the Issuer and Partnership must remain materially identical. - The Issuer must consolidate the Partnership's financial information in its filings. - The Issuer must not breach its representation to include specific disclosures in its circulars and annual information forms. - The Issuer must deliver an undertaking pursuant to subsection 6.1 of National Policy - 41-201. The relevant laws and regulations underpinning the outcome include: - Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). - National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), ss. 13.1(2) and 13.3. - National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), ss. 8.4 and 8.6(2). - National Instrument 52-110 Audit Committees (NI 52-110), ss. 1.2(f) and 8.1(2). - National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1(2). - National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2). - National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101), ss. 1.3(c) and 3.1(2). The decision was made by the Ontario Securities Commission, with Michael Balter and Vice-Chairs Tim Moseley and Wendy Berman rendering the decision. |
| 38.594 | 2021-11-17 | Dynamic Active Canadian Dividend ETF et al. | National Instrument 81-102 Investment Funds, ss. 5.5(1)(a), 5.3, 5.7 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dynamic-active-canadian-dividend-etf-et-al | The Securities Commission approved a change of manager for a group of exchange-traded mutual funds (Dynamic ETFs) from BlackRock Asset Management Canada Limited to 1832 Asset Management L.P., contingent on securityholder approval. This decision is governed by subsection 5.5(1)(a) of National Instrument 81-102 Investment Funds (NI 81-102), which requires regulatory approval for changes in fund management unless the new manager is an affiliate of the current one. The Dynamic ETFs are established under Ontario law and their units are listed on the Toronto Stock Exchange. The change is part of a proposed transaction announced on September 8, 2021, where 1832 L.P. would assume duties currently held by BlackRock Canada. The costs associated with the transaction will be covered by the filers, not the funds or their unitholders. The transaction is not expected to affect the Dynamic ETFs' business, operations, or affairs materially, nor their unitholders. The current service providers for the Dynamic ETFs will remain post-transaction, and the individual portfolio managers responsible for the funds' performance will not change. The approval is conditional on the prior approval of the Dynamic ETFs' unitholders, which will be sought at a special meeting. The Independent Review Committee of the Dynamic ETFs has reviewed the change and recommended it as fair and reasonable. The decision is made in the interest of investor protection and is not prejudicial to the public interest. |
| 38.595 | 2021-11-17 | CI Investments Inc. and The Funds | Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-funds | The Securities Commission granted an extension of the lapse dates for the prospectuses of certain mutual funds managed by CI Investments Inc. The extension allows the investment fund manager to align the renewal process across its fund platform, thereby reducing costs associated with renewal, printing, and other related expenses. The funds in question include CI Gold Bullion Fund, CI Galaxy Bitcoin ETF, CI Bitcoin Fund, several Dual Series Mutual Funds, and CI Ethereum Fund. The decision was made under the authority of section 62(5) of the Securities Act (Ontario) and was supported by the fact that there have been no material changes in the affairs of the funds since the dates of their current prospectuses. Therefore, the information contained in the prospectuses remains accurate and current. The extensions will not compromise the information's currency or accuracy and are not expected to be prejudicial to the public interest. The lapse dates for the prospectuses have been extended to April 22, 2022, for CI Gold Bullion Fund, March 31, 2022, for CI Galaxy Bitcoin ETF, June 30, 2022, for the Dual Series Mutual Funds, and July 8, 2022, for CI Bitcoin Fund and CI Ethereum Fund. This will allow the inclusion of the most recent audited financial information in the renewed prospectuses and avoid the unnecessary costs of reviewing interim unaudited financial statements that would only be relevant for a short period. The decision was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and relied upon subsection 4.7(1) of Multilateral Instrument 11-102 - Passport System in other Canadian provinces and territories. |
| 38.590 | 2021-11-18 | Horizons ETFs Management (Canada) Inc. and Horizons Morningstar Hedge Fund Index ETF | National Instrument 81-102 Investment Funds, ss. 5.5(1)(b), 5.6(1), 5.7(1)(b) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-and-horizons-morningstar-hedge-fund-index-etf | The Securities Commission approved an investment fund merger between the Terminating Fund and the Continuing Fund, managed by Horizons ETFs Management (Canada) Inc. The approval was necessary as the merger did not meet all pre-approval criteria outlined in National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the funds had dissimilar investment objectives and fee structures, and the merger would not qualify as a tax-deferred transaction under the Income Tax Act. The Terminating Fund aimed to replicate the performance of the Morningstar Broad Hedge Fund Index, hedged to the Canadian dollar, while the Continuing Fund sought long-term capital appreciation through global asset classes. The fee structures also differed, with the Terminating Fund charging a management fee of 0.95% of its NAV, and the Continuing Fund charging 0.85% plus a performance fee under certain conditions. The merger was to be conducted on a taxable basis, with the assets and liabilities of the Terminating Fund reallocated to the Continuing Fund. The process complied with all other criteria for pre-approved reorganizations and transfers under section 5.6 of NI 81-102. The decision was based on representations by the Filer, including that both funds were alternative mutual funds exposed to varied global asset classes, and that the merger would be fair and reasonable for the Terminating Fund as determined by its independent review committee (IRC). Shareholders of the Terminating Fund were provided with adequate disclosure regarding the merger, including differences in investment objectives and tax implications, and were given the opportunity to vote on the merger. The merger was contingent on obtaining prior approval from the shareholders of the Terminating Fund at a special meeting. The costs associated with the merger were to be borne by the Filer, and no sales charges would apply to shareholders in connection with the merger. The principal regulator, the Ontario Securities Commission, granted the approval, subject to the condition that shareholder approval was obtained. |
| 38.591 | 2021-11-18 | 3iQ Corp. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/3iq-corp | The Securities Commission granted an investment fund, Bitcoin Split Trust, an exemption from certain margin deposit limits under National Instrument 81-102 Investment Funds (NI 81-102). The fund, managed by 3iQ Corp., is structured as a non-redeemable investment trust and aims to provide its holders with fixed quarterly cash interest payments and the opportunity to participate in the performance of bitcoin on a leveraged basis. The exemption allows the fund to deposit up to 35% of its net asset value (NAV) as margin with any one futures commission merchant in Canada or the United States, and up to 70% of its NAV in total with all such merchants. This is in contrast to the standard limit of 10% of NAV for transactions involving specified derivatives, as stipulated by sections 6.8(1) and 6.8(2)(c) of NI 81-102. The Commission's decision was based on representations by the Filer, including the fund's structure, investment objectives, and risk management practices. The exemption was granted on the condition that the fund's margin deposits are held in segregated accounts and are not available to satisfy claims against the dealers by their creditors. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filer indicated reliance on Multilateral Instrument 11-102 - Passport System in multiple Canadian jurisdictions. The exemption is subject to the fund adhering to the specified conditions regarding margin deposits. |
| 38.593 | 2021-11-18 | Green Bay Packers, Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/green-bay-packers-inc-0 | The Securities Commission granted an exemption from the prospectus requirement to a non-profit company operating a professional sports team in the United States, allowing it to offer common stock. The company, established under Wisconsin non-profit corporation law, does not intend to become a reporting issuer in any jurisdiction nor is its stock traded on any exchange. It is not in default of any securities legislation. The company's articles state it is non-profit sharing, with profits donated to a charitable foundation or local charities. It operates a National Football League franchise, with proceeds supporting charitable activities. The offering aims to raise funds for stadium improvements, not operational expenses, and is to be conducted in multiple jurisdictions until a specified date or until fully subscribed. The offering will be made through an offering document and subscription agreement, with information available on the company's website. No dividends or profits will benefit shareholders, and shares cannot be freely transferred. The company previously conducted similar offerings in the U.S. under a no-action letter from the SEC, stating the shares were not considered securities under U.S. federal law. The exemption is subject to conditions, including the company's exclusive non-profit purpose, no net earnings benefiting security holders, use of proceeds for capital improvements, no remuneration paid for the sale of shares except for advertising and marketing services, and provision of the offering document to purchasers. The prospectus requirements will apply to the first trade of shares acquired by Canadian purchasers unless specific ownership conditions are met. The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, and relies on exemptions outlined in National Policy 11-203 and Multilateral Instrument 11-102. The outcome allows the company to proceed with its offering without a prospectus, provided it adheres to the stated conditions. |
| 38.586 | 2021-11-19 | Fidelity Investments Canada ULC and Fidelity Advantage Bitcoin ETF™ | Securities Act (Ontario), ss. 111(2)(c)(ii), 111(4) and 113. National Instrument 31-103 Registration Requirements and Exemptions, ss. 13.5(2)(a) and 15.1. National Instrument 81-102 Investment Funds, ss. 4.2(1), 9.4(2), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-fidelity-advantage-bitcoin-etftm | The Securities Commission granted exemptive relief to an exchange-traded fund (ETF) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and related securities legislation. This decision allows the ETF to accept digital assets, specifically bitcoin and ether, as subscription proceeds for units of the fund, which are not typically considered cash or securities. Additionally, the ETF is permitted to purchase and sell crypto contracts from and to Fidelity Clearing Canada ULC (FCC), an entity affiliated with the fund's manager. The relief is subject to conditions that ensure compliance with regulations aimed at preventing money laundering and terrorist financing, as well as oversight by an independent review committee (IRC). The ETF must also maintain written records of crypto contract transactions for five years. The decision is based on the reasoning that allowing digital assets as subscription proceeds and permitting transactions with FCC aligns with the ETF's investment objectives and is not prejudicial to the public interest or investor protection. The relief is contingent on the ETF's adherence to specific conditions, including the acquisition of digital assets through regulated platforms and direct delivery to the ETF's digital wallet. The relevant legislative provisions underpinning the outcome include subsections 9.4(2) and 4.2(1) of NI 81-102, subsection 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), and subsections 111(2)(c)(ii) and 111(4) of the Securities Act (Ontario). The decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. |
| 38.587 | 2021-11-19 | Fidelity Investments Canada ULC and Fidelity Advantage Bitcoin ETF™ | : Securities Act (Ontario), ss. 111(2)(c)(ii), 111(4) and 113. National Instrument 31-103 Registration Requirements and Exemptions, ss. 13.5(2)(a) and 15.1. National Instrument 81-102 Investment Funds, ss. 4.2(1), 9.4(2), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-fidelity-advantage-bitcoin-etftm | The Securities Commission granted exemptive relief to an exchange-traded fund (ETF) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and related securities legislation. This decision allows the ETF to accept digital assets, specifically bitcoin and ether, as subscription proceeds for units of the fund, known as Creation Units. Additionally, the ETF is permitted to engage in transactions involving Crypto Contracts with Fidelity Clearing Canada ULC (FCC), an entity affiliated with the ETF's manager. The key conditions of the relief include: 1. Digital assets used for subscription must be acquired from a regulated exchange or counterparty and delivered directly to the ETF's digital wallet at its custodian. 2. Any Crypto Contract transactions must align with the ETF's investment objectives and be approved by the ETF's independent review committee (IRC) in accordance with National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107). 3. The ETF must not pay or receive any consideration for the Crypto Contracts beyond the purchase or sale price of the digital asset and execution costs. 4. The ETF must maintain written records of each Crypto Contract transaction for five years. The decision was made under the authority of the Securities Act (Ontario), National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and other applicable securities legislation. The relief is subject to the ETF adhering to the specified conditions to ensure investor protection and is not considered prejudicial to the public interest. |
| 38.584 | 2021-11-22 | Golden Valley Mines and Royalties Ltd. | Securities Act , CQLR, c. V-1.1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/golden-valley-mines-and-royalties-ltd | The Securities Commission has granted an application by Golden Valley Mines and Royalties Ltd. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator for the application. The company also indicated its intention to rely on subsection 4C.5(1) of Regulation 11-102 respecting Passport System in Alberta and British Columbia. The decision was based on several key representations by the company: 1. Golden Valley Mines and Royalties Ltd. is not an OTC reporting issuer as per Regulation 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. There is no public trading of the company's securities on any marketplace or facility in Canada or elsewhere. 4. The company is not in default of any securities legislation in any jurisdiction. The order was issued after the Decision Makers were satisfied that the company met the legislative requirements for ceasing to be a reporting issuer. The outcome is that Golden Valley Mines and Royalties Ltd. is no longer subject to the reporting obligations that apply to public companies in Canada. |
| 38.585 | 2021-11-22 | Abitibi Royalties Inc. | Securities Act, CQLR, c. V-1.1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/abitibi-royalties-inc | The Securities Commission has granted an application by a filer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on several key factors: 1. The filer is not an OTC reporting issuer under specific regulations. 2. Its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. Its securities are not traded on any public marketplace in Canada or elsewhere. 4. The filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The filer is not in default of any securities legislation. The decision was made in accordance with the relevant securities legislation, including the Securities Act, CQLR, c. V-1.1, s. 69, and was supported by the fact that the filer met the criteria outlined in the legislation for ceasing to be a reporting issuer. The order was issued following the regulatory framework provided by Policy Statement 11-206, Regulation 11-102 respecting Passport System, and other applicable definitions and regulations. The principal regulator in this case was the Autorité des marchés financiers, and the order also represents the decision of the securities regulatory authority in Ontario. |
| 38.580 | 2021-11-23 | Arrow Capital Management Inc. and Arrow Global Opportunities Alternative Class | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. National Instrument 81-102 Investment Funds, ss.15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1),15.8(3)(a.1) and 19.1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss.4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1 and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/arrow-capital-management-inc-and-arrow-global-opportunities-alternative-class | The Securities Commission has granted an exemption to a mutual fund, AGOC, from certain disclosure requirements under securities legislation. This exemption allows AGOC to include past performance data in its sales communications, management reports, and fund facts documents, even though this data pertains to periods when AGOC was not a reporting issuer. The exemption is subject to conditions, including clear disclosure that AGOC was not a reporting issuer during the referenced period and that expenses may have been higher if it had been. Additionally, AGOC must provide access to its financial statements upon request and post them on its website. The decision is based on the understanding that this historical data is valuable for investors making informed decisions and that the fund will be managed similarly before and after becoming a reporting issuer. The exemption is grounded in various National Instruments, including NI 81-106, NI 81-102, and NI 81-101, which govern investment fund continuous disclosure, investment funds, and mutual fund prospectus disclosure, respectively. The conditions aim to ensure transparency and investor access to relevant financial information. |
| 38.581 | 2021-11-23 | TruX Exogenous Risk Pool and True Exposure Investments Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trux-exogenous-risk-pool-and-true-exposure-investments-inc | The Securities Commission has granted an exemption to True Exposure Investments Inc. (TruX), the investment fund manager of the TruX Exogenous Risk Pool (the Pool), from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement typically prohibits an issuer from filing a prospectus more than 90 days after the receipt date of the preliminary prospectus. The exemption, requested by TruX through an application dated November 14, 2021, allows the Pool to file its prospectus beyond the 90-day limit, with the condition that the filing occurs no later than January 27, 2022. The decision was made under the authority of section 6.1 of NI 81-101, based on the information and representations provided in the application. The outcome is that the Director of the Ontario Securities Commission intends to issue a receipt for the Pool's prospectus, evidencing the granted exemption. |
| 38.582 | 2021-11-23 | Sun Life Assurance Company of Canada Sun Life Capital Trust | : Securities Act, R.S.O. 1990, c.S-5, as am., ss.107 and 121(2)(a)(ii). National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), ss. 2.1 and 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. National Instrument 44-101 Short Form Prospectus Distributions, Part 2 and s. 8.1. Form 44-101F1 Short Form Prospectus, Item 6 and s. 11.1. National Instrument 44-102 Shelf Distributions, Part 2 and s. 11.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sun-life-assurance-company-canada-sun-life-capital-trust | The Securities Commission has granted an exemption to a credit support issuer and its associated trust from certain continuous disclosure, certification, insider reporting, prospectus qualification, and prospectus disclosure requirements under securities law, subject to conditions. This decision replaces a previous order from 2017. The credit support issuer has securities outstanding that do not meet the exemption conditions in section 13.4 of National Instrument 51-102 because they lack a full and unconditional guarantee from the credit supporter. Regulatory capital requirements prevent such a guarantee. Despite this, exemptions are granted due to alternative credit support provided by the issuer's parent company, which is also the principal regulator. The exemptions are contingent on the issuer and trust meeting specific conditions, including being regulated by the Office of the Superintendent of Financial Institutions, the parent company owning all voting securities of the issuer, and the issuer not having any securities outstanding other than those specified in the decision. The issuer and trust must also comply with public disclosure requirements, file material change reports for changes not related to the parent company, and send disclosure materials to security holders as required by law. Additionally, the trust must not carry out any operating activity other than administration and repayment of its securities. The exemptions are also subject to the issuer and trust not filing their own annual and interim filings, and insiders of the issuer are exempt from filing insider profiles and insider reports under certain conditions. The decision includes exemptions for the issuer from prospectus qualification and disclosure requirements, provided that any offerings are of preferred shares subject to a guarantee by the parent company and that the issuer complies with specific filing and disclosure conditions. The exemptions will cease if there are substantive amendments to the relevant National Instruments or Forms that materially affect the exemptions, or if there is a material adverse change in the representations of the issuer or trust. The previous order from 2017 is revoked by this decision. |
| 38.583 | 2021-11-23 | Kersia Investment | Securities Act, R.S.O. 1990, c. S.5, as am., ss.25, 53 and 74(1). National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kersia-investment | The Securities Commission granted an exemption from the prospectus and registration requirements for trades made in connection with an employee share offering by a French issuer, Kersia Investment. The exemption was necessary because the securities were not offered directly by the issuer to Canadian employees but through special purpose entities (FCPEs), which are under the supervision of the French securities regulator. Key facts include: - The offering involved trades of units in the FCPE and shares by the issuer's shareholders to the FCPE on behalf of Canadian participants. - The issuer, Kersia Investment, is not a reporting issuer in Canada and does not intend to become one. - The shares are privately owned and there is no market for them in Canada. - The number of Canadian participants and their share ownership are minimal. - Canadian participants will receive disclosure documents and are not induced to participate by employment expectations. - The FCPE is managed by Credit Mutuel Asset Management and is subject to French regulation. The outcome allows for the trades to occur without the need for a prospectus or dealer registration, subject to conditions that ensure the first trade of any units or shares acquired by Canadian participants must occur outside of Canada unless the issuer is not a reporting issuer in Canada at the time of the trade. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and relies on National Instruments 45-106 Prospectus Exemptions and 45-102 Resale of Securities. The decision was made considering the minimal impact on Canadian markets and the comprehensive regulatory framework governing the FCPE in France. |
| 38.577 | 2021-11-24 | Star Navigation Systems Group Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/star-navigation-systems-group-ltd | The Ontario Securities Commission has revoked a cease trade order (CTO) against Star Navigation Systems Group Ltd., initially issued due to the company's failure to file required continuous disclosure documents on time. The CTO was implemented on November 1, 2019, after the company did not submit its annual audited financial statements, management's discussion and analysis (MD&A), and certifications for the year ended June 30, 2019, as mandated by National Instrument 51-102 and National Instrument 52-109. Subsequently, the company also missed filing additional documents, including annual and interim financial reports and related MD&A for various periods up to March 31, 2021, and their certifications. However, Star Navigation Systems Group Ltd. has since remedied these defaults by updating all required continuous disclosure filings. The company is now compliant with its disclosure obligations, has no defaults under securities legislation in the reporting jurisdictions, except for the existence of the CTO, and has paid all necessary fees. There have been no material changes in the company's business that have not been disclosed. Based on these facts, the commission determined that revoking the CTO is appropriate under the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144, and in accordance with National Policy 11-207. The revocation allows the company to resume trading, provided it issues a news release and files a material change report about the revocation. |
| 38.578 | 2021-11-24 | SOL Global Investments Corp. | National Instrument 62-104 Take-Over Bids and Issuer Bid, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sol-global-investments-corp | The Securities Commission granted an exemption to an issuer, SOL Global Investments Corp., from the requirement to take up all securities deposited under an issuer bid and not withdrawn, as stipulated in subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), subject to certain conditions. This exemption was sought in connection with the issuer's proposed purchase of a portion of its issued and outstanding common shares through a Dutch auction process. The issuer is a reporting entity in British Columbia, Alberta, and Ontario, with common shares listed on the Canadian Securities Exchange. The issuer bid circular outlined the terms of the Dutch auction, specifying a purchase price range and a maximum dollar amount for the buyback. The exemption allows the issuer to extend the offer without taking up all tendered shares if the aggregate purchase price is less than the specified maximum, provided that the issuer complies with the terms and conditions of the offer or waives them. The exemption is contingent upon the issuer's eligibility to rely on the Liquid Market Exemption under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which is based on the existence of a liquid market for the shares, as confirmed by a Liquidity Opinion included in the circular. The decision was made under the authority of the Ontario Securities Commission, which is the principal regulator for this application, and the issuer also indicated reliance on Multilateral Instrument 11-102 Passport System in British Columbia and Alberta. The exemption was granted based on the representations of the issuer, including details of its share structure, the mechanics of the offer, and the board's determination that the offer is in the issuer's best interests. |
| 38.573 | 2021-11-26 | Credential Qtrade Securities Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/credential-qtrade-securities-inc | The Securities Commission has granted an exemption from the dealer registration and prospectus requirements to a registered dealer, allowing the distribution of over-the-counter (OTC) foreign exchange contracts to investors in Canada. This decision is based on the understanding that the prospectus regime is not tailored for OTC foreign exchange contracts and that investors will receive and acknowledge a plain language risk disclosure document. The exemption is specifically for trades to business associates who use these contracts to hedge commercial risks. The key conditions of the exemption include: 1. The dealer must be registered as an investment dealer and a member of the Investment Industry Regulatory Organization of Canada (IIROC). 2. Trades must be with persons entering into OTC foreign exchange contracts for commercial hedging purposes. 3. All transactions must comply with IIROC rules and any applicable securities laws. 4. Clients must receive a risk disclosure document before their first transaction and must acknowledge that they have read and understood it. 5. The dealer must inform the principal regulator of any material changes affecting its business or any disciplinary actions related to its OTC foreign exchange activities. The exemption is conditional upon the dealer's continued registration and IIROC membership, and it is set to expire four years from the date of the decision, or earlier if certain conditions are met, such as regulatory changes or disciplinary actions against the dealer. The decision is grounded in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74, and is consistent with the guidelines provided in various instruments and notices, including National Policy 11-203, Multilateral Instrument 11-102, and OSC Staff Notice 91-702. The existing relief previously granted to the dealer has been revoked, and the new exemption reflects an extension of the prior relief with the same terms and conditions for an additional four-year period. |
| 38.575 | 2021-11-26 | Brookfield Business Corporation and Brookfield Asset Management Inc. | National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e) and 8.1. National Instrument 44-102 Shelf Distributions, ss. 9.3(1)(b) and 11.1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-business-corporation-and-brookfield-asset-management-inc | The Ontario Securities Commission granted Brookfield Business Corporation (BBUC) and Brookfield Asset Management Inc. (collectively, the Filers) exemptions from certain prospectus and distribution requirements under securities legislation. The exemptions pertain to the distribution and exchange of class A exchangeable subordinate voting shares of BBUC and non-voting limited partnership units of Brookfield Business Partners L.P. (BBU) under a rights agreement. Key points of the decision include: 1. Exemption from the prospectus requirements for specific trades in BBU units made in connection with the distribution and exchange of BBUC's exchangeable shares, as per the rights agreement. 2. Exemption for BBUC from the requirement that an issuer's equity securities be listed on a short form eligible exchange under subsection 2.2(e) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101). 3. Exemption for BBUC from the requirement that securities distributed under an at-the-market (ATM) prospectus be equity securities, as per paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions (NI 44-102). The exemptions are conditional upon BBUC meeting other qualifications for filing a short form prospectus and the BBU units being equity securities under NI 44-102. The decision is based on the rationale that the exchangeable shares are economically and functionally equivalent to BBU units, and the exemptions are not contrary to the public interest. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant National Instruments, including NI 44-101, NI 44-102, and Multilateral Instrument 11-102 Passport System. The exemptions are subject to specific terms and conditions outlined in the decision. |
| 38.571 | 2021-11-29 | Fidelity Investments Canada ULC | National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-25 | The Securities Commission granted an exemption to Fidelity Investments Canada ULC (the Filer) from paragraph 2.5(2)(b) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows Fidelity Funds to invest in the Fidelity Inflation Focused Fund, which may hold more than 10% of its net assets in other mutual funds and commodity ETFs not managed by the Filer or its affiliates, subject to certain conditions. Key points and reasoning: 1. The Filer manages various mutual funds, exchange-traded funds, and alternative mutual funds (collectively, Fidelity Funds), including the Inflation Focused Fund. 2. The Inflation Focused Fund seeks a real return and may invest in Third-Tier Funds and Commodity ETFs, which could exceed 10% of its net assets due to market movements. 3. NI 81-102 generally prohibits a fund from investing in another fund that holds more than 10% of its assets in other investment funds (Multi-Tier Prohibition). 4. The Filer received previous relief allowing for a Three-Tier Structure, but this did not cover investments in Commodity ETFs not managed by the Filer or its affiliates. 5. The exemption sought is based on the belief that investing in Commodity ETFs is more efficient and provides greater liquidity than direct commodity investments. 6. The Filer has policies to ensure fair treatment of investors and prevent fee duplication in fund-of-fund structures. Outcome: The exemption was granted under the following conditions: - The Filer must be the investment fund manager and portfolio manager of each Fidelity Fund but not any Commodity ETF. - The investment strategies of each Fidelity Fund must disclose the potential for other mutual funds to invest more than 10% of their assets in other funds. - Investments by the Inflation Focused Fund in Third-Tier Funds and Commodity ETFs must not exceed 10% of its net assets immediately after purchase, although this may be exceeded due to market movements. - There must be no duplication of management or administrative fees within the Three-Tier Structure. - The Filer must maintain policies for investor protection, liquidity, and redemption risk management. - Each Fidelity Fund must comply with disclosure requirements as if investing directly in the Third Tier Funds. - The Inflation Focused Fund and Third Tier Funds cannot be alternative mutual funds and must not rely on discretionary relief to exceed leverage exposure limits. The decision is based on the Filer's representations and the belief that the exemption is consistent with the protection of investors and the public interest. |
| 38.569 | 2021-11-30 | Middlefield Limited | National Instrument 81-102 Investment Funds, ss.15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/middlefield-limited-0 | The Securities Commission has granted an exemption to mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f). This exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, which would otherwise not fully comply with the standard performance data matching and timing requirements set out in NI 81-102. The decision is based on the understanding that these awards and ratings provide valuable, objective insights into fund performance, despite not aligning with the specific timeframes required by NI 81-102. The exemption is conditional upon the inclusion of detailed disclosure in sales communications, including the award or rating name, the number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the awards and ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The exemption is also subject to the condition that the referenced FundGrade A+ Awards and Lipper Awards must not have been awarded more than 365 days before the date of the sales communication. The decision aims to balance the need for compliance with securities regulations with the recognition of the value that these performance measures provide to investors. |
| 38.567 | 2021-12-03 | International Development Association | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/international-development-association | The Ontario Securities Commission has granted an exemption to the International Development Association (IDA) from the prospectus requirement under section 53 of the Securities Act for debt securities issued or guaranteed by the IDA in Canadian or US currency. This decision aligns with the exemptions provided to other permitted supranational agencies listed in section 2.34 of National Instrument 45-106 Prospectus and Registration Exemptions. Key points include: - The IDA is a multilateral development bank with 173 member countries, including Canada, and is part of the World Bank Group. - The IDA's operations are funded through equity from member countries and capital market activities approved by its member countries. - The IDA has a governance system with oversight from a Board of Executive Directors, which includes representation from Canada. - The IDA's debt securities are considered high quality by the Basel Committee on Banking Supervision and have been given a triple-A rating by Moody's and Standard & Poor's. - The IDA argued that it is substantially similar to other permitted supranational agencies and should be exempt from the prospectus requirement for its debt securities in Canadian or US currency. - The IDA does not consider itself engaged in the business of trading in securities and therefore does not require relief from the dealer registration requirement. The exemption is conditional upon the debt securities being payable in Canadian or US currency. The decision was made based on the IDA's representations and the securities legislation's criteria for exemptions. |
| 38.566 | 2021-12-04 | Shaw Communications Inc. | National Instrument 51-102 Continuous Disclosure Obligations. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/shaw-communications-inc-0 | The Securities Commission granted an exemption to Shaw Communications Inc. from the requirement to provide prospectus-level disclosure, including pro forma financial statements, in an information circular related to the proposed acquisition of its shares by Rogers Communications Inc. through a plan of arrangement. The exemption was based on the fact that public shareholders would only receive cash and not shares of the acquiring entity, making the detailed financial information about Rogers irrelevant for their decision-making. The exemption was supported by National Instrument 51-102 Continuous Disclosure Obligations, and the decision was made by the Alberta Securities Commission as the principal regulator, with reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. The transaction also required approval from the shareholders, excluding certain votes as per Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Shaw Family Trust, a significant shareholder, had already made its investment decision and acknowledged that it did not require prospectus-level disclosure from Rogers. The exemption was conditional upon the information circular meeting other disclosure requirements and stating that the exemption had been granted. |
| 38.565 | 2021-12-07 | Beutel, Goodman & Company Ltd. | National Instrument 81-102 Investment Funds, s.15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/beutel-goodman-company-ltd-1 | The Securities Commission granted an exemption to mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding sales communications. Specifically, the exemption pertains to paragraphs 15.3(4)(c) and (f), which regulate the reference to performance ratings or rankings in sales communications. The exemption allows the mutual funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications. These awards and ratings are based on risk-adjusted performance relative to peers and are provided by Fundata Canada Inc. and Lipper, Inc., respectively. The exemption is subject to conditions that include specific disclosures about the awards and ratings, such as the name of the category, the number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not have been awarded more than 365 days prior to the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision is based on the belief that these awards and ratings provide valuable, objective, and transparent measures of performance that can assist investors in making informed decisions without being misleading. The exemption was granted under section 19.1 of NI 81-102 by the Ontario Securities Commission, which is the principal regulator for this application, and the Filer has indicated reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian provinces and territories. |
| 38.563 | 2021-12-09 | Evolve Funds Group Inc. | National Instrument 81-102 Investment Funds, ss. 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-4 | The Ontario Securities Commission granted Evolve Funds Group Inc. an exemption from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102), allowing the Evolve Enhanced FANGMA ETF (the Fund) to invest more than 20% of its net asset value in a single issuer. This decision was made under sections 2.1(1.1) and 19.1 of NI 81-102, which generally restricts mutual funds from concentrating investments in this manner. The Fund, an alternative mutual fund traded on an exchange, aims to replicate 1.25 times the performance of the Solactive FANGMA Equal Weight Index Canadian Dollar Hedged. It uses leverage to achieve this objective, which is created through cash borrowings or other means permitted for alternative mutual funds. The Fund's portfolio consists of shares from six major companies listed on the NASDAQ: Alphabet Inc., Amazon Inc., Apple Inc., Meta Platforms Inc., Netflix Inc., and Microsoft Corp. Due to the Fund's investment strategy and the composition of the Index it tracks, it would be impossible to meet its investment objectives without exceeding the standard concentration limits. The exemption is conditional upon the Fund's adherence to its stated investment objectives and strategies, including equal weighting of the companies post-rebalance and transparent investment practices. The Fund must also disclose the concentration risk and the granted exemption in its prospectus. The decision reflects a balance between regulatory standards and the Fund's unique investment strategy, recognizing the liquidity and market presence of the underlying companies. It allows for greater flexibility in portfolio management while ensuring that investors are fully informed of the associated risks. |
| 38.561 | 2021-12-13 | exactEarth Ltd. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/exactearth-ltd | The Securities Commission has granted an application by a company (the Filer) for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the following key points: 1. The Filer is not a reporting issuer in the U.S. over-the-counter markets. 2. The Filer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act (Ontario) and is supported by National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer, and Multilateral Instrument 11-102, which allows for a streamlined process across multiple jurisdictions. The Ontario Securities Commission, acting as the principal regulator, determined that the Filer met the necessary criteria and therefore approved the application. |
| 38.558 | 2021-12-14 | Buzz Capital 2 Inc. | National Instrument 51-102 Continuous Disclosure Obligations, s. 4.10(2)(a)(ii). Form 51-102F3 Material Change Report, Item 5.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/buzz-capital-2-inc | The Securities Commission has granted an exemption to a capital pool company (the issuer) from certain financial statement requirements in connection with its reverse take-over transaction with a target company, Heliene Inc. This transaction is intended to serve as the issuer's qualifying transaction under TSX Venture Exchange Policy 2.4. The exemption relieves the issuer from the obligation to file historical audited financial statements of certain predecessor entities that are not material to the issuer, as required by section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report. The exemption was granted on the condition that the issuer's filing statement includes the annual audited financial statements for Heliene for specified periods, despite an inventory qualification in the auditor's report for the year ended December 31, 2019. The filing statement must be filed on SEDAR immediately following acceptance by the TSX Venture Exchange. Additionally, the Commission approved the issuer's request to keep the application and decision document confidential until the earliest of three specified events, including the public announcement or filing of the Filing Statement or a 90-day period from the decision date. The decision was made under the securities legislation of Ontario and relied upon in British Columbia and Alberta, with the Ontario Securities Commission acting as the principal regulator. The decision was based on the issuer's representations, including its status as a reporting issuer, the nature of its business, and the details of the proposed transaction with Heliene. |
| 38.556 | 2021-12-15 | Horizons ETFs Management (Canada) Inc. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-9 | The Ontario Securities Commission granted Horizons ETFs Management (Canada) Inc. (the Filer) an extension on the lapse dates for the prospectuses of certain funds (the Funds) under its management. The Filer sought to align the lapse dates of five separate prospectuses with those of other funds it manages to consolidate them into three prospectuses, thereby streamlining disclosure and reducing costs. The Securities Act (Ontario) typically requires a new prospectus to be filed 30 days before the existing one lapses, with a final prospectus filed no later than 10 days after the lapse date, and a receipt for the final prospectus obtained within 20 days of the lapse date. The Filer requested an exemption from these requirements to extend the lapse dates for the prospectuses of the Psychedelic ETF, Bitcoin ETF, April 2021 ETFs, Green Bond ETF, and June 2021 ETFs to match the lapse dates of other funds it manages. The Commission determined that granting the exemption would not compromise the accuracy of the information in the prospectuses or be prejudicial to the public interest. As a result, the lapse dates were extended by 91, 71, 33, 25, and 12 days, respectively, with no conditions attached. This decision was made under subsection 62(5) of the Securities Act (Ontario) and was based on the understanding that there had been no material changes in the affairs of the Funds since the dates of their respective prospectuses, other than those for which amendments had been filed. The decision facilitates the Filer's management of the Funds and allows for more efficient use of resources. |
| 38.557 | 2021-12-15 | Prairie Storm Resources Corp. | Securities Act, R.S.A., 2000, c.S-4, s. 153. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/prairie-storm-resources-corp | The Securities Commission has granted an application by Prairie Storm Resources Corp. for an order that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.A., 2000, c.S-4, section 153, and was influenced by several key factors: 1. Prairie Storm Resources Corp. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The company is not in default of any securities legislation in any jurisdiction. The Alberta Securities Commission served as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The company's application was supported by InPlay Oil Corp., which has amalgamated with Prairie Storm Resources Corp. The order confirms that the company has met the necessary criteria to cease being a reporting issuer, as outlined in the relevant securities legislation. |
| 38.553 | 2021-12-17 | SLGI Asset Management Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/slgi-asset-management-inc-1 | The Securities Commission granted an order for terminating funds to cease being reporting issuers under applicable securities laws. The decision was based on the application by SLGI Asset Management Inc. on behalf of the funds, which are not identified as OTC reporting issuers and have securities owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. Additionally, their securities are not traded on any public marketplace. The funds are not in default of any securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the application was made in accordance with National Policy 11-206 and relied upon Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The outcome allows each fund to cease being a reporting issuer in Canada. |
| 38.554 | 2021-12-17 | Voyager Digital Ltd. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, ss. 5.2, 5.4 and 6.1. National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, ss. 4.1, 4.5 and 11.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 41-101 General Prospectus Requirements, s. 19.1. Ontario Securities Commission Rule 56-501 Restricted Shares, s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/voyager-digital-ltd | The Securities Commission granted Voyager Digital Ltd. relief from certain requirements under securities legislation related to its dual-class share structure. This structure, consisting of common shares and variable voting shares, was established to maintain the company's status as a foreign private issuer under U.S. securities laws. The relief allows the company to calculate ownership thresholds for take-over bids, early warning reporting, and news release obligations on an aggregate basis across both classes of shares, rather than separately for each class. Additionally, the company can disclose information about significant shareholders on a combined basis and refer to its variable voting shares without using the prescribed restricted security terms, provided they use the term "Variable Voting Shares." The exemptions are subject to conditions, including public disclosure of the exemptions and their terms, and compliance with modified calculation methods for determining ownership percentages. The relief is based on the fact that both classes of shares have identical economic attributes, are freely tradable under the same symbol, and are automatically convertible based on the shareholder's residency status in the U.S. The decision is grounded in various legislative instruments, including National Instrument 62-104 Take-Over Bids and Issuer Bids, National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements, and Ontario Securities Commission Rule 56-501 Restricted Shares. |
| 38.555 | 2021-12-17 | Capital Desjardins Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capital-desjardins-inc | The Securities Commission has approved an application by Capital Desjardins Inc. for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on several key findings: 1. Capital Desjardins Inc. is not an OTC reporting issuer under specific regulations pertaining to U.S. Over-the-Counter Markets. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company is not in default of any securities legislation in any jurisdiction. The order was granted in accordance with the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), and under the framework of National Policy 11-206 for the process of ceasing to be a reporting issuer. The Autorité des marchés financiers served as the principal regulator for the application, and the order also represents the decision of the securities regulatory authority in Ontario. |
| 38.552 | 2021-12-20 | HSBC Global Asset Management (Canada) Limited | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.2(1), 2.5(2)(a), (b) and (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hsbc-global-asset-management-canada-limited-5 | The Securities Commission has granted an exemption to a mutual fund manager (the Filer) from certain investment restrictions outlined in National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow the Filer's managed funds (Existing Funds and Future Funds, collectively referred to as the Funds) to invest in two types of foreign investment vehicles that would otherwise not comply with Canadian regulations: 1. UK Index Participation Units (UK IPUs): The Funds are permitted to invest in UK IPUs, which are exchange-traded funds (ETFs) listed on the United Kingdom stock exchange. These UK IPUs are similar to Canadian or US index participation units but are not traded on a Canadian or US exchange, as normally required by NI 81-102. 2. Foreign Funds: The Funds are allowed to purchase and hold shares of investment funds authorized as Undertakings for Collective Investment in Transferable Securities (UCITS) under European regulations, even though these Foreign Funds are not subject to NI 81-102 and are not reporting issuers in Canada. The exemptions are subject to several conditions, including that the investments align with the Funds' fundamental investment objectives and that the UK IPUs and Foreign Funds are subject to regulatory requirements and practices comparable to those in Canada. Additionally, the Funds must disclose in their offering documents that they have obtained the exemptions and must comply with NI 81-102 as if the UK IPUs were Canadian or US IPUs. The Funds are not allowed to invest more than 10% of their net assets in Foreign Funds. The exemptions will terminate six months after any regulatory amendments that either restrict the Funds' ability to invest in UK IPUs or permit investment in Foreign Funds under new provisions. This decision is based on the Filer's representations that the UK IPUs and Foreign Funds provide efficient and cost-effective means for achieving diversification and exposure to international markets, and that the regulatory regimes governing these investment vehicles are as rigorous as those in Canada. The exemptions were granted under the authority of the British Columbia Securities Commission, which is the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. |
| 38.547 | 2021-12-21 | Central 1 Credit Union | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/central-1-credit-union-0 | The Securities Commission has issued a decision regarding the application of Central 1 Credit Union for revocation and replacement of a previous decision due to a change in its primary non-securities regulator. The previous decision, dated March 13, 2019, exempted Central 1 Credit Union from certain registration and prospectus requirements under securities legislation for the issuance of evidences of deposit and shares to its members. This exemption was conditional on the institution being regulated by the Financial Institutions Commission of British Columbia (FICOM). Since November 1, 2019, the BC Financial Services Authority (BCFSA) has replaced FICOM as the primary regulator for non-securities related matters. Central 1 Credit Union sought to update the decision to reflect this change, extend the expiry date, and continue the exemptions under the same terms and conditions. The Commission granted the exemption based on several factors, including that Central 1 Credit Union is a central credit union governed by the Credit Union Incorporation Act (British Columbia) and the Financial Institutions Act (British Columbia), and is subject to comprehensive prudential regulation and supervision by the BCFSA. The institution is also a reporting issuer in multiple Canadian jurisdictions and provides services to members who are incorporated organizations. The decision exempts Central 1 Credit Union from the dealer registration requirement, the adviser registration requirement, and the prospectus requirement in respect of the issuance of evidences of deposit and shares to its members and auxiliary members, subject to certain conditions. These conditions include that Central 1 Credit Union continues to be governed by the relevant British Columbia legislation, remains subject to BCFSA regulation, restricts its membership to incorporated organizations, and limits its activities to those permitted by its governing legislation. The exemption is granted with a sunset clause, meaning it will terminate five years from the date of the decision. The relevant legislative provisions cited include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 25, 53, 74, and 144. |
| 38.548 | 2021-12-21 | Workplace Technology Dividend Fund | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1), 74(1) and (1.1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/workplace-technology-dividend-fund | The Ontario Securities Commission granted an exemption to a closed-end investment fund, allowing it to resell its repurchased or redeemed securities in the market without filing a prospectus, subject to certain conditions. This decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53(1), 74(1), and (1.1). Key facts include: - The fund is an unincorporated closed-end investment trust established in Ontario, not considered a mutual fund under the legislation. - It is a reporting issuer in all Canadian provinces and complies with securities legislation. - The fund's units are listed on the Toronto Stock Exchange (TSX). - The fund has programs for mandatory and discretionary repurchase of units, as well as monthly and annual redemption programs. - Repurchased or redeemed units are held for a four-month period before resale and are resold in a manner that does not significantly impact market prices. - The fund will not resell more than 5% of the outstanding units in a calendar year. The reasoning for the decision includes: - The resale of repurchased or redeemed units would typically require a prospectus, but the commission is satisfied that the exemption meets the legislative test. - Prospective purchasers have access to the fund's continuous disclosure on SEDAR. The outcome is that the fund can resell its units without a prospectus if it complies with: - Applicable securities legislation and Exchange regulations. - Certain conditions of National Instrument 45-102 Resale of Securities. - The representations made regarding the impact on market prices, the time frame for resale, and the volume of units resold. This exemption is conditional upon the fund's adherence to the specified regulations and representations. |
| 38.549 | 2021-12-21 | Trillium Therapeutic ULC | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trillium-therapeutic-ulc | The Ontario Securities Commission (OSC) has granted Trillium Therapeutics ULC's application to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The key points leading to this decision include: - Trillium Therapeutics ULC is not an OTC reporting issuer under Multilateral Instrument 51-105. - The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. - There is no public trading of the company's securities on any marketplace or facility in Canada or elsewhere. - The company is not in default of any securities legislation in any jurisdiction. The OSC, serving as the principal regulator for this application, determined that the company met the criteria to cease being a reporting issuer, as outlined in the securities legislation. The OSC utilized the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications to facilitate this process. Additionally, the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, Manitoba, and Nova Scotia. The order was granted based on these representations and the regulatory framework governing reporting issuers. |
| 38.546 | 2021-12-22 | Mackenzie Financial Corporation | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.5(2)(b), 5.5(1)(b), 5.6(1) and 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-20 | The Securities Commission has approved an investment fund reorganization involving Mackenzie Financial Corporation (the Filer) and certain mutual funds under its management (the Reorganizing Funds) and affiliated Canada Life Funds. The reorganization did not meet all pre-approval criteria, particularly regarding tax deferral and the provision of fund facts documents to unitholders prior to approval. However, the Commission granted relief to allow top funds managed by the Filer or its affiliates to invest in the reorganized funds, which may hold more than 10% of their net asset value (NAV) in securities of corresponding limited partnerships (LP Funds) and other investment funds. The decision was based on the Filer's representations, which included the Filer's registration details, compliance status, and the structure of the Reorganizing Funds, Canada Life Funds, and LP Funds. The Filer proposed reorganizations to enable unitholders to transfer to corresponding Canada Life Funds in a tax-efficient manner, avoiding significant capital gains realization. The reorganizations were structured as Qualifying Dispositions under section 107.4 of the Income Tax Act (Canada), allowing for tax-deferred transfers. The Commission's approval was contingent on unitholder approval at a special meeting and subject to conditions to prevent duplication of fees and ensure transparency in portfolio holdings. The conditions also required compliance with portfolio holdings disclosure requirements as if the investments were made directly in the LP Funds. The relevant legislative provisions cited include National Instrument 81-102 Investment Funds, sections 2.1(1), 2.5(2)(b), 5.5(1)(b), 5.6(1), and 19.1(2), as well as the Income Tax Act (Canada). The decision also referenced National Instrument 81-107 Independent Review Committee for Investment Funds and National Instrument 81-106 Investment Fund Continuous Disclosure. The approval was granted with the understanding that the reorganizations would achieve a fair and reasonable result for the funds involved. |
| 38.544 | 2021-12-23 | Citizen Stash Cannabis Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/citizen-stash-cannabis-corp | The Securities Commission granted an order for Citizen Stash Cannabis Corp. to cease being a reporting issuer under applicable securities laws. The company met the necessary conditions, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, with no securities traded on any public marketplace. The company was not in default of any securities legislation. The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario. The relief was granted in accordance with the legislative test set out in the applicable securities legislation. |
| 38.545 | 2021-12-23 | Desjardins Global Asset Management Inc. and Desjardins ALT Long/Short Equity Market Neutral ETF | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-global-asset-management-inc-and-desjardins-alt-longshort-equity-market-neutral-etf | The Securities Commission has granted an extension of the lapse date for the prospectus of the Desjardins Alt Long/Short Equity Market Neutral ETF (Desjardins ETF) and seven other exchange-traded funds (ETFs) managed by Desjardins Global Asset Management Inc. (the Filer). The extension aligns the lapse date of the Desjardins ETF's prospectus with that of the other funds, allowing for a consolidated prospectus to be issued, which is intended to reduce renewal costs and streamline disclosure. The original lapse date for the Desjardins ETF's prospectus was January 11, 2022. The extension shifts this date to March 15, 2022, to coincide with the lapse date of the other funds' prospectus. This extension is minimal and deemed not to be disadvantageous to investors. The Filer has represented that there have been no material changes in the affairs of the Desjardins ETF since the date of the Prospectus, ensuring that the information provided remains accurate. The Filer also commits to amending the prospectus and ETF facts document if any material changes occur. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related regulations, including Regulation 41-101 respecting General Prospectus Requirements, which set the framework for prospectus lapse dates and renewals. The Securities Commission has concluded that the exemption sought meets the test set out in the legislation and is not prejudicial to the public interest, thereby granting the requested extension. |
| 38.542 | 2021-12-24 | Saskatchewan Pension Plan | : The Securities Act, 1988 (Saskatchewan). General Order 45-913 Exemption for Capital Accumulation Plans (Saskatchewan). Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.28. National Instrument 45-102 Resale of Securities. Proposed amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) related to Capital Accumulation Plans as published by the Canadian Securities Administrators on October 21, 2005 (not adopted). National Instrument 81-101 Mutual Fund Prospectus Disclosure. National Instrument 81-102 Investment Funds. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/saskatchewan-pension-plan | The Securities Commission granted the Saskatchewan Pension Plan (SPP) an exemption from the registration and prospectus requirements under the Securities Act (Ontario) and The Securities Act, 1988 (Saskatchewan). The SPP, governed by The Saskatchewan Pension Plan Act and Regulations, is designed to provide low-cost pension plans to individuals without access to employer-sponsored plans. It receives and invests funds on behalf of its members into a balanced fund or a diversified income fund. The SPP is administered by a Board of Trustees and does not have a conventional sales force, nor does it solicit members or advertise outside Saskatchewan. The exemption was granted with conditions, including that the SPP does not solicit outside Saskatchewan, provides annual financial statements to the Executive Director, and ensures staff who discuss fund specifics have passed certain financial courses. Additionally, the SPP must provide members with specific disclosures, maintain certain documents on its website, and adhere to a policy for members who do not make investment decisions. The exemption is subject to terms that the SPP must provide an undertaking to the Executive Director, deliver annual reports, not solicit outside Saskatchewan, and ensure staff are adequately trained. The SPP must also include an investment instruction declaration in application forms and provide members with guides, fund facts documents, and a pooled funds table for informed decision-making. The exemption is based on the SPP's unique structure, its non-profit status, the absence of commissions, and its focus on serving Saskatchewan residents. The decision ensures that the SPP can continue to operate without the need for dealer registration or prospectus filing, provided it complies with the conditions set forth to protect the interests of its members and the public. |
| 38.541 | 2021-12-29 | Alliance Pipeline Limited Partnership | Securities Act, R.S.A., 2000, c.S-4, s. 153. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/alliance-pipeline-limited-partnership-2 | The Securities Commission has granted an order for Alliance Pipeline Limited Partnership to cease being a reporting issuer under the securities legislation. The decision was made by the Alberta Securities Commission as the principal regulator, with the order also representing the decision of the securities regulatory authority in Ontario. The application was made in accordance with National Policy 11-206 and relied on provisions from Multilateral Instrument 11-102 Passport System in various Canadian provinces. The decision was based on several key facts: 1. Alliance Pipeline Limited Partnership is not an OTC reporting issuer. 2. Its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status. 5. The company is not in default of any securities legislation. The order was issued after the Commission was satisfied that the company met the legislative requirements to cease being a reporting issuer. This decision was made under the authority of the Securities Act, R.S.A., 2000, c.S-4, section 153. |
| 38.539 | 2021-12-30 | PFB Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pfb-corporation | The Securities Commission has granted PFB Corporation's application to cease being a reporting issuer. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission acting as the principal regulator. The application was also recognized in British Columbia, Saskatchewan, Manitoba, and Quebec under Multilateral Instrument 11-102 Passport System. The decision was based on several key facts: 1. PFB Corporation is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. PFB Corporation has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The Commission determined that the application met the legislative requirements for ceasing to be a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c. S.5, particularly section 1(10)(a)(ii). Consequently, the order to cease being a reporting issuer was granted. |
| 38.540 | 2021-12-30 | Federation des caisses Desjardins du Quebec | National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e) and 8.1. National Instrument 44-102 Shelf Distributions, ss. 2.2(1) and(2), 2.2(3)(b)(iii) and 11.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/federation-des-caisses-desjardins-du-quebec-0 | The Securities Commission granted an exemption to a federation of financial services cooperatives (the Filer) from certain qualification criteria required for filing a short form prospectus and a base shelf prospectus. Typically, an issuer's equity securities must be listed on a short form eligible exchange to meet these criteria under National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. However, due to the Filer's cooperative structure, its shares cannot be publicly listed. The Filer, part of the Mouvement Desjardins, is a significant financial cooperative in Canada, recognized as a domestic systemically important financial institution (D-SIFI) by Quebec's financial institutions legislation. It is a reporting issuer in good standing across all Canadian provinces and has a substantial presence in the financial markets. The exemption was granted on the condition that the Filer complies with all other applicable requirements, the Mouvement Desjardins maintains its D-SIFI status, the securities offered have a designated rating at the time of distribution, and the prospectus discloses risk factors related to the non-viability contingent capital (NVCC) provisions and bail-in powers. This decision allows the Filer to proceed with issuing securities up to $3,000,000,000 without its equity being listed, provided the specified conditions are met. The decision reflects the regulatory flexibility to accommodate the unique structure of cooperative financial institutions while ensuring investor protection and market integrity. |
| 38.508 | 2022-01-06 | Aquila Resources Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aquila-resources-inc | The Securities Commission has granted an order for Aquila Resources Inc. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The key considerations for this decision include: - Aquila Resources Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. - The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. - No securities of the company are traded on any marketplace or facility where trading data is publicly reported in Canada or any other country. - The company is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria for ceasing to be a reporting issuer and has therefore approved the application. The decision was made in accordance with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and the Multilateral Instrument 11-102 Passport System. |
| 38.509 | 2022-01-06 | FT Portfolios Canada Co. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ft-portfolios-canada-co-3 | The Ontario Securities Commission granted an extension to the lapse dates for the prospectuses of certain mutual funds managed by FT Portfolios Canada Co. The decision allows the First Trust JFL Fixed Income Core Plus ETF and First Trust JFL Global Equity ETF to extend their prospectus lapse dates to April 14, 2022, and the First Trust Indxx Innovative Transaction & Process ETF to April 15, 2022. This relief was sought to enable the consolidation of prospectuses for cost efficiency and to streamline investor information. The funds involved are exchange-traded funds established in Ontario and are reporting issuers in multiple Canadian jurisdictions. The decision was made under subsection 62(5) of the Securities Act (Ontario), which allows for such extensions. The Filer confirmed that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, ensuring that the information provided to investors remains accurate and up to date. The relief was granted on the condition that it would not compromise the public interest or the accuracy of the information in the prospectuses. |
| 38.507 | 2022-01-07 | Wesana Health Holdings Inc. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/wesana-health-holdings-inc | The Securities Commission granted an exemption to a corporation from the requirement to include certain financial statements in its business acquisition report (BAR) related to the acquisition of two related businesses. The exemption was based on the immateriality of the least significant acquisition to the corporation's overall financial position and the fact that historical financial statements were not relied upon in the investment decision. The corporation, a reporting issuer in multiple Canadian provinces, completed the acquisition of Psychedelitech Inc. (PsyTech) and subsequently acquired Advanced Psychiatric Management LLC (APM), which was a newly created subsidiary of Advanced Psychiatric Solutions, Ltd. (APS). Due to Illinois state laws, APM acquired non-medical assets from APS and entered into a management services agreement, rather than acquiring APS directly. Under National Instrument 51-102 Continuous Disclosure Obligations, the corporation was required to file a BAR including financial statements for each business acquired. However, the corporation argued that the APM acquisition was significantly less material than the PsyTech acquisition and that historical financial statements of APS were not material to an investment decision in the corporation's shares. The commission agreed with the corporation's assessment and granted the exemption, allowing the corporation to exclude the financial statements of APS from the BAR, provided that the report included the required financial statements for PsyTech. The exemption was made under Section 13.1 of National Instrument 51-102, based on the specific facts and circumstances of the acquisition. |
| 38.506 | 2022-01-12 | Aquila Resources Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aquila-resources-inc-0 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Aquila Resources Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on the application and representations made by Aquila Resources Inc., which include: 1. The company is an offering corporation under the OBCA. 2. Its head office is located in Ontario. 3. It has no plans to seek public financing through securities offerings. 4. It was previously granted an order on January 6, 2022, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. 5. The facts presented in the earlier Reporting Issuer Order remain accurate. The OSC concluded that granting this order would not be against the public interest. The decision was made on January 12, 2022, and is in accordance with the relevant laws and regulations, specifically subsection 1(6) of the OBCA. |
| 38.501 | 2022-01-21 | Evermore Capital Inc. et al. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 59(1) and 147. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evermore-capital-inc-et-al | The Securities Commission has granted an exemption to Evermore Capital Inc. and its proposed exchange-traded mutual funds (ETFs) from certain regulatory requirements. The decision allows the ETFs to omit the underwriter's certificate in their prospectus and exempts normal course purchases of ETF securities on a Canadian marketplace from take-over bid requirements. Key points from the decision include: 1. The ETFs, managed by Evermore Capital Inc., will be structured as trusts or corporations and will be reporting issuers in the jurisdictions where their securities are distributed. 2. ETF securities will be listed on the NEO Exchange Inc. or another Canadian marketplace and will be distributed under a prospectus. 3. Authorized Dealers or Designated Brokers can subscribe for Creation Units directly from the ETFs, which are then traded on the marketplace. 4. The exemption from the underwriter's certificate requirement is based on the fact that Authorized Dealers and Designated Brokers do not provide typical underwriting services, are not involved in prospectus preparation, and do not receive fees or commissions for distributing ETF securities. 5. The exemption from take-over bid requirements is justified because the structure of the ETFs prevents any shareholder from exercising control, the fluctuating number of outstanding ETF securities makes monitoring compliance challenging, and the pricing mechanism deters control attempts. The decision is supported by the Securities Act (Ontario), National Instrument 62-104 Take-Over Bids and Issuer Bids, and other relevant securities legislation. The exemptions aim to facilitate the offering of exchange-traded mutual funds without compromising investor protection or market integrity. |
| 38.494 | 2022-01-24 | Rio2 Limited | National Instrument 41-101 General Prospectus Requirements, s. 19. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rio2-limited | The Securities Commission has granted an issuer relief from certain requirements that apply to reporting issuers not meeting the Venture Issuer Definition. The issuer, with its common shares listed on the TSX Venture Exchange (TSXV) and a foreign junior market, sought exemptions from provisions in multiple National Instruments, including those related to prospectus requirements, continuous disclosure obligations, and corporate governance practices. The issuer's listing on a foreign junior market, which has less stringent requirements than the TSXV, led to its non-compliance with the Venture Issuer Definition since September 7, 2018. However, the issuer is not in default of any securities legislation except for the non-compliance arising from this listing. The granted exemptions are conditional upon the issuer's compliance with all Canadian securities legislation applicable to venture issuers, the continued accuracy of representations about the foreign market's junior status, and the issuer's obligation to inform the principal regulator of any material changes to the foreign market's status. The issuer must maintain its TSXV listing and not list on certain other exchanges. The exemptions allow the issuer to use exemptions available to venture issuers if other conditions are met and prohibit the use of exemptions not available to venture issuers. The decision is based on the issuer's representations and the Commission's satisfaction that the exemptions meet the test set out in the relevant legislation. The decision is supported by provisions in National Instruments 41-101, 51-102, 52-107, 52-109, 52-110, and 58-101, and is made under the securities legislation of British Columbia and Ontario. |
| 38.495 | 2022-01-24 | Mackenzie Financial Corporation et al. | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 71(1) and 147. National Instrument 41-101 -- General Prospectus Requirements, s. 19.1. National Instrument 81-102 -- Investment Funds, ss. 10.4(1.2), 2.4(4), 2.4(5), 2.4(6), 2.1(1.1), 2.2(1), and 19.1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 14.2(3)(b) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-et-al-37 | The Securities Commission granted exemptive relief to a fund, allowing it to operate as an interval fund with specific conditions. The fund is exempt from certain requirements under the Securities Act and National Instruments 41-101, 81-102, and 81-106, subject to conditions outlined in the decision. Key points of the decision include: 1. The fund can deliver a Fund Facts document instead of a prospectus, provided it complies with other applicable sections of NI 81-101. 2. The fund is allowed to pay redemption proceeds later than 15 business days after a quarterly Repurchase Pricing Date if a repurchase offer is oversubscribed. 3. The fund can invest more than 20% of its net asset value (NAV) in Northleaf Private Credit Funds, exceeding the usual concentration and control restrictions. 4. The fund is permitted to calculate its NAV weekly instead of daily. Conditions for the relief include: - The fund must operate as an interval fund, offering subscriptions at NAV monthly and conducting quarterly repurchase offers with a 5% limit. - The fund must calculate month-end NAV within seven business days after each Repurchase Pricing Date and pay repurchase proceeds within nine business days. - The fund must comply with NI 81-101, except for specified modifications, and provide investors with a right of withdrawal and a right of action for failure to meet the delivery requirement. - The fund must disclose specific information in its prospectus, financial statements, and on its website, including details about its structure, risks, and relationship with Northleaf Private Credit Funds. - The fund must ensure liquidity to manage repurchase requests and cannot actively participate in the business or operations of the Northleaf Private Credit Funds. - The relief will expire upon the earlier of the establishment of a regulatory scheme for a similar interval fund structure in Canadian jurisdictions or five years from the date of the decision. The decision is based on the belief that the relief will not be prejudicial to the public interest and that it meets the test set out in the Legislation for the principal regulator to make the decision. |
| 38.496 | 2022-01-24 | AgJunction Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agjunction-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer under the securities legislation. The decision was made based on several key factors: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 securityholders worldwide. 3. The issuer's securities are not traded on any marketplace or facility where trading data is publicly reported, either in Canada or internationally. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator for this application, and the order reflects the decision of both the Alberta Securities Commission and the securities regulatory authority in Ontario. The outcome is that the issuer has successfully ceased to be a reporting issuer as per the order. |
| 38.497 | 2022-01-24 | Stelco Holdings Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/stelco-holdings-inc | The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid. This decision was made in the context of an issuer bid by way of a modified Dutch auction procedure, where the issuer may want to extend the bid if it is undersubscribed and the market price of the shares is not greater than the proposed price range under the bid. The exemption was necessary because the issuer could not determine the purchase price per share without knowing all tenders, which would not be possible if shares had to be taken up before extending the bid. The exemption was granted subject to conditions, including that the issuer must take up and pay for shares deposited and not withdrawn as described in the issuer bid circular, and that the issuer must be eligible to rely on the Liquid Market Exemption. The relevant legislative provisions underpinning the outcome are subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which normally prohibits extending an issuer bid without first taking up all deposited securities, and the Liquid Market Exemption from the formal valuation requirements under Multilateral Instrument 61-101. The decision was made by the Ontario Securities Commission, which served as the principal regulator for this application, and the exemption was intended to be relied upon in multiple Canadian jurisdictions. |
| 38.491 | 2022-01-25 | Canada Goose Holdings Inc | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-goose-holdings-inc | The Securities Commission has granted an exemption to a cross-listed issuer from certain issuer bid requirements under Canadian securities legislation. This decision allows the issuer to purchase its own shares on U.S. markets as part of its normal course issuer bids (NCIBs), which are also conducted through the Toronto Stock Exchange (TSX). Key points of the decision include: 1. The issuer's trading volume on U.S. markets is significantly higher than on the TSX. 2. The exemption is conditional on compliance with applicable U.S. securities laws and the rules of the U.S. markets where purchases occur. 3. Purchases must adhere to Part 6 (Order Protection) of NI 23-101 Trading Rules and the pricing requirement in NI 62-104. 4. The issuer cannot purchase more than 5% of its outstanding shares in a 12-month period in reliance on this exemption and section 4.8(3) of NI 62-104. 5. The total number of shares purchased cannot exceed 10% of the public float over a 12-month period as specified in the TSX notice relating to the bid. 6. The exemption applies only to acquisitions made pursuant to the issuer's current bid or one commenced within 36 months of the decision date. The relevant legislative provisions include National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, and section 6.1. The decision was made in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission is the principal regulator for this application. |
| 38.493 | 2022-01-25 | Mulvihill Capital Management Inc. et al. | Securities Act (Ontario) -- R.S.O. 1990, c. S.5, as am., ss. 59(1) and 147. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mulvihill-capital-management-inc-et-al | The Securities Commission granted an exemption to Mulvihill Capital Management Inc. and the associated Proposed ETFs, as well as any future ETFs managed by the Filer or its affiliates, from two specific requirements: 1. Underwriter's Certificate Requirement: The Filer and each ETF are exempt from the obligation to include an underwriter's certificate in an ETF's prospectus. This exemption is based on the reasoning that Authorized Dealers and Designated Brokers do not provide the same services as traditional underwriters in the distribution of Creation Units. They do not participate in the preparation of the prospectus, nor do they receive fees or commissions for distributing ETF Securities. Instead, they profit from arbitrage opportunities and market-making activities. 2. Take-Over Bid Requirements: Any person or company purchasing ETF Securities in the normal course through the facilities of the Toronto Stock Exchange (TSX), the Neo Exchange Inc. (Neo), or another Canadian marketplace is exempt from the take-over bid requirements. The rationale for this exemption is that it would be challenging for Securityholders to exert control over an ETF, monitoring compliance with take-over bid requirements is impractical due to the fluctuating number of outstanding ETF Securities, and the pricing mechanism of ETF Securities discourages attempts to gain control or offer a control premium. The exemptions are supported by the Securities Act (Ontario) and National Instrument 62-104 Take-Over Bids and Issuer Bids, with the decision considering the unique structure and operation of ETFs, which differ from traditional mutual funds. The decision aims to facilitate the efficient functioning and liquidity of ETF Securities while acknowledging that the risks associated with underwriting and take-over bids are mitigated by the nature of ETFs. |
| 38.490 | 2022-01-27 | Sol Cuisine Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sol-cuisine-ltd | The Securities Commission has granted an order for Sol Cuisine Ltd. to cease being a reporting issuer, meaning the company is no longer subject to the reporting requirements of securities legislation. This decision is based on several key findings: 1. Sol Cuisine Ltd. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported. 4. Sol Cuisine Ltd. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in default of any securities legislation in any jurisdiction. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria to cease being a reporting issuer under the applicable securities legislation. |
| 38.486 | 2022-01-28 | Waverley Resources Ltd. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/waverley-resources-ltd | The Ontario Securities Commission (OSC) has granted consent to Waverley Resources Ltd. for its application to continue as a corporation under the jurisdiction of the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision is based on section 181 of the OBCA and subsection 4(b) of Ontario Regulation 289/00. The key considerations for the approval include: - Waverley Resources Ltd. is an offering corporation under the OBCA with no common shares listed or posted for trading on any securities exchange. - The company has a total of 35,081,510 issued and outstanding common shares as of November 25, 2021. - The move to BCBCA is expected to provide more flexibility for the company's financing opportunities and other corporate transactions, aligning with the location of two of its four directors in British Columbia. - The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. - Waverley Resources Ltd. is a reporting issuer in good standing under the securities legislation of Ontario, British Columbia, and Alberta and will remain so after the continuance. - The company's registered and head office will relocate to British Columbia post-continuance, and the principal regulator will change from the OSC to the British Columbia Securities Commission. - The shareholders were fully informed about the proposed continuance and its implications, and they authorized the move by a special resolution with 100% approval at the Shareholders' Meeting on December 21, 2020. No shareholder exercised dissent rights. - The OSC is satisfied that the continuance will not be prejudicial to the public interest. Consequently, the OSC consented to the continuance of Waverley Resources Ltd. under the BCBCA, as it aligns with the regulatory framework and is not detrimental to the public interest. The decision was made on January 28, 2022. |
| 38.488 | 2022-01-28 | Franklin Templeton Investments Corp. | National Instrument 81-102 Investment Funds, ss. 2.8 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-16 | The Securities Commission granted Franklin Templeton Investments Corp. an exemption from the cash cover requirements under section 2.8 of National Instrument 81-102 Investment Funds (NI 81-102). This decision allows mutual funds managed by Franklin Templeton, including future funds, to use non-rated short-term debt issued or guaranteed by the U.S. government or other sovereign states as cash cover for derivative transactions. The exemption is conditional on the sovereign state having a credit rating of A or higher by Fitch, A2 or higher by Moody's, and A or higher by S&P. The rationale for the decision is that the current definition of 'cash cover' in NI 81-102 treats short-term debt obligations issued or guaranteed by sovereign states differently from those issued by financial institutions. The Commission recognized that this discrepancy limits the range of instruments available as cash cover, potentially leading to higher cash holdings and negatively impacting fund returns. The exemption is subject to conditions ensuring the creditworthiness and liquidity of the non-rated sovereign debt used as cash cover. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The relief is also intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. The decision is based on representations by Franklin Templeton that include the creditworthiness of sovereign states and the practical challenges of obtaining ratings for all short-term debt obligations. The exemption is subject to the condition that the funds cease using the unrated short-term debt as cash cover if the sovereign state's credit rating or the rating of its short-term debt falls below the specified thresholds. |
| 38.482 | 2022-01-31 | CatchMark Timber Trust, Inc. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/catchmark-timber-trust-inc-0 | The Securities Commission granted an order for a reporting issuer, which operates timberlands in the United States and has no operations in Canada, to cease being a reporting issuer in various Canadian jurisdictions. The decision was based on the issuer's investigation confirming that Canadian residents own less than 2% of each class or series of its securities worldwide and comprise less than 2% of the total number of securityholders worldwide. The issuer is subject to U.S. securities laws and has committed to providing Canadian securityholders with the same disclosures as U.S. residents. The order was made under the Securities Act (Ontario) and was supported by the issuer's compliance with U.S. securities regulations and its lack of active engagement with the Canadian securities market. The issuer had also given advance notice of the application through a press release. The outcome allows the issuer to cease reporting in Canada while remaining subject to U.S. securities law requirements. |
| 38.483 | 2022-01-31 | Apollo Healthcare Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/apollo-healthcare-corp | The Securities Commission has granted an order for Apollo Healthcare Corp. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated it would rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in all provinces and territories outside Ontario. The decision was based on several key representations by Apollo Healthcare Corp.: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities, including debt, are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility where trading data is reported. 4. The company is not in default of any securities legislation in any jurisdiction. Given these conditions, the principal regulator concluded that the legal test for ceasing to be a reporting issuer was met and approved the application. |
| 38.484 | 2022-01-31 | 1832 Asset Management L.P. et al. | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-et-al-9 | The Securities Commission has granted an exemption to certain investment funds managed by various filers, allowing them to invest in unregistered fixed income securities known as 144A Securities without these investments being considered illiquid assets under National Instrument 81-102 Investment Funds (NI 81-102). This exemption is contingent on the funds being qualified institutional buyers at the time of purchase and the securities being traded on a mature and liquid market. The decision is based on the reasoning that 144A Securities, which can be freely traded among qualified institutional buyers without a holding period, provide an attractive investment opportunity and are not inherently illiquid. The exemption aims to enable funds to access a broader range of fixed income investments without breaching the illiquid asset restrictions of NI 81-102, which could otherwise limit their ability to invest in these securities. The key conditions of the exemption are that the funds must be qualified institutional buyers at the time of purchase, the securities must not be illiquid under part (a) of the definition in NI 81-102, and the market for the securities must be mature and liquid. Additionally, the funds must disclose in their prospectus that they have obtained this exemption. The relevant legislative provisions underpinning the outcome include sections 1.1, 2.4, and 19.1 of NI 81-102, as well as Rule 144A of the United States Securities Act of 1933, which provides the exemption from registration requirements for resales of certain unregistered securities to qualified institutional buyers. |
| 38.480 | 2022-02-01 | MindBeacon Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mindbeacon-holdings-inc | The Securities Commission has granted an order for MindBeacon Holdings Inc. to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. The decision is based on several key factors: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility where trading data is reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The order is supported by the relevant legislative provisions, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria for the requested order under the applicable securities legislation. |
| 38.481 | 2022-02-01 | Capital International Asset Management (Canada) Inc | National Instrument 81-102 Investment Funds, s. 15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capital-international-asset-management-canada-inc-2 | The Securities Commission granted an exemption to Capital International Asset Management (Canada) Inc. and future mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption pertains to paragraphs 15.3(4)(c) and (f), which regulate the use of performance ratings and rankings in sales communications. The exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, subject to conditions. These conditions include providing specific disclosures such as the award or rating name, the number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not be older than 365 days at the time of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made under the authority of section 19.1 of NI 81-102, which allows for exemptions from the instrument's requirements. The Ontario Securities Commission is the principal regulator for this application, and the Filer has indicated reliance on the Multilateral Instrument 11-102 Passport System in other Canadian provinces and territories. The decision was based on the representations of the Filer, including their compliance with securities legislation and the nature of the FundsGrade and Lipper rating systems. The exemption is intended to provide investors with valuable performance information while ensuring transparency and adherence to regulatory standards. |
| 38.479 | 2022-02-02 | CNOOC Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cnooc-limited-0 | The Securities Commission has granted an order for CNOOC Limited to cease being a reporting issuer in Canada. This decision is based on the application submitted by CNOOC Limited, which is governed by Hong Kong laws and was a reporting issuer in Alberta and Ontario. The company's American Depository Receipts (ADRs) were previously listed on both the New York Stock Exchange and the Toronto Stock Exchange but were delisted from these exchanges in October and December 2021, respectively. The Commission's decision follows an assessment of the company's securityholder base, which revealed that Canadian residents held less than 2% of the company's outstanding securities and comprised less than 2% of the total number of securityholders worldwide. CNOOC Limited has not engaged in activities that would indicate a market for its securities in Canada over the past 12 months, aside from the TSX listing prior to delisting. CNOOC Limited has committed to providing Canadian securityholders with all necessary disclosures required under Hong Kong law and the rules of the Hong Kong Stock Exchange, which is recognized as a designated foreign jurisdiction. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is in line with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Alberta Securities Commission served as the principal regulator for the application, and the order reflects the decision of both the Alberta and Ontario securities regulatory authorities. |
| 38.473 | 2022-02-04 | Mackenzie Financial Corporation et al. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(c)(ii), 111(4), 113, and 117. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-et-al-38 | The Securities Commission has granted exemptive relief to investment fund managers (the Filers) from certain provisions of the Securities Act (Ontario) that restrict investments in issuers where a substantial securityholder has a significant interest. This decision allows investment funds managed by the Filers to invest up to 10% of their net assets in a closed-end pooled fund (SCP II) managed by Sagard, a subsidiary of Power Corporation of Canada, which is a substantial securityholder of the Filers. The relief is contingent on the investments being consistent with the funds' objectives, approval by each fund's independent review committee (IRC), and compliance with relevant investment restrictions on illiquid assets as per National Instrument 81-102 (NI 81-102). Additionally, the Filers are exempt from management company reporting requirements, provided they disclose the particulars of any investments made under the relief in their annual filings. The decision is underpinned by the Securities Act (Ontario), specifically sections 111(2)(c)(ii), 111(4), 113, and 117, and is subject to conditions that ensure the investments are in the best interests of the funds and their investors. The Filers must also adhere to the requirements of National Instrument 81-107 (NI 81-107) regarding IRC approval and oversight. The outcome enables the Filers to offer their investors the potential benefits of private credit investments, which may improve fund performance and reduce risk and volatility. The decision was made considering the cost and time savings for the Filers and the alignment with the funds' investment objectives. |
| 38.474 | 2022-02-04 | Compagnie De Saint-Gobain | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am. National Instrument 31-10 3 Registration Requirements, Exemptions and Ongoing Registrant Obligations. National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/compagnie-de-saint-gobain-8 | The Securities Commission granted exemptive relief from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Compagnie de Saint-Gobain. The relief was necessary because the offering was made through special purpose entities (FCPEs) rather than directly by the issuer, which meant the standard employee exemption could not be applied. The decision was based on several factors: Canadian employees would receive disclosure documents; the special purpose entities were regulated by the French securities regulator; participation in the offering was not tied to employment expectations; there was no Canadian market for the securities; and Canadian participation was minimal. The relief was subject to conditions, including that the issuer remained a foreign entity and that the first trade of securities in Canada would still be subject to prospectus requirements unless it occurred outside of Canada or to a person outside of Canada. The relief was granted under the Securities Act (Ontario), National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. The decision was made with the understanding that the facts presented by the Filer were accurate and that similar conditions would apply to subsequent offerings within five years of the decision date. |
| 38.475 | 2022-02-04 | Veritas Asset Management Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/veritas-asset-management-inc | The Securities Commission has granted Veritas Asset Management Inc. and its associated alternative mutual funds (the Existing Alternative Fund and Future Alternative Funds) an exemption from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement normally prohibits the consolidation of a simplified prospectus (SP) for an alternative mutual fund with the SP of a conventional mutual fund that is not an alternative mutual fund. The exemption allows the SPs for the Alternative Funds to be combined with the SPs of conventional mutual funds (Veritas Funds) managed by the Filer, with the aim of reducing costs associated with renewal, printing, and related expenses. The consolidation is also intended to facilitate investor comparison and streamline disclosure across the Filer's fund platform. The decision was based on representations by the Filer that included their compliance with securities legislation, the operational and administrative similarities between the Alternative Funds and Veritas Funds, and the continued provision of fund facts documents to investors as required by law. The Filer also argued that mutual funds should not be treated differently from exchange-traded funds (ETFs), which are allowed to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101 General Prospectus Requirements (NI 41-101). The principal regulator, the Ontario Securities Commission, concluded that the exemption meets the test set out in the legislation and granted the Exemption Sought. |
| 38.476 | 2022-02-04 | I.G. Investment Management Inc. et al. | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(c)(ii), 111(4), 113, 117(1)1, 117(1)4, 117(2), 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-inc-et-al-0 | The Securities Commission has granted an exemption to I.G. Investment Management Inc., Mackenzie Financial Corporation, and Counsel Portfolio Services Inc. (collectively referred to as the Filers), along with their managed investment funds, from certain provisions of the Ontario Securities Act. This exemption allows these investment funds to invest in issuers where a substantial securityholder of the fund manager has a significant interest, and it exempts the managers from certain reporting requirements related to transactions with related parties. The exemption replaces a previous decision that only applied to mutual funds and now includes non-redeemable investment funds subject to National Instrument 81-102 (NI 81-102). The relief is conditional upon approval from an independent review committee and annual reporting of investment particulars made under the relief. The key regulations involved are the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, and National Instrument 81-102 Investment Funds. The decision is based on the premise that the investments are consistent with the funds' objectives and strategies, and that the transactions are approved by the funds' independent review committees. The exemption is also contingent upon compliance with sections 5.1 and 5.4 of National Instrument 81-107 regarding the independent review committee's instructions and reporting. The outcome is that the Filers and the investment funds they manage can invest in closed-end pooled funds managed by Northleaf Capital Group Ltd., in which a substantial securityholder, Power Corporation of Canada, has a significant interest, without breaching the related issuer investment restrictions or adhering to the management company reporting requirements, subject to the conditions outlined. |
| 38.477 | 2022-02-04 | Leith Wheeler Investment Counsel Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1)(a), 53, 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/leith-wheeler-investment-counsel-ltd-1 | The Securities Commission has granted Leith Wheeler Investment Counsel Ltd. (the Filer) an exemption from dealer registration and prospectus requirements under certain conditions. This decision allows the Filer, Plan Sponsors, and mutual funds managed by the Filer to trade securities of these funds with tax-assisted and non-tax-assisted capital accumulation plans (CAPs) without the usual dealer registration and prospectus obligations. Key conditions for the exemption include that Plan Sponsors must select the funds for investment options, establish policies for members who do not make investment decisions, and provide members with detailed information about the funds, fees, and performance. The Plan Sponsors must also offer investment decision-making tools and, if applicable, information on how to access investment advice from a registrant. For non-tax-assisted CAPs, contributions are limited to the positive difference between the maximum amount that could have been contributed under the CAP if not restricted by the Income Tax Act (Canada) and the actual maximum dollar limit provided in the Act, with further limitations specified. The Funds must comply with Part 2 of National Instrument 81-102 Investment Funds (NI 81-102), and for publicly available funds, the current prospectus or Fund Facts must be available to members upon demand. The exemption is subject to termination upon the introduction of new securities rules regarding registration or prospectus exemptions for trades in mutual fund securities to CAPs or following a notice period if such rules are not proposed. The decision is based on the Securities Act (Ontario) and is informed by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, Multilateral Instrument 11-102 Passport System, and other relevant securities legislation and guidelines. |
| 38.478 | 2022-02-04 | Corvus Gold ULC (formerly Corvus Gold Inc.) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/corvus-gold-ulc-formerly-corvus-gold-inc | The Securities Commission has granted an order for Corvus Gold ULC to cease being a reporting issuer in accordance with the securities legislation. The decision was based on the following key points: 1. Corvus Gold ULC is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 securityholders in each jurisdiction in Canada and under 51 worldwide. 3. No securities of the company are traded on any public marketplace or facility in Canada or elsewhere. 4. Corvus Gold ULC has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was made in accordance with the securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The order satisfies the legislative requirements for a company to cease being a reporting issuer. |
| 38.471 | 2022-02-07 | Sol Cuisine Ltd. | Business Corporations Act (Ontario), R.S.O., c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sol-cuisine-ltd-0 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Sol Cuisine Ltd. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it does not intend to seek public financing through securities offerings, and it has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission has determined that granting this order would not be against the public interest. The order was made on February 7, 2022, in accordance with the relevant provisions of the OBCA. |
| 38.472 | 2022-02-07 | Apollo Healthcare Corp. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/apollo-healthcare-corp-0 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) stating that Apollo Healthcare Corp. (the Applicant) is deemed to have ceased offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation with its head office in Ontario, has no plans for public securities financing, and has previously been recognized as not being a reporting issuer in any Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The decision was made on February 4, 2022, and is grounded in the provisions of the OBCA and related securities regulations. |
| 38.467 | 2022-02-11 | Bank of Montreal et al. | Rule Cited: 1. Ontario Securities Commission Rule 48-501 -- Trading During Distributions, Formal Bids and Share Exchange Transactions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bank-montreal-et-al-0 | The Securities Commission has granted an exemption to a group of applicants, including Bank of Montreal and its various subsidiaries, from certain trading restrictions during the distribution of the Bank's common shares. These restrictions are outlined in section 2.2(a) of OSC Rule 48-501, which generally prohibits issuer-restricted persons from bidding for or purchasing securities during specific periods related to distributions. The applicants sought relief from these restrictions to allow for the continuation of regular investment and trading activities on behalf of their clients and managed accounts, including activities related to employee share ownership plans, dividend reinvestment plans, and normal course issuer bids, among others. The Commission considered the application and representations made by the applicants, which included details about their regulatory status, business activities, and the nature of the transactions that would be affected by the trading restrictions. The applicants argued that the restrictions would prevent them from fulfilling fiduciary duties and conducting ordinary business activities, despite the shares in question being highly liquid securities. The Director of Market Regulation, upon being satisfied that granting the exemptions would not be prejudicial to the public interest, decided to exempt the applicants from the trading restrictions during the issuer-restricted period for Canadian Offerings, provided that the shares continue to meet the liquidity requirements of the Rule. The exemption allows the applicants to engage in specific activities, including purchasing shares for managed accounts, facilitating employee plan transactions, providing custody services, and conducting normal course issuer bids, among others. The decision also grants an exemption to restricted dealers associated with the applicants, allowing them to operate within the confines of the Universal Market Integrity Rules (UMIR) Trading Restrictions, provided the shares remain highly liquid. The decision underscores the balance between maintaining market integrity and allowing for the practical execution of business activities by financial institutions and their subsidiaries. |
| 38.464 | 2022-02-15 | Canada Life Investment Management Ltd. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd-et-al-1 | The Securities Commission granted an exemption under subsection 62(5) of the Securities Act, allowing for an extension of the prospectus lapse date for certain funds managed by Canada Life Investment Management Ltd. The extension is for 155 days, aligning the funds' prospectus renewal with that of other funds under the same management, with the new lapse date being August 19, 2022. This decision was made to facilitate cost reduction in renewal and printing, streamline disclosure, and simplify investor comparison of the funds. The extension will not compromise the accuracy of the current prospectus as no material changes have occurred since its last filing. Should any material changes arise, amendments will be made as required by law. The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and was influenced by the practicality and financial considerations of combining the prospectus documents of the funds in question. The Commission determined that this relief would not be prejudicial to the public interest. |
| 38.459 | 2022-02-16 | Ninepoint Partners LP | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-6 | The Securities Commission has granted an exemption to investment funds managed by Ninepoint Partners LP, allowing them to invest in unregistered fixed income securities known as 144A Securities without considering them as illiquid assets under National Instrument 81-102 Investment Funds (NI 81-102). This exemption applies to funds that are qualified institutional buyers (QIBs) under Rule 144A of the US Securities Act of 1933. The decision was made because the Commission recognized that 144A Securities, despite being unregistered, are actively traded among QIBs without holding periods, making them liquid and attractive investment opportunities. The exemption is contingent on the funds maintaining their QIB status at the time of purchase and the securities being traded on a mature and liquid market. Additionally, the funds must disclose in their prospectus that they have obtained this exemption. The key regulations involved are: 1. National Instrument 81-102 Investment Funds (NI 81-102), particularly sections 1.1 and 2.4, which define illiquid assets and set restrictions on their holdings by investment funds. 2. Rule 144A of the US Securities Act of 1933, which exempts resales of unregistered securities to QIBs from registration requirements. 3. The Securities Act of 1933, which governs the securities and investment industry in the United States. The outcome allows the funds to invest in 144A Securities without breaching the illiquid asset restrictions, potentially benefiting the funds and their investors by providing access to a broader range of investment opportunities. |
| 38.460 | 2022-02-16 | Fidelity Investments Canada ULC | Statutes Cited: 1. National Instrument 81-102 Investment Funds, ss. 2.8(1)(d) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-26 | The Securities Commission has granted an exemption to mutual funds and exchange-traded funds managed by the Filer or its affiliates, allowing them to use receivables from declared dividends as cover for long positions in standardized futures. This exemption deviates from section 2.8(1)(d) of National Instrument 81-102 Investment Funds (NI 81-102), which typically requires funds to hold cash cover for such positions. The decision is intended to enable funds to equitize dividend receivables, allowing them to track their applicable index more accurately or to invest the amount of the receivable as applicable. The exemption is contingent on the funds holding, on each trading day, a combination of the receivable amount, cash cover, and margin or collateral that equals or exceeds the daily mark-to-market underlying market exposure of the standardized future. This decision is based on the rationale that including receivables as cover aligns with global market practices and reduces tracking error or underinvestment, potentially improving fund performance and investor returns. The decision was made under the authority of section 19.1 of NI 81-102 and is applicable in multiple jurisdictions across Canada, as outlined in the Multilateral Instrument 11-102 Passport System. The Filer has met all necessary conditions and is not in default of any securities legislation in the jurisdictions concerned. |
| 38.461 | 2022-02-16 | Manulife Investment Management Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manulife-investment-management-limited-2 | The Ontario Securities Commission granted an exemption to extend the prospectus lapse date for certain funds managed by Manulife Investment Management Limited by 143 days. This decision was made under subsection 62(5) of the Securities Act (Ontario). The extension aligns the funds' prospectus renewal with that of other funds with a later lapse date, allowing for a combined prospectus to reduce costs and simplify investor comparisons. No material changes have occurred in the funds since the last prospectus, ensuring current information remains accurate. The exemption is not expected to be prejudicial to the public interest. Relevant regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.462 | 2022-02-16 | Aardvark Ventures Inc. | Securities Act , R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aardvark-ventures-inc | The Ontario Securities Commission (OSC) has decided to fully revoke a cease trade order against Aardvark Ventures Inc., previously known as Roca Mines Inc. The original cease trade order was issued due to the company's failure to file required continuous disclosure materials, including audited financial statements, management's discussion and analysis (MD&A), and certification of filings as mandated by National Instrument 52-109. Aardvark Ventures Inc. has since remedied these defaults by updating its continuous disclosure filings and has applied for the revocation of the cease trade order under section 144 of the Ontario Securities Act, R.S.O. 1990, c. S.5. The company has also provided assurances that it will not undertake certain transactions involving material underlying businesses not located in Canada unless it complies with the filing of a preliminary and final prospectus in accordance with applicable securities legislation. The OSC, upon reviewing the application and considering the public interest, is satisfied that revoking the cease trade order would not be prejudicial to the public interest. Consequently, the OSC has ordered the revocation of the cease trade order against Aardvark Ventures Inc. as of February 16, 2022. |
| 38.463 | 2022-02-16 | Easy Technologies Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/easy-technologies-inc | The Securities Commission issued a partial revocation of a cease trade order (CTO) against Easy Technologies Inc., which had been cease traded due to its failure to file audited annual financial statements. The company sought this partial revocation to conduct a private placement to raise funds, aiming to use the proceeds to update its continuous disclosure documents and pay related fees. The CTO was initially issued because the company did not file certain financial reports and statements on time, attributed to financial difficulties. The company, which has no significant assets and is not currently operating any business, proposed a private placement of up to $165,000 through the issuance of common shares to accredited investors in British Columbia, Ontario, and Alberta. The Securities Commission granted the partial revocation under specific conditions, including that potential investors must be informed about the CTO and acknowledge that all securities, including those issued in the private placement, will remain under the CTO until it is fully revoked. The company must provide written acknowledgments from investors to the Commission upon request. The partial revocation is based on the Securities Act (Ontario), specifically sections 127 and 144, and National Policy 11-207. The order will expire upon the completion of the private placement or after 90 days from the date of the order, whichever comes first. The company plans to apply for a full revocation of the CTO after addressing its continuous disclosure obligations and paying outstanding fees. |
| 38.458 | 2022-02-17 | R.E.G.A.R. Gestion Privee Inc. | National Instrument 81-102 Investment Funds, ss.15.3(4)(c), (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/regar-gestion-privee-inc | The Securities Commission granted an exemption to a mutual fund manager (the Filer) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding the use of performance ratings and awards in sales communications. The exemption allows the Filer's existing and future mutual funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications. Under NI 81-102, sales communications must not refer to a mutual fund's performance rating or ranking unless it matches the standard performance data periods required (except since inception) and is current to a specified calendar month end. The Filer sought relief from these requirements because the FundGrade and Lipper ratings and awards do not align with these timeframes. The Commission determined that the exemption was not detrimental to investor protection and granted it subject to conditions. These conditions include that the sales communications must comply with other parts of NI 81-102 and contain specific disclosures, such as the name of the award or rating, the number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the FundGrade A+ Award and Lipper Awards referenced must not have been awarded more than 365 days before the date of the sales communication, and the ratings and awards must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made by the Autorité des marchés financiers as the principal regulator, with the Ontario Securities Commission evidencing the decision. The exemption is documented under application file #2022/0061 and SEDAR #3332364. |
| 38.454 | 2022-02-18 | Kirkland Lake Gold Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kirkland-lake-gold-ltd | The Securities Commission has granted an order for Kirkland Lake Gold Ltd. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and was informed by National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer. The key considerations for the decision included the following: 1. Kirkland Lake Gold Ltd. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is publicly reported in Canada or any other country. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the company met the legislative requirements to cease being a reporting issuer and therefore approved the application. |
| 38.457 | 2022-02-18 | BHP Group Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bhp-group-limited | The Securities Commission granted an exemption from the prospectus requirement to an Australian company, BHP Group Limited, for the distribution of shares in another Australian entity, Woodside Petroleum Ltd., to its Canadian shareholders as a dividend in specie. This decision was made because the distribution did not meet existing legislative exemptions, as Woodside is not a reporting issuer in Canada. The exemption was based on the fact that the company has a minimal presence in Canada, with Canadian shareholders holding a de minimis proportion of shares, and that no investment decision is required from these shareholders to receive the distribution. The key regulations involved are section 53 of the Securities Act (Ontario), which generally requires a prospectus for distributions of securities, and section 74(1), which allows for exemptions. The decision also references National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities, which provide conditions for exempt distributions and resales. The outcome allows the Australian company to proceed with the share distribution in Canada without a prospectus, under the condition that any first trade of the distributed shares in Canada will be considered a distribution and subject to certain resale provisions. The decision was made on February 18, 2022, by the Ontario Securities Commission, which acted as the principal regulator. |
| 38.451 | 2022-02-22 | Ninepoint Partners LP AND Ninepoint Energy Fund | National Instrument 81-102 Investment Funds, s. 15.3(4)(c), (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-and-ninepoint-energy-fund | The Securities Commission granted an exemption to mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding the use of performance ratings and awards in sales communications. The exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, subject to conditions ensuring transparency and relevance. Key points of the decision include: 1. The Filer, as the investment fund manager, sought relief from paragraphs 15.3(4)(c) and (f) of NI 81-102, which restrict the reference to performance ratings or rankings in sales communications unless they match specific time periods and are published within certain timeframes. 2. The exemption was necessary because the ratings and awards in question do not match the standard performance data periods required by NI 81-102, and the timeframes for publication would limit their use in communications. 3. The Ontario Securities Commission, acting as the principal regulator, agreed to grant the exemption, provided that the sales communications meet all other requirements of Part 15 of NI 81-102 and include specific disclosures, such as the category of the award, the number of funds in the category, the name of the ranking entity, and the period on which the rating or award is based. 4. The exemption also stipulates that the awards being referenced must not have been awarded more than 365 days before the date of the sales communication and that the ratings and awards must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision supports the provision of useful information to investors while ensuring that the information is presented in a clear and not misleading manner, in line with the objectives of NI 81-102. |
| 38.452 | 2022-02-22 | CI Investments Inc. et al. | National Instrument 81-102 Investment Funds, ss. 9.4(2) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-et-al-22 | The Securities Commission has granted an exchange-traded fund (ETF) an exemption from section 9.4(2) of National Instrument 81-102 Investment Funds (NI 81-102), allowing the ETF to accept digital assets, specifically bitcoin or ether, as subscription proceeds for its units, known as Creation Units. This decision is subject to conditions and is based on the ETF's need to align the trading price of its units more closely with its net asset value. Under normal circumstances, subsection 9.4(2) of NI 81-102 restricts mutual funds from accepting anything other than cash or securities as subscription proceeds. However, the ETF argued that allowing digital assets as payment would benefit investors by reducing the premium or discount on the trading price of the ETF units relative to the net asset value per security. The exemption is conditional on the digital assets being acquired from a regulated exchange, trading platform, or over-the-counter counterparty, and being directly delivered to the ETF's digital wallet at its custodian or sub-custodian. This is to ensure compliance with laws aimed at preventing money laundering and terrorist financing activities. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The ETFs involved are managed by CI Investments Inc. and are designed to provide exposure to bitcoin and ether through an institutional-quality fund platform. The ETFs are reporting issuers in all Canadian jurisdictions and are subject to NI 81-102. |
| 38.447 | 2022-02-24 | Nova Net Lease REIT | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nova-net-lease-reit | The Ontario Securities Commission (OSC) granted Nova Net Lease REIT (the Filer) an exemption from the requirement to file financial statements of its primary tenant, Cloud Cannabis, prepared in accordance with International Financial Reporting Standards (IFRS). Instead, the Filer is permitted to file these statements using United States Generally Accepted Accounting Principles (US GAAP), as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). The Filer, a reporting issuer in multiple Canadian jurisdictions, does not control Cloud Cannabis and cannot legally mandate the preparation of its financial statements in IFRS. Cloud Cannabis's financial performance is significant to the Filer's ability to pay dividends, as the Filer's financial results are partly dependent on Cloud Cannabis's lease payments. The Filer has provided an undertaking to file Cloud Cannabis's financial statements and related management's discussion and analysis (MD&A) in accordance with US GAAP and NI 51-102's requirements, respectively. This arrangement will continue until Cloud Cannabis's payments constitute less than 30% of the Filer's annual revenue. The OSC concluded that the exemption would not prejudice the Filer's unitholders, as the financial statements prepared under US GAAP would not be materially different from those prepared under IFRS. The decision was made on February 24, 2022, and applies to the Filer across all Canadian jurisdictions where it is a reporting issuer. |
| 38.448 | 2022-02-24 | Addenda Capital Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/addenda-capital-inc-2 | The Securities Commission has granted an exemption to Addenda Capital Inc. (the Filer) from the requirement to file a final prospectus within 90 days of receiving the receipt for the preliminary prospectus, as stipulated under subsection 2.1(2) of Regulation 81-101 Mutual Fund Prospectus Disclosure. This decision is based on the Filer's application for relief, which was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Filer, which is responsible for managing the Addenda Income Focus Fund, Addenda Global Balanced Fund, and Addenda Global Diversified Equity Fund (the Funds), is a corporation registered as a portfolio manager, exempt market dealer, investment fund manager, commodity trading manager, and derivatives portfolio manager across various Canadian provinces and territories. The Funds are open-ended mutual fund trusts established under Quebec law. The Filer had filed a preliminary prospectus on November 23, 2021, and received a receipt on November 30, 2021. According to the standard requirement, a final prospectus should have been filed by February 28, 2022. However, the Filer requested an additional 30 days to finalize and execute agreements with third-party service providers for trusteeship, custodianship, and back-office functions. The Commission determined that granting the exemption would not be contrary to the public interest as there had been no public solicitation of interest in the Funds and the preliminary prospectus had not been distributed to the public. Consequently, the exemption was granted on the condition that the final prospectus is filed by March 30, 2022. This decision was made under the authority of subsection 6.1(1) of Regulation 81-101 and reflects the consensus of the securities regulatory authorities or regulators in both Quebec and Ontario. |
| 38.449 | 2022-02-24 | Capital International Asset Management (Canada) Inc. and Capital Group Global Balanced Fund (Canada) | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d), 2.8(1)(e), 2.8(1)(f) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capital-international-asset-management-canada-inc-and-capital-group-global-balanced-fund-canada | The Securities Commission granted an exemption to mutual funds that are not alternative mutual funds from certain derivative cover requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows these funds to engage in standardized futures, forward contracts, or swaps to substitute the risk of one currency, interest rate, or duration for another without increasing the fund's exposure to currency risk, interest rate risk, or duration risk, nor creating additional leverage. The decision permits funds to create synthetic short positions up to an aggregate limit of 20% of the fund's net asset value, combining direct and synthetic short positions. Additionally, it allows funds to alter currency exposure with the condition that the aggregate currency exposure does not exceed the fund's net asset value. The key regulations involved are sections 2.8(1)(d), 2.8(1)(e), and 2.8(1)(f) of NI 81-102, which typically impose cover requirements for derivatives to prevent leveraging. The exemption was granted under section 19.1 of NI 81-102, which allows for exemptive relief under certain conditions. The decision was based on representations by the Filer, including that the Funds will comply with certain cash cover requirements and that the Funds' currency and interest rate exposures will not exceed their net asset value. The Filer also has policies and procedures to monitor and manage the use of derivatives by the Funds. The exemption is subject to conditions ensuring that the use of derivatives is consistent with the Funds' investment objectives and strategies, and that the Funds maintain appropriate cash cover and exposure limits. The decision is intended to provide the Funds with greater flexibility in managing their portfolios without compromising risk management or increasing leverage beyond permitted limits. |
| 38.450 | 2022-02-24 | Zonia Holdings Corp. (formerly Cordero Resources) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/zonia-holdings-corp-formerly-cordero-resources | The Securities Commission has granted an order for Zonia Holdings Corp. to cease being a reporting issuer under the applicable securities laws. The decision was made based on the company's application and the following key points: 1. Zonia Holdings Corp. is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. No securities of the company are traded on any marketplace or facility where trading data is publicly reported, either in Canada or internationally. 4. Zonia Holdings Corp. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in default of any securities legislation in any jurisdiction. The order was issued in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The order meets the legislative requirements for a company to cease being a reporting issuer, as determined by the Decision Makers. |
| 38.446 | 2022-02-25 | Kirkland Lake Gold Ltd. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kirkland-lake-gold-ltd-0 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Kirkland Lake Gold Ltd. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation with its head office in Ontario, has no plans for public securities offerings, and had previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The decision was made on February 25, 2022, under the relevant laws, specifically the OBCA and the Securities Act (Ontario). |
| 38.442 | 2022-03-01 | Brookfield Business Partners L.P. and Brookfield Business Corporation | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 5, ss. 5.5(a), 5.7(1)(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-business-partners-lp-and-brookfield-business-corporation | The Securities Commission has granted an exemption to Brookfield Business Partners L.P. (BBU) and Brookfield Business Corporation (BBUC) from certain requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption relates to related party transactions between BBU and BBUC or their subsidiary entities, and the calculation of market capitalization for certain transactions. Key points include: 1. BBU and BBUC are both reporting issuers and have created a structure where BBUC issues exchangeable shares that are economically and functionally equivalent to BBU units, providing an alternative investment method for investors. 2. The exemption allows BBU and BBUC to engage in related party transactions without adhering to the usual related party transaction requirements of MI 61-101, subject to conditions such as BBUC being a controlled subsidiary of BBU, and BBU consolidating BBUC in its financial statements. 3. BBU is permitted to include BBUC's exchangeable shares in its market capitalization calculation for the purpose of determining the applicability of the 25% market capitalization exemption for certain related party transactions. The decision is based on the premise that the exchangeable shares issued by BBUC provide an equivalent economic return as BBU units, and that the market price of the exchangeable shares will track the market price of the BBU units. The exemption is conditional upon no material changes to the exchangeable share provisions and the continued consolidation of BBUC within BBU's financial statements. The relevant legislative provisions underpinning the outcome are sections 5.5(a), 5.7(1)(a), and 9.1 of MI 61-101, which deal with the protection of minority security holders in special transactions. The decision also references the Downstream Transaction Carve-Out under paragraph 5.1(g) of MI 61-101 and the definition of market capitalization in the legislation. The decision aims to facilitate the operation of the exchangeable share structure and support the economic interests of BBU and BBUC, while also ensuring that the protections intended by MI 61-101 are maintained for minority shareholders. |
| 38.443 | 2022-03-01 | Brookfield Business Corporation Broofield Asset Management Inc. | National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e) and 8.1. National Instrument 44-102 Shelf Distributions, ss. 9.3(1)(b) and 11.1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-business-corporation-broofield-asset-management-inc | The Ontario Securities Commission granted Brookfield Business Corporation (BBUC) and Brookfield Asset Management Inc. (collectively, the Filers) exemptions from certain prospectus and distribution requirements under securities legislation. This decision allows for specific trades in non-voting limited partnership units of Brookfield Business Partners L.P. (BBU) in connection with the distribution and exchange of class A exchangeable subordinate voting shares of BBUC pursuant to a rights agreement. The exemptions include relief from the prospectus requirements for the delivery of BBU units to holders of BBUC's exchangeable shares under the rights agreement, provided certain conditions are met, such as BBU being a reporting issuer and the terms of the rights agreement remaining materially unchanged. Additionally, first trades in BBU units acquired under the rights agreement are not considered distributions, subject to conditions like BBU's reporting issuer status and the absence of unusual market preparation efforts. BBUC is also exempt from the requirement that an issuer's equity securities must be listed on a short form eligible exchange to file a short form prospectus, as long as BBUC meets other qualification criteria, its operations have not ceased, and its principal asset is not cash or cash equivalents. Furthermore, BBUC is exempt from the requirement that only equity securities can be distributed via at-the-market distributions using shelf procedures, provided the securities are exchangeable shares and BBU units qualify as equity securities. The exemptions are based on the rationale that the exchangeable shares are intended to provide an economic return equivalent to BBU units, and the market price of the exchangeable shares is expected to closely track the market price of BBU units. The decision is underpinned by various securities regulations, including National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions, and is not contrary to the public interest. |
| 38.439 | 2022-03-04 | Asian Infrastructure Investment Bank | Securities Act, R.S.O. 1990, c. S.5, as am. ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/asian-infrastructure-investment-bank | The Securities Commission has granted the Asian Infrastructure Investment Bank (AIIB) an exemption from the prospectus requirement for issuing or guaranteeing debt securities in Canadian or US currency. This decision is based on the AIIB's similarities to other permitted supranational agencies listed in subsection 2.34(1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106), which are already exempt. The AIIB, an international organization established to support infrastructure development in Asia, is not a reporting issuer in Canada and does not intend to become one. The exemption is subject to two conditions: the debt securities must be payable in Canadian or US currency, and the exemption will expire two years from the date of the decision. The AIIB's operations, governance, and financial status were considered in making this decision, including its triple-A credit rating and recognition by the Basel Committee on Banking Supervision, which allows for a 0% risk weight for bank claims on the AIIB. The decision was made under the authority of sections 53 and 74(1) of the Securities Act (Ontario) and is consistent with the test set out in the securities legislation for granting such an exemption. The exemption aims to facilitate the AIIB's ability to raise funds for its development activities without the need for a prospectus, acknowledging its status as a multilateral development bank with a public policy mandate. |
| 38.440 | 2022-03-04 | Neo Lithium Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/neo-lithium-corp | The Ontario Securities Commission (OSC) has granted an application by an issuer, Neo Lithium Corp., to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The key considerations for the decision were: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 security holders worldwide. 3. The issuer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The issuer is not in default of any securities legislation in any jurisdiction. The OSC, acting as the principal regulator, determined that the issuer met the legislative requirements to cease being a reporting issuer, and therefore, the application was approved. |
| 38.434 | 2022-03-07 | Golden Star Resources Ltd | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/golden-star-resources-ltd-0 | The Securities Commission issued an order that Golden Star Resources Ltd. (the Filer) has ceased to be a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the securities legislation of Ontario, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission acted as the principal regulator for this application, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for provinces outside Ontario. The order was based on representations by the Filer that it met the necessary conditions: it was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities were not traded on any public marketplace, it sought to cease being a reporting issuer in all Canadian jurisdictions, and it was not in default of any securities legislation. The principal regulator concluded that the Filer satisfied the criteria set out in the relevant legislation and granted the order for the Filer to cease being a reporting issuer. |
| 38.435 | 2022-03-07 | Galaxy Resources Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/galaxy-resources-limited | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications. The Ontario Securities Commission served as the principal regulator, and the issuer indicated reliance on Multilateral Instrument 11-102 for other provinces involved. The decision was based on several key representations by the issuer: 1. The issuer is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. There are fewer than 15 security holders in each of the Canadian jurisdictions and fewer than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The issuer is not in default of any securities legislation. Given these representations, the principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer and approved the application. |
| 38.436 | 2022-03-07 | The Alkaline Water Company Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1)2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/alkaline-water-company-inc-0 | The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members, or a selling securityholder, to use standard term sheets, marketing materials, and conduct road shows for future offerings under a Final MJDS Shelf Prospectus. This exemption is necessary because National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) does not have equivalent provisions to Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102), which permits such marketing activities following the issuance of a receipt for a final base shelf prospectus. The exemption is conditional upon compliance with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102 as if the Final MJDS Shelf Prospectus were a final base shelf prospectus under NI 44-102. The decision is based on the representations made by the Filer, including their status as a reporting issuer, the filing of a registration statement and a preliminary MJDS base shelf prospectus, and the intention to file a final MJDS base shelf prospectus. The relevant laws and regulations underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1)2, National Instrument 71-101 The Multijurisdictional Disclosure System, section 11.3, and National Instrument 44-102 Shelf Distributions, Part 9A. The decision was made by the British Columbia Securities Commission, acting as the principal regulator, and also represents the decision of the securities regulatory authority in Ontario. |
| 38.428 | 2022-03-09 | Millennial Precious Metals | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/millennial-precious-metals | The Ontario Securities Commission (OSC) has granted an order recognizing Millennial Precious Metals Corp. as a reporting issuer in Ontario under paragraph 1(11)(b) of the Securities Act (R.S.O. 1990, c. S.5). The company, previously known as 1246768 B.C. Ltd., underwent a name change and a reverse takeover transaction, resulting in its listing on the TSX Venture Exchange and the OTCQB Venture Market. The decision was based on several factors: 1. The company is already a reporting issuer in British Columbia and Alberta, with continuous disclosure requirements in these jurisdictions being substantially the same as those in Ontario. 2. Millennial Precious Metals Corp. has a significant connection to Ontario, with its head office located in Toronto and over 20% of its Common Shares held by Ontario residents. 3. The company is not in default of any securities legislation in Canada and is in compliance with the continuous disclosure requirements. 4. There are no penalties, sanctions, or ongoing investigations against the company, its officers, directors, or controlling shareholders that would be material to an investor's decision-making process. The OSC concluded that granting the order would not be prejudicial to the public interest. The order was issued on March 9, 2022, and as a result, the OSC will become the company's principal regulator. |
| 38.429 | 2022-03-09 | Ovintiv Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ovintiv-inc-2 | The Alberta Securities Commission, acting as the principal regulator under the Passport System, granted Ovintiv Inc. an exemption from certain issuer bid requirements for purchasing its common shares through U.S. markets. This decision allows Ovintiv to exceed the 5% limit set by National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) for purchases outside of designated exchanges, provided that the aggregate purchases do not surpass 10% of the public float as per the TSX normal course issuer bid (NCIB) rules. The exemption is contingent on Ovintiv maintaining its status as a U.S. and SEC foreign issuer, adhering to U.S. market rules, disclosing its intentions in TSX notices, and complying with Canadian trading rules. The exemption is valid for 36 months from the decision date and is subject to conditions ensuring that the total shares acquired across all markets do not exceed regulatory limits. The decision is based on the understanding that the repurchases are in the best interests of Ovintiv and will not adversely affect the company or its shareholders. |
| 38.430 | 2022-03-09 | EHP Funds Inc. and EHP Global Multi-Strategy Alternative Fund | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Form 81-101F3 Contents of Simplified Prospectus, Item 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Item 5 of Part I. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ehp-funds-inc-and-ehp-global-multi-strategy-alternative-fund | The Securities Commission granted an exemption to a new alternative mutual fund, allowing it to include past performance data from a period when its securities were offered on a prospectus-exempt basis in its sales communications, simplified prospectus, fund facts documents, and management reports of fund performance (MRFP). This exemption was provided under certain sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. The fund, which has the same investment objectives and fee structure as during the prospectus-exempt period, can now use this historical data to calculate its investment risk level in accordance with the Investment Risk Classification Methodology. The exemption is conditional upon the fund disclosing that it was not a reporting issuer during the referenced period, that expenses would have been higher had it been subject to reporting issuer requirements, and that the fund obtained relief to disclose this data. Additionally, the fund's financial statements since the Effective Date must be posted on its website and made available upon request. The decision was made because the Commission was satisfied that the exemption met the legislative test and would provide significant and meaningful information to investors. The principal regulator for the application was the Ontario Securities Commission, and the decision is applicable across Canadian jurisdictions. |
| 38.426 | 2022-03-10 | Galaxy Lithium One Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/galaxy-lithium-one-inc | The Securities Commission has granted an application by Galaxy Lithium One Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications. The key considerations for the decision included the fact that Galaxy Lithium One Inc. was not an OTC reporting issuer, its securities were held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities were not traded on any public marketplace. Additionally, the company was not in default of any securities legislation. The outcome allows Galaxy Lithium One Inc. to stop adhering to the reporting obligations required of public companies, as it no longer meets the criteria for being a reporting issuer. This decision was supported by the relevant securities legislation and regulatory instruments, including the Securities Act (R.S.O. 1990, c. S.5) and Multilateral Instrument 11-102 Passport System. |
| 38.427 | 2022-03-10 | Millennial Lithium Corp | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/millennial-lithium-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the issuer meeting several criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, it has requested to cease being a reporting issuer, and it is not in default of any securities legislation. The decision is supported by the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the issuer is no longer subject to reporting obligations in Canada. |
| 38.424 | 2022-03-11 | Neo Lithium Corp. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/neo-lithium-corp-s-16-obca | The Ontario Securities Commission (OSC) issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) for Neo Lithium Corp., determining that the company is no longer considered to be offering its securities to the public. This decision was based on the company's representations that it is an offering corporation under the OBCA, has no plans for public securities offerings, and had previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting the order would not adversely affect the public interest. The order was made in Toronto on March 11, 2022, in accordance with the relevant laws and regulations, specifically subsection 1(6) of the OBCA. |
| 38.425 | 2022-03-11 | AGF Investments Inc. and The Top Funds | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b) and (c), 111(4), 113, and 117. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-and-top-funds | The Securities Commission granted an exemption to a group of investment funds managed by AGF Investments Inc. (AGFI) from certain conflict of interest provisions and related party transaction reporting requirements under the Securities Act and National Instrument 31-103. This decision allows public and private investment funds to invest in related underlying investments that are not reporting issuers, subject to specific conditions. Key Facts: - AGFI manages both public and private investment funds (collectively, Top Funds) and intends to invest a portion of their assets in related underlying investments, including AGF SAF Private Credit Trust and AGF SAF Private Credit Limited Partnership (Initial Underlying Investments), as well as any future similar investment schemes (Future Underlying Investments). - The investments are intended to be in the best interest of the Top Funds and align with their investment objectives and strategies. Reasoning: - The exemption is granted based on the belief that such investments will provide efficient and cost-effective portfolio diversification for the Top Funds. - The Top Funds will comply with investment restrictions and practices, including those related to concentration, control, and illiquid assets. - The investments will be made at an objective price based on the net asset value (NAV) of the underlying investments. - No fees or sales charges will be incurred by the Top Funds that would duplicate fees payable to AGFI or its investors for the same service. - The exemption is subject to several conditions to ensure transparency, proper governance, and alignment with the Top Funds' investment objectives. Outcome: - The exemption sought is granted, allowing the Top Funds to invest in the Initial and Future Underlying Investments, provided they adhere to the conditions set by the Securities Commission. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended, sections 111(2)(b) and (c), 111(4), 113, and 117. - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 13.5(2)(a) and 15.1. - The decision also references National Instrument 81-102 Investment Funds and National Instrument 81-107 Independent Review Committee for Investment Funds, as well as other securities legislation and instruments relevant to the application. |
| 38.423 | 2022-03-14 | R.E.G.A.R. Gestion Privée Inc. | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/regar-gestion-privee-inc-0 | The Securities Commission has granted an exemption to a mutual fund manager, allowing for an extension of the lapse date for the filing of the pro forma prospectus of certain mutual funds it manages. This extension is until May 15, 2022, to accommodate the completion of mergers of these funds. The decision is based on the Securities Act (Ontario) and National Policy 11-203, which allows for such exemptions under specific circumstances. The mutual funds in question are reporting issuers in Quebec, Ontario, and New Brunswick and are currently distributing securities under a simplified prospectus. The exemption was sought due to upcoming special meetings where changes in investment objectives will be voted on. Including these potential changes in the new prospectus would be more efficient and cost-effective. The manager has ensured that the current offering documents remain accurate and not prejudicial to the public interest, committing to amend them if any material changes occur. The decision was made after considering that the exemption meets the legislative requirements and is not contrary to the public interest. |
| 38.419 | 2022-03-15 | CIBC Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d) and 2.8(1)(f)(i) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-12 | The Securities Commission has granted CIBC Asset Management Inc. an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraph 2.8(1)(d) and subparagraph 2.8(1)(f)(i), which pertain to covering positions in derivatives. This exemption allows mutual funds managed by CIBC Asset Management or its affiliates to use options to sell an equivalent quantity of the underlying interest as cover for long positions in forward contracts, standardized futures, or swaps. The exemption is conditional and includes limitations such as a cap on a fund's purchase of options for non-hedging purposes to no more than 10% of the fund's net asset value. The exemption is designed to provide funds with more flexibility to enhance yield and manage exposure to derivatives without over-collateralizing, which can impose additional costs. The decision is based on the rationale that the risks associated with the positions covered by the exemption are similar to those permitted under paragraph 2.8(1)(c) of NI 81-102, which allows mutual funds to write put options covered by the right or obligation to sell an equivalent quantity of the underlying interest. The exemption is subject to the condition that funds must hold sufficient cover, either in cash or through offsetting positions, to meet their obligations under the derivatives contracts without recourse to other assets of the fund. The decision will expire upon the enactment of any new securities legislation that addresses the use of cover for the underlying interest of forward contracts, standardized futures, or swaps in compliance with section 2.8 of NI 81-102. |
| 38.420 | 2022-03-15 | CIBC Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-13 | The Securities Commission has granted CIBC Asset Management Inc. an exemption from the concentration restriction in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows fixed income funds managed by CIBC Asset Management or its affiliates to invest more than the usual 10% (for mutual funds) or 20% (for alternative mutual funds and non-redeemable investment funds) of their net asset value in debt securities issued or guaranteed by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). The decision is based on the recognition that Fannie Mae and Freddie Mac securities are implicitly guaranteed by the U.S. government, play a significant role in the U.S. mortgage industry, and have a U.S. government equivalent credit rating. The exemption is subject to conditions, including that the securities maintain a U.S. Government Equivalent Rating and a rating not less than the Minimum Rating, and that the funds' prospectuses disclose the permission to exceed the concentration limits and the associated risks. The exemption is also conditional upon the funds taking action to comply with the standard concentration limits if the credit ratings of Fannie Mae or Freddie Mac securities fall below the required thresholds or if the U.S. Congress proposes or enacts legislation that changes or removes the implied government guarantee. The decision was made under section 19.1 of NI 81-102, which allows for exemptions from the requirements of the Instrument, and is based on the application and representations made by CIBC Asset Management Inc. |
| 38.414 | 2022-03-16 | Reef Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reef-resources-ltd | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against a corporation, allowing it to proceed with a private placement of debentures. The CTO was initially issued due to the corporation's failure to file required continuous disclosure documents. The corporation aims to use the proceeds from the private placement to update its continuous disclosure filings and pay related fees. Key points from the decision include: - The corporation is a reporting issuer in multiple Canadian provinces and is involved in natural resources with non-producing oil and gas assets. - It has been subject to CTOs from various securities commissions due to non-filing of financial statements and other continuous disclosure documents. - The corporation has since filed certain financial documents and intends to file additional outstanding disclosures. - The private placement involves issuing unsecured, non-convertible debentures with an aggregate principal amount of up to $250,000 to a small number of investors. - The corporation will rely on prospectus exemptions under National Instrument 45-106 for the private placement. - The partial revocation of the CTO is subject to conditions, including that investors receive copies of the CTO and acknowledge the securities will remain under the CTO until fully revoked. The decision is based on section 144 of the Securities Act (Ontario), which allows for the revocation or variation of a decision of the Commission if it is not prejudicial to the public interest. The outcome permits the corporation to raise funds necessary to comply with its continuous disclosure obligations and potentially have the full CTOs revoked in the future. |
| 38.415 | 2022-03-16 | Gage Growth Corp. | Applicable Legislative Provision: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gage-growth-corp-0 | The Ontario Securities Commission (OSC) has approved an application by Gage Growth Corp. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer. The key points leading to this decision include: 1. Gage Growth Corp. is not an OTC reporting issuer, meaning it is not subject to certain reporting obligations in the U.S. over-the-counter markets. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. Its securities are not traded on any public marketplace in Canada or internationally. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in violation of any securities legislation in any jurisdiction. The OSC, as the principal regulator, determined that Gage Growth Corp. met the legislative requirements to cease being a reporting issuer and granted the order as requested. |
| 38.416 | 2022-03-16 | Azarga Uranium Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/azarga-uranium-corp | The Securities Commission has granted an order for Azarga Uranium Corp. to cease being a reporting issuer. This decision is based on the company meeting specific criteria outlined in the securities legislation. The key points leading to this outcome include: 1. Azarga Uranium Corp. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission served as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The legal framework for the application process includes National Policy 11-206, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The outcome allows Azarga Uranium Corp. to cease its obligations as a reporting issuer under Canadian securities law. |
| 38.417 | 2022-03-16 | Bank of Montreal et al. | Rule Cited: 1. Ontario Securities Commission Rule 48-501 -- Trading During Distributions, Formal Bids and Share Exchange Transactions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bank-montreal-et-al-1 | The Ontario Securities Commission (OSC) granted an exemption to the Bank of Montreal and its affiliates (collectively, the Applicants) from certain trading restrictions during distributions, formal bids, and share exchange transactions as outlined in section 2.2(a) of OSC Rule 48-501. The decision, made under section 5.1 of the same rule, allows the Applicants to engage in specific trading activities related to the Bank's securities, which are considered highly liquid, without contravening the usual restrictions during issuer-restricted periods associated with Canadian offerings. The key entities involved include asset managers, fund managers, plan facilitators, trustees, custodians, securities lending agents, restricted and non-restricted dealers, and the Bank itself. These parties are typically restricted from trading the Bank's shares during certain periods when the Bank is distributing securities. However, the exemption enables them to continue trading to fulfill fiduciary duties, manage investments, facilitate employee share ownership plans, provide custody services, and conduct normal course issuer bids, among other activities. The exemption is contingent on the securities being highly liquid and is subject to the condition that the trading activities do not undermine the public interest. The decision also revokes and replaces previous exemptive relief granted by the OSC. The OSC's decision is based on representations made by the Applicants regarding their regulated status, the nature of their business, and the necessity of the exemption to carry out their regular functions without undue disruption during issuer-restricted periods. The decision aims to balance the need for market integrity with the practical business operations of the Applicants, ensuring that their activities can continue in a manner that is not prejudicial to the public interest. |
| 38.411 | 2022-03-22 | Reservoir Capital Corp. | Securities Act , R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reservoir-capital-corp | The Securities Commission has decided to revoke a cease trade order (CTO) previously issued against an issuer for failing to file required continuous disclosure materials as mandated by Ontario securities law. The issuer, after rectifying the defaults by updating their continuous disclosure filings, applied for the revocation of the CTO under National Policy 11-207. The Commission, satisfied that the issuer met the legislative criteria for revocation, granted the order. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 144. The revocation reflects the agreement of decision makers in both British Columbia and Ontario, with the order serving as evidence of the decision in Ontario. |
| 38.412 | 2022-03-22 | I.G. Investment Management, Ltd. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a) and (c), 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-22 | The Securities Commission granted exemptive relief to investment funds managed by IG Investment Management, Ltd. (IGIM) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This relief allows the funds to invest in securities of related underlying investment funds managed by Northleaf Capital Partners (Canada) Ltd. (Northleaf), which are not reporting issuers and are not subject to NI 81-102. Key facts include IGIM's role as manager, trustee, and portfolio advisor of the funds, and Northleaf's strategic partnership with IGIM affiliates. The underlying Northleaf funds, which include Northleaf Private Equity Investors VIII and Northleaf Secondary Partners III, are non-redeemable investment funds focusing on private equity investments. The reasoning for the relief is based on the belief that private equity investments offer unique diversification and potential for improved risk-adjusted returns for the funds. IGIM argued that investing in Northleaf's funds provides efficient and cost-effective access to private equity markets, which the funds could not directly access due to lack of internal expertise and relationships. The outcome is that the funds can invest in Northleaf's funds, subject to conditions ensuring they do not actively participate in operations, are treated as arm's-length investors, and do not pay duplicative fees. Investments must be disclosed to investors, and the manager must comply with conflict of interest provisions in NI 81-107. The decision is grounded in sections 2.5(2)(a) and (c) of NI 81-102, which generally restrict mutual funds from investing in non-reporting issuer funds not subject to NI 81-102, and section 19.1(2) which allows for exemptions. The relief is also subject to the oversight of an independent review committee as per NI 81-107. |
| 38.406 | 2022-03-24 | Pembroke Private Wealth Management Ltd. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pembroke-private-wealth-management-ltd-et-al | The Securities Commission has granted an extension to the lapse date for the renewal of the prospectus for a group of mutual funds managed by Pembroke Private Wealth Management Ltd. The extension allows the funds to incorporate a new fund, Pembroke Canadian All Cap Fund, into their existing prospectus. The lapse date for the current prospectus materials was set to be March 25, 2022, but with the exemption, it has been extended to April 25, 2022. The decision is based on the understanding that the extension will not compromise the accuracy or currency of the information in the prospectus, as there have been no material changes to the funds that have not already been disclosed. The extension is minimal and is not seen as disadvantageous to the funds' unitholders. The Filer has also committed to amending the prospectus should any material changes occur. The exemption was granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with the public interest. The decision was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and Regulation 11-102 respecting Passport System. The Autorité des marchés financiers is the principal regulator for this application, and the decision also reflects the decision of the securities regulatory authority in Ontario. |
| 38.408 | 2022-03-24 | Great Bear Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/great-bear-resources-ltd | The Securities Commission has granted an order for Great Bear Resources Ltd. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The order was based on several key representations by Great Bear Resources Ltd.: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported in Canada or any other country. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision to grant the order was made in accordance with the test set out in the applicable securities legislation, specifically referencing National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The order is evidence of the decision by both the British Columbia and Ontario securities regulatory authorities. |
| 38.409 | 2022-03-24 | Pembroke Private Wealth Management Ltd. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pembroke-private-wealth-management-ltd-et-al | The Securities Commission has granted an extension for the renewal of the prospectus for a group of mutual funds managed by Pembroke Private Wealth Management Ltd. The extension allows the inclusion of a new fund, Pembroke Canadian All Cap Fund, into the existing prospectus that qualifies units of the existing funds for distribution. The lapse date for the current prospectus materials was set to be March 25, 2022, but with the exemption, it has been extended to April 25, 2022. The decision is based on the understanding that the extension will not compromise the accuracy or currency of the information in the prospectus, as there have been no material changes to the funds that have not been disclosed. The extension is minimal and is not seen as disadvantageous to the unitholders. The Filer has also committed to amending the prospectus should any material changes occur. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and other relevant regulations including National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, Regulation 11-102 respecting Passport System, Regulation 81-101 respecting mutual fund prospectus disclosure, and Regulation 81-102 respecting Investment Funds. The Autorité des marchés financiers acted as the principal regulator, and the decision also applies to other Canadian jurisdictions where the Filer intends to rely on Regulation 11-102. |
| 38.404 | 2022-03-25 | California Gold Mining Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/california-gold-mining-inc | The Securities Commission has granted an application by an issuer to cease being a reporting issuer in all Canadian jurisdictions. The issuer is not an OTC reporting issuer and has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. Its securities are not traded on any market in Canada or internationally. The issuer is a wholly-owned subsidiary following a court-approved plan of arrangement and does not plan to seek public or private financing. The issuer was in default for not filing certain continuous disclosure documents but concurrently applied for relief from a failure-to-file cease trade order (FFCTO), which was issued due to the non-filing. The issuer would have been eligible for a simplified procedure to cease reporting if not for the FFCTO. The decision is based on the issuer meeting the criteria set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was made considering the issuer's representations and the fact that it is not in default of any other securities legislation requirements. |
| 38.405 | 2022-03-25 | California Gold Mining Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/california-gold-mining-inc-0 | The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) previously issued against a company for failing to file its annual financial statements and related documents. The company, which had become a wholly-owned subsidiary following a plan of arrangement, was also in default for not filing subsequent interim financial statements and certificates. The company applied for the revocation of the CTO and simultaneously sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The OSC based its decision on several key facts, including the company's corporate history, its ownership structure after the plan of arrangement, and its securities delisting. The company had not filed the required annual and interim financial documents as mandated by National Instrument 52-109. However, it had submitted all other continuous disclosure documents, paid all necessary fees, and was not in default of any other requirements. The OSC concluded that revoking the CTO was appropriate, contingent on the company ceasing to be a reporting issuer. The revocation was grounded in Section 144 of the Securities Act (Ontario), which allows for such a decision if it meets the test set out in the legislation. The revocation was effective on the date the company was confirmed to no longer be a reporting issuer. |
| 38.398 | 2022-03-28 | Pembroke Private Wealth Management Ltd. and Pembroke Canadian All Cap Fund | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.6(1)(a)(i), 15.6(1)(d), and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 2.1. Form 81-101F3 Contents of Fund Facts Document, Item 5 of Part I. National Instrument 81-106 Investment Fund Continuous Disclosure, s. 4.4. Form 81-0106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1), and 4.3(2) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pembroke-private-wealth-management-ltd-and-pembroke-canadian-all-cap-fund | The Securities Commission granted an exemption to a mutual fund from certain provisions of the National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. This exemption allows the mutual fund to include performance data in its sales communications, fund facts, and management reports for periods prior to when the fund was a reporting issuer, despite not having distributed securities under a simplified prospectus for 12 consecutive months. The exemption is contingent on the mutual fund providing disclosures that: - It was not a reporting issuer during the period the data covers. - Expenses would have been higher if it had been subject to reporting issuer requirements. - Performance data for 10, 5, 3, and one-year periods are included. Additionally, the mutual fund must disclose in its simplified prospectus that the management expense ratio (MER) is based on the last financial year when units were offered privately and that the MER may increase with the offering under the simplified prospectus. The fund's financial statements since operations commenced must be posted on its website and made available upon request. The decision is based on the fund's compliance with investment restrictions and practices, its operational consistency, and the belief that past performance data is meaningful for investors. The exemption is granted under the conditions that it will not be detrimental to investor protection and that the fund will provide the necessary disclosures and access to financial statements. |
| 38.399 | 2022-03-28 | Mackenzie Financial Corporation and Counsel Portfolio Services Inc. | National Instrument 81-102 Investment Funds, ss. 2.2(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-and-counsel-portfolio-services-inc | The Securities Commission granted an exemption to certain mutual funds managed by the Filers, allowing them to invest more than 10% of their equity in non-reporting, related underlying pools managed by Northleaf Capital Partners, which are not subject to National Instrument 81-102 Investment Funds (NI 81-102). This decision is based on the condition that these investments are treated as illiquid assets and do not exceed 10% of the net asset value of the investing mutual fund, among other stipulations. The exemption was sought because the mutual funds (Top Funds) could inadvertently breach the control restriction in section 2.2(1) of NI 81-102 due to the size disparity between the Top Funds and the Northleaf Funds. The Filers argued that the Top Funds would not actively participate in the business or operations of the Northleaf Funds and would be treated as arm's-length investors. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filers provided notice that they intend to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. The conditions for the exemption include that the Top Funds will not actively participate in the Northleaf Funds' operations, will be treated as arm's-length investors, will not hold more than 20% of the Northleaf Funds' equity or voting securities, and will not pay duplicative fees. Additionally, investments in Northleaf Funds must be disclosed to investors, and the manager of the Top Funds must comply with relevant sections of National Instrument 81-107 Independent Review Committee for Investment Funds regarding conflict of interest matters. The decision allows the Top Funds to diversify their portfolios with private market investments, which the Filers believe will provide unique opportunities and potentially improve risk-adjusted returns for investors. |
| 38.400 | 2022-03-28 | Planet 13 Holdings Inc | National Instrument 51-102 Continuous Disclosure Obligations, s. 4.3(4)(d) and Part 13. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/planet-13-holdings-inc | The Securities Commission granted an exemption to an issuer from the requirement to file restated interim financial reports by the deadline stipulated under subsection 4.3(4) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The issuer faced unexpected delays due to the COVID-19 pandemic, staffing shortages, and the CFO's recovery from surgery, which impeded the preparation of the reports in accordance with U.S. GAAP. The exemption allows the issuer to file the restated interim financial reports and related Management's Discussion and Analysis (MD&A) by the earlier of 45 days from the filing of its annual financial statements or May 16, 2022. The issuer is a corporation under the Business Corporations Act (British Columbia) and is listed on the Canadian Securities Exchange. It is also a reporting issuer in multiple Canadian provinces and subject to the SEC's reporting requirements in the United States. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The issuer agreed to issue a news release disclosing its reliance on the exemption, the existence of an insider trading black-out policy, and the anticipated filing date for the reports. Additionally, the issuer will not file a preliminary or final prospectus for any securities offering until all required documents are filed. The decision was made in accordance with the relevant legislative provisions, including National Instrument 51-102 and Multilateral Instrument 11-102 Passport System, and was based on the representations made by the issuer. The exemption was granted subject to specific conditions outlined in the decision document. |
| 38.397 | 2022-03-30 | Silver Lake Ontario Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/silver-lake-ontario-inc | The Securities Commission has granted an application by Silver Lake Ontario Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The decision was based on several key representations by Silver Lake Ontario Inc.: 1. The company is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The principal regulator concluded that the company met the legislative requirements to cease being a reporting issuer and therefore approved the application. |
| 38.395 | 2022-03-31 | Kirkland Lake Gold Ltd. – s. 1(6) of the OBCA – Notice of Correction | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kirkland-lake-gold-ltd-s-16-obca-notice-correction | The Securities Commission issued a correction regarding Kirkland Lake Gold Ltd.'s status as a reporting issuer. The initial decision document contained an error, stating the date as February 25, 2022, whereas the correct date was February 18, 2022. On the correct date, Kirkland Lake Gold Ltd. was granted an order under subclause 1(10)(a)(ii) of the Securities Act (Ontario), confirming that the company is no longer a reporting issuer in Ontario or any other jurisdiction in Canada. This decision was made following the simplified procedure outlined in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. As a result, the company is relieved from the obligations that come with being a reporting issuer. |
| 38.396 | 2022-03-31 | Aardvark Capital Corp. | National Instrument 51-102 Continuous Disclosure Obligations, s. 4.10(2)(a)(ii). Form 51-102F3 Material Change Report, Item 5.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aardvark-capital-corp | The Securities Commission has granted an exemption to a capital pool company (the issuer) from certain financial reporting requirements in connection with a reverse take-over transaction with a target company. This transaction will serve as the issuer's qualifying transaction under Policy 2.4 Capital Pool Companies of the TSX Venture Exchange (TSXV). The issuer sought relief from section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report. This would exempt the issuer from filing historical audited financial statements of a predecessor entity that are not material to the issuer. The decision was based on several representations, including the issuer's status as a capital pool company, the target company's business activities, and the proposed reverse take-over transaction that would result in the issuer acquiring all issued and outstanding common shares of the target company. The target company is not a reporting issuer, and its principal business activity has been related to an option agreement for a property known as the FAD Property. The exemption was granted on the condition that the issuer's filing statement includes specific financial information about the target company and that this statement is filed on the System for Electronic Document Analysis and Retrieval (SEDAR) immediately following acceptance by the TSXV. The decision was made under the authority of National Instrument 51-102 Continuous Disclosure Obligations, specifically section 4.10(2)(a)(ii), and Item 5.2 of Form 51-102F3 Material Change Report, and was informed by the issuer's representations and the applicable securities legislation. |
| 38.394 | 2022-04-01 | IMAX Corporation | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imax-corporation-0 | The Securities Commission granted an exemption to IMAX Corporation from the issuer bid requirements outlined in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows IMAX to purchase up to 15% of its outstanding common shares through the New York Stock Exchange (NYSE) under repurchase programs that may be implemented from time to time. The key reasons for the exemption include: 1. IMAX's shares are not listed on any Canadian exchange but are listed on the NYSE. 2. IMAX believes that less than 2% of its shares are beneficially owned by Canadian residents. 3. The repurchase programs are in the best interests of IMAX and its shareholders. The exemption is subject to several conditions: - The repurchases must comply with U.S. securities laws and NYSE rules. - The total number of shares acquired in a 12-month period cannot exceed 15% of the outstanding shares at the start of that period. - The exemption is valid for acquisitions made within 36 months from the date of the decision. - IMAX must disclose the terms of the exemption and conditions in a press release at least 5 days before purchasing shares under this exemption. The relevant legislative provisions underpinning the outcome are: - National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 - Section 6.1 of NI 62-104 - Multilateral Instrument 11-102 Passport System - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions The decision was made considering the minimal impact on Canadian shareholders and the compliance with applicable U.S. securities laws and exchange rules. |
| 38.393 | 2022-04-02 | Admiral Markets Canada Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/admiral-markets-canada-limited | The Securities Commission granted an investment dealer (the Filer) exemptive relief from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in Ontario and British Columbia. The Filer, a member of the Investment Industry Regulatory Organization of Canada (IIROC), is permitted to offer CFDs under certain terms and conditions, including the use of a clear and plain language risk disclosure document instead of a prospectus. The risk disclosure document contains information similar to that required for recognized options under OSC Rule 91-502 and the regime for OTC derivatives contemplated by the unadopted OSC Rule 91-504, as well as the Quebec Derivatives Act. The relief aligns with OSC Staff Notice 91-702 and includes a four-year sunset clause. The Filer's trading platform allows clients to trade CFDs on an execution-only basis, with real-time reporting and automated risk management systems. The Filer is the counterparty to its clients' CFD trades and manages risk by placing identical CFDs back-to-back with an affiliate. The Filer must comply with IIROC Rules and IIROC Acceptable Practices, maintain a certain level of capital, and provide a Risk Disclosure Document and obtain client acknowledgment before the first CFD transaction. The Filer's officers and directors must provide personal information to the Principal Regulator, and the Filer must report any material changes or disciplinary actions related to CFD activities. The relief is conditional on the Filer's registration as an investment dealer, membership in IIROC, and compliance with IIROC Rules and Acceptable Practices. The relief will expire after four years or upon the occurrence of certain specified events, such as relevant legislative changes or regulatory actions that affect the Filer's ability to offer CFDs. |
| 38.390 | 2022-04-04 | I.G. Investment Management, Ltd. | National Instrument 81-102 Investment Funds, ss. 2.2(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-23 | The Securities Commission has granted an exemption to certain mutual funds (Top Funds) managed by I.G. Investment Management, Ltd. from the control restriction in section 2.2(1) of National Instrument 81-102 Investment Funds (NI 81-102). This restriction typically limits mutual funds from investing more than 10% of their equity in non-reporting issuer pools that are related entities. The exemption allows these Top Funds to invest in and hold a larger percentage of equity in related underlying pools, specifically Northleaf Funds, which are not considered investment funds under NI 81-102 and do not issue a simplified prospectus or annual information form. These Northleaf Funds are managed by Northleaf Capital Partners and are involved in private equity, private credit, and infrastructure investments. The decision is based on several conditions to ensure fair treatment and avoid conflicts of interest, including that the Top Funds will not actively participate in the business of Northleaf Funds, will be treated as arm's-length investors, and will not hold more than 20% of the equity or voting securities of any Northleaf Fund. Additionally, investments in Northleaf Funds are considered illiquid and cannot exceed 10% of the net asset value of the Top Fund. The exemption is also contingent on no duplication of sales, redemption, management, or incentive fees, and requires disclosure of the investments in Northleaf Funds to investors in the Top Funds' documentation. The manager of the Top Funds must comply with conflict of interest requirements as per NI 81-107. This decision facilitates greater flexibility for the Top Funds to allocate to private market investments, which is believed to offer potential diversification benefits and improved risk-adjusted returns for investors. |
| 38.391 | 2022-04-04 | Schneider Electric S.E. | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/schneider-electric-se-2 | The Securities Commission has granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Schneider Electric S.E. The exemption was necessary because the offering to Canadian employees was made through special purpose entities (FCPEs), which are collective shareholding vehicles, rather than directly by the issuer. These entities are supervised by the French Autorite des marches financiers (French AMF). The key conditions for the exemption include: 1. The offering is limited to qualifying employees, with investments capped at 25% of their gross annual compensation. 2. The shares are not listed on any Canadian exchange, and there is no expectation of a market developing in Canada. 3. Participation is voluntary and not tied to employment conditions. 4. Trades of shares by the Classic Fund to Canadian participants upon redemption of units are included in the exemption. 5. The number of Canadian participants and their ownership are minimal, representing less than 2% of qualifying employees globally. 6. Canadian participants will receive appropriate disclosure documents in French or English, including information on the offering and Canadian tax implications. The exemption is subject to certain conditions, such as the issuer remaining a foreign issuer and not becoming a reporting issuer in Canada, and that first trades of the securities acquired must occur outside of Canada or to a person or company outside of Canada. The exemption is valid for the 2022 offering and any subsequent offerings within the next five years, provided the conditions are met and the representations remain true. The decision is based on the securities legislation of Ontario and relies on Multilateral Instrument 11-102 Passport System for application in multiple jurisdictions, including British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, and Newfoundland and Labrador. The decision also references National Instrument 45-106 Prospectus Exemptions, National Instrument 45-102 Resale of Securities, Ontario Securities Commission Rule 72-503, and Alberta Securities Commission Rule 72-501. |
| 38.392 | 2022-04-04 | I.G. Investment Management, Ltd. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-24 | The Securities Commission has granted an exemption to a mutual fund manager from a specific requirement under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement, detailed in subsection 5.1(4), prohibits the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund. The mutual fund manager, based in Ontario with its head office in Manitoba, oversees both alternative mutual funds and non-alternative mutual funds. The manager sought to combine the simplified prospectuses of these funds to reduce costs and streamline disclosure, arguing that the funds share many operational and administrative features, and that such consolidation would facilitate investor comparison. The Commission agreed with the rationale provided, noting that investors would still receive the required fund facts documents and that the content of these documents would remain unchanged by the consolidation. Additionally, the Commission observed that exchange-traded funds (ETFs) are allowed to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101 General Prospectus Requirements (NI 41-101), suggesting mutual funds should be afforded the same treatment. The exemption was granted based on the Commission's satisfaction that the decision met the legislative test for such an exemption. The outcome allows the mutual fund manager to consolidate the simplified prospectuses for its alternative and non-alternative mutual funds, facilitating a more efficient disclosure process. |
| 38.388 | 2022-04-07 | The Asian Infrastructure Investment Bank – Notice of Correction | Scraping Unsuccessful | https://www.osc.ca/en/securities-law/orders-rulings-decisions/asian-infrastructure-investment-bank-notice-correction | The Securities Commission issued a correction regarding a previously published decision involving the Asian Infrastructure Investment Bank, dated March 4, 2022. The correction, published on March 24, 2022, addresses an error in the titles of the signatories. The correct titles for the signatories are Tim Moseley, Vice-Chair of the Ontario Securities Commission, and Mary Anne De Monte-Whelan, Commissioner of the Ontario Securities Commission. This correction ensures that the official record accurately reflects the positions held by the individuals who signed the decision. The relevant laws or regulations that underpin the outcome of the decision itself were not specified in the provided text, but the correction is likely a matter of administrative accuracy and does not affect the substance of the decision. |
| 38.387 | 2022-04-08 | Common Wealth Pension Services Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1)(a), 53, 74(1) and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/common-wealth-pension-services-inc-0 | The Securities Commission has issued a decision regarding the exemption from dealer registration and prospectus requirements for capital accumulation plan (CAP) sponsors, portfolio managers, and mutual funds, including exchange-traded funds (ETFs), when trading mutual fund securities to tax-assisted and non-tax-assisted CAPs. The decision revokes and replaces a previous decision, expanding the definition of "Fund" to include ETFs. Key points from the decision include: 1. The dealer registration requirements will not apply to the Filer or any Plan Sponsor of a CAP or Non-Tax Assisted CAP that uses the Filer's services, subject to certain conditions. 2. The prospectus requirements will not apply to the distribution of securities of Funds to CAPs or Non-Tax Assisted CAPs sponsored by the Plan Sponsor, also subject to conditions. 3. The decision is based on the Filer's representations, including that it provides non-discretionary advice and does not engage in discretionary decision-making for the Plans or Member accounts. 4. The decision includes conditions such as the Plan Sponsor selecting the Funds, providing Members with information about the Funds, and providing performance information and investment decision-making tools. 5. The decision also sets limits on contributions to Non-Tax Assisted CAPs, based on the difference between the maximum amount that could be contributed under the CAP and the maximum dollar limit provided in the Income Tax Act (Canada). 6. The decision will terminate upon the coming into force of a registration exemption or prospectus exemption for trades in a security of a mutual fund to a CAP, or 90 days after a notice indicating that no such rule will be made. The decision is grounded in the Securities Act (Ontario) and is informed by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, Multilateral Instrument 11-102 Passport System, and National Instrument 81-102 Investment Funds. |
| 38.386 | 2022-04-11 | Engagement Labs Inc. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/engagement-labs-inc | The Securities Commission has granted an order for Engagement Labs Inc. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer. The key considerations for the decision included the fact that Engagement Labs Inc. was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide, there was no public trading of its securities on any marketplace, and the company was not in default of any securities legislation. The Ontario Securities Commission, serving as the principal regulator, determined that Engagement Labs Inc. met the legislative requirements to cease being a reporting issuer, and therefore, the order was granted. |
| 38.384 | 2022-04-14 | Sunora Foods Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sunora-foods-inc | The Ontario Securities Commission has granted an order for Sunora Foods Inc. to cease being a reporting issuer. The decision was based on the company's application and representations that it met specific criteria outlined in subclause 1(10)(a)(ii) of the Securities Act (Ontario). Sunora Foods Inc. confirmed that it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. The Commission concluded that granting this order would not be against the public interest. |
| 38.382 | 2022-04-18 | Sustainable Real Estate Dividend Fund | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1), 74(1), and (1.1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sustainable-real-estate-dividend-fund | The Ontario Securities Commission granted an exemption to a closed-end investment trust, Sustainable Real Estate Dividend Fund (the Filer), from the prospectus requirement for the resale of its repurchased or redeemed securities prior to its conversion to a mutual fund. The exemption is subject to certain conditions and is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53(1), 74(1), and (1.1). The Filer, an unincorporated closed-end investment trust established in Ontario, is not a mutual fund under the legislation and is a reporting issuer in all Canadian provinces. The Filer's units are listed on the Toronto Stock Exchange (TSX), and it is managed by Middlefield Limited. The Filer has the right to repurchase units under a Mandatory Purchase Program if unit prices fall below a certain threshold and a Discretionary Purchase Program at market prices. Additionally, the Filer offers Monthly and Annual Redemption Programs for unit holders, with the possibility of Additional Redemptions under certain conditions. The Filer sought to resell units repurchased or redeemed through these programs without a prospectus, which would normally be required for such a distribution. The resale would occur after a four-month holding period and would not exceed 5% of the outstanding units at the start of the calendar year. The Filer also committed to ensuring that the resale of units would not significantly impact the market price and that unsold units would be canceled after 16 months. The exemption was granted on the condition that the Filer complies with applicable securities legislation and Exchange regulations, adheres to the resale provisions of National Instrument 45-102 Resale of Securities as if it were a selling security holder, and follows through with the representations made regarding the impact on market price, the cancellation of unsold units, and the limitation on the number of units resold. |
| 38.379 | 2022-04-20 | Hochschild Mining Brazil Holdings Corp. (formerly Amarillo Gold Corporation) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hochschild-mining-brazil-holdings-corp-formerly-amarillo-gold-corporation | The Securities Commission has granted an application by a corporation, previously known as Amarillo Gold Corporation, for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The key points leading to this decision include: 1. The corporation is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The corporation has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The corporation is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the corporation met the legislative requirements to cease being a reporting issuer. The decision was supported by the corporation's compliance with relevant securities legislation and the limited number of its security holders. |
| 38.380 | 2022-04-20 | Alcanna Inc. | Securities Act, R.S.A., 2000, c.S-4, s. 153. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/alcanna-inc | The Securities Commission has granted an application by a company for it to cease being a reporting issuer in Canada. The company is not a reporting issuer in the U.S. over-the-counter markets and has fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. Its securities are not traded on any public marketplace. The company is not in default of any securities legislation. The decision is based on the securities legislation of Alberta and Ontario, specifically section 153 of the Securities Act (R.S.A. 2000, c.S-4), and is supported by the facts presented by the company. The Alberta Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. Relevant instruments include National Policy 11-206, Multilateral Instrument 11-102 Passport System, and National Instrument 21-101 Marketplace Operation. The outcome is that the company is no longer a reporting issuer in any Canadian jurisdiction. |
| 38.376 | 2022-04-21 | Canada Life Investment Management Ltd. | National Instrument 81-102 Investment Funds, s. 1 5.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd-1 | The Securities Commission has granted an exemption to a mutual fund manager (the Filer) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding the use of performance ratings and awards in sales communications. Specifically, the Filer sought relief from paragraphs 15.3(4)(c) and (f) of NI 81-102, which restrict the reference to performance ratings or rankings in sales communications unless they match the standard performance data periods and are within certain time frames from the rating date. The exemption allows the Filer to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in sales communications for their mutual funds, subject to conditions. These conditions include providing specific disclosures about the awards or ratings, ensuring that the referenced awards have not been given more than 365 days prior to the sales communication, and that the ratings are based on comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision is based on the view that these ratings and awards provide valuable, objective insights to investors and are not misleading. The exemption is granted under section 19.1 of NI 81-102, facilitated by the passport application process outlined in Multilateral Instrument 11-102 Passport System, with the Ontario Securities Commission acting as the principal regulator. The exemption is subject to the conditions outlined to ensure compliance with the spirit of NI 81-102 and investor protection. |
| 38.377 | 2022-04-21 | Franklin Templeton Investments Corp. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-17 | The Securities Commission has granted an exemption to investment funds managed by Franklin Templeton Investments Corp., allowing them to invest up to 10% of their net assets in certain Irish and Luxembourg mutual funds. These foreign funds are subject to UCITS (Undertakings for Collective Investment in Transferable Securities) rules, which are comparable to Canadian regulations. The exemption is conditional on the foreign funds maintaining investment restrictions and practices similar to those in Canada, and the Canadian funds must comply with section 2.5 of National Instrument 81-102 when investing in these foreign funds. The exemption replaces a previous decision and is contingent upon the regulatory regime of the foreign funds not undergoing any material changes. The decision is based on the belief that such investments are in the best interests of the Canadian funds, providing efficient, cost-effective diversification and exposure to global markets. |
| 38.378 | 2022-04-21 | BRP Inc. | Securities Act (Québec), s. 263. Multi-lateral Instrument 61-101 respecting Protection of Minority Security Holders in Special Transactions, s. 3.4. National Instrument 62-104 respecting Take-Over Bids and Issuer Bids and Item 8 of Form 62-104F2, ss. 2.32, 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brp-inc-2 | The Securities Commission has granted BRP Inc. an exemption from the requirement that an issuer must take up all shares deposited under an issuer bid before extending the offer, as stipulated in Section 2.32 of Regulation 62-104. This decision is contingent on the company's compliance with certain conditions, including taking up and paying for shares in the manner described, eligibility to rely on the Liquid Market Exemption, and adherence to the requirements of Regulation 14E. BRP Inc. proposed a modified Dutch auction to repurchase up to $250,000,000 of its subordinate voting shares within a specified price range. The exemption allows BRP Inc. to determine the final purchase price after considering all shares tendered during the initial offer and any extension period, without first taking up all shares deposited before extending the offer. The decision is based on representations from BRP Inc., including details of the auction process, funding of the offer, and the intention to rely on the Liquid Market Exemption from the formal valuation requirements under Regulation 61-101. The company confirmed a liquid market for its shares and provided a Liquidity Opinion from RBC Dominion Securities Inc. The decision was made by the Autorité des marchés financiers as the principal regulator, and it also represents the decision of the securities regulatory authority in Ontario. The exemption is subject to the company's compliance with the conditions and applicable securities laws. |
| 38.375 | 2022-04-22 | Pretium Resources Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pretium-resources-inc-0 | The Securities Commission has granted an order for the issuer to cease being a reporting issuer. The issuer, after being acquired by Newcrest Mining Limited through a statutory plan of arrangement, has fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide. The issuer's securities are no longer listed on any stock exchange and are not traded on any marketplace. Although the issuer failed to file certain continuous disclosure documents by the required deadline, this default occurred post-arrangement and did not disqualify the issuer from ceasing to be a reporting issuer. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 38.370 | 2022-04-25 | Royal Bank of Canada | Securities Act, R.S.O. 1990 c. S.5, as am., ss. 107(2) and 144. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/royal-bank-canada-4 | The Securities Commission has decided to revoke previously granted exemptive relief from insider reporting requirements for certain insiders of an issuer selling common shares under an automatic securities disposition plan (ASDP). This decision is based on the guidance provided in CSA Staff Notice 55-317, which emphasizes transparency in insider trading and good corporate governance. The Commission determined that maintaining public confidence in the fairness of capital markets is paramount, and thus, revoking the relief aligns with this objective. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 107(2) and 144, and National Instrument 55-104 Insider Reporting Requirements and Exemptions, section 3.3. The Autorité des marchés financiers acted as the principal regulator in this coordinated review application across multiple jurisdictions. The revocation is not considered to be prejudicial to the public interest and meets the legislative requirements for such a decision. |
| 38.372 | 2022-04-25 | Kinross Gold Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107(2) and 144. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kinross-gold-corporation-0 | The Securities Commission has decided to revoke previously granted exemptive relief from insider reporting requirements for certain insiders of an issuer who sell common shares under an automatic securities disposition plan (ASDP). This decision is based on the principles outlined in CSA Staff Notice 55-317, which emphasizes transparency and good corporate governance in the use of ASDPs. The Commission believes that maintaining the relief would be inconsistent with these principles and could impact public confidence in the fairness of capital markets. The revocation aligns with the regulatory framework under the Securities Act and National Instrument 55-104, which govern insider reporting requirements and exemptions. The decision was made in the interest of the public and reflects the consensus of the Decision Makers in multiple jurisdictions, with the Ontario Securities Commission acting as the principal regulator. |
| 38.369 | 2022-04-26 | 13487369 Canada Inc. and Lakeview Hotel Investment Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/13487369-canada-inc-and-lakeview-hotel-investment-corp | The Securities Commission has granted an application for an issuer, previously known as Lakeview Hotel Investment Corp. (LHIC), to cease being a reporting issuer. The decision is based on the following key points: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Manitoba Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the issuer has successfully ceased to be a reporting issuer under the relevant securities legislation. |
| 38.365 | 2022-04-27 | PIMCO Canada Corp. | National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pimco-canada-corp-8 | The Securities Commission has granted an exemption to a group of alternative mutual funds from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement normally prevents the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund. The decision was influenced by several factors: 1. The Filer, a corporation managing the funds, is in good regulatory standing. 2. The alternative mutual funds share operational and administrative features with conventional funds. 3. Consolidating prospectuses would streamline disclosure and reduce costs. 4. Investors would still receive the necessary fund facts documents. 5. The consolidation aligns with practices allowed for exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements (NI 41-101), promoting consistency across fund types. The exemption aims to facilitate easier comparison for investors and ensure consistent changes to fund features when necessary. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and it is intended to be relied upon in other Canadian jurisdictions through Multilateral Instrument 11-102 Passport System. |
| 38.366 | 2022-04-27 | Noront Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/noront-resources-ltd | The Securities Commission has approved an application by a company (the Filer) for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision is based on several key representations made by the Filer: 1. The Filer is not classified as an OTC reporting issuer. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The decision is grounded in the securities legislation of Ontario, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended, and is informed by National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria to cease being a reporting issuer and has granted the requested order. |
| 38.363 | 2022-04-28 | Desjardins Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-investments-inc-3 | The Securities Commission granted an exemption to investment funds managed by Desjardins Investments Inc., including the Desjardins Societerra Emerging Markets Bond Fund and future funds managed by the Filer or its affiliates, from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds. This exemption allows the funds to invest beyond the usual 10% limit of net assets in debt securities issued or guaranteed by foreign governments or supranational agencies, subject to conditions. Under the exemption, a fund may invest up to 20% of its net asset value in AA-rated debt securities of any single foreign issuer and up to 35% in AAA-rated debt securities of any single foreign issuer. These investments must be consistent with the fund's fundamental investment objectives and traded on a mature and liquid market. The funds' prospectuses must disclose the risks associated with such concentration and the details of the exemption, including the conditions imposed and the types of securities covered. The decision is based on the belief that this flexibility will enable funds to better achieve their investment objectives, benefiting investors. The exemption is contingent on the funds maintaining investment objectives and strategies that allow for a majority investment in fixed income securities, including those of foreign governments. The decision was made under the authority of section 19.1 of National Instrument 81-102, which is part of the securities legislation governing investment funds, and is consistent with the public interest and the best interests of the funds. |
| 38.360 | 2022-04-29 | Capstone Mining Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capstone-mining-corp-1 | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer. The issuer is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. No securities are traded on any marketplace, and the issuer is not in default of securities legislation, except for not filing certain continuous disclosure documents. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer has completed a statutory plan of arrangement, becoming a wholly-owned subsidiary and delisting its shares from the Toronto Stock Exchange. The simplified procedure under National Policy 11-206 was not applicable due to the filing default, but the order was granted as the issuer met all other requirements. |
| 38.361 | 2022-04-29 | Verano Holdings Corp. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.2, 3.3 and 5.1. National Instrument 51-102 Continuous Disclosure Obligations, ss. 5(1) and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/verano-holdings-corp | The Securities Commission has granted an issuer, which is not yet an SEC issuer but anticipates becoming one, exemptions from certain Canadian financial reporting requirements. The issuer has filed a registration statement with the SEC and, if it becomes effective, will be classified as an SEC issuer. The exemptions allow the issuer to: 1. Prepare its annual financial statements for the year ended December 31, 2021, and interim financial statements for the period ended March 31, 2022, in accordance with U.S. GAAP instead of Canadian GAAP. 2. Have its financial statements audited in accordance with U.S. PCAOB GAAS rather than Canadian GAAS. 3. File its management's discussion and analysis (MD&A) in accordance with U.S. standards as opposed to the Canadian Form 51-102F1. The exemptions are contingent on the issuer becoming an SEC issuer by August 29, 2022. If it does not achieve this status by the specified date, the issuer must re-file its financial statements and MD&A in accordance with Canadian standards and issue a news release explaining the nature and purpose of these amended documents. The decision is based on the issuer's representations, including its status as a reporting issuer in Canada, its operations in U.S. state-licensed cannabis facilities, and its securities trading on the Canadian Securities Exchange and in the U.S. The exemptions are granted under the following regulations: - National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, sections 3.2, 3.3, and 5.1. - National Instrument 51-102 Continuous Disclosure Obligations, sections 5(1) and 13.1. The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 38.357 | 2022-05-02 | Green Environmental Technologies Inc. – s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/green-environmental-technologies-inc-s-144 | The Securities Commission has revoked a cease trade order against Green Environmental Technologies Inc. (the issuer) initially issued due to the issuer's failure to file required continuous disclosure materials as mandated by Ontario securities law. The issuer rectified the defaults by updating its continuous disclosure filings. The decision was based on the issuer's compliance with filing audited annual financial statements, management's discussion and analysis (MD&A), and related certificates as per National Instrument 52-109 for certain years, along with other interim financial documents and disclosures. However, some filings from previous years remain outstanding. The issuer has also settled all outstanding fees with the Commission and updated its profiles on SEDAR and SEDI. It has not undergone any material changes in business that have not been disclosed, nor is it involved in discussions for any major corporate restructuring. The issuer provided an undertaking to hold a shareholder meeting within three months of the order's revocation and to adhere to specific conditions for any future restructuring, reverse takeover, or significant acquisition involving non-Canadian businesses. The revocation, under section 144 of the Securities Act, R.S.O. 1990, c. S.5, was deemed not to be prejudicial to the public interest. The issuer is expected to issue a news release and file a material change report on SEDAR regarding the revocation and its future plans. |
| 38.353 | 2022-05-04 | Noront Resources Ltd. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/noront-resources-ltd-0 | The Ontario Securities Commission (OSC) issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Noront Resources Ltd. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision was based on the Applicant's representations that it is an offering corporation with its head office in Ontario, has no plans to seek public financing through securities offerings, and that it was previously granted an order that it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission determined that granting this order would not be against the public interest. The order was dated May 4, 2022. |
| 38.354 | 2022-05-04 | Steel Reef Infrastructure Corp. | National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), ss 2.2(1) and 7.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/steel-reef-infrastructure-corp-0 | The Securities Commission has granted an exemption to a corporation from the requirement to file issuer bid documents electronically through the System for Electronic Document Analysis and Retrieval (SEDAR). The corporation, governed by the Business Corporations Act (Alberta) and headquartered in Calgary, Alberta, is not a reporting issuer in any Canadian jurisdiction and is not in default of any securities legislation. The corporation intends to make an issuer bid in multiple Canadian provinces but, without the exemption, would be required to file the bid documents electronically as per National Instrument 13-101 (NI 13-101). The corporation has more than 50 beneficial owners of the securities class subject to the bid and cannot rely on the exemption in section 4.9 of NI 62-104. It plans to rely on section 4.11 of NI 62-104 in Manitoba and Quebec. The exemption was granted on the condition that the corporation files the issuer bid documents in the specified jurisdictions as directed by the staff of the Alberta Securities Commission. The decision is based on the corporation meeting the test set out in the relevant legislation, which includes National Instrument 13-101 and National Instrument 62-104 regarding take-over bids and issuer bids. The Alberta Securities Commission is the principal regulator for this application, and the decision also reflects the agreement of the securities regulatory authority in Ontario. |
| 38.355 | 2022-05-04 | Imperial Oil Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.26, 6.1 and 2.32(4). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imperial-oil-limited-2 | The Securities Commission has granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares (the Shares) via a modified Dutch auction. The exemptions pertain to: 1. The proportionate take-up requirements in section 2.26 of National Instrument 62-104 Take-over Bids and Issuer Bids (NI 62-104), which normally require shares to be taken up and paid for on a pro rata basis. 2. The related disclosure requirements in Item 8 of Form 62-104F2 Issuer Bid Circular for the issuer bid circular. 3. The extension take-up requirement in subsection 2.32(4) of NI 62-104, which restricts extending an issuer bid unless all securities deposited and not withdrawn are first taken up. The Filer, headquartered in Alberta, is a reporting issuer in Canada with Shares listed on the Toronto Stock Exchange and NYSE American. Exxon Mobil Corporation owns approximately 69.6% of the Filer's issued and outstanding Shares. The Filer's Offer aims to purchase Shares up to an aggregate purchase price of $2,500,000,000, with the purchase price per Share to be determined within a specified range through a modified Dutch auction. Shareholders can tender their Shares in various ways, including auction tenders, purchase price tenders, and proportionate tenders. The exemption allows the Filer to determine the final purchase price after the initial expiry of the Offer, considering all Shares tendered during any extension period. This is necessary because the Filer cannot know all Auction Prices at the initial expiry, which would prevent it from taking up Shares at that time. The Filer intends to rely on the liquid market exemption from the formal valuation requirements under Multilateral Instrument 61-101 and will include a Liquidity Opinion in the Circular confirming a liquid market for the Shares. The decision is contingent on the Filer taking up and paying for the Shares as described, being eligible to rely on the Liquid Market Exemption, and complying with Regulation 14E of the United States Securities Exchange Act of 1934. The Alberta Securities Commission is the principal regulator for this application, and the decision also represents the decision of the Ontario securities regulatory authority. The Filer has notified that it will rely on Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions, excluding Alberta and Ontario. |
| 38.356 | 2022-05-04 | Vigil Health Solutions Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vigil-health-solutions-inc | The Securities Commission has granted an order for Vigil Health Solutions Inc. to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on the following key points: 1. Vigil Health Solutions Inc. is not classified as an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or internationally where trading data is reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in violation of any securities legislation in any jurisdiction. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The decision was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order meets the legislative requirements for the company to cease being a reporting issuer. |
| 38.352 | 2022-05-05 | Silver Lake Ontario Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/silver-lake-ontario-inc-0 | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Silver Lake Ontario Inc., previously known as Harte Gold Corp., is deemed to have ceased offering its securities to the public. This decision is based on the application and representations made by the Applicant, which include: 1. The Applicant is incorporated in Ontario and is an offering corporation as per the OBCA. 2. The Applicant has no plans to seek public financing through securities offerings. 3. The Applicant has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC determined that granting this order would not be against the public interest. The decision was made on May 5, 2022, and ensures that the Applicant is no longer subject to the public offering requirements of the OBCA. |
| 38.351 | 2022-05-06 | Vinci S.A. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vinci-sa-5 | The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, VINCI S.A., to Canadian employees. The offering could not use the standard employee exemption as the shares were offered through special purpose entities (FCPEs) rather than directly by the issuer. The FCPEs are regulated by the French securities regulator, and Canadian participants will receive appropriate disclosure documents. The decision allows Canadian employees to trade units of temporary FCPEs and shares of VINCI S.A. upon redemption of units or receipt of bonus shares without the issuer or its related entities needing to meet prospectus and dealer registration requirements. The exemption is subject to conditions, including that the issuer remains a foreign issuer, is not a reporting issuer in Canada at the time of the trade, and that trades occur outside of Canada or to a person outside Canada. The exemption is based on several factors: the voluntary nature of employee participation, the de minimis number of Canadian participants and their share ownership, the lack of a Canadian market for the securities, and the provision of French and English disclosure documents to Canadian participants. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 25, 53, and 74(1), National Instrument 45-106 Prospectus Exemptions, and National Instrument 45-102 Resale of Securities. The decision is time-limited, applying to the 2022 offering and any subsequent offerings within five years, provided the conditions are met. |
| 38.350 | 2022-05-09 | PenderFund Capital Management Ltd. and Pender Alternative Absolute Return Fund | National Instrument 81-102 Investment Funds, ss. 2.6, 2.6.1, 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd-and-pender-alternative-absolute-return-fund | The Securities Commission has granted an exemption to an alternative mutual fund managed by Penderfund Capital Management Ltd. from certain restrictions on short selling and cash borrowing as stipulated in National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows the fund to engage in short selling and cash borrowing up to a combined limit of 100% of the fund's net asset value (NAV), surpassing the standard 50% limit. The decision is based on the fund's investment strategy, which includes the use of short selling and cash borrowing beyond the standard limits to achieve its objective of maximizing absolute returns with low volatility. The fund is permitted to invest in various asset classes and can leverage up to 300% of its NAV. The exemption is conditional upon the fund's adherence to the investment objectives and strategies, compliance with the leverage limit, and the inclusion of specific disclosures in the fund's prospectus regarding its ability to engage in short selling and cash borrowing beyond the standard limits. The decision is supported by the fund's risk management policies and procedures, which address the risks associated with short selling and cash borrowing. The fund must also maintain proper books and records for these transactions. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario. The exemption is evidence of the decision of the securities regulatory authority in Ontario. |
| 38.347 | 2022-05-11 | Columbia Care Inc. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 8.1(1) and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/columbia-care-inc-0 | The Securities Commission has granted an exemption to a corporation from the requirement to obtain separate minority approval from holders of its common shares and proportionate voting shares for a proposed business combination transaction. The exemption is based on the rationale that the two classes of shares were intended to be identical except for the proportionate rights, and there is no difference in interest between the holders of each class in connection with the transaction. The exemption is contingent on several safeguards, including the establishment of an independent committee, obtaining fairness opinions, and approval by the Court. The relevant laws underpinning the outcome include Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, specifically sections 8.1(1) and 9.1(2). The decision also references the Business Corporations Act (British Columbia) and the corporation's constating documents, which provide that shareholders will vote as a single class except in certain circumstances not present in the proposed transaction. The exemption allows for the minority approval to be obtained from all disinterested shareholders voting together as a single class, provided that specific mechanisms are implemented and remain in place, including holding a special meeting, preparing and delivering an information circular in accordance with securities law, and including fairness opinions in the information circular. |
| 38.348 | 2022-05-11 | Josemaria Resources Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/josemaria-resources-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. The issuer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also represents the decision of the securities regulatory authority in Ontario. The order meets the legislative test for ceasing to be a reporting issuer, as per the relevant securities legislation. |
| 38.349 | 2022-05-11 | Columbia Care Inc. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 8.1(1) and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/columbia-care-inc-1 | The Securities Commission has granted an exemption to a corporation (the Filer) from the requirement to obtain separate minority approval from holders of its common shares and proportionate voting shares for a proposed business combination transaction (the Arrangement). The Filer is a British Columbia corporation primarily engaged in the production and sale of cannabis and is a reporting issuer in all Canadian provinces and territories except Quebec. The exemption is based on the rationale that the two classes of shares were intended to be identical except for their proportionate voting, dividend, and liquidation rights. There is no difference in interest between the holders of each class in connection with the Arrangement, and both classes are not affected differently by the transaction. The Filer's constating documents and applicable corporate statute typically allow shareholders to vote as a single class except in certain circumstances, which are not present in this case. The exemption is conditional upon several safeguards, including the establishment of an independent committee, obtaining fairness opinions, and approval by the Court. The Filer must also hold a special meeting where disinterested shareholders, excluding certain related parties, vote as a single class. The fairness opinions must be included in full in the information circular provided to shareholders. The exemption is granted under section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, which is designed to ensure fair treatment of all security holders in transactions like business combinations. The decision was made by the Ontario Securities Commission, which serves as the principal regulator for this application, and the exemption applies across multiple Canadian jurisdictions. |
| 38.344 | 2022-05-12 | CIBC Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-14 | The Securities Commission granted an exemption to alternative mutual funds managed by CIBC Asset Management Inc. from certain short selling restrictions outlined in National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to short sell government securities up to 300% of their net asset value (NAV), exceeding the standard limit of 50% of the fund's NAV for short selling and combined cash borrowing. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption applies to the CIBC Alternative Credit Strategy (the Initial Fund) and any future funds with similar short selling strategies (Future Funds). The reasoning behind the exemption includes the effectiveness of the Short Hedging Strategy, which involves taking long positions in corporate bonds and hedging interest rate risk by shorting government bonds. The Commission agreed that this strategy is less risky and more efficient than using derivatives to achieve similar leverage. It also acknowledged the high liquidity and lower price volatility of government securities, as well as the regulated nature of financial institutions facilitating short selling. The exemption is subject to conditions, including compliance with other short selling requirements, maintaining the aggregate exposure to short selling, cash borrowing, and specified derivatives within 300% of the fund's NAV, and ensuring that the funds' prospectuses disclose the ability to short sell government securities up to the permitted limit. The decision was based on representations by CIBC Asset Management Inc. that the exemption would be in the best interest of the funds, allowing for effective management of portfolio duration risk and potential for increased returns. The exemption is also contingent on the funds implementing appropriate controls and maintaining proper records for short selling activities. |
| 38.346 | 2022-05-12 | RBC Global Asset Management Inc. | National Instrument 41-101 -- General Prospectus Requirements, ss. 3.1(2) and 19.1. National Instrument 81-102 -- Investment Funds, Parts 9, 10 and 14 and s. 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-23 | The Securities Commission has granted an application from RBC Global Asset Management Inc. for exemptive relief concerning funds offering both exchange-traded and conventional mutual fund series under a single simplified prospectus. The relief allows the funds to treat these two types of series as if they were separate funds for compliance with certain parts of National Instrument 81-102 - Investment Funds (NI 81-102), specifically Parts 9, 10, and 14, which cover sales and redemptions. The decision also provides technical relief from National Instrument 41-101 - General Prospectus Requirements (NI 41-101), permitting the funds to file a prospectus for exchange-traded fund (ETF) securities in accordance with National Instrument 81-101 - Mutual Fund Prospectus Disclosure (NI 81-101), excluding the requirement to file a fund facts document, and to file an ETF facts document in accordance with Part 3B of NI 41-101. The conditions for the relief include compliance with the filing and disclosure requirements of NI 81-101 and NI 41-101, as well as the inclusion of additional disclosures and information about the decision in the simplified prospectus. The principal regulator, the Ontario Securities Commission, has concluded that the relief meets the necessary legislative tests and has granted the requested relief, subject to the specified conditions. |
| 38.341 | 2022-05-13 | Invesco Canada Ltd. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invesco-canada-ltd-23 | The Securities Commission has granted an exemption to investment funds managed by Invesco Canada Ltd., allowing them to invest up to 10% of their net assets in Luxembourg mutual funds regulated by the Commission de Surveillance du Secteur Financier (CSSF). This exemption supersedes previous decisions from 2012 and 2018, which were specific to certain funds and their ability to invest in particular Luxembourg SICAV Funds. Under National Instrument 81-102 Investment Funds (NI 81-102), Canadian mutual funds are generally restricted from investing in foreign funds that are not subject to the same regulations. However, the Commission has determined that the regulatory framework governing the Luxembourg funds is substantially similar to Canadian requirements, justifying the exemption. The exemption is conditional upon several factors: 1. The investments must be consistent with the Canadian funds' objectives and strategies. 2. The Luxembourg funds must qualify as UCITS (Undertakings for Collective Investments in Transferable Securities) and comply with EU Directives and UCITS Regulations. 3. The Canadian funds must not invest more than 10% of their net assets in the Luxembourg funds, and the Luxembourg funds themselves must not hold more than 10% of their assets in other SICAV Funds. 4. The prospectus for the Canadian funds must include all required disclosures for funds investing in other funds. 5. The exemption will be revoked if there are material changes to the regulatory regime of the Luxembourg funds. This decision allows for greater investment flexibility and potential diversification benefits for Canadian funds, while ensuring that the investments remain within a framework of regulatory oversight comparable to that of Canada. |
| 38.342 | 2022-05-13 | Taiga Gold Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/taiga-gold-corp | The Securities Commission has granted an order for Taiga Gold Corp. (the Filer) to cease being a reporting issuer under the applicable securities laws. The Filer, incorporated under the Business Corporations Act (Alberta), is headquartered in British Columbia and was a reporting issuer in British Columbia, Alberta, Saskatchewan, and Ontario. Following the acquisition of all its common shares by SGO Mining Inc. through a plan of arrangement, and the delisting of these shares from the Canadian Securities Exchange, the Filer sought to cease its reporting issuer status. The Filer met several conditions: it had fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it had no intention of seeking public financing in Canada. Although the Filer was in default for not filing its interim financial statements and related management's discussion and analysis for the period ended March 31, 2022, it was still granted the order to cease being a reporting issuer. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for the application, and the order also represented the decision of the securities regulatory authority in Ontario. The Filer is no longer a reporting issuer in any Canadian jurisdiction following this order. |
| 38.338 | 2022-05-19 | Fidelity Investments Canada ULC and Sterling Mutuals Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 3.2.01 and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-sterling-mutuals-inc | The Securities Commission has granted an exemption to mutual funds managed by Fidelity and distributed by Sterling Mutuals Inc. from the requirement to deliver a fund facts document to investors when they switch from deferred sales charge (DSC) series to initial sales charge (ISC) series due to the prohibition on DSC for mutual fund sales. This exemption is conditional upon the funds not charging an ISC for these transactions, informing investors of their rights and how to obtain the fund facts document, and providing a list of dealers relying on this exemption to the principal regulator. The exemption is based on the rationale that investors are already informed about the differences between the series and that delivering a fund facts document would not provide additional benefit. This decision is in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure and the Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.336 | 2022-05-20 | Vivendi S.E | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vivendi-se | As an AI language model, I do not have direct access to external documents or databases, including specific decisions by the Securities Commission or any other entity. Therefore, I cannot provide a summary of the Vivendi S.E. decision by the Securities Commission without the actual content of the decision. However, if you can provide the key details or excerpts from the decision, I would be happy to help you summarize them. Typically, a summary of a Securities Commission decision would include the following elements: 1. Background information about the case or investigation. 2. The specific allegations or issues under consideration. 3. The applicable laws or regulations, such as securities laws, financial reporting requirements, or anti-fraud provisions. 4. The evidence presented and the arguments made by both the commission's staff and the respondent(s). 5. The commission's analysis and reasoning in reaching its decision. 6. The final decision or order, which may include sanctions, penalties, directives, or dismissals. 7. Any dissenting opinions or additional comments by commission members, if applicable. Please note that without the actual decision text, it is not possible to provide a summary that accurately reflects the content of the Vivendi S.E. decision. If you can provide the text or the main points, I can assist you further. |
| 38.335 | 2022-05-24 | TD Asset Management Inc. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/td-asset-management-inc-et-al-8 | The Securities Commission has granted an exemption to allow the consolidation of the simplified prospectus (SP) of an alternative mutual fund with that of a conventional mutual fund, despite existing regulations typically prohibiting such consolidation. This decision is based on an application by TD Asset Management Inc. on behalf of the existing and future alternative mutual funds it manages, as well as conventional mutual funds for which it or its affiliate acts as the investment fund manager. The exemption is grounded in the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which generally require separate prospectuses for alternative and conventional mutual funds. The rationale for the exemption includes anticipated cost savings, streamlined distribution, and simplified investor comparisons between alternative and conventional funds. The decision also notes that similar consolidation is already permitted for exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements, suggesting a precedent for mutual funds. The decision ensures that investors will continue to receive the necessary fund facts and ETF facts documents, and that the content of these documents will not be affected by the exemption. The exemption was granted after the principal regulator concluded that it meets the test set out in the applicable legislation. |
| 38.330 | 2022-05-25 | Fortress Global Enterprises Inc. (formerly Fortress Paper Ltd.) | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107(2), 144, 171. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fortress-global-enterprises-inc-formerly-fortress-paper-ltd | The Securities Commission has decided to revoke a previously granted exemption from insider reporting requirements for certain insiders of an issuer under an automatic securities disposition plan (ASDP). This exemption had allowed insiders to report trades on an annual basis instead of within 5 days of the trade. The revocation follows a review of ASDPs and the publication of CSA Staff Notice 55-317, which provides guidance on the use of ASDPs aimed at ensuring good corporate governance and transparency. The notice indicated that CSA staff would be unlikely to recommend reporting relief for trades under ASDPs to promote transparency. The Commission determined that the previously granted relief was inconsistent with the principles outlined in the CSA Staff Notice. The decision to revoke the relief was made in the interest of maintaining public confidence in the fairness of capital markets. The relevant laws and regulations include Section 171 of the Securities Act, Section 3.3 of National Instrument 55-104 Insider Reporting Requirements and Exemptions, and the process outlined in National Policy 11-203 for Exemptive Relief Applications in Multiple Jurisdictions. The British Columbia Securities Commission acted as the principal regulator, and the decision also represents the decision of the securities regulatory authority in Ontario. The revocation is not considered prejudicial to the public interest. |
| 38.331 | 2022-05-25 | Great Canadian Gaming Corporation | Securities Act, R.S.O. 1990, c. S.5, ss. 107(2), 144, 171. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/great-canadian-gaming-corporation-3 | The Securities Commission has revoked a previous order that allowed certain insiders of an issuer to report trades conducted under an automatic securities disposition plan (ASDP) on an annual basis, instead of within 5 days of the trade. This revocation aligns with the guidance provided in CSA Staff Notice 55-317, which emphasizes transparency in insider trading and discourages exemptions from insider reporting requirements for ASDP trades. The Commission concluded that maintaining public confidence in the fairness of capital markets necessitated the revocation of the exemptive relief. The decision was made under Section 171 of the Securities Act and Section 3.3 of National Instrument 55-104 Insider Reporting Requirements and Exemptions. The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the position of the securities regulator in Ontario. |
| 38.332 | 2022-05-25 | MYM Nutraceuticals | Securities Act, R.S.O. 1990 c. S.5, as am., ss. 107(2), 171, 144. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mym-nutraceuticals | The Securities Commission has revoked an earlier decision that granted certain insiders of an issuer the ability to report sales of common shares under an automatic securities disposition plan (ASDP) on an annual basis, rather than within the standard 5-day reporting period. This revocation aligns with the principles of transparency and good corporate governance as outlined in CSA Staff Notice 55-317, which discourages insider reporting relief for trades under ASDPs. The Commission determined that maintaining the exemption would be inconsistent with these principles and could impact public confidence in the fairness of capital markets. The revocation is based on the Securities Act, specifically sections 107(2), 171, and 144, and section 3.3 of National Instrument 55-104, which pertain to insider reporting requirements and exemptions. The decision reflects a commitment to upholding the public interest and ensuring the integrity of financial markets. |
| 38.333 | 2022-05-25 | Fortress Global Enterprises Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107(2) and 144. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fortress-global-enterprises-inc | The Securities Commission has decided to revoke the previously granted exemptive relief from insider reporting requirements for certain insiders of an issuer selling common shares under an automatic securities disposition plan (ASDP). This decision is based on the principles outlined in CSA Staff Notice 55-317, which emphasizes transparency and good corporate governance in the use of ASDPs and the reporting of trades. The original relief, granted on February 1, 2011, allowed certain insiders to sell shares without adhering to standard insider reporting requirements. However, the CSA's guidance, published on December 10, 2020, indicated a shift towards greater transparency in insider trading, suggesting that the CSA staff would be unlikely to recommend reporting relief for trades under ASDPs. The revocation reflects the jurisdictions' determination that the original relief is no longer consistent with the current regulatory emphasis on transparency. The decision aims to maintain public confidence in the fairness of capital markets. The revocation was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the British Columbia Securities Commission acting as the principal regulator. The decision aligns with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 107(2) and 144, and National Instrument 55-104 Insider Reporting Requirements and Exemptions, section 3.3. The outcome is that the insiders previously exempted will now have to comply with the standard insider reporting requirements when disposing of their shares under ASDPs. |
| 38.334 | 2022-05-25 | New Placer Dome Gold Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/new-placer-dome-gold-corp | The Securities Commission has granted an application from an issuer to cease being a reporting issuer under Canadian securities legislation. The decision was made based on several key facts: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace or facility in Canada or internationally. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. The order was made in accordance with the test set out in the applicable securities legislation, specifically under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The outcome is that the issuer has ceased to be a reporting issuer in Canada. |
| 38.327 | 2022-05-26 | British Telecommunications Plc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/british-telecommunications-plc | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer in Canada. The issuer, incorporated in England and Wales, is not in default of any UK securities laws and is subject to the Financial Conduct Authority's regulations. The issuer's only publicly traded securities are debt securities listed on the London Stock Exchange, and it has no significant Canadian securityholders or operations. The issuer has not marketed securities to Canadians since 2000, and there is no intention to offer securities in Canada in the future. The issuer has provided an undertaking to deliver the same disclosure to Canadian securityholders as provided in the UK. The decision is based on the issuer not being eligible for simplified or modified procedures for ceasing to be a reporting issuer, as outlined in National Policy 11-206, due to the number of worldwide securityholders and the lack of U.S. securities law compliance. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). |
| 38.328 | 2022-05-26 | Orca Gold Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/orca-gold-inc | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer in Canada. The decision is based on the following key points: 1. The issuer is not an OTC reporting issuer, meaning it is not subject to the reporting requirements for issuers quoted in the U.S. over-the-counter markets as per Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 security holders worldwide. 3. The issuer's securities are not traded on any marketplace in Canada or any other country, ensuring there is no public trading data reported. 4. The issuer is not in default of any securities legislation, except for not having filed certain continuous disclosure documents. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows the issuer to cease its reporting obligations in all Canadian jurisdictions where it was previously a reporting issuer. |
| 38.329 | 2022-05-26 | LaSalle Exploration Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lasalle-exploration-corp | The Securities Commission has granted an order for LaSalle Exploration Corp. to cease being a reporting issuer, based on the application and representations made by the company. The decision is supported by the following key points: 1. LaSalle Exploration Corp. is incorporated in British Columbia and was a reporting issuer in British Columbia, Alberta, and Ontario. 2. The company underwent a plan of arrangement, after which Harfang Exploration Inc. acquired all issued and outstanding shares, making Harfang the sole securityholder. 3. LaSalle's common shares were delisted from the TSX Venture Exchange. 4. The company is not an OTC reporting issuer and has fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. 5. No securities of the company are traded on any marketplace or facility where trading data is publicly reported. 6. LaSalle has no plans to seek public financing through securities offerings. 7. The company is in default for not filing its annual financial statements and related management's discussion and analysis for the fiscal year ended December 31, 2021, as well as the related certificates. 8. The requirement to file these documents arose after the completion of the arrangement with Harfang. 9. Despite the default, the company would have been eligible for the simplified procedure to cease being a reporting issuer if it had not been for the failure to file the required documents. The order is granted under the relevant securities legislation, including the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the decision of the securities regulatory authority in Ontario. The outcome is that LaSalle Exploration Corp. is no longer a reporting issuer in any Canadian jurisdiction. |
| 38.324 | 2022-05-27 | Logica Ventures Corp. | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/logica-ventures-corp | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Logica Ventures Corp., a reporting issuer, after the company remedied its failure to file certain continuous disclosure documents as required by Ontario securities law. The CTO was initially issued due to the company's non-compliance with filing audited annual financial statements, management's discussion and analysis (MD&A), and related certifications for the year ended December 31, 2020. Logica Ventures Corp., a Capital Pool Company, faced delays in its filings due to resignations of key officers and the impact of the COVID-19 pandemic on its operations, including seeking potential acquisition targets. After the CTO was issued, the company also missed filing interim financial statements and MD&As for periods up to September 30, 2021. The company has since updated its continuous disclosure filings as of March 22, 2022, and is now compliant with all disclosure obligations, with no defaults under the CTO or any other requirements of the securities legislation. Logica Ventures Corp. has also provided an undertaking that it will not complete certain transactions involving non-Canadian businesses unless it meets specific filing and prospectus requirements under Ontario securities law. The OSC, satisfied that the company met the conditions for revocation, has lifted the CTO, allowing Logica Ventures Corp. to resume trading. The company has settled all outstanding fees and updated its profiles on SEDAR and other relevant systems. No material changes in the company's business have occurred since the CTO that have not been disclosed. Upon revocation, the company will issue a press release to announce the decision and outline future plans, but it will not file a material change report, considering the revocation not a material change to its business. The decision is grounded in the provisions of Ontario securities law, particularly the National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, and related instruments such as National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, and National Instrument 41-101 General Prospectus Requirements. |
| 38.326 | 2022-05-27 | REEL International | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reel-international | The Securities Commission has granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, REEL International. The exemption was necessary because the offering is made through a special purpose entity (FCPE), not directly by the issuer, which does not align with the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions. Key points include: - The offering is to employees of REEL International's Canadian affiliates, with shares held in a French collective shareholding vehicle (FCPE). - The FCPE is approved by the French Autorité des marchés financiers and is not intended to become a reporting issuer in Canada. - Canadian participants are limited to owning no more than 2.5% of the shares, and their participation is voluntary without employment inducement. - The shares are not listed on any stock exchange in Canada, and there is no expectation of a trading market developing. - The offering includes a five-year lock-up period with certain exceptions, and the participants' potential loss is limited to their contributions. - The FCPE's portfolio is managed by Equalis Capital France, which is also regulated by the French AMF and not a reporting issuer in Canada. - The number of Canadian participants and their share ownership are considered de minimis. The exemption is subject to conditions and is valid for five years from the decision date, provided the circumstances described in the application do not significantly change. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 25(1), 53(1), and 74(1). |
| 38.322 | 2022-05-30 | Virgo CX Inc. | Statute cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74. Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. National Instrument 21-101 Marketplace Operation, s. 1.1. 3. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3. 4. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. 5. OSC Rule 91-507 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/virgo-cx-inc | The Securities Commission granted Virgo CX Inc. (the Filer) time-limited exemptive relief from certain regulatory requirements, subject to conditions, to facilitate the operation of its crypto asset trading platform (CTP) and distribution of Crypto Contracts. The relief includes exemptions from the prospectus requirement, suitability requirement, and trade reporting requirements under the Securities Act and related instruments. Key points of the decision: 1. The Filer is allowed to distribute Crypto Contracts without a prospectus and without conducting trade-by-trade suitability assessments for clients. 2. The relief is conditional on the Filer adhering to investment limits, providing detailed risk disclosures, and fulfilling reporting obligations. 3. The Filer must register as a restricted dealer and seek membership with the Investment Industry Regulatory Organization of Canada (IIROC). 4. The relief is time-limited, expiring two years from the date of the decision. 5. The Filer must comply with all terms, conditions, restrictions, and requirements applicable to registered dealers. 6. The Filer must hold at least 80% of client crypto assets with a qualified custodian and ensure appropriate insurance and risk management practices. 7. The Filer must provide clients with a Risk Statement and obtain electronic acknowledgment of understanding from clients. 8. The Filer must perform an account appropriateness assessment for each client and establish trading limits based on the assessment. 9. The Filer must monitor client activity and provide educational materials on crypto asset trading. 10. The Filer must report aggregate and anonymized account-level data to the Principal Regulator and other securities regulatory authorities regularly. 11. The Filer is not allowed to operate as a marketplace or clearing agency. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments including Multilateral Instrument 11-102 Passport System, National Instrument 21-101 Marketplace Operation, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, OSC Rule 91-506 Derivatives: Product Determination, and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting. The decision emphasizes that it is tailored to the Filer's specific circumstances and should not be viewed as a precedent for other applicants. The objective is to foster innovation while ensuring investor protection and the integrity of the capital markets. |
| 38.323 | 2022-05-30 | Wow Unlimited Media Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/wow-unlimited-media-inc | The Securities Commission granted an order for an issuer, WOW Unlimited Media Inc., to cease being a reporting issuer. The decision was based on several key factors: 1. The issuer is not an OTC reporting issuer. 2. The securities of the issuer are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. No securities of the issuer are traded on any marketplace in Canada or internationally. 4. The issuer has not filed certain continuous disclosure documents but is otherwise not in default of securities legislation. The order was made under the authority of section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer had previously entered into an arrangement agreement resulting in all outstanding shares being acquired by a subsidiary of Genius Brands International, Inc., and the shares were delisted from the TSX Venture Exchange. Despite not filing the required annual financial statements, management's discussion & analysis, and related certificates on time, the issuer was granted relief because the deadline for these filings fell after the completion of the arrangement agreement. The issuer would have been eligible for the simplified procedure under National Policy 11-206 if not for the missed filings. The decision was made by the British Columbia Securities Commission, which acted as the principal regulator, and was also representative of the decision by the securities regulatory authority in Ontario. The issuer was also relying on Multilateral Instrument 11-102 Passport System in Alberta and Quebec. |
| 38.316 | 2022-05-31 | Mackenzie Financial Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-21 | The Securities Commission has granted an application from Mackenzie Financial Corporation, on behalf of certain mutual funds it manages, for an extension of the lapse dates of their prospectuses. The extensions are 80 days for the Mackenzie Series Funds and 137 days for the Laurentian Series Funds, allowing for the consolidation of their prospectuses with those of other funds under the same management to reduce costs and streamline disclosure. This decision is based on subsection 62(5) of the Securities Act (Ontario), which allows for such an extension. The Commission agreed to the extensions as there have been no material changes in the affairs of the funds since the last prospectus, and the current prospectuses still provide accurate information. The extensions will not affect the public interest negatively. The Mackenzie Series Funds' prospectus will now lapse on September 29, 2022, and the Laurentian Series Funds' prospectus on November 25, 2022. This will enable the funds to be offered under a single prospectus alongside other funds with similar operational and administrative features, facilitating easier comparison for investors and reducing the need for multiple renewals within a short timeframe. |
| 38.317 | 2022-05-31 | Hamilton Capital Partners Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-capital-partners-inc | The Securities Commission has granted an extension to the lapse date for the prospectus of mutual fund trusts managed by a certain investment fund manager. This decision allows the manager to incorporate a new fund into the existing prospectus, which currently qualifies units of the existing funds for distribution. The extension is for 62 days beyond the original lapse date of July 8, 2022, effectively setting a new lapse date of September 8, 2022. The extension was sought because the manager is considering adding a new fund to the prospectus, and additional time is needed to finalize, combine, and translate the renewal documentation and disclosure for both the existing funds and the new fund. The manager aims to offer the new fund under the same prospectus to streamline disclosure and facilitate investor comparisons. The commission determined that the extension would not compromise the currency or accuracy of the information in the prospectus, as there have been no material changes in the affairs of the existing funds since the current prospectus was issued. Any material changes would be disclosed as required by law. Investors will continue to receive the most recent ETF Facts documents, and the current prospectus will remain available upon request. The decision was made under subsection 62(5) of the Securities Act (Ontario), which allows for such an extension. The Ontario Securities Commission acted as the principal regulator for this application, and the decision is applicable across multiple Canadian jurisdictions as outlined in the Multilateral Instrument 11-102 - Passport System. |
| 38.319 | 2022-05-31 | Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/newfoundland-power-inc-and-caribbean-utilities-company-ltd | The Securities Commission has granted an exemption to certain filers, allowing them to prepare their financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP) instead of Canadian GAAP applicable to publicly accountable enterprises. This decision is based on the fact that these filers are subsidiaries of Fortis Inc., which is already permitted to file financial statements in U.S. GAAP as an SEC issuer. The exemption is contingent on the filers continuing to have rate-regulated activities and will expire on the earliest of January 1, 2027, the date they cease to have rate-regulated activities, or two years after the International Accounting Standards Board (IASB) publishes a mandatory standard for entities with rate-regulated activities. The decision is made under section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, with the Ontario Securities Commission acting as the Principal Regulator. The exemption also revokes previous similar relief granted to the filers. |
| 38.320 | 2022-05-31 | FortisBC Energy Inc. and FortisBC Inc. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fortisbc-energy-inc-and-fortisbc-inc | The Securities Commission has granted an exemption to FortisBC Energy Inc. and FortisBC Inc. (collectively referred to as the BC Filers) from the requirement to prepare their financial statements in accordance with Canadian GAAP as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, the BC Filers are permitted to use U.S. GAAP for their financial statements. This decision is based on the fact that the BC Filers are subsidiaries of Fortis Inc., which is an SEC registrant and files its consolidated financial statements in U.S. GAAP. The BC Filers have been using U.S. GAAP since 2012 under previous exemptions and have rate-regulated activities. They are not SEC issuers themselves, but if they were, they would be allowed to file financial statements in U.S. GAAP under section 3.7 of NI 52-107. The exemption is subject to termination on the earliest of three events: January 1, 2027; the date the BC Filer ceases to have rate-regulated activities; or the date a mandatory IFRS standard for rate-regulated entities becomes effective, plus two years for implementation. The decision is made under the securities legislation of multiple Canadian jurisdictions and is supported by the fact that it meets the test set out in the legislation for the decision makers to grant such an exemption. |
| 38.321 | 2022-05-31 | FortisAlberta Inc. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fortisalberta-inc | The Securities Commission granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP as per section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, the filer is permitted to use U.S. GAAP, subject to conditions. This decision is based on the fact that the filer is a subsidiary of Fortis Inc., which is an SEC issuer and files its financial statements in U.S. GAAP. The exemption is valid until the earliest of January 1, 2027, the date the filer ceases to have rate-regulated activities, or two years after the IASB publishes a final version of a Mandatory Rate-regulated Standard. The decision is underpinned by the relevant securities legislation and regulations, including National Instrument 52-107 and Multilateral Instrument 11-102 Passport System. |
| 38.313 | 2022-06-02 | TotalEnergies SE | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/totalenergies-se | The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, TotalEnergies SE. The exemption was necessary because the shares were not offered directly by the issuer but through special purpose entities, which could not utilize the standard employee exemption under section 2.24 of National Instrument 45-106 Prospectus Exemptions. Key points include: - The offering is to Canadian employees of related entities of TotalEnergies SE, who meet certain qualifications. - The employees will receive disclosure documents and are not induced to participate by employment expectations. - The special purpose entities are overseen by the French securities regulator. - The market for the issuer's securities does not exist in Canada, and Canadian participation is minimal. - The relief is subject to conditions, including that the first trade of securities acquired must be outside of Canada or to a person outside Canada unless specific conditions are met. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments, including National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities. The Alberta Securities Commission served as the principal regulator, and the decision also applies to Ontario and is intended to be relied upon in Quebec, British Columbia, Nova Scotia, and Prince Edward Island. The relief is valid for the current offering and any subsequent offerings within five years, provided the conditions are met. |
| 38.309 | 2022-06-03 | I.G Investment Management Ltd. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-25 | The Securities Commission granted an exemption to mutual funds managed by IG Investment Management Ltd. (IGIM) to invest in U.S. iShares ETFs that may allocate more than 10% of their net asset value (NAV) in U.S. Money Market Funds. This decision deviates from the standard restriction under paragraph 2.5(2)(b) of National Instrument 81-102 Investment Funds (NI 81-102), which typically limits such investments. The exemption was based on several conditions, including consistency with the top funds' investment objectives, the regulatory status of the U.S. iShares ETFs under the U.S. Investment Company Act, and the disclosure of this exemption in the funds' prospectuses. The Commission's decision was influenced by the similarity between U.S. and Canadian regulations governing money market funds and the oversight provided by the U.S. Securities and Exchange Commission (SEC). The exemption is subject to the condition that the U.S. iShares ETFs will not invest more than 10% of their NAV in other investment funds, except for U.S. Money Market Funds or funds issuing index participation units. The decision ensures no duplication of management or incentive fees and limits potential losses to the amount invested in the U.S. iShares ETFs. The Manitoba Securities Commission acted as the principal regulator, and the decision also applies to Ontario, with IGIM intending to rely on this exemption in multiple Canadian jurisdictions. The decision was made in accordance with the securities legislation of Manitoba and Ontario and is consistent with the test set out in the Legislation for the Decision Maker to make the decision. |
| 38.310 | 2022-06-03 | Macro Enterprises Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/macro-enterprises-inc | The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, which is not named in the summary provided, is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. Additionally, no securities of the issuer are traded on any market in Canada or elsewhere, and the issuer is not in default of any securities legislation except for the non-filing of certain continuous disclosure documents. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer had not filed its annual financial statements and related management's discussion and analysis for the year ended December 31, 2021, nor its interim financial statements for the period ended March 31, 2022, as required under National Instrument 51-102 - Continuous Disclosure Obligations and the certifications required under National Instrument 52-109. Despite the default due to the non-filing of these documents, the issuer would have been eligible for the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications if not for the default. The Commission's decision to grant the order was based on the test set out in the relevant legislation, and the order reflects the decision of the securities regulatory authority or regulator in Ontario as well. |
| 38.308 | 2022-06-06 | RP Investment Advisors LP and the Funds | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(ii), 2.6.1(2) and 19.1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rp-investment-advisors-lp-and-funds | The Securities Commission has granted mutual funds managed by RP Investment Advisors LP (the Filer) an exemption from certain short selling restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This decision allows the funds to increase their short sale exposure to government securities of a single issuer up to 20% of the fund's net asset value (NAV), exceeding the standard 5% limit. Additionally, the funds are exempt from the requirement to hold cash cover of at least 150% of the market value of short-sold securities, a rule typically applied to manage the risks associated with short selling. The rationale for the exemption is to enable the funds to effectively hedge interest rate risks associated with their fixed income investments. The decision acknowledges that government securities are highly liquid and not subject to significant price volatility, thus presenting a quantifiable and manageable risk for short selling compared to other securities. The granted exemptions are subject to conditions that ensure the short sales align with the funds' investment objectives and strategies, and that they are limited to government securities. The funds must maintain appropriate internal controls and record-keeping for short sales and provide full disclosure of the exemption terms in their prospectus. The decision includes the revocation of a previous exemption granted to an existing fund, extending the new exemptions to this fund and any future funds managed by the Filer that fall under the same category and for which the Filer acts as investment fund manager. The legal framework for this decision includes subsections 2.6.1(1)(c)(ii) and 2.6.1(2) of NI 81-102, and section 19.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission as the principal regulator. |
| 38.307 | 2022-06-07 | Nutrien Ltd. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nutrien-ltd | The Securities Commission granted an exemption to a cross-listed issuer, Nutrien Ltd., from certain issuer bid requirements to allow the company to purchase up to 10% of its public float on U.S. markets as part of its normal course issuer bids (NCIBs) through the Toronto Stock Exchange (TSX). This decision is subject to the condition that the bids comply with applicable U.S. laws and Part 6 (Order Protection) of National Instrument 23-101 Trading Rules. The key regulations involved are National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which sets out the framework for issuer bids, and Multilateral Instrument 11-102 Passport System (MI 11-102), which facilitates a coordinated review process for exemptive relief applications in multiple jurisdictions. The exemption was granted based on several factors, including that Nutrien Ltd. is a reporting issuer in good standing in Canada and the U.S., the shares are cross-listed on the TSX and NYSE, and the company's intention to comply with the safe harbor provisions of Rule 10b-18 under the U.S. Exchange Act. The exemption is limited to the acquisition of shares by Nutrien Ltd. pursuant to a current bid or one commenced within 12 months from the date of the decision, and it is contingent on the company meeting specific conditions, such as issuing a press release detailing the terms of the exemption and ensuring that the aggregate number of shares purchased does not exceed certain thresholds. The decision was made by the Financial and Consumer Affairs Authority of Saskatchewan as the principal regulator, and it also represents the decision of the securities regulatory authority in Ontario. The exemption sought by Nutrien Ltd. is intended to be relied upon in several other Canadian provinces as well. |
| 38.304 | 2022-06-09 | TD Global Carbon Credit Index ETF | National Instrument 41-101 General Prospectus Requirements, s. 2.3(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/td-global-carbon-credit-index-etf | The Securities Commission has granted an investment fund an extension of 84 days beyond the standard 90-day period to file a final long form prospectus following the receipt of a preliminary prospectus. This decision was made to allow the fund additional time to secure internal approvals in response to issues identified during the prospectus review process. The fund will not engage in pre-marketing before its launch. The relief from the filing requirement is contingent upon the final prospectus being filed by August 31, 2022, and is supported by National Instrument 41-101 General Prospectus Requirements, specifically subsections 2.3(1.1) and 19.1. The decision was formalized through correspondence from the Ontario Securities Commission, with the exemption to be confirmed upon receipt of the final prospectus. |
| 38.305 | 2022-06-09 | CI Investments Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-34 | The Securities Commission granted an exemption to CI Investments Inc. (CI) from certain provisions of National Instrument 31-103, specifically sections 13.5(2)(b)(ii) and (iii), which generally restrict in-specie transfers between managed accounts and various funds. This exemption allows CI to conduct in-specie subscriptions and redemptions involving managed accounts and pooled funds, as well as between pooled funds and NI 81-102 Funds, subject to conditions. The exemption is based on the rationale that such transfers can enhance portfolio management efficiency and reduce transaction costs for clients and funds. CI, as a portfolio manager, must adhere to specific conditions, including obtaining client consent for managed accounts, ensuring the transactions align with the funds' investment objectives, and valuing transferred securities fairly. Additionally, the exemption mandates record-keeping, oversight by the Chief Compliance Officer, and compliance with the written policies and procedures of CI. The exemption is contingent on CI's compliance with the requirements of National Instrument 81-107 regarding independent review committee approvals for NI 81-102 Funds and ensuring that no undue costs are incurred by the funds or managed accounts, except for nominal administrative charges. The decision underscores the importance of regulatory flexibility to facilitate effective fund management while maintaining investor protection and market integrity. |
| 38.303 | 2022-06-10 | Leucrotta Exploration Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/leucrotta-exploration-inc | The Securities Commission has granted an application by Leucrotta Exploration Inc. for the company to cease being a reporting issuer in Canada. This decision is based on several key factors: 1. Leucrotta Exploration Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. No securities of the company are traded on any marketplace or facility where trading data is publicly reported, in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision, which is in accordance with the securities legislation of Alberta and Ontario, is supported by the fact that the company meets the criteria set out in the legislation for ceasing to be a reporting issuer. The Alberta Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). |
| 38.301 | 2022-06-14 | IA Clarington Investments Inc. and Investia Financial Services Inc | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 3.2.01 and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ia-clarington-investments-inc-and-investia-financial-services-inc | The Securities Commission granted an exemption to a mutual fund manager (the Filer) from the requirement to deliver a fund facts document to investors upon automatic switches of mutual fund securities. This exemption applies when investors are switched from series initially sold under deferred sales charge options to series with equal or lower combined management and administration fees after a minimum holding period. The exemption is contingent on compliance with certain disclosure and notification requirements. The Filer must inform investors about the automatic switches, the lack of delivery of the fund facts document, and provide details on how to obtain the document if desired. Additionally, the Filer must disclose the trailing commission rates and confirm that no additional fees are charged for the automatic switch. The decision is based on the rationale that investors will not experience material changes in their investment except for potential lower fees, and they have already received a simplified prospectus or fund facts document disclosing higher fees for the series initially subscribed to. The exemption is supported by National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically section 3.2.01, which requires the delivery of the fund facts document before the purchase of mutual fund securities, and section 6.1, which allows for exemptions. The decision was made in accordance with the securities legislation of Quebec and Ontario and under the Process for Exemptive Relief Applications in Multiple Jurisdictions. The Autorité des marchés financiers is the principal regulator, and the decision also applies to Ontario. |
| 38.302 | 2022-06-14 | Sanofi | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sanofi-2 | The Securities Commission granted an exemption from the prospectus and registration requirements for trades made in connection with an employee share offering by a French issuer, Sanofi. The exemption was necessary because the offering was made through special purpose entities (FCPEs) rather than directly by the issuer, which is not the standard scenario covered by the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions. Key facts include: - The offering is for Sanofi employees in Canada (Canadian Employees), who are offered shares through FCPEs, a French collective shareholding vehicle. - The FCPEs are registered with the French Autorite des marches financiers (French AMF) and are not intended to become reporting issuers in Canada. - Trades involve units of the FCPEs and shares of Sanofi upon redemption of units by Canadian Participants. - The offering includes a lock-up period of approximately five years, with certain exceptions. - There is no market for Sanofi's securities in Canada, and the number of Canadian participants is minimal. - Canadian participants will receive disclosure documents and are not induced to participate by employment expectations. The outcome is that the Securities Commission granted the requested relief, subject to conditions that include: - Sanofi must be a foreign issuer at the distribution date. - First trades of units or shares must be through an exchange or market outside Canada or to a person or company outside Canada. - The representations made must remain true for any subsequent offering within five years from the decision date. The relevant laws or regulations include: - Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 25, 53, and 74(1). - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. - National Instrument 45-106 Prospectus Exemptions. - National Instrument 45-102 Resale of Securities. - Ontario Securities Commission Rule 72-503 Distributions Outside Canada. The decision was made considering that the exemption meets the test set out in the Legislation for the principal regulator to make the decision. The conditions for the exemption are designed to ensure that the offering does not circumvent Canadian securities laws and that Canadian participants are adequately informed and protected. |
| 38.299 | 2022-06-15 | VPN Technologies Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vpn-technologies-inc | The Securities Commission has decided to fully revoke a cease trade order (CTO) that was previously issued against an issuer for failing to file required continuous disclosure materials as mandated by securities legislation. The issuer, after rectifying the defaults by updating their continuous disclosure filings, applied for the revocation of the CTO in both British Columbia and Ontario. The British Columbia Securities Commission, acting as the principal regulator, along with the Ontario Securities Commission, agreed to the revocation. This decision was made in accordance with the test set out in the applicable securities legislation, specifically under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The revocation reflects the collaborative framework of National Policy 11-207, which facilitates the revocation of cease trade orders in multiple jurisdictions. The outcome is that the issuer is no longer subject to the CTO in either British Columbia or Ontario. |
| 38.300 | 2022-06-15 | Northwest and Ethical Investments L.P. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northwest-and-ethical-investments-lp | The Securities Commission has granted an extension for the lapse date of the prospectus for a group of funds managed by a filer due to an inadvertent delay in filing the required renewal documentation. The filer missed the deadline to file a pro forma prospectus by one day due to a miscalculation. The extension allows the filer to address comments from the regulator, particularly concerning environmental, social, and governance (ESG) considerations, and to prepare and file all necessary documents. The lapse date for the prospectus has been extended by 35 days to July 30, 2022, with no conditions attached. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), which allows for the extension of the lapse date under certain circumstances. The regulator determined that the extension would not compromise the accuracy of the information in the current prospectus or be prejudicial to the public interest. The funds in question are open-ended mutual fund trusts established under Ontario law and are reporting issuers in multiple Canadian jurisdictions. |
| 38.297 | 2022-06-16 | 3iQ Corp. | National Instrument 81-102 Investment Funds, ss. 9.4(2) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/3iq-corp-0 | The Securities Commission granted an exemption to the Filer, on behalf of the Existing ETFs and any future exchange-traded mutual funds managed by the Filer or its affiliate, from subsection 9.4(2) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETFs to accept digital assets, specifically bitcoin or ether, as in-kind subscriptions for fund creation units. The key reasons for this decision include: 1. The ETFs' investment objective is to provide exposure to digital assets, and they hold most of their assets in bitcoin and/or ether. 2. Subsection 9.4(2) of NI 81-102 typically restricts mutual funds from accepting anything other than cash or securities as subscription proceeds. Digital assets do not fall under these categories. 3. Allowing in-kind subscriptions using digital assets will likely result in the trading price of the ETFs' listed securities being more closely aligned with the ETFs' net asset value per listed security. 4. The digital assets used for in-kind subscriptions will be valued according to the ETFs' disclosed valuation principles in their latest prospectus. The exemption is subject to conditions, including that the digital assets must be acquired from a regulated source and delivered directly to the ETF's digital wallet at its custodian or sub-custodian. The decision is based on the test set out in the Legislation, which the principal regulator found to be satisfied. The Ontario Securities Commission is the principal regulator for this application, and the Filer has indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. |
| 38.294 | 2022-06-17 | Imperial Oil Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.5 and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imperial-oil-limited-3 | The Securities Commission has granted Imperial Oil Limited an exemption from the post-bid acquisition restrictions outlined in section 2.5 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows Imperial Oil to repurchase shares from its significant shareholder, Exxon Mobil Corporation, immediately following the expiry of its substantial issuer bid (SIB), in conjunction with a normal course issuer bid (NCIB). The exemption is contingent upon compliance with specific conditions that ensure equal treatment of Exxon Mobil and other shareholders, given U.S. securities law constraints. These conditions include limitations on the number of shares repurchased from Exxon Mobil and the requirement that such repurchases occur only if shares are also purchased from other shareholders on the same day. The exemption was considered necessary to avoid delaying the return of capital to shareholders and to facilitate efficient capital management. The decision was made under the authority of the Alberta Securities Commission, which is the principal regulator for this application, and is also recognized by the securities regulatory authority in Ontario. The exemption is subject to the conditions that Imperial Oil adheres to the established parameters for repurchases from Exxon Mobil. |
| 38.296 | 2022-06-17 | Stone Investment Group Limited – s. 21(b) of Ont. Reg. 398/21 under the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/stone-investment-group-limited-s-21b-ont-reg-39821-under-obca | The Ontario Securities Commission (OSC) has granted consent to Stone Investment Group Limited (the Applicant) to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is in accordance with subsection 21(b) of Ontario Regulation 398/21 made under the OBCA. The Applicant, an offering corporation under the OBCA and a reporting issuer in various Canadian jurisdictions, has an authorized share capital consisting of an unlimited number of common shares, with 25,028,571 shares issued and outstanding as of June 15, 2022. These shares are not listed on any stock exchange. The primary reason for the continuance is to facilitate a series of transactions, including a plan of arrangement with Starlight Investments Capital LP (Starlight), which will result in Starlight acquiring all common shares of the Applicant. Post-transaction, the Applicant will become a wholly-owned subsidiary of Starlight and intends to cease being a reporting issuer in Canada. The OSC's consent follows the Applicant's representations that it is not in default under any provisions of the OBCA, the Securities Act (Ontario), or any other relevant Canadian securities legislation, and is not subject to any related proceedings. The Applicant's management information circular provided details of the proposed continuance and disclosed dissent rights, which were exercised by two shareholders. The continuance was approved by a special resolution with 96.37% of votes in favor at the Shareholders' Meeting. The OSC consented to the continuance as it determined that it would not be prejudicial to the public interest. The decision was made on June 17, 2022. |
| 38.292 | 2022-06-20 | Nuance Communications Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nuance-communications-limited | The Securities Commission has granted an application by Nuance Communications, Inc. for the company to cease being a reporting issuer under the securities laws of Alberta, Ontario, and Quebec. The Alberta Securities Commission served as the principal regulator for the application, with the decision also applying to Ontario and intended to be relied upon in Quebec. The decision was based on several key facts: 1. Nuance Communications, Inc., a Delaware corporation with headquarters in Massachusetts, is a reporting issuer in Alberta, Ontario, and Quebec. 2. Following a merger on March 4, 2022, Microsoft Corporation acquired all issued and outstanding shares of Nuance Communications, becoming its sole shareholder. 3. No Canadian residents held any outstanding debt securities of the company as of March 31, 2022. 4. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 5. The securities are not traded on any marketplace or facility where trading data is publicly reported. 6. The company is not in default of any securities legislation except for failing to file certain financial documents for the quarter ended March 31, 2022. 7. The company could not use the simplified procedure for ceasing to be a reporting issuer due to this default. The Commission concluded that the application met the legislative requirements for the company to cease being a reporting issuer. The relevant laws and regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). |
| 38.291 | 2022-06-21 | GameSquare Esports Inc. | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gamesquare-esports-inc | The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple instruments and rules, subject to conditions. The relief pertains to National Instruments 41-101, 44-101, and 51-102, as well as OSC Rule 56-501. The issuer, a corporation under the Business Corporations Act (Ontario), sought exemptions related to its common shares and newly created proportionate voting shares (PV Shares) following a reclassification aimed at maintaining its status as a foreign private issuer under U.S. securities laws. The exemptions allow the issuer to avoid the restricted security designation for its common shares, despite the existence of PV Shares with multiple voting rights. The conditions for the exemptions include the issuer not having any other restricted securities or shares issued and outstanding other than the common shares, and the requirement for disclosure consistent with the representations made by the issuer. The relief is granted on the basis that the issuer's representations continue to apply and that the disclosure documents filed by the issuer under the relevant instruments reflect the information about the shares as represented. The decision is based on the test set out in the applicable legislation and is contingent upon the issuer meeting the specified conditions. |
| 38.290 | 2022-06-22 | Dream Residential Real Estate Investment Trust | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dream-residential-real-estate-investment-trust | The Securities Commission granted an exemption to a real estate investment trust (REIT) from including certain historical financial statements in its business acquisition report (BAR). The REIT, which operates in multiple Canadian jurisdictions and is listed on the Toronto Stock Exchange, had acquired a portfolio of 16 multi-residential properties, constituting a significant acquisition under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). However, the REIT could not obtain historical financial information for two of the properties. The Commission determined that the missing financial information was not material and that the alternative financial statements proposed by the REIT would be sufficient for investors. The alternative financial statements, which include audited combined carve-out financial statements for the properties it could account for and unaudited pro forma financial statements for the REIT, were prepared in accordance with International Financial Reporting Standards. The exemption was granted under section 13.1 of NI 51-102, provided that the REIT includes the alternative financial statements in its BAR. The decision was based on the principle that the alternative disclosure would be more meaningful to investors than the unavailable historical financial information. This decision was made in accordance with the securities legislation of Ontario and the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. |
| 38.287 | 2022-06-23 | AGF Investments Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-11 | The Securities Commission has granted AGF Investments Inc., the manager of AGF Platform Funds, an exemption from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement typically prohibits the filing of a prospectus more than 90 days after the issuance of a receipt for the preliminary prospectus. The exemption was requested through an application dated June 23, 2022, and is subject to the condition that the prospectus be filed by June 23, 2022. The decision was made under the authority of section 6.1 of NI 81-101, based on the information and representations provided in the application. The outcome allows the Funds to proceed with the filing of their prospectus beyond the standard 90-day period. |
| 38.288 | 2022-06-23 | Mackenzie FuturePath Funds | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-futurepath-funds | The Securities Commission has decided to grant Mackenzie Financial Corporation an exemption from subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This exemption allows the company to file a prospectus for the Mackenzie FuturePath Funds beyond the standard 90-day period following the receipt of the preliminary prospectus, which was dated March 18, 2022. The decision is contingent on the prospectus being filed by June 23, 2022. The exemption was requested under section 6.1 of NI 81-101 and is based on the information and representations provided in the application. The outcome is the issuance of a receipt for the Funds' prospectus by the Director of the Ontario Securities Commission, confirming the exemption. |
| 38.284 | 2022-06-27 | Sedibelo Resources Limited (formerly known as Sedibelo Platinum Mines Limited) – s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sedibelo-resources-limited-formerly-known-sedibelo-platinum-mines-limited-s-144 | The Securities Commission has revoked a cease trade order against an issuer after the issuer rectified its previous failures to file required continuous disclosure materials as mandated by Ontario securities law. The initial cease trade order was issued due to the issuer's failure to submit audited annual financial statements, management's discussion and analysis (MD&A), and related certifications for the year ended December 31, 2013, within the prescribed timeframes under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109). Since the cease trade order, the issuer has updated its filings, including audited annual consolidated financial statements for the years 2013 to 2021, corresponding MD&A, and required NI 52-109 Certificates. However, the issuer has not filed certain proxy materials, executive compensation statements, and corporate governance disclosures for specific years, as well as some press releases. The issuer has paid all necessary fees and is not in default of any other obligations under the Act or related regulations. The Commission, upon reviewing the issuer's application for revocation and considering the public interest, has decided to revoke the cease trade order under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer plans to issue a news release and file a material change report upon revocation and may seek to cease being a reporting issuer in the future. The decision was made on June 27, 2022. |
| 38.285 | 2022-06-27 | Fidelity Investments Canada ULC and Fidelity Inflation-Focused Fund | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-fidelity-inflation-focused-fund | The Securities Commission has granted an exemption to Fidelity Investments Canada ULC (the Filer) on behalf of Fidelity Inflation-Focused Fund (the Fund) under subsection 62(5) of the Securities Act (Ontario). This exemption extends the lapse date of the Fund's current prospectus by 60 days, aligning it with the lapse date of the Filer's primary fund family prospectus, to facilitate consolidation and reduce costs. The Filer, a registered investment fund manager, sought this exemption to streamline the distribution of the Fund's securities and simplify investor comparisons by offering the Fund under a single prospectus with other Fidelity Funds. The Fund shares common operational and administrative features with the Fidelity Funds, and no material changes have occurred since the filing of the current prospectus, ensuring its information remains accurate. The exemption will not prejudice the public interest as the Fund will continue to meet disclosure obligations, including amending the prospectus for any material changes. The decision is based on the test set out in the Legislation, which the principal regulator found to be satisfied. The outcome allows the Filer to prepare a single renewal prospectus for the Fund and the Fidelity Funds, avoiding unnecessary costs and duplication of efforts. |
| 38.283 | 2022-06-28 | Magen Ventures I Inc. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/magen-ventures-i-inc | The Ontario Securities Commission granted an exemption to an issuer from the requirement that audited financial statements must be accompanied by an auditor's report with an unmodified opinion, as per National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. This decision was made in the context of the issuer's acquisition of Trutina Pharmacy Inc., a subsidiary of Grey Wolf Animal Health Inc., and the subsequent need to include Trutina's financial statements in a Filing Statement. The exemption was considered because Trutina's auditors could not provide an unmodified opinion on the inventory balances as of January 1, 2020, due to the lack of prior audits. This led to a modified opinion (scope limitation) on Trutina's financial statements for the year ended December 31, 2020. However, the auditors were able to provide an unmodified opinion for the subsequent period ending August 31, 2021. The exemption was granted under the condition that the Filing Statement includes Trutina's audited financial statements for the year ended December 31, 2020, with the Inventory Qualification as the only modification, and the unmodified audited financial statements for the eight-month period ending August 31, 2021. This decision was based on the test set out in the securities legislation and the guidance provided in Companion Policy 41-101CP to National Instrument 41-101, which allows for qualified opinions on opening inventory if there is a subsequent audited period with an unmodified opinion and the business is not seasonal. |
| 38.281 | 2022-06-29 | Jericho Energy Ventures Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and ss. 5.2, 5.4 and 6.1. National Instrument 51-102 Continuous Disclosure Obligations, ss. 10.1(1)(a), 10.1(4), 10.1(6) and 13.1. National Instrument 41-101 General Prospectus Requirements, ss. 12.2(3), 12.2(4) and 19.1. National Instrument 44-101, Short Form Prospectus Distributions, s. 8.1. Ontario Securities Commission Rule 56-501 Restricted Shares, ss. 2.3(1)(1.), 2.3(1)(3.), 2.3(2) and 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/jericho-energy-ventures-inc | The Securities Commission granted exemptions to a corporation with a dual-class share structure from certain requirements under the securities legislation. This structure was created to maintain the corporation's status as a foreign private issuer under U.S. securities laws. The exemptions allow the corporation to calculate ownership and voting thresholds by combining its two classes of shares—Common Shares and Variable Voting Shares—rather than on a per-class basis. These shares are inter-convertible based on the shareholder's residency status and have identical economic attributes. Key exemptions include: 1. Take-Over Bid Relief (TOB Relief): The corporation is exempt from the requirements in Part 2 of NI 62-104 when calculating the 20% threshold for triggering a take-over bid. 2. Early Warning Relief: The corporation is exempt from the early warning requirements in section 5.2 of NI 62-104, allowing it to calculate ownership thresholds by combining both classes of shares. 3. News Release Relief: The corporation is exempt from the requirement to issue and file a news release under section 5.4 of NI 62-104 when acquiring a 5% ownership during a take-over or issuer bid. 4. Alternative Disclosure Relief: The corporation can disclose information about significant shareholders in its information circular based on the combined total of both classes of shares. 5. Nomenclature Relief: The corporation is allowed to refer to the Variable Voting Shares as such, despite them potentially being considered restricted securities or shares under various instruments. The exemptions are contingent upon the corporation meeting certain conditions, including disclosure of the exemptions and their terms in a news release and in various regulatory filings. The decision is underpinned by several legislative provisions, including: - National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) - National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) - National Instrument 41-101 General Prospectus Requirements (NI 41-101) - Ontario Securities Commission Rule 56-501 Restricted Shares (OSC Rule 56-501) The exemptions were granted based on the corporation's representations and the regulator's satisfaction that the decision meets the test set out in the legislation. |
| 38.282 | 2022-06-29 | Gensource Potash Corporation | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gensource-potash-corporation | The Ontario Securities Commission (OSC) granted consent to Gensource Potash Corporation (the Applicant) to continue from the jurisdiction of Ontario to Saskatchewan under the Business Corporations Act (Saskatchewan). This decision was made in accordance with Section 181 of the Business Corporations Act (Ontario) and subsection 21(b) of Ontario Regulation 398/21. The Applicant, initially formed in Alberta and later re-incorporated in Ontario, sought to relocate its corporate records office to Saskatchewan, where its head office and primary assets, including a potash project, are situated. The company is an offering corporation and a reporting issuer in multiple Canadian provinces, with Saskatchewan as its principal regulator. The OSC's consent followed the Applicant's compliance with relevant corporate and securities legislation, absence of defaults or proceedings under these laws, and overwhelming shareholder approval for the move, obtained during a special meeting where 98.689% of votes supported the resolution. The OSC determined that the continuance would not be prejudicial to the public interest, noting that the rights, duties, and obligations under the Saskatchewan legislation are substantially similar to those in Ontario. The consent was officially given on June 29, 2022. |
| 38.279 | 2022-06-30 | PenderFund Capital Management Ltd. | National Instrument 81-102 Investment Funds, ss. 2.6, 2.6.1, 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd | The Securities Commission has granted an alternative mutual fund exemption from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The fund sought to exceed the standard 50% of net asset value (NAV) limit on short selling and cash borrowing, aiming to reach up to 100% of its NAV for these activities. The exemption is contingent on the fund adhering to a total leverage limit of 300% of its NAV when combining short selling, cash borrowing, and specified derivatives transactions. The fund must still comply with other requirements of NI 81-102 related to short selling and cash borrowing, ensure consistency with its investment objectives and strategies, and disclose the terms of the exemption in its investor materials. If the exemption materially changes the fund's risk rating, the fund will follow applicable securities legislation requirements. This decision revokes a prior order and includes the Pender Alternative Absolute Return Fund (PAARF) and Pender Alternative Arbitrage Plus Fund (PAAF+), as well as any future funds managed by the filer. The British Columbia Securities Commission is the principal regulator, and the decision also applies to Ontario and other Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System. |
| 38.280 | 2022-06-30 | SLGI Asset Management Inc. et al. | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(4), 113, 117(1) and 117(2). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/slgi-asset-management-inc-et-al | The Securities Commission granted exemptive relief to SLGI Asset Management Inc. (SLGI), Sun Life Capital Management (Canada) Inc. (SLC), and their affiliated funds (collectively, the Filers) from certain conflict of interest investment restrictions and reporting requirements under the Securities Act (Ontario) and National Instrument 31-103, as well as from self-dealing restrictions. This relief allows public and private investment funds managed by the Filers to invest in related underlying investments that are not reporting issuers. Key points of the decision include: 1. Relief from the prohibition against an investment fund becoming a substantial securityholder in a related person or company, or investing in an issuer where an officer, director, or substantial securityholder of the fund has a significant interest. 2. Exemption from the requirement for registered advisers to disclose to clients and obtain their written consent before investing in securities of issuers where a responsible person or associate is a partner, officer, or director. 3. Relief from the obligation to report every transaction of purchase or sale of securities with any related person or company. 4. Permission for public investment funds to invest in related underlying private funds that are not reporting issuers and not subject to National Instrument 81-102. The relief is subject to several conditions, including compatibility of investments with the funds' objectives, compliance with illiquid asset restrictions, no duplication of fees, and disclosure to investors. The funds must also adhere to certain investment limits and obtain approval from their independent review committees for such investments. The decision is based on the understanding that these investments will provide efficient and cost-effective portfolio diversification, and that the funds will gain access to the investment expertise and strategies of the underlying investments' managers. The relief is granted with the expectation that the investments will be made in the best interests of the funds and their investors. |
| 38.278 | 2022-07-05 | Novamind Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/novamind-inc | The Securities Commission has granted an application by a company (the Filer) for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the following key points: 1. The Filer is not a reporting issuer in the U.S. over-the-counter markets. 2. The Filer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is currently recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The decision was made under the authority of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer. The outcome is that the Filer is no longer subject to the reporting obligations that apply to public companies in Canada. |
| 38.273 | 2022-07-12 | SLGI Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/slgi-asset-management-inc-2 | The Securities Commission has granted an exemption to investment funds managed by SLGI Asset Management Inc. (SLGI) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption pertains to investments in unregistered fixed income securities, known as 144A Securities, which are traded under Rule 144A of the United States Securities Act of 1933. The exemption allows funds that are qualified institutional buyers (QIBs) to purchase 144A Securities without these securities being considered "illiquid assets" under NI 81-102. Normally, public resales of 144A Securities to non-QIBs are subject to holding periods, which could classify them as illiquid. However, the exemption recognizes that QIBs can trade these securities freely among themselves without holding periods, indicating a level of liquidity not reflected by the standard definition. The decision is based on several conditions: 1. The purchasing fund must be a QIB at the time of purchase. 2. The 144A Securities must not be illiquid under part (a) of the definition in NI 81-102. 3. The securities must be traded on a mature and liquid market. 4. The funds must disclose in their prospectus that they have obtained this exemption. The rationale for the exemption includes the growth and liquidity of the 144A Securities market, the ability of QIBs to trade these securities freely, and the potential for these investments to benefit the funds and their investors. The Commission concluded that granting the exemption would not be prejudicial to the public interest. |
| 38.267 | 2022-07-15 | Points.com Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pointscom-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it had this status. This decision is based on the issuer meeting specific criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities are not traded on any public marketplace, it has requested to cease being a reporting issuer, and it is not in default of any securities legislation. The decision is supported by the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and is consistent with National Policy 11-206 and Multilateral Instrument 11-102. The Ontario Securities Commission, acting as the principal regulator, has determined that the issuer has met the necessary conditions to cease being a reporting issuer. |
| 38.268 | 2022-07-15 | Redline Communications Group Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/redline-communications-group-inc | The Securities Commission has granted an order for Redline Communications Group Inc. to cease being a reporting issuer in all Canadian jurisdictions where it was previously recognized as such. This decision is based on the application submitted by the company and is supported by several key facts: 1. Redline Communications Group Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. No securities of the company are traded on any public marketplace or facility in Canada or elsewhere that reports trading data. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it holds this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the relevant legislation for such an order to be granted. The Ontario Securities Commission, acting as the principal regulator, has approved the application, relying on the Process for Cease to be a Reporting Issuer Applications and Multilateral Instrument 11-102 - Passport System for other Canadian jurisdictions. |
| 38.269 | 2022-07-15 | Algoma Steel Group Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/algoma-steel-group-inc | The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid, as outlined in subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This decision was made in connection with the issuer's modified Dutch auction procedure for repurchasing a portion of its outstanding common shares. The issuer, a reporting issuer in Ontario and a foreign private issuer in the United States, proposed to buy back up to US$400,000,000 of its common shares at a price range of US$8.75 to US$10.25 per share. The issuer intended to fund the buyback from available cash on hand and believed the repurchase would provide value to shareholders and was in the best interests of the company. The exemption was necessary because the issuer could not determine the purchase price per share until all tenders were known, which would not be possible until after the potential extension of the offer. Without the exemption, the issuer would be unable to extend the offer if it was undersubscribed, as the rules would require it to first take up all securities deposited and not withdrawn. The exemption was granted subject to conditions that the issuer takes up and pays for the deposited shares as described in the offer circular, remains eligible for the Liquid Market Exemption under Multilateral Instrument 61-101, and complies with the requirements of U.S. securities laws applicable to the offer. The decision was made by the Ontario Securities Commission, which served as the principal regulator, and the exemption was to be relied upon in multiple Canadian jurisdictions. |
| 38.270 | 2022-07-15 | Algoma Steel Group Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/algoma-steel-group-inc-0 | The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid, under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The issuer, conducting an issuer bid via a modified Dutch auction, sought relief to potentially extend the bid if it was undersubscribed without first taking up all validly deposited securities. This exemption was necessary because the purchase price per share could only be calculated after knowing all tenders, which would not be possible if securities had to be taken up before any extension. The exemption was granted subject to conditions, including that the issuer must take up and pay for the securities in the manner described in their circular, be eligible for the Liquid Market Exemption, and comply with U.S. Securities Exchange Act Rule 13e-4 and Regulation 14E. The issuer's bid was to purchase up to US$400,000,000 of its common shares, with the price range set between US$8.75 and US$10.25 per share. The decision was based on the issuer's representations, including the belief that the bid would provide value to shareholders and that the current trading price did not reflect the company's value. The issuer also confirmed it would not extend the bid if the aggregate purchase price of the shares tendered met or exceeded the maximum purchase amount by the expiration date. The Ontario Securities Commission was the principal regulator for the application, and the issuer intended to rely on section 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The decision was made considering the issuer's compliance with relevant securities legislation and the potential benefits to shareholders. |
| 38.266 | 2022-07-18 | Capital International Asset Management (Canada), Inc. | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4(1), 2.4(2), 2.4(3) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capital-international-asset-management-canada-inc-3 | The Securities Commission granted an exemption to certain investment funds, allowing them to invest in unregistered fixed income securities beyond the usual illiquid asset restrictions. These funds, which are qualified institutional buyers under the U.S. Securities Act of 1933, can now invest in securities traded under Rule 144A, provided they meet specific conditions. The key regulations involved are National Instrument 81-102 Investment Funds (NI 81-102), which sets the standard for illiquid assets, and Rule 144A of the U.S. Securities Act of 1933, which allows certain unregistered securities to be traded among qualified institutional buyers. The decision was based on the reasoning that the market for Rule 144A securities is mature and liquid, and that these securities can be readily traded among qualified institutional buyers without holding periods. This liquidity aligns with the core principle of mutual funds, which is to allow investors to redeem securities on demand. The exemption is subject to conditions that include the fund being a qualified institutional buyer at the time of purchase, the securities not being considered illiquid under part (a) of NI 81-102, and the securities being traded on a mature and liquid market. Additionally, the funds must disclose in their prospectus that they have obtained this exemption. The outcome allows these funds to access a broader range of investment opportunities in the fixed income market, potentially benefiting the funds and their investors without compromising investor protection or market integrity. |
| 38.264 | 2022-07-19 | Gamesys Group Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gamesys-group-limited | The Securities Commission granted an order for Gamesys Group Limited to cease being a reporting issuer under applicable securities laws. This decision was based on the company's application and the following key points: 1. Gamesys Group Limited is incorporated in England and Wales and is a reporting issuer in Ontario, British Columbia, Alberta, Quebec, and New Brunswick. 2. The company's Canadian head office is in Toronto, Ontario. 3. Bally's Corporation acquired all issued and outstanding shares of Gamesys through an arrangement that became effective on October 1, 2021, making Bally's the sole securityholder. 4. Gamesys shares were removed from the London Stock Exchange on October 4, 2021. 5. The company's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 6. No Gamesys securities are traded on any public marketplace. 7. Gamesys does not intend to seek public financing and is not in default of any securities legislation except for continuous disclosure obligations post-Arrangement. 8. The company could not use the simplified procedure for ceasing to be a reporting issuer due to its default in filing continuous disclosure documents. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision was supported by the fact that Gamesys met the legislative requirements for ceasing to be a reporting issuer. |
| 38.265 | 2022-07-19 | Pine Valley Mining Corporation – s. 144(1) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pine-valley-mining-corporation-s-1441 | The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against Pine Valley Mining Corporation. The initial order, which prohibited trading of the company's securities, was put in place due to regulatory concerns and was meant to apply broadly to all trading activities. Upon review, the OSC recognized that the existing restrictions placed Ontario resident shareholders at a disadvantage compared to those in foreign markets who could still trade. In light of this and the harmonization of policies under National Policy 11-207, which allows for certain carve-outs, the OSC concluded that it would not be against the public interest to vary the order. The variation permits beneficial shareholders who are neither insiders nor control persons to sell their securities outside of Canada, provided the sales are made through a foreign organized regulated market and through an investment dealer registered in Canada in accordance with applicable securities laws. This decision is grounded in Section 144(1) of the Ontario Securities Act, which allows for the variation or revocation of cease trade orders under certain conditions. The outcome aims to balance regulatory enforcement with fairness to shareholders, ensuring that those not responsible for the company's regulatory issues are not unduly penalized. The variation order was issued on July 19, 2022. |
| 38.262 | 2022-07-20 | Starlight Capital Corporation (formerly, Stone Investment Group Limited) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/starlight-capital-corporation-formerly-stone-investment-group-limited | The Securities Commission has granted an order for Starlight Capital Corporation (formerly Stone Investment Group Limited) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in default of any securities legislation in any jurisdiction. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the company's adherence to the conditions outlined in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, concluded that the company met the legislative requirements to cease being a reporting issuer. |
| 38.263 | 2022-07-20 | Intertape Polymer Group Inc. | Securities Act, R.S.O. 1990, c. S.5, as am, s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/intertape-polymer-group-inc | The Securities Commission has granted an application by a company (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points: 1. The Filer is not an OTC reporting issuer under specific regulations. 2. The Filer's securities, including debt, are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the securities legislation of the relevant Canadian jurisdictions, specifically referencing the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The order confirms that the Filer has met the legislative criteria to cease being a reporting issuer, and the Securities Commission has approved the request. |
| 38.259 | 2022-07-22 | Plus Products Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plus-products-inc | The Securities Commission has granted an order for Plus Products Inc. (the Filer) to cease being a reporting issuer in Canada. This decision is based on the application submitted by the Filer and is supported by various facts and circumstances: 1. The Filer underwent a merger with Glass House Brands Inc. and Plus Products Holdings Inc., resulting in the Purchaser becoming the sole securityholder. 2. All outstanding securities of the Filer were cancelled or settled post-merger, and the Filer Shares were delisted from the Canadian Securities Exchange. 3. The Filer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading on any marketplace. 4. The Filer has no plans for public financing and is not in default of securities legislation, except for failing to file certain financial statements and related documents due to the timing of the merger. 5. Despite not being eligible for the simplified procedure due to the filing failure, the Filer would have qualified if not for this issue. The order is supported by the relevant laws and regulations, including the Securities Act (R.S.O. 1990, c. S.5, as amended) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the position of the securities regulatory authority in Ontario. |
| 38.260 | 2022-07-22 | Frontera Energy Corporation | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/frontera-energy-corporation | The Alberta Securities Commission, acting as the principal regulator under the Multilateral Instrument 11-102 Passport System, granted Frontera Energy Corporation (the Filer) an exemption from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) in connection with its proposed purchase of a portion of its outstanding common shares through a formal issuer bid (the Offer). The exemptions granted are from: 1. The Proportionate Take Up Requirement (Section 2.26 of NI 62-104), which mandates that shares deposited pursuant to the Offer must be taken up and paid for on a pro rata basis. 2. The Proportionate Take Up Disclosure Requirement (Item 8 of Form 62-104F2), which requires disclosure of the pro rata take up and payment in the issuer bid circular. 3. The Extension Take Up Requirement (Section 2.32 of NI 62-104), which prohibits extending the Offer unless all shares deposited and not withdrawn are first taken up if all terms and conditions have been complied with or waived. The Filer's Offer involves a modified Dutch auction with a specified maximum purchase price of $65 million and a price range of $11.00 to $13.00 per share. The Offer is not conditional on financing and will be funded from available cash on hand. Shareholders can tender their shares through an auction tender, a purchase price tender, or a proportionate tender. The purchase price will be determined after considering all valid tenders, with provisions for odd lot tenders and pro rata purchases if the aggregate purchase price exceeds the specified maximum. The Filer's board has determined the Offer to be in the best interests of the company. The Filer may extend the Offer without taking up all shares if the aggregate purchase price for validly tendered shares is less than or equal to the specified maximum. The Filer intends to rely on the Liquid Market Exemption from the formal valuation requirements under Multilateral Instrument 61-101, supported by a liquidity opinion confirming a liquid market for the shares. The exemption is conditional on the Filer taking up and paying for shares as described and being eligible to rely on the Liquid Market Exemption. The decision is based on the Filer's representations and is consistent with the test set out in the applicable securities legislation. |
| 38.258 | 2022-07-25 | Picton Mahoney Fortified Core Bond Fund and Picton Mahoney Asset Management | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/picton-mahoney-fortified-core-bond-fund-and-picton-mahoney-asset-management | The Securities Commission has decided to grant an exemption to Picton Mahoney Asset Management (PMAM), the investment fund manager of the Picton Mahoney Fortified Core Bond Fund, from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This subsection typically prohibits the filing of a prospectus more than 90 days after the receipt date of the preliminary prospectus. The exemption is conditional upon the prospectus being filed no later than November 9, 2022. This decision is based on the information and representations provided in PMAM's application and is intended to facilitate the issuance of a receipt for the Fund's prospectus. The regulatory framework for this exemption is section 6.1 of NI 81-101, which allows for exemptive relief applications in certain circumstances. |
| 38.256 | 2022-07-26 | Fractionvest Inc. | : Statutes Cited Securities Act, R.S.O 1990, c. S.5, as am., s. 25. Instruments Cited National Instrument 45-106 Prospectus Exemptions. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Ontario Securities Commission Rule 72-503 Distributions Outside of Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fractionvest-inc | The Ontario Securities Commission (OSC) granted an Ontario corporation, Fractionvest Inc., exemptive relief from the requirement to register as a dealer under Ontario securities legislation. This decision allows the company to conduct a time-limited pilot test of its innovative business model, which involves using blockchain technology to tokenize and offer fractional ownership in a real estate asset. The pilot test will focus on a single property in the Greater Toronto Area and will be available to a limited number of accredited investors who complete the company's onboarding process. The property will be owned by a special purpose vehicle (SPV), structured as a limited partnership, with token holders becoming limited partners. These token holders will receive distributions of rental income, less expenses. The OSC's decision is based on the recognition of the growth in tokenized real estate businesses and the need to facilitate innovation while protecting investors. The relief is granted under section 25 of the Securities Act (Ontario) and is subject to several conditions, including: - The pilot test is limited to one property and 100 investors. - Only accredited investors can participate. - The maximum investment per investor is $150,000. - The Filer must deal fairly, honestly, and in good faith with investors. - Funds received for token purchases must be held in escrow until the offering amount is raised or the offering period ends. - The Filer cannot facilitate secondary trading of tokens or list them on a marketplace. - Investors have a two-day right of withdrawal and a minimum hold period of two years for the tokens. - The Filer must maintain a centralized register of token holders and provide an offering memorandum to investors. - The Filer must submit an application to become registered within 9 months from the date of the decision. The relief expires 18 months from the date of the decision or when the Filer becomes registered, whichever comes first. The decision is supported by various instruments, including National Instrument 45-106 Prospectus Exemptions, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and Ontario Securities Commission Rule 72-503 Distributions Outside of Canada. |
| 38.257 | 2022-07-26 | QuestEx Gold & Copper Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/questex-gold-copper-ltd | The Securities Commission has granted an order for Questex Gold & Copper Ltd. to cease being a reporting issuer in Canada. This decision is based on the company's application and the following key points: 1. Questex Gold & Copper Ltd. is not an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or internationally. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in violation of any securities legislation in any jurisdiction. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. The company's compliance with Multilateral Instrument 11-102 Passport System was noted in the application process. The outcome is that Questex Gold & Copper Ltd. is no longer a reporting issuer and is relieved from the associated reporting obligations. |
| 38.253 | 2022-07-27 | Canada Life Investment Management Ltd. | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canada-life-investment-management-ltd-2 | The Securities Commission granted an exemption to a group of investment funds managed by Canada Life Investment Management Ltd. from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to invest more than 10% of their net assets in debt securities issued or fully guaranteed by foreign governments or supranational agencies, subject to certain conditions. The exemption is based on the belief that such investments will help the funds achieve their investment objectives and benefit investors. The funds are permitted to invest up to 20% of their net assets in AA-rated foreign government securities and up to 35% in AAA-rated securities. These investments must be consistent with the funds' fundamental investment objectives and traded on mature and liquid markets. The funds' prospectuses must disclose the risks associated with the concentration of assets and the nature and terms of the exemption, including the conditions imposed and the types of securities covered. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption was granted with the understanding that the funds would adhere to the conditions set forth to ensure investor protection and the integrity of the market. |
| 38.254 | 2022-07-27 | Merrill Lynch Financial Assets Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/merrill-lynch-financial-assets-inc-1 | The Securities Commission has granted an order for Merrill Lynch Financial Assets Inc. to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. The decision is based on several key factors: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. Its securities are not traded on any public marketplaces in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary criteria outlined in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and is supported by the provisions of Multilateral Instrument 11-102 - Passport System. |
| 38.255 | 2022-07-27 | FAX Capital Corp. | Securities Act, R.S.O. 1990, c. S.5, as am, s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fax-capital-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, with the issuer indicating reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for other Canadian provinces and territories. The decision was based on several key representations by the issuer: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. There are fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The issuer is not in default of any securities legislation in any jurisdiction. The principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer and thus granted the order. |
| 38.251 | 2022-07-28 | Minister of Energy (Ontario) and Hydro One Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 74, 121(2)(a)(ii). National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. National Instrument 51-102 Continuous Disclosure Obligations. National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues. National Instrument 62-104 Take-Over Bids and Issuer Bids. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/minister-energy-ontario-and-hydro-one-limited-0 | The Ontario Securities Commission granted exemptive relief to the Province of Ontario, as represented by the Minister of Energy, and various provincial government entities (collectively referred to as Non-Aggregated Holders) from certain requirements under securities legislation. This relief pertains to the take-over bid, early warning, insider reporting, and control block distribution requirements concerning their investments in Hydro One Limited, Hydro One Inc., and Hydro One Holdings Limited. The relief is conditional on the independence of investment decisions regarding these entities, ensuring that no joint actions or influence over decisions occur among the Non-Aggregated Holders. The relief also stipulates compliance with other applicable securities laws and reporting obligations, albeit with the ability to treat their holdings separately from other Non-Aggregated Holders. The decision is based on the understanding that the Non-Aggregated Holders, including the Minister of Energy, make investment decisions independently and not with the intent to control Hydro One. It acknowledges that aggregating their holdings could hinder the Minister of Energy's public mandate and the investment activities of other Non-Aggregated Holders. The granted relief is subject to a sunset provision, which will terminate the relief after five years or if the Non-Aggregated Holder becomes subject to substantially similar disclosure requirements that necessitate aggregation of holdings. The decision is underpinned by various securities regulations, including the Securities Act (Ontario), National Policy 11-203, National Instrument 51-102, National Instrument 62-103, and National Instrument 62-104. Erin O'Donovan, Acting Manager of Corporate Finance, and David Mendicino, Manager of the Office of Mergers & Acquisitions, both from the Ontario Securities Commission, rendered the decision. |
| 38.248 | 2022-07-29 | KPMG Inc. and Sunniva Inc. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kpmg-inc-and-sunniva-inc | The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) that was initially issued against Sunniva Inc. due to the company's failure to file certain continuous disclosure documents. The partial revocation was requested by KPMG Inc., acting as the court-appointed receiver and manager for Cura-Can Health Corp. and The Clinic Network Canada Inc., to allow the sale of Sunniva shares held by Cura-Can to Avonlea-Drewry Holdings Inc. (ADH) as part of a debt reduction agreement. The CTO was originally issued on June 22, 2020, and partially revoked on April 26, 2021, to allow Sunniva to issue shares to unsecured creditors under a plan of compromise and arrangement pursuant to the Companies' Creditors Arrangement Act (CCAA). Cura-Can, which holds approximately 6.3% of Sunniva's shares, defaulted on a loan from ADH, leading to the appointment of KPMG Inc. as the receiver. The OSC's decision to partially revoke the CTO was based on several factors, including ADH's status as a sophisticated investor, the absence of undisclosed material information about Sunniva, and the understanding that the shares would remain subject to the CTO post-sale. The sale is conditional on the partial revocation of the CTO and is not contingent on a full revocation. The OSC's order, made under subsection 144(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended, stipulates that KPMG Inc. must provide ADH with copies of the CTO and the partial revocation order and obtain a signed acknowledgment from ADH regarding the ongoing effect of the CTO before the sale can proceed. The OSC made this decision on July 29, 2022, concluding that the partial revocation would not be prejudicial to the public interest. |
| 38.249 | 2022-07-29 | NOVA Gas Transmission | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nova-gas-transmission | The Securities Commission has granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP as stipulated in section 3.2 of National Instrument 52-107. Instead, the filer is permitted to use U.S. GAAP, subject to conditions. This exemption supersedes a previous exemption granted in 2018, which was set to expire no later than January 1, 2024. The filer, a subsidiary of TC Energy Corporation, is not an SEC issuer but has been using U.S. GAAP since 2012 due to its rate-regulated activities. TC Energy and its subsidiary, TCPL, also prepare their financial statements in U.S. GAAP, and the filer's financials are consolidated with theirs. The exemption is contingent on the International Accounting Standards Board (IASB) not implementing a mandatory standard for entities with rate-regulated activities. If such a standard is introduced, the filer would need time to transition to IFRS as per Canadian GAAP. The exemption will remain in effect until the earliest of January 1, 2027, the filer ceasing to have rate-regulated activities, or two years after the IASB publishes a final version of a mandatory standard for rate-regulated entities, should that occur. The decision is based on the filer's representations and the test set out in the applicable securities legislation. |
| 38.247 | 2022-08-02 | Maxam Capital Management Ltd. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. National Instrument 81-102 Investment Funds, ss. 2.6, 2.6.1, 2.6.2 and 19.1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/maxam-capital-management-ltd-et-al | The Securities Commission granted an exemption to a fund from certain requirements under National Instruments 81-102, 81-101, and 81-106, allowing the fund to include past performance data in sales communications and regulatory documents, even though this data pertains to a period before the fund was a reporting issuer. The exemption was granted on the condition that the fund did not materially deviate from investment restrictions and practices of NI 81-102 during the non-reporting period, and that its expenses were not significantly different from those of a reporting fund. The fund must disclose that the past performance data is from a non-reporting period and that expenses would have been higher if it had been a reporting issuer. Additionally, the fund must make its financial statements available for all periods for which it uses past performance data. The fund also received relief from purchase and redemption restrictions to allow for consolidated monthly processing of orders, provided that this structure is described in the fund's prospectus and fund facts documents. Furthermore, the fund was exempted from short selling and borrowing restrictions, allowing it to short sell securities and borrow cash up to 100% of its net asset value (NAV), rather than the standard 50% limit. This is subject to the overall leverage limit of 300% of the fund's NAV and provided that the fund complies with other applicable requirements and discloses the material terms of the relief to investors. Lastly, the fund obtained an exemption from custodial requirements for short sale collateral, permitting it to deposit portfolio assets with a single borrowing agent that is not the fund's custodian or sub-custodian, under certain conditions. The exemptions are contingent upon the fund's adherence to specific disclosure and operational conditions outlined by the Securities Commission, ensuring that the fund's practices remain transparent and in the best interests of investors. |
| 38.245 | 2022-08-04 | Medifocus Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-To-File Cease Trade Orders and Revocations In Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/medifocus-inc | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against Medifocus Inc., a medical device company, under section 144 of the Securities Act (Ontario). The original CTO was issued due to Medifocus's failure to file required financial documents, including audited annual financial statements, interim financial statements, management's discussion and analysis, and related certifications. Medifocus applied for the partial revocation to proceed with a reorganization plan under the Companies' Creditors Arrangement Act (CCAA). The OSC's decision allows for specific trades related to the reorganization, subject to conditions, including the provision of certain documents to Asset Profits Limited (APL), the party involved in the reorganization, and the acknowledgment that all securities will remain under the CTO until a full revocation is granted. The reorganization plan includes APL subscribing for new shares in exchange for forgiving a debt, a share consolidation, and the cancellation of existing securities, making APL the sole shareholder. The OSC's partial revocation is contingent on compliance with the order and will expire upon the completion of the transaction or after 60 days from the date of the order. The decision is based on the OSC's satisfaction that the partial revocation meets the legislative test and is in accordance with the Securities Act and related policies. |
| 38.246 | 2022-08-04 | Interactive Brokers Canada Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/interactive-brokers-canada-inc-2 | The Securities Commission has granted an exemption to a Canadian dealer from the prospectus requirement for the distribution of over-the-counter (OTC) foreign exchange contracts to investors in certain jurisdictions, subject to specific terms and conditions and a four-year sunset clause. The dealer is registered as an investment dealer across all provinces and is a member of the Investment Industry Regulatory Organization of Canada (IIROC). The exemption allows the dealer to distribute OTC foreign exchange contracts by providing investors with a clear and plain language risk disclosure document instead of a prospectus. This document is substantially similar to the risk disclosure required for recognized options under OSC Rule 91-502 and aligns with the regulatory approach in Quebec under the Quebec Derivatives Act. The relief is contingent upon the dealer's continued registration as an investment dealer, membership in IIROC, and adherence to IIROC rules and acceptable practices. The dealer must also provide the risk disclosure document to clients before their first transaction and obtain written acknowledgment of their understanding of the risks. The decision is based on the recognition that the prospectus requirement may not be well-suited for certain derivative products and that alternative requirements, such as risk disclosure, may be more appropriate. The exemption aims to harmonize the regulatory approach across jurisdictions and is consistent with the guidelines in OSC Staff Notice 91-702. The exemption is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74(1), and is informed by OSC Rules 91-502 and 91-503, as well as the proposed but not adopted OSC Rule 91-504 OTC Derivatives. The decision was made on August 4, 2022, by the Ontario Securities Commission, serving as the principal regulator for this application. |
| 38.243 | 2022-08-09 | Mangazeya Mining Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mangazeya-mining-ltd | The Securities Commission has granted an order for Mangazeya Mining Ltd. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the authority of the Securities Act (Ontario) and was based on several key findings: 1. Mangazeya Mining Ltd. is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. There is no public trading of the company's securities on any marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the company met the legislative requirements to cease being a reporting issuer, in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was issued on August 9, 2022, and the file number is 2022/0323. |
| 38.242 | 2022-08-11 | Bank of Montreal et al. | Rule Cited: 1. Ontario Securities Commission Rule 48-501 -- Trading During Distributions, Formal Bids and Share Exchange Transactions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bank-montreal-et-al-2 | The Ontario Securities Commission (OSC) has granted an exemption to a group of applicants, including Bank of Montreal (BMO) and its various subsidiaries, from certain trading restrictions during the period when BMO is acquiring Radicle Group Inc. This exemption is pursuant to section 5.1 of OSC Rule 48-501, which concerns trading during distributions, formal bids, and share exchange transactions. The key points of the decision are as follows: 1. The applicants sought relief from trading restrictions imposed by section 2.2 of OSC Rule 48-501, which would otherwise limit their ability to trade shares of BMO (Shares) during the issuer-restricted period associated with the distribution of Shares as consideration for the acquisition of Radicle Group Inc. 2. The exemption applies to various entities within the BMO group, including asset managers, fund managers, plan facilitators, trustees, custodians, securities lending agents, restricted dealers, non-restricted dealers, and BMO itself, in relation to their respective roles and activities. 3. The exemption allows these entities to continue their ordinary course of business activities, such as managing client accounts, facilitating employee share ownership plans, providing custody services, conducting securities lending and borrowing, and engaging in market making and trading facilitation. 4. The exemption is conditional on the Shares meeting the requirements to be considered a highly liquid security at the time of the activities. 5. The decision is based on representations made by the applicants regarding their regulatory status, the nature of their business activities, and the potential impact of the trading restrictions on their operations and fiduciary duties. 6. The OSC determined that granting the exemption would not be prejudicial to the public interest. The decision underscores the OSC's ability to provide relief from its rules when it is satisfied that doing so would not harm the public interest and would allow entities to fulfill their business obligations and responsibilities effectively. |
| 38.241 | 2022-08-12 | Mackenzie Financial Corporation et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 147. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-et-al-39 | The Ontario Securities Commission granted an exemption to extend the distribution period for securities of two investment funds managed by Mackenzie Financial Corporation by 103 days. This decision was made due to an administrative oversight that led to the failure of filing a pro forma prospectus within the required timeline, causing the funds' prospectus to lapse. The exemption is contingent upon providing investors who purchased fund securities after the lapse date with a 90-day cancellation right. This right allows affected investors to cancel their purchases and receive a full refund of the purchase price and associated fees. The funds' manager must inform these investors of their rights within 10 days of the decision. The decision is based on the understanding that there have been no material changes in the funds' affairs since the last prospectus and that the current prospectus still provides accurate information. The relief is granted under the condition that it will not be prejudicial to the public interest and is in accordance with the Securities Act (Ontario), specifically section 147. |
| 38.237 | 2022-08-15 | Horizons ETFS Management (Canada) Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-et-al-8 | The Ontario Securities Commission granted an exemption to two exchange-traded alternative mutual funds from the concentration restriction in section 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to pursue their investment objectives of obtaining leveraged exposure to the Solactive Equal Weight Canada Banks Index, which comprises the six largest Canadian banks by market capitalization. The exemption is subject to conditions, including adherence to the funds' stated investment objectives, daily leverage reset, and rebalancing strategy, as well as specific disclosure requirements in the funds' prospectus regarding the exemption and associated concentration risks. The decision is based on the rationale that the funds' investment strategy is transparent, passive, and fully disclosed, and that the constituent banks are highly liquid securities on the Toronto Stock Exchange. The exemption is conditional upon the funds maintaining compliance with their investment objectives and strategies, and providing appropriate disclosures in their prospectus. |
| 38.238 | 2022-08-15 | TriSummit Utilities Inc. | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trisummit-utilities-inc-0 | The Securities Commission has granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP as stipulated by section 3.2 of National Instrument 52-107. Instead, the filer is permitted to use U.S. GAAP, subject to conditions. This exemption supersedes a previous relief granted in 2018 and will remain effective until the earliest of January 1, 2027, the date the filer ceases to have rate-regulated activities, or the date a new IFRS standard for rate-regulated entities becomes mandatory. The decision is based on the filer's need for continuity and sufficient time to transition to IFRS once the new standard is finalized by the IASB. The exemption applies to financial statements filed after the order date and is contingent on the filer's continued engagement in rate-regulated activities. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission as the Principal Regulator and is also applicable to other Canadian jurisdictions through the Passport System. |
| 38.240 | 2022-08-15 | Imperial Helium Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imperial-helium-corp | The Securities Commission has granted an order for Imperial Helium Corp. to cease being a reporting issuer. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission acting as the principal regulator. The company confirmed it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in any Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the company is not in default of any securities legislation. The order was made in accordance with the test set out in the applicable legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 38.234 | 2022-08-16 | CI Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-35 | The Securities Commission has granted an application by CI Investments Inc. for exemption from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the specified funds to invest a larger portion of their net assets in debt securities issued or guaranteed by foreign governments or supranational agencies, subject to certain conditions. Specifically, the funds may invest up to 20% of net assets in AA-rated securities and up to 35% in AAA-rated securities of any one issuer, beyond the standard 10% limit. The decision includes revoking previous similar exemptions granted to certain funds and is contingent on the funds' investment objectives allowing for a majority investment in fixed income securities, including those of foreign governments. The funds must also disclose the associated risks and the terms of the exemption in their prospectus. The exemption is based on the belief that it will provide the funds with more flexibility and favorable prospects, aligning with their fundamental investment objectives and benefiting investors. The decision is supported by the funds' compliance with securities legislation and their prospectus disclosure requirements. The Ontario Securities Commission is the principal regulator, and the decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System for other Canadian jurisdictions. |
| 38.235 | 2022-08-16 | SEI Investments Canada Company and the Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a), and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sei-investments-canada-company-and-top-funds | The Ontario Securities Commission granted a 90-day extension to SEI Investments Canada Company (the Filer) for the filing and delivery of annual financial statements for mutual funds (Top Funds) that are not reporting issuers. The Top Funds, which invest primarily in underlying funds (Underlying Funds) with various international financial reporting deadlines, faced challenges in meeting the standard 90-day deadline set by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The exemption was granted under the condition that at least 25% of the Top Funds' assets at the financial year-end of June 30 are invested in Underlying Funds with the same fiscal year-end and are required by their jurisdiction's laws to deliver financial statements within 120 days post their fiscal year-ends. Additionally, the Top Funds must inform investors of the extended 180-day deadline for the delivery of audited financial statements, subject to regulatory approval, and notify them of the reliance on the granted relief. The relief is contingent upon the Filer's compliance with specific conditions, including organizational and operational registrations in Canada, and is subject to termination within one year of any amendment to NI 81-106 or related rules affecting the filing and delivery requirements for mutual funds. |
| 38.233 | 2022-08-17 | BGP Acquisition Corp. | National Instrument 41-101 General Prospectus Requirements, ss. 12.3, and 19.1. OSC Rule 56-501 Restricted Shares, Part 3, and s. 4.2.ii. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bgp-acquisition-corp | The Securities Commission granted an exemption to a special purpose acquisition corporation (the Filer) from certain requirements related to restricted securities under National Instrument 41-101 General Prospectus Requirements (NI 41-101) and from restricted share requirements under Ontario Securities Commission Rule 56-501 (OSC Rule 56-501). These exemptions are in connection with the Filer's potential future qualifying transaction, which will result in the conversion of Class A Restricted Voting Shares into Subordinate Voting Shares and Class B Shares into Proportionate Voting Shares (PV Shares). The exemptions were granted under the following conditions: 1. For the Prospectus Eligibility Exemption: - The representations made by the Filer regarding the nature of the PV Shares and their voting rights, conversion rights, and entitlements upon liquidation must continue to apply. - The Filer must not have any restricted securities issued and outstanding other than the Subordinate Voting Shares. - The Qualifying Transaction Prospectus and any future prospectuses must include disclosure consistent with the Filer's representations. - Any offering of restricted securities must comply with section 12.3 of NI 41-101 unless it involves Subordinate Voting Shares, PV Shares, or securities convertible into or exchangeable for them. 2. For the OSC Rule 56-501 Withdrawal Exemption: - The representations made by the Filer regarding the nature of the PV Shares and their voting rights, conversion rights, and entitlements upon liquidation must continue to apply. - The Filer must not have any restricted shares issued and outstanding other than the Subordinate Voting Shares. - Any stock distribution of restricted shares must comply with section 3.2 of OSC Rule 56-501 unless it involves Subordinate Voting Shares, PV Shares, or securities convertible into or exchangeable for them. The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the exemptions apply in multiple jurisdictions where the Filer is a reporting issuer. The exemptions are subject to the Filer's compliance with the conditions set out in the decision. |
| 38.232 | 2022-08-18 | TWX Group Holding Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/twx-group-holding-limited | The Securities Commission has decided to revoke a dual cease trade order (CTO) against an issuer that was previously sanctioned for failing to file required continuous disclosure materials. The issuer has since rectified the defaults by updating their continuous disclosure filings. This decision was made in accordance with the Securities Act and National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the consensus of both the British Columbia Securities Commission, acting as the principal regulator, and the Ontario Securities Commission. The outcome allows the issuer to resume trading under the securities legislation of both British Columbia and Ontario. |
| 38.227 | 2022-08-19 | HEXO Corp. and 2692106 Ontario Inc | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 71(1) and 74(1). National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, Item 20. National Instrument 44-102 Shelf Distributions, ss. 5.5.2, 5.5.3 and 11.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hexo-corp-and-2692106-ontario-inc | The Securities Commission granted exemptive relief to an issuer and an equity line purchaser from certain registration and prospectus requirements in connection with a committed equity facility arrangement. The issuer, a public company, entered into an equity purchase agreement with the purchaser, who may act as an underwriter, to potentially distribute up to $180 million of the issuer's shares over a 37-month period. The exemption allows the issuer to sell shares at a discount to market price without the usual prospectus delivery and allows the purchaser to act without registration as a dealer or underwriter. The key conditions of the relief include: 1. The issuer's distribution of shares under the agreement cannot exceed 19.9% of its outstanding shares in any 12-month period. 2. The issuer must have an active base shelf prospectus at the time of each share distribution notice. 3. The issuer and purchaser must comply with specific representations related to the prospectus disclosure, registration, and prospectus delivery requirements outlined in the decision. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments, including National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions, and other applicable regulations. The relief is subject to terms and conditions and will terminate 37 months and one day from the date of the decision. |
| 38.228 | 2022-08-19 | ATB Investment Management Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a)(i), 2.5(2)(c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atb-investment-management-inc-et-al-0 | The Securities Commission has granted an exemption to a group of mutual funds, collectively referred to as the Top Funds, managed by ATB Investment Management Inc. This exemption allows the Top Funds to retain their existing investments in the BlackRock CDN US Equity Index Fund (Underlying Pooled Fund), which is not a reporting issuer and therefore not subject to certain regulations that typically apply to investments made by mutual funds. The exemption was sought because the Top Funds have unrealized capital gains in the Underlying Pooled Fund and wish to avoid triggering taxable events and incurring costs associated with selling and reinvesting these assets. The Top Funds will not make additional investments in the Underlying Pooled Fund but may continue to hold their current investments until it is deemed in their best interest to sell. The decision is based on the condition that the Top Funds comply with the investment objectives and strategies and provide full disclosure as required for mutual funds investing in other funds. Additionally, the Top Funds must dispose of their investments in the Underlying Pooled Fund if it ceases to comply with certain parts of NI 81-102 or NI 81-106, which govern investment funds and their continuous disclosure requirements. The exemption is granted under the authority of National Instrument 81-102 Investment Funds, specifically paragraphs 2.5(2)(a) and 2.5(2)(c), and is subject to the conditions outlined above. The decision was made by the Alberta Securities Commission, acting as the principal regulator, and is also recognized by the securities regulatory authority in Ontario. |
| 38.226 | 2022-08-22 | New Klondike Exploration Limited – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/new-klondike-exploration-limited-s-144 | The Securities Commission has revoked a cease trade order against an issuer after the issuer remedied its previous failure to file required continuous disclosure materials. The initial cease trade order was issued due to the issuer's non-compliance with filing audited financial statements, management's discussion and analysis (MD&A), and related certifications for the year ended November 30, 2015, as mandated by Ontario securities law. The issuer subsequently addressed the defaults by updating its continuous disclosure filings, including annual audited financial statements for the years ended November 30, 2015, to November 30, 2021, interim unaudited financial statements, MD&A, and other required certifications and disclosures. However, certain interim financial statements and related disclosures from February 29, 2016, to August 31, 2019, remain unfiled. Despite these outstanding filings, the issuer has met all other continuous disclosure obligations and paid all necessary fees. The issuer has also provided undertakings to hold an annual shareholder meeting within three months and not to engage in specific types of transactions without complying with prospectus requirements and obtaining regulatory approval. The decision to revoke the cease trade order is based on the issuer's remedial actions and the determination that revoking the order would not be prejudicial to the public interest. The revocation is supported by section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer is expected to issue a news release and file a material change report upon revocation of the order. |
| 38.225 | 2022-08-23 | Genesis Metals Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/genesis-metals-corp | The Securities Commission has granted an application for an issuer to cease being a reporting issuer under the securities legislation of British Columbia and Ontario. The issuer met the criteria for ceasing to be a reporting issuer, as it had fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide, its securities were not traded on any marketplace, and it was not in default of any securities legislation. The decision was supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and was made in accordance with section 88 of the Securities Act (R.S.B.C. 1996, c. 418). The British Columbia Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario. |
| 38.224 | 2022-08-24 | Perimeter Medical Imaging AI, Inc | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/perimeter-medical-imaging-ai-inc | The Ontario Securities Commission (OSC) has granted an order recognizing Perimeter Medical Imaging AI, Inc. as a reporting issuer in Ontario under paragraph 1(11)(b) of the Ontario Securities Act, R.S.O. 1990, c. S.5. This decision follows the company's application and is based on several key factors: 1. Perimeter Medical Imaging AI, Inc., a company governed by the Business Corporations Act (British Columbia), is already a reporting issuer in British Columbia and Alberta following a reverse takeover of New World Resource Corp. and is listed on the TSX Venture Exchange. 2. The company has a significant connection to Ontario, with over 20% of its common shares owned by residents in the province, and maintains a Canadian office in Toronto. 3. The continuous disclosure requirements in British Columbia and Alberta, where the company is already a reporting issuer, are substantially the same as those in Ontario. 4. The company is not in default of any requirements under British Columbia or Alberta securities laws, nor is it on any lists of defaulting reporting issuers. 5. The company has committed to amending its profile on the System for Electronic Document Analysis and Retrieval (SEDAR) to indicate the OSC as its principal regulator. The OSC's decision to grant reporting issuer status to Perimeter Medical Imaging AI, Inc. in Ontario is based on the assessment that doing so would not be prejudicial to the public interest. The order was issued on August 24, 2022. |
| 38.223 | 2022-08-25 | Trans-Canada Capital Inc. and The Top Funds | Statutes Cited: 1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trans-canada-capital-inc-and-top-funds | The Securities Commission has granted mutual funds that are not reporting issuers a 90-day extension for filing and delivering annual financial statements and a 60-day extension for interim financial statements under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). This decision is based on the funds' investment strategy, which involves primarily investing in Underlying Funds with different financial reporting deadlines. Key points from the decision include: - The mutual funds in question invest the majority of their assets in Underlying Funds, which have later financial reporting deadlines. - The mutual funds require the financial statements from the Underlying Funds to complete their own financial statements. - The extensions will allow the mutual funds to file and deliver their annual financial statements within 180 days of their financial year-end and their interim financial statements within 120 days of their interim period-end. - The offering memorandum provided to securityholders must disclose the extended filing and delivery deadlines. - The mutual funds must notify securityholders of their intention to rely on the granted relief. - The relief is conditional on the mutual funds investing at least 25% of their assets in entities with financial reporting periods ending on December 31 and subject to certain reporting deadlines. - The relief is also subject to the mutual funds not being reporting issuers and the Filer having the necessary registrations. - The relief will terminate within one year of any amendment to NI 81-106 or other rule that affects the filing and delivery deadlines for mutual funds. The decision is underpinned by sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106, which set out the standard filing and delivery deadlines for financial statements and the conditions for exemptions. The relief is granted to ensure that the mutual funds can meet their financial reporting obligations while accounting for the timing of receiving financial information from the Underlying Funds they invest in. |
| 38.221 | 2022-08-29 | Essex Oil Ltd | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/essex-oil-ltd | The Ontario Securities Commission partially revoked a cease trade order (CTO) against Essex Oil Ltd., which had been imposed due to the company's failure to file required annual financial statements and other continuous disclosure documents. The partial revocation allows Essex Oil to conduct a private placement to raise funds with specific accredited investors and associates to address its filing deficiencies and provide working capital. Key points include: - Essex Oil was cease traded for not filing audited financial statements for the year ended June 30, 2016, and subsequent annual and interim financial statements, among other required disclosures. - The company sought to raise funds through a private placement of 75,000,000 common shares at C$0.002 each, primarily with two subscribers, to fulfill its continuous disclosure obligations and pay outstanding fees. - The private placement is exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 due to the company's non-listed status and the transaction's value being below $2,500,000. - The proceeds from the private placement will be allocated to various costs, including working capital, auditor fees, legal and accounting fees, and regulatory fees. - The partial revocation is conditional upon Essex Oil providing subscribers with a copy of the CTO and the revocation order, and obtaining signed acknowledgments that the securities will remain subject to the CTO. - The partial revocation does not exempt Essex Oil from the prospectus requirement and will expire upon the closing of the transaction or after 60 days from the order date. The decision is grounded in Section 144 of the Securities Act (Ontario) and follows the guidelines of National Policy 11-207 for Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. |
| 38.222 | 2022-08-29 | Knowledge First Financial Inc. and Heritage Plans | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/knowledge-first-financial-inc-and-heritage-plans | The Securities Commission has granted an order for a scholarship plan to cease being a reporting issuer. The decision was based on the application submitted by Knowledge First Financial Inc. on behalf of the Heritage Plans, under the securities legislation of Ontario. The order was sought because the plan met specific criteria: it was not an OTC reporting issuer, had fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, and its securities were not traded on any public marketplace. Additionally, the plan was not in default of any securities legislation. The order was made in accordance with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the decision was made by Darren McKall, Manager of the Investment Funds and Structured Products Branch of the Ontario Securities Commission. |
| 38.217 | 2022-08-30 | Guardian Capital LP et al. | National Instrument 81-102 Investment Funds, ss. 10.3(1) and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(1), 4.1(3)(a) and 4.1(3)(d), and 6.1. National Instrument 41-101 General Prospectus Disclosure, ss. 3B.2(2)(a) and (d), 3B.3, and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-et-al-6 | The Securities Commission has granted an investment fund designed for retirees, the GuardPathTM Modern Tontine 2042 Trust (the Tontine Trust), relief from the requirement that the redemption price of a mutual fund security must be the net asset value (NAV) next determined after a redemption order is received, as per subsection 10.3(1) of National Instrument 81-102 Investment Funds (NI 81-102). Instead, the Tontine Trust will pay a discounted redemption price that starts at 95% of NAV and decreases over 10 years to 50% of NAV, where it will remain until the fund's termination in 2042. This pricing structure is key to generating the Tontine Payout, a feature of the fund's operation in its final year. Additionally, the commission granted relief to both the Tontine Trust and the GuardPathTM Managed Decumulation 2042 Fund (the Decumulation Fund) from certain disclosure requirements under National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 41-101 General Prospectus Requirements. This relief allows the funds to include charts in their Fund Facts and ETF Facts documents that show indicative returns, reinvested distributions, and cumulative cash payouts upon redemption, along with the assumptions behind these charts. This information is considered essential for investors to understand the risks and determine the suitability of the investment. The relief is contingent on the Tontine Trust paying the specified Redemption Price and prominently disclosing the redemption price schedule and its impact on NAV on the cover page of the Prospectus, Fund Facts, and ETF Facts documents. The decision underscores the importance of clear, prominent disclosure to ensure investors are not misled and can make informed decisions. |
| 38.218 | 2022-08-30 | Invesco Canada Ltd. | National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invesco-canada-ltd-24 | The Securities Commission has granted an exemption to Invesco Canada Ltd., allowing the consolidation of the simplified prospectus of alternative mutual funds with that of conventional mutual funds, despite existing regulations typically prohibiting such consolidation. This decision is based on the rationale that alternative mutual funds and conventional mutual funds managed by Invesco share many operational and administrative features, and consolidation would facilitate easier comparison for investors and streamline disclosure. The exemption is granted under the condition that investors will continue to receive the required fund facts documents and that the content of these documents will not be altered due to the exemption. The decision is supported by the fact that exchange-traded funds (ETFs) are already permitted to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101 General Prospectus Requirements, suggesting that mutual funds should be afforded the same treatment. The exemption is grounded in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure, which typically requires separate prospectuses for alternative and conventional mutual funds, and is made in accordance with the securities legislation of Ontario and the Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission, as the principal regulator, has approved the exemption, deeming it to meet the necessary legislative tests. |
| 38.219 | 2022-08-30 | Capgemini S.E. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capgemini-se-0 | The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Capgemini S.E., under certain conditions. The offering involves trades of units in a French collective shareholding vehicle (FCPE) and ordinary shares of the issuer to qualifying employees in Canada. The exemption was necessary because the offering did not meet the criteria of the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions, as the securities were offered through special purpose entities rather than directly by the issuer. Key points of the decision include: 1. The offering is part of a global employee share ownership plan (ESOP) by Capgemini S.E., which is not a reporting issuer in Canada and has no intention of becoming one. 2. The offering is made through compartments of a French FCPE, which are subject to the supervision of the French securities regulator (Autorité des marchés financiers). 3. Canadian employees will have access to disclosure documents and will not be induced to participate by expectation of employment or continued employment. 4. The number of Canadian participants and their share ownership are de minimis, and there is no market for the issuer's securities in Canada. 5. The exemption is subject to conditions, including that the issuer remains a foreign issuer and that the first trade of any units or shares acquired is made outside of Canada or to a person or company outside of Canada. The relevant legislative provisions underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 25, 53, and 74(1), National Instrument 45-106 Prospectus Exemptions, National Instrument 45-102 Resale of Securities, and Ontario Securities Commission Rule 72-503 Distributions Outside Canada. The decision is time-limited and applies to subsequent offerings within five years, provided certain representations and conditions are met. |
| 38.220 | 2022-08-30 | Nomad Royalty Company Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nomad-royalty-company-ltd | The Securities Commission granted an order for Nomad Royalty Company Ltd. (the Filer) to cease being a reporting issuer. The Filer, governed by the Canada Business Corporations Act, had its common shares acquired by Sandstorm Gold Ltd. (the Purchaser) through a plan of arrangement. The arrangement was approved by the Filer's shareholders and the Superior Court of Quebec. Post-acquisition, the Filer's shares were delisted from multiple stock exchanges, and it was no longer required to comply with continuous disclosure requirements in the United States. The Filer had outstanding warrants, which upon exercise, entitled holders to Purchaser Shares instead of Filer Shares. The Filer was not contractually obligated to remain a reporting issuer for the warrant holders. The Filer could not use simplified procedures for ceasing to be a reporting issuer due to the number of security holders. It had no plans for public financing or issuing new securities, except to the Purchaser or its affiliates. The Filer was in compliance with securities legislation, except for certain interim financial filings. The order was based on the Filer's representations and the test set out in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and related regulations. The decision was made by the principal regulator, Autorité des marchés financiers, and was also representative of the decision by the securities regulatory authority in Ontario. |
| 38.216 | 2022-08-31 | Purpose Investments Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-et-al-8 | The Securities Commission has granted an extension to the lapse date of the prospectus for certain funds managed by Purpose Investments Inc. This decision allows the funds' simplified prospectus, originally dated October 1, 2021, to have its lapse date extended to November 19, 2022, aligning it with the lapse date of the prospectus for other funds under the same management. This extension is intended to consolidate the prospectuses, reducing costs and facilitating easier comparison for investors. The decision is based on subsection 62(5) of the Securities Act (Ontario), which permits such an extension. The rationale for the extension includes the proximity of the original lapse dates, the absence of material changes in the funds' affairs since the current prospectus, and the commitment to amend the prospectus should any material changes occur. The Commission determined that the extension would not compromise the accuracy of the information in the prospectus nor be prejudicial to the public interest. The funds involved include Purpose Bitcoin ETF, Purpose Ether ETF, and others listed in Schedule A, such as Purpose Bitcoin Yield ETF, Purpose Ether Yield ETF, and Purpose Crypto Opportunities ETF. The decision was made under the framework of National Policy 11-203 and relies on section 4.7(1) of Multilateral Instrument 11-102 Passport System for application in multiple Canadian jurisdictions. |
| 38.213 | 2022-09-01 | Verde AgriTech Plc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/verde-agritech-plc | The Securities Commission has granted an order for Verde Agritech PLC to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canadian jurisdictions. The decision was made under the authority of the Securities Act (Ontario) and was based on several key findings: 1. Verde Agritech PLC is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market reporting obligations. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. Its securities are not traded on any public marketplaces in Canada or elsewhere. 4. The company is not in default of any securities legislation in any jurisdiction. The application was processed under the National Policy 11-206 framework, with the Ontario Securities Commission acting as the principal regulator. The order was issued after determining that Verde Agritech PLC met the criteria for ceasing to be a reporting issuer, as outlined in the applicable securities legislation. |
| 38.214 | 2022-09-01 | Choice Consolidation Corp. | Securities Act, R.S.O. 1990, c. S.5, as am, s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/choice-consolidation-corp | The Securities Commission has granted an application by Choice Consolidation Corp. for an order that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer. The key considerations for the decision included the fact that the company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 holders worldwide. Additionally, the company's securities are not traded on any public marketplace in Canada or internationally. The company also confirmed that it is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, serving as the principal regulator, determined that the company met the legislative requirements to cease being a reporting issuer, and therefore, the order was granted. |
| 38.211 | 2022-09-06 | Gold Standard Ventures Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gold-standard-ventures-corp | The Securities Commission has granted an order for Gold Standard Ventures Corp. (the issuer) to cease being a reporting issuer in Canada. The decision is based on several key factors: 1. The issuer is not an OTC reporting issuer and its securities are not traded on any marketplace. 2. The issuer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The issuer has become a wholly-owned subsidiary following a statutory plan of arrangement and its shares have been delisted from major exchanges. 4. The issuer has no plans for public financing and is only in default for not filing interim financial statements and related documents due to the timing of the arrangement. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the relevant securities legislation. The order reflects the issuer's compliance with the conditions for ceasing to be a reporting issuer, except for the recent default, which is related to the completion of the arrangement. |
| 38.210 | 2022-09-07 | Invictus MD Strategies Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invictus-md-strategies-corp | The Securities Commission has granted a partial revocation of a cease trade order (CTO) that was imposed on an issuer due to its failure to file required financial documents. The issuer sought this partial revocation to proceed with a plan of arrangement under the Business Corporations Act (British Columbia), which involves merging with its wholly-owned subsidiary to form a new entity (Amalco), consolidating issued common shares, and cashing out shareholders with small lots. The CTO was originally issued because the issuer did not file its audited annual financial statements and interim financial reports. The issuer's inability to file these documents was attributed to financial distress. Despite the CTO, the issuer has since made a proposal to its creditors under the Companies Creditors Arrangement Act to settle outstanding debts. The partial revocation is conditional upon the issuer obtaining acknowledgments from all remaining shareholders that the securities acquired under the arrangement will remain subject to the CTO. Additionally, the issuer must provide a copy of the CTO and the partial revocation order to all shareholders. The decision to grant the partial revocation was made under the authority of Section 144 of the Securities Act (Ontario) and was informed by National Policy 11-207, which addresses failure-to-file CTOs and revocations in multiple jurisdictions. The outcome allows the issuer to move forward with its restructuring plan while ensuring that shareholders are informed of the ongoing restrictions on their securities. |
| 38.209 | 2022-09-12 | SEI Investments Canada Company and Long Duration Credit Bond Fund | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sei-investments-canada-company-and-long-duration-credit-bond-fund | The Securities Commission has granted an application for the Long Duration Credit Bond Fund to cease being a reporting issuer. The decision is based on the Fund meeting several conditions: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the Fund satisfied the criteria outlined in the Securities Act and relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision allows the Fund to stop complying with the reporting obligations in all Canadian jurisdictions where it was previously a reporting issuer. |
| 38.205 | 2022-09-13 | Durham Asset Management Inc. and Dami Corporate Bond Fund | Securities Act, R.S.O. 1990, c. S.5 as am., s. 147. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/durham-asset-management-inc-and-dami-corporate-bond-fund | The Ontario Securities Commission granted relief to Durham Asset Management Inc. (the Filer), manager of the DAMI Corporate Bond Fund (the Fund), extending the time limit for the distribution of the Fund's securities under its existing simplified prospectus by 137 days. This decision was made under section 147 of the Securities Act (Ontario) due to an administrative oversight that led to the Fund's failure to file a pro forma prospectus within the required timeframe, causing the prospectus to lapse. The Fund, an open-ended mutual fund trust in Ontario and a reporting issuer, had its prospectus lapse on June 15, 2022. Despite the lapse, the Fund continued to sell units until August 25, 2022, when sales were suspended. During this period, the Fund sold units valued at $157,000. The Filer intends to file a renewal prospectus by October 29, 2022. The Commission determined that granting the exemption would not compromise the accuracy of the information in the current prospectus or the public interest, as there have been no material changes in the Fund's affairs since the prospectus's date. The exemption is conditional upon providing a 90-day cancellation right to investors who purchased units during the interim period. These investors must be informed of their rights and receive a refund of their purchase price and related fees if they choose to cancel their trades. If the net asset value per security is lower at the time of cancellation than at purchase, the Filer must reimburse the Fund for the difference. The decision was made on September 13, 2022, ensuring that the Fund could continue distributing its securities under the current prospectus until the renewal prospectus is receipted, provided the conditions outlined are met. |
| 38.206 | 2022-09-13 | Emera Incorporated and Nova Scotia Power Incorporated | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/emera-incorporated-and-nova-scotia-power-incorporated-1 | The Securities Commission has granted an exemption to Emera Incorporated and Nova Scotia Power Incorporated (the Filers) from the requirement to prepare financial statements in accordance with Canadian GAAP applicable to publicly accountable enterprises. Instead, the Filers are permitted to use U.S. GAAP for their financial statements. This decision is based on the fact that the Filers are involved in rate-regulated activities and are not SEC issuers, although if they were, they would be allowed to file financial statements in U.S. GAAP under section 3.7 of NI 52-107. The exemption is an extension of similar relief previously granted in 2018, which was set to expire no later than January 1, 2024. The extension is due to the International Accounting Standards Board's (IASB) ongoing development of a new standard for entities with rate-regulated activities, which has not yet been finalized. The exemption will remain in effect until the earliest of: January 1, 2027; the date the Filers no longer have rate-regulated activities; or two years after the IASB publishes a final Mandatory Rate-regulated Standard, provided this date is after the IASB's prescribed effective date for such a standard. This decision is made under the authority of section 5.1 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards and is consistent with the securities legislation of Nova Scotia and Ontario, as well as the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.207 | 2022-09-13 | Emera Incorporated and Nova Scotia Power Incorporated | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/emera-incorporated-and-nova-scotia-power-incorporated-2 | The Securities Commission has granted an exemption to two filers, allowing them to prepare their financial statements in accordance with U.S. GAAP instead of Canadian GAAP applicable to publicly accountable enterprises. This decision is based on the fact that both filers are involved in rate-regulated activities and are not SEC issuers, which would otherwise permit them to use U.S. GAAP under section 3.7 of NI 52-107. The exemption is an extension of previous relief granted in 2018 and will be valid until the earliest of January 1, 2027, the date the filers cease to have rate-regulated activities, or the date a mandatory IFRS standard for rate-regulated entities is implemented by the IASB plus two years. This decision is made under the authority of section 5.1 of National Instrument 52-107 and is consistent with the securities legislation of the jurisdictions involved. |
| 38.208 | 2022-09-13 | Lake Winn Resources Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lake-winn-resources-corp | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against an issuer for failing to file certain continuous disclosure materials as required by securities regulations. The issuer had been under CTOs in both British Columbia and Ontario since July 7, 2021. After the issuer remedied the defaults by updating their continuous disclosure filings, they applied for the revocation of the CTOs under National Policy 11-207. The revocation order was primarily issued by the British Columbia Securities Commission, which served as the principal regulator in this matter. The Ontario Securities Commission opted into the revocation order, indicating agreement with the decision. The revocation reflects the satisfaction of the decision makers that the issuer has met the conditions set out in the applicable securities legislation, specifically under sections 127 and 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207. The outcome is that the issuer is no longer subject to the CTOs in British Columbia and Ontario, and the decision was made official on September 13, 2022. |
| 38.204 | 2022-09-14 | 0755461 B.C. Ltd. – s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. 2. National Policy 12-202 Revocation of Certain Cease Trade Orders. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/0755461-bc-ltd-s-144 | The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against 0755461 B.C. Ltd., previously known as Pro Minerals Inc., under Section 144 of the Securities Act (Ontario). The CTO was initially imposed due to the company's failure to file required continuous disclosure documents. The company sought the partial revocation to conduct a private placement to accredited investors, aiming to raise up to $100,000. The funds are intended to be used to prepare and file the overdue continuous disclosure documents and to pay related fees. The OSC agreed to the partial revocation on the condition that the company provides each investor with a copy of the CTO and a copy of the partial revocation order. Additionally, investors must acknowledge in writing that all securities, including those issued in the private placement, remain subject to the CTO and that the partial revocation does not guarantee a future full revocation. The order is limited to the transactions necessary for the private placement and will expire upon the earlier of the closing of the private placement or 60 days from the date of the order. The decision was made considering the application and staff recommendations, with the Director being satisfied that the partial revocation would not be prejudicial to the public interest. |
| 38.198 | 2022-09-16 | LifeWorks Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lifeworks-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the issuer meeting specific criteria, including having fewer than 15 security holders in each jurisdiction and fewer than 51 worldwide, no public trading of its securities, and being in compliance with securities legislation. The Ontario Securities Commission acted as the principal regulator, and the decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer is not an OTC reporting issuer and has no securities traded on any marketplace. The order was made in accordance with National Policy 11-206, which outlines the process for ceasing to be a reporting issuer, and the issuer also indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in provinces and territories outside Ontario. |
| 38.199 | 2022-09-16 | Black Swan Graphene Inc. – s. 1(11)b) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/black-swan-graphene-inc-s-111b | The Ontario Securities Commission (OSC) has granted an order recognizing Black Swan Graphene Inc. as a reporting issuer in Ontario under paragraph 1(11)(b) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended. The company, incorporated in British Columbia, is already a reporting issuer in British Columbia and Alberta, with its securities listed on the TSX Venture Exchange. The decision was based on the company's significant connection to Ontario, as its head office and several key officers are located there. The continuous disclosure requirements in British Columbia and Alberta were found to be substantially the same as those in Ontario, and the company was not in default of any requirements or listed as a defaulting reporting issuer. The OSC determined that granting the status of reporting issuer to Black Swan Graphene Inc. in Ontario would not be prejudicial to the public interest. Consequently, the OSC has designated the company as a reporting issuer in Ontario, effective as of September 16, 2022. |
| 38.200 | 2022-09-16 | Altus Strategies Plc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/altus-strategies-plc | The Securities Commission has granted an application for Altus Strategies Plc to cease being a reporting issuer in Canada. This decision is based on several key factors: 1. Altus Strategies Plc is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 globally. 3. Its securities are not traded on any public marketplace in Canada or elsewhere. 4. The company has requested to stop being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in violation of any securities legislation. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The company relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The outcome is that Altus Strategies Plc is no longer a reporting issuer in Canada. |
| 38.201 | 2022-09-16 | Talan Holding S.A.S. | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/talan-holding-sas | The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Talan Holding S.A.S. (the Filer), to Canadian employees. The Filer could not rely on the standard employee exemption as the shares were offered through special purpose entities (the Fund), not directly by the issuer. Key facts include: - The Filer is a French corporation with business operations in Canada through local entities. - The Filer established a global employee share offering (the 2022 Employee Offering) and plans subsequent offerings for the next four years. - The offerings are for employees of the Talan Group who meet certain criteria (Qualifying Employees). - The Fund, a French collective shareholding vehicle (FCPE), was established to facilitate employee participation in the offerings. - The Fund is managed by Equalis Capital France (the Management Company) and is registered with the French Autorité des marchés financiers. - Participation is voluntary, and the investment by a Canadian employee is capped at 25% of their gross annual compensation. - The shares and units are not listed on any Canadian stock exchange, and there is no market for them in Canada. - The number of Canadian participants and their share ownership are considered de minimis. The reasoning for the exemption includes: - Canadian participants will receive adequate disclosure documents. - The special purpose entities are under the supervision of the French regulator. - Participation is not induced by the expectation of employment or continued employment. - The Filer is a foreign issuer, and the shares and units are not intended to be listed in Canada. The outcome is that the Exemption Sought is granted, subject to conditions that include: - The prospectus requirement will apply to the first trade of units unless certain conditions are met, such as the issuer being a foreign issuer and the trade occurring outside of Canada or to a person outside of Canada. - The representations made by the Filer remain true for any subsequent offerings within five years from the decision date. - The exemption for the first trade is not available for transactions that are part of a scheme to avoid prospectus requirements in Canada. The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, and relevant regulations including National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities. |
| 38.202 | 2022-09-16 | Spyglass Resources Corp. – 144(1) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spyglass-resources-corp-1441 | The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against Spyglass Resources Corp. The variation allows beneficial shareholders, who are neither insiders nor control persons, to sell their securities outside of Canada under certain conditions. This decision was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5. The OSC recognized that the original cease trade order placed Ontario resident shareholders at a disadvantage compared to other shareholders who could trade on foreign markets. The variation aligns with the Canadian Securities Administrators' harmonized approach, which includes standard carve-out language to permit sales on foreign organized regulated markets if specific conditions are met. The conditions for the sale of securities under the varied order are: the sale must occur through a foreign organized regulated market as defined by the Investment Industry Regulatory Organization of Canada, and the sale must be conducted through an investment dealer registered in a Canadian jurisdiction in accordance with applicable securities legislation. This decision was made considering it would not be prejudicial to the public interest and aims to provide fairness to Ontario shareholders. The order variation was dated September 16, 2022. |
| 38.194 | 2022-09-21 | NiCAN Limited | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nican-limited | The Ontario Securities Commission (OSC) has granted an order recognizing Nican Limited as a reporting issuer in Ontario under paragraph 1(11)(b) of the Securities Act, R.S.O. 1990, c. S.5, as amended. This decision follows Nican Limited's application and is based on several key factors: 1. Nican Limited is already a reporting issuer in British Columbia and Alberta, with its securities listed on the TSX Venture Exchange under the symbol NICN. 2. The company has a significant connection to Ontario, with over 20% of its common shares owned by Ontario residents, its mind and management primarily located in Ontario, and both its head office and registered office situated in Ontario. 3. The continuous disclosure requirements in British Columbia and Alberta, where Nican Limited is already a reporting issuer, are substantially the same as those in Ontario. 4. Nican Limited is not in default of any securities legislation in British Columbia or Alberta, nor is it in default of any rules, regulations, or policies of the TSX Venture Exchange. 5. The company has assessed and determined its significant connection to Ontario as per the requirements of the TSX Venture Exchange Corporate Finance Manual. The OSC's decision to grant reporting issuer status to Nican Limited in Ontario is not expected to be prejudicial to the public interest. The order was issued on September 21, 2022. |
| 38.188 | 2022-09-22 | E-L Financial Corporation Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/e-l-financial-corporation-limited-0 | The Securities Commission granted an exemption to an issuer from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which stipulates that an issuer must take up all securities validly deposited and not withdrawn under an issuer bid before extending the bid, provided certain terms and conditions are met. This decision was made in connection with the issuer's proposed purchase of a portion of its issued and outstanding common shares through an issuer bid. The issuer is a reporting issuer in all Canadian provinces, with its shares listed on the Toronto Stock Exchange. The board believes that the purchase of shares is in the best interests of the company and its shareholders, as it provides value and reflects the underlying value and growth prospects of the issuer. The issuer bid, which commenced on August 22, 2022, involves a modified Dutch auction procedure with a specified price range for the shares. The issuer will fund the purchase from available cash and a loan facility. Shareholders can tender their shares at specified prices within the range or at the final purchase price determined by the auction tenders. The exemption was granted subject to conditions, including that the issuer must take up and pay for the shares as described in the issuer bid circular, be eligible to rely on the Liquid Market Exemption under Multilateral Instrument 61-101, issue a press release announcing the exemption, and comply with U.S. Regulation 14E. The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the issuer has provided notice that it intends to rely on the exemption in multiple Canadian jurisdictions. |
| 38.189 | 2022-09-22 | United Corporations Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/united-corporations-limited-2 | The Securities Commission granted an exemption to United Corporations Limited (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement stipulates that an issuer must take up all securities deposited and not withdrawn before extending an issuer bid, provided all terms and conditions have been met or waived. The Filer, a corporation in good standing under the Business Corporations Act (Ontario), is a reporting issuer in Ontario and Quebec with shares listed on the Toronto Stock Exchange. The Filer initiated an issuer bid to purchase a portion of its outstanding common shares through a modified Dutch auction, proposing a purchase price range of $90.00 to $110.00 per share, with the intent to buy back up to $50,000,000 worth of shares. The Board of the Filer believes this buyback is in the best interests of the company and its shareholders, as it provides value to shareholders and addresses the Board's view that the market price does not fully reflect the company's value. The exemption was sought because the Filer wished to extend the offer without first taking up all shares, as the final purchase price could not be determined until the end of the offer period, which could potentially include an extension. This was in conflict with Regulation 14E under the U.S. Securities Exchange Act of 1934, which requires prompt payment for shares at the offer's expiry without allowing for the extension procedure required by NI 62-104. The exemption was granted subject to conditions, including that the Filer must take up and pay for the shares as described in the issuer bid circular and comply with Regulation 14E. The Filer must also be eligible to rely on the Liquid Market Exemption and issue a press release announcing the exemption within one business day of receipt. The decision was made under the authority of the Ontario Securities Commission, with the Filer intending to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The exemption was granted based on the Filer's representations and compliance with the conditions set by the principal regulator. |
| 38.190 | 2022-09-22 | E-L Financial Corporation Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/e-l-financial-corporation-limited-0 | The Securities Commission has granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid. This decision is in connection with the issuer's proposed purchase of a portion of its common shares through an issuer bid, which commenced on August 22, 2022. Under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, an issuer is typically not allowed to extend a bid unless it first takes up all securities validly deposited and not withdrawn. However, the issuer sought an exemption from this requirement, arguing that the determination of the purchase price for the shares requires knowledge of all shares tendered, which would not be possible if shares had to be taken up before any extension of the offer. The Commission agreed to grant the exemption, subject to conditions that include the issuer taking up and paying for the shares as described in the issuer bid circular, eligibility to rely on the Liquid Market Exemption, prompt announcement of the exemption receipt, and compliance with Regulation 14E of the Securities Exchange Act of 1934 in the United States. The issuer's bid involves a modified Dutch auction procedure with a specified price range for the shares, and the purchase will be funded through a combination of cash on hand and a margin loan facility. The issuer believes the bid is in the best interests of the company and its shareholders, providing value and potentially increasing equity ownership for non-tendering shareholders. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The issuer also provided notice that it intends to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces. |
| 38.191 | 2022-09-22 | United Corporations Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/united-corporations-limited-2 | The Securities Commission granted an exemption to United Corporations Limited (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which stipulates that an issuer must take up all securities deposited and not withdrawn under an issuer bid before extending the bid if all terms and conditions have been met or waived. This exemption is in relation to the Filer's issuer bid to purchase a portion of its issued and outstanding common shares through a modified Dutch auction procedure, with the intent to return up to $50,000,000 of capital to shareholders. The Filer argued that the requirement to take up shares before extending the bid was incompatible with Regulation 14E of the U.S. Securities Exchange Act of 1934, which mandates prompt payment for shares at the expiry of the offer and does not allow for the extension process required by NI 62-104. The Filer needed the exemption to finalize the purchase price, considering all shares tendered before and during any extension period. The exemption was granted on the condition that the Filer takes up and pays for the validly deposited shares as described in the issuer bid circular, complies with the requirements of Regulation 14E, and continues to qualify for the Liquid Market Exemption under Multilateral Instrument 61-101. Additionally, the Filer must issue a press release announcing the receipt of the exemption within one business day. The decision was made by the Ontario Securities Commission, which served as the principal regulator, and the exemption was to be relied upon in multiple Canadian jurisdictions. The Filer's shares are listed on the Toronto Stock Exchange under the symbol UNC, and the company is a reporting issuer in Ontario and Quebec. The Filer's board believes that the offer is in the best interests of the company and its shareholders, as it provides value and increases equity ownership for non-tendering shareholders. The offer was not expected to affect the Filer's ability to pursue business opportunities or growth. |
| 38.192 | 2022-09-22 | Economic Investment Trust Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/economic-investment-trust-limited-1 | The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid, as stipulated in subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The issuer, Economic Investment Trust Limited, initiated an issuer bid to purchase a portion of its outstanding common shares through a modified Dutch auction, with the intention to enhance shareholder value and capitalize on the shares' trading price, which the Board believes does not reflect the company's underlying value or growth prospects. The exemption was granted under the condition that the issuer complies with the terms set out in the bid circular and the requirements of Regulation 14E under the U.S. Securities Exchange Act of 1934. The issuer must also take up and pay for, or otherwise deal with, the shares as described in the circular, be eligible to rely on the Liquid Market Exemption under Multilateral Instrument 61-101, and issue a press release announcing the exemption within one business day of receiving it. The decision was made considering the issuer's representations, including its financial position, the structure of the bid, the confidentiality of tendered shares, and the impact on the market liquidity post-bid. The issuer's shares are listed on the Toronto Stock Exchange, and the bid was subject to U.S. regulations due to cross-border implications. The exemption allows the issuer to extend the bid without first taking up all tendered shares, enabling a final determination of the purchase price after considering all shares tendered during the extension period. |
| 38.193 | 2022-09-22 | E-L Financial Corporation Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/e-l-financial-corporation-limited-1 | The Ontario Securities Commission granted an exemption to E-L Financial Corporation Limited (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement states that an issuer must not extend a take-over bid unless it first takes up all securities validly deposited and not withdrawn if all terms and conditions of the offer have been met or waived. The exemption was sought in connection with the Filer's issuer bid to purchase a portion of its issued and outstanding common shares through a modified Dutch auction, with the intent to return up to $100,000,000 of capital to shareholders. The Filer is a reporting issuer in all Canadian provinces, with its shares listed on the Toronto Stock Exchange. The board believes that the offer is in the best interests of the company and its shareholders, as it provides value and reflects the underlying value of the company better than the recent trading price. The exemption was granted subject to conditions, including that the Filer must take up and pay for, or deal with, the shares as described in the issuer bid circular and comply with the Liquid Market Exemption under Multilateral Instrument 61-101. Additionally, the Filer must comply with Regulation 14E under the U.S. Securities Exchange Act of 1934 concerning the offer and promptly announce the receipt of the exemption. The decision was made considering the Filer's representations, including its corporate status, share structure, the board's rationale for the offer, the offer's terms, funding sources, and the impact on shareholders and the market. The Filer's reliance on the Liquid Market Exemption was based on the liquidity of the market for its shares and an opinion provided by Cormark Securities Inc. The exemption allows the Filer to extend the offer without first taking up all tendered shares, facilitating the determination of the final purchase price while accommodating additional tenders during the extension period. |
| 38.182 | 2022-09-23 | Guardian Capital LP | National Instrument 81-105 Mutual Fund Sales Practices, ss. 5.1(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-6 | The Securities Commission has granted an exemption to an investment fund manager, Guardian Capital LP, from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105). This exemption allows the fund manager to cover the direct costs incurred by participating dealers for sales communications, investor conferences, or seminars that primarily aim to educate on financial planning topics such as investing, retirement, tax, and estate planning. The exemption is subject to several conditions to ensure compliance with the spirit of NI 81-105. These conditions include: - Adherence to subsections 5.1(b) through (e) of NI 81-105. - No requirement for participating dealers to sell the fund manager's products. - No additional incentives for recommending the funds to investors, beyond what is permitted by NI 81-105. - Educational materials must contain only general information and not provide specific advice. - The fund manager must prepare or approve the content and select or approve qualified speakers. - Educational materials must clearly state they are for informational purposes only and not advice. - Materials must indicate the types of professionals qualified to provide advice on the topics presented. The decision is based on the belief that providing educational information on financial planning can benefit investors by equipping them to make informed financial decisions. The exemption was granted under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. |
| 38.183 | 2022-09-23 | Akumin Inc. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/akumin-inc-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) consented to the continuance of Akumin Inc. (the Applicant) from Ontario to Delaware. This decision is based on the Business Corporations Act (Ontario) and its Regulation 398/21, specifically section 181 of the Act and subsection 21(b) of the Regulation. Key facts include: - Akumin Inc. is an offering corporation under the OBCA with common shares listed on the TSX and NASDAQ. - The company intends to continue under the Delaware General Corporation Law (DGCL) to reduce operating expenses and improve capital raising capabilities. - Shareholders approved the continuance with a 99.9% vote in favor, and no dissenting rights were exercised. - Akumin Inc. will remain a reporting issuer in Ontario and other Canadian provinces and territories, except Quebec. - The company is not in default of any provisions of the OBCA, the Securities Act, or any rules of the TSX and NASDAQ, nor is it subject to any proceedings. - Rights, duties, and obligations under the DGCL are substantially similar to the OBCA, with material differences disclosed to shareholders. - The OSC consented to the continuance as it is not prejudicial to the public interest. The Applicant also provided an undertaking to the OSC to file a Submission to Jurisdiction Form through SEDAR upon ceasing to maintain a corporate office in Canada after the continuance. The OSC's consent was given on September 23, 2022, allowing Akumin Inc. to continue as a corporation under Delaware law. |
| 38.184 | 2022-09-23 | Desjardins Global Asset Management Inc. and the Alternative Funds | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(iv) and (v), and 2.6.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-global-asset-management-inc-and-alternative-funds | The Securities Commission granted an exemption to Desjardins Global Asset Management Inc. (the Filer) on behalf of its managed alternative mutual funds (the Alternative Funds) from certain short selling restrictions under Regulation 81-102. The exemption allows the Alternative Funds to short sell index participation units (IPUs) of one or more IPU issuers up to 100% of the fund's net asset value (NAV) at the time of sale. The exemption specifically relaxes the following restrictions: - The Single Issuer Short Restriction, which limits short sales of a single issuer's securities to 10% of the fund's NAV. - The Aggregate Short Restrictions, which limit the combined value of short sales and cash borrowing to 50% of the fund's NAV. The decision was based on the rationale that IPUs represent diversified and liquid investments, reducing the concentration risk associated with shorting a single issuer. The exemption is subject to conditions, including compliance with the Aggregate Limit of 300% of the fund's NAV when combining exposure to short selling, cash borrowing, and specified derivatives. The Alternative Funds must also comply with other applicable requirements of Regulation 81-102 and ensure that short sales are consistent with the funds' investment objectives and strategies. The decision was made under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The decision also applies to other Canadian jurisdictions through the Passport System, as outlined in Regulation 11-102. The Alternative Funds' prospectuses must disclose the ability to short sell IPUs up to 100% of the fund's NAV, including the material terms of the decision. |
| 38.185 | 2022-09-23 | Reef Resources Ltd. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 12-202 Revocation of Certain Cease Trade Orders. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reef-resources-ltd-s-144 | The Securities Commission has revoked a cease trade order against an issuer after the issuer remedied its previous defaults in continuous disclosure filings. The initial cease trade order was issued due to the issuer's failure to file audited annual financial statements and related documents for the year ended July 31, 2013, and subsequent periods. The issuer has since updated its filings, although certain outstanding filings remain unsubmitted. The issuer argued that these should not be required, and the Commission exercised its discretion to agree, provided the issuer is current with all other disclosure obligations and not in default under the Securities Act or related regulations. The revocation is based on the issuer's compliance with continuous disclosure obligations, payment of all required fees, and the absence of any undisclosed material changes in its business. The issuer is not involved in any significant transactions like a reverse takeover or merger. The decision to revoke the cease trade order was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and in accordance with National Policy 12-202 Revocation of Certain Cease Trade Orders. The outcome allows the issuer to resume trading, contingent on the concurrent revocation of similar orders from other jurisdictions. |
| 38.186 | 2022-09-23 | 1832 Asset Management L.P. | National Instrument 81-101 Mutual Funds Prospectus Requirements, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-21 | The Securities Commission has granted an exemption to a group of alternative mutual funds managed by 1832 Asset Management L.P. from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement prohibits the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund. The decision allows the consolidation of simplified prospectuses for alternative mutual funds with those of conventional mutual funds managed by the same entity or its affiliates. The rationale for the exemption includes cost reduction, streamlined distribution, and simplified investor comparison between fund types. The decision also notes that similar consolidation is permitted for exchange-traded funds under National Instrument 41-101 General Prospectus Requirements (NI 41-101), suggesting mutual funds should not be treated differently. The exemption is contingent on the funds continuing to provide investors with the required fund facts documents and making the simplified prospectus available upon request. The Ontario Securities Commission, acting as the principal regulator, approved the exemption after determining it met the necessary legislative criteria. The exemption applies across multiple Canadian jurisdictions under the passport application system. |
| 38.181 | 2022-09-26 | Remgro Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/remgro-limited-0 | The Securities Commission has granted an exemption from the prospectus requirement to a South African company (the Filer) for the distribution of shares of another South African entity (GND) to its Canadian shareholders. This distribution is to be executed as a dividend in specie on a pro rata basis. The exemption was necessary because the distribution did not fall under any existing legislative exemptions, and the Filer is not a reporting issuer in Canada. The Filer has a de minimis presence in Canada, with Canadian shareholders holding approximately 0.01% of its outstanding ordinary shares. The Filer and GND are both subject to South African regulatory requirements and are not in default of any Canadian securities legislation. The key reasoning for the exemption includes the minimal impact on Canadian markets, the lack of an investment decision required from Canadian shareholders to receive the distribution, and the fact that there will be no active trading market for the GND shares in Canada post-distribution. The outcome is that the Filer is allowed to distribute the GND shares to its Canadian shareholders without issuing a prospectus, under the condition that any first trade of these shares in Canada must comply with certain conditions outlined in National Instrument 45-102 - Resale of Securities or OSC Rule 72-503 - Distributions Outside Canada to not be considered a distribution. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74(1), and is supported by the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.179 | 2022-09-29 | New Carolin Gold Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/new-carolin-gold-corp | The Securities Commission has granted an application from a company (the Filer) for it to cease being a reporting issuer in Canada. The decision was made under the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The application was made in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer. The key facts supporting the decision are: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The Filer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The outcome is that the Filer has been deemed to no longer be a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). This decision is based on the test set out in the legislation, which the Filer has met. The order evidences the decision of the securities regulatory authority or regulator in Ontario as well. |
| 38.180 | 2022-09-29 | Great Bear Royalties Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/great-bear-royalties-corp | The Securities Commission has granted an application by a company for it to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on several key criteria: 1. The company is not an OTC reporting issuer, meaning it is not quoted in the U.S. Over-the-Counter Markets as per Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 securityholders in each jurisdiction within Canada and less than 51 securityholders worldwide. 3. The company's securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or any other country. 4. The company is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows the company to cease its reporting issuer obligations in the specified Canadian jurisdictions. |
| 38.177 | 2022-09-30 | Ontario Power Generation Inc. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, s. 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ontario-power-generation-inc-1 | The Ontario Securities Commission (OSC) has granted Ontario Power Generation Inc. (the Filer) an exemption from the requirement to prepare financial statements in accordance with Canadian Generally Accepted Accounting Principles (GAAP) for publicly accountable enterprises. Instead, the Filer is permitted to use U.S. GAAP for its financial statements. This exemption is based on the Filer's involvement in rate-regulated activities and the fact that it is not an SEC issuer, which would otherwise allow it to use U.S. GAAP under section 3.7 of National Instrument 52-107. The exemption replaces a previous relief granted in 2018, which was set to expire no later than January 1, 2024, or upon the International Accounting Standards Board (IASB) mandating a specific standard for entities with rate-regulated activities. Since the IASB has not yet finalized such a standard, the Filer requires more time to transition to IFRS if necessary. The granted exemption will remain in effect until the earliest of January 1, 2027; the day after the Filer ceases rate-regulated activities; or two years after the IASB publishes a final Mandatory Rate-regulated Standard, should it come into effect. The decision is applicable in Ontario and is automatically effective in other Canadian jurisdictions that are part of the Passport System. |
| 38.178 | 2022-09-30 | Brookfield Property Partners L.P. et al. | : Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii). National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4, 2.8 and 8.1(2). Form 44-101F1 Short Form Prospectus, ss. 6.1, 11.1(1), 12.1 and 13.3. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.5 and 8.6. National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2). National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-property-partners-lp-et-al-0 | Summary of the Securities Commission Decision: The Securities Commission granted exemptive relief to Brookfield Property Partners L.P., Brookfield Property Finance ULC (Debt Issuer), and Brookfield Property Preferred Equity Inc. (Pref Issuer) (collectively, the Filers) from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus requirements under Ontario securities law and related instruments. This relief was sought due to the Filers' inability to rely on the standard exemption for credit support issuers, primarily because of their partnership structure and the fact that certain preference shares may be convertible into other series of preference shares. Key Facts: - Brookfield Property Partners is a Bermuda exempted limited partnership and a reporting issuer in multiple jurisdictions. - The Filers are not in default of any securities legislation requirements. - Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities laws. - The Units of Brookfield Property Partners were delisted from the Toronto Stock Exchange following an arrangement agreement and subsequent acquisition by Brookfield Asset Management Inc. - The Filers intend to file Base Shelf Prospectuses for the issuance of preferred limited partnership units, debt securities, and preference shares, which will be guaranteed by Brookfield Property Partners and related entities. Reasoning: - The Filers meet the conditions set out in subsection 13.4(2.1) of National Instrument 51-102, except for certain specified deviations. - The Filers will be treated as if they meet the definition of parent credit supporter and subsidiary credit supporter, despite the indirect ownership structure. - The Securities will be considered designated credit support securities, with certain conditions. - The Filers will comply with all filing requirements and procedures except for those from which they have been exempted. Outcome: - The Filers are granted the Exemption Sought, subject to conditions that include compliance with modified continuous disclosure requirements and the filing of financial statements and material change reports as specified. - The 2018 Decision granting previous exemptions is revoked. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii) - National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4, 2.8, and 8.1(2) - National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4 - National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, ss. 8.5 and 8.6 - National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1 - National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1 - National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2) - National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2) |
| 38.175 | 2022-10-03 | Arcadis N.V. and IBI Group Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 121(2)(a)(ii). Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 158(1.1). National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committee, s. 8.1. National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. National Instrument 58-101 Corporate Governance Practices, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/arcadis-nv-and-ibi-group-inc | The Securities Commission has granted an exemption to a Canadian subsidiary (Subco) of a Netherlands-listed company (Parent) from certain Canadian continuous disclosure, certification, audit committee, and insider reporting requirements. This decision is based on the Parent providing a full and unconditional guarantee of Subco's outstanding debt securities. Key points of the decision include: - Subco is exempt from continuous disclosure requirements under National Instrument 51-102 (NI 51-102) and audit committee requirements under National Instrument 52-110 (NI 52-110), provided the Parent maintains ownership of all Subco voting securities and complies with Dutch financial reporting and market abuse regulations. - Subco is also exempt from certification requirements under National Instrument 52-109 (NI 52-109) and insiders of Subco are exempt from insider reporting requirements under National Instrument 55-102 (NI 55-102) and National Instrument 55-104 (NI 55-104), with conditions. - The Parent's securities are not registered under the U.S. Securities Exchange Act of 1934, and Canadian residents own less than 10% of the Parent's equity securities. - The Parent is subject to the Netherlands Listing Rules and the European Market Abuse Regulation, ensuring compliance with rigorous disclosure requirements. - Subco is not required to issue financial statements to debt holders as per the terms of the debt securities indenture. - The exemption is conditional upon Subco filing all Parent's disclosure documents required in the Netherlands on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and providing consolidating summary financial information. - The exemption will expire five years from the date of the decision. The decision is underpinned by various legislative provisions, including the Securities Act (Ontario), the Business Corporations Act (Ontario), and several National Instruments (NI 51-102, NI 52-109, NI 52-110, NI 55-102, NI 55-104, and NI 58-101). The exemption aims to align Subco's reporting obligations with those of the Parent and to avoid the release of potentially misleading financial information. |
| 38.176 | 2022-10-03 | Brookfield Business Partners L.P. and Brookfield Business Corporation | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 5, and s. 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-business-partners-lp-and-brookfield-business-corporation-0 | The Securities Commission has granted an exemption to Brookfield Business Corporation (BBUC) from the requirements of Part 5 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which pertains to related party transactions. This exemption is conditional and applies to transactions with parties other than Brookfield Business Partners L.P. (BBU) or its subsidiaries. BBUC, a controlled subsidiary of BBU, was established to offer investors an alternative means to indirectly invest in BBU units through exchangeable shares, which are economically equivalent to BBU units. BBUC is expected to engage in transactions with related parties that are not BBU or its subsidiaries, which would indirectly affect BBU as well. The exemption is based on several conditions, including that all equity securities of BBUC are owned by BBU, BBU consolidates BBUC in its financial statements, and BBU will comply with the related party transaction requirements as if it directly entered into the transactions. Additionally, any formal valuation and disclosure documents related to these transactions must be identical for both BBU and BBUC and filed on both entities' SEDAR profiles. The decision is underpinned by the rationale that BBU and BBUC operate as a single economic entity and that the economic interests of BBU unit holders and BBUC exchangeable share holders are aligned. Therefore, the protections of MI 61-101 for minority shareholders are deemed unnecessary for BBUC's related party transactions, provided the conditions are met. |
| 38.172 | 2022-10-05 | Brookfield Asset Management Ltd | Securities Legislation of Ontario: 1. Section 12.2 of National Instrument 41-101 -- General Prospectus Requirements (NI 41-101) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-asset-management-ltd | The Ontario Securities Commission granted Brookfield Asset Management Ltd. (the Filer) an exemption from certain requirements related to the use of restricted security terms in its securities documentation. This decision allows the Filer to use alternative terminology to describe its Class A limited voting shares, Class B limited voting shares, and Special Limited Voting Shares in its prospectus and continuous disclosure documents. The Filer argued that the terms "non-voting security," "restricted voting security," and "subordinate voting security" did not accurately describe its shares, and proposed using "limited voting" instead. The Commission agreed, subject to conditions ensuring that no other restricted securities are issued and outstanding other than the specified shares, and that the Filer's disclosure documents are consistent with the representations made. The decision was made under the securities legislation of Ontario, specifically referencing National Instrument 41-101 - General Prospectus Requirements, National Instrument 51-102 - Continuous Disclosure Obligations, and OSC Rule 56-501 - Restricted Securities. The exemptions are conditional upon the Filer adhering to the terms outlined in the decision and are specific to the Filer's unique share structure and the planned special distribution by Brookfield Asset Management Reinsurance Partners Ltd. |
| 38.173 | 2022-10-05 | Gain Capital – Forex.com Canada Ltd. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gain-capital-forexcom-canada-ltd-et-al-1 | Summary of the Securities Commission Decision: The Securities Commission granted exemptive relief to a Canadian investment dealer (the Canadian Filer) and its affiliates from the prospectus requirement for the distribution of over-the-counter (OTC) contracts for difference (CFDs) and foreign exchange contracts to investors, subject to specific terms and conditions. The Canadian Filer is registered as an investment dealer and a member of the Investment Industry Regulatory Organization of Canada (IIROC), and it complies with IIROC rules and acceptable practices applicable to OTC offerings. The relief allows the Canadian Filer to offer OTC Contracts to investors using a clear and plain language risk disclosure document instead of a prospectus. This document contains similar disclosures to those required for recognized options under OSC Rule 91-502 and the regime for OTC derivatives contemplated by the non-adopted Proposed OSC Rule 91-504, as well as the Quebec Derivatives Act. The Canadian Filer's affiliates also received relief from the prospectus requirement for the distribution of OTC Contracts to the Canadian Filer in connection with offsetting transactions. The Canadian Filer acts as both market intermediary and principal or counterparty to OTC transactions with clients. It manages risk by placing identical offsetting OTC trades with a Canadian Filer Affiliate. The relief is consistent with the guidelines in OSC Staff Notice 91-702 and is subject to a four-year sunset clause. The relief is conditional upon the Canadian Filer's registration as an investment dealer, membership with IIROC, and compliance with IIROC rules and acceptable practices, as well as the terms of a non-resident undertaking. The decision is based on the understanding that the Canadian Filer will not offer CFDs linked to cryptocurrencies or other novel asset classes without IIROC's consent, and that OTC Contracts will only be available for underlying instruments traded in well-regulated markets. The relief is granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1), and is informed by OSC Rule 91-502, OSC Rule 91-503, and the non-adopted Proposed OSC Rule 91-504. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 53 and 74(1) - OSC Rule 91-502 Trades in Recognized Options - OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario - Proposed OSC Rule 91-504 OTC Derivatives (not adopted) - Quebec Derivatives Act - IIROC Rules and Acceptable Practices - National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions The decision was made on October 5, 2022, by the Ontario Securities Commission as the principal regulator. |
| 38.171 | 2022-10-06 | Sprott Asset Management LP and Sprott Physical Battery Metals Trust | National Instrument 81-102 Investment Funds, ss. 6.1(1), 6.2, 6.3, and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sprott-asset-management-lp-and-sprott-physical-battery-metals-trust | The Securities Commission granted an exemption to an exchange-traded non-redeemable investment fund (the Trust) from certain custodian requirements under National Instrument 81-102 Investment Funds (NI 81-102). The Trust, managed by Sprott Asset Management LP, invests primarily in physical battery metals such as Nickel, Cobalt, and Lithium, which are stored in specialized warehouses across various jurisdictions. The exemption allows the Trust to use specialized warehouse providers in the Netherlands, Belgium, Singapore, South Korea, Malaysia, the U.S., and Canada as custodians for the battery metals, deviating from the standard custodian qualifications under NI 81-102. This decision is subject to conditions, including: 1. The battery metals must be stored in LME-approved warehouses operated by three specified warehouse providers. 2. The metals must be fully insured against loss, theft, and damage. 3. A single entity, acting as the valuation agent, must complete daily reconciliations among the warehouse providers and the custodian of the fund's cash before calculating the fund's net asset value (NAV). The decision was made considering the unique nature of the Trust's assets, which are physical commodities rather than securities or cash typically held by custodians under NI 81-102. The exemption was granted on the basis that the Trust's custodial arrangements would not detract from the objectives of ensuring effective custody of the portfolio assets and would not be prejudicial to the unitholders. The Trust's prospectus will disclose the unique risks associated with the investment, including higher transaction and custody costs and risks related to the storage of battery metals with warehouse providers. The decision supports the Trust's investment objective and strategy, allowing it to provide investors with an alternative means of holding battery metals without the inconvenience of direct investment. |
| 38.168 | 2022-10-07 | Clearford Water Systems Inc | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii) and 144. National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/clearford-water-systems-inc | The Securities Commission granted an order for Clearford Water Systems Inc. (the Issuer) to no longer be considered a reporting issuer and fully revoked a previous failure-to-file cease trade order (FFCTO). The FFCTO was initially issued due to the Issuer's failure to file annual financial statements and related documents. Following a reorganization under the Bankruptcy and Insolvency Act, the Issuer sought to revoke the FFCTO and cease being a reporting issuer in all jurisdictions where it held that status. The Commission's decision was based on the Issuer's restructuring, which involved a proposal supported by secured creditors to address the Issuer's insolvency, a corporate reorganization approved by the court, and the Issuer's transition to a private company with a limited number of shareholders. The Issuer had no intention of seeking public financing or maintaining a market for its securities. The Commission concluded that the Issuer met the necessary criteria under the relevant securities legislation, specifically section 144 of the Securities Act (Ontario) for revocation of the FFCTO, and section 1(10)(a)(ii) of the same Act for ceasing to be a reporting issuer. The decision was also informed by National Policies 11-206 and 11-207, which provide guidance on the process for ceasing to be a reporting issuer and revocation of failure-to-file cease trade orders, respectively. The outcome allowed the Issuer to proceed without the obligations of a reporting issuer and without the restrictions of the FFCTO, reflecting the Issuer's new status as a private entity with a restructured capital and limited shareholder base. |
| 38.164 | 2022-10-11 | Lifeworks Inc. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lifeworks-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order that LifeWorks Inc. is deemed to have ceased to be offering its securities to the public, in accordance with subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). This decision is based on the application submitted by LifeWorks Inc., which included several representations: 1. LifeWorks Inc. is an offering corporation under the OBCA. 2. The company's head office is located in Ontario. 3. LifeWorks Inc. does not plan to seek public financing through securities offerings. 4. The company received an order on September 16, 2022, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. 5. The facts presented in the previous order remain accurate. The OSC concluded that granting the order would not be against the public interest. Consequently, the order was approved, and LifeWorks Inc. is no longer considered to be offering its securities to the public as of October 11, 2022. |
| 38.165 | 2022-10-11 | Orla Mining Ltd. | National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/orla-mining-ltd | The Securities Commission has granted an issuer relief from the requirement to include certain interim financial statements in a business acquisition report (BAR) under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), section 13.1. The issuer, a reporting company in Canada, acquired Gold Standard Ventures Corp. (GSV) and was required to file a BAR with updated financial statements for GSV. However, GSV had previously filed an information circular containing financial statements for periods close to those required for the BAR. The issuer could not directly rely on exemptions in NI 51-102, subsections 8.4(4) and (6), because it was GSV, not the issuer, that filed the information circular. To comply, the issuer proposed to file the information circular under its own profile and include the financial statements from the circular in its BAR. The Commission agreed to the exemption, provided that the issuer files the information circular under its SEDAR profile and includes the relevant financial statements from the circular in the BAR. This decision was made under the securities legislation of British Columbia and Ontario and is also applicable in other Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System. The British Columbia Securities Commission served as the principal regulator for this application. |
| 38.166 | 2022-10-11 | Ignite International Brands, Ltd | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ignite-international-brands-ltd | The Securities Commission has granted an application by an issuer to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the issuer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 worldwide, no public trading of its securities, and no defaults in securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, with the issuer also intending to rely on Multilateral Instrument 11-102 Passport System in British Columbia and Alberta. The outcome allows the issuer to cease its reporting obligations in Canada. |
| 38.167 | 2022-10-11 | Alexco Resource Corp | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1 (10) (a) (ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/alexco-resource-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c.S.5, as amended). The key factors influencing the decision included: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The issuer's securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The issuer is not in default of any securities legislation in any jurisdiction. The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The decision was made following the Process for Cease to be a Reporting Issuer Applications, and the issuer's notice of reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions including Alberta, Saskatchewan, and Manitoba. The outcome is that the issuer has been deemed to have ceased to be a reporting issuer, thereby relieving it of the reporting obligations that come with such status under Canadian securities laws. |
| 38.161 | 2022-10-13 | Hydro One Limited | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hydro-one-limited-0 | The Securities Commission has granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP, as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, the filer is permitted to use U.S. GAAP for financial reporting. This exemption is conditional and will be revoked under certain circumstances, such as if the filer ceases to have rate-regulated activities or upon the adoption of a new IFRS standard specific to entities with rate-regulated activities. The exemption replaces a similar relief granted in 2018 and will expire on January 1, 2027, unless earlier termination conditions are met. The decision is based on the filer's representations, including its status as an SEC issuer, its rate-regulated activities, and the need for sufficient time to transition to IFRS if required in the future. The Ontario Securities Commission, acting as the principal regulator, has made this decision, which also applies to multiple jurisdictions through the Passport System. |
| 38.162 | 2022-10-13 | Medical Facilities Corporation | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/medical-facilities-corporation | The Ontario Securities Commission granted an exemption to Medical Facilities Corporation (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement stipulates that an issuer must take up all securities deposited and not withdrawn before extending an issuer bid, provided all terms and conditions have been met or waived. The Filer is conducting an issuer bid through a modified Dutch auction to purchase a portion of its common shares. If the bid is undersubscribed by the expiration date, and the market price is not higher than the proposed purchase price range, the Filer may wish to extend the bid. However, the calculation of the purchase price per share requires knowledge of all tenders, which would not be possible if shares had to be taken up before any extension. The exemption is granted subject to conditions, including that the Filer must take up and pay for, or deal with, the deposited shares as outlined in the Circular, remain eligible for the Liquid Market Exemption, issue a press release announcing the exemption within one business day, and comply with Regulation 14E under the Exchange Act concerning the offer. The Filer's board believes the bid is in the best interest of the company and its shareholders, offering an efficient means of returning capital. The exemption allows the Filer to extend the offer without first taking up all shares, enabling the determination of the final purchase price after considering all shares tendered during the original and any extension period. This decision is based on the representations made by the Filer, including its compliance with relevant securities legislation and the conditions of the issuer bid. |
| 38.159 | 2022-10-14 | Ontario Genomics Institute – s. 74(1) | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 73.3 and 74(1). National Instrument 45-106 Prospectus Exemptions, s. 1.1, 6.1. Form 45-106F1 Report of Exempt Distribution and National Instrument 45-102 Resale of Securities, s. 2.5. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ontario-genomics-institute-s-741-4 | The Ontario Securities Commission (OSC) granted an exemption order to a not-for-profit corporation, whose mandate is to fund research and development projects in genomics and associated technologies. Despite not meeting the standard definition of an accredited investor under section 73.3 of the Securities Act (Ontario) and National Instrument 45-106 Prospectus Exemptions, the corporation demonstrated through its application that its staff are experts in genomics and life sciences, capable of assessing the viability of investment projects. Furthermore, all investment decisions are to be reviewed by a Private Sector Advisory Committee with significant investment experience. The OSC decided that exempting the corporation from the prospectus requirements under section 53 of the Securities Act (Ontario) would not be against the public interest. The exemption is subject to conditions, including that the corporation purchases as principal, the issuer of the securities files a report of exempt distribution if the trade is a distribution, and that the first trade in securities is considered a distribution subject to resale restrictions. This exemption order will expire in two years unless renewed. |
| 38.157 | 2022-10-18 | Ninepoint Partners LP | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-7 | The Securities Commission has granted an extension for the renewal of prospectuses for two funds managed by Ninepoint Partners LP. The decision allows an 87-day extension for the Ninepoint Carbon Credit ETF prospectus and a 73-day extension for the Ninepoint Energy Income Fund prospectus. This extension aligns their renewal dates with those of other funds under the same management, facilitating a consolidated prospectus and reducing associated costs. The decision is based on subsection 62(5) of the Securities Act, which provides regulatory authority for such extensions. The Commission determined that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, ensuring that the information remains accurate and not prejudicial to the public interest. The extensions will not affect the accuracy of information provided to investors, as current fund facts and documents will continue to be available and amended as required by legislation. The outcome is that the funds can be offered under a single, streamlined prospectus, enabling easier comparison for investors and consistent operational features across the fund platform managed by Ninepoint Partners LP. |
| 38.154 | 2022-10-26 | EHP Funds Inc. and EHP Global Multi-Asset Absolute Return Alternative Fund | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus. Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ehp-funds-inc-and-ehp-global-multi-asset-absolute-return-alternative-fund | The Securities Commission granted an exemption to a new alternative mutual fund, allowing it to include past performance data from a period when its securities were offered on a prospectus-exempt basis in its sales communications, simplified prospectus, fund facts document, and management reports of fund performance. This decision was based on the fund having substantially the same investment objectives and fee structure as during the prospectus-exempt period. The exemption was granted under specific sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. The fund must disclose that it was not a reporting issuer during the period of past performance data, that expenses would have been higher if it had been a reporting issuer, and that the Filer obtained exemptive relief for this disclosure. Additionally, the fund's financial statements since its inception must be posted on its website and made available upon request. The outcome allows the fund to use its historical performance data to calculate its investment risk level and to include this data in its marketing and reporting materials, despite not having distributed securities under a simplified prospectus for 12 consecutive months. |
| 38.155 | 2022-10-26 | Harvest Portfolios Group Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/harvest-portfolios-group-inc-1 | The Securities Commission granted an exemption to an investment fund manager, allowing the use of Lipper Awards and Lipper Leader Ratings in sales communications for mutual funds under their management. This exemption deviates from the standard requirements of paragraphs 15.3(4)(c) and (f) of National Instrument 81-102 Investment Funds (NI 81-102), which typically restrict the reference to performance ratings or rankings unless they meet certain criteria, including being up-to-date and covering all required periods. The exemption is conditional on the inclusion of specific disclosures in sales communications, such as the award or rating category, the number of funds in the category, the ranking entity, the period the award or rating is based on, and a statement that ratings are subject to monthly change. Additionally, the Lipper Awards referenced must not be older than 365 days from the date of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made under the authority of section 19.1 of NI 81-102, with the Ontario Securities Commission acting as the principal regulator. The exemption was granted on the basis that the Lipper Awards and Ratings provide valuable, objective, and transparent performance measures that can aid investors in making informed decisions, and that their use in sales communications would not be misleading. |
| 38.149 | 2022-10-31 | C.S.T. Spark Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cst-spark-inc-et-al | The Securities Commission has granted an extension to the lapse date of the prospectus for a group of education portfolio funds managed by C.S.T. Spark Inc. This extension aligns the prospectus renewal date with that of another fund under the same management, facilitating their combination into a single prospectus. The decision is based on the rationale that there have been no material changes in the affairs of the funds since the last prospectus filing, and the extension will not compromise the accuracy or relevance of the information provided to investors. The extension is permitted under subsection 62(5) of the Securities Act (Ontario), and the decision is made in the public interest, as it allows for cost reduction and streamlined disclosure without affecting investor protection. |
| 38.150 | 2022-10-31 | Imperial Oil Limited | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imperial-oil-limited-4 | The Alberta Securities Commission, acting as the principal regulator, granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares. The exemptions pertain to the proportionate take-up and payment requirements, the related disclosure obligations, and the extension take-up requirement as stipulated in National Instrument 62-104 Take-Over Bids and Issuer Bids. The Filer plans to conduct a modified Dutch auction to determine the purchase price per share, with a specified aggregate purchase price of up to $1,500,000,000. Shareholders can tender shares at specified prices within a predetermined range or agree to a purchase price determined by the auction. The Filer will purchase shares at the lowest price that enables it to reach the specified dollar amount, with provisions for pro rata purchase and full purchase of odd-lot tenders. The exemption allows the Filer to extend the offer without first taking up all shares if the aggregate purchase price for tendered shares is less than the auction tender limit amount. This is necessary due to the confidentiality of tender information until the purchase price is determined and to comply with U.S. Regulation 14E, which requires prompt payment for shares at the offer's expiry without allowing for the extension mechanism required by Canadian regulations. The Filer is relying on the liquid market exemption for issuer bids, indicating a reasonable expectation that a liquid market for the shares will exist post-offer. The decision requires the Filer to comply with certain conditions, including taking up and paying for shares as described, eligibility for the liquid market exemption, prompt announcement of the exemption receipt, and compliance with U.S. Regulation 14E. |
| 38.151 | 2022-10-31 | Mulvihill Capital Management Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.1(1), (1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mulvihill-capital-management-inc-et-al-0 | The Securities Commission has granted an exemption to exchange-traded mutual funds (ETFs) managed by Mulvihill Capital Management Inc. from the concentration restriction in sections 2.1(1) and (1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows each ETF to invest beyond the usual concentration limits to fulfill its fundamental investment objective of long-term capital appreciation by purchasing and holding equity securities of a single U.S. public issuer listed on the NASDAQ or New York Stock Exchange (NYSE). For alternative mutual funds, this includes using leverage of up to 25% of the ETF's unlevered net asset value through cash borrowing to purchase these specified securities. The decision is contingent on several conditions, including the ETFs meeting the definition of a fixed portfolio investment fund (except for being in continuous distribution), purchases aligning with the ETF's investment objectives, the U.S. public issuer and its securities meeting specified capitalization and liquidity standards, and the ETF not becoming an insider of the U.S. public issuer as a result of purchases. Additionally, the ETF's prospectus must contain specific disclosures about the investment strategy, risks, and differences from directly purchasing the specified securities, and the ETFs cannot be used as a financing vehicle by the U.S. public issuer. The exemption is based on the rationale that the ETFs' strategy is transparent, passive, and fully disclosed to investors, and that the securities of the specified U.S. public issuers are highly liquid, mitigating concentration risks. It also considers that many investors may not be able to achieve meaningful exposure to these issuers through direct investment due to the high market price per security. The ETFs provide a means for investors to gain such exposure. The decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. |
| 38.148 | 2022-11-01 | Covington Fund II Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/covington-fund-ii-inc-0 | The Securities Commission has granted an application by Covington Fund II Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer. The key considerations for the decision were that Covington Fund II Inc. is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public marketplace, and the company is not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary criteria set forth in the applicable securities legislation to cease being a reporting issuer. Consequently, the order was issued, allowing Covington Fund II Inc. to no longer be subject to the reporting obligations that apply to public companies in Canada. |
| 38.147 | 2022-11-02 | TransGlobe Energy Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/transglobe-energy-corporation | The Securities Commission has granted an application by a corporation for it to cease being a reporting issuer. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and was informed by National Policy 11-206. The Alberta Securities Commission acted as the principal regulator, and the order also reflects the decision of the regulator in Ontario. The decision was based on several key facts: 1. The corporation is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The corporation's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The corporation's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The corporation has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The corporation is not in default of any securities legislation. Given these facts, the Securities Commission concluded that the corporation met the legislative requirements to cease being a reporting issuer and approved the application. |
| 38.141 | 2022-11-03 | CI Investments Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-36 | The Securities Commission has granted an exemption to CI Investments Inc. (the Filer), on behalf of CI Galaxy Multi-Crypto ETF, CI Bio-Revolution ETF, and CI Digital Security ETF (the ETFs), allowing for an extension of the prospectus lapse dates. This decision is under subsection 62(5) of the Securities Act and is based on the Filer's intention to streamline and combine the prospectuses of these ETFs with those of other ETFs under common management to reduce costs and facilitate distribution. The lapse dates for the prospectuses of the January 2022 ETF and the February 2022 ETFs were originally set for January 7, 2023, and February 17, 2023, respectively. The extension aligns these dates with those of the Affiliated Crypto ETFs (March 31, 2023) and the Affiliated CI ETFs (April 21, 2023), which are also managed by the Filer. The Filer has represented that there have been no material changes in the affairs of the ETFs since the dates of their prospectuses, ensuring that the information remains accurate. The extension is not expected to be prejudicial to the public interest as investors will continue to receive the most recent ETF fact documents, and the prospectuses will be available upon request. The decision was made in accordance with the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, and the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 - Passport System will be relied upon in other Canadian provinces and territories. The outcome is that the ETFs are permitted to extend their prospectus lapse dates without any conditions. |
| 38.142 | 2022-11-03 | Zymeworks BC Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/zymeworks-bc-inc | The Securities Commission has granted an application for an issuer to cease being a reporting issuer. The issuer met the criteria as it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, and its securities are not traded on any public market. The issuer is also not in default of any securities legislation. The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206. The British Columbia Securities Commission acted as the principal regulator, and the decision also applies to Ontario, with the intention to be relied upon in other Canadian provinces and territories. |
| 38.143 | 2022-11-03 | Chorus Aviation Inc. | National Instrument 51-102 Continuous Disclosure Obligations, s. 8.4. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chorus-aviation-inc-0 | The Securities Commission granted Chorus Aviation Inc. (the Filer) an exemption from the requirement to include certain financial statements in its Business Acquisition Report (BAR) as mandated by section 8.4 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 3 of Form 51-102F4. This exemption pertains to the financial statements related to the acquisition of DB AVO US LLC and certain Trust Interests, which the Filer could not provide due to the lack of historical financial records prepared in accordance with Generally Accepted Accounting Principles (GAAP). The Filer, a reporting issuer in all Canadian provinces and territories, completed a significant acquisition of Falko Regional Aircraft and associated entities, which triggered the BAR filing requirement. However, the Filer argued that it was impracticable to prepare the required financial statements for DB AVO US LLC and the Trust Interests, as they had never been prepared in accordance with GAAP, and no relevant laws mandated their preparation. Additionally, the Filer contended that these financial statements were not material to its investment decision or to potential investors' understanding of the acquisition. The Securities Commission, upon reviewing the Filer's application and considering the lack of materiality of the missing financial statements, determined that granting the exemption would not be prejudicial to the public interest. Consequently, the exemption was granted, allowing the Filer to omit the specified financial statements from its BAR. This decision was made under the authority of section 13.1 of NI 51-102 by the Nova Scotia Securities Commission, acting as the principal regulator, and was also representative of the decision of the securities regulatory authority in Ontario. The decision was made in accordance with the Multilateral Instrument 11-102 Passport System and National Instrument 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.140 | 2022-11-04 | RBC Global Asset Management Inc. and the Funds | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d), 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-and-funds | The Securities Commission granted an exemption from the cash cover requirements outlined in section 2.8(1)(d) of National Instrument 81-102 Investment Funds (NI 81-102) to RBC Global Asset Management Inc. (the Filer) on behalf of the Funds it manages. This exemption applies to certain cross hedging strategies, specifically Government Bond Rate Cross Hedging and Equity Cross-Market Hedging, under specified conditions. The exemption allows the Funds to hedge their exposure to interest rates of government bonds and equity indices without the need to hold cash cover, which is typically required to prevent mutual funds from obtaining leveraged exposure to portfolio assets through derivatives. The Filer argued that these cross hedging strategies do not increase leverage in the manner that the cash cover requirements aim to address, but rather replace exposure to one benchmark with another preferred by the portfolio manager. The decision was made under section 19.1 of NI 81-102 and is subject to conditions ensuring that the hedging strategies are consistent with the Funds' investment objectives and strategies, and that the long derivatives positions do not exceed the market value of their corresponding short positions and holdings. If the long derivatives exposure exceeds the aggregate amount of the corresponding short positions and holdings, the Fund must reduce its exposure or allocate additional cash cover or margin. The Ontario Securities Commission served as the principal regulator for this application, and the Filer provided notice that it intends to rely on section 4.7(1) of Multilateral Instrument 11-102 - Passport System in multiple Canadian jurisdictions. The decision is based on representations by the Filer regarding its registration, the nature of the Funds, and the intended use of derivatives for hedging purposes. The Filer has also developed policies and procedures to monitor compliance with the requirements of NI 81-102 and the conditions of the granted exemption. |
| 38.139 | 2022-11-09 | Evermore Capital Inc. and the Funds | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evermore-capital-inc-and-funds | The Securities Commission has granted an extension to the lapse date for the prospectus of certain exchange-traded funds (ETFs) managed by Evermore Capital Inc. The original lapse date of February 11, 2023, has been extended to May 23, 2023. This decision allows the ETFs to incorporate the most current audited financial information into their renewed offering documents, thus avoiding the inefficiency and expense of a short-term review of interim unaudited financial statements. The extension was granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically subsection 62(5). The decision was based on several key points: 1. Evermore Capital Inc. is the investment fund manager of the ETFs in question and is registered accordingly in various Canadian jurisdictions. 2. The ETFs are established under Ontario law and are reporting issuers in Canada. 3. There have been no material changes in the affairs of the ETFs since the date of their current prospectus. 4. The extension will not compromise the currency or accuracy of the information in the current prospectus or ETF facts documents. 5. Should any material changes occur, the prospectus and ETF facts documents will be amended as required by law. The decision ensures that the ETFs can maintain continuous distribution of their securities without unnecessary administrative burden and cost, which ultimately benefits the funds' securityholders. The outcome is consistent with the public interest and the regulatory framework designed to ensure accurate and current information is available to investors. |
| 38.136 | 2022-11-11 | European Stability Mechanism and European Financial Stability Facility | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). National Instrument 45-106 Prospectus Exemptions, s. 2.34(2)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/european-stability-mechanism-and-european-financial-stability-facility | The Securities Commission granted an exemption from the prospectus requirements for the distribution of certain debt securities issued by the European Stability Mechanism (ESM) and the European Financial Stability Facility (EFSF). The exemption was sought because the conditions under paragraph 2.34(2)(b) of National Instrument 45-106 Prospectus Exemptions were not met, as the debt securities were not issued by a single foreign government but were financially backed by multiple foreign governments. The EFSF, a Luxembourg-based company, has its debt securities fully guaranteed by its member states, while the ESM, an intergovernmental organization, has a capital structure and emergency funding mechanisms to protect creditors. Both entities have high credit ratings and are recognized by banking supervisory authorities for their stability and low risk. The exemption was granted under the condition that the debt securities maintain a designated rating and are distributed only to "permitted clients" that are not individuals, and through dealers registered or exempt in the jurisdiction of the trade. This exemption will remain in effect until any significant amendments to paragraph 2.34(2)(b) of NI 45-106 come into force. The decision was made in accordance with the Securities Act and relevant regulations, ensuring that the test set out in the legislation for granting such an exemption was met. |
| 38.137 | 2022-11-11 | Recipe Unlimited Corporation | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/recipe-unlimited-corporation | The Ontario Securities Commission (OSC) has granted Recipe Unlimited Corporation's application to cease being a reporting issuer under Canadian securities laws. The decision is based on the following key points: 1. Recipe Unlimited Corporation is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market regulations. 2. The company's securities are held by fewer than 15 security holders in Ontario and fewer than 51 worldwide, indicating a limited public shareholder base. 3. The company's securities are not traded on any public marketplace or facility where trading data is publicly reported, which reduces the need for public disclosure as a reporting issuer. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in violation of any securities legislation in any jurisdiction. The OSC, acting as the principal regulator, has determined that the company meets the legislative requirements to cease being a reporting issuer. The decision is supported by the securities legislation of Ontario and relies on the Multilateral Instrument 11-102 Passport System, which allows for a coordinated approach across Canadian provinces and territories. The OSC's decision effectively removes the company's obligations to file periodic reports and other continuous disclosure documents typically required of reporting issuers. |
| 38.138 | 2022-11-11 | TD Asset Management Inc. and the Top Funds | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b) and (c), 111(4), 113, and 144. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a), 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/td-asset-management-inc-and-top-funds | The Securities Commission granted an exemption to non-reporting issuer mutual funds (Top Funds) managed by TD Asset Management Inc. (TDAM) from certain self-dealing provisions under the Securities Act (Ontario) and National Instrument 31-103. This exemption allows the Top Funds to invest in securities of related underlying investment entities (Underlying Funds) without breaching self-dealing restrictions that prevent substantial security holders or responsible persons from transacting with the funds they manage. The exemption is subject to conditions, including that the Top Funds and Underlying Funds only distribute securities to accredited investors, the investments align with the Top Funds' objectives, and no duplicate management or sales fees are charged. Additionally, the Top Funds must not vote the securities of the Underlying Funds they hold, except to pass votes to beneficial holders, and must maintain a certain level of unaffiliated ownership in the Underlying Funds. The decision also revokes and replaces similar prior relief granted to TDAM, eliminating redundancy. The relief is based on representations by TDAM regarding the structure, management, and operations of the Top Funds and Underlying Funds, including their valuation, liquidity, and distribution practices. The decision is underpinned by sections 111(2)(b) and (c), 111(4), 113, and 144 of the Securities Act (Ontario), and sections 13.5(2)(a) and 15.1 of National Instrument 31-103, which regulate self-dealing and conflict of interest in securities transactions. The outcome facilitates efficient and cost-effective investment strategies for the Top Funds while ensuring investor protection through specific conditions and transparency requirements. |
| 38.134 | 2022-11-14 | Chalice Mining Limited | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chalice-mining-limited | The Ontario Securities Commission (OSC) granted an order for Chalice Mining Limited (the Filer) to cease being a reporting issuer in Ontario. The Filer is an Australian public company with its securities traded only on the Australian Securities Exchange (ASX). The decision was based on the fact that Canadian residents own less than 2% of each class of the Filer's securities and comprise less than 2% of the total number of securityholders worldwide. The Filer is not in default of any securities legislation in Canada or Australian law, nor does it have any significant connection to Canada apart from a small number of Canadian securityholders and an inactive subsidiary. The Filer has also committed to providing Canadian-resident securityholders with all continuous disclosure documents required under Australian laws, equivalent to what they would receive if the Filer remained a reporting issuer in Canada. The decision was made in accordance with the Securities Act (Ontario) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Filer met the conditions for ceasing to be a reporting issuer, including providing advance notice to Canadian securityholders and demonstrating that Canadian securityholders will continue to receive adequate information post-order. The OSC concluded that granting the order was appropriate under the legislation. |
| 38.135 | 2022-11-14 | VM Hotel Acquisition Corp. | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vm-hotel-acquisition-corp | The Ontario Securities Commission granted an exemption to VM Hotel Acquisition Corp. (the Filer), a special purpose acquisition corporation (SPAC), from the minority approval and formal valuation requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This decision was made in the context of the Filer's proposed qualifying acquisition, which involved a related party transaction. The Filer, with no operations or revenues until its qualifying acquisition, has Class A restricted voting shares with redemption rights and Class B shares without such rights. The Class A shares, listed on the Toronto Stock Exchange, have their gross proceeds placed in escrow to fund the qualifying acquisition and potential redemptions. Class B shares, held by sponsors and certain third parties, do not access the escrow funds and are not publicly traded. The exemption was conditional upon the proposed transaction qualifying for the 25% market capitalization exemption, which would apply if the Class A restricted voting shares were considered the Filer's only outstanding equity securities. The Filer was required to disclose the exemption and its implications in any related documentation provided to shareholders. This decision was based on the understanding that the Class A shares, unlike the Class B shares, do not carry a residual right to participate in the Filer's assets upon liquidation or dissolution. The exemption aimed to facilitate the Filer's qualifying acquisition while recognizing the unique structure and purpose of a SPAC. |
| 38.133 | 2022-11-16 | Evolve Funds Group Inc. and the Funds Listed in Schedule A | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-and-funds-listed-schedule | The Securities Commission has granted an exemption to extend the lapse dates for the prospectuses of three exchange-traded funds (ETFs) managed by Evolve Funds Group Inc. The decision allows for the consolidation of the prospectuses of these funds with those of other funds under the same management, aiming to streamline disclosure and reduce costs. Key Facts: - The ETFs in question are established under Ontario law and trade on the Toronto Stock Exchange. - The original lapse dates for the prospectuses were January 26, 2023, for BANK; January 5, 2023, for EBNK; and February 17, 2023, for TECE. - The extension aligns the lapse dates with the April 26, 2023, lapse date of another prospectus for six funds managed by the same investment fund manager, referred to as the April Funds. Reasoning: - The consolidation is expected to facilitate investor comparison and distribution of the funds. - There have been no material changes in the funds' affairs since the date of their respective prospectuses. - The exemption will not affect the accuracy of the information in the prospectuses and is not seen as prejudicial to the public interest. Outcome: - The lapse dates for the prospectuses of BANK, EBNK, and TECE have been extended by 68 days, 90 days, and 111 days, respectively, with no conditions attached. Relevant Laws and Regulations: - The exemption is granted under subsection 62(5) of the Securities Act (Ontario). - The decision was made in accordance with the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.132 | 2022-11-17 | Guardian Capital LP and the Funds listed in Schedule A | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-and-funds-listed-schedule | The Securities Commission has granted an exemption to extend the prospectus lapse date for a group of mutual funds managed by Guardian Capital LP. This decision, under subsection 62(5) of the Securities Act, allows the lapse date of the funds' prospectus, originally set for January 6, 2023, to be extended by 98 days to April 14, 2023. The extension is to accommodate the incorporation of audited annual financial statements into the renewal prospectus documents, avoiding the costs associated with reviewing unaudited interim financial statements. The funds, established as trusts under Ontario law, are reporting issuers in Canada and managed by the Filer, which is registered as a portfolio manager and exempt market dealer across Canada, among other registrations. The Filer is not in default of any securities legislation. The fiscal year-end for the funds is December 31, and their annual financial statements are required within 90 days post year-end. The extension will allow the funds' auditor to complete the audit and for the Filer to prepare and file the final prospectus with the auditor's consent as required by National Instrument 81-101. The Commission determined that the exemption would not compromise the accuracy of the funds' information and is not prejudicial to the public interest. The decision is based on the understanding that there have been no material changes in the funds' affairs since the date of the Prospectus, and any material changes would result in an amendment to the Prospectus and fund facts documents as required by law. New investors will receive the most recently filed fund facts documents, and the Prospectus will remain available upon request. |
| 38.128 | 2022-11-22 | NexJ Systems Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nexj-systems-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the authority of the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, with the issuer indicating reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System across various provinces and territories. The decision was based on representations by the issuer that it was not an OTC reporting issuer, had fewer than 15 security holders in Ontario and fewer than 51 worldwide, had no securities traded on any public marketplace, was not in default of any securities legislation, and sought to cease being a reporting issuer in all jurisdictions in Canada. The principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer, and therefore, the application was approved. |
| 38.127 | 2022-11-23 | Vision Capital Corporation and Vision Market Neutral Alternative Fund | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vision-capital-corporation-and-vision-market-neutral-alternative-fund | The Securities Commission has granted an application for a fund (the Fund) to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on the Fund meeting specific criteria outlined in the securities legislation. Key Facts: - The Fund is not an OTC reporting issuer. - The Fund's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. - The Fund's securities are not traded on any public marketplace in Canada or elsewhere. - The Fund is not in default of any securities legislation. Reasoning: - The Fund has satisfied the conditions for ceasing to be a reporting issuer as per the relevant securities legislation. Outcome: - The Order Sought by the Fund has been granted, allowing it to cease being a reporting issuer. Relevant Laws/Regulations: - The decision is underpinned by the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 1(10)(a)(ii), and is in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. - The application process also referenced Multilateral Instrument 11-102 Passport System and National Instrument 14-101 Definitions. |
| 38.124 | 2022-11-28 | Emerald Health Therapeutics, Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/emerald-health-therapeutics-inc | The Securities Commission has granted an application for a company to cease being a reporting issuer under the applicable securities legislation. The decision was based on the company meeting several criteria: it was not an OTC reporting issuer, its securities were owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any marketplace or facility where trading data is publicly reported, and the company was not in default of any securities legislation. The order was made in accordance with Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator, and the decision also applied to Ontario and was intended to be relied upon in several other Canadian provinces. |
| 38.125 | 2022-11-28 | TSAG ESOP Co | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1) and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tsag-esop-co | The Securities Commission granted exemptive relief to an issuer from the prospectus requirement for the distribution of its common shares to employees, directors, executive officers, consultants, and associates of a partnership or a related entity of the partnership. The issuer's sole business is to hold an interest in the partnership. The relief was granted under certain conditions, based on the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53(1) and 74(1). The issuer, TSAG ESOP Inc., is part of a group operating a Canadian engineering firm through local partnerships. The group's business in Calgary is conducted through Smith + Andersen (Calgary) Ltd., which employs about 50 people. To align the interests of employees with the group, TSAG implemented an Employee Share Ownership Plan (ESOP) allowing eligible employees to acquire shares in TSAG ESOP Inc., which in turn holds a partnership interest in TSAG. TSAG ESOP Inc. is not a reporting issuer, does not intend to become one, and its securities are not traded on any marketplace. The exemptive relief was granted with the condition that Calgary employees are not induced to purchase shares by expectation of employment, the issuer complies with certain information delivery requirements, and the issuer's sole business remains holding an interest in TSAG. Additionally, any subsequent trade of the issuer's common shares must be a distribution unless it is to an eligible participant, and eligible Calgary employees must receive a copy of the decision before the issuance or trade of common shares. The decision ensures that the distribution of shares to employees in Calgary is conducted without the need for a prospectus, under the condition that the issuer adheres to the specified operational and informational requirements. |
| 38.126 | 2022-11-28 | VM Hotel Acquisition Corp. | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vm-hotel-acquisition-corp-0 | The Ontario Securities Commission (OSC) granted VM Hotel Acquisition Inc. (the Filer) exemptions from certain requirements related to restricted securities under multiple securities regulations. These exemptions pertain to the Filer's common shares and proportionate voting shares (PV Shares) in connection with prospectus filings, continuous disclosure documents, and other regulatory documents. Key facts include: - The Filer is a special purpose acquisition corporation (SPAC) that plans to acquire The Pyure Company Inc. through a qualifying acquisition. - The Filer's capital includes class A restricted voting shares, class B shares, common shares, and PV Shares. - Upon completion of the qualifying acquisition, the PV Shares will have multiple votes per share, which technically makes the common shares "restricted securities" under existing regulations. The exemptions were granted based on the following conditions: - The PV Shares will be the only class with multiple votes per share. - The Filer will not have any other restricted securities or shares issued other than the common shares. - The Filer's disclosure documents will include information consistent with the representations made. The relevant laws and regulations underpinning the outcome include: - National Instrument 41-101 General Prospectus Requirements (NI 41-101) - National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) - National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) - OSC Rule 56-501 Restricted Shares The decision allows the Filer to refer to its common shares as such in prospectuses and other documents without the need to comply with certain restricted security disclosure requirements, provided that the conditions outlined are met. |
| 38.122 | 2022-11-29 | Blockchain Foundry Inc. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blockchain-foundry-inc | The Securities Commission has granted an application by an issuer, Blockchain Foundry Inc., to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications. The key considerations for the decision were: 1. The issuer is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The issuer is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that the issuer met the legislative requirements to cease being a reporting issuer and approved the application. |
| 38.123 | 2022-11-29 | VentureLink Innovation Fund Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/venturelink-innovation-fund-inc | The Securities Commission has granted an application by VentureLink Innovation Fund Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and was influenced by the company's representations that it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The Ontario Securities Commission acted as the principal regulator and applied the test set out in the relevant legislation to conclude that the company met the criteria for ceasing to be a reporting issuer. |
| 38.116 | 2022-12-05 | Horizons ETFS Management (Canada) Inc. and the Funds Listed in Schedule A | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-and-funds-listed-schedule | The Securities Commission has granted an extension to the lapse dates for the prospectuses of various ETFs managed by Horizons ETFs Management (Canada) Inc. The extensions are 76 days for the Active ETFs prospectus, 83 days for the Index ETFs prospectus, and 35 days for the Thematics Plus ETFs prospectus. This decision allows the incorporation of audited annual financial information into the ETFs' renewal prospectus, avoiding the costs of reviewing unaudited interim financial statements. Additionally, it enables the consolidation of ETFs offered under separate prospectuses into a single document, which is expected to streamline investor comparisons and reduce costs. The extensions are justified by the need to include audited financial statements for the Active ETFs, whose fiscal year-end is December 31, and to align the renewal of the Thematics Plus ETFs prospectus with the availability of quarterly portfolio disclosure. The Commission determined that the extensions will not compromise the currentness or accuracy of the information in the prospectuses and are not against the public interest. The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by the fact that there have been no material changes in the affairs of the ETFs since the date of their respective prospectuses, other than those for which amendments have been filed. The relief is granted without conditions under the applicable legislative provisions, including National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and National Instrument 41-101 General Prospectus Requirements. |
| 38.117 | 2022-12-05 | Advantage Energy Ltd. | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 6.1 and 2.32(4). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/advantage-energy-ltd | The Securities Commission granted Advantage Energy Ltd. an exemption from Section 2.32(4) of National Instrument 62-104 Take-over Bids and Issuer Bids, which requires an issuer to take up all securities deposited and not withdrawn under an issuer bid before extending the offer. This exemption was sought in connection with Advantage Energy Ltd.'s proposed purchase of a portion of its outstanding common shares through a modified Dutch auction, with a maximum aggregate purchase price of $100,000,000. The exemption allows the company to extend the offer without first taking up all shares if the aggregate purchase price for validly tendered shares is less than $100,000,000, provided that the company takes up and pays for the shares in the manner described in the issuer bid circular. The exemption is contingent upon the company's eligibility to rely on the Liquid Market Exemption under Multilateral Instrument 61-101 and the issuance of a press release announcing the receipt of the exemption no later than one business day following its receipt. The decision is based on representations by Advantage Energy Ltd., including the structure of the offer, the auction procedures, the determination of the purchase price, and the conditions for share tenders and withdrawals. The exemption was granted under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator and the decision evidencing the decision of the securities regulatory authority in Ontario. |
| 38.115 | 2022-12-06 | Waypoint Investment Partners Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/waypoint-investment-partners-inc-0 | The Ontario Securities Commission has granted Waypoint Investment Partners Inc. an extension of the prospectus lapse date for the Waypoint Alternative Yield Fund. The extension is for 181 days, allowing the fund's prospectus, originally set to lapse on January 31, 2023, to be consolidated with the prospectus of the Waypoint All Weather Alternative Fund, which has a lapse date of August 22, 2023. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, specifically subsection 62(5). The rationale for the extension includes cost reduction in renewal and printing, operational and administrative streamlining, and the facilitation of investor comparison of fund features. The Commission determined that there have been no material changes in the fund's affairs since the current prospectus was issued, and any future material changes will be disclosed as required by law. The exemption is not expected to prejudice the public interest as the current prospectus and fund facts documents continue to provide accurate information. The decision was made under the framework of National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator and the exemption intended to be relied upon in multiple Canadian provinces. |
| 38.114 | 2022-12-07 | Picton Mahoney Asset Management | National Instrument 81-102 Investment Funds, ss. 15.3(4)(c) and (f), 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/picton-mahoney-asset-management-5 | The Securities Commission granted an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f), to allow funds to reference performance ratings and awards from Fundata and Lipper in their sales communications. This exemption is subject to conditions and is based on the understanding that these ratings and awards provide valuable, objective insights to investors. The key reasons for the exemption include the inability of the current ratings to meet the matching requirement of NI 81-102, which necessitates performance ratings for each standard performance data period, and the timing restrictions for the publication of ratings in sales communications. The FundGrade A+ Awards and Lipper Awards are based on proprietary methodologies that do not align with the standard periods defined in NI 81-102, and the results are published on a schedule that does not fit within the 45-day and three-month limits for advertisements and other sales communications, respectively. The exemption allows the use of these ratings and awards in sales communications with the following conditions: 1. Compliance with Part 15 of NI 81-102, except as specified in the exemption. 2. Inclusion of specific disclosures in sales communications, such as the award category, number of funds in the category, ranking entity name, period and ending date of the rating, and a statement that ratings are subject to change monthly. 3. A brief overview of the FundGrade A+ Award or Lipper Award, and the meaning of the ratings. 4. Reference to the rating entity's website for more details on the methodology. 5. The awards referenced must not be older than 365 days from the date of the sales communication. 6. The ratings and awards must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made by the Ontario Securities Commission, acting as the principal regulator under the Process for Exemptive Relief Applications in Multiple Jurisdictions, and is applicable across Canadian jurisdictions. |
| 38.112 | 2022-12-08 | Constantine Metal Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/constantine-metal-resources-ltd | The Securities Commission has granted an application for Constantine Metal Resources Ltd. to cease being a reporting issuer. This decision is based on several key findings: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The company's application complied with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and the order was granted as it met the necessary legislative criteria. |
| 38.113 | 2022-12-08 | Clearford Water Systems Inc. – Notice of Correction | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/clearford-water-systems-inc-notice-correction | The Securities Commission issued a decision regarding Clearford Water Systems Inc., which involved a corporate reorganization effective on October 7, 2022. The decision, published on October 20, 2022, in the 45th volume of the OSC Bulletin, corrects an earlier reference to the effective date of the reorganization. The outcome of the decision confirms the correct effective date as October 7, 2022. The decision is grounded in the relevant securities laws and regulations that govern corporate reorganizations and the disclosure requirements associated with such events. |
| 38.111 | 2022-12-09 | Avcorp Industries Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/avcorp-industries-inc-0 | The Securities Commission has granted an order for AVCORP Industries Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the application submitted by the Filer and is supported by several key facts: - The Filer is incorporated under the Canada Business Corporations Act with its headquarters in British Columbia. - It is a reporting issuer across all Canadian jurisdictions. - The Filer's share capital consists of an unlimited number of common shares. - An arrangement agreement was made between Old Avcorp and Latecoere S.A., leading to Latecoere S.A.'s acquisition of all issued and outstanding common shares of Old Avcorp, with a subsequent amalgamation forming the current Filer. - Latecoere S.A. is now the sole shareholder and securityholder of the Filer. - The Filer's shares have been delisted from the Toronto Stock Exchange. - The Filer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. - No securities are traded on any public marketplace. - The Filer has no plans for public securities offerings and is not in default of securities legislation, except for the failure to file certain interim financial documents. - The Filer was ineligible for the simplified cessation procedure due to this default but would have qualified otherwise. The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the legislation for such an order to be made. The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. Relevant instruments include National Policy 11-206, Multilateral Instrument 11-102, National Instrument 14-101, National Instrument 51-102, National Instrument 52-109, and National Instrument 21-101. |
| 38.110 | 2022-12-12 | Dye & Durham Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dye-durham-limited | The Ontario Securities Commission granted an exemption to Dye & Durham Limited from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which mandates that an issuer must take up all securities validly deposited and not withdrawn under an issuer bid before extending the bid, provided certain terms and conditions are met. This exemption was sought in connection with the company's proposed purchase of a portion of its issued and outstanding common shares through an issuer bid that commenced on November 11, 2022. The exemption was granted on the condition that the shares deposited and not withdrawn are taken up and paid for as outlined in the issuer bid circular, the company is eligible to rely on the Liquid Market Exemption, and a press release announcing the receipt of the exemption is issued within one business day following receipt of the exemption. The decision was based on representations by Dye & Durham Limited, including the company's belief that the share purchase would provide value to shareholders and be in the best interests of the company. The bid involved a modified Dutch auction with a specified price range, and the company intended to fund the purchase with cash on hand. The company also represented that it would not extend the offer if the aggregate purchase price of the shares tendered equaled or exceeded the maximum purchase amount. The exemption allows the company to extend the offer without first taking up all tendered shares, enabling it to determine the final purchase price after considering all shares tendered during the extension period. The decision was made under the authority of the securities legislation of Ontario and the Multilateral Instrument 11-102 Passport System. |
| 38.108 | 2022-12-13 | General Electric Company | Securities Act, R.S.O. 1990, c. S.5 as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/general-electric-company | The Securities Commission has granted an exemption from the prospectus requirements for a U.S.-based company to distribute shares of its U.S. subsidiary to Canadian investors as a dividend in specie. This decision allows the company to spin off shares of its healthcare subsidiary to its Canadian shareholders on a pro rata basis without issuing a prospectus, as the distribution does not fall under existing legislative exemptions. The company is publicly traded in the U.S. but is not a reporting issuer in Canada and has a minimal presence in the country. Canadian shareholders are not required to make an investment decision to receive the subsidiary's shares. The exemption is based on the Securities Act, R.S.O. 1990, c. S.5, specifically sections 53 and 74(1). The decision was influenced by the company's limited number of Canadian shareholders and the small percentage of shares they hold, the lack of an active trading market for the subsidiary's shares in Canada, and the fact that the distribution will occur automatically without any action required from the shareholders. The outcome is that the company can proceed with the spin-off without adhering to the prospectus requirements, but any first trade of the subsidiary's shares acquired through the spin-off will be considered a distribution subject to section 2.6 of National Instrument 45-102 Resale of Securities. |
| 38.109 | 2022-12-13 | Waypoint Investment Partners Inc. and the Top Funds | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b) and (c), 111(3), 113, and 117. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and (c), and 5.1. National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), (a.1) and (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/waypoint-investment-partners-inc-and-top-funds | The Securities Commission granted exemptive relief to Waypoint Investment Partners Inc. (the Filer) and the Top Funds from certain conflict of interest investment restrictions and reporting requirements under the Securities Act (Ontario) and National Instrument 31-103. This relief allows public and private investment funds managed by the Filer to invest in related underlying investments that are not reporting issuers, subject to conditions. Key points include: 1. Public Top Funds are permitted to invest in related Underlying Pooled Funds not subject to NI 81-102 and not reporting issuers. 2. Top Funds can invest in Underlying Private Issuers where the Filer or its associates have a significant interest, without being considered substantial security holders. 3. The Filer is exempt from the requirement to obtain client consent before investing in securities where a responsible person or associate is a partner, officer, or director. 4. The Filer is relieved from the obligation to file a report for every transaction involving related persons or companies. 5. The Filer can continue investing in a special purpose vehicle (SPV) by way of loans, despite the SPV becoming an associate of the Filer's portfolio advisor due to an acquisition. Conditions for the relief include: - Investments must align with the Top Funds' investment objectives and strategies. - No management, sales, or redemption fees that duplicate fees paid by the Underlying Investments. - The Filer will not vote the securities held by the Top Funds in the Underlying Investments, except as directed by the beneficial owners. - Disclosure of potential conflicts of interest and the relationship between the Top Funds and the Underlying Investments in offering documents. - Independent Review Committee (IRC) approval for transactions involving the Underlying Investments. - Investments in Underlying Investments must be at an objective price, typically the NAV. - Public Top Funds must disclose investments in Underlying Investments in their quarterly portfolio holding reports, financial statements, and fund facts documents. The decision is based on the belief that these investments will provide efficient and cost-effective portfolio diversification and access to non-traditional asset classes. The relief is granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, National Instrument 31-103, and National Instrument 81-102, subject to the conditions outlined to ensure investor protection and transparency. |
| 38.106 | 2022-12-14 | Purpose Investments Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.1(1), (1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-investments-inc-et-al-9 | The Securities Commission has granted an exemption to a series of exchange-traded mutual funds (ETFs) from the concentration restriction in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETFs to invest more than the normally permitted amount in a single U.S. public issuer, in line with their fundamental investment objective of long-term capital appreciation by purchasing and holding equity securities of that issuer, which are listed on the NASDAQ or New York Stock Exchange. For alternative mutual funds, this includes the use of leverage through cash borrowing up to 25% of the ETF's unlevered net asset value. The decision is based on the ETFs' commitment to transparency, passive investment strategy, and full disclosure to investors. The ETFs will not invest in securities other than those of the specified U.S. public issuer, which will be among the largest and most liquid in the U.S., mitigating associated risks. The ETFs will provide investors with access to these securities, which might otherwise be unattainable due to high market prices per share. The exemption is subject to conditions, including that the ETFs meet the definition of a fixed portfolio investment fund (except for being in continuous distribution), the purchase of securities aligns with the ETFs' investment objectives, the U.S. public issuer meets certain requirements regarding size and liquidity, and the ETFs do not become insiders of the issuer. Additionally, the ETFs' prospectus must contain specific disclosures, and the ETFs must not be used as a financing vehicle for the U.S. public issuer. The decision was made by the Ontario Securities Commission, acting as the principal regulator under the Process for Exemptive Relief Applications in Multiple Jurisdictions, and is applicable across Canadian jurisdictions. |
| 38.104 | 2022-12-16 | Desjardins Global Asset Management Inc. and The Desjardins SocieTerra American Equity ETF | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-global-asset-management-inc-and-desjardins-societerra-american-equity-etf | The Securities Commission has granted an extension to the lapse date of the prospectus for the Desjardins Societerra American Equity ETF, managed by Desjardins Global Asset Management Inc. The extension aligns the lapse date with that of 11 other funds under the same management, moving it to March 15, 2023. This decision is based on the rationale that consolidating the prospectuses will reduce costs, streamline disclosure, and facilitate investor comparison. The extension is deemed reasonable as there have been no material changes in the fund's affairs since the original prospectus, ensuring that the information remains current and accurate. The extension will not disadvantage investors or the public interest. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.105 | 2022-12-16 | Just Energy Group Inc. | See Summary. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/just-energy-group-inc-2 | The Securities Commission has granted an order for Just Energy Group Inc. (the Filer) to cease being a reporting issuer, effective immediately before the Transaction's Effective Date, which is anticipated to be December 16, 2022. This decision is contingent on the Transaction being completed by January 31, 2023. Key Facts: - The Filer is currently a reporting issuer in all Canadian provinces and territories. - The Filer's securities include common shares, options, deferred share units (DSUs), and subordinated notes. - The Filer has undergone a Companies' Creditors Arrangement Act (CCAA) restructuring, with a court-approved reverse vesting order. - The Filer's Transaction involves the cancellation of existing securities and the issuance of new securities, with no recoveries for unsecured creditors. - The Filer will become a wholly-owned subsidiary of Just Energy (U.S.) Corp. (JEUS) post-Transaction, with all issued and outstanding shares owned by the Purchaser. - The Filer intends to file a Form 15 with the SEC to suspend its reporting obligations under the U.S. Securities Exchange Act of 1934. Reasoning: - The Filer will not be a reporting issuer immediately before the Effective Date, thus JEUS and the residual company will not become reporting issuers by operation of law. - The Filer has no plans for public offerings or distributing securities in Canada. - The Filer will issue a news release to announce the cessation of its status as a reporting issuer. Outcome: - The Filer's request to cease being a reporting issuer is approved, subject to the completion of the Transaction by the specified date. Relevant Laws/Regulations: - Companies' Creditors Arrangement Act (Canada) - National Policy 11-206 Process for Cease to be a Reporting Issuer Applications - Multilateral Instrument 11-102 Passport System - National Instrument 14-101 Definitions - Securities Exchange Act of 1934 (U.S.) |
| 38.101 | 2022-12-19 | Majestic Asset Management LLC and the Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/majestic-asset-management-llc-and-top-funds | The Securities Commission has granted a 90-day extension to non-reporting issuer mutual funds, collectively referred to as Top Funds, managed by Majestic Asset Management LLC, for the filing and delivery of their annual financial statements. This decision is based on the fact that Top Funds invest primarily in Underlying Funds, which have varying financial reporting deadlines that may extend beyond the standard 90-day period stipulated by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The extension is conditional upon at least 25% of the Top Funds' assets being invested in Underlying Funds that have a December 31 financial year-end and are required by their jurisdiction's laws to deliver their financial statements within 120 days of their year-end. The Top Funds must also disclose in their offering memorandum that their annual audited financial statements will be filed and delivered within 180 days of the financial year-end, subject to regulatory approval, and notify unitholders of their reliance on the granted relief. The relief is granted under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The decision is made in accordance with sections 2.2, 5.1(2), and 17.1 of NI 81-106 and is subject to specific conditions that ensure the Top Funds' compliance with the extended deadlines. The relief will expire one year after any amendments to NI 81-106 or other rules that affect the annual filing and delivery requirements for mutual funds. |
| 38.102 | 2022-12-19 | CMC Markets Canada Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cmc-markets-canada-inc-0 | The Securities Commission granted an investment dealer (the Filer) exemptive relief from the prospectus requirement for the distribution of contracts for difference (CFDs), over-the-counter (OTC) foreign exchange (FX) contracts, and other similar OTC contracts to investors in certain Canadian jurisdictions. The Filer is registered as an investment dealer and a member of the Investment Industry Regulatory Organization of Canada (IIROC) and is also registered as a derivatives dealer under the Quebec Derivatives Act (QDA) in Quebec. The relief allows the Filer to distribute OTC Contracts using a clear and plain language risk disclosure document instead of a prospectus. This document contains risk disclosure substantially similar to that required for recognized options under OSC Rule 91-502 and the regime for OTC derivatives contemplated by the unadopted OSC Rule 91-504, as well as the Quebec Derivatives Act. The relief is consistent with OSC Staff Notice 91-702, which provides guidance on the offering of CFDs and FX contracts to investors in Ontario. The relief is subject to terms and conditions, including a four-year sunset clause, and is contingent upon the Filer's registration as an investment dealer, membership in IIROC, and compliance with IIROC Rules and Acceptable Practices. The decision is underpinned by various legislative provisions and rules, including the Securities Act (Ontario), OSC Rule 91-502, OSC Rule 91-503, and the proposed but not adopted OSC Rule 91-504. The Filer's previous exemptive relief, which was set to expire, has been extended for up to four years with similar terms and conditions. The Filer will not offer OTC Contracts to retail investors in Alberta due to public interest concerns expressed by the Alberta Securities Commission. |
| 38.103 | 2022-12-19 | Picton Mahoney Asset Management et al. | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/picton-mahoney-asset-management-et-al-2 | The Securities Commission has granted an exemption to Picton Mahoney Asset Management, allowing for an extension of the lapse date for the prospectus of certain funds they manage. This decision is based on the intention to consolidate the prospectus of these funds with others under common management to streamline costs and facilitate investor comparison. The key points are as follows: - The funds in question are currently distributed under a prospectus dated January 24, 2022, with a lapse date of January 24, 2023. - The funds are to be combined with other funds managed by Picton Mahoney Asset Management, which have a prospectus lapse date of April 20, 2023. - The extension will align the renewal process for all funds involved, reducing costs and simplifying disclosure. - There have been no material changes in the affairs of the funds since the current prospectus, ensuring the information remains accurate. - The extension is not expected to be prejudicial to the public interest. The decision is supported by subsection 62(5) of the Securities Act, which allows for such an extension, and is made under the framework of National Policy 11-203 for Exemptive Relief Applications in Multiple Jurisdictions. The outcome is that the funds' prospectus renewal deadline is extended to match the April 20, 2023, lapse date of the other funds under common management. |
| 38.100 | 2022-12-21 | Zenabis Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/zenabis-ltd | The Securities Commission has granted an application by Zenabis Ltd. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator and Ontario's securities regulatory authority concurring with the decision. The outcome was based on several key representations by Zenabis Ltd.: 1. Zenabis Ltd. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or elsewhere. 4. Zenabis Ltd. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the relevant legislative provisions, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), and the test set out in the legislation was met. Consequently, the order sought by Zenabis Ltd. was granted, and the company is no longer a reporting issuer. |
| 38.096 | 2022-12-22 | Sprout AI Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sprout-ai-inc | The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against Sprout AI Inc. due to the company's failure to file certain required continuous disclosure materials. The CTO was initially put in place by both the British Columbia Securities Commission (as the Principal Regulator) and the Ontario Securities Commission on April 5, 2022. Sprout AI Inc. applied for the revocation of the CTO under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The company has since remedied the defaults by updating its continuous disclosure filings. The decision to revoke the CTO was made in accordance with the criteria set out in the applicable securities legislation, specifically under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The revocation reflects the decision of both the British Columbia and Ontario Securities Commissions, with Ontario opting into the revocation order issued by British Columbia. The revocation order was finalized on December 22, 2022, by Allan Lim, CPA, CA, Manager of Corporate Disclosure in Corporate Finance. |
| 38.097 | 2022-12-22 | Ascend Wellness Holdings, Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1)2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ascend-wellness-holdings-inc | The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption is provided under paragraph 74(1)2 of the Securities Act (Ontario) and is based on the condition that these activities comply with the approval, content, use, and other conditions and requirements of Part 9A of National Instrument 44-102 Shelf Distributions, as applicable. The decision was made because National Instrument 71-101 The Multijurisdictional Disclosure System does not contain provisions equivalent to Part 9A of NI 44-102. The granted exemption is contingent upon the adherence to the same conditions that would apply if the MJDS shelf prospectus were a final base shelf prospectus under NI 44-102. |
| 38.098 | 2022-12-22 | Zargon Oil & Gas Ltd. | Securities Act, R.S.A. 2000, c. S-4, s. 153. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/zargon-oil-gas-ltd | The Alberta Securities Commission (ASC) has issued a decision revoking the failure-to-file cease trade order (FFCTO) against Zargon Oil & Gas Ltd. The FFCTO was initially imposed due to Zargon's failure to file certain required financial documents. The revocation follows Zargon's reorganization, which included settling creditor claims and restructuring its share capital, resulting in Blue Sky Resources Ltd. becoming the sole shareholder. Key points of the decision include: - Zargon's inability to file required documents was due to financial and human resource constraints during its reorganization. - The reorganization was approved by creditors and the Court of Queen's Bench of Alberta, with equity holders not receiving any consideration. - Post-reorganization, Zargon has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. - The revocation of the FFCTO is based on the fact that Zargon is now wholly owned by Blue Sky, has no public shareholders, and maintaining a public disclosure record is unnecessary and impractical. - Zargon is expected to cease being a reporting issuer in all Canadian provinces concurrently with the revocation order. The decision is underpinned by securities legislation, specifically the Securities Act (R.S.A. 2000, c. S-4, s. 153) and National Policy 11-207, which outlines the process for revoking FFCTOs in multiple jurisdictions. The ASC determined that revoking the FFCTO meets the legislative requirements, as Zargon no longer has public investors and the cost and effort to restore its continuous disclosure record are unjustified. |
| 38.099 | 2022-12-22 | Generation PMCA Corp. et al. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/generation-pmca-corp-et-al-s-144 | The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against Net Zero Renewable Energy Inc. This decision was based on an application by Generation PMCA Corp. and Generation IACP Inc., who sought to sell Net Zero shares to establish a tax loss. The shares in question were acquired before the CTO was issued due to Net Zero's failure to file required continuous disclosure materials. The decision, under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, allows the sale of the shares at a nominal value to a sophisticated purchaser who is an accredited investor, understands the shares' lack of market value, and is aware of the CTO's nature. The OSC was satisfied that the partial revocation would not be prejudicial to the public interest, as there was no undisclosed material information and the transaction would occur solely for tax loss purposes. The partial revocation is subject to conditions, including the provision of the CTO and the order to the purchaser before the sale, and obtaining a signed acknowledgement from the purchaser regarding the CTO's continuation and the lack of guarantee for a full revocation in the future. The applicants must also make the acknowledgement available to the OSC upon request. The decision was made on December 22, 2022. |
| 38.095 | 2022-12-23 | Brookfield Business Partners L.P. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.3, 5.6, 8.1 and 9.1(2). Companion Policy 61-101CP to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-business-partners-lp-0 | The Securities Commission granted an exemption to a limited partnership (the issuer) from the requirement to hold a unitholder meeting and send an information circular for a proposed related party transaction. The transaction involved selling an asset to a consortium, which included an affiliated entity, thus triggering formal valuation and minority approval requirements under Multilateral Instrument 61-101 (MI 61-101). The issuer received written consent from unitholders holding a majority of units eligible for determining minority approval, indicating they would consent to the transaction. A disclosure document meeting the requirements of MI 61-101 section 5.3 was provided to these unitholders. Additionally, a formal valuation and fairness opinion were prepared in accordance with MI 61-101, summarized in the disclosure document, and filed on SEDAR. The exemption was granted subject to conditions, including that no consents be obtained until at least 14 days after providing the disclosure document to unitholders, and the transaction not close until these unitholders have had 14 days to review the disclosure document and the required time has passed since filing the valuation and opinion on SEDAR. The issuer must also ensure no payment or inducement is given to unitholders for their consent and that any unitholder can request and receive the disclosure documents free of charge. The decision was based on the issuer's compliance with relevant provisions of MI 61-101, including sections 5.3, 5.6, 8.1, and 9.1(2), as well as Companion Policy 61-101CP. The exemption allows the issuer to proceed with the transaction without a unitholder meeting, provided the outlined conditions are met. |
| 38.093 | 2022-12-28 | AGF Investments Inc. and AGF Global Dividend Strategic Equity Fund | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 147. National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-and-agf-global-dividend-strategic-equity-fund | The Securities Commission has granted an exemption to a conventional mutual fund managed by AGF Investments Inc., allowing it to file initial offering documents according to the pre-January 6, 2022 requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This decision permits the mutual fund to prepare a simplified prospectus, an annual information form, and a fund facts document based on the previous standards, rather than the updated requirements that came into effect on January 6, 2022. The rationale for this exemption is to enable the mutual fund to align its offering documents with those of the AGF Platform Funds family, which are currently based on the older requirements. This approach is deemed more efficient and cost-effective, avoiding the administrative burden and resource duplication that would arise from updating the documents to meet the new requirements for a single fund launch. The exemption is conditional upon the mutual fund being incorporated into the AGF Platform Funds' main prospectus upon its renewal in June 2023, at which point the offering documents will adhere to the current NI 81-101 requirements. Additionally, the mutual fund must disclose this exemption decision in its annual information form under the section titled "Exemptions and Approvals." This decision is supported by the Securities Act (Ontario) and is subject to the conditions outlined by the Ontario Securities Commission, which is the principal regulator for this application. The exemption is granted with the understanding that it will facilitate a smoother integration of the mutual fund into the AGF Platform Funds family and ultimately comply with the updated regulatory requirements by June 2023. |
| 38.094 | 2022-12-28 | R.R. Donnelley & Sons Company | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rr-donnelley-sons-company | The Securities Commission granted an order for R.R. Donnelley & Sons Company (the Issuer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and was also applicable in British Columbia, Alberta, Saskatchewan, and Quebec through Multilateral Instrument 11-102 Passport System. The Issuer, a Delaware corporation, had seven series of debt securities outstanding, totaling approximately US$483.6 million. Although one series did not meet the 2% de minimis threshold for Canadian beneficial ownership individually, the threshold was met on an aggregate basis across all series. The Issuer was not obligated to maintain reporting issuer status under any indentures governing the debt securities. The Issuer's securities were not traded in Canada, and it had relied on exemptions from Canadian continuous disclosure requirements for SEC foreign issuers. Following its acquisition by Chatham Asset Management LLC affiliates, the Issuer's shares ceased trading on the New York Stock Exchange, and it suspended its duty to file continuous disclosure reports in the U.S. The Issuer was not required to maintain reporting issuer status in any jurisdiction and was in compliance with information reporting covenants under the indentures governing the debt securities. The Issuer was in default of its obligation to file certain interim financial statements and associated management's discussion and analysis in Canadian jurisdictions due to the timing of the acquisition and suspension of U.S. reporting duties. It was ineligible for simplified or modified procedures for ceasing to be a reporting issuer due to the number of securityholders and the ownership percentage of the 2027 Notes by Canadian residents. The Issuer had not indicated a market for its securities in Canada in the 12 months prior to the application and had no intention of seeking public financing in Canada. It provided advance notice to Canadian-resident securityholders of its intention to cease being a reporting issuer. The principal regulator concluded that the order to cease being a reporting issuer was justified under the applicable legislative provisions, including the Securities Act (Ontario) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was therefore granted. |
| 38.091 | 2023-01-04 | High North Resources Ltd. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/high-north-resources-ltd | The Ontario Securities Commission (OSC) has varied a cease trade order (CTO) originally issued against High North Resources Ltd. on February 5, 2016, which prohibited trading of the company's securities. The variation allows beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada under certain conditions. The decision was made following an application to the OSC under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended. The Director of the OSC agreed to the variation due to three main reasons: 1. The original CTO disadvantaged Ontario resident shareholders compared to others who could trade on foreign markets. 2. A harmonization of policy by the Canadian Securities Administrators on June 23, 2016, under National Policy 11-207, introduced standard language allowing for sales of securities under a CTO in foreign markets if conditions are met. 3. The variation was not considered prejudicial to the public interest. The variation permits the sale of securities acquired before February 5, 2016, through a foreign organized regulated market, and the sale must be conducted through an investment dealer registered in Canada in accordance with applicable securities legislation. This order was dated January 4, 2023. |
| 38.092 | 2023-01-04 | Enbridge Gas Inc. et al. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/enbridge-gas-inc-et-al | The Securities Commission has granted an exemption to Enbridge Gas Inc., Enbridge Pipelines Inc., and Westcoast Energy Inc. (collectively referred to as the Filers) from the requirement to prepare their financial statements in accordance with Canadian GAAP applicable to publicly accountable enterprises. Instead, the Filers are permitted to use U.S. GAAP for their financial statements. This decision is based on the fact that the Filers are indirect wholly-owned subsidiaries of Enbridge Inc., which is an SEC issuer and prepares its financial statements in accordance with U.S. GAAP. The Filers have rate-regulated activities and their financial statements are consolidated into those of Enbridge Inc. Although the Filers are not SEC issuers themselves, they would be allowed to use U.S. GAAP if they were. The exemption is similar to previous relief granted in 2018 but was set to expire on January 1, 2024, or upon the introduction of a new IFRS standard specific to rate-regulated entities. Since the International Accounting Standards Board (IASB) has not yet finalized such a standard, the Filers have been granted additional time to prepare for the transition to IFRS. The exemption will remain in effect until the earliest of January 1, 2027, the date the Filers cease to have rate-regulated activities, or two years after the IASB publishes a final version of a Mandatory Rate-regulated Standard, should it come into effect. The decision was made under the authority of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, section 5.1, and is in line with the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Alberta Securities Commission is the principal regulator, and the decision also applies to Ontario and other Passport Jurisdictions. |
| 38.090 | 2023-01-09 | Hamilton Capital Partners Inc. and Hamilton Canadian Financials Yield Maximizer ETF | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-capital-partners-inc-and-hamilton-canadian-financials-yield-maximizer-etf | The Ontario Securities Commission granted an exemption to Hamilton Canadian Financials Yield Maximizer ETF (HMAX) from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This restriction normally prevents a mutual fund from investing more than 10% of its net asset value (NAV) in securities of any one issuer. HMAX aims to provide monthly income and exposure to a market cap-weighted portfolio of the top ten Canadian financial services companies, which will be rebalanced semi-annually. The ETF's strategy includes investing proportionally in these companies based on market capitalization, which could result in investments exceeding the 10% concentration limit. The exemption was granted under the conditions that the ETF's investments align with its stated objectives and strategies, and that the prospectus discloses the potential for investments over the 10% threshold, the semi-annual rebalancing process, the exemption granted, and the associated concentration risks. This decision was made under the securities legislation of Ontario and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 - Passport System. The ETF's investment strategy and associated risks will be detailed in its prospectus, ensuring transparency for investors. |
| 38.089 | 2023-01-10 | Ceres Aquisition Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ceres-aquisition-corp | The Ontario Securities Commission (OSC) has granted an application by Ceres Acquisition Corp. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on several key factors: 1. Ceres Acquisition Corp. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere that reports trading data. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in default of any securities legislation in any jurisdiction. The OSC's decision is supported by the criteria outlined in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The OSC, acting as the principal regulator, has determined that Ceres Acquisition Corp. meets the legislative requirements to cease being a reporting issuer, and therefore, the order has been granted. |
| 38.087 | 2023-01-12 | Taal Distributed Technologies Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/taal-distributed-technologies-inc | The Securities Commission has granted TAAL Distributed Information Technologies Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on the following key points: 1. The Filer is not an OTC reporting issuer, meaning it is not subject to certain U.S. market regulations. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria to cease being a reporting issuer and has therefore granted the requested order. |
| 38.084 | 2023-01-13 | PenderFund Capital Management Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd-0 | The Securities Commission has granted an application by Penderfund Capital Management Ltd. (the Filer), on behalf of Pender Emerging Markets Impact Fund (the Fund), for the Fund to cease being a reporting issuer in Canada. This decision is based on the following key points: 1. The Fund is not a reporting issuer for over-the-counter markets in the U.S. 2. The Fund's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. The Fund's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested the Fund to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The Fund is not in violation of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The outcome is that the Fund is no longer a reporting issuer and is thereby relieved from the associated reporting obligations. |
| 38.085 | 2023-01-13 | TD Asset Management Inc. and Its Affiliates | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a) and (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/td-asset-management-inc-and-its-affiliates | The Ontario Securities Commission granted an exemption to TD Asset Management Inc. (TDAM) and its affiliates, allowing their managed mutual funds (Top Funds) to invest in certain related underlying investment funds (Existing and Future Underlying Pooled Funds) that are not subject to National Instrument 81-102 (NI 81-102) and are not reporting issuers. This decision is based on the condition that these investments are compatible with the Top Funds' objectives and strategies, and comply with the illiquid asset restrictions of NI 81-102. The Existing Underlying Pooled Funds, namely TD Emerald Private Debt Pooled Fund Trust and TD Greystone Mortgage Fund, primarily invest in private debt securities and Canadian commercial real estate mortgages, respectively, which are generally illiquid. The Future Underlying Pooled Funds will be similar in nature. These funds are not reporting issuers and their units are sold under prospectus exemptions. The exemption is subject to several conditions, including that the Top Funds are treated as arm's-length investors, the investments are made at terms as favorable as for other third-party investors, and that at least 20% or 50% of the units of the Underlying Pooled Funds are held by unitholders not affiliated with the Filer, depending on the valuation method of the fund. Additionally, the investments must be disclosed to investors, no duplicate fees will be charged, and the Independent Review Committee (IRC) must review and approve the investments. The decision is made under sections 2.5(2)(a) and (c) of NI 81-102 and section 19.1, with the understanding that the Top Funds may rely on section 2.5(7) of NI 81-102 regarding investment fund conflict of interest restrictions. The exemption aims to provide Top Funds with cost-effective exposure to private investments through a diversified portfolio. |
| 38.086 | 2023-01-13 | True Exposure Investments, Inc. and TruX Exogenous Risk Pool | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/true-exposure-investments-inc-and-trux-exogenous-risk-pool | The Ontario Securities Commission granted True Exposure Investments, Inc. (the Filer), on behalf of the Trux Exogenous Risk Pool (the Pool), a 45-day extension for the renewal of their simplified prospectus and fund facts documents. This extension moves the lapse date to February 28, 2023, allowing the incorporation of audited annual financial statements into the renewal prospectus documents, avoiding the costs associated with reviewing unaudited interim financial statements. The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by the fact that there have been no material changes in the Pool's affairs since the last filing, except for those already disclosed. The Pool's financial year-end is December 31, and the audited annual financial statements are expected to be ready in the first week of February 2023. The extension will not compromise the accuracy of the Pool's information and is not considered prejudicial to the public interest. The Filer is registered as an investment fund manager in Ontario, Quebec, and Newfoundland and Labrador, and the Pool is a reporting issuer in all Canadian jurisdictions. The extension was granted without conditions and is consistent with the public interest and regulatory requirements. |
| 38.079 | 2023-01-19 | Pharmasave Drugs (East) Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pharmasave-drugs-east-ltd | The Ontario Securities Commission (OSC) granted Pharmasave Drugs (East) Ltd. (Pharmasave) an exemption from the prospectus requirements under section 53 of the Securities Act (Ontario), pursuant to subsection 74(1) of the same Act. This exemption allows Pharmasave to issue and transfer shares without a prospectus to its franchisees under certain conditions. Pharmasave is a member-owned organization operating as a franchisee of Pharmasave Drugs (National) Ltd., and it is not a reporting issuer nor does it intend to become one. Its shares are not publicly traded and are restricted to franchisees. The exemption was sought in connection with Pharmasave's intention to amend its Articles to create a new class of non-voting, fully-participating common shares (Class B Common Shares) alongside the existing voting common shares (Class A Common Shares). This amendment addresses issues arising from the consolidation of regions and the need for a capital structure that accommodates franchisees owning more than five franchises. The OSC's decision is based on representations by Pharmasave, including that its shares are not listed on any exchange, there is no active trading market for its shares, and the shares are subject to restrictions on issuance, ownership, and transfer. Pharmasave has over 50 shareholders and cannot benefit from the private issuer exemption. The trades in question will not always be made to accredited investors, and other exemptions are not applicable. The exemption is contingent on Pharmasave meeting several conditions, including providing franchisees with relevant corporate documents, financial statements, and a statement regarding the loss of certain protections and rights under the Act. Share certificates must bear a legend describing transfer restrictions, and any amendments to relevant documents must receive notice and consent from the Director of the OSC. The OSC concluded that the exemption would not be prejudicial to the public interest and would support a fair and efficient capital structure for Pharmasave. Consequently, the OSC also revoked the previous ruling from April 24, 1998, replacing it with the current decision. |
| 38.080 | 2023-01-19 | Sun Life Sustainable Canadian Fixed Income Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sun-life-sustainable-canadian-fixed-income-fund | The Ontario Securities Commission has decided to grant SLGI Asset Management Inc., the investment fund manager of the Sun Life Sustainable Canadian Fixed Income Fund, an exemption from the requirement set out in subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This subsection generally prohibits an issuer from filing a final prospectus more than 90 days after the receipt of the preliminary prospectus. The decision was made based on an application dated January 13, 2023, and the information and representations contained therein. The exemption is conditional upon the final prospectus being filed no later than May 23, 2023. The legislative provision that underpins this outcome is section 6.1 of NI 81-101, which allows for exemptive relief applications in multiple jurisdictions. The decision will be formalized by the issuance of a receipt for the Fund's prospectus by the specified deadline. |
| 38.081 | 2023-01-19 | 0755461 B.C. Ltd. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 12-202 Revocation of Certain Cease Trade Orders. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/0755461-bc-ltd-s-144-0 | The Ontario Securities Commission (OSC) has revoked a cease trade order against 0755461 B.C. Ltd. following the company's application for revocation. The initial cease trade order was issued due to the company's failure to file required continuous disclosure documents, including audited annual financial statements and management's discussion and analysis (MD&A) for the year ended April 30, 2012, and subsequent periods. The company has since remedied the defaults by updating its continuous disclosure filings, although it did not file certain outstanding documents for the years 2013 to 2020, requesting the Commission's discretion not to require these filings. The company is now up-to-date with its continuous disclosure obligations, has paid all required fees, and is not in default of any other obligations under the Act or related regulations. The decision to revoke the cease trade order was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and in accordance with National Policy 12-202 Revocation of Certain Cease Trade Orders. The revocation is contingent on the company not being involved in any reverse takeovers or similar transactions, having no undisclosed material changes in its business, and agreeing to hold an annual general meeting within three months of the revocation. The company must also issue a news release and file a material change report upon revocation. The revocation order was issued on January 19, 2023, by the Manager of Corporate Finance at the OSC, indicating that lifting the cease trade order would not be prejudicial to the public interest. |
| 38.078 | 2023-01-20 | Shoal Point Energy Ltd. – s. 21(b) of Ont. Reg. 398/21 under the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/shoal-point-energy-ltd-s-21b-ont-reg-39821-under-obca | The Ontario Securities Commission (OSC) has granted consent to Shoal Point Energy Ltd. to continue as a corporation under the laws of British Columbia, as per the company's application. This decision is based on the Business Corporations Act (Ontario) and the relevant Ontario Regulation 398/21, which requires offering corporations to obtain such consent when applying for continuance in another jurisdiction. Key points leading to this decision include: - Shoal Point Energy Ltd., an amalgamated entity since October 10, 2012, is currently based in Ontario with plans to continue under the Business Corporations Act (British Columbia) (BCBCA). - The company's management and head office are located in British Columbia, and it has no significant ties to Ontario. - Shoal Point Energy Ltd. is an offering corporation and a reporting issuer in both Ontario and British Columbia, with its common shares listed on the Canadian Securities Exchange. - The company is not in default of any provisions of the Ontario Business Corporations Act or securities legislation and is not involved in any related proceedings. - A special resolution for the continuance was overwhelmingly approved by shareholders at a meeting, with no dissenting rights exercised. - The rights, duties, and obligations under the BCBCA are substantially similar to those under the Ontario equivalent. The OSC's consent is contingent on the belief that this change will not adversely affect the public interest. The decision was formalized on January 20, 2023. |
| 38.076 | 2023-01-24 | West Red Lake Gold Mines Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-red-lake-gold-mines-inc | The Securities Commission has granted an application by West Red Lake Gold Mines Inc. (the Filer) to cease being a reporting issuer. The decision is based on the Filer meeting specific criteria: it is not an OTC reporting issuer, has fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer has satisfied the necessary conditions to cease being a reporting issuer in all Canadian jurisdictions where it held this status. |
| 38.077 | 2023-01-24 | CAVU Energy Metals Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cavu-energy-metals-corp | The Securities Commission has granted an order for CAVU Energy Metals Corp. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and was influenced by the following key points: 1. The Filer is not an OTC reporting issuer, meaning it is not subject to the reporting requirements of Multilateral Instrument 51-105 for companies quoted in U.S. Over-the-Counter Markets. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported. 4. The Filer is not in default of any securities legislation in any jurisdiction. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also represents the decision of the regulator in Ontario. The order was granted based on the test set out in the relevant legislation, confirming that the Filer met the conditions to cease being a reporting issuer. |
| 38.075 | 2023-01-25 | Turquoise Hill Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/turquoise-hill-resources-ltd | The Securities Commission has granted Turquoise Hill Resources Ltd. (the Filer) an order to cease being a reporting issuer. The decision is based on the Filer meeting the conditions specified in the securities legislation of the relevant Canadian jurisdictions. The key points leading to this decision include: 1. The Filer is not an OTC reporting issuer under the specified Quebec regulation. 2. The Filer has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The order is supported by the legislative test set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision reflects the consensus of the Decision Makers in the relevant jurisdictions, with the Autorité des marchés financiers acting as the principal regulator for the application. The order is also recognized by the securities regulatory authority or regulator in Ontario. |
| 38.071 | 2023-01-26 | MHR Fund Management LLC | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mhr-fund-management-llc | The Securities Commission has granted an exemption to MHR Fund Management LLC (the Filer) and associated entities (collectively, the MHR Group) from certain take-over bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows the MHR Group to calculate thresholds for normal course purchases of Telesat Corporation's (the Company) Class A common shares and Class B variable voting shares (collectively, the Listed Shares) on an aggregate basis rather than separately for each class. The Company's capital structure, designed to maintain its status as Canadian-controlled, features two classes of shares that are economically equivalent but distinguishable by the Canadian status of the holder. These shares are inter-convertible based on changes in the holder's Canadian status and trade under the same ticker symbol and CUSIP. Under normal circumstances, acquiring 20% or more of a class of shares would trigger take-over bid requirements. However, due to the unique capital structure and the inability to determine the exact number of each class of shares outstanding at the time of purchase, the Filer sought relief from these requirements. The exemption was granted subject to several conditions, including that the Company's previously obtained relief remains effective, there are no changes to the capital structure, and the Listed Shares continue to trade under the same ticker symbol and CUSIP. Additionally, the MHR Group must comply with the normal course purchase exemption in section 4.1 of NI 62-104, with the modification that the 5% threshold for purchases applies to the combined total of Class A and Class B shares, rather than on a per-class basis. The decision was made by the Ontario Securities Commission, acting as the principal regulator, and is applicable across multiple Canadian jurisdictions under the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.072 | 2023-01-26 | Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, Part 5, and s. 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-renewable-partners-lp-and-brookfield-renewable-corporation | The Ontario Securities Commission has granted Brookfield Renewable Corporation (BEPC) an exemption from certain related party transaction requirements, subject to conditions. This decision is based on the unique structure of BEPC and its relationship with Brookfield Renewable Partners L.P. (BEP), both of which are reporting issuers. BEPC was created to offer investors an alternative way to hold units in BEP through exchangeable shares, which are economically and functionally equivalent to BEP units. The exemption allows BEPC to engage in related party transactions with entities other than BEP or its subsidiaries without complying with the formal valuation and minority approval requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), Part 5. Instead, BEP will treat any such transaction as if it were a direct party and will comply with the related party transaction requirements as though it entered into the transaction itself. The exemption is contingent on several conditions, including that BEP owns all equity securities of BEPC, BEP consolidates BEPC in its financial statements, and there are no material changes to the exchangeable share provisions. Additionally, any formal valuation and disclosure documents related to these transactions must be identical for both BEPC and BEP and filed on both entities' SEDAR profiles. This decision recognizes the intertwined economic interests of BEPC and BEP and their function as a single economic entity, with BEP controlling BEPC and its board of directors. It also acknowledges that investments in BEPC's exchangeable shares are effectively investments in BEP units, and therefore, BEP's compliance with related party transaction requirements sufficiently protects investors. |
| 38.074 | 2023-01-26 | SponsorsOne Inc. – s. 21(b) of Ont. Reg. 398/21 under the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sponsorsone-inc-s-21b-ont-reg-39821-under-obca | The Ontario Securities Commission (OSC) has granted consent to SponsorsOne Inc., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue into the province of British Columbia under the Business Corporations Act (British Columbia) (BCBCA). This decision is based on subsection 21(b) of Ontario Regulation 398/21 made under the OBCA, which requires offering corporations to obtain consent from the Commission for such continuance. SponsorsOne Inc., originally incorporated in Ontario in 1965, has undergone several name changes and is currently listed on multiple stock exchanges. The company sought to relocate its corporate records to British Columbia to align with its business activities primarily on the west coast and to gain management flexibility for a potential stock consolidation. The OSC reviewed the application and considered the company's compliance with relevant securities legislation, absence of defaults or proceedings under the OBCA or the Securities Act (British Columbia), and the overwhelming shareholder approval for the continuance. The OSC also noted that the rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. Concluding that the continuance would not be prejudicial to the public interest, the OSC consented to the continuance of SponsorsOne Inc. under the BCBCA on January 27, 2023. |
| 38.070 | 2023-01-27 | Manufacturers Life Insurance Company | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manufacturers-life-insurance-company | The Securities Commission has granted an application by The Manufacturers Life Insurance Company (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission served as the principal regulator, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for all provinces and territories outside Ontario. The decision was based on several key representations by the Filer: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. Given these representations, the principal regulator concluded that the Filer met the legislative requirements to cease being a reporting issuer and approved the application. |
| 38.069 | 2023-01-30 | NorZinc Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/norzinc-ltd | The Securities Commission has granted an application by NorZinc Ltd. for an order to cease being a reporting issuer. This decision is based on several key findings: 1. NorZinc Ltd. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or internationally. 4. NorZinc Ltd. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the securities legislation of British Columbia and Ontario, specifically referencing section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows NorZinc Ltd. to cease its reporting issuer obligations in Canada. |
| 38.068 | 2023-01-31 | West Red Lake Gold Mines Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-red-lake-gold-mines-inc-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that West Red Lake Gold Mines Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation with its head office in Ontario, has stated that it does not plan to seek public financing through securities offerings. Furthermore, the Applicant has already received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC, considering that this action would not harm the public interest, has granted the order, effectively acknowledging the Applicant's non-public status as of January 31, 2023. |
| 38.067 | 2023-02-01 | Agrinam Acquisition Corporation | : National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agrinam-acquisition-corporation | The Ontario Securities Commission (OSC) has granted Agrinam Acquisition Corporation (the Filer) exemptions from certain requirements regarding restricted securities under multiple securities instruments, subject to conditions. These exemptions pertain to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally regulate the use of terms like "common" for shares, disclosure obligations, and eligibility for prospectus filing for restricted securities. The Filer, a special purpose acquisition corporation (SPAC) incorporated under the Business Corporations Act (British Columbia), is structured with multiple classes of shares, including Class A Shares, Class B Shares, Common Shares, and Proportionate Voting Shares (PV Shares). Upon completion of a qualifying acquisition, Class A and Class B Shares will convert into Common Shares and PV Shares, respectively, with the latter entitled to multiple votes per share. The OSC's decision allows the Filer to refer to its Common Shares as "common shares" in its prospectuses and continuous disclosure documents, despite the existence of PV Shares with greater voting rights. This is contingent on the Filer not having any other restricted securities issued and outstanding other than the Common Shares and providing disclosure consistent with the representations made in the application. The exemptions are granted on the condition that the Filer's share structure and rights, as detailed in the application, remain unchanged, and that the Filer does not issue any other class of restricted securities besides the Common Shares. The decision ensures that the Filer can proceed with its prospectus filings and continuous disclosure obligations without being hindered by the technical classification of its Common Shares as restricted securities due to the multiple voting rights attached to the PV Shares. |
| 38.063 | 2023-02-03 | Medifocus Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/medifocus-inc-1 | The Ontario Securities Commission (OSC) has granted a full revocation of the cease trade order (CTO) against Medifocus Inc. This decision follows the company's application for revocation under National Policy 11-207, which pertains to failure-to-file CTOs and their revocations across multiple jurisdictions. Medifocus Inc. had been under a CTO since September 4, 2020, due to its failure to file annual and interim financial statements, management's discussion and analysis (MD&A), and related certification documents. The company also failed to file subsequent interim financial statements and certificates after the CTO was issued. The company underwent insolvency proceedings and restructuring, which included a court-approved transaction that resulted in Asset Profits Limited (APL) becoming the sole shareholder through a private placement and share consolidation. Following the restructuring, Medifocus Inc. completed all conditions of a previously granted partial revocation order and became a non-reporting issuer. The OSC, as the Principal Regulator, determined that revoking the CTO was appropriate since Medifocus Inc. had addressed its defaults, except for the filing of the outstanding continuous disclosure documents, which was no longer required as the company ceased to be a reporting issuer. The revocation was made effective on the date Medifocus Inc. was confirmed to no longer be a reporting issuer. The decision was made under the authority of sections 127 and 144 of the Securities Act (Ontario), which provide the OSC with the power to make such orders and are designed to protect investors and the integrity of the capital markets by ensuring that issuers meet their continuous disclosure obligations. |
| 38.064 | 2023-02-03 | Medifocus Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/medifocus-inc-0 | The Securities Commission has granted Medifocus Inc. an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on several key factors: 1. Medifocus Inc. is a reporting issuer in British Columbia, Alberta, and Ontario but not in any other Canadian jurisdiction. 2. The company does not have a physical head office and is headquartered in Toronto, Ontario, with a mailing address in Maryland, USA. 3. Medifocus Inc. is under a failure-to-file cease trade order (FFCTO) due to not filing required financial documents. 4. The company filed for insolvency and underwent a court-approved restructuring, resulting in Asset Profits Limited (APL) becoming the sole shareholder. 5. Medifocus Inc.'s securities are not traded on any public market in Canada or internationally. 6. The company has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 7. Medifocus Inc. has no intention of seeking public financing in Canada. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The outcome is that Medifocus Inc. is no longer a reporting issuer and is relieved from the associated obligations in all Canadian jurisdictions where it held this status. |
| 38.065 | 2023-02-03 | Personas Social Incorporated | Scraping Unsuccessful. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/personas-social-incorporated | The Ontario Securities Commission (OSC) has issued an order revoking the failure-to-file cease trade order (FFCTO) against Personas Social Incorporated (the Issuer). The FFCTO was originally implemented on May 6, 2022, due to the Issuer's failure to file its audited annual financial statements and related documents for the year ended December 31, 2021, as well as interim financial reports for the period ended June 30, 2022, as required by National Instrument 51-102 and National Instrument 52-109. The Issuer, a reporting issuer in multiple Canadian jurisdictions, has since addressed the deficiencies by filing the overdue documents and is now up to date with its continuous disclosure obligations. The Issuer has also paid all outstanding and late fees to the securities commissions and has confirmed that there have been no material changes in its business that have not been publicly disclosed. The OSC's decision to revoke the FFCTO is based on the Issuer's compliance with continuous disclosure obligations, current and accurate profiles on SEDAR and the System for Electronic Disclosure by Insiders, and the absence of any ongoing default or consideration of major corporate restructuring. The revocation order is contingent upon the Issuer issuing a news release and filing a material change report regarding the revocation. The decision was made under the authority of Ontario securities laws and regulations, specifically under National Policy 11-207, which provides a framework for the revocation of cease trade orders in multiple jurisdictions. The OSC, as the Principal Regulator, determined that the Issuer met the necessary conditions for revocation, leading to the reinstatement of the Issuer's ability to trade securities. |
| 38.066 | 2023-02-03 | Zymeworks ExchangeCo Ltd. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/zymeworks-exchangeco-ltd | The Securities Commission has granted an order for Zymeworks Exchangeco Ltd. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points: 1. The Filer is not an OTC reporting issuer, meaning it is not subject to the reporting requirements for companies quoted in U.S. over-the-counter markets as per Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported. 4. The Filer is not in default of any securities legislation in any jurisdiction. The British Columbia Securities Commission, acting as the principal regulator, issued the order in accordance with the securities legislation, specifically section 88 of the Securities Act (R.S.B.C. 1996, c. 418). The order also reflects the decision of the securities regulatory authority in Ontario and is recognized by other Canadian provinces and territories under Multilateral Instrument 11-102 Passport System. The outcome is that Zymeworks Exchangeco Ltd. is no longer a reporting issuer and is relieved from the associated reporting obligations in Canada. |
| 38.059 | 2023-02-06 | Whistler Blackcomb Holdings Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/whistler-blackcomb-holdings-inc | The Securities Commission has granted an application by Whistler Blackcomb Holdings Inc. (the Filer) to cease being a reporting issuer in Canada. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Filer met the necessary conditions for the order, which include not being an OTC reporting issuer, having fewer than 15 security holders in each jurisdiction of Canada and fewer than 51 worldwide, and not having securities traded on any marketplace or facility where trading data is publicly reported. Additionally, the Filer was not in default of any securities legislation. As a result, the Filer has ceased to be a reporting issuer in all jurisdictions of Canada where it previously held that status. This decision was made by the British Columbia Securities Commission as the principal regulator and was also representative of the decision by the securities regulatory authority in Ontario. |
| 38.060 | 2023-02-06 | Purpose Cash Management Fund et al. | the Jurisdictions). II. Interpretation Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. III. Statutes Cited 1. Multilateral Instrument 11-102 Passport System (MI 11-102) 2. National Instrument 14-101 Definitions | https://www.osc.ca/en/securities-law/orders-rulings-decisions/purpose-cash-management-fund-et-al | The Ontario Securities Commission (OSC) has approved an application by Purpose Investments Inc. (the Filer) on behalf of several funds (the Funds) for an extension of the lapse date for their simplified prospectus. The Filer sought to align the renewal process of the Funds' prospectus with that of other funds managed by the Filer (the Other Funds) to streamline disclosure and reduce costs. The Filer is a corporation registered in various capacities across Canadian provinces and territories, managing the Funds, which are mutual funds and reporting issuers in Canada. The Funds' current prospectus was set to lapse on March 22, 2023, which would require a new prospectus to be filed and receipted according to specific deadlines under subsection 62(2) of the Securities Act (Ontario). The Filer argued that renewing the Funds' prospectus separately from the Other Funds' prospectus, which has an April 14, 2023 lapse date, would be unreasonable due to the proximity of the two dates and the associated costs. The Filer assured that there had been no material changes in the Funds' affairs since the last prospectus amendment and that any future material changes would be disclosed as required by law. The OSC, serving as the principal regulator, determined that granting the extension would not compromise the accuracy of the information in the current prospectus or be prejudicial to the public interest. Consequently, the OSC extended the lapse date for the Funds' prospectus to April 14, 2023, to coincide with the lapse date of the Other Funds' prospectus. The decision was made under the securities legislation of Ontario and relied upon in other Canadian provinces and territories through section 4.7(1) of Multilateral Instrument 11-102 Passport System. The outcome allows the Filer to renew the prospectus for both the Funds and the Other Funds simultaneously, facilitating a more efficient and cost-effective process. |
| 38.062 | 2023-02-06 | R.E.G.A.R. Gestion Privée Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure -- ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/regar-gestion-privee-inc-1 | The Securities Commission has granted an exemption to R.E.G.A.R. Gestion Privée Inc. (the Filer) on behalf of its alternative mutual funds (the Alternative Funds) and any future alternative mutual funds managed by the Filer or its affiliates. This exemption allows the Filer to consolidate the simplified prospectus of the Alternative Funds with the simplified prospectus of conventional mutual funds (the Conventional Funds) that are not alternative mutual funds, despite the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that prohibits such consolidation. The Filer argued that this consolidation would reduce costs related to renewal, printing, and other processes, and would streamline the distribution and disclosure process across the Filer's fund platform. The Filer also noted that the Alternative Funds share many operational and administrative features with the Conventional Funds, and combining them in the same simplified prospectus would facilitate investor comparison. The exemption was granted based on the belief that it is in the best interest of the Alternative Funds and their securityholders and is not prejudicial to the public interest. The Filer also pointed out that similar consolidation is permitted for exchange-traded funds (ETFs) under Regulation 41-101 respecting General Prospectus Requirements, suggesting that mutual funds should not be treated differently. The decision was made by the Autorité des marchés financiers, the principal regulator in this application, and also represents the decision of the securities regulatory authority in Ontario. The exemption is supported by Section 6.1 of NI 81-101 and is consistent with the test set out in the Legislation for the Decision Makers to make such a decision. |
| 38.058 | 2023-02-07 | Wells Fargo Canada Corporation | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/wells-fargo-canada-corporation | The Ontario Securities Commission (OSC) has granted Wells Fargo Canada Corporation's application to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii). The key points leading to this decision include: 1. Wells Fargo Canada Corporation is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 globally. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The OSC, acting as the principal regulator, determined that the application met the necessary criteria under the relevant legislation, and therefore, the order to cease the company's reporting issuer status was approved. |
| 38.052 | 2023-02-09 | Notice of Correction – SponsorsOne Inc. – s. 21(b) of Ont. Reg. 398/21 under the OBCA | Scraping Unsuccessful. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/notice-correction-sponsorsone-inc-s-21b-ont-reg-39821-under-obca | The Securities Commission issued a correction regarding a publication about SponsorsOne Inc. The initial publication in the February 2, 2023 issue of the Bulletin had an incorrect date for the Consent related to SponsorsOne Inc. The correct date for the Consent is January 26, 2023. This correction ensures that the records accurately reflect the timeline of the Commission's decisions and consents. The relevant laws or regulations would typically pertain to the procedural and reporting requirements of the Securities Commission, ensuring transparency and accuracy in public disclosures. |
| 38.053 | 2023-02-09 | ATB Investment Management Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(4)(c) and (f), and s. 19.1. Citation: Re ATB Investment Management Inc., 2023 ABASC 16 February 9, 2023. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atb-investment-management-inc | The Securities Commission granted ATB Investment Management Inc. (the Filer) an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f). This exemption allows the Filer to reference FundGrade A+ Awards and FundGrade Ratings in sales communications for mutual funds it manages, despite these references not meeting the standard matching and timing requirements for performance data disclosure. The FundGrade A+ Awards, given by Fundata Canada Inc., recognize funds with strong risk-adjusted performance relative to peers. The awards are based on a proprietary rating system that evaluates funds using the Sharpe Ratio, Information Ratio, and Sortino Ratio over various time periods. The top-performing funds receive letter grades monthly, culminating in an annual FundGrade A+ Award for those with a GPA of 3.5 or higher. The exemption was granted on the condition that sales communications comply with Part 15 of NI 81-102, except as specified, and include clear disclosure of the award or rating details, the number of funds in the category, the ranking entity, the period the award or rating is based on, and a statement that ratings are subject to monthly change. Additionally, the FundGrade A+ Award referenced must not be older than 365 days, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision, underpinned by the securities legislation of Alberta and Ontario, reflects the regulators' satisfaction that the exemption meets the legislative test and will not be misleading to investors. The Alberta Securities Commission is the principal regulator for this application, and the decision also represents the consent of the securities regulatory authority in Ontario. |
| 38.054 | 2023-02-09 | Prairie Lithium Corporation and Arizona Lithium Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/prairie-lithium-corporation-and-arizona-lithium-limited | The Securities Commission has granted an exemption to Arizona Lithium Limited (the Buyer) from complying with Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) regarding its bid to acquire all outstanding class A common shares of Prairie Lithium Corporation (the Target), a non-reporting issuer. This exemption is based on the fact that the Target is not a reporting issuer, has no published market for its securities, and the number of security holders exceeds the threshold allowed under the Non-Reporting Issuer Exemption (NRI Exemption) in NI 62-104. The Target has 99 registered shareholders and 89 beneficial shareholders, with the majority residing in Saskatchewan, Alberta, and Ontario. The Buyer is relying on an exemption from the Take-Over Bid Requirements in jurisdictions other than Saskatchewan, Alberta, and Ontario. The Target's shareholders are eligible under the private issuer exemption in section 2.4 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), and key stakeholders holding over 60% of the Target's shares support the bid. The exemption was issued under the authority of the securities legislation of Saskatchewan and Ontario, with the Financial and Consumer Affairs Authority of Saskatchewan acting as the principal regulator. The decision was made after considering the relevant facts and representations by the Filers, and it was determined that the exemption meets the test set out in the Legislation. |
| 38.055 | 2023-02-09 | Sierra Wireless, Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sierra-wireless-inc-0 | The Securities Commission has granted an application by Sierra Wireless, Inc. (the Filer) to cease being a reporting issuer in Canada. The decision was based on several key facts: 1. Sierra Wireless is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The Filer sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status. 5. The Filer was not in default of any securities legislation. The decision was made in accordance with the securities legislation of British Columbia and Ontario, specifically referencing section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the regulator in Ontario. The Filer had indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in several other Canadian provinces. The outcome is that Sierra Wireless, Inc. is no longer a reporting issuer and is thus relieved from the reporting obligations that come with that status. |
| 38.056 | 2023-02-09 | Nova Scotia Power Incorporated | Securities Act, R.S.N.S. 1989, c. 418. Securities Act, R.S.O. 1990, c. S.5 as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nova-scotia-power-incorporated-1 | The Securities Commission has granted Nova Scotia Power Incorporated (NSPI) an exemption from the prospectus requirement for the distribution of certain short-term debt instruments, specifically negotiable promissory notes or commercial paper with a maturity of no more than one year. This exemption is conditional and is based on the inability of NSPI to meet the credit rating threshold previously required under section 2.35 of National Instrument 45-106 - Prospectus Exemptions, due to downgrades by S&P Global Ratings and DBRS Limited. The exemption allows NSPI to distribute these notes to Canadian Qualified Purchasers through registered Canadian Dealers, provided the notes are not convertible or exchangeable into other securities, are not securitized products, and have a credit rating at or above certain specified categories. The exemption is subject to several conditions, including that the notes must be sold in denominations of at least $250,000 and that the Canadian Dealers must ensure sales are only made to eligible purchasers. The exemption is set to expire on February 9, 2028, unless extended or terminated earlier by the regulatory authorities. The decision is supported by the Securities Act of Nova Scotia and Ontario and is consistent with the multi-jurisdictional process for exemptive relief applications. |
| 38.057 | 2023-02-09 | TriSummit Utilities Inc. | National Instrument 44-101 Short Form Prospectus Distributions, s. 2.3. National Instrument 44-102 Shelf Distributions, s. 2.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trisummit-utilities-inc-1 | The Securities Commission has granted TriSummit Utilities Inc. (the Filer) an exemption from the restriction on issuing convertible securities as outlined in Section 2.3 of both National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and National Instrument 44-102 Shelf Distributions (NI 44-102). This exemption allows the Filer to issue preferred shares or debt securities that are convertible into other securities of the Filer under its Base Shelf Prospectus. The Filer, a corporation under the Canada Business Corporations Act with its head office in Calgary, Alberta, is a reporting issuer in all Canadian provinces and territories but does not have equity securities listed on a short form eligible exchange. It has previously issued $950 million in medium-term notes and filed a Base Shelf Prospectus for the distribution of Preferred Shares and debt securities. The exemption was granted on the condition that the Proposed Convertible Securities and the Proposed Underlying Securities, if issued directly, would meet the Designated Ratings Requirements at the time of distribution. These requirements include having a designated rating on a provisional basis and not being subject to potential downgrades by rating organizations. The decision was made by the Alberta Securities Commission as the principal regulator and is also recognized by the Ontario securities regulatory authority. The exemption is contingent upon the Filer not being in default of any securities legislation requirements or continuous disclosure obligations. |
| 38.049 | 2023-02-14 | I.G. Investment Management Ltd. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). National Instrument 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2), 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1(1). Form 81-101F1 Contents of Simplified Prospectus, Items 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4 and 5 of Part I and Item 1.3 of Part II. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-et-al-4 | The Securities Commission granted exemptive relief to IG Investment Management Ltd. (IGIM) on behalf of new continuing mutual fund trusts (Continuing Funds) from certain requirements of National Instruments 81-101, 81-102, and 81-106. This relief allows the Continuing Funds to use the historical performance, financial data, and fund expenses of corresponding terminating mutual fund corporation classes (Terminating Funds) in their sales communications, prospectus, fund facts documents, and management reports. Additionally, the Continuing Funds are exempt from the seed capital requirements of NI 81-102. The decision is based on the fact that the Continuing Funds have substantially similar investment objectives, strategies, and fees as the Terminating Funds, and unitholders of the Terminating Funds will become unitholders of the corresponding Continuing Funds after the merger. The relief is subject to conditions, including disclosure requirements in the Simplified Prospectus and Fund Facts Documents that reference the historical data of the Terminating Funds and the merger details. The relief is granted under the following provisions: - NI 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1) - NI 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a), and 15.9(2), 19.1(1) - NI 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1(1) - Form 81-101F1 Contents of Simplified Prospectus, Items 10(b) of Part B - Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4, and 5 of Part I and Item 1.3 of Part II - Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a), and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C The decision was made on February 14, 2023, with the Manitoba Securities Commission acting as the principal regulator. The decision also applies to other Canadian jurisdictions under the Multilateral Instrument 11-102 Passport System. |
| 38.050 | 2023-02-14 | The Valens Company Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/valens-company-inc | The Securities Commission has granted The Valens Company Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. This decision is based on the Filer meeting several conditions: it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. The order was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, with the Ontario Securities Commission acting as the principal regulator. The Filer's cessation as a reporting issuer is effective across all Canadian jurisdictions where it previously had this status. |
| 38.051 | 2023-02-14 | Brookfield Corporation | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-corporation-0 | The Ontario Securities Commission granted Brookfield Corporation (the Filer) an exemption from the requirement to incorporate certain sections of a previously filed management information circular in any future short form prospectuses, including base shelf prospectuses. This exemption was granted under the securities legislation of Ontario, specifically referencing item 11.1(1)(7) of Form 44-101F1 Short Form Prospectus and National Instrument 44-102 Shelf Distributions. The Filer, a corporation in good standing under the Business Corporations Act (Ontario), is a reporting issuer in all Canadian provinces and territories and is listed on both the New York Stock Exchange and the Toronto Stock Exchange. The Filer has met the basic qualification criteria for filing a short form prospectus under National Instrument 44-101. The exemption pertains to sections of a circular related to a completed plan of arrangement involving the distribution of shares of Brookfield Asset Management Ltd. to existing shareholders and the acquisition of a 25% interest in Brookfield Asset Management ULC by the Manager. The Filer argued that the specified sections of the circular, which include financial statements and other information about the Manager post-arrangement, are no longer material or relevant to the Filer or potential investors. The Commission agreed with the Filer's assessment, concluding that incorporating these sections into future prospectuses would not benefit shareholders or potential investors. The exemption was granted on the condition that the Filer continues to meet the basic qualification criteria for a short form prospectus, complies with other applicable requirements, and discloses in each prospectus that it has obtained this exemptive relief, including how to obtain a copy of the decision. |
| 38.047 | 2023-02-15 | Fidelity Investments Canada ULC and Fidelity Global Equity Class Portfolio | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-fidelity-global-equity-class-portfolio | The Securities Commission has granted an application by Fidelity Investments Canada ULC (the Filer) on behalf of Fidelity Global Equity Class Portfolio (the Fund) to extend the lapse date of the Fund's current prospectus by six days. This extension aligns the Fund's prospectus lapse date with that of other funds under the Filer's management, facilitating their consolidation into a single prospectus. The Filer is registered as a portfolio manager, mutual fund dealer, investment fund manager, and commodity trading manager in various Canadian jurisdictions. The Fund, a mutual fund corporation, distributes securities under a simplified prospectus due to lapse on April 20, 2023. The extension moves this date to April 26, 2023, matching the lapse date of the Filer's other funds (FCSC Funds). The decision is based on the rationale that consolidating the prospectuses will benefit investors by allowing easier comparison and reducing costs associated with prospectus renewal and printing. The Filer argued that renewing the Fund's prospectus separately from the FCSC Funds would be impractical and costly. No material changes have occurred in the Fund's affairs since the last prospectus filing, ensuring that the current prospectus still provides accurate information. The extension is granted under subsection 62(5) of the Ontario Securities Act, which allows for such modifications if they are not prejudicial to the public interest. The decision was made considering that the accuracy of the Fund's information would not be compromised and that it would not be against the public interest. |
| 38.048 | 2023-02-15 | Hamilton Capital Partners Inc. and Hamilton Enhanced Canadian Bank ETF | National Instrument 81-102 Investment Funds, ss. 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-capital-partners-inc-and-hamilton-enhanced-canadian-bank-etf | The Ontario Securities Commission granted Hamilton Capital Partners Inc. (the Filer) on behalf of Hamilton Enhanced Canadian Bank ETF (HCAL or the ETF) an exemption from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows HCAL to invest more than 20% of its net asset value in securities of any single issuer, specifically targeting the six largest Canadian banks, following the Solactive Equal Weight Canada Banks Index (Equal Weight Index). The exemption is conditional upon HCAL adhering to its stated investment objectives and strategies, which include using leverage to replicate approximately 1.25 times the performance of the Equal Weight Index. The Filer is a registered investment fund manager, exempt market dealer, and portfolio manager in Ontario, with additional registrations in Quebec and Newfoundland & Labrador. HCAL is an alternative mutual fund and a reporting issuer in multiple Canadian jurisdictions. The decision was based on representations from the Filer that the ETF's investment strategy is transparent, passive, and fully disclosed to investors. The ETF will maintain a fixed portfolio of the six largest Canadian banks, which are highly liquid securities. The exemption was deemed appropriate because the ETF operates similarly to a fixed portfolio investment fund, which is typically exempt from the concentration restriction. The exemption is contingent on HCAL obtaining necessary approvals for its proposed investment objective change and implementing it. The ETF must disclose the exemption and associated concentration risks in its prospectus upon renewal. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 38.046 | 2023-02-16 | iCapital Network Canada Ltd. and the Top Funds | Statutes Cited: 1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2)(a) and (b), and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/icapital-network-canada-ltd-and-top-funds | The Ontario Securities Commission granted a 90-day extension for annual financial statement filings and a 60-day extension for interim financial statement filings to certain mutual funds managed by iCapital Network Canada Ltd. These funds, which are not reporting issuers, primarily invest in underlying funds with later financial reporting deadlines. The relief, subject to conditions, is based on National Instrument 81-106 Investment Fund Continuous Disclosure, which typically requires funds to file and deliver financial statements within specific timeframes after the end of their financial year or interim period. The decision acknowledges that the funds' auditors need the underlying funds' audited financial statements to complete their audits, and these underlying funds often have different financial year-ends and reporting deadlines. The extensions are conditional upon the funds continuing to invest primarily in underlying funds, disclosing the extended deadlines in their offering memorandums, and notifying securityholders of their reliance on the relief. The funds must still file their financial statements within the extended deadlines, and the relief will expire within one year of any regulatory changes that affect the filing and delivery deadlines for mutual funds. |
| 38.043 | 2023-02-17 | Essex Oil Ltd. | Securities Act, R.S.O. 1990, c.S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/essex-oil-ltd-0 | The Ontario Securities Commission (OSC) has revoked a cease trade order against Essex Oil Ltd. after the company remedied its previous failure to file required continuous disclosure materials. The initial cease trade order was issued on November 3, 2016, due to the company's non-compliance with filing audited annual financial statements, management's discussion and analysis (MD&A), and certification of filings for the year ended June 30, 2016. Essex Oil Ltd., a reporting issuer in Ontario, addressed its defaults by updating its continuous disclosure filings, although certain outstanding filings from 2016 to 2020 remained unfiled. The company also completed a private placement, updated its management team, and committed to holding a shareholder meeting within three months of the order's revocation. The decision to revoke the cease trade order was made under section 144 of the Securities Act, R.S.O. 1990, c.S.5, as amended, which allows for revocation if it is not prejudicial to the public interest. The revocation reflects the company's efforts to comply with Ontario securities law and its undertaking to maintain updated and accurate filings moving forward. The revocation order was dated February 17, 2023. |
| 38.044 | 2023-02-17 | Fédération des caisses Desjardins du Québec | National Instrument 44-101 Short Form Prospectus Distributions, s. 2.2(e) and Part 8. National Instrument 44-102 Shelf Distributions, ss. 2.2(1) and (2), 2.2(3)(b)(iii), and Part 11. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/federation-des-caisses-desjardins-du-quebec-1 | The Securities Commission granted an exemption to a federation of financial services cooperatives, allowing them to file a base shelf prospectus for market-linked notes without principal protection, despite not meeting certain eligibility criteria. The filer, part of the Mouvement Desjardins, is a significant financial group in Canada and a designated domestic systemically important financial institution. The exemption was granted under the condition that the filer complies with all other requirements and procedures, continues to be recognized as a systemically important institution, and includes specific disclosures in the prospectus supplement about the lack of ratings and risks to investors' principal. This decision is based on National Instruments 44-101 and 44-102, which set out the criteria for short form and shelf prospectus distributions, and the exemption is contingent upon the filer's adherence to the terms outlined in the decision document. |
| 38.042 | 2023-02-21 | VAALCO Energy, Inc. | National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vaalco-energy-inc | The Securities Commission has granted VAALCO Energy, Inc. (the Filer) an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101), under certain conditions. The Filer is a Delaware corporation with oil and gas interests in Africa and Canada, and is a reporting issuer in Canadian provinces but has a minimal percentage of its shareholders in Canada. It is also listed on the New York and London stock exchanges. The exemption is based on the fact that the Filer is already subject to and compliant with U.S. disclosure requirements for oil and gas activities, as it is registered under the U.S. Securities Exchange Act of 1934 and follows the rules of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). The exemption is conditional upon the Filer remaining a U.S. issuer and an SEC foreign issuer, continuing to prepare its oil and gas disclosures in accordance with U.S. rules, issuing a news release in Canada to inform that it will follow U.S. disclosure rules, and filing its disclosures with Canadian securities regulators promptly after filing them in the U.S. The decision is made under the authority of the securities legislation of Alberta and Ontario, with Alberta Securities Commission as the principal regulator, and is also representative of the decision of the securities regulatory authority in Ontario. The exemption reflects the principle that the Filer's compliance with U.S. rules is sufficient to meet the disclosure expectations in Canada for its Canadian investors, given its status and the proportion of its shareholder base in Canada. |
| 38.038 | 2023-02-23 | Blackrock Asset Management Canada Limited and the Exchange-Traded Mutual Funds Set Out in Schedule “A” | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blackrock-asset-management-canada-limited-and-exchange-traded-mutual-funds-set-out-schedule | The Ontario Securities Commission, acting as the principal regulator, has granted BlackRock Asset Management Canada Limited (the Filer) an extension of the lapse date for the prospectus of certain exchange-traded mutual funds (ETFs) it manages. This decision allows the Filer to align the prospectus renewal of these ETFs with that of other funds under its management, specifically the iShares Funds, to streamline operations and reduce costs. Key points from the decision include: - The Filer is a registered investment fund manager and is not in default of any securities legislation. - The ETFs in question are in continuous distribution and listed on Canadian marketplaces. - The current prospectus lapse date for the ETFs is April 13, 2023. - The Filer aims to combine the current prospectus of the ETFs with that of the iShares Funds, which has a lapse date of June 29, 2023, to achieve administrative efficiency and cost savings. - There have been no material changes in the affairs of the ETFs since the current prospectus was issued. - The extension will not affect the accuracy of the information in the current prospectus or ETF Facts, nor will it be prejudicial to the public interest. The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by the representations made by the Filer. The relief is conditional upon the Filer's continued compliance with securities legislation and the absence of any material changes that would affect the accuracy of the current prospectus. The outcome is that the ETFs' prospectus lapse date is extended to June 29, 2023, to coincide with the iShares Funds' prospectus lapse date. |
| 38.039 | 2023-02-23 | Brandes Investment Partners & Co. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a) and (c), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brandes-investment-partners-co-2 | The Ontario Securities Commission granted an exemption to a mutual fund, allowing it to invest in a U.S.-based underlying mutual fund not governed by Canadian investment fund regulations. The exemption from National Instrument 81-102 Investment Funds (NI 81-102) permits the fund to invest up to 10% of its net asset value in the U.S. fund, which is regulated under the United States Investment Company Act of 1940. The decision is contingent on the investment aligning with the fund's objectives and the U.S. fund being in good standing with the SEC. The fund must disclose this exemption in its prospectus. The exemption aims to provide benefits such as enhanced diversification and access to specialized expertise, without duplicating fees or posing significant investment risks. |
| 38.041 | 2023-02-23 | Auspice Capital Advisors Ltd. | National Instrument 81-102 Investment Funds, ss. 2.9.1, 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1, and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/auspice-capital-advisors-ltd-0 | The Securities Commission has granted alternative mutual funds an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) and related disclosure obligations under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). The key points of the decision are as follows: 1. **Value at Risk (VaR) Usage**: The funds are allowed to use VaR, limited to 20% of their net asset value (NAV), to calculate exposure instead of adhering to the standard limit of 300% of the fund's NAV for aggregate exposure to cash borrowing, short selling, and specified derivatives transactions. 2. **Disclosure Requirements**: The funds are exempt from disclosing their maximum aggregate exposure to leverage as calculated under Section 2.9.1 of NI 81-102 in their Fund Facts Document and Simplified Prospectus. 3. **Performance Data**: The funds can include past performance data in their sales communications and disclosure documents, even for periods when they were not reporting issuers, subject to certain conditions. 4. **Risk Level Calculation**: The funds are permitted to use past performance data to calculate the investment risk level and disclose this in the Fund Facts and ETF Facts documents. 5. **Conditions**: The exemptions are subject to several conditions, including the establishment of a derivatives risk management program, third-party verification of VaR calculations, and specific reporting and notification requirements to the Securities Commission. 6. **Expiration**: The decision expires on February 22, 2027. The decision is based on the reasoning that VaR is a more appropriate measure of risk for these funds compared to the notional exposure limits. The exemptions are intended to provide investors with access to products that may offer diversified holdings and potentially superior non-correlated returns. The decision is made under the authority of various sections of NI 81-102 and NI 81-101, as well as the Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.035 | 2023-02-24 | Teck Resources Limited and Elk Valley Resources Ltd. | National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 5.3(1)(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/teck-resources-limited-and-elk-valley-resources-ltd | The Securities Commission has granted an exemption to Elk Valley Resources Ltd. (NewCo) from the requirement to have a technical report prepared by an independent qualified person for its mineral properties upon completion of a spin-off transaction from Teck Resources Limited (Teck). This decision is based on the fact that NewCo's business is a continuation of Teck's steelmaking coal segment, and the shareholders of NewCo, who are also Teck's shareholders, are not receiving interests in new mineral properties but rather an indirect interest they already held. The exemption is supported by the fact that the properties in question have been producing mines for many years and have a substantial public disclosure record. NewCo will inherit Teck's producing issuer status, which typically allows reliance on internal qualified persons for technical reports, as Teck's shares are traded on a specified exchange that qualifies for an independence exemption under National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). However, since NewCo will not have securities listed on such an exchange immediately following the arrangement, it would not be able to use the same exemption without this decision. The Securities Commission's decision is based on the provisions of NI 43-101, specifically sections 5.3(1)(a) and 9.1, and is contingent on the condition that NewCo will file new technical reports prepared in accordance with NI 43-101 for each property post-arrangement. Additionally, the Commission has granted confidentiality relief, ensuring that the application and related materials remain confidential until the public announcement of the spin-out or after 90 days from the effective date of the decision, whichever comes first. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario, with the intention to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 38.037 | 2023-02-24 | Aurinia Pharmaceuticals Inc. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1, 9.1.5, and 13.1. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, ss. 2.7, 9.1.1, and 9.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aurinia-pharmaceuticals-inc | The Securities Commission granted Aurinia Pharmaceuticals Inc. (the Filer) an exemption from certain Canadian securities regulations, allowing the company to distribute proxy-related materials to both registered and beneficial securityholders in accordance with U.S. federal securities law, specifically Rule 14a-16 under the Securities Exchange Act of 1934. This decision is based on the company's inability to meet the criteria for automatic exemptions due to over 50% of its consolidated assets being located in Canada. However, the company demonstrated that the majority of its voting securities are held by non-Canadian residents, its executive officers and directors are primarily non-residents, and its business is mainly administered outside of Canada. The exemption is subject to the condition that the company complies with all other requirements of the automatic exemptions, except for the condition related to the location of consolidated assets. The company will use a notice-and-access model to inform securityholders about the availability of proxy materials online and provide instructions for requesting paper or email copies at no charge. The decision was made under the authority of National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, and it applies to jurisdictions in Canada where the company is a reporting issuer. The British Columbia Securities Commission is the principal regulator for this application, and the decision also reflects the agreement of the securities regulatory authority in Ontario. |
| 38.030 | 2023-02-28 | Teck Resources Limited | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 4.5, 8.1, and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/teck-resources-limited-1 | The Ontario Securities Commission granted Teck Resources Limited an exemption from the requirement to obtain minority approval from holders of every class of affected securities for a proposed arrangement. This arrangement involves introducing a sunset provision to the issuer's multiple voting shares, leading to the collapse of the dual-class share structure in exchange for a fraction of a subordinate voting share per multiple voting share. The exemption was granted under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which typically requires minority approval for such transactions. However, the Commission determined that there was no conflict of interest between related parties and other multiple voting shareholders, as all would be treated identically and receive identical consideration. Additionally, no related party received any preferential treatment, payment, or inducement in connection with the arrangement. Instead of seeking minority approval from multiple voting shareholders, Teck Resources opted to seek approval from a majority of subordinate voting shareholders, excluding related party multiple voting shareholders, in addition to the required corporate law approvals. The exemption was subject to conditions, including that Teck Resources obtain modified approvals for the arrangement and that all shareholders, including those with subordinate voting shares, be treated equally in a related spin-off transaction. The decision also required that the information circular for the shareholder meeting include all necessary disclosures and fairness opinions. The relevant legislative provisions cited include sections 4.5, 8.1, and 9.1(2) of MI 61-101. The decision was made with the understanding that the arrangement would be fair to all shareholders and that there would be no collateral benefits associated with the transaction. |
| 38.031 | 2023-02-28 | Brookfield Corporation | National Instrument 62-104 Take-Over Bids and Issuer Bids Part 2 and s. 6.1 IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C.S.5, AS AMENDED. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-corporation | The Ontario Securities Commission granted Brookfield Corporation an exemption from the formal issuer bid requirements outlined in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This decision was made in connection with Brookfield's proposed repurchase of 2,000,000 Class A Preference Shares, Series 15 from a single shareholder who is a sophisticated investor and qualifies as an accredited investor under National Instrument 45-106 Prospectus Exemptions (NI 45-106). The key reasons for the exemption include: 1. The shares in question are held entirely by one shareholder, who is at arm's length from Brookfield and is not an insider or affiliate. 2. The shareholder is an accredited investor, suggesting they possess the necessary financial acumen and do not require the same level of protection as retail investors. 3. The repurchase will be conducted through a private contract at a negotiated price, and the transaction does not require approval from other shareholders or affect the control of the company. 4. There is no material change or fact about Brookfield that has not been disclosed to the public that would influence the transaction. The exemption is conditional upon: a. No other person or company holding the subject shares at the time of purchase, other than the selling shareholder. b. Both parties not being aware of any undisclosed material changes or facts about Brookfield at the time of the agreement and purchase. c. The agreement including an acknowledgment from the selling shareholder regarding the exemption and their status as an accredited investor, and that they will not receive an issuer bid circular or other formal issuer bid protections. This decision is based on the provisions of section 6.1 of NI 62-104 and is aimed at facilitating the transaction without undermining the public interest. The order was issued on February 28, 2023. |
| 38.032 | 2023-02-28 | Brookfield Office Properties Inc | National Instrument 62-104 Take-Over Bids and Issuer Bids Part 2 and s. 6.1 IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C.S.5, AS AMENDED. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-office-properties-inc | The Ontario Securities Commission granted Brookfield Office Properties Inc. (the Filer) an exemption from the formal issuer bid requirements stipulated in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption pertains to the Filer's repurchase of 800,000 Class AAA Preference Shares, Series Z (the Subject Shares) from two shareholders (the Selling Shareholders), who are sophisticated investors and qualify as accredited investors. The Filer is a reporting issuer in Canada, and the Subject Shares are not publicly listed or convertible into any listed shares. The Filer intends to repurchase the Subject Shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends. The repurchase constitutes an issuer bid under NI 62-104, which typically requires an issuer bid circular and other formal requirements to protect investors. However, the Filer sought relief from these requirements, arguing that the Selling Shareholders are knowledgeable and do not require the same level of protection as the general public. The Commission agreed, provided that certain conditions are met: no other shareholders hold the Subject Shares at the time of purchase, all holders are invited to tender their shares on identical terms, no material undisclosed information exists at the time of the agreements or purchases, and the Selling Shareholders acknowledge the exemption and their status as accredited investors. The decision was made on February 28, 2023, under the authority of section 6.1 of NI 62-104, and it was determined that granting this exemption would not be prejudicial to the public interest. |
| 38.033 | 2023-02-28 | Hamilton Capital Partners Inc. and Hamilton Canadian Bank Equal-Weight Index ETF | National Instrument 81-102 Investment Funds, ss.2.1(1), 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-capital-partners-inc-and-hamilton-canadian-bank-equal-weight-index-etf | The Ontario Securities Commission granted an ETF managed by Hamilton Capital Partners Inc. an exemption from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETF to replicate the performance of the Solactive Equal Weight Canada Banks Index by investing more than 10% of its net asset value in each of the six largest Canadian banks, which would otherwise be prohibited. The rationale for the exemption is that the ETF's investment objective and strategies, along with associated risks, are clearly disclosed in its prospectus. The ETF operates similarly to a fixed portfolio investment fund, which is exempt from the concentration restriction, and the ETF's investments are transparent and passive. The exemption is conditional upon the ETF investing in the banks in accordance with its stated investment objectives and strategies, disclosing its rebalance frequency, and including specific disclosures and risk factors in its prospectus regarding the concentration of investments and associated risks. The decision is based on the ETF's commitment to transparency and the liquidity of the underlying bank securities, which are among the most traded on the Toronto Stock Exchange. The exemption is subject to the ETF maintaining its investment approach and providing appropriate disclosures to investors. |
| 38.034 | 2023-02-28 | Medifocus Inc. -- s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/medifocus-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order recognizing that Medifocus Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on the Applicant's application and representations, which include: 1. Medifocus Inc. is an offering corporation under the Business Corporations Act (Ontario) (OBCA). 2. The company does not have a physical head office and has provided its registered and mailing addresses. 3. The company has no plans to seek public financing through securities offerings. 4. Medifocus Inc. previously received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. 5. The facts presented in the previous order remain accurate. The OSC, under subsection 1(6) of the OBCA and considering that granting the order would not be against the public interest, has ordered that Medifocus Inc. is deemed to have ceased to be offering its securities to the public as of February 28, 2023. |
| 38.027 | 2023-03-01 | Recipe Unlimited Corporation | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED (the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/recipe-unlimited-corporation-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Recipe Unlimited Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation with its head office in Ontario, has stated that it does not plan to seek public financing through securities offerings. Furthermore, on November 11, 2022, the Applicant received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC has determined that granting this order would not be against the public interest. Consequently, the Applicant is deemed to have ceased public securities offerings as of March 1, 2023. |
| 38.028 | 2023-03-01 | Lithium Royalty Corp. | National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.1(1) and 9.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lithium-royalty-corp | The Securities Commission granted Lithium Royalty Corp. (the Filer) an exemption from the requirement to file technical reports for its royalty interests in two mineral properties, as it prepares to become a reporting issuer through an initial public offering (IPO). The exemption is based on National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), specifically sections 4.1(1) and 9.1(1). Key points include: 1. The Filer is not currently a reporting issuer and is not in default of securities legislation. 2. It holds royalty interests in the Grota do Cirilo property and the Tres Quebradas property, which are material to the Filer and operated by Sigma Lithium Corporation and Zijin Mining Group Co. Limited, respectively. 3. Sigma and Zijin are both reporting issuers or have securities trading on recognized exchanges, and they have filed technical reports for the respective properties in compliance with NI 43-101. 4. The Filer has disclosed scientific and technical information about the properties in its Preliminary Prospectus and will do so in its Final Prospectus. 5. The Filer will become a reporting issuer upon the filing and receipt of its Final Prospectus for the IPO. 6. The Filer is not the owner or operator of the properties but anticipates the royalty interests will be material to its operations. The Commission's decision to grant the exemption is based on the Filer's representations and the fact that the scientific and technical information material to the Filer has already been disclosed by the current or previous owners or operators of the properties. The exemption is contingent upon the Filer identifying the source of the scientific and technical information disclosed in any document filed under section 4.2(1) of NI 43-101. The outcome allows the Filer to proceed with its IPO without the need to file separate technical reports for its royalty interests, relying instead on the existing disclosures made by the operators or owners of the mineral projects. |
| 38.025 | 2023-03-02 | Freshii Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/freshii-inc | The Securities Commission has granted Freshii Inc.'s application to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. The decision was based on several key findings: 1. Freshii Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. Its securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders globally. 3. Its securities are not traded on any public marketplace or facility where trading data is reported. 4. Freshii Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that Freshii Inc. met the necessary criteria outlined in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and supported by the Multilateral Instrument 11-102 Passport System. |
| 38.026 | 2023-03-02 | Village Farms International, Inc. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1, 9.1.5 and 13.1. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, ss. 2.7, 9.1.1 and 9.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/village-farms-international-inc | The Securities Commission has granted Village Farms International, Inc. (the Filer) an exemption from certain Canadian proxy delivery requirements, allowing the Filer to distribute proxy-related materials to both registered and beneficial securityholders using methods permitted under U.S. federal securities law, specifically Rule 14a-16 of the Securities Exchange Act of 1934. The Filer, a corporation operating agricultural greenhouse facilities and producing cannabis and CBD products, is listed on the Nasdaq and is subject to U.S. securities laws. Although the Filer is a reporting issuer in Canada, it does not qualify as a foreign private issuer under U.S. law and thus must comply with U.S. domestic proxy rules. Canadian regulations, namely National Instrument 51-102 (Continuous Disclosure Obligations) and National Instrument 54-101 (Communication with Beneficial Owners of Securities of a Reporting Issuer), typically require delivery of proxy materials directly to securityholders. However, the Filer could not rely on automatic exemptions due to more than 50% of its consolidated assets being located in Canada and its business being principally administered in Canada. Despite this, the Filer demonstrated that a significant portion of its voting securities are held by non-Canadian residents, the majority of its executive officers are U.S. residents, and its shares are traded exclusively on the Nasdaq. The granted relief allows the Filer to notify securityholders of the availability of proxy materials online at least 40 days before shareholder meetings and provide instructions for requesting paper or email copies at no charge. This decision is contingent on the Filer meeting all other requirements of the automatic exemptions, except for the location of assets and principal administration. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 38.022 | 2023-03-06 | I.G. Investment Management, Ltd. and the Funds Listed in Schedule A | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-and-funds-listed-schedule | The Securities Commission has granted an extension to the lapse date of a mutual fund prospectus under subsection 62(5) of the Securities Act. This decision allows I.G. Investment Management, Ltd. (IGIM), the manager of the funds in question, to align the renewal of their prospectus with that of other funds under their management, thereby streamlining processes and reducing costs. Key Facts: - IGIM is the trustee and manager of the funds, all of which are reporting issuers and not in default of securities legislation. - The current prospectus lapse date is April 1, 2023, requiring renewal actions to be taken shortly before and after this date. - IGIM manages other funds with a prospectus lapse date of June 28, 2023, and wishes to consolidate the prospectuses to improve efficiency and facilitate investor comparison. Reasoning: - Consolidating the prospectuses will reduce renewal, printing, and related costs. - No material changes have occurred in the funds' affairs since the last prospectus, ensuring current information is represented. - The exemption will not affect the accuracy of the information and is not prejudicial to the public interest. Outcome: - The Securities Commission has granted the exemption sought, extending the lapse date of the funds' prospectus to June 28, 2023, to align with the other funds managed by IGIM. Relevant Laws/Regulations: - Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5) - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - National Instrument 14-101 Definitions - Multilateral Instrument 11-102 Passport System - National Instrument 81-101 Mutual Fund Prospectus Disclosure - National Instrument 81-102 Investment Funds |
| 38.023 | 2023-03-06 | CI Investments Inc. and its Affiliates | National Instrument 81-102 Investment Funds, ss. 2.2(1)(a), 2.5(2)(a), (a.1) and (c), 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-its-affiliates | The Securities Commission has granted an exemption to CI Investments Inc. (CI) and its affiliates, allowing their managed investment funds to invest up to 10% of their net asset value in U.S. exchange-traded funds (ETFs) that are not index participation units (IPUs) and are regulated under the U.S. Investment Company Act of 1940. This decision replaces a previous decision from May 29, 2017, and accommodates changes in regulations and fund needs. The exemption is subject to several conditions, including that the investments align with the funds' objectives, do not exceed 10% of the fund's net asset value, and that the U.S. ETFs are listed on a recognized exchange and in good standing with the SEC. Additionally, the funds cannot engage in short selling of the U.S. ETFs' securities. The rationale for the exemption includes providing funds with greater diversification, access to specialized expertise, and potentially enhanced returns. The decision is based on the premise that the U.S. ETFs offer broader exposure to asset classes than Canadian ETFs and that investing in them is an efficient and cost-effective way to gain such exposure. The exemption is granted under the authority of National Instrument 81-102 Investment Funds, specifically paragraphs 2.2(1)(a), 2.5(2)(a), (a.1), and (c), and is contingent on disclosure of the exemption in the funds' prospectuses. |
| 38.024 | 2023-03-06 | Amaroq Minerals Ltd. | National Instrument 41-101 General Prospectus Requirements, s. 19.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/amaroq-minerals-ltd | The Ontario Securities Commission (OSC) has granted Amaroq Minerals Ltd. (the Filer) an exemption from certain reporting requirements that typically apply to non-venture issuers. The Filer, a mining company with assets in Greenland, is cross-listed on the TSX Venture Exchange (TSXV) and the NASDAQ First North Growth Market in Iceland (First North Exchange), which is considered a junior market similar to the TSXV. The exemption allows the Filer to adhere to the less stringent reporting obligations of a venture issuer, despite its securities being listed on a marketplace outside of Canada and the United States, which would normally categorize it as a non-venture issuer. The key conditions for the exemption include the Filer's compliance with Canadian securities legislation for venture issuers, the continued junior market status of the First North Exchange, and the Filer's obligation to inform the OSC of any material changes to the First North Exchange's status. The exemption also includes relief from formal valuation and minority approval requirements in certain special transactions, provided the Filer would otherwise qualify for such exemptions if it were a venture issuer. The decision is underpinned by various national instruments, including NI 41-101 General Prospectus Requirements, NI 51-102 Continuous Disclosure Obligations, NI 52-107 Acceptable Accounting Principles and Auditing Standards, NI 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, NI 52-110 Audit Committees, NI 58-101 Disclosure of Corporate Governance Practices, and MI 61-101 Protection of Minority Security Holders in Special Transactions. |
| 38.020 | 2023-03-07 | I.G. Investment Management, Ltd. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1, 3.2.01(1) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-et-al-5 | The Securities Commission has granted I.G. Investment Management, Ltd. (IGIM) and its affiliates (collectively, the Filers) exemptions from certain requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) regarding the delivery of fund facts documents for automatic switching programs in mutual funds. Key Facts: - IGIM manages mutual funds offering up to 16 series of securities, including High Net Worth Series with lower fees for eligible investors. - Automatic Switches allow investors in Retail Series to be switched to corresponding High Net Worth Series upon meeting eligibility criteria (Household Investments of $500,000 or more). - No switch fees or adverse tax consequences are associated with Automatic Switches. Reasoning: - The Commission recognized that delivering a fund facts document for each automatic switch provides little benefit to investors who already receive a Consolidated Fund Facts Document before their initial investment. - The Consolidated Fund Facts Document includes comprehensive disclosure about the Automatic Switches and both series in the applicable Pair, which is considered to provide better information to investors than separate documents for each series. Outcome: - The Commission granted relief from the requirement to deliver a fund facts document for purchases of High Net Worth Series securities made pursuant to Automatic Switches. - The Commission also allowed for a Consolidated Fund Facts Document that deviates from certain requirements to include information about both the Retail Series and High Net Worth Series, as well as the Automatic Switches. Relevant Laws and Regulations: - The exemptions are based on sections 2.1, 3.2.01(1), and 6.1 of NI 81-101, which govern mutual fund prospectus disclosure requirements. - The decision also references National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions, which facilitates the application process across different Canadian jurisdictions. Conditions: - IGIM must implement a notification plan for existing investors prior to the implementation date, detailing the Automatic Switches and their implications. - Disclosure about the Automatic Switches must be incorporated into the simplified prospectus for each Fund participating in the Automatic Switches. - IGIM must send an annual reminder notice to Retail Series and High Net Worth Series investors about their rights and the availability of the most recently filed Consolidated Fund Facts Document. |
| 38.021 | 2023-03-07 | IPH Limited and Smart & Biggar LLP/Smart & Biggar s.e.n.c.r.l. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 70. National Instrument 45-102 Resale of Securities, s. 2.15. National Instrument 45-106 Prospectus Exemptions, s. 2.24. OSC Rule 72-503 Distributions Outside Canada, s. 2.8(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/iph-limited-and-smart-biggar-llpsmart-biggar-sencrl | The Securities Commission granted an exemption from the prospectus requirement to IPH Limited, an Australian corporation, for the distribution of incentive securities to certain Canadian employees under its Employee Incentive Plan. The exemption was necessary because the employees are not directly employed by IPH but by its affiliate, New Legal LLP, and therefore IPH could not rely on the standard employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions. Key points include: - IPH's ordinary shares are listed on the Australian Securities Exchange (ASX). - IPH is not a reporting issuer in Canada and has no intention of listing its securities on any Canadian exchange. - The incentive securities are part of a compensation plan for senior lawyers employed by New Legal LLP, an entity affiliated with IPH. - The Canadian employees will have access to IPH's disclosure documents and are not being induced to participate by the expectation of employment. - There is no market for IPH's securities in Canada. The exemption is subject to conditions, including that eligible employees must acknowledge receipt of the decision and information on accessing IPH's public disclosure record, and that IPH must comply with its continuous disclosure obligations in Australia. The decision also stipulates that the first trade of any incentive security acquired under this exemption must either be made outside of Canada or to a person outside of Canada, unless IPH becomes a reporting issuer in Canada. In Ontario, the exemption for the first trade does not apply if the trade is part of a scheme to avoid prospectus requirements for trades within Canada. The decision is grounded in the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments including National Instrument 45-102 Resale of Securities, National Instrument 45-106 Prospectus Exemptions, and OSC Rule 72-503 Distributions Outside Canada. |
| 38.017 | 2023-03-08 | Summit Industrial Income REIT | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/summit-industrial-income-reit-0 | The Securities Commission has granted Summit Industrial Income REIT's (the Filer) application to cease being a reporting issuer. The decision was based on the Filer meeting specific criteria, including having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on public marketplaces. The Filer was also not in default of any securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the decision was made in accordance with National Policy 11-206 and Multilateral Instrument 11-102 Passport System. |
| 38.018 | 2023-03-08 | Freshii Inc. – s. 1(6) of the OBCA | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF FRESHII INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/freshii-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order recognizing that Freshii Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The key points leading to this outcome include: 1. Freshii Inc. is classified as an offering corporation under the OBCA. 2. The company has expressed that it does not plan to seek public financing through securities offerings. 3. Freshii Inc. previously received an order on March 2, 2023, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206. 4. The facts presented in the earlier Reporting Issuer Order remain accurate. The OSC concluded that granting the order would not be harmful to the public interest. Consequently, Freshii Inc. is officially deemed to have stopped offering its securities to the public as of March 8, 2023. |
| 38.019 | 2023-03-08 | UEX Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/uex-corporation | The Securities Commission has granted an order for UEX Corporation (the Filer) to cease being a reporting issuer. This decision is based on an application by the Filer under the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The Filer, incorporated under the Canada Business Corporations Act, was previously headquartered in North Vancouver, British Columbia. Its common shares were traded on the Toronto Stock Exchange and the OTCQB. Uranium Energy Corp. (UEC), a Nevada corporation, acquired all issued and outstanding shares of the Filer through a statutory plan of arrangement. Following the arrangement, all UEX shares were acquired by UEC, all restricted share units vested and were extinguished, all stock options were exchanged for replacement options to acquire UEC shares, and all warrants were adjusted to entitle holders to receive UEC shares upon exercise. The Filer's shares were delisted from the TSX, and it is no longer an OTC issuer. The Filer has no intention of seeking public financing and has no securities traded on any marketplace. It has not filed its interim financial statements for the period ended September 30, 2022, but is not in default of securities legislation otherwise. The Filer did not qualify for the simplified procedure to cease being a reporting issuer because its warrants are owned by more than the threshold number of securityholders. However, upon granting the order, the Filer will no longer be a reporting issuer in any Canadian jurisdiction. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the representations of the Filer regarding its current status and the completion of the arrangement with UEC. |
| 38.014 | 2023-03-10 | Maverix Metals Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/maverix-metals-inc | The Securities Commission has granted Maverix Metals Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was based on the Filer's application, which was reviewed by the British Columbia Securities Commission as the principal regulator, and the Ontario Securities Commission also participated in the decision-making process. The Filer met the conditions for ceasing to be a reporting issuer as it was not an OTC reporting issuer, had fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities were not traded on any public marketplace. Additionally, the Filer was not in default of any securities legislation. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the relevant definitions and provisions in National Policy 11-206, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The outcome allows the Filer to no longer be subject to reporting obligations in Canada. |
| 38.015 | 2023-03-10 | American Aires Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/american-aires-inc | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against American Aires Inc. after the company remedied its failure to file required continuous disclosure materials. The CTO was initially issued on May 6, 2022, due to the company's non-compliance with filing audited annual financial statements, management's discussion and analysis (MD&A), and related certifications for the year ended December 31, 2021, as mandated by Ontario securities law. Subsequently, American Aires Inc. also missed filings for interim financial statements, interim MD&A, certifications for the interim periods, and several material change reports throughout 2022. However, the company has since updated all required continuous disclosure documents and is now compliant with its obligations, except for the existence of the CTO. The company has settled all outstanding fees and updated its profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and System for Electronic Disclosure by Insiders (SEDI). There have been no undisclosed material changes in the company's business since the CTO was issued, and the company is not currently involved in any significant transactions such as a reverse takeover or merger. The OSC's decision to revoke the CTO is based on the company's remediation of the defaults, compliance with continuous disclosure obligations, and a written undertaking to hold an annual meeting within three months of the revocation. The revocation is in accordance with Section 144 of the Securities Act (Ontario) and is contingent upon the company meeting certain conditions, including not completing specific types of transactions without filing a prospectus and obtaining the necessary approvals. The revocation order was issued on March 10, 2023, and upon revocation, American Aires Inc. is required to issue a news release and file a material change report announcing the revocation and detailing the undertakings provided to the OSC. |
| 38.016 | 2023-03-10 | Odd Burger Corporation – s. 1(11)(b) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/odd-burger-corporation-s-111b | The Ontario Securities Commission (OSC) has granted Odd Burger Corporation (the Applicant) the status of a reporting issuer in Ontario under clause 1(11)(b) of the Ontario Securities Act. This decision follows the Applicant's request for such designation, considering that it is already a reporting issuer in British Columbia and Alberta, and its securities are listed on the TSX Venture Exchange. The Applicant, governed by the Business Corporations Act (British Columbia), has its head office in London, Ontario, and has been compliant with the continuous disclosure requirements in British Columbia and Alberta, which are similar to those in Ontario. The Applicant has no history of securities law violations or sanctions and has determined it has a significant connection to Ontario. The OSC concluded that designating the Applicant as a reporting issuer in Ontario would not be against the public interest. Consequently, the Applicant will update its regulatory profile to indicate the OSC as its principal regulator. The decision was made on March 10, 2023. |
| 38.012 | 2023-03-14 | Énergir Inc. | National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/energir-inc-1 | The Securities Commission has granted Énergir Inc., a corporation operating under Quebec's Business Corporations Act, an exemption from the requirement to prepare its financial statements in accordance with Canadian GAAP as applicable to publicly accountable enterprises. Instead, Énergir Inc. is permitted to use U.S. GAAP for its financial statements. This decision is based on the fact that Énergir Inc. is involved in rate-regulated activities and is not a SEC issuer, which would have otherwise allowed it to use U.S. GAAP under section 3.7 of Regulation 52-107. The exemption is similar to a previous relief granted in 2018, known as the U.S. GAAP Relief, which was set to expire on January 1, 2024, or upon the International Accounting Standards Board (IASB) mandating a specific IFRS standard for rate-regulated entities. Since the IASB has not yet finalized such a standard, Énergir Inc. requires more time to transition from U.S. GAAP to IFRS. The granted exemption will remain in effect until the earliest of January 1, 2027, the date Énergir Inc. ceases to have rate-regulated activities, or two years after the IASB publishes a final version of the Mandatory Rate-regulated Standard, whichever comes first. This decision is supported by the Autorité des marchés financiers as the principal regulator and is also recognized by the securities regulatory authority in Ontario. The exemption is made under the securities legislation of Quebec and Ontario, specifically referencing Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards, and is in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 38.013 | 2023-03-14 | Southern Pacific Resource Corp. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/southern-pacific-resource-corp-0 | The Ontario Securities Commission (OSC) has granted a full revocation of the cease trade order against Southern Pacific Resource Corp. (the Filer) contingent upon the Filer no longer being a reporting issuer. The original cease trade order was issued due to the Filer's failure to file required financial documents and was compounded by additional orders from other Canadian securities regulators. The Filer, an Alberta corporation, underwent a restructuring process, including creditor protection proceedings and a reorganization that resulted in a change of ownership and the assumption of its debentures by another entity. The Filer's securities were delisted from the Toronto Stock Exchange and are not traded on any public marketplace. The Filer has a limited number of security holders and does not intend to seek public financing or maintain a market for its securities. It has also applied for revocation of similar orders in other jurisdictions and for a decision to cease being a reporting issuer. The OSC's decision to revoke the cease trade order is based on Section 144 of the Ontario Securities Act, which allows for such an order's variation or revocation if it is not prejudicial to the public interest. The revocation is effective as of the date the Filer is no longer a reporting issuer. |
| 38.010 | 2023-03-15 | Resolute Forest Products Inc. | Securities Act (Québec), CQLR, c. V-1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/resolute-forest-products-inc | The Securities Commission has granted an order for Resolute Forest Products Inc. to cease being a reporting issuer. This decision is based on the application submitted by the company and the following key points: 1. The company is not an OTC reporting issuer. 2. Its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. Its securities are not traded on any public marketplace in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The company is not in default of any securities legislation. The decision was made in accordance with the securities legislation of Quebec and Ontario, particularly referencing the Securities Act (Quebec), CQLR, c. V-1, s. 69, and other relevant regulations such as Regulation 11-102 respecting Passport System and Regulation 14-101 respecting Definitions. The Autorité des marchés financiers acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that Resolute Forest Products Inc. is no longer a reporting issuer and is relieved from the associated reporting obligations. |
| 38.011 | 2023-03-15 | Resolute Forest Products Inc. | Securities Act (Québec), CQLR, c. V-1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/resolute-forest-products-inc-0 | The Securities Commission has granted Resolute Forest Products Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on the following key points: 1. The Filer is not classified as an OTC reporting issuer under the relevant regulation. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The Filer is not in violation of any securities legislation. The order is supported by the Autorité des marchés financiers as the principal regulator, and the decision is consistent with the securities legislation of Quebec and Ontario, specifically referencing the Securities Act (Quebec), CQLR, c. V-1, s. 69, and other related regulations. The outcome is that the Filer is no longer a reporting issuer and is thus relieved from the obligations that come with this status. |
| 38.008 | 2023-03-16 | CIBC Asset Management Inc. et al. | Securities Act, R.S.O. 1990, c. S. 5, as am., s. 62(5). National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-et-al-10 | The Ontario Securities Commission granted CIBC Asset Management Inc. (the Filer) an exemption from certain requirements under securities legislation. The Filer manages both CIBC Fixed Income Funds and CIBC Alternative Funds, among others, and sought two forms of relief: 1. Lapse Date Extension: The Filer requested an extension of the lapse dates for the simplified prospectuses and fund facts documents of the Funds to align with the lapse date of August 26, 2023, of another prospectus (Other Funds Prospectus). This extension was sought to consolidate the renewal of these documents and reduce associated costs. 2. Simplified Prospectus Consolidation: The Filer also sought relief from subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which prohibits the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund. The Filer argued that combining these would streamline disclosure and allow for easier comparison of fund features by investors. The Filer assured that no material changes had occurred since the last prospectus update and that any future material changes would be disclosed as required. The Filer also emphasized that the requested relief would not compromise the accuracy of information or be prejudicial to the public interest. The principal regulator agreed with the Filer's reasoning and granted the requested exemptions, allowing the Filer to extend the lapse dates and consolidate the simplified prospectuses as requested. The decision was based on the belief that the exemptions met the test set out in the applicable legislation and would not be detrimental to the public interest. The relevant legislative provisions include subsection 62(5) of the Securities Act (Ontario), sections 5.1(4) and 6.1 of NI 81-101, and subsection 4.7(1) of Multilateral Instrument 11-102 Passport System. |
| 38.009 | 2023-03-16 | World Outfitters Corporation Safari Nordik | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/world-outfitters-corporation-safari-nordik | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against World Outfitters Corporation Safari Nordik, allowing the company to proceed with a private placement of debentures. The original CTO was issued due to the company's failure to file required continuous disclosure documents. The company, now a shell with no assets, intends to use the proceeds from the private placement to update its continuous disclosure records and pay associated fees. The decision, based on Section 144 of the Securities Act (Ontario), permits the company to trade securities and engage in activities necessary for the private placement, provided certain conditions are met. These conditions include ensuring potential investors receive copies of the CTO and the partial revocation order, acknowledge that the revocation does not guarantee future full revocation, and are aware that the company's securities remain under the CTO until it is fully revoked. The partial revocation is subject to a 60-day time limit or until the completion of the private placement, whichever comes first. The company has committed to bringing its continuous disclosure obligations up to date and paying all outstanding fees within 60 days of the private placement's closing. The decision was made in consideration of public interest and with the recommendation of the Commission's staff. |
| 38.007 | 2023-03-17 | CI Investments Inc. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-37 | The Securities Commission has granted an exemption to CI Investments Inc. (the Filer) on behalf of CI Auspice Broad Commodity ETF and potential future investment funds governed by National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows these funds to exceed the standard margin deposit limits for certain derivative transactions. Typically, under sections 6.8(1) and 6.8(2)(c) of NI 81-102, investment funds are limited to depositing no more than 10% of their net asset value (NAV) as margin for derivative transactions in Canada and abroad. The exemption permits the funds to deposit up to 35% of their NAV with any single futures commission merchant in Canada or the United States and up to 70% in total with all such merchants. The decision was based on representations by the Filer that this exemption would enable the funds to more efficiently and flexibly pursue their investment strategies, reduce operational complexity and costs, and simplify compliance and risk management. The exemption is conditional upon the funds not exceeding the specified margin thresholds of 35% per dealer and 70% in aggregate. The Filer is a registered investment fund manager and is not in default of any securities legislation in the jurisdictions concerned. The exemption aligns with the public interest and meets the legislative test for such decisions. |
| 38.003 | 2023-03-21 | Smart Employee Benefits Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/smart-employee-benefits-inc | The Securities Commission has granted Smart Employee Benefits Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Ontario Securities Commission (OSC) being the principal regulator, as per the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Filer met the conditions for the order, which include having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, no public trading of its securities, and no defaults in securities legislation. The relevant legislative provisions include the Securities Act (Ontario) and the Multilateral Instrument 11-102 Passport System. The OSC File number for this case is 2023/0106, and the decision was made on March 21, 2023. |
| 38.004 | 2023-03-21 | Ninepoint Partners LP | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-8 | The Ontario Securities Commission granted Ninepoint Partners LP an extension of up to 90 days for the renewal of the prospectus for the Ninepoint Bitcoin ETF. This extension aligns the prospectus lapse date with the outcome of a securityholder meeting where proposed changes to the fund's investment objectives will be voted on. The extension ensures that the renewal prospectus will accurately reflect the fund's objectives post-meeting, providing clearer disclosure to investors. The decision is based on subsection 62(5) of the Ontario Securities Act, which allows for such an extension. The fund is not in default of any securities legislation, and the extension will not compromise the accuracy of the fund's current prospectus or ETF facts document. Any significant changes in the fund's affairs will result in further amendments to these documents as required by law. The extension is deemed to be in the public interest and does not impose any conditions on the fund. |
| 38.005 | 2023-03-21 | PenderFund Capital Management Ltd. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd-1 | The Securities Commission has granted Penderfund Capital Management Ltd. (the Filer) an exemption from subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This exemption allows the Filer to consolidate the simplified prospectus of alternative mutual funds with that of non-alternative mutual funds, which is typically prohibited. The Filer oversees Pender Alternative Absolute Return Fund, Pender Alternative Arbitrage Fund, Pender Alternative Arbitrage Plus Fund, Pender Alternative Multi-Strategy Income Fund, and Pender Alternative Special Situations Fund (Existing Alternative Funds), as well as any future alternative mutual funds managed by the Filer or its affiliates (collectively, the Alternative Funds). The Filer sought to combine these with the simplified prospectus of conventional mutual funds (Conventional Funds) for which it also acts as investment fund manager. The key reasons for granting the exemption include: 1. Cost reduction in renewal, printing, and related costs. 2. Streamlining of disclosure across the Filer's fund platform. 3. Facilitation of distribution under the same prospectus disclosure. 4. Enabling investors to more easily compare features of Alternative and Conventional Funds. 5. Consistency in operational and administrative feature changes across both fund types. The Filer has committed to preparing the combined simplified prospectus in accordance with section 5.1(2) of NI 81-101 and to continue providing fund facts documents and the simplified prospectus to investors as required by law. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario. The Filer has indicated its intention to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. The exemption was granted because the Decision Makers concluded that it meets the test set out in the applicable securities legislation. |
| 37.999 | 2023-03-23 | E Ventures Inc. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/e-ventures-inc | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against E Ventures Inc., a company that was restricted from trading due to its failure to file required continuous disclosure documents. The CTO was initially issued because E Ventures Inc. did not submit audited annual financial statements, management's discussion and analysis (MD&A), and other related certificates for the year ended December 31, 2002, and subsequent periods up to September 30, 2022. E Ventures Inc. sought the partial revocation to conduct a private placement of common shares to raise up to $233,000. The funds are intended to cover the costs of preparing and filing the overdue continuous disclosure documents and to pay related fees. The private placement will be conducted in compliance with the accredited investor prospectus exemption under Ontario securities law. The OSC's decision, made under Section 144 of the Securities Act (Ontario), is contingent on several conditions. These include providing each subscriber with a copy of the CTO and the partial revocation order, obtaining signed acknowledgments that the securities will remain under the CTO, and that the partial revocation does not ensure a future full revocation. E Ventures Inc. must also issue press releases and file material change reports as necessary. The partial revocation is time-limited, expiring upon the closing of the private placement or after 60 days from the date of the order, whichever comes first. The decision also includes a director's caution letter due to inaccurate statements in the application materials submitted by E Ventures Inc. The relevant laws and regulations include the Securities Act (Ontario), National Instrument 52-109, National Instrument 45-106, and Multilateral Instrument 61-101. |
| 38.000 | 2023-03-23 | Franklin Templeton Investments Corp. et al. | National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2) and 19.1(1). National Instrument 81-102 Investment Funds, Parts 9, 10 and 14 and s. 19.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-20 | The Ontario Securities Commission granted Franklin Templeton Investments Corp. (the Filer) exemptions for certain mutual funds (the Funds) from standard prospectus and sales and redemption requirements under National Instrument 41-101 General Prospectus Requirements (NI 41-101) and National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow the Funds to offer both exchange-traded (ETF Securities) and conventional mutual fund series (Mutual Fund Securities) under a single simplified prospectus, treating each series as if it were a separate fund for compliance purposes. Key points of the decision include: 1. ETF Prospectus Form Relief: The Funds are exempt from the requirement to prepare a long-form prospectus for ETF Securities, provided they file a simplified prospectus in accordance with NI 81-101 for both ETF Securities and Mutual Fund Securities. Additional disclosure from Form 41-101F2, not covered by Form 81-101F1, must be included in the simplified prospectus. 2. Sales and Redemptions Relief: The Funds are permitted to treat ETF Securities and Mutual Fund Securities as separate entities for compliance with Parts 9, 10, and 14 of NI 81-102. This means that each series must comply with the relevant provisions of NI 81-102 applicable to its type (either exchange-traded or non-exchange-traded mutual funds). The decision is based on the understanding that this approach will be more efficient and provide clear disclosure to investors. The Filer is in compliance with securities legislation and will ensure that the additional disclosure for ETF Securities does not hinder investors' understanding of the differences between the two types of securities. The relief is subject to conditions, including compliance with NI 81-101 for filing simplified prospectuses and the inclusion of specific disclosures about the exemptions in the prospectus. The decision applies to the Funds listed in Schedules A and B, which include various Franklin Templeton mutual funds and ETFs. |
| 38.001 | 2023-03-23 | Franklin Templeton Investments Corp. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). Form 81-101F1 Contents of Simplified Prospectus, Item 8(2) of Part B. National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 3B.2 and 19.1(1). Form 41-101F2 Information Required in an Investment Fund Prospectus, Item 17.2. Form 41-101F4 Information Required in an ETF Facts Document, Items 2 and 5 of Part I, and Item 1.3 of Part II. National Instrument 81-102 Investment Funds, ss. 2.3(1)(f), 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a), 15.8(3)(a.1), and 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1(1). Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-21 | The Securities Commission granted exemptive relief to Franklin Templeton Investments Corp. (the Filer) on behalf of certain mutual funds (the Continuing Funds) from various provisions of National Instruments 81-101, 41-101, 81-102, and 81-106. This relief allows the Continuing Funds to use the historical performance and financial data of corresponding terminating exchange-traded funds (Terminating ETFs) in their sales communications, prospectuses, ETF facts documents, and financial statements. The key reasons for granting this relief include: 1. The Filer is reorganizing its fund offerings, merging each Terminating ETF into a corresponding Continuing Fund, which will then offer both mutual fund and ETF securities. 2. The ETF Series of the Continuing Funds will be listed on the Toronto Stock Exchange (TSX) under the ticker symbols of the Terminating ETFs, with different CUSIP numbers. 3. The Filer aims to make the mergers seamless for investors, arguing that the historical data of the Terminating ETFs is crucial for investors to make informed decisions. 4. Without the relief, the newly created ETF Series of the Continuing Funds would lack their own historical performance data at the time of the mergers, potentially confusing investors. The conditions for the relief include: - Fund Communications must include past performance data of the corresponding Terminating ETFs. - The simplified prospectus must disclose information based on the corresponding Terminating ETFs until the Continuing Fund has its own data. - ETF Facts documents must include information based on the corresponding Terminating ETFs, stating the "Date series started" as that of the Terminating ETFs. - MRFPs and financial statements must include financial data of the Terminating ETFs and disclose the mergers. The relief is subject to the Continuing Funds preparing their simplified prospectus, ETF Facts, and other communications in accordance with the granted relief. The decision is based on the Filer's representations and the belief that investors will not be misled by the use of the Terminating ETFs' data, and instead, will have more complete and accurate information for investment decisions. |
| 38.002 | 2023-03-23 | Franklin Templeton Investments Corp. et al. | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-22 | The Ontario Securities Commission granted Franklin Templeton Investments Corp. (the Filer) an extension for the prospectus lapse date for certain exchange-traded funds (Terminating ETFs) under section 62(5) of the Securities Act. The extension allows the lapse date of the current prospectus, dated May 17, 2022, to be moved to July 21, 2023, to facilitate the proposed mergers of the Terminating ETFs into corresponding Continuing Funds. The Filer manages the Terminating ETFs, which are mutual funds and reporting issuers in multiple Canadian jurisdictions. The securities of these funds are listed on the Toronto Stock Exchange (TSX) and are currently qualified for sale under a prospectus prepared in accordance with National Instrument 41-101 General Prospectus Requirements (NI 41-101). The Filer plans to merge each Terminating ETF into the ETF Series of the respective Continuing Fund around July 7, 2023. If the mergers are not approved, the Terminating ETFs will be terminated and delisted from the TSX around July 14, 2023. The extension avoids unnecessary costs and potential confusion that could arise from renewing the prospectuses of the Terminating ETFs, only to merge them shortly thereafter. The Filer has confirmed that there have been no material changes in the affairs of the Terminating ETFs since the current prospectus was issued, ensuring that the information remains current and accurate. Any material changes will be disclosed as required by law. Investors will continue to receive the most recent ETF Facts documents for the Terminating ETFs until the merger, and subsequently for the Continuing Funds. The decision was made with the understanding that the exemption will not compromise the accuracy of the information in the prospectus or the ETF Facts, and it will not be prejudicial to the public interest. |
| 37.997 | 2023-03-27 | WellteQ Digital Health Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/wellteq-digital-health-inc | The Securities Commission has granted an order for Wellteq Digital Health Inc. (the Filer) to cease being a reporting issuer. The Filer, a British Columbia corporation, had its common shares acquired by Advanced Human Imaging Ltd (now Advanced Health Intelligence Ltd) through a statutory plan of arrangement. Post-acquisition, the Filer's outstanding warrants and options became exercisable for shares in the acquirer. The Filer's shareholders approved the arrangement, and the Supreme Court of British Columbia sanctioned it. Following the arrangement, the Filer's shares were delisted from the Canadian Securities Exchange, and it announced its intention to cease being a reporting issuer. As of March 20, 2023, all outstanding securities of the Filer were held by the Purchaser, and the Filer had not filed its interim financial report for the period ending December 31, 2022. The Filer was not eligible for simplified or modified procedures to cease being a reporting issuer due to its financial statement default and because it is not a foreign incorporated entity. The Filer has no intention of seeking public financing or issuing securities other than to the Purchaser or its affiliates. The Commission's decision, under the applicable securities legislation, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, is based on the Filer meeting the necessary criteria to cease being a reporting issuer. The order means the Filer will no longer be subject to public disclosure obligations in any Canadian jurisdiction. |
| 37.998 | 2023-03-27 | 3iQ Corp. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/3iq-corp-et-al | The Ontario Securities Commission has granted an extension to the lapse date for the prospectus of 3iQ Corp's Bitcoin and Ether ETFs. The original lapse date was March 31, 2023, but due to inadvertent delays caused by organizational changes, the pro forma prospectus was filed later than the required 30 days before the lapse date. To comply with the Securities Act, R.S.O. 1990, c. S.5, as amended, section 62(5), the new lapse date has been extended to April 30, 2023. The decision was made on the basis that there have been no significant changes in the ETFs' affairs since the current prospectus, except for an amendment filed on October 21, 2022. The extension is not expected to prejudice investors or the public interest, as the current prospectus and ETF facts documents remain accurate and available to investors. The extension aims to prevent disproportionately prejudicial effects on the capital markets and investors due to recent volatility in the digital asset market. The decision was made in accordance with the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 37.995 | 2023-03-28 | Element 29 Resources Inc. | Securities Act, R.S.O. 1990, c. S.5, as am. National Instrument 41-101 General Prospectus Requirements, s. 19.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/element-29-resources-inc | The Ontario Securities Commission granted Element 29 Resources Inc. (the Filer) an exemption from certain requirements that apply to non-venture reporting issuers, allowing the Filer to instead comply with the obligations applicable to venture issuers. This decision was made under various securities legislation and instruments, including the Securities Act (Ontario), National Instruments 41-101, 51-102, 52-107, 52-109, 52-110, 58-101, and Multilateral Instrument 61-101. The Filer, a mining company with principal assets in Peru, is listed on both the TSX Venture Exchange (TSXV) and the Venture Capital segment of the Bolsa de Valores de Lima (Lima Exchange). Since the Lima Exchange is considered a marketplace outside of Canada, the Filer's listing there initially disqualified it from being considered a venture issuer. However, the Lima Exchange defers to the primary stock exchange's requirements for issuers listed on its Venture Capital segment. As the Filer is also listed on the TSXV, it is subject to TSXV's requirements, which are not more onerous than those of the Lima Exchange. The exemption is conditional upon the Filer's compliance with Canadian securities legislation applicable to venture issuers, its continuous listing on the TSXV and the Venture Capital segment of the Lima Exchange, and the Venture Capital segment maintaining its status as a junior market. The Filer must also inform the Principal Regulator of any material changes to the Venture Capital segment or its status as a junior market. The exemption allows the Filer to avoid certain disclosure, valuation, and minority approval requirements that would otherwise apply to a non-venture issuer, provided the Filer meets the conditions set by the exemption. |
| 37.996 | 2023-03-28 | Steel Reef Infrastructure Corp. | National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), ss. 2.2(1) and 7.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/steel-reef-infrastructure-corp-1 | The Securities Commission has granted Steel Reef Infrastructure Corp. (the Filer) an exemption from the requirement to file issuer bid documents electronically through the System for Electronic Document Analysis and Retrieval (SEDAR), as mandated by subsection 2.2(1) of National Instrument 13-101 (NI 13-101). This decision is based on the Filer's application and is applicable in multiple jurisdictions, including Alberta and Ontario, with Alberta Securities Commission being the principal regulator. The Filer, a non-reporting issuer incorporated under the Business Corporations Act (Alberta), is planning an issuer bid in April 2023 across several Canadian provinces. Normally, the Filer would be obliged to file the documents electronically via SEDAR. However, since the Filer is not a reporting issuer and does not regularly file through SEDAR, they sought an exemption. The exemption was granted on the condition that the Filer files the issuer bid documents in the specified jurisdictions as directed by the staff of the Alberta Securities Commission. The decision was made in accordance with the relevant securities legislation and the test set out in the legislation for granting such exemptions. |
| 37.994 | 2023-03-29 | I.G. Investment Management, Ltd. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a) and (c), 19.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-26 | The Securities Commission has granted an exemption to IG Investment Management, Ltd. (IGIM) on behalf of iProfile Canadian Equity Private Pool and any future mutual funds managed by IGIM (collectively referred to as the Top Funds) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Top Funds to invest in securities of Northleaf IG Canadian PE Holdings (Underlying Northleaf Fund), a non-redeemable investment fund that is not a reporting issuer and is not subject to NI 81-102. The exemption is based on the following key points: 1. IGIM is a registered corporation in good standing with securities legislation across Canadian jurisdictions. 2. The Top Funds are mutual funds governed by Canadian laws and distribute securities under a simplified prospectus. 3. The Underlying Northleaf Fund, managed by Northleaf Capital Partners, provides access to Canadian private equity assets and is not a reporting issuer or subject to NI 81-102. 4. The Top Funds will be the sole investors in the Underlying Northleaf Fund, which will be considered an illiquid asset under NI 81-102. 5. IGIM believes that investing in private equity through the Underlying Northleaf Fund offers diversification and potential for improved risk-adjusted returns for the Top Funds. 6. The Underlying Northleaf Fund's investments will be valued quarterly, and its financial statements will be audited annually. The exemption is conditional upon the following: 1. The Top Funds will not actively participate in the operations of the Underlying Northleaf Fund. 2. No sales or redemption fees will be associated with the Top Funds' investment in the Underlying Northleaf Fund. 3. No management or incentive fees will be duplicated for services provided to the Underlying Northleaf Fund. 4. Investments in the Underlying Northleaf Fund will be disclosed in the Top Funds' reports and prospectus. 5. The relationship between IGIM, Northleaf, and Mackenzie will be disclosed in the Top Funds' prospectus. 6. IGIM and the Independent Review Committee (IRC) will comply with conflict of interest requirements under NI 81-107. The decision was made by the Manitoba Securities Commission as the principal regulator and is also recognized by the securities regulatory authority in Ontario. The exemption is subject to the test set out in the Legislation for the Decision Maker to make the decision. |
| 37.990 | 2023-04-04 | Chou Associates Management Inc. and Chou Associates Fund | National Instrument 81-102 Investments Funds, paragraph 3 of subsection 4.2(1) and section 19.1. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chou-associates-management-inc-and-chou-associates-fund-0 | The Securities Commission has granted an exemption to Chou Associates Management Inc. (the Filer) and Chou Associates Fund (the Fund) from certain self-dealing restrictions to allow the Fund to sell illiquid securities to affiliated companies of the Filer. The exemption is conditional on several factors, including approval by the Fund's independent review committee and a top-up provision if the securities' value increases within six months post-sale. Key Facts: - The Fund holds illiquid securities from Exco Resources Inc. (EXCO), comprising about 23% of its net assets. - The Filer proposed selling 500,000 EXCO shares to Wintaai Holdings Ltd. and Chou USA Inc. (the Affiliates) to reduce illiquid asset exposure. - The sale price is based on an independent valuation by Kroll, LLC, with a top-up provision to adjust for value changes after six months. Reasoning: - The sale aims to bring the Fund's illiquid assets within regulatory limits. - The Affiliates can purchase the securities promptly, which is not possible through market facilities. - The independent valuation ensures the Fund receives a fair price, protecting unitholders' interests. Outcome: - The exemption is granted under conditions ensuring fairness and transparency, including independent review committee approval, adherence to the agreed sale terms, and record-keeping requirements. Relevant Laws and Regulations: - National Instrument 81-102 Investment Funds (NI 81-102) restricts transactions between funds and their affiliates. - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) governs transactions involving registered advisers and affiliated entities. - The exemptions are subject to conditions outlined in the decision to ensure compliance with the spirit of the regulations. |
| 37.991 | 2023-04-04 | Waterloo Brewing Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/waterloo-brewing-ltd | The Ontario Securities Commission has issued a decision regarding Waterloo Brewing Ltd.'s application to cease being a reporting issuer. The company represented that it met several criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 securityholders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. Based on these representations and the determination that granting the order would not be against the public interest, the Commission decided that Waterloo Brewing Ltd. is no longer a reporting issuer. This decision is grounded in the provisions of subclause 1(10)(a)(ii) of the Securities Act (Ontario). |
| 37.989 | 2023-04-05 | Cornerstone Capital Resources Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cornerstone-capital-resources-inc | The Ontario Securities Commission (OSC) has granted Cornerstone Capital Resources Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Filer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 worldwide, no public trading of its securities, and no defaults in securities legislation. The regulatory framework guiding this decision includes the Securities Act (Ontario) and National Policy 11-206, with the OSC acting as the principal regulator. The Filer's securities are not traded on any public marketplaces, and it is not an OTC reporting issuer. The order was made after the Filer's application and the OSC's determination that it satisfied the legislative requirements for ceasing to be a reporting issuer. |
| 37.987 | 2023-04-06 | Notice of Correction - Resolute Forest Products Inc. | Scraping Unsuccessful. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/notice-correction-resolute-forest-products-inc | The Securities Commission issued a decision regarding Resolute Forest Products Inc. on March 15, 2023, which was initially published on March 23, 2023, in the 46th volume of the Ontario Securities Commission Bulletin (OSCB) at page 2349. However, the original publication contained errors and has been corrected. The revised decision is now available in Chapter B.2 of the current issue of the OSCB. The decision pertains to Resolute Forest Products Inc. and is based on the application of relevant securities laws and regulations. The specifics of the decision, including the key facts, reasoning, and outcome, are detailed in the corrected version. The decision would have been made in accordance with the Ontario Securities Act or other regulatory instruments, taking into account the company's compliance with reporting, disclosure, and other securities obligations. |
| 37.988 | 2023-04-06 | Northwest & Ethical Investments L.P. | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northwest-ethical-investments-lp-3 | The Ontario Securities Commission granted an exemption to investment funds managed by Northwest & Ethical Investments L.P. from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest more than 10% of their net asset value in debt securities issued or guaranteed by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), which exceed the limits set by NI 81-102. The decision was based on the reasoning that debt securities from Fannie Mae and Freddie Mac are implicitly guaranteed by the U.S. government, despite the lack of an explicit guarantee. These entities are integral to the U.S. mortgage industry and are considered government-sponsored entities under the U.S. Investment Company Act of 1940. Their securities have a credit rating equivalent to that of the U.S. government. The exemption is subject to conditions, including that the securities must have a U.S. Government Equivalent Rating and a minimum rating of BBB- or equivalent at the time of purchase. The funds' simplified prospectus must disclose the exemption and the associated risks, including the potential lack of a U.S. government guarantee and the risks of investing more than 10% of net assets in Fannie Mae or Freddie Mac securities. If the credit rating of these securities falls below the required minimum or if there is significant risk that the implied U.S. government guarantee could be removed due to proposed legislation, the funds must take steps to dispose of the securities to comply with subsection 2.1(1) of NI 81-102. The decision was made under the securities legislation of Ontario, pursuant to section 19.1 of NI 81-102, and is applicable across multiple Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System. |
| 37.986 | 2023-04-07 | Canaccord Genuity Group Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.17 and 6.1. Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canaccord-genuity-group-inc | The Securities Commission granted Canaccord Genuity Group Inc. an exemption from the requirement to send a directors' circular within 15 days following a take-over bid, as stipulated in subsection 2.17(1) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The exemption was provided under the condition that the circular would be filed and sent by April 11, 2023, to all parties entitled to receive the offer. The company must also issue a news release disclosing the exemption, notify the offeror, and refrain from issuing a deposit news release until at least 20 days after the circular is sent. The decision was influenced by recent changes to the company's Board and Special Committee, and the engagement of new legal and financial advisors, which prevented the Board from sending a compliant directors' circular within the prescribed timeframe. The exemption is based on the provisions of NI 62-104 and Multilateral Instrument 11-102 Passport System, as well as the Securities Act, R.S.O. 1990, c. S.5. The British Columbia Securities Commission acted as the principal regulator, and the decision also applies to Ontario and other Canadian jurisdictions where the company is a reporting issuer. |
| 37.984 | 2023-04-11 | Aralez Pharmaceuticals Canada Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aralez-pharmaceuticals-canada-inc | The Securities Commission has granted Aralez Pharmaceuticals Canada Inc. (formerly Nuvo Pharmaceuticals Inc.) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the company's application, which followed its acquisition by Searchlight Pharma Inc. through a statutory plan of arrangement approved by shareholders and the Ontario Superior Court of Justice. Key points leading to this outcome include: - Aralez Pharmaceuticals is a wholly-owned subsidiary of Searchlight after the arrangement's completion on March 14, 2023. - The company's common shares were delisted from the Toronto Stock Exchange on March 16, 2023. - Aralez Pharmaceuticals does not plan to seek public or private financing for its securities. - The company did not file certain continuous disclosure documents due post-arrangement, but this was the only non-compliance with securities legislation. - The company is not an OTC reporting issuer and has fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. - No securities of the company are traded on any marketplace. The decision is supported by the simplified procedure of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and is consistent with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, is satisfied that the test set out in the legislation has been met to grant the order. |
| 37.985 | 2023-04-11 | Manulife Investment Management Limited | National Instrument 81-105 Mutual Fund Sales Practices, ss. 5.1(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manulife-investment-management-limited-3 | The Securities Commission has granted Manulife Investment Management Limited (MIML) an exemption from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices. This exemption allows MIML to cover the direct costs incurred by participating dealers for sales communications, conferences, or seminars that primarily provide educational information on financial planning. The exemption is conditional upon MIML's adherence to subsections 5.1(b) through (e) of NI 81-105, not requiring dealers to sell specific funds or products, not offering incentives for fund recommendations, and ensuring that educational content is general and not advisory in nature. The materials must also clearly state their informational purpose and indicate the types of professionals qualified to give advice on the topics presented. This decision aims to enhance investor access to educational information on financial planning, which can inform their investment decisions involving mutual funds. |
| 37.981 | 2023-04-13 | Pembroke Private Wealth Management Ltd. and Pembroke Dividend Growth Fund | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.6(1)(a)(i), 15.6(1)(d), and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, s. 2.1. Form 81-101F3 Contents of Fund Facts Document, Item 5 of Part I. National Instrument 81-106 Investment Fund Continuous Disclosure, s. 4.4. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pembroke-private-wealth-management-ltd-and-pembroke-dividend-growth-fund | The Securities Commission has granted an exemption to Pembroke Private Wealth Management Ltd. (the Filer) on behalf of the Pembroke Dividend Growth Fund (the Fund) from certain provisions of the National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. This exemption allows the Fund to include performance data in its sales communications, fund facts, and management reports of fund performance (MRFPs) for periods when the Fund was not a reporting issuer. Key points of the decision include: 1. The Fund, an open-ended mutual fund trust, was previously distributing units on a prospectus-exempt basis and is transitioning to distribution under a simplified prospectus, which will make it a reporting issuer. 2. The Filer is registered as an investment fund manager and mutual fund dealer in multiple Canadian jurisdictions. 3. The Fund has complied with investment restrictions and practices, and has not paid management fees to the Filer, with fees paid directly by investors. 4. The exemption allows the Fund to present past performance data in sales communications and fund facts, which would otherwise be prohibited until the Fund had been a reporting issuer for 12 consecutive months. 5. The exemption also permits the inclusion of financial highlights and performance data in the Fund's MRFPs for periods prior to it becoming a reporting issuer. 6. The exemption is contingent upon certain disclosures being made, including that the Fund was not a reporting issuer during the reported periods, that expenses may have been higher had it been a reporting issuer, and that financial statements for these periods are available upon request. 7. The Filer must post the Fund's financial statements since its inception on the Fund's website and make them available to investors upon request. The decision is based on the belief that providing this historical performance data is meaningful for investors and does not detract from investor protection. The relevant legislative provisions underpinning the outcome include sections of National Instrument 81-102, 81-101, and 81-106, as well as the associated forms and instructions for fund facts and MRFPs. |
| 37.982 | 2023-04-13 | Mimi’s Rock Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mimis-rock-corp | The Securities Commission has granted Mimi's Rock Corp. an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on the company meeting several conditions: it is not an OTC reporting issuer, it has fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public markets, and it is not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and follows the procedures outlined in National Policy 11-206. The Ontario Securities Commission acted as the principal regulator for this application, with the decision also applying to British Columbia and Alberta through the Multilateral Instrument 11-102 Passport System. |
| 37.983 | 2023-04-13 | Waterloo Brewing Ltd. | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF WATERLOO BREWING LTD. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/waterloo-brewing-ltd-0 | The Ontario Securities Commission (OSC) has issued a decision regarding Waterloo Brewing Ltd., an Ontario-based company. The company applied for an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) to be recognized as having ceased to offer its securities to the public. Key points from the application include: 1. Waterloo Brewing Ltd. is an offering corporation under the OBCA. 2. The company's head office is located in Ontario. 3. The company has stated it does not plan to seek public financing through securities offerings. 4. On April 4, 2023, the company received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. 5. The facts presented in the previous order remain accurate. The OSC, after reviewing the application and considering it would not be against the public interest, has ordered that Waterloo Brewing Ltd. is deemed to have ceased offering its securities to the public. This decision is supported by the relevant provisions of the OBCA, specifically subsection 1(6), and is dated April 13, 2023. |
| 37.980 | 2023-04-14 | Aralez Pharmaceuticals Canada Inc. | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF ARALEZ PHARMACEUTICALS CANADA INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aralez-pharmaceuticals-canada-inc-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Aralez Pharmaceuticals Canada Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant has confirmed that it is an offering corporation under the OBCA and has no plans to seek public financing through securities offerings. Additionally, the Applicant has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC has determined that granting this order would not be against the public interest. Consequently, as of April 14, 2023, the Applicant is deemed to have ceased public securities offerings. |
| 37.979 | 2023-04-17 | Magnet Forensics Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/magnet-forensics-inc | The Ontario Securities Commission (OSC) has approved an application by Magnet Forensics Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer. The key points leading to this decision include: 1. Magnet Forensics Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. No securities of the company are traded on any public marketplace or facility where trading data is reported. 4. Magnet Forensics Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The OSC, as the principal regulator, determined that Magnet Forensics Inc. met the legislative requirements to cease being a reporting issuer, and thus the order was granted. This decision was made in accordance with the Securities Act (R.S.O. 1990, c. S.5, as amended) and the relevant securities legislation. |
| 37.978 | 2023-04-18 | Magnet Forensics Inc. | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO) R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF MAGNET FORENSICS INC. (the Applicant) ORDER (Subsection 1(6) of the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/magnet-forensics-inc-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Magnet Forensics Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The key points leading to this outcome include: - Magnet Forensics Inc. is an offering corporation under the OBCA and is headquartered in Waterloo, Ontario. - The company's subordinate voting shares were delisted from the Toronto Stock Exchange on April 11, 2023. - The company has no plans to seek public financing through securities offerings. - On April 17, 2023, Magnet Forensics Inc. received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. - The facts presented in the previous order remain accurate. Given these representations and the OSC's determination that granting the order would not be against the public interest, the OSC ordered that Magnet Forensics Inc. be deemed to have ceased offering its securities to the public as of April 18, 2023. |
| 37.977 | 2023-04-19 | Oanda (Canada) Corporation ULC | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/oanda-canada-corporation-ulc-1 | The Ontario Securities Commission (OSC) has granted an exemption to OANDA (Canada) Corporation ULC (the Filer) from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in certain Canadian jurisdictions. The Filer is an investment dealer registered across Canada and a member of the New Self-Regulatory Organization of Canada (New SRO). The exemption is subject to several conditions, including compliance with New SRO rules and acceptable practices, and the provision of a clear and plain language risk disclosure document to investors prior to their first CFD transaction. This document must be substantially similar to the risk disclosure required for recognized options and the regime for OTC derivatives as outlined in OSC Rule 91-502 and the proposed but not adopted OSC Rule 91-504, as well as the Quebec Derivatives Act. The Filer's CFD offerings will be executed on an automated trading platform, with the Filer acting as the counterparty. The CFDs will not be transferable, and the Filer will not act as an intermediary or provide trading advice. The Filer will manage risk through a hedging strategy and is compensated through the bid-ask spread. The exemption aligns with the OSC's view that the prospectus requirement may not be suitable for certain derivative products and that alternative requirements based on risk disclosure may be more appropriate. The relief is consistent with the approach taken in Quebec under the QDA and with international practices for similar financial products. The exemption is granted for a four-year period, subject to revocation under certain conditions, such as regulatory actions that affect the Filer's ability to offer CFDs. The Filer must also inform the OSC of any material changes to its business or any disciplinary actions taken against it by regulatory authorities. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related OSC rules and policies, including OSC Rule 91-502, OSC Rule 91-503, and OSC Staff Notice 91-702. The Existing Relief previously granted to the Filer has been revoked as part of this decision. |
| 37.976 | 2023-04-20 | Boko Resources Inc. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/boko-resources-inc | The Securities Commission has granted Boko Resources Inc. (the Filer) an order to cease being a reporting issuer in Canada. The decision was made under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The Filer indicated reliance on subsection 4C.5(1) of Regulation 11-102 for Alberta and British Columbia. The decision was based on several key representations by the Filer: 1. The Filer is not an OTC reporting issuer under Regulation 51-105. 2. The Filer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The Filer sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The Decision Makers concluded that the Filer met the legislative requirements to cease being a reporting issuer, and the order was granted accordingly. The decision was documented by Marie-Claude Brunet-Ladrie, Director, Supervision of Issuers and Insiders. Relevant legislative provisions include the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii). |
| 37.975 | 2023-04-21 | Alan Allman Associates S.A. | : Securities Act, R.S.O. 1990, c.S.5, as am., ss.25, 53 and 74(1). National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/alan-allman-associates-sa | The Securities Commission has granted an exemption from the prospectus and registration requirements to a French issuer, Alan Allman Associates S.A., for trades related to an employee share offering. The exemption is necessary because the offering is made through special purpose entities (FCPEs) rather than directly to Canadian employees, which means the issuer cannot rely on the standard employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions. The FCPEs are supervised by the French securities regulator, and Canadian participants will receive appropriate disclosure documents. The exemption is contingent on the understanding that Canadian employees are not coerced into participation by employment expectations, there is no Canadian market for the securities, and the issuer complies with certain conditions, including a sunset clause of five years. The decision is based on the Securities Act, R.S.O. 1990, c.S.5, as amended, and related instruments, including National Instrument 45-106 Prospectus Exemptions, National Instrument 45-102 Resale of Securities, and Ontario Securities Commission Rule 72-503 Distributions Outside Canada. The conditions for the exemption include limitations on the first trade of units acquired by Canadian participants, ensuring trades occur outside of Canada or to non-Canadian persons, and that the issuer remains a foreign issuer. The exemption also stipulates that the issuer must not be a reporting issuer in Canada at the time of the trade. The decision is subject to the representations made by the issuer remaining true for any subsequent offerings within the next five years and that the trades are not part of a scheme to avoid prospectus requirements. |
| 37.974 | 2023-04-23 | Neovasc Inc. | Securities Act, R.S.O. 1990, c.S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/neovasc-inc | The Securities Commission has granted Neovasc Inc.'s application to cease being a reporting issuer. The decision is based on the company's representation that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The British Columbia Securities Commission is the principal regulator for this application, and the order reflects the decision of the securities regulatory authority in Ontario as well. The outcome is supported by the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii). |
| 37.973 | 2023-04-24 | Mimi's Rock Corp. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mimis-rock-corp-0 | The Ontario Securities Commission (OSC) issued an order for Mimi's Rock Corp., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to be deemed to have ceased offering its securities to the public. This decision was made under subsection 1(6) of the OBCA, following the Applicant's request and based on several representations made by the Applicant to the OSC. Key representations included the location of the Applicant's head and registered offices in Toronto, Ontario, the absence of any intention to seek public financing through securities offerings, and the fact that the Applicant had already been granted an order on April 13, 2023, confirming it was not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC, having been satisfied that granting the order would not be against the public interest, approved the request. Consequently, Mimi's Rock Corp. is no longer considered to be offering its securities to the public as of April 24, 2023. |
| 37.969 | 2023-04-26 | BMO Asset Management Inc. and the Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-asset-management-inc-and-top-funds | The Securities Commission has granted mutual funds that are not reporting issuers a 90-day extension for filing annual financial statements and a 60-day extension for interim financial statement filings and deliveries. This decision is based on the funds' investment strategy, which involves a majority of their assets being invested in Underlying Funds with later financial reporting deadlines. The extensions are conditional upon the funds meeting certain investment and disclosure requirements, including notifying securityholders of the reliance on the granted relief and providing an offering memorandum that outlines the extended deadlines. The key regulations involved are sections 2.2, 2.4, 5.1(2)(a), and 5.1(2)(b) of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), which set the standard filing and delivery deadlines for financial statements. The exemptions are granted under section 17.1 of NI 81-106, provided the funds continue to meet the specified conditions. The decision will be revisited if there are any relevant amendments to NI 81-106 or other rules affecting mutual funds' filing and delivery requirements. |
| 37.970 | 2023-04-26 | VIVO Cannabis Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/vivo-cannabis-inc | The Securities Commission has granted an application by Vivo Cannabis Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the following key points: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria set out in the applicable securities legislation, specifically under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. Consequently, the Filer's application to cease being a reporting issuer has been approved. |
| 37.971 | 2023-04-26 | ICPEI Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/icpei-holdings-inc | The Ontario Securities Commission (OSC) has approved an application by ICPEI Holdings Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. This decision follows the Filer's arrangement agreement, which resulted in a change of ownership where key management and certain shareholders acquired all outstanding common shares of the Filer. The arrangement was approved by the Filer's shareholders and the Ontario Superior Court of Justice. The Filer is a venture issuer in the Canadian property and casualty insurance industry, operating through its subsidiary, The Insurance Company of Prince Edward Island (ICPEI). As part of the arrangement, the Filer's shares were delisted from the TSX Venture Exchange, and the Filer has no intention of seeking public financing in the future. Despite having more than 15 securityholders in Quebec, which typically precludes the use of a simplified procedure for ceasing to be a reporting issuer, the OSC granted the order based on the Filer's circumstances and representations. The Filer is now no longer a reporting issuer in any Canadian jurisdiction, in accordance with the relevant securities legislation, including the Securities Act (Ontario) and National Policy 11-206. |
| 37.972 | 2023-04-26 | Smart Employee Benefits Inc | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/smart-employee-benefits-inc-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Smart Employee Benefits Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant had previously been defined as an offering corporation under the OBCA and had expressed no intention of seeking public financing through securities offerings. Furthermore, on March 21, 2023, the Applicant received an order confirming that it was no longer a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206 for ceasing to be a reporting issuer. The Applicant's circumstances as described in the Reporting Issuer Order remain unchanged. The OSC concluded that granting the order would not be against the public interest. Consequently, the Applicant is officially deemed to have stopped offering its securities to the public as of April 26, 2023. |
| 37.966 | 2023-04-27 | GameSquare Esports Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gamesquare-esports-inc-0 | The Securities Commission has granted Gamesquare Esports Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. The decision is based on the following key points: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the legislative criteria to cease being a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The decision was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and supported by the Multilateral Instrument 11-102 Passport System. |
| 37.967 | 2023-04-27 | Ford Auto Securitization Trust | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ford-auto-securitization-trust-0 | The Ontario Securities Commission (OSC) has granted an order for Ford Auto Securitization Trust (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. The Filer, a special purpose entity, issues asset-backed notes to finance pools of receivables from Ford Credit Canada Company. Despite having more than 50 securityholders worldwide and over 15 in Canada, the Filer has no outstanding securities other than the notes and no plans for further issuance. The Filer is not in default of securities legislation and will continue to provide monthly investor reports as per the Sale and Servicing Agreements. These reports contain detailed financial and performance information relevant to noteholders. The notes are not listed on any public marketplace and are held by sophisticated investors who did not require the Filer to maintain its reporting issuer status. The decision to cease the Filer's reporting issuer status is based on the OSC's satisfaction that it meets the legislative test, with no objections following a public news release. The relevant laws and regulations include the Securities Act (Ontario), National Policy 11-206, Multilateral Instrument 11-102, and National Instruments 45-106, 51-102, and 44-101. |
| 37.965 | 2023-04-28 | Buffalo Coal Corp. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/buffalo-coal-corp-0 | The Securities Commission has granted Buffalo Coal Corp. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to the reporting requirements of the securities legislation in Canadian jurisdictions where it was recognized as such. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer. The Ontario Securities Commission served as the principal regulator for the application, with the Filer indicating reliance on Multilateral Instrument 11-102 Passport System in several other Canadian provinces. The decision was based on several key representations by the Filer: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. Given these representations, the principal regulator concluded that the Filer met the legislative requirements to cease being a reporting issuer and approved the application. |
| 37.963 | 2023-05-01 | Rapid Dose Therapeutics Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rapid-dose-therapeutics-corp | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Rapid Dose Therapeutics Corp. (the Issuer), initially issued due to the company's failure to file required continuous disclosure documents on time. The relevant regulations include the Securities Act (Ontario) and National Policy 11-207 concerning Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The Issuer, incorporated in Ontario and listed on the Canadian Stock Exchange (CSE), failed to submit annual and interim financial statements, management's discussion and analysis, and certifications for specific periods in 2022. After the CTO was issued, further required documents for subsequent periods were also not filed as mandated. Subsequently, the Issuer remedied the defaults by updating all required continuous disclosure filings, including correcting deficiencies noted by the OSC staff. The Issuer is now compliant with its disclosure obligations, has paid all necessary fees, and is not involved in any significant transactions that have not been disclosed. The OSC's decision to revoke the CTO is based on the Issuer meeting the conditions set out in the applicable securities legislation. The Issuer has committed to holding an annual meeting within three months of the revocation and will issue a news release announcing the revocation, to be filed concurrently on the System for Electronic Document Analysis and Retrieval (SEDAR). |
| 37.964 | 2023-05-01 | Lysander Funds Limited | : National Instrument 41-101 -- General Prospectus Requirements, ss. 3.1(2), 19.1. National Instrument 81-102 -- Investment Funds, Parts 9, 10 and 14 and s. 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lysander-funds-limited-2 | The Ontario Securities Commission granted Lysander Funds Limited (the Filer) an exemption to facilitate the offering of exchange-traded fund (ETF) securities and conventional mutual fund securities under a single prospectus. The exemption allows the Filer to file a simplified prospectus for ETF securities, as per National Instrument 81-101 (NI 81-101), instead of the long form prospectus required by National Instrument 41-101 (NI 41-101), provided that additional disclosures required by NI 41-101 are included. The Filer must also file ETF Facts documents as prescribed by NI 41-101 for ETF securities and Fund Facts documents for mutual fund securities. Additionally, the Filer received technical relief from certain parts of National Instrument 81-102 (NI 81-102) to treat ETF securities and mutual fund securities as separate entities for compliance purposes. This relief pertains to parts 9, 10, and 14 of NI 81-102, which govern sales, redemptions, and other fund operations. The decision is contingent on the Filer's adherence to specific conditions, including compliance with NI 81-101 for the simplified prospectus and the inclusion of necessary disclosures from NI 41-101F2 not covered by NI 81-101F1. For sales and redemptions relief, the Filer must ensure that each type of fund security complies with the relevant provisions of NI 81-102. This decision is based on the Filer's representations, including its regulatory compliance, the structure of the Funds, and the distribution and trading mechanisms for the securities. The exemption aims to streamline the offering process and provide clear information to investors while maintaining regulatory standards. |
| 37.962 | 2023-05-03 | Fidelity Investments Canada ULC | National Instrument 41-101 -- General Prospectus Requirements, ss. 3.1(2) and 19.1(1). National Instrument 81-102 -- Investment Funds, Parts 9, 10 and 14, and s. 19.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-29 | The Ontario Securities Commission granted Fidelity Investments Canada ULC (the Filer) an exemption from certain requirements under National Instrument 41-101 General Prospectus Requirements (NI 41-101) and National Instrument 81-102 Investment Funds (NI 81-102). This decision allows the Filer to offer both exchange-traded and conventional mutual fund series under a single simplified prospectus, subject to conditions. Key points of the decision include: 1. The Filer is permitted to file a prospectus for exchange-traded fund (ETF) securities in accordance with NI 81-101, excluding the need for a fund facts document, provided they include an ETF Facts document as per Part 3B of NI 41-101. 2. The Filer and each Fund can treat ETF securities and mutual fund securities as if they were separate funds for compliance with Parts 9, 10, and 14 of NI 81-102, which cover sales and redemptions. 3. The exemption is conditional upon the Filer ensuring that the simplified prospectus includes all necessary disclosures for both mutual fund securities and ETF securities, and that these disclosures do not hinder investors' understanding of the differences between the two. 4. The Funds must comply with the relevant parts of NI 81-102 for mutual funds and exchange-traded funds, as applicable to each security type. The decision is based on the Filer's representations, including its compliance with securities legislation, the structure of the Funds, and the distribution and redemption mechanisms for the ETF securities. The exemption aims to facilitate efficient fund offerings while maintaining investor protection and market integrity. |
| 37.961 | 2023-05-04 | AGF Investments Inc. | National Instrument 41-101 -- General Prospectus Requirements, ss. 3.1(2) and 19.1(1). National Instrument 81-102 -- Investment Funds, Parts 9, 10 and 14 and s. 19.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-12 | The Ontario Securities Commission granted AGF Investments Inc. (the Filer) exemptions from certain requirements under National Instrument 41-101 General Prospectus Requirements (NI 41-101) and National Instrument 81-102 Investment Funds (NI 81-102) for its mutual funds offering both exchange-traded and conventional series under a single simplified prospectus. Key points of the decision: 1. The Filer is permitted to file a simplified prospectus for exchange-traded fund (ETF) securities instead of a long-form prospectus, provided additional disclosures required by Form 41-101F2 are included. 2. The Filer can treat ETF securities and mutual fund securities as if they were separate funds for compliance with Parts 9, 10, and 14 of NI 81-102, which cover sales and redemptions. Conditions for the exemptions include: - Filing a simplified prospectus for ETF securities in accordance with NI 81-101 and Form 81-101F1, excluding the Fund Facts document requirement. - Including additional disclosures in the simplified prospectus as required by Form 41-101F2. - Complying with Parts 9, 10, and 14 of NI 81-102 for mutual fund securities as non-exchange-traded funds and for ETF securities as exchange-traded funds. The exemptions are based on the Filer's representations, including: - The Filer is a registered investment fund manager and manages existing and future mutual funds. - The funds offer or will offer both mutual fund securities and ETF securities. - ETF securities will be listed on a recognized marketplace, while mutual fund securities will not. - ETF securities are primarily purchased by Authorized Dealers or Designated Brokers in Creation Units. - The Filer believes including all series in one prospectus is more efficient and will not impair investors' ability to differentiate between the series. The decision allows the Filer to streamline its prospectus process and treat the different series of fund securities appropriately according to their nature, either as exchange-traded or conventional mutual funds, under the relevant securities regulations. |
| 37.960 | 2023-05-05 | IPH Limited and Smart & Biggar LLP/Smart & Biggar S.E.N.C.R.L. | Securities Act, R.S.O. 1990, c.S.5, as am., ss. 53 and 70. National Instrument 45-102 Resale of Securities, s. 2.15. National Instrument 45-106 Prospectus Exemptions, s. 2.24. OSC Rule 72-503 Distributions Outside Canada, s. 2.8(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/iph-limited-and-smart-biggar-llpsmart-biggar-sencrl-0 | The Securities Commission has granted an exemption from the prospectus requirement to IPH Limited, an Australian corporation, for the distribution of Incentive Securities to certain Canadian employees (Eligible Persons) under its Employee Incentive Plan. This exemption is necessary because the Canadian employees are not directly employed by IPH but by its affiliate, New Legal LLP, and therefore do not qualify for the employee exemption under section 2.24 of National Instrument 45-106 Prospectus Exemptions. The key conditions for the exemption include that IPH must be a public company in Australia, comply with its continuous disclosure obligations, and that the Canadian participants must acknowledge receipt of relevant disclosure documents. Additionally, the first trade of any Incentive Security acquired must meet certain conditions to be exempt from the prospectus requirement, such as being made outside of Canada or through an exchange not in Canada, unless IPH becomes a reporting issuer in Canada. The decision is based on the understanding that IPH is subject to Australian regulatory oversight, the securities are not listed in Canada, and participation in the offering is not tied to employment expectations. The exemption is subject to conditions to ensure compliance with securities laws and is supported by the Securities Act, R.S.O. 1990, c.S.5, National Instrument 45-102 Resale of Securities, and OSC Rule 72-503 Distributions Outside Canada. |
| 37.958 | 2023-05-08 | First Choice Products Inc. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. 2. National Policy 12-202 Revocation of Certain Cease Trade Orders. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/first-choice-products-inc | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against First Choice Products Inc. (the Applicant), which was initially imposed due to the company's failure to file required continuous disclosure documents. The partial revocation allows the Applicant to proceed with a private placement and a debt settlement with accredited investors. The Applicant had not filed audited financial statements, management's discussion and analysis (MD&A), and related certifications for several years, leading to financial difficulties. The company is seeking to raise up to $118,000 through the issuance of unsecured convertible debentures and to settle approximately $32,809 of debt through the issuance of common shares. The raised funds will be used to prepare and file the outstanding continuous disclosure documents and to pay related fees. The decision is based on the Applicant's representations and compliance with conditions set by the OSC. These include providing purchasers with copies of the CTO and the partial revocation order, obtaining signed acknowledgments that securities will remain subject to the CTO, and issuing press releases and material change reports as necessary. The partial revocation is subject to the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 144, and is informed by National Policy 12-202 concerning the revocation of certain CTOs. The Applicant's actions are also subject to Multilateral Instrument 61-101 regarding the protection of minority security holders in special transactions, given that the transactions involve related parties. The partial revocation is conditional and will expire upon the earlier of the closing of the private placement and debt settlement or 60 days from the date of the order. The Applicant intends to apply for a full revocation of the CTOs after fulfilling its continuous disclosure obligations. |
| 37.959 | 2023-05-08 | Target Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/target-capital-inc | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Target Capital Inc. due to the company's failure to file required continuous disclosure materials. The CTOs were imposed by both the Alberta Securities Commission (Principal Regulator) and the Ontario Securities Commission on November 5, 2020. Target Capital Inc. has since addressed the filing defaults by updating its continuous disclosure documents and paying all necessary fees. The company also ensured its profiles on SEDAR (System for Electronic Document Analysis and Retrieval) and SEDI (System for Electronic Disclosure by Insiders) are current. The revocation decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 144, and is in line with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The Ontario Securities Commission opted into the revocation order following the lead of the Alberta Securities Commission. The outcome is that the CTOs against Target Capital Inc. have been lifted, allowing the company to resume trading under the regulatory framework of Alberta and Ontario. |
| 37.957 | 2023-05-09 | B2Gold Back River Corp. (formerly Sabina Gold & Silver Corp.) | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/b2gold-back-river-corp-formerly-sabina-gold-silver-corp | The Securities Commission has granted an order for B2Gold Back River Corp. (formerly Sabina Gold & Silver Corp.) to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. The decision is based on several key criteria: 1. The company is not an OTC reporting issuer, meaning it is not subject to the reporting requirements of Multilateral Instrument 51-105 for companies quoted in the U.S. over-the-counter markets. 2. The company's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide. 3. The company's securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported. 4. The company is not in default of any securities legislation in any jurisdiction. The order is supported by the British Columbia Securities Commission as the principal regulator and is recognized by the securities regulatory authority in Ontario. It is made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and is in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The decision reflects the consensus of the Decision Makers that the company meets the legislative requirements to cease being a reporting issuer. |
| 37.955 | 2023-05-10 | Buffalo Coal Corp. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/buffalo-coal-corp-1 | The Ontario Securities Commission (OSC) has issued an order recognizing that Buffalo Coal Corp. (the Applicant) has ceased to offer its securities to the public. This decision is based on the Business Corporations Act (Ontario), specifically subsection 1(6). The Applicant, an offering corporation with its head office in Dundee, KwaZulu-Natal, has indicated that it does not plan to seek public financing through securities offerings. Furthermore, the Applicant had previously been granted an order on April 28, 2023, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The representations made in the Reporting Issuer Order remain accurate. The OSC concluded that granting this order would not harm the public interest. Consequently, the Applicant is deemed to have ceased public securities offerings as of May 10, 2023. |
| 37.956 | 2023-05-10 | Hydel Inc. (formerly Circa Enterprises Inc.) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hydel-inc-formerly-circa-enterprises-inc | The Securities Commission has granted Hydel Inc.'s application to cease being a reporting issuer under the securities legislation of Alberta and Ontario, as well as other Canadian jurisdictions where it held this status. The decision was based on several key factors: 1. Hydel Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility where trading data is reported. 4. Hydel Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission served as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority or regulator in Ontario. The order satisfies the legislative test for ceasing to be a reporting issuer and is supported by the facts presented by Hydel Inc. |
| 37.945 | 2023-05-15 | Maxar Technologies Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/maxar-technologies-inc | The Securities Commission has granted Maxar Technologies Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting specific criteria outlined in the securities legislation, particularly under the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The key points leading to this decision include: 1. The Filer is not an OTC reporting issuer, meaning it is not subject to reporting obligations due to being quoted in U.S. over-the-counter markets as per Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders globally. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere that reports trading data. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has reviewed the application and determined that it satisfies the legislative requirements for ceasing to be a reporting issuer. Consequently, the order was granted, relieving the Filer of the reporting obligations in Canada. This decision was facilitated by the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and the Multilateral Instrument 11-102 Passport System, which allows for a streamlined process across multiple jurisdictions. |
| 37.946 | 2023-05-15 | Yamana Gold Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/yamana-gold-inc | The Securities Commission has granted Yamana Gold Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions. The Filer, a corporation governed by the Canada Business Corporations Act, is not in default of any obligations under Canadian securities legislation. It has become a wholly-owned subsidiary of Pan American Silver Corp. following a statutory plan of arrangement approved by shareholders and the Ontario Superior Court of Justice. As a result of the arrangement, all Filer Shares were transferred to Pan American in exchange for Pan American shares, and the Filer's restricted share units, performance share units, and deferred share units were canceled in exchange for cash. The Filer's only outstanding securities are the Filer Shares held by Pan American and US$782,875,000 of Senior Notes, which are not publicly traded or offered in Canada outside of private placement exemptions. The Senior Notes are guaranteed by Pan American, which qualifies as a credit support issuer under section 13.4 of National Instrument 51-102 Continuous Disclosure Obligations. Pan American has agreed to provide financial reports in lieu of the Filer, as approved by the majority of noteholders. The Filer's shares have been delisted from all stock exchanges, and no securities are traded on any marketplace. The Filer does not intend to seek public financing or distribute securities in Canada. Although the Filer has more than 51 holders of Senior Notes, the principal regulator has determined that the Filer meets the criteria to cease being a reporting issuer under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order was granted based on the Filer's representations and compliance with the regulatory framework. |
| 37.944 | 2023-05-17 | 1832 Asset Management L.P. or an Affiliate | National Instrument 81-102 Investment Funds, ss. 2.6(2)(c), 2.6.1(1)(c)(v), 2.6.2, 6.1(1), 6.8.1, and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-or-affiliate | The Securities Commission has granted an application by 1832 Asset Management L.P. (the Filer) on behalf of certain existing and future investment funds for exemptive relief from specific provisions of National Instrument 81-102 Investment Funds (NI 81-102). The decision allows alternative mutual funds to engage in physical short selling and cash borrowing up to 100% of their net asset value (NAV), exceeding the usual 50% limit. Additionally, mutual funds are permitted to appoint multiple custodians and clarify that short sale proceeds are excluded when calculating non-custodial borrowing agent collateral limits. Key points of the decision include: 1. Alternative mutual funds can sell securities short and borrow cash beyond the standard 50% NAV limit, provided that the combined value of short sales and cash borrowing does not exceed 100% of the fund's NAV, and the total leverage including specified derivatives does not surpass 300% of the NAV. 2. Funds must comply with all other applicable short sale and cash borrowing requirements and ensure transactions are consistent with their investment objectives and strategies. 3. The funds' prospectuses must disclose their ability to engage in short selling and cash borrowing beyond the standard limits. 4. Funds can deposit portfolio assets with a borrowing agent not acting as a custodian or sub-custodian, subject to certain NAV percentage limits at the time of deposit. 5. Funds are allowed to appoint more than one custodian, provided that a single entity reconciles all portfolio assets and provides valuation and recordkeeping services, and the Filer maintains operational systems for proper asset reconciliation among custodians. The decision is based on the belief that this flexibility will enable more effective fund management, potentially reduce costs, and provide investors with access to a more diversified set of investment opportunities within the overall limits of NI 81-102. The exemptive relief is subject to conditions ensuring compliance with certain aspects of NI 81-102 and proper disclosure in fund prospectuses. |
| 37.943 | 2023-05-19 | Volt Lithium Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/volt-lithium-corp-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) has granted consent to Volt Lithium Corp. (the Applicant) to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Business Corporations Act (Alberta) (ABCA). This decision is based on the Applicant's compliance with relevant legislation, absence of defaults or proceedings against it, and the substantial similarity between the rights, duties, and obligations under the OBCA and ABCA. Key points include: - The Applicant is an offering corporation with its common shares traded on the TSX Venture Exchange. - The continuance to Alberta aligns with the Applicant's lithium brine operations and the location of its executives. - The Applicant's management information circular detailed the proposed continuance, and shareholders overwhelmingly approved the move with 99.99% support and no dissenting votes. - The Applicant will remain a reporting issuer in British Columbia, Alberta, and Ontario, with the Alberta Securities Commission as its principal regulator. The OSC's consent is mandated by subsection 21(b) of the Ontario Regulation 398/21 under the OBCA and is given upon the condition that the continuance would not be prejudicial to the public interest. The decision was made on May 19, 2023. |
| 37.941 | 2023-05-29 | Metalcorp Limited | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/metalcorp-limited | The Securities Commission has granted MetalCorp Limited's application to cease being a reporting issuer. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications. The Ontario Securities Commission acted as the principal regulator, and the company indicated reliance on Multilateral Instrument 11-102 for similar effect in British Columbia and Alberta. The decision was based on representations by MetalCorp that it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in any one jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. Given these conditions, the Commission was satisfied that MetalCorp met the legislative requirements to cease being a reporting issuer. |
| 37.939 | 2023-05-30 | Paycore Minerals Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/paycore-minerals-inc | The Securities Commission has granted Paycore Minerals Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Filer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 worldwide, with no securities traded on any public marketplace. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the Filer was not in default of any securities legislation. This decision allows the Filer to cease public reporting obligations in Canada. |
| 37.940 | 2023-05-30 | Manitou Gold Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manitou-gold-inc | The Securities Commission has granted Manitou Gold Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to the reporting requirements of the securities legislation in Canadian jurisdictions where it was recognized as such. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, with the Filer indicating reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in several other Canadian provinces. The decision was based on representations by the Filer that it met certain conditions: it was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any public marketplace, it sought to cease being a reporting issuer in all jurisdictions in Canada, and it was not in default of any securities legislation. Having satisfied the test set out in the relevant legislation, the principal regulator approved the Filer's request to cease being a reporting issuer. |
| 37.938 | 2023-05-31 | Brompton Funds Limited and Brompton Enhanced Multi-Asset Income ETF | National Instrument 81-102 Investment Funds, s. 2.5(2)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brompton-funds-limited-and-brompton-enhanced-multi-asset-income-etf | The Ontario Securities Commission granted an exemption to Brompton Funds Limited, allowing its exchange-traded alternative mutual fund, Brompton Enhanced Multi-Asset Income ETF (Top Fund), to invest up to 20% of its net assets in Brompton Split Corp. Preferred Share ETF (Underlying Fund). This decision exempts the Top Fund from the multi-layering restriction in paragraph 2.5(2)(b) of National Instrument 81-102 - Investment Funds (NI 81-102), which typically prevents a fund from investing more than 10% of its net assets in another investment fund that itself invests more than 10% of its net assets in other investment funds. The exemption was granted under the condition that the investment aligns with the Top Fund's objectives, there is no duplication of management or incentive fees, and the Underlying Fund, along with the Split Share Corporations and Other Funds it invests in, do not rely on discretionary relief to exceed leverage exposure limits set by NI 81-102. The decision is based on the rationale that this arrangement is an efficient and cost-effective alternative for the Top Fund to achieve its targeted allocation to preferred shares issued by split share corporations and is not prejudicial to the public interest or to the securityholders of the Top Fund. The exemption is subject to several conditions to ensure compliance with the investment objectives and regulatory framework. |
| 37.934 | 2023-06-01 | Nicola Wealth Management Ltd. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b)(ii) and (iii) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nicola-wealth-management-ltd | The Securities Commission has granted Nicola Wealth Management Ltd. (the Filer) an exemption from certain self-dealing restrictions under sections 13.5(2)(b)(ii) and (iii) of National Instrument 31-103. This exemption allows the Filer to conduct inter-fund trades involving mortgages and securities issued by alternative asset funds between its managed pooled funds and discretionary managed accounts, as well as in-specie subscriptions and redemptions involving these accounts and funds. The exemption is subject to several conditions, including consistency with investment objectives, obtaining independent valuations for mortgages and securities of alternative asset funds, and approval from an independent review committee (IRC). The Filer must also ensure that the only costs associated with these trades are nominal administrative charges and any necessary transfer costs. The decision is based on the Filer's representations that such trades would be in the best interests of the pooled funds and managed accounts, providing benefits such as quicker execution, better liquidity, and access to limited investment opportunities. The exemption is intended to facilitate efficient portfolio management while maintaining investor protection through independent valuation and oversight. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario by virtue of the Passport System under Multilateral Instrument 11-102. |
| 37.935 | 2023-06-01 | CIBC Asset Management Inc. and the Top Funds | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-and-top-funds | The Securities Commission granted an exemption to investment funds managed by CIBC Asset Management Inc. (CAMI) and its affiliates, collectively referred to as the Filer, allowing them to invest in certain non-reporting underlying investment funds, which are also managed by the Filer. This decision applies to existing and future investment funds that are reporting issuers and subject to National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107), known as the Top Funds. The exemption was sought from two prohibitions in NI 81-102: section 2.5(2)(a), which restricts investment funds from purchasing or holding securities of other investment funds unless certain conditions are met, and section 2.5(2)(c), which prohibits investment funds from holding securities of other investment funds that are not reporting issuers. The decision was based on several conditions, including that the investments are compatible with the Top Funds' objectives, no management or incentive fees that duplicate fees paid by the underlying funds will be charged, and that the Top Funds will not actively participate in the business or operations of the underlying funds. Additionally, investments must be made at the net asset value (NAV) determined by an independent third party, and the Filer must obtain approval from the independent review committee (IRC) before making such investments. The outcome allows the Top Funds to pursue portfolio diversification efficiently and cost-effectively by investing in the underlying funds, which include the CIBC Long Term Private Debt Pool and CIBC Short Term Private Debt Pool, among potential future funds. These underlying funds focus on private debt investments and are structured as trusts or other entities not subject to NI 81-102 or NI 81-107. The exemption is conditional upon adherence to specific requirements aimed at ensuring fair treatment of the Top Funds and transparency for investors. The decision underscores the Commission's willingness to provide flexibility within the regulatory framework to facilitate efficient fund management, provided that investor protection measures are maintained. |
| 37.936 | 2023-06-01 | Notice of Correction – IPH Limited and Smart & Biggar LLP/Smart & Biggar S.E.N.C.R.L. | Scraping Unsuccessful. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/notice-correction-iph-limited-and-smart-biggar-llpsmart-biggar-sencrl | The Securities Commission issued a decision regarding IPH Limited and Smart & Biggar LLP/Smart & Biggar S.E.N.C.R.L. that was initially published on May 18, 2023, in the 46 OSCB 4071. However, the original publication contained errors. The Commission has since addressed these inaccuracies and released a corrected version of the decision. The updated decision can be found in Chapter B.3 of the same bulletin. The decision is based on the applicable securities laws and regulations, although specific statutes are not mentioned in the provided text. The outcome of the corrected decision was not detailed in the summary provided. |
| 37.933 | 2023-06-02 | Brookfield Infrastructure Partners L.P. and Brookfield Infrastructure Corporation | Scraping Unsuccessful. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-infrastructure-partners-lp-and-brookfield-infrastructure-corporation | The Ontario Securities Commission (OSC) has granted Brookfield Infrastructure Corporation (BIPC) an exemption from certain requirements related to related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This decision is contingent on BIPC being a controlled subsidiary of Brookfield Infrastructure Partners L.P. (BIP), with BIP owning all equity securities and voting securities of BIPC, excluding exchangeable shares. BIPC was established to provide investors with an alternative way to hold units of BIP, with exchangeable shares designed to be economically equivalent to BIP units. The exemption allows BIPC to engage in related party transactions with entities other than BIP or its subsidiaries without the need for formal valuation or minority approval typically required under MI 61-101, provided that BIP treats these transactions as if they were its own and complies with the related party transaction requirements. The exemption is subject to several conditions, including no material changes to the exchangeable share provisions, BIP consolidating BIPC in its financial statements, and all disclosure documents related to any related party transactions being filed for both BIP and BIPC. The OSC's decision is based on the rationale that BIPC and BIP operate as a single economic entity and that the protections of MI 61-101 are not necessary for BIP, which holds all equity securities of BIPC and is affected by BIPC's related party transactions. |
| 37.931 | 2023-06-05 | Enerplus Corporation | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/enerplus-corporation | The Alberta Securities Commission, acting as the principal regulator, granted Enerplus Corporation (the Filer) an exemption from certain issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows the Filer to purchase its own common shares through the New York Stock Exchange (NYSE) and other U.S. markets beyond the 5% limit typically imposed, aligning with the maximum aggregate limit allowed by the Toronto Stock Exchange (TSX) rules for a normal course issuer bid. The Filer is a corporation with shares listed on both the TSX and NYSE. It had previously announced a normal course issuer bid to repurchase up to 10% of its public float through the TSX, NYSE, and other trading systems, in compliance with applicable securities laws. The exemption was granted on several conditions, including compliance with U.S. securities laws and TSX rules, issuance of a press release detailing the exemption terms, and adherence to the maximum aggregate purchase limit of 10% of the public float over a 12-month period. The exemption is also subject to the condition that the total number of shares acquired through the U.S. markets and other exemptions does not exceed 5% of the outstanding shares within any 12-month period. This decision allows the Filer to better align its share repurchase activities with its trading volumes on the U.S. markets, which have been higher than those on the TSX. The exemption is intended to facilitate the Filer's ability to repurchase shares without adversely affecting the company or its shareholders and without materially affecting control of the company. |
| 37.932 | 2023-06-05 | Fidelity Investments Canada ULC et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-et-al-8 | The Ontario Securities Commission granted an exemption to Fidelity Investments Canada ULC, allowing for a 77-day extension of the prospectus lapse date for the Fidelity Global Small Cap Opportunities Fund and Fidelity Advantage Ether ETF Fund. This extension aligns the lapse date with that of other funds under the same management, facilitating the consolidation of their prospectuses into a single document. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, specifically subsection 62(5). The extension is intended to simplify investor comparisons and reduce costs associated with prospectus renewal and printing. The funds in question are open-end mutual fund trusts and reporting issuers in Canada, currently distributing securities under a prospectus dated August 25, 2022. The original lapse date was set for August 25, 2023, but with the granted exemption, the new lapse date is November 10, 2023. The decision was made with the understanding that there have been no material changes in the funds' affairs since the last prospectus filing, and that any future material changes would be disclosed as required by law. The exemption is not expected to affect the accuracy of the information in the current prospectus or to be prejudicial to the public interest. |
| 37.930 | 2023-06-06 | Lithium Americas Corp. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lithium-americas-corp-1 | The Securities Commission has granted Lithium Americas Corp. (the Filer) an exemption from the requirement that financial statements be audited in accordance with Canadian Generally Accepted Auditing Standards (Canadian GAAS). The Filer, a mineral exploration and development company listed on the Toronto and New York Stock Exchanges, is planning to spin off its North American business into a new company, SpinCo, through a plan of arrangement. The exemption allows the Filer to provide financial statements in its management information circular that are audited in accordance with U.S. Public Company Accounting Oversight Board (PCAOB) GAAS instead of Canadian GAAS. This is because SpinCo is in the process of becoming listed on the TSX and NYSE and has submitted a registration statement to the SEC, which requires financial statements to be audited in accordance with U.S. PCAOB GAAS. The exemption is conditional on SpinCo becoming an SEC Issuer by the time of the spin-off's completion. If SpinCo does not become an SEC Issuer, the Filer and SpinCo must re-file the financial statements audited in accordance with Canadian GAAS and issue a news release explaining the re-filings. The decision is based on National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, specifically sections 3.3 and 3.8(1), and is subject to the conditions outlined above. The British Columbia Securities Commission is the principal regulator, and the decision also applies to Ontario and other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. |
| 37.929 | 2023-06-07 | Dye & Durham Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dye-durham-limited-0 | The Ontario Securities Commission granted Dye & Durham Limited (the Filer) an exemption from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement stipulates that an issuer must take up all securities validly deposited and not withdrawn before extending an issuer bid, provided all terms and conditions have been met or waived. The exemption was sought in connection with the Filer's proposed purchase of a portion of its issued and outstanding common shares through an issuer bid, which commenced on May 12, 2023. The Filer is a corporation in good standing under the Business Corporations Act (Ontario) and is a reporting issuer in Ontario. It is not in default of any securities legislation requirements. The Filer's common shares are listed on the Toronto Stock Exchange under the symbol DND. The board of directors believes that the share purchase offer is in the best interests of the Filer and its shareholders, providing an efficient means of delivering value and a prudent use of financial resources. The offer is structured as a modified Dutch auction with a specified price range, and the Filer intends to fund the purchase from its credit facility or available cash. The exemption allows the Filer to extend the offer without first taking up all deposited shares, enabling a final determination of the purchase price based on all shares tendered during the initial and any extension period. Shareholders may withdraw their shares at any time before the expiration of an extension period. The Filer is relying on the liquid market exemption from the formal valuation requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), as there was a liquid market for the common shares at the time the offer was announced. The exemption was granted subject to conditions that the Filer takes up and pays for the deposited shares as outlined in the issuer bid circular, remains eligible for the liquid market exemption, and issues a press release announcing the exemption within one business day of receipt. The decision was made by David Mendicino, Manager of the Office of Mergers & Acquisitions at the Ontario Securities Commission. |
| 37.924 | 2023-06-08 | Greg Ryan Smith | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1), 74(1) and 147. National Instrument 45-102 Resale of Securities, s. 2.8. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/greg-ryan-smith | The Securities Commission has granted an exemption from the prospectus requirement to Greg Ryan Smith, a control person of Thinkific Labs Inc., for the sale of shares under an automatic securities disposition plan (ASDP). The exemption allows for orderly sales of shares without adhering to the usual restrictions that apply to control persons, such as the seven-day waiting period and the requirement to refile a notice every 30 days. The exemption is subject to conditions that align with the policy rationale of section 2.8 of National Instrument 45-102 Resale of Securities, including limits on the number of shares sold and the duration of the sales period. Additionally, the Commission has agreed to keep the application and decision confidential for up to 90 days. The exemption will expire 12 months after the effective date of the ASDP. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Instrument 45-102. |
| 37.926 | 2023-06-08 | Manitou Gold Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manitou-gold-inc-0 | The Ontario Securities Commission (OSC) has issued an order that Manitou Gold Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (OBCA), R.S.O. 1990, c. B.16, as amended. Key facts leading to this outcome include: 1. Manitou Gold Inc. is an offering corporation under the OBCA. 2. The company has expressed that it does not plan to seek public financing through securities offerings. 3. On May 30, 2023, Manitou Gold Inc. received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. 4. The company's circumstances as described in the Reporting Issuer Order remain unchanged. The OSC concluded that granting the order would not adversely affect the public interest. Consequently, the order was issued on June 8, 2023, by Lina Creta, Manager of Corporate Finance at the OSC, under file number 2023/0240. |
| 37.927 | 2023-06-08 | Paycore Minerals Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/paycore-minerals-inc-0 | The Ontario Securities Commission (OSC) has issued an order that Paycore Minerals Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Paycore Minerals Inc., which is an offering corporation as defined by the OBCA, has its head office in Thunder Bay, Ontario, and its registered office in Toronto, Ontario. The company has stated that it does not plan to seek public financing through securities offerings. Previously, on May 30, 2023, Paycore Minerals Inc. was granted an order under the Securities Act (Ontario) confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, following the process outlined in National Policy 11-206. The OSC, having reviewed the application and the company's representations, and determining that granting the order would not be against the public interest, has ordered that Paycore Minerals Inc. is no longer considered to be offering its securities to the public as of June 8, 2023. |
| 37.921 | 2023-06-12 | Metalcorp Limited | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/metalcorp-limited-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that MetalCorp Limited (the Applicant) has ceased to offer its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation under the OBCA, is headquartered in Thunder Bay, Ontario, and has indicated that it does not plan to seek public financing through securities offerings. Previously, on May 29, 2023, MetalCorp Limited was granted an order under the Securities Act (Ontario) confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, following the procedure outlined in National Policy 11-206. The facts presented in that order remain accurate. The OSC concluded that granting the order would not adversely affect the public interest. Consequently, the order was issued, deeming MetalCorp Limited to have ceased public securities offerings as of June 12, 2023. |
| 37.922 | 2023-06-12 | Discover Wellness Solutions Inc. | Securities Act, R.S.O. 1990, c. S.5, as amended s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/discover-wellness-solutions-inc | The Alberta Securities Commission (ASC) has granted a partial revocation of a cease trade order (CTO) against Discover Wellness Solutions Inc. (the Issuer), allowing the transfer of a debt security from CannaIncome Fund Corporation (CIF) to Olive Resources Capital Inc. (the Filer). The CTO was initially imposed due to the Issuer's failure to file required financial documents. The Filer, a sophisticated and accredited investor, has agreed to purchase CIF's assets, including the debt security, as CIF undergoes dissolution. The transfer is exempt from prospectus requirements and is contingent on the Filer's acknowledgment that the security will remain under the CTO post-transfer. The decision, based on the Securities Act (R.S.O. 1990, c. S.5), allows the partial revocation under the condition that the Filer provides written acknowledgment of the CTO's ongoing effect and agrees to make this acknowledgment available to the ASC upon request. The outcome facilitates CIF's dissolution while maintaining regulatory oversight of the Issuer's securities. |
| 37.923 | 2023-06-12 | Silver Spike III Acquisition Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/silver-spike-iii-acquisition-corp | The Ontario Securities Commission (OSC) has granted Silver Spike III Acquisition Corp. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the Filer's application and the fact that it meets the criteria outlined in the relevant securities legislation. Key points from the application include that the Filer is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the Filer is not in default of any securities legislation. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer. The OSC, acting as the principal regulator, determined that the Filer satisfied the necessary conditions to be granted the order sought. |
| 37.919 | 2023-06-13 | Mackenzie Financial Corporation and The Funds | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mackenzie-financial-corporation-and-funds | The Ontario Securities Commission granted Mackenzie Financial Corporation (the Filer) an extension of the prospectus lapse date for certain funds (the Funds) it manages. This decision allows the Filer to align the prospectus renewal of the Funds with that of other funds under its management (the September Funds), which have a later lapse date. The extension is for 44 days, moving the lapse date from August 15, 2023, to September 29, 2023. The Filer sought this exemption to reduce costs associated with renewing, printing, and distributing separate prospectuses for the Funds and the September Funds. Combining the prospectuses is also expected to streamline disclosure and make it easier for investors to compare fund features. The decision was made under subsection 62(5) of the Securities Act (Ontario) and is based on the understanding that there have been no material changes in the Funds' affairs since the last prospectus was filed, and the current prospectus still provides accurate information. Should any material changes occur, the Filer is obligated to amend the prospectus as required by law. The exemption is not anticipated to negatively impact the public interest or the accuracy of information available to investors. The Funds' securities will continue to be distributed under the current prospectus until the new combined prospectus is filed. New investors will receive the most recent fund facts documents, and the prospectus will remain available upon request. The decision applies to the Funds listed in Schedule A and is intended to be relied upon in multiple Canadian jurisdictions as per Multilateral Instrument 11-102 Passport System. The relevant legislative provisions include the Securities Act (Ontario), National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-102 Investment Funds. |
| 37.920 | 2023-06-13 | AltaGas Ltd. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/altagas-ltd-2 | The Securities Commission has granted AltaGas Ltd. an exemption from the requirement to prepare financial statements in accordance with Canadian GAAP, as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, AltaGas may continue to use U.S. GAAP, extending a similar exemption previously granted in 2018. This decision is based on the company's involvement in rate-regulated activities and the pending development of a new IFRS standard for such entities by the International Accounting Standards Board (IASB). The exemption is conditional and will expire on the earliest of three events: January 1, 2027; the date AltaGas ceases to have rate-regulated activities; or the date a new IFRS standard for rate-regulated entities becomes effective, plus two years for implementation. The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where AltaGas is a reporting issuer. |
| 37.917 | 2023-06-14 | Philip Fayer | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1), 74(1) and 147. National Instrument 45-102 Resale of Securities, s. 2.8. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/philip-fayer | The Securities Commission granted an exemption from the prospectus requirement to Philip Fayer, a control person of Nuvei Corporation, for trades made under an automatic securities disposition plan (ASDP). Fayer intends to sell up to approximately 250,000 Subordinate Voting Shares, which may include shares acquired through equity compensation or conversion of Multiple Voting Shares. The exemption is necessary because the standard prospectus exemption for control person trades, as outlined in section 2.8 of National Instrument 45-102 Resale of Securities, would not allow for the continuous or successive dispositions intended under the ASDP due to a seven-day waiting period and a 30-day expiry provision for each notice of intended sale. The granted relief is subject to several conditions, including adherence to the ASDP's established guidelines, a cap on the number of shares sold (not exceeding 1% of outstanding Subordinate Voting Shares), and the filing of a notice and insider reports in accordance with Regulation 45-102. The ASDP must be established in good faith, without the Filer possessing any privileged information, and the sales must be conducted without the Filer's direct involvement. The exemption will expire 12 months after the ASDP's effective date. Additionally, the Commission agreed to keep the application and related materials confidential until either the public disclosure of the ASDP by news release or after 90 days from the decision date. |
| 37.918 | 2023-06-14 | Pure Gold Mining Inc. | Securities Act, R.S.O. 1990, c. S.5, as am. ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pure-gold-mining-inc-0 | The Securities Commission has granted a partial revocation of a cease trade order (CTO) against an issuer, which was initially imposed due to the issuer's failure to file required financial documents. The issuer sought the revocation to facilitate a reorganization plan under the Companies' Creditors Arrangement Act (CCAA) and to complete a transaction where all its shares would be acquired by another reporting issuer. The issuer had been under CCAA protection, and various court orders were issued to support its restructuring, including the approval of a sales process and interim financing. The issuer's shares were delisted from the TSX Venture Exchange and the London Stock Exchange, and trading was suspended on the NEX due to non-compliance with listing requirements. A share purchase agreement was made for the acquisition of the issuer's shares by West Red Lake Gold Mines Ltd. (WRLG), which required the issuer to cease being a reporting issuer before the acquisition's effective date. The issuer also underwent a reverse vesting transaction, becoming a wholly-owned subsidiary of a newly incorporated entity (NewCo). The issuer did not meet its filing obligations under National Instrument 51-102 and National Instrument 52-109, resulting in the CTO. However, it was not in default of other securities legislation. The issuer had a limited number of security holders and did not intend to seek public financing. Given these circumstances, the Securities Commission determined that the partial revocation of the CTO was warranted, allowing the issuer to cease being a reporting issuer and facilitating the completion of the acquisition by WRLG. The decision was made under the applicable securities legislation, including sections 127 and 144 of the Securities Act (Ontario), and was in line with National Policy 11-207 regarding Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. |
| 37.915 | 2023-06-15 | Capital International Asset Management (Canada), Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.17(1)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/capital-international-asset-management-canada-inc-et-al | The Ontario Securities Commission granted mutual funds managed by Capital International Asset Management (Canada), Inc. an exemption from the requirement to provide 60 days' prior notice to securityholders before engaging in securities lending, repurchase, and reverse repurchase transactions. This decision is based on National Instrument 81-102 Investment Funds (NI 81-102), specifically section 2.17(1)(c), which normally mandates such notice. The exemption was sought because the funds' prospectuses had erroneously included the 60-day notice requirement due to an oversight in the drafting process, despite the fact that the funds could have relied on section 2.17(3) of NI 81-102, which waives this requirement if the prospectus since inception contains the necessary disclosures. The cost of mailing notices was deemed significant and not beneficial to securityholders, given that the prospectuses had already disclosed the transactions and related risks. The exemption aligns with efforts to reduce regulatory burdens without compromising investor protection. Instead of the 60-day notice, the funds will issue a press release at least 60 days before commencing such transactions, directing investors to the prospectus for more information. This press release will be posted on the funds' website and filed on SEDAR. The exemption is conditional upon the issuance of the press release and is supported by the updated disclosure in the funds' renewal simplified prospectus dated May 26, 2023. |
| 37.913 | 2023-06-16 | Pure Gold Mining Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pure-gold-mining-inc | The Securities Commission granted an order for Pure Gold Mining Inc. (the Filer) to cease being a reporting issuer under applicable Canadian securities laws. The Filer, undergoing restructuring under the Companies' Creditors Arrangement Act (CCAA), is not an OTC reporting issuer and has fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. No securities are traded on any market, and the Filer is in default for not filing certain continuous disclosure documents. The Filer's securities were delisted from exchanges, and it is expected to become a wholly-owned subsidiary of a new corporation (NewCo) as part of an acquisition by West Red Lake Gold Mines Ltd. (WRLG). The Filer must cease being a reporting issuer before the acquisition's effective date. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). |
| 37.908 | 2023-06-21 | Northview Fund | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.4(1), 6.3(1)(d), 8.1(1) and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northview-fund | The Securities Commission has granted Northview Fund (the Filer) exemptions from certain requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) in connection with a proposed transaction involving the acquisition of properties from related parties. Key Facts: - The Filer is a reporting issuer in Canada, with its head office in Calgary, Alberta. - The Filer's portfolio includes multi-residential suites, commercial real estate, and execusuites in Canada. - The Filer has three classes of units: Class A (listed), Class C, and Class F (both unlisted). - The Filer plans to acquire properties from Galaxy Value Add Properties LP (Galaxy Vendor) and D.D. Acquisitions Partnership (DDAP), both considered related parties under MI 61-101. - The purchase price for the Galaxy properties will be partially satisfied by issuing Class C Units, while the DDAP properties will be exchanged for DDAP Consideration Units in a subsidiary limited partnership, exchangeable for Class C Units. Reasoning: - The Filer sought relief from the requirement to obtain a formal valuation for the non-cash assets (DDAP Consideration Units) involved in the transaction with DDAP, arguing that a valuation would essentially duplicate the valuation of the Class C Units for which they are exchangeable. - The Filer also sought relief from the requirement for each class of units to vote separately on the transaction, asserting that the transaction does not affect any class materially differently after accounting for their economic entitlements. Outcome: - The Commission granted the requested relief from the formal valuation requirement for the DDAP Consideration Units, provided the Filer includes certain disclosures in the Circular. - The Commission also granted relief from the requirement for each class of units to vote separately, allowing a single class vote on the transaction. Relevant Laws and Regulations: - The exemptions are based on provisions in MI 61-101, specifically ss. 5.4(1), 6.3(1)(d), 8.1(1), and 9.1(2). - The exemptions are conditional upon the Filer meeting adapted provisions of the Valuation Exemption and making the required disclosures in the Circular. |
| 37.910 | 2023-06-21 | Tilray Brands, Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107 and 144. National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.3. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tilray-brands-inc-et-al | The Ontario Securities Commission (OSC) granted exemptive relief to wholly-owned subsidiaries of Tilray Brands, Inc. (Tilray) from certain continuous disclosure and insider reporting requirements, following Tilray's acquisition of HEXO Corp. (HEXO) and 48NORTH Cannabis Corp. (48North). The decision, made under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), exempts HEXO and 48North from the continuous disclosure requirements, and insiders of these subsidiaries from insider reporting requirements, provided specific conditions are met. The key conditions for the exemption include Tilray's ownership of all voting securities of HEXO and 48North, Tilray's status as a reporting issuer in good standing, and the absence of public issuance of securities by HEXO and 48North other than certain specified instruments. Additionally, HEXO and 48North must file notices indicating reliance on Tilray's disclosure documents or provide copies of Tilray's filings. Tilray must also send HEXO and 48North warrant holders all disclosure materials required for similar Tilray warrants and comply with public disclosure of material information. The decision also revokes a previous order (the 48North Order) and replaces it with the current decision, which is substantially similar. The relief is granted under the applicable legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and various National Instruments related to continuous disclosure, certification of disclosure, and insider reporting. The OSC's decision is based on the rationale that post-arrangement, the information of primary importance to the holders of HEXO and 48North securities will relate to Tilray, not the subsidiaries. The decision aims to reduce the regulatory burden on the subsidiaries while ensuring that investors receive meaningful information through Tilray's disclosures. |
| 37.911 | 2023-06-21 | Pershimex Resources Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pershimex-resources-corporation | The Securities Commission has granted Pershimex Resources Corporation's application to cease being a reporting issuer. The decision was made under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The company met the necessary conditions, which included not being an OTC reporting issuer, having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and not having its securities traded on any public marketplace. Additionally, the company was not in default of any securities legislation. The outcome was based on the test set out in the applicable legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The order is evidence of the decision by the securities regulatory authority or regulator in Ontario and is also recognized in Alberta and British Columbia through the reliance on subsection 4C.5(1) of Regulation 11-102 respecting Passport System. |
| 37.906 | 2023-06-22 | Atalaya Mining Plc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atalaya-mining-plc | The Securities Commission has granted Atalaya Mining PLC's application to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The company, incorporated in Cyprus, is primarily listed on the AIM stock exchange in the UK and has minimal Canadian shareholdings, with only 5.9% held by a large Canadian securityholder and approximately 0.38% by other Canadian residents. Atalaya Mining has not sought public financing in Canada for the past year and has no intention of doing so or of having its securities traded on Canadian marketplaces. The decision is based on the company's compliance with UK reporting requirements, which are similar to Canadian requirements, and the fact that Canadian residents hold less than 2% of its securities worldwide. The large Canadian securityholder does not object to the cessation, and Atalaya Mining has committed to continue providing disclosure material to Canadian shareholders as required by UK securities law. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the application process outlined in National Policy 11-206. The company has fulfilled the conditions for ceasing to be a reporting issuer, including notifying Canadian securityholders and providing an undertaking to the Ontario Securities Commission. |
| 37.907 | 2023-06-22 | BMO Asset Management Inc. and The Top Funds | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c)(i) and (ii), 111(4), 113, 117(1)1 and 117(2). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-asset-management-inc-and-top-funds-0 | The Securities Commission has granted an exemption to BMO Asset Management Inc. and the investment funds it manages (Top Funds) from certain conflict of interest investment restrictions and reporting requirements. This exemption allows the Top Funds, which are reporting issuers, to invest in related underlying investment funds and collective investment schemes (Underlying Funds and Underlying Investments) that are not reporting issuers, subject to conditions. Key facts: - The Filer (BMO Asset Management Inc.) is registered as an investment fund manager and portfolio manager across various Canadian jurisdictions. - The Top Funds are reporting issuers distributed to investors via prospectus and are subject to National Instrument 81-102 (NI 81-102) and National Instrument 81-107 (NI 81-107). - The Underlying Funds and Underlying Investments are managed by the Filer or its affiliates but are not reporting issuers and not subject to NI 81-102. - The Filer sought relief from prohibitions against investing in entities where the fund or related parties have a significant interest, as well as from certain self-dealing restrictions and fund-on-fund investment requirements. Reasoning: - The exemption is granted on the basis that investments by Top Funds in the Underlying Funds and Underlying Investments are consistent with their investment objectives and strategies. - The exemption is believed to provide Top Funds with efficient and cost-effective access to diversified alternative and private asset classes. - The exemption is subject to conditions to ensure that the investments are made in the best interests of the Top Funds and do not result in inappropriate fee duplications or conflicts of interest. Outcome: - The Top Funds are permitted to invest in the Underlying Funds and Underlying Investments, provided they comply with conditions such as treating these investments as illiquid assets, obtaining approval from an independent review committee, and ensuring transparency in reporting and fee structures. - The exemption is conditional upon the Top Funds adhering to the illiquid asset restriction in section 2.4 of NI 81-102 and obtaining independent review committee approval for purchases of securities in related underlying funds or schemes. Relevant laws and regulations: - Securities Act (Ontario), sections 111(2), 111(4), and 117(1) - National Instrument 31-103, section 13.5(2)(a) - National Instrument 81-102, paragraphs 2.5(2)(a) and (c) - National Instrument 81-107, Independent Review Committee for Investment Funds - Multilateral Instrument 11-102 Passport System The decision is based on the belief that the exemption will benefit the Top Funds and their investors by providing access to a broader range of investment opportunities while maintaining appropriate safeguards against conflicts of interest and fee duplications. |
| 37.904 | 2023-06-26 | Frontenac Mortgage Investment Corporation B.3.2 Frontenac Mortgage Investment Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). National Instrument 41-101 General Prospectus Requirements. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/frontenac-mortgage-investment-corporation-b32-frontenac-mortgage-investment-corporation | The Ontario Securities Commission (OSC) has granted Frontenac Mortgage Investment Corporation (the Filer) an extension for filing a renewal prospectus. The Filer, a reporting issuer in multiple Canadian jurisdictions, is not in default of any securities legislation. The Filer's current prospectus, dated June 16, 2022, was set to lapse on June 16, 2023. To maintain continuous distribution of its common shares, the Filer needed to file a prospectus by June 26, 2023, with a receipt issued by July 6, 2023. The Filer has ceased distribution under the current prospectus and is engaged in ongoing discussions with the OSC regarding an amendment filed on June 6, 2023, and a pro forma prospectus filed on May 17, 2023. No material changes have occurred since the last amendment receipt was issued on September 30, 2022, and the Filer has committed to filing an amendment for any future material changes. The OSC has determined that extending the filing deadline will not be prejudicial to the public interest and has allowed the Filer to refile the prospectus as if the lapse date was extended by 60 days to August 15, 2023. The Filer will not distribute securities until a receipt for the renewal prospectus is issued. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, section 62(5), and National Instrument 41-101 General Prospectus Requirements. |
| 37.902 | 2023-06-27 | Horizons ETFS Management (Canada) Inc. | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.1(1.1), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-10 | The Securities Commission has granted an exemption to Horizons Equal Weight Canadian Bank Covered Call ETF (BKCC), Horizons Enhanced Equal Weight Banks Index ETF (BNKL), and Horizons Enhanced Equal Weight Canadian Banks Covered Call ETF (BKCL) from the concentration restrictions outlined in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to invest more than the standard limit of 10% (for BKCC) or 20% (for BNKL and BKCL) of their net asset value in securities of any single issuer, specifically the six constituent banks of the Solactive Equal Weight Canada Banks Index. The decision is based on the funds' investment objectives, which include exposure to the performance of an equal-weighted index of Canadian banks and, in some cases, the generation of income through covered call options and leverage. The funds are managed by Horizons ETFs Management (Canada) Inc. and are subject to the conditions that the investments align with the funds' objectives and strategies, and that the funds' prospectuses disclose the exemption and associated concentration risks. The exemption is conditional upon the funds maintaining their investment strategies and rebalancing their portfolios in line with the index's rebalancing dates. The rationale for the exemption is that the funds' strategies are transparent, passive, and fully disclosed, and that the units of the funds are highly liquid. The exemption is also consistent with the nature of alternative mutual funds, which are permitted higher levels of concentration under NI 81-102. The decision is supported by the Ontario Securities Commission, which is the principal regulator, and relies on Multilateral Instrument 11-102 Passport System for application in multiple Canadian jurisdictions. The funds are not in default of any securities legislation obligations, except for BKCC in relation to the exemption sought. |
| 37.903 | 2023-06-27 | SLGI Asset Management Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b) and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/slgi-asset-management-inc-3 | The Securities Commission has granted SLGI Asset Management Inc. (the Filer) an exemption from self-dealing restrictions under paragraph 13.5(2)(b) of National Instrument 31-103. This exemption allows the Filer to facilitate a one-time reorganization by transferring assets in-specie from managed accounts of Sun Life Assurance Company of Canada (SLA) to newly established mutual funds under the Filer's management. The exemption is subject to conditions ensuring fair valuation and consent from SLA, among others. The decision is based on the Filer's representations that the reorganization is in the best interests of the managed accounts and will not result in compensation to the Filer for the issuance of fund securities. The exemption is contingent on compliance with specific valuation and record-keeping requirements. |
| 37.899 | 2023-06-28 | Voyageur Metals Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/voyageur-metals-inc | The Securities Commission has granted Voyager Metals Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator and the application was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Filer met several conditions for the order: it was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide, its securities were not traded on any public marketplace, it sought to cease being a reporting issuer in all jurisdictions where it was recognized as such, and it was not in default of any securities legislation. Based on these representations, the principal regulator concluded that the Filer satisfied the legislative requirements to cease being a reporting issuer and thus approved the application. |
| 37.900 | 2023-06-28 | Acerus Pharmaceuticals Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/acerus-pharmaceuticals-corporation | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against Acerus Pharmaceuticals Corporation (the Issuer) to allow for specific trades connected to a court-approved transaction under the Companies' Creditors Arrangement Act (CCAA). The original CTO was issued due to the Issuer's failure to file annual financial statements, management's discussion and analysis, and related certifications. The Issuer, a specialty pharmaceutical company, sought the partial revocation to proceed with a transaction involving the issuance of a significant number of Class A common shares to First Generation in exchange for debt forgiveness. This transaction is part of a restructuring effort following the Issuer's financial difficulties and subsequent CCAA proceedings. The OSC's decision, under section 144 of the Securities Act (Ontario), is contingent on several conditions, including that First Generation receives copies of the CTO, the partial revocation order, and a written notice acknowledging that all securities of the Issuer, including those issued in the transaction, will remain subject to the CTO until a full revocation is granted. The Issuer also intends to cease being a reporting issuer post-transaction. The partial revocation is time-limited, expiring upon the transaction's completion or after 60 days from the order date, whichever comes first. The decision is based on the OSC's satisfaction that the partial revocation meets the legislative test set out in the Securities Act and related policies. |
| 37.901 | 2023-06-28 | Voyager Metals Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/voyager-metals-inc | The Ontario Securities Commission (OSC) has issued an order for Voyager Metals Inc., determining that the company is no longer considered to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Voyager Metals Inc. had previously been recognized as an offering corporation under the OBCA and had expressed no intention of seeking public financing through securities offerings. On June 28, 2023, Voyager Metals Inc. received an order confirming that it was not a reporting issuer in Ontario or any other Canadian jurisdiction, following the procedure outlined in National Policy 11-206. The company's circumstances as described in the Reporting Issuer Order remain unchanged. The OSC concluded that granting the order would not be harmful to the public interest. Consequently, the order was approved, and Voyager Metals Inc. is now deemed to have ceased offering its securities to the public as of July 4, 2023. This decision aligns with the relevant provisions of the OBCA and the Securities Act (Ontario). |
| 37.898 | 2023-06-29 | BMO Investments Inc. et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). Form 81-101F1 Contents of Simplified Prospectus, Item 8 of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4, 5 of Part I, Item 1.3 of Part II. National Instrument 81-102 Investment Funds, ss. 2.3(1)(f), 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a), 15.8(3)(a.1), 15.9(2) and 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1(1). Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-et-al-7 | The Ontario Securities Commission granted BMO Investments Inc. an exemption allowing new continuing funds to use the historical performance and financial data of corresponding terminating funds in various disclosure documents and communications. This decision was made under the securities legislation of Ontario, specifically referencing National Instruments 81-101, 81-102, and 81-106, which govern mutual fund prospectus disclosure, investment funds, and investment fund continuous disclosure, respectively. The exemption permits the continuing funds to present the formation date, past performance, management expense ratio (MER), trading expense ratio (TER), and fund expenses of the terminating funds in their sales communications, simplified prospectus, fund facts documents, and management reports of fund performance. The rationale is to make the transition seamless for investors and avoid confusion, as the continuing funds will be managed similarly to the terminating funds and will hold the same assets post-merger. The granted relief is subject to conditions ensuring that the continuing funds' disclosures include the historical data of the terminating funds and clearly state the mergers' occurrence. The decision aims to protect investors' interests by providing them with relevant historical data to inform their investment decisions. |
| 37.896 | 2023-06-30 | Integra Resources Corp. and Millennial Precious Metals Corp. | National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 -- all continuous disclosure requirements. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6 -- certification requirements. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1 -- insider reporting obligations. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), ss. 2.1 and 61 -- obligation to file insider profile. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/integra-resources-corp-and-millennial-precious-metals-corp | The Securities Commission has granted Millennial Precious Metals Corp. (Millennial) an exemption from continuous disclosure requirements, certification requirements, and insider reporting requirements, subject to specific conditions. This decision is based on the fact that Millennial is a wholly-owned subsidiary of Integra Resources Corp. (Integra), which is a reporting issuer in all Canadian provinces and territories. Key conditions for the exemption include: 1. Integra must own all voting securities of Millennial. 2. Integra must comply with all filing requirements under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). 3. Millennial can only issue securities to Integra or under certain exemptions, and it must not have any securities traded other than specified warrants and securities held by financial institutions or Integra affiliates. 4. Millennial must file notices or copies of Integra's disclosure documents electronically. 5. Integra must send all disclosure materials to holders of Millennial's warrants. 6. Integra must disclose material changes promptly. 7. Millennial must issue a news release and file a material change report for any material changes not related to Integra. For certification requirements, Millennial is exempt provided it does not file its own interim or annual filings and files copies of Integra's certificates or a notice indicating reliance on Integra's certificates. Insiders of Millennial are exempt from insider reporting requirements if they do not receive non-public material information and are not insiders of Integra in any other capacity, except by virtue of being insiders of Millennial. Additionally, Integra must not beneficially own any Millennial warrants, except those acquired through exercise and not traded. The exemptions are based on the rationale that the disclosure by Millennial would not be meaningful or beneficial to warrant holders and would impose significant costs, given that Integra will consolidate Millennial's financial reporting and is already subject to disclosure obligations. The decision is grounded in the securities legislation of British Columbia and Ontario, specifically sections 13.1 of NI 51-102, 8.6 of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, and sections 2.1, 6.1, and 10.1 of National Instrument 55-102 System for Electronic Disclosure by Insiders and National Instrument 55-104 Insider Reporting Requirements and Exemptions. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where Millennial is a reporting issuer. |
| 37.897 | 2023-06-30 | Banxa Holdings Inc. | Securities Act, R.S.O. 1990, c.S.5, as am., ss. 127, 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/banxa-holdings-inc | The Securities Commission has decided to revoke the cease trade order (CTO) previously issued against Banxa Holdings Inc. due to the company's failure to file certain required continuous disclosure materials. The CTO was initially imposed by both the British Columbia Securities Commission and the Ontario Securities Commission on November 3, 2022. Banxa Holdings Inc. subsequently addressed the filing defaults by updating its continuous disclosure documents. The revocation was granted following an application by Banxa Holdings Inc. under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision to revoke the CTO reflects the satisfaction of the regulatory requirements set out in the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically sections 127 and 144. The revocation order issued by the British Columbia Securities Commission serves as the principal regulator's order and also signifies the concurrence of the Ontario Securities Commission. The revocation of the CTO allows Banxa Holdings Inc. to resume trading under the condition that it remains compliant with the continuous disclosure obligations as mandated by securities legislation. The order was finalized on June 30, 2023. |
| 37.894 | 2023-07-05 | Canoe Financial LP | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4, and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canoe-financial-lp-7 | The Securities Commission has granted an exemption to investment funds managed by Canoe Financial LP (Canoe) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds, which are qualified institutional buyers, to invest in unregistered fixed income securities (144A Securities) without these securities being classified as illiquid assets under NI 81-102. The exemption was sought because the standard definition of illiquid assets in NI 81-102 includes restricted securities, which could encompass 144A Securities due to their prescribed holding period for public resale to non-qualified institutional buyers. However, 144A Securities are immediately tradable among qualified institutional buyers without a holding period, suggesting they are not inherently illiquid. The Commission agreed with Canoe's reasoning that 144A Securities should not be automatically deemed illiquid, as they trade in an active institutional market and can be as liquid or more so than other securities allowed under NI 81-102. The exemption is conditional upon the funds being qualified institutional buyers at the time of purchase and the securities being traded on a mature and liquid market. Additionally, the funds must disclose in their prospectus that they have obtained this exemption. The decision is based on the belief that this exemption will not compromise investor protection or the public interest, and it will allow funds to access a broader range of investment opportunities in the fixed income market. The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where Canoe operates. |
| 37.895 | 2023-07-05 | Canoe Financial LP | National Instrument 81-102 Investment Funds, ss. 1.1, 2.1(1), 2.1(1.1), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canoe-financial-lp-8 | The Securities Commission has granted an exemption to investment funds managed by Canoe Financial LP (Canoe) from the concentration restriction in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest more than the standard limits in debt securities issued by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). The decision is based on the understanding that Fannie Mae and Freddie Mac play a critical role in the U.S. mortgage industry and their debt securities are implicitly guaranteed by the U.S. government, despite the lack of an explicit guarantee. The securities of these government-sponsored entities are considered government securities under the U.S. Investment Company Act of 1940 and have a U.S. government equivalent credit rating. The exemption is subject to conditions, including that the securities must have a U.S. Government Equivalent Rating and a minimum rating of BBB- or equivalent at the time of purchase. The funds must disclose in their prospectus that they have permission to exceed the standard investment concentration limits and must describe the associated risks. If the ratings of the securities fall below the required levels or if the U.S. Congress proposes or enacts legislation that changes or removes the implied guarantee, the funds must divest from these securities to comply with the standard concentration limits of NI 81-102. The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where Canoe operates, in accordance with Multilateral Instrument 11-102 Passport System. |
| 37.890 | 2023-07-06 | 1832 Asset Management L.P. and Dynamic Premium Yield Plus Fund | National Instrument 81-102 Investment Funds, ss. 2.6(2)(c), 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-dynamic-premium-yield-plus-fund | The Ontario Securities Commission granted an exemption to an alternative mutual fund, allowing it to borrow cash up to 100% of its net asset value (NAV), exceeding the usual 50% limit set by National Instrument 81-102 Investment Funds (NI 81-102). This decision was based on the application by 1832 Asset Management L.P. on behalf of Dynamic Premium Yield Plus Fund, which sought increased borrowing flexibility to enhance investment strategies and potentially reduce costs compared to using derivatives. The exemption is subject to conditions ensuring that the fund's aggregate exposure to short selling, cash borrowing, and specified derivatives does not surpass the regulatory leverage limit of 300% of the fund's NAV. Additionally, the fund must comply with all other cash borrowing requirements under NI 81-102 and ensure that the borrowing aligns with the fund's investment objectives and strategies. The fund's prospectus must disclose the increased borrowing capacity and associated risks. The decision was made under the securities legislation of Ontario and relies on the Multilateral Instrument 11-202 Passport System for application in other Canadian jurisdictions. The exemption was granted on the basis that it would enable more effective portfolio management without increasing investor risk, and that it would not constitute a fundamental or material change to the fund's operations. |
| 37.893 | 2023-07-06 | Forstrong Global Asset Management Inc. | National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 5.9 and 19.1. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. National Instrument 81-102 Investment Funds, s. 2.6(1)(a), Parts 9, 10 and 14, and s. 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/forstrong-global-asset-management-inc | The Securities Commission has granted an investment fund managed by Forstrong Global Asset Management Inc. (the Filer) several exemptions from standard regulatory requirements under various National Instruments (NIs), subject to certain conditions. The exemptions are as follows: 1. **Prospectus Form Requirement (ETF Prospectus Form Requirement)**: The Filer is exempt from the requirement to use the prescribed form of prospectus for ETF securities, provided that it files a simplified prospectus in accordance with NI 81-101 and includes any additional disclosure required by Form 41-101F2 that is not contemplated by the simplified prospectus form. The Filer must also disclose information about this exemption in the simplified prospectus. 2. **Underwriter's Certificate Relief**: The Filer and each Fund are exempt from the requirement to include an underwriter's certificate in the Fund's prospectus for ETF securities, recognizing that Authorized Dealers and Designated Brokers do not provide typical underwriting services, are not involved in prospectus preparation, do not perform due diligence, and do not receive fees or commissions for distributing ETF securities. 3. **Take-over Bid Relief**: Purchasers of ETF securities through the NEO Exchange or another marketplace in Canada are exempt from formal take-over bid requirements, acknowledging that it is difficult for securityholders to exercise control over the ETF, the number of outstanding ETF securities is always changing, and there is no incentive to acquire control due to pricing reflecting net asset value. 4. **Borrowing Relief**: Funds that are not alternative mutual funds are exempt from the borrowing restrictions in s. 2.6(1)(a)(i) of NI 81-102, allowing them to borrow cash from their custodian to fund distributions representing amounts owed but not yet received, up to five percent of the net assets of the fund, for a maximum of 45 days, and with appropriate disclosure of the borrowing in the fund's prospectus. 5. **Sales and Redemptions Relief**: The Filer and each Fund are exempt from certain requirements in Parts 9, 10, and 14 of NI 81-102, enabling them to treat ETF securities and non-ETF mutual fund securities as if they were separate funds for compliance purposes, provided they adhere to the relevant parts of NI 81-102 for each type of security. The principal regulator for this application is the British Columbia Securities Commission (BCSC), and the decision also represents the decision of the securities regulatory authority in Ontario. The exemptions are based on the representations made by the Filer and are subject to compliance with specific conditions set out by the Securities Commission. |
| 37.888 | 2023-07-11 | FG Acquisition Corp. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.4, 5.6, and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fg-acquisition-corp | The Ontario Securities Commission granted FG Acquisition Corp. (the Filer), a special purpose acquisition corporation (SPAC), an exemption from the minority approval and formal valuation requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption pertains to the Filer's proposed transaction with ThinkMarkets, which is considered a related party transaction. Key facts include: - The Filer has no operations or revenue until it completes a qualifying acquisition. - Its capital consists of Class A restricted voting shares with redemption rights and Class B shares without such rights but with residual claims on assets upon liquidation. - Gross proceeds from the IPO of Class A shares are in escrow for redemptions and funding the qualifying acquisition. - Class A shares are publicly traded, while Class B shares are not. - The Filer has a deadline to complete a qualifying acquisition, which can be extended with shareholder approval. The reasoning for the exemption is based on the unique structure of the SPAC, where Class A shares do not meet the definition of equity security under MI 61-101 due to their redemption feature. The exemption is contingent on the proposed transaction qualifying for the 25% market capitalization exemption if only Class A shares were considered the Filer's outstanding equity securities. The outcome is that the Filer is exempt from the minority approval and formal valuation requirements, subject to conditions including disclosure in relevant documents and no material changes to the terms of the Class A shares. The decision is underpinned by sections 5.4, 5.6, and 9.1(2) of MI 61-101, which govern the protection of minority security holders in special transactions. |
| 37.886 | 2023-07-13 | Fidelity Investments Canada ULC | : Section 2.1 of NI 81-101. Paragraph 5.3(2)(a) of NI 81-101. Item 2 (Part B Introduction) of Part B (Fund-Specific Information) of Form 81-101F1 Contents of Simplified Prospectus. Section 6.1 of NI 81-101. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-30 | The Ontario Securities Commission granted Fidelity Investments Canada ULC an exemption from the requirement to place the Part B Introduction at the beginning of the Part B section of a simplified prospectus. This decision allows Fidelity to consolidate the Part B Introductions into a single document and combine it with the Part A section, thereby reducing duplication and enhancing convenience for investors. The exemption was sought under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), specifically from section 2.1 and item 2 of Part B of Form 81-101F1. The decision was based on representations from Fidelity, including their compliance with securities legislation, the structure of their funds, and the absence of material changes since their last filing. The decision was made in the context of recent regulatory amendments aimed at reducing the burden for investment funds, which included the repeal of the Annual Information Form requirement and changes to the Form 81-101F1. The regulator concluded that the exemption would not be prejudicial to the public interest and would serve to streamline information presentation without affecting the content's substance. The exemption was granted based on the test set out in the relevant securities legislation. |
| 37.887 | 2023-07-13 | Guardian Capital LP | National Instrument 41-101 -- General Prospectus Requirements, ss. 3.1(2) and 19.1(1). National Instrument 81-102 -- Investment Funds, Parts 9, 10 and 14 and s. 19.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-7 | The Securities Commission has granted Guardian Capital LP (the Filer) relief from certain requirements for mutual funds that offer both exchange-traded and conventional series under a single simplified prospectus. The relief allows the Filer to avoid filing a long-form prospectus for exchange-traded fund (ETF) securities, provided a simplified prospectus is filed in accordance with National Instrument 41-101 (NI 41-101) and National Instrument 81-101 (NI 81-101), excluding Fund Facts requirements. Additionally, the Filer is permitted to treat ETF and mutual fund securities as separate entities for compliance with parts 9, 10, and 14 of National Instrument 81-102 (NI 81-102), which governs investment funds. This exemption is subject to conditions ensuring that mutual fund securities comply with the relevant parts of NI 81-102 for non-exchange-traded funds, and ETF securities comply with the parts applicable to exchange-traded funds. The decision is based on representations by the Filer that include the structure and operations of the funds, the listing of ETF securities on recognized marketplaces, and the distribution mechanisms for both ETF and mutual fund securities. The Filer has also committed to including additional disclosures in the simplified prospectus to differentiate between the ETF and mutual fund securities and to file ETF Facts documents as required. The Ontario Securities Commission, as the principal regulator, has approved the exemptions, satisfied that they meet the legislative test for such decisions. The exemptions are conditional upon the Filer's compliance with the specified conditions and are intended to facilitate efficient fund offerings while maintaining investor protections. |
| 37.884 | 2023-07-14 | ZoomMed Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/zoommed-inc-0 | The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against ZoomMed Inc. The CTO was initially put in place because the company failed to file certain continuous disclosure materials as required by Ontario securities law. ZoomMed Inc. has since addressed these defaults by updating its continuous disclosure filings. Consequently, the Commission, under the authority of Section 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended) and guided by National Policy 11-207, has determined that the conditions for revoking the CTO have been met. The decision, which applies to both Québec and Ontario, confirms that the company is now in compliance with the necessary disclosure requirements, and therefore, the CTO has been officially revoked. |
| 37.885 | 2023-07-14 | FG Acquisition Corp. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.4, 5.6, and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fg-acquisition-corp-0 | The Ontario Securities Commission granted FG Acquisition Corp. (the Filer), a special purpose acquisition corporation (SPAC), an exemption from the minority approval and formal valuation requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption pertains to the Filer's proposed transaction involving the exchange of Class B shares for new exchange preferred shares as part of its qualifying acquisition of ThinkMarkets. Key facts include: - The Filer is a SPAC with no operations or revenue until it completes a qualifying acquisition. - The Filer's capital includes Class A restricted voting shares, which are redeemable and listed on the Toronto Stock Exchange (TSX), and Class B shares, which are not redeemable, do not have access to escrow funds, and are not publicly traded. - The gross proceeds from the IPO of Class A shares are in escrow to fund the qualifying acquisition and satisfy any redemptions. - The proposed transaction is a related party transaction under MI 61-101, as it involves an acquisition of shares from the Filer's sponsors. The reasoning for the exemption is based on the unique structure of the SPAC, where the Class A restricted voting shares do not meet the definition of equity security under MI 61-101 due to their redeemable nature and lack of residual rights. The exemption is conditional on the proposed transaction qualifying for the 25% market capitalization exemption under MI 61-101 if the Class A shares were considered the only outstanding equity securities of the Filer. The outcome is that the Filer is exempt from the minority approval and formal valuation requirements, subject to conditions that include specific disclosure obligations in connection with the proposed transaction and the qualifying acquisition. The exemption is also contingent on no material changes to the terms of the Class A restricted voting shares. |
| 37.883 | 2023-07-17 | Friedberg Mercantile Group Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/friedberg-mercantile-group-ltd-2 | The Securities Commission has granted an exemption to Friedberg Mercantile Group Ltd. (the Filer) from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in applicable jurisdictions. The Filer, registered as an investment dealer in Canada and a member of the Investment Industry Regulatory Organization of Canada (IIROC), is permitted to continue offering CFDs under specific terms and conditions, including the use of a clear and plain language risk disclosure document instead of a prospectus. The decision is based on the Filer's compliance with IIROC rules and acceptable practices, including capital requirements and risk management strategies. The Filer's online trading platform provides real-time client reporting and automated risk management systems to help manage the risks associated with leveraged products. The granted relief is consistent with previous exemptions and with the guidelines set out in OSC Staff Notice 91-702. It is subject to conditions such as the Filer's continued registration as an investment dealer, adherence to IIROC rules, and the provision of risk disclosure documents to clients. The exemption includes a four-year sunset clause and may be revoked under certain conditions, such as regulatory changes or disciplinary actions against the Filer. The relevant laws and regulations underpinning the outcome include the Securities Act (Ontario), OSC Rule 91-502 Trades in Recognized Options, and the proposed but not adopted OSC Rule 91-504 OTC Derivatives. The decision also takes into account the regulatory framework of the Quebec Derivatives Act for offering similar products in Quebec. |
| 37.880 | 2023-07-18 | Aumento Capital X Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aumento-capital-x-corp | The Securities Commission has granted Aumento Capital X Corp. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to the reporting requirements of the securities legislation in Canadian jurisdictions where it was recognized as such. This decision is based on the Filer meeting certain criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the provisions of National Policy 11-206, Multilateral Instrument 11-102 Passport System, and other relevant securities regulations. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer met the necessary conditions for the order to be granted. |
| 37.881 | 2023-07-18 | Tony G Co-Investment Holdings Ltd. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tony-g-co-investment-holdings-ltd | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) previously issued against Tony G Co-Investment Holdings Ltd. (the Issuer). The CTO was initially imposed on June 6, 2022, due to the Issuer's failure to file required annual financial statements, management's discussion and analysis (MD&A), and certifications for the year ended January 31, 2022, as mandated by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109). Subsequently, the Issuer also failed to file additional continuous disclosure materials for interim periods and the following year. However, the Issuer has since remedied these defaults by updating all required filings and paying outstanding fees. The Issuer has also provided the OSC with a written undertaking that includes holding an annual meeting of shareholders within three months after the revocation of the CTO and not completing certain types of transactions unless specific conditions are met. The OSC, acting as the Principal Regulator and considering the Issuer's compliance with continuous disclosure obligations and other regulatory requirements, determined that revoking the CTO is justified. The decision was made under the authority of Section 144 of the Securities Act (R.S.O. 1990, c.S.5) and in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation order was issued on July 18, 2023, and the Issuer is expected to issue a news release and file a material change report on the revocation and its future plans. |
| 37.882 | 2023-07-18 | PenderFund Capital Management Ltd et al. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd-et-al-0 | The Securities Commission has granted an order for PenderFund Capital Management Ltd. (the Filer) and its associated funds, Pender Strategic Growth and Income Fund and Pender Global Focused Fund (the Funds), to cease being reporting issuers. This decision is based on the following key points: 1. The Funds are not OTC reporting issuers, meaning they are not subject to the reporting requirements for issuers quoted in the U.S. over-the-counter markets as per Multilateral Instrument 51-105. 2. The ownership of the Funds' securities is limited, with fewer than 15 security holders in each jurisdiction of Canada and less than 51 globally. 3. The Funds' securities are not traded on any marketplace or facility where trading data is publicly reported, as defined in National Instrument 21-101. 4. The Filer has requested the order for the Funds to cease being reporting issuers in all Canadian jurisdictions where they currently have this status. 5. The Funds are not in default of any securities legislation in any jurisdiction. The decision, which aligns with the test set out in the applicable securities legislation, is supported by the British Columbia Securities Commission as the principal regulator and reflects the decision of the securities regulatory authority in Ontario. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c.S.5, as amended, s. 1(10)(a)(ii), and the Securities Act, R.S.B.C. 1996, c. 418, s. 88. The order is in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and is also influenced by the Multilateral Instrument 11-102 Passport System. |
| 37.878 | 2023-07-20 | Tralucent Asset Management Inc. | National Instrument 81-102 Investment Funds, ss 6.1(1), 6.8.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tralucent-asset-management-inc-0 | The Securities Commission has granted an exemption to Tralucent Asset Management Inc. (the Filer) on behalf of the Tralucent Global Alt (Long/Short) Equity Fund (the Existing Fund) and any future funds managed by the Filer that are mutual funds or alternative mutual funds. This exemption allows these funds to deposit portfolio assets with a borrowing agent that is not their custodian or sub-custodian for the purpose of short selling securities. Under National Instrument 81-102 Investment Funds (NI 81-102), the exemption permits mutual funds (other than alternative mutual funds) to deposit with a borrowing agent up to 10% of the fund's net asset value (NAV), and alternative mutual funds up to 25% of the NAV, excluding the value of proceeds from outstanding short sales. The exemption is subject to the condition that each fund complies with subsections 6.8.1(2) and (3) of NI 81-102. The rationale for the exemption includes the operational challenges and costs associated with appointing Prime Brokers as custodians or sub-custodians, and the need to avoid managing multiple Prime Broker relationships, which can introduce unnecessary complexity and additional operational costs. The decision was made under the securities legislation of Ontario and relies on National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemption is intended to be relied upon in all Canadian provinces and territories except Québec. The Filer is a registered portfolio manager, investment fund manager, and exempt market dealer in various Canadian provinces and is not in default of any securities legislation. |
| 37.879 | 2023-07-20 | Brownstone Asset Management Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, subparagraphs 13.5(2)(b)(ii)-(iii) and s. 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brownstone-asset-management-inc | The Securities Commission has granted Brownstone Asset Management Inc. (the Filer) an exemption from certain provisions of National Instrument 31-103, specifically subparagraphs 13.5(2)(b)(ii) and (iii), which generally restrict in specie transfers involving managed accounts and pooled funds. This exemption allows the Filer to conduct in specie subscriptions, where securities held in a managed account are used as consideration for fund securities, under specific conditions. The Filer, an Alberta-based corporation, is registered as an adviser, investment fund manager, and exempt market dealer across various Canadian provinces. The Filer manages both existing and future pooled funds, which are not reporting issuers and sell securities privately in Canada. The Filer also offers discretionary portfolio management services to clients through managed accounts. The exemption is contingent upon several conditions, including obtaining prior written consent from clients for in specie transfers, ensuring the securities transferred align with the fund's investment objectives, and maintaining equal value between the transferred securities and the fund securities issued. Additionally, the transferred securities must not be considered illiquid assets, and the Filer must keep detailed records of all in specie transfers for five years. The Filer or its affiliates cannot receive compensation from the sale of fund securities, except for nominal administrative and commission charges. This decision is based on the Filer's representations and is subject to the test set out in the applicable securities legislation. The Alberta Securities Commission is the principal regulator, and the decision also applies to British Columbia, Nova Scotia, and Ontario through the Passport System. |
| 37.876 | 2023-07-21 | Dynamic Technologies Group Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dynamic-technologies-group-inc | The Securities Commission has granted Dynamic Technologies Group Inc. (the Filer) an order to cease being a reporting issuer. The Filer, an Alberta corporation, is a reporting issuer in British Columbia, Alberta, and Ontario but does not have a head office. It initiated creditor protection proceedings under the Companies' Creditor Arrangement Act (Canada) and underwent a sales and investment solicitation process. The Filer failed to file its annual financial statements and other continuous disclosure documents, resulting in cease trade orders in Alberta and Ontario. However, the Filer completed a court-approved transaction that involved the cancellation of existing shares, issuance of a new share to a subsidiary of Promising Expert Limited, and other reorganization activities. The Filer's securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, with no trading on any marketplace. Although the Filer could not use the simplified procedure due to its default in securities legislation, it has been granted relief from its reporting obligations following the anticipated full revocation of the cease trade orders. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the relevant securities legislation of Alberta and Ontario. The Alberta Securities Commission is the principal regulator for this application, and the order reflects the decisions of both Alberta and Ontario securities regulatory authorities. |
| 37.877 | 2023-07-21 | Dynamic Technologies Group Inc. | Securities Act, R.S.O. 1990 c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dynamic-technologies-group-inc-0 | The Securities Commission has decided to revoke the cease trade order (CTO) previously issued against Dynamic Technologies Group Inc. (the Issuer). The CTO was initially imposed due to the Issuer's failure to file annual and interim financial statements, management's discussion and analysis, and related certificates. The Issuer also failed to file subsequent interim financial statements and certificates after the CTO was issued. Subsequently, the Issuer applied for and was granted a decision by securities regulatory authorities in Alberta and Ontario to no longer be considered a reporting issuer in those jurisdictions. This decision was made in accordance with the relevant securities legislation, specifically sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended). Given that the Issuer is no longer a reporting issuer, the Securities Commission, with the Principal Regulator being in Alberta and the Decision Maker in Ontario, has satisfied the legislative test to revoke the CTO. The revocation of the CTO is effective from the date the Issuer is deemed to no longer be a reporting issuer. |
| 37.874 | 2023-07-24 | Superior Gold Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/superior-gold-inc | The Securities Commission issued a decision regarding Superior Gold Inc.'s (the Filer) application to cease being a reporting issuer. The Filer sought this order under the securities legislation of Ontario, where the Ontario Securities Commission acted as the principal regulator. The application was made in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer. The Filer's application was supported by several key representations: 1. The Filer was not classified as an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities were held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The Filer's securities were not traded on any public marketplace or facility in Canada or internationally. 4. The Filer sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status. 5. The Filer was not in violation of any securities legislation in any jurisdiction. Based on these representations and the compliance with relevant legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), the principal regulator agreed that the Filer met the necessary criteria and granted the order for the Filer to cease being a reporting issuer. This decision allows the Filer to stop adhering to the reporting obligations that come with this status in Canada. |
| 37.873 | 2023-07-25 | Anacortes Mining Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/anacortes-mining-corp | The Securities Commission has granted Anacortes Mining Corp. (the Filer) an order to cease being a reporting issuer, based on an application under the securities legislation of British Columbia and Ontario. The decision was made in accordance with National Policy 11-206, which outlines the process for such applications. Key facts leading to this decision include: 1. The Filer is not an OTC reporting issuer. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The Filer is not in default of any securities legislation. The outcome, supported by the relevant securities legislation, particularly section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), is that the Filer has been granted the order it sought and has ceased to be a reporting issuer. This decision was made by the British Columbia Securities Commission, which served as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The Filer's reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta was also noted in the process. |
| 37.872 | 2023-07-27 | Aumento Capital X Corp. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aumento-capital-x-corp-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Aumento Capital X Corp. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation with its head office in Toronto, Ontario, has stated that it does not plan to seek public financing through securities offerings. Previously, on July 18, 2023, the Applicant received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC, considering that granting the order would not harm the public interest, has ordered that the Applicant is deemed to have ceased public securities offerings as of July 27, 2023. |
| 37.870 | 2023-07-28 | BELLUS Health Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bellus-health-inc | The Securities Commission has granted Bellus Health Inc. (the Filer) an order to cease being a reporting issuer. The decision is based on the following key points: 1. The Filer is not an OTC reporting issuer under specific regulations. 2. The Filer's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The Filer is not in violation of any securities legislation. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order reflects the consensus of the Decision Makers that the Filer meets the legislative criteria to cease being a reporting issuer. |
| 37.871 | 2023-07-28 | CoinSmart Financial Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/coinsmart-financial-inc | The Securities Commission has granted CoinSmart Financial Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Filer meeting specific criteria outlined in the Securities Act (Ontario) and related regulations, particularly section 1(10)(a)(ii). The Filer represented that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the Filer is not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the Filer satisfied the necessary conditions to cease being a reporting issuer, as per the legislative requirements. The outcome allows the Filer to discontinue its reporting obligations in Canada. |
| 37.869 | 2023-07-31 | Superior Gold Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/superior-gold-inc-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Superior Gold Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation under the OBCA with its head office in Toronto, has stated that it does not plan to seek public financing through securities offerings. Furthermore, the Applicant has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC, having reviewed the Applicant's representations and finding no public interest concerns, has granted the order, effectively acknowledging the Applicant's private status as of July 31, 2023. |
| 37.868 | 2023-08-02 | Spruce Ridge Resources Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spruce-ridge-resources-ltd | The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) against Spruce Ridge Resources Ltd. The CTO was initially issued due to the company's failure to file certain continuous disclosure documents as required by Ontario securities law. These documents included annual audited financial statements, management's discussion and analysis for the fiscal year, and certifications of annual filings for the year ended April 30, 2022. Additional filings for interim periods and other regulatory documents were also not submitted in a timely manner. Spruce Ridge Resources Ltd. has since remedied these defaults by updating all required continuous disclosure filings and paying any outstanding fees. The company has also confirmed that it is not involved in any discussions related to major corporate restructuring such as reverse take-overs or mergers, and there have been no undisclosed material changes in its business affairs. Based on the company's compliance with continuous disclosure obligations and the absence of any other defaults or ongoing restructuring discussions, the OSC has concluded that revoking the CTO is appropriate. The decision was made under the authority of Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. Following the revocation, Spruce Ridge Resources Ltd. is required to issue a news release announcing the revocation and file it on the System for Electronic Document Analysis and Retrieval (SEDAR+). |
| 37.865 | 2023-08-03 | Tralucent Asset Management Inc. and Tralucent Global Alt (Long/Short) Equity Fund | National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2) and s. 19.1. National Instrument 81-102 Investment Funds, Parts 9, 10 and 14 and s. 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tralucent-asset-management-inc-and-tralucent-global-alt-longshort-equity-fund | The Securities Commission has granted an exemption to Tralucents Asset Management Inc. (the Filer) and its associated funds, including the Tralucents Global Alt (Long/Short) Equity Fund (the Existing Fund) and any future funds offering exchange-traded fund securities (ETF Securities) managed by the Filer or its affiliates (collectively, the Funds). This exemption allows the Funds to offer both ETF Securities and conventional mutual fund securities under the same prospectus, deviating from the standard requirement of filing a long form prospectus for ETF Securities as mandated by National Instrument 41-101 General Prospectus Requirements (NI 41-101). The exemption permits the Filer to prepare and file a simplified prospectus in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), including additional disclosures required by Form 41-101F2 that are not covered by Form 81-101F1, specifically for ETF Securities. The Filer is also required to file ETF Facts as prescribed by Form 41-101F4 for ETF Securities and a Fund Facts document as prescribed by Form 81-101F3 for conventional mutual fund securities. Additionally, the Commission has granted technical relief from Parts 9, 10, and 14 of National Instrument 81-102 Investment Funds (NI 81-102), allowing each fund to treat its ETF Securities and conventional mutual fund securities as separate mutual funds for compliance purposes. The exemption also includes relief from including an underwriter's certificate in the Fund's prospectus for ETF Securities (Underwriter's Certificate Relief) and from take-over bid requirements for persons or companies purchasing ETF Securities through the Toronto Stock Exchange or another marketplace (Take-Over Bid Relief). The decision is based on representations by the Filer, including the nature of the Funds, the distribution process for ETF Securities, and the roles of Authorized Dealers and Designated Brokers. The Filer has argued that Authorized Dealers and Designated Brokers do not provide typical underwriting services and do not receive fees or commissions for distributing ETF Securities, making the underwriter's certificate impractical. Additionally, the Filer contends that the application of take-over bid requirements to ETF Securities would negatively impact their liquidity and is unnecessary due to the difficulty in exercising control over the Funds and the fluctuating number of outstanding ETF Securities. The principal regulator, the Ontario Securities Commission, is satisfied that the exemption is justified and has granted the Exemption Sought. |
| 37.866 | 2023-08-03 | Tralucent Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. National Instrument 41-101 General Prospectus Requirements, s. 3B.2. Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus. Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. Item 5 of Part I of Form 41-101F4 Information Required in an ETF Facts Document. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tralucent-asset-management-inc-1 | The Securities Commission has granted an alternative mutual fund, managed by Tralucent Asset Management Inc., exemption from certain requirements under National Instrument 81-102 Investment Funds and related regulations. This exemption allows the fund to use past performance data from a period when its securities were offered on a prospectus-exempt basis for sales communications and risk classification. The fund, which has the same investment objectives and fee structure as during the prospectus-exempt period, can now include this historical data in its simplified prospectus, fund facts document, and ETF facts document, as well as in its annual and interim management reports of fund performance. The decision is based on the fund's compliance with the conditions set forth by the regulator, including the filing of a simplified prospectus and ETF facts document in accordance with the prescribed forms, and treating ETF Securities and Mutual Fund Securities as if they were separate funds for compliance with parts of National Instrument 81-102. The exemption is contingent upon the fund's adherence to these conditions and the inclusion of disclosure regarding the decision in the fund's simplified prospectus. |
| 37.867 | 2023-08-03 | Tralucent Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. National Instrument 41-101 General Prospectus Requirements, s. 3B.2. Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus. Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. Item 5 of Part I of Form 41-101F4 Information Required in an ETF Facts Document. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tralucent-asset-management-inc-2 | The Securities Commission has granted an alternative mutual fund, managed by Tralucent Asset Management Inc., exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), National Instrument 41-101 General Prospectus Requirements (NI 41-101), and National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). This decision allows the fund to include past performance data in its sales communications, fund facts, ETF facts documents, and management reports of fund performance, even though this data is from a period before the fund was distributing securities under a simplified prospectus and had not done so for 12 consecutive months. The fund, which aims to exceed the growth of the MSCI World Index through long-short investments in exchange-traded securities, has been managed consistently since its inception and will continue to be managed in the same manner as a reporting issuer. The fund has complied with the investment restrictions and practices of NI 81-102 since its establishment. The relief is conditional upon the fund disclosing that it was not a reporting issuer during the period the past performance data relates to, that expenses would have been higher had it been a reporting issuer, and that the fund received exemptive relief to disclose such past performance data. Additionally, the fund's financial statements for the relevant period must be available on the Filer's website and provided to investors upon request. The exemptions are based on the premise that the past performance data is meaningful for investors and that the fund's management and fee structure have remained consistent. The decision facilitates the fund's transition to a reporting issuer while maintaining transparency for investors regarding its historical performance. |
| 37.863 | 2023-08-08 | Tralucent Asset Management Inc. and Tralucent Global Alt (Long/Short) Equity Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tralucent-asset-management-inc-and-tralucent-global-alt-longshort-equity-fund-0 | The Ontario Securities Commission has decided to grant Tralucent Asset Management Inc., the manager of Tralucent Global Alt (Long/Short) Equity Fund, an exemption from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement typically prohibits the filing of a prospectus more than 90 days after the issuance of a receipt for the preliminary prospectus. The decision was made following an application by the Filer, dated July 11, 2023, and is contingent on the prospectus being filed no later than September 15, 2023. The exemption is based on the information and representations provided in the application and is intended to facilitate the filing of the Fund's prospectus beyond the standard 90-day period. Darren McKall, Manager of the Investment Funds and Structured Products Branch, communicated the decision, which will be formalized through the issuance of a receipt for the Fund’s prospectus. |
| 37.862 | 2023-08-09 | Lysander Funds Limited | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/lysander-funds-limited-3 | The Securities Commission has granted an exemption to investment funds managed by Lysander Funds Limited, allowing them to treat certain unregistered fixed income securities, known as 144A Securities, as liquid assets. These securities are typically restricted under National Instrument 81-102 Investment Funds (NI 81-102) due to prescribed holding periods that classify them as illiquid assets. However, the exemption acknowledges that 144A Securities can be traded freely among qualified institutional buyers without holding periods, indicating a level of liquidity that justifies the exemption. The key conditions for the exemption are that the purchasing fund must be a qualified institutional buyer at the time of purchase, the securities must be traded on a mature and liquid market, and they must not be considered illiquid under other parts of NI 81-102. Additionally, the funds must disclose in their prospectus that they have obtained this exemption. The decision is based on the reasoning that 144A Securities have become a significant and liquid part of the U.S. corporate bond market, and that the exemption will not prevent funds from meeting redemption requests. It also considers that preventing funds from investing in 144A Securities could limit their access to investment opportunities. The exemption is subject to the condition that the funds continue to meet the requirements for being a qualified institutional buyer and that the liquidity of the 144A Securities is maintained. The decision is made under the authority of sections 1.1, 2.4, and 19.1 of NI 81-102, and is intended to be relied upon in multiple Canadian jurisdictions as per Multilateral Instrument 11-102 Passport System. |
| 37.859 | 2023-08-10 | EarthRenew Inc. – s. 21(b) of O. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B. 16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/earthrenew-inc-s-21b-o-reg-39821-obca | The Ontario Securities Commission (OSC) has granted consent to EarthRenew Inc., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue as a corporation under the Business Corporations Act (Alberta) (ABCA). This decision is based on the application submitted by EarthRenew Inc. and the assessment that the continuance would not be prejudicial to the public interest. Key points from the application include: - EarthRenew Inc.'s common shares are traded on the Canadian Securities Exchange. - The company has a significant presence in Alberta, with its head office and majority of assets, operations, and employees located there. - The rights, duties, and obligations under the ABCA are substantially similar to those under the OBCA. - EarthRenew Inc. is a reporting issuer in multiple Canadian provinces and is in compliance with all relevant securities legislation. - The company's shareholders overwhelmingly approved the continuance, with no dissenting votes. The OSC's consent is required under subsection 21(b) of the Ontario Regulation 398/21 made under the OBCA for the continuance to proceed. The decision was made on August 10, 2023, and is in accordance with the relevant laws and regulations, including the OBCA, the Securities Act (Ontario), and the regulations and rules made thereunder. |
| 37.860 | 2023-08-10 | Forge First Asset Management Inc. | National Instrument 81-105 Mutual Fund Sales Practices, ss. 5.1(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/forge-first-asset-management-inc | The Ontario Securities Commission granted Forge First Asset Management Inc. (the Filer) an exemption from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105). This exemption allows the Filer to cover direct costs for participating dealers related to sales communications, investor conferences, or seminars that primarily provide educational information on financial planning. The exemption is subject to conditions ensuring compliance with other subsections of NI 81-105, no sales requirements for the Filer's funds, no additional incentives for recommending the funds, and the provision of only general educational information without specific advice. The materials must be prepared or approved by the Filer, and the content must clearly state its informational purpose and indicate the types of professionals qualified to give advice on the topics presented. This decision facilitates investor access to financial planning education, potentially aiding their financial decision-making involving mutual funds. |
| 37.856 | 2023-08-11 | Reunion Neuroscience Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reunion-neuroscience-inc | The Securities Commission has granted Reunion Neuroscience Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Filer meeting several conditions: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the relevant legislation. The Ontario Securities Commission, acting as the principal regulator, has approved the application following the Process for Cease to be a Reporting Issuer Applications, with the decision also applying to several other Canadian provinces through Multilateral Instrument 11-102 Passport System. |
| 37.857 | 2023-08-11 | Dye & Durham Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dye-durham-limited-1 | The Ontario Securities Commission granted Dye & Durham Limited (the Filer) an exemption from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which mandates that an issuer must take up all securities deposited and not withdrawn under an issuer bid before extending the bid if all terms and conditions have been met. This exemption is in relation to the Filer's issuer bid to repurchase a portion of its outstanding 3.75% unsecured convertible debentures due March 1, 2026, through a modified Dutch auction procedure. The Filer's board believes that the bid is an efficient means of providing value to debenture holders and is in the best interests of the Filer. The bid was initiated on July 26, 2023, and is set to expire on August 30, 2023. The Filer may wish to extend the offer if the aggregate purchase price of the debentures tendered is less than the maximum aggregate purchase price, but cannot determine the final purchase price until all tenders are accounted for, including any made during an extension period. The exemption is conditional upon the Filer taking up and paying for, or dealing with, the deposited debentures in the manner outlined in the issuer bid circular and issuing a press release announcing the exemption within one business day of receipt. The decision is based on the Filer's representations, including its status as a reporting issuer in good standing, the belief that the bid is a prudent use of financial resources, and the independent valuation of the debentures. The exemption allows the Filer to extend the offer without first taking up all tendered debentures, facilitating a more flexible and potentially more successful bid process. |
| 37.858 | 2023-08-11 | Uni-Select Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/uni-select-inc | The Securities Commission has approved an application by Uni-Select Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made based on several key factors: 1. Uni-Select Inc. is not classified as an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and under 51 holders globally. 3. Uni-Select Inc.'s securities are not traded on any public marketplace or facility in Canada or internationally. 4. The company is not in violation of any securities legislation. The order was granted under the authority of the securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). The Autorité des marchés financiers served as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. This outcome allows Uni-Select Inc. to discontinue its obligations as a reporting issuer under Canadian securities laws. |
| 37.855 | 2023-08-14 | Invictus MD Strategies Corp. | : Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).Securities Act, R.S.B.C. 1996 , c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invictus-md-strategies-corp-0 | The Securities Commission has granted Invictus MD Strategies Corp. (the Filer) an order to cease being a reporting issuer in Canada. The Filer, headquartered in British Columbia, is a reporting issuer in multiple Canadian jurisdictions. Following a creditor arrangement and a series of corporate actions, including an amalgamation and a plan of arrangement, the number of the Filer's shareholders was significantly reduced. The Filer is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide. There is no public trading of the Filer's securities. The Filer has resolved previous defaults related to the failure to file certain financial documents, which led to a cease trade order (FFCTO). The Filer has requested a full revocation of the FFCTO and is not in default of any securities legislation, except for the aforementioned issues. The decision to grant the order is based on the Filer meeting the criteria set out in the applicable securities legislation, specifically under section 88 of the Securities Act (British Columbia) and section 1(10)(a)(ii) of the Securities Act (Ontario). The order indicates that the Filer has ceased to be a reporting issuer in all Canadian jurisdictions where it previously had this status. |
| 37.853 | 2023-08-18 | Invictus MD Strategies Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invictus-md-strategies-corp-1 | The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Invictus MD Strategies Corp. (the Issuer). These CTOs were initially put in place because the Issuer failed to file certain required continuous disclosure materials. The revocation follows an application by the Issuer under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision was made by the British Columbia Securities Commission (BCSC) as the Principal Regulator, in conjunction with the Ontario Securities Commission (OSC), with both being referred to as Decision Makers. The Issuer is no longer a reporting issuer in any Canadian jurisdiction where it previously had this status. The revocation order is based on the legislative provisions of the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 144, and is supported by the criteria set out in the relevant securities legislation that governs the Decision Makers' authority to revoke such orders. The outcome is that the CTOs issued against the Issuer on February 4, 2021, by both the BCSC and the OSC have been revoked as of August 18, 2023. This decision reflects the regulators' satisfaction that the Issuer has met the conditions for revocation as outlined in the applicable legislation and policies. |
| 37.854 | 2023-08-18 | TransCanada Pipelines Limited | Securities Act, R.S.A. 2000, c. S-4, s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/transcanada-pipelines-limited-2 | The Securities Commission has granted TransCanada Pipelines Limited (the Filer) an exemption from the prospectus requirement for the distribution of certain commercial paper/short-term debt instruments in Canada. This exemption is conditional and is based on the Filer's inability to meet the credit rating threshold condition required by section 2.35 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) following a downgrade by DBRS Limited on July 25, 2023. Key points include: - The Filer is a corporation with common shares owned by TC Energy Corporation, both of which are reporting issuers in good standing in all Canadian jurisdictions. - The Filer's commercial paper program involves selling negotiable promissory notes or commercial paper with a maturity of no more than one year from the date of issue. - The Filer's commercial paper previously met the credit rating requirements of NI 45-106 but can no longer do so due to the downgrade. - The exemption allows the Filer to resume distributions under its commercial paper program to accredited investors, excluding certain individuals and entities as defined in NI 45-106. - Trades must be made through registered investment dealers to qualified purchasers in Canada. - The granted exemption is subject to conditions, including credit rating requirements, purchaser qualifications, and dealer agreements to follow specified procedures. - The exemption is valid until July 31, 2028. The decision was made by the Alberta Securities Commission as the principal regulator, in conjunction with the Ontario Securities Commission, and relies on the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 37.850 | 2023-08-24 | RBC Dominion Securities Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., subsection 58(1). National Instrument 44-101 Short Form Prospectus Distributions, s. 2.1 and 8.1. National Instrument 44- 102 Shelf Distributions, ss. 2.1, 5.5 and 11.1. Form 44-101F1 Short Form Prospectus, Item 11. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-dominion-securities-inc-et-al-6 | The Securities Commission has granted RBC Dominion Securities Inc. and its affiliates (collectively, the Filers) exemptions from certain requirements under National Instrument 44-102 Shelf Distributions and National Instrument 44-101 Short Form Prospectus Distributions. These exemptions will allow the Filers to file a shelf prospectus and prospectus supplements for the distribution of corporate strip securities derived from debt obligations of Canadian corporations and trusts as part of their CARS and PARS Programme. The granted exemptions include relief from the eligibility criteria to file a shelf prospectus, the requirement for the prospectus to contain a certificate of the issuer, and the requirement for the prospectus to incorporate by reference documents of the underlying issuer. The decision is conditional on the underlying obligations being qualified for distribution under a prospectus with a receipt issued by regulators in specific provinces, and at least four months have passed since the closing of the original issue of the underlying obligations. The Filers must also ensure that the underlying issuer is eligible to file a short form prospectus at the offering date, and the receipt for the prospectus filed under this decision is not effective after October 24, 2025. Additionally, the offering and sale of the Strip Securities must comply with all other requirements of the relevant National Instruments, except for those from which an exemption has been granted. The decision also requires the Filers to issue a press release and file a material change report for any significant changes to the CARS and PARS Programme or changes in the operating rules of CDS that could affect holders of Strip Securities. All relevant documents must be filed on SEDAR+ under the profile for the CARS and PARS Programme, and applicable filing fees must be paid. This decision is based on the representations made by the Filers, including their compliance with securities legislation, the operation of the CARS and PARS Programme since 2002, and the procedures for the creation, sale, and transfer of Strip Securities. The decision ensures that the Strip Securities can be offered to investors while maintaining certain investor protections and regulatory standards. |
| 37.851 | 2023-08-24 | Frontenac Mortgage Investment Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/frontenac-mortgage-investment-corporation-3 | The Ontario Securities Commission (OSC) has granted Frontenac Mortgage Investment Corporation (the Filer) an extension for the time limits associated with filing a renewal prospectus. The Filer's current long-form prospectus, dated June 16, 2022, was set to lapse on June 16, 2023. An initial extension was granted to August 15, 2023, requiring the Filer to file a prospectus by August 25, 2023, and receive a receipt by September 4, 2023, to continue uninterrupted distribution of its common shares. However, the Filer is still engaged in the comment process with OSC Staff regarding an amendment to the current prospectus and a pro forma prospectus, which has not been concluded in time to meet the extended deadline. As a result, the Filer has ceased distribution under the current prospectus and will not resume until the process is complete and a receipt for the final prospectus is issued. The Filer requested further relief to extend the lapse date to October 16, 2023, to allow for the completion of the comment process and the filing of a final prospectus. The OSC has granted this relief based on the Filer's representations, including that there have been no material changes in its affairs since the last amendment receipt date and that it will file an amendment if any material changes occur. The OSC determined that granting the requested relief is not prejudicial to the public interest. The decision is grounded in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Filer has also indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in several Canadian provinces. |
| 37.852 | 2023-08-24 | Highvista Gold Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s.144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/highvista-gold-inc | Highvista Gold Inc., a reporting issuer in Ontario, British Columbia, Alberta, and Saskatchewan, was subject to a cease trade order (CTO) due to its failure to file annual financial statements and related documents for the year ended March 31, 2019, as well as interim filings for the period ended June 30, 2019. These filings were required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109). After rectifying the defaults by updating its continuous disclosure filings, Highvista Gold Inc. applied for a revocation of the CTO under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207). The company also provided an undertaking that it would not complete certain types of transactions involving non-Canadian businesses unless it complied with specific prospectus filing requirements. The Ontario Securities Commission (OSC) reviewed the application and determined that Highvista Gold Inc. had remedied the defaults, paid all required fees, updated its SEDAR+ profile, and had no material changes in its business that were not disclosed. The OSC also considered the company's undertakings, including holding an annual meeting of shareholders within 90 days of the revocation. Based on these considerations, the OSC concluded that revoking the CTO was justified under the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144. Consequently, the OSC issued an order revoking the CTO on August 24, 2023. |
| 37.849 | 2023-08-25 | Acerus Pharmaceuticals Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii) and 144. National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/acerus-pharmaceuticals-corporation-0 | The Securities Commission has granted an order for Acerus Pharmaceuticals Corporation ("the Issuer") to no longer be considered a reporting issuer, following a successful application under National Policy 11-206. This decision also includes a full revocation of a previous failure-to-file cease trade order (FFCTO) that was issued due to the Issuer's failure to file certain financial documents. The Issuer had been under creditor protection since January 26, 2023, under the Companies' Creditors Arrangement Act (CCAA). A reorganization process was approved by the court, which resulted in First Generation becoming the sole shareholder. The Issuer's securities were delisted from the Toronto Stock Exchange and canceled on the OTC Pink in the United States. The Issuer is not in default of any securities laws except for the obligation to file specific continuous disclosure documents. The Issuer has no intention of seeking public financing or maintaining a market for its securities. The decision was made under the authority of section 144 of the Securities Act (Ontario) and sections 1(10)(a)(ii) of the same act, as well as National Policy 11-206 and National Policy 11-207. The outcome allows the Issuer to cease being a reporting issuer in all jurisdictions in Canada where it had this status. |
| 37.847 | 2023-08-28 | NADG NNN Real Estate Investment Trust | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 8.1(1) and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nadg-nnn-real-estate-investment-trust | The Ontario Securities Commission granted NADG NNN Real Estate Investment Trust (the Filer) an exemption from the requirement to obtain separate minority approval for each class of units in a related party transaction. The exemption was granted under Section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which typically requires separate class voting. The Filer's declaration of trust allows unitholders to vote as a single class unless materially different effects on the classes are present. Key reasons for the exemption include: 1. The transaction does not materially affect any class of units differently. 2. An independent committee oversaw the transaction, supported by fairness opinions and an appraisal. 3. The Filer's declaration of trust stipulates single-class voting unless classes are affected differently. 4. Separate class votes could give disproportionate veto power to a small number of unitholders. The exemption is conditional upon: 1. Holding a special meeting for Disinterested Unitholders to vote as a single class on the transaction. 2. Preparing and delivering an information circular in accordance with securities law. 3. Including a fairness opinion in the information circular confirming the transaction's fairness to Disinterested Unitholders. The decision aligns with the public interest and fair treatment of Disinterested Unitholders, ensuring they are informed and can vote on the transaction's merits. |
| 37.846 | 2023-08-29 | EasTower Wireless Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/eastower-wireless-inc | The Securities Commission has granted a partial revocation of a cease trade order (CTO) to EasTower Wireless Inc. The company, a reporting issuer in British Columbia, Alberta, and Ontario, was initially cease traded due to its failure to file audited annual financial statements and other required documents for the year ended December 31, 2022. The failure was attributed to financial difficulties, specifically the lack of funds to pay for the audit. EasTower Wireless Inc. sought the partial revocation to complete a private placement of $60,000 in Ontario through unsecured promissory notes, with the intention of using the proceeds to address its outstanding financial reporting obligations and related fees, and to provide working capital. The partial revocation was granted under Section 144 of the Securities Act (Ontario) and is subject to conditions, including that the company must inform investors about the CTO and the partial revocation, and obtain written acknowledgments from them. The company must also issue press releases and file material change reports as necessary. The decision was made based on the belief that the partial revocation meets the test set out in the relevant legislation and that the proceeds from the financing will allow the company to update its continuous disclosure records and maintain operations. The company also plans to apply for a full revocation of the CTO after addressing its disclosure obligations and has no current plans for a Change of Business or Reverse Takeover. The outcome allows EasTower Wireless Inc. to proceed with the proposed financing under certain prospectus exemptions, with the aim of rectifying its continuous disclosure defaults and stabilizing its financial position. |
| 37.845 | 2023-08-30 | Guardian Capital LP et al. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1). Form 81-101F1 Contents of Simplified Prospectus, Items 8(2) and 10(b) of Part B. National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 3B.2 and 19.1(1). National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 3B.2 and 19.1(1). Form 41-101F2 Information Required in an Investment Fund Prospectus, Item 17.2. Form 41-101F4 Information Required in an ETF Facts Document, Items 2, 4 and 5 of Part I, and Item 1.3 of Part II. National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a), 15.8(3)(a.1), 15.1.1 and 19.1(1). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1(1). Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-capital-lp-et-al-7 | The Securities Commission granted exemptive relief to Guardian Capital LP (the Filer) and its Continuing Funds—Guardian Directed Equity Path Portfolio, Guardian Directed Premium Yield Portfolio, and Guardian Canadian Bond Fund—from certain provisions of National Instruments 81-101, 41-101, 81-102, and 81-106. This relief allows the new ETF Series of the Continuing Funds to use the historical performance and financial data of the corresponding Terminating ETFs in their sales communications, ETF Facts, management reports, and financial statements. Additionally, the past performance of the Terminating ETFs can be used to determine and disclose the investment risk rating in the simplified prospectus and ETF Facts. The decision is based on the fact that the investment objectives of each Terminating ETF are substantially similar to those of its corresponding Continuing Fund, and the management of each Continuing Fund is materially similar to that of the corresponding Terminating ETF. The relief aims to provide investors with complete and accurate information to make informed decisions about investing or continuing to hold investments in the ETF Series of the Continuing Funds. The granted relief is subject to conditions that include proper disclosure of the Mergers in the relevant documents and that the information used is prepared in accordance with Part 15 of NI 81-102. The decision is made under the authority of various sections of the National Instruments mentioned above, which govern mutual fund prospectus disclosure, general prospectus requirements, investment funds, and investment fund continuous disclosure. |
| 37.844 | 2023-08-31 | 0941527 B.C. Ltd. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/0941527-bc-ltd | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against 0941527 B.C. Ltd., previously known as United Coal Holdings Limited. The CTO was originally issued due to the company's failure to file required continuous disclosure documents. The company sought the partial revocation to conduct a private placement of common shares, aiming to raise funds to prepare and file the overdue documents and cover related fees. Key facts include the company's incorporation in British Columbia, its status as a reporting issuer in British Columbia, Ontario, and Alberta, and the absence of trading on any marketplace. The company's failure to file financial statements and management's discussion and analysis (MD&A) from 2015 to 2023 led to the CTOs in Ontario and British Columbia. The company proposed a private placement to raise up to $100,000 through unsecured debentures, with the intention to use the proceeds to become compliant with continuous disclosure obligations and to apply for a full revocation of the CTOs. The OSC's decision to grant a partial revocation was based on the company's representations and subject to conditions, including providing subscribers with copies of the CTOs and the partial revocation order, obtaining signed acknowledgments from subscribers, and issuing press releases and material change reports as necessary. The partial revocation is underpinned by Section 144 of the Securities Act (Ontario), which allows for such relief if it is not prejudicial to the public interest. The order will expire upon the earlier of the closing of the private placement or 60 days from the date of the order, which is August 31, 2023. |
| 37.843 | 2023-09-05 | Absolute Software Corporation | Securities Act, R.S.B.C. 1996, c. 418, ss. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/absolute-software-corporation | The Securities Commission has granted an application by Absolute Software Corporation (the Filer) to cease being a reporting issuer in Canada. The decision was made under the authority of the Securities Act of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The key facts leading to this decision include: 1. The Filer is not an OTC reporting issuer. 2. The Filer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation. The outcome is based on the test set out in the relevant legislation, which the Filer has met. Consequently, the Filer has been allowed to cease being a reporting issuer, as per the order of the Securities Commission. The decision is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 37.842 | 2023-09-06 | Fire & Flower Holdings Corp. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fire-flower-holdings-corp-s-144 | The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (CTO) against Fire & Flower Holdings Corp. (the Issuer), which was originally implemented due to the company's failure to file required financial documents. The partial revocation was granted to allow the Issuer to proceed with a court-approved transaction under the Companies' Creditors Arrangement Act (CCAA). Key facts include the Issuer's failure to file interim financial statements, management's discussion and analysis, and related certifications for the period ended June 30, 2023. Subsequently, the Issuer entered CCAA proceedings and sought a buyer or investor through a court-approved sale and investment solicitation process (SISP). FIKA Cannabis (FIKA) was selected as the successful bidder. The court-approved transaction involves the sale and issuance of 1,000,000,000 Class A Common shares to FIKA for CAD 36 million. The court also authorized the cancellation of all other equity interests in the Issuer except for the Purchased Shares. The partial revocation is conditional on FIKA receiving a copy of the CTO, the partial revocation order, and a written notice acknowledging that all securities of the Issuer, including those issued in the transaction, will remain subject to the CTO unless further relief is granted or a full revocation is issued. The Issuer also intends to cease being a reporting issuer following the transaction's completion. The decision is based on section 144 of the Securities Act (Ontario) and is subject to the conditions that the Issuer provides the required documents and acknowledgments to FIKA and that the order will expire upon the completion of the transaction or within 60 days of the order date. |
| 37.840 | 2023-09-11 | SLGI Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 2.1(1), 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/slgi-asset-management-inc-4 | The Securities Commission has granted exemptive relief to investment funds managed by SLGI Asset Management Inc. (SLGI) from certain concentration restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest more than the standard limits in debt securities issued or guaranteed by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). Under NI 81-102, mutual funds (other than alternative mutual funds) are typically restricted from investing more than 10% of their net asset value in a single issuer's securities, while alternative mutual funds and non-redeemable investment funds are limited to 20%. The exemption permits these funds to exceed these limits for Fannie Mae and Freddie Mac securities, which are implicitly guaranteed by the U.S. government and have a U.S. government equivalent credit rating. The decision is based on the understanding that Fannie Mae and Freddie Mac play a critical role in the U.S. mortgage industry and their securities are considered government securities under the U.S. Investment Company Act of 1940. The exemption is conditional upon the securities maintaining a U.S. Government Equivalent Rating and a minimum credit rating of BBB-. Additionally, funds must disclose the exemption and associated risks in their prospectus, and must divest from the securities if their ratings fall below the required thresholds or if the U.S. Congress enacts legislation that changes or removes the implied government guarantee. The Ontario Securities Commission, acting as the principal regulator, approved the exemption, which is also applicable in other Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System. The decision is subject to specific conditions to ensure ongoing compliance with the investment prudence and disclosure standards. |
| 37.836 | 2023-09-14 | 1832 Asset Management L.P. and Dynamic Retirement Income Fund (formerly, Dynamic Retirement Income+ Fund) | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-dynamic-retirement-income-fund-formerly-dynamic-retirement-income-fund | The Securities Commission has granted an exemption to 1832 Asset Management L.P. (the Filer), the manager of Dynamic Retirement Income Fund (the Fund), under subsection 62(5) of the Securities Act (Ontario). This exemption allows the Filer to extend the prospectus lapse date for the Fund by 50 days. The extension aligns the Fund's prospectus renewal with that of other funds under the Filer's management, thereby consolidating their prospectuses into a single document. This consolidation aims to reduce costs and facilitate easier comparison of fund features for investors. The Filer is a registered investment fund manager and the Fund is a mutual fund and a reporting issuer in Canada. The Fund's current prospectus lapse date is October 28, 2023, but the Filer manages other mutual funds with a lapse date of December 2, 2023. The exemption sought is to avoid the impracticality and unreasonable costs of renewing the Fund's prospectus separately and then again with the other funds. The Commission's decision is based on the understanding that there have been no material changes in the Fund's affairs since its last prospectus and that any future material changes will be disclosed as required by law. The exemption is not expected to impact the accuracy of the Fund's prospectus or be prejudicial to the public interest. The decision was made in accordance with the test set out in the applicable securities legislation. |
| 37.837 | 2023-09-14 | Thesis Gold (Holdings) Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/thesis-gold-holdings-inc | The Securities Commission has granted Thesis Gold (Holdings) Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting specific criteria: it is not a publicly traded company, with fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. The Filer has also become a wholly-owned subsidiary following a statutory plan of arrangement, and its securities were delisted from the TSX Venture Exchange. The Filer is not an OTC reporting issuer and has no plans to seek public financing. Although it failed to file certain continuous disclosure documents on time, this requirement arose after the completion of the arrangement, and the Filer would have been eligible for a simplified procedure if not for this default. The decision was made under the authority of the Securities Act (British Columbia and Ontario) and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission served as the principal regulator for the application, and the order reflects the decision of both the British Columbia and Ontario securities regulatory authorities. |
| 37.838 | 2023-09-14 | Franklin Templeton Investments Corp. | National Instrument 41-101 - General Prospectus Requirements, ss. 3.1(2) and 19.1. National Instrument 81-102 - Investment Funds, Parts 9, 10 and 14 and s. 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-18 | The Securities Commission granted an exemption to Franklin Templeton Investments Corp. (the Filer) to facilitate the offering of exchange-traded fund (ETF) securities and conventional mutual fund securities under a single form of prospectus. The Filer is exempt from the requirement to file a long-form prospectus for ETF securities, provided that a simplified prospectus is filed in accordance with National Instrument 81-101 (NI 81-101), and additional disclosure required by Form 41-101F2 is included. The Filer must also file ETF Facts documents as prescribed by Form 41-101F4 for ETF securities and Fund Facts documents as prescribed by Form 81-101F3 for mutual fund securities. Additionally, the Filer is granted technical relief from Parts 9, 10, and 14 of National Instrument 81-102 (NI 81-102) to allow each fund offering both ETF and mutual fund securities to treat them as separate mutual funds for compliance purposes. This decision is based on the Filer's representations, including its compliance with securities legislation, the structure and distribution of the funds, and the listing of ETF securities on recognized marketplaces. The exemption is conditional upon the Filer's adherence to specific requirements for simplified prospectus filings and compliance with relevant parts of NI 81-101 and NI 81-102 for each type of security offered. The decision aims to streamline the offering process and provide clear disclosure to investors. |
| 37.832 | 2023-09-15 | OSC Designation Order for Term CORRA and CanDeal Benchmark Administration Services Inc. | Securities Act (Ontario), R.S.O. 1990, c. S.5, s. 24.1. Commodity Futures Act (Ontario), R.S.O. 1990, c. C.20, s. 21.5. Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators. Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/osc-designation-order-term-corra-and-candeal-benchmark-administration-services-inc | The Ontario Securities Commission (OSC) has approved an application from CanDeal Benchmark Administration Services Inc. (CBAS) regarding the Term Canadian Overnight Repo Rate Average (Term CORRA). The decision, based on the Securities Act (Ontario) and the Commodity Futures Act (Ontario), designates Term CORRA as a benchmark and CBAS as its administrator, aligning with Multilateral Instrument 25-102 and OSC Rule 25-501. Term CORRA is set to replace the Canadian Dollar Offered Rate (CDOR), which will be discontinued on June 28, 2024. It is a forward-looking rate based on expectations from CORRA derivatives markets, initially intended for use in trade finance, loans, and related derivatives. The OSC's decision is influenced by the anticipated importance of Term CORRA in transitioning from CDOR and the need for a regulated benchmark. CBAS, as the designated administrator, must adhere to the relevant provisions of MI 25-102 and OSC Rule 25-501. CBAS has also provided an undertaking to the OSC, detailing commitments such as establishing an oversight committee, restricting trading activities of related individuals, and annual compliance certifications. The decision was made on September 15, 2023, by Grant Vingoe, the Chief Executive Officer of the OSC. |
| 37.833 | 2023-09-15 | Danaher Corporation | Securities Act, R.S.O. 1990, c. S.5 as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/danaher-corporation | The Securities Commission has granted an exemption from the prospectus requirement to Danaher Company for the spin-off of its subsidiary, Veralto Corporation. The exemption allows Danaher to distribute shares of Veralto to its Canadian shareholders as a dividend in specie without a prospectus. The decision is based on the fact that Danaher is not a reporting issuer in Canada, has a de minimis presence in the country, and the distribution requires no action or investment decision from Canadian shareholders. The key points are: - Danaher is a U.S. company with global operations, not a reporting issuer in Canada, and has no intention of becoming one. - The spin-off involves distributing 100% of Veralto shares to Danaher shareholders on a pro rata basis. - Veralto will hold Danaher's Environmental & Applied Solutions Business and will be listed on the NYSE under the symbol VLTO. - The number of Canadian shareholders and their shareholdings in Danaher are minimal. - No active trading market for Veralto shares is expected in Canada post-spin-off. - The spin-off is exempt from the prospectus requirement under Canadian securities law, except that Veralto is not a reporting issuer in Canada. The decision is underpinned by section 53 and 74(1) of the Securities Act (Ontario) and is contingent on the first trade of Veralto shares being subject to section 2.6 of National Instrument 45-102 Resale of Securities. The outcome allows Danaher to proceed with the spin-off without the need for a prospectus in Canada. |
| 37.834 | 2023-09-15 | Ivanhoe Electric Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ivanhoe-electric-inc | The Securities Commission has granted Ivanhoe Electric Inc. an exemption from the prospectus requirement for certain marketing activities that are not explicitly allowed by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). This exemption enables investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows for future offerings under Ivanhoe Electric Inc.'s Final MJDS Base Prospectus. The exemption was necessary because NI 71-101 lacks equivalent provisions to Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102), which governs marketing activities in connection with shelf distributions in Canada. The granted relief is conditional upon the investment dealers complying with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102 as if the Final MJDS Base Prospectus were a final base shelf prospectus under NI 44-102. The British Columbia Securities Commission is the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. The exemption is based on the understanding that Canadian purchasers of securities offered under the Final MJDS Base Prospectus can only buy these securities through an investment dealer registered in their province of residence. The relevant legislative provisions underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1)2, and National Instrument 71-101 The Multijurisdictional Disclosure System, section 11.3. The decision was made on September 15, 2023. |
| 37.831 | 2023-09-18 | Tralucent Asset Management Inc. and Tralucent Global Alt (Long/Short) Equity Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1(2), 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tralucent-asset-management-inc-and-tralucent-global-alt-longshort-equity-fund-1 | The Securities Commission has decided to grant Tralucent Asset Management Inc., the manager of Tralucent Global Alt (Long/Short) Equity Fund, an exemption from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This subsection typically prohibits the filing of a prospectus more than 90 days after the preliminary prospectus receipt date. The decision was made following an application by the Filer, dated September 14, 2023, requesting relief from this timing restriction. The Director of the Ontario Securities Commission reviewed the application and based on the information and representations provided, agreed to issue an exemption. This exemption is conditional upon the prospectus being filed by October 16, 2023. The legislative framework guiding this decision is National Instrument 81-101, specifically section 6.1 which allows for exemptive relief applications, and subsection 2.1(2) which sets the 90-day filing limit for a prospectus following a preliminary prospectus. |
| 37.830 | 2023-09-20 | Acerus Pharmaceuticals Corporation | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c.B.16 as am., ss. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/acerus-pharmaceuticals-corporation-1 | The Ontario Securities Commission (OSC) has issued an order recognizing that Acerus Pharmaceuticals Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation as defined by the OBCA, has its registered and head office in Toronto, Ontario. The Applicant has stated that it does not plan to seek public financing through securities offerings. Furthermore, on August 25, 2023, the Applicant received an order confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The Applicant maintains that the conditions of the Reporting Issuer Order are still accurate. The OSC, having determined that granting the order would not adversely affect the public interest, has ordered that the Applicant is deemed to have ceased to be offering its securities to the public as of September 20, 2023. |
| 37.829 | 2023-09-21 | CI Investments Inc. and The Funds | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-funds-0 | The Securities Commission has granted CI Investments Inc. (the Filer) an extension for the renewal of prospectuses for certain funds under its management. The decision allows for a 127-day extension for the prospectuses of CI Global Minimum Downside Volatility Index ETF, CI U.S. Minimum Downside Volatility Index ETF, and CI Utilities Giants Covered Call ETF, and a 161-day extension for CI Canadian Banks Covered Call Income Corporate Class, CI Energy Giants Covered Call Fund, CI Gold+ Giants Covered Call Fund, and CI Tech Giants Covered Call Fund. The Filer sought these extensions to align the prospectus renewal dates with those of other funds under its management, thereby consolidating the renewal process and reducing associated costs. The Filer argued that renewing the prospectuses separately would be impractical and costly, and that no material changes have occurred that would affect the accuracy of the current prospectuses. The Commission agreed with the Filer's reasoning and granted the extensions without conditions, citing that the exemptions would not compromise the accuracy of the information in the prospectuses or be prejudicial to the public interest. The decision was made under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended, which allows for such extensions, and was supported by the Filer's compliance with securities legislation and the absence of defaults. The Filer also committed to amending the prospectuses should any material changes occur. The extensions facilitate the Filer's plan to streamline its fund offerings and maintain consistency across its fund platforms. |
| 37.828 | 2023-09-25 | Toubani Resources Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/toubani-resources-inc | The Ontario Securities Commission (OSC) has consented to the corporate re-domiciliation of Toubani Resources Inc. from Ontario, Canada, to Australia under the Corporations Act 2001 (Cth) of Australia. This decision is based on the Business Corporations Act, R.S.O. 1990, c. B.16, specifically section 181, and the relevant Ontario Regulation 398/21, section 21(b). Key facts include Toubani Resources Inc. being an offering corporation with common shares listed on the Australian Securities Exchange (ASX). The company is not in default under any relevant Canadian or Australian regulations and will continue to be a reporting issuer in Ontario and other Canadian jurisdictions post-continuance. The reasoning for the consent includes the company's intention to improve administration and efficiency, significant cost savings, and advantages for shareholders. The OSC determined that the continuance would not be prejudicial to the public interest. The outcome is that the OSC has provided consent for Toubani Resources Inc. to continue under Australian jurisdiction, with the company undertaking to file an Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process with the OSC through SEDAR+ following the effective date of the continuance. The company will also change its name to Toubani Resources Limited and relocate its head office to Mount Pleasant, Western Australia, Australia. |
| 37.824 | 2023-09-26 | CI Investments Inc. and Its Affiliates | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-its-affiliates-0 | The Securities Commission has granted an exemption to CI Investments Inc. (CI) and its affiliates, allowing their managed investment funds to invest up to 10% of their net assets in SICAV Funds governed by Luxembourg laws and UCITS Funds overseen by the Central Bank of Ireland. These foreign funds are not subject to Canadian National Instrument 81-102 (NI 81-102) and are not reporting issuers in Canada, which would typically restrict Canadian funds from investing in them. However, the exemption was approved because the foreign funds adhere to investment restrictions and disclosure requirements similar to those in NI 81-102. The key conditions for the exemption include: 1. The Underlying Funds must qualify as UCITS and comply with UCITS Regulations. 2. Investments by the Canadian funds in the Underlying Funds must align with section 2.5 of NI 81-102 and include all required disclosures for funds investing in other funds. 3. No Canadian fund may invest more than 10% of its net assets in Underlying Funds. 4. If the regulatory framework for the Underlying Funds materially changes, the Canadian funds must not make additional investments and must divest current holdings. This decision is based on the belief that such investments offer efficient and cost-effective diversification and access to unique market exposures, align with the funds' investment objectives, and are in the best interests of the funds. The exemption is contingent on the foreign funds maintaining regulatory practices substantially similar to those required of Canadian funds. |
| 37.825 | 2023-09-26 | PenderFund Capital Management Ltd. | National Instrument 81-102 Investment Funds, ss. 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd-2 | The Securities Commission has granted an investment fund managed by Penderfund Capital Management Ltd. an exemption from the illiquid asset concentration limits outlined in section 2.4 of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the fund, as a Qualified Institutional Buyer, to purchase and hold certain fixed income securities (144A Securities) in excess of the usual 10% and 20% net asset value limits for mutual funds and non-redeemable investment funds, respectively. Additionally, the fund can hold these securities beyond the 15% and 25% net asset value limits for mutual funds and non-redeemable investment funds, respectively, without being required to reduce its holdings. The rationale for the exemption is based on the liquidity and marketability of 144A Securities among Qualified Institutional Buyers, which can be traded without holding periods. The Commission determined that these securities are traded on a mature and liquid market, and that the exemption would not compromise investor protection or the public interest. The exemption is contingent upon the following conditions: 1. The fund must be a Qualified Institutional Buyer at the time of purchasing 144A Securities. 2. The 144A Securities acquired under the exemption must not be considered illiquid assets under part (a) of the definition in NI 81-102. 3. The 144A Securities must be traded on a mature and liquid market. 4. The fund's prospectus must disclose the exemption to its investors. The British Columbia Securities Commission is the principal regulator for the application, and the decision also applies to Ontario and other jurisdictions under the Multilateral Instrument 11-102 Passport System. The decision is made under the securities legislation of the relevant jurisdictions and is in accordance with the test set out in the legislation for granting such an exemption. |
| 37.826 | 2023-09-26 | Leith Wheeler Investment Counsel Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1)(a), 53, 74(1) and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/leith-wheeler-investment-counsel-ltd-2 | The Securities Commission has made a decision regarding Leith Wheeler Investment Counsel Ltd. (the Filer), a portfolio manager providing non-discretionary advice to sponsors of capital accumulation plans (CAPs) and non-tax-assisted accumulation plans. The Filer sought to have previous dealer registration and prospectus requirements exemptions revoked and replaced due to an update in their factual circumstances. The Filer, now wishing to service plans offering their proprietary funds alongside other managers' funds, required updated exemptions. The Commission granted the exemptions, maintaining the same conditions as the previous decision. These conditions include the Plan Sponsor's role in selecting funds, providing policy and performance information to Members, and limiting contributions to Non-Tax Assisted CAPs based on tax legislation limits. The exemptions are based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 25(1)(a), 53, 74(1), and 144, and are subject to the conditions that ensure compliance with National Instrument 81-102 Investment Funds and other relevant guidelines. The decision will terminate upon the implementation of new securities rules providing similar exemptions or 90 days after a notice indicating no intention to make such rules is published by the Decision Maker. |
| 37.827 | 2023-09-26 | Fulcra Asset Management Inc. and The Fulcra Credit Opportunities Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. National Instrument 81-102 Investment Funds, ss. 6.1, 15.3, 15.6, 15.8, 15.1.1 and 19.1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fulcra-asset-management-inc-and-fulcra-credit-opportunities-fund | The Securities Commission has granted the Fulcra Asset Management Inc. (the Filer) on behalf of the Fulcra Credit Opportunities Fund (the FCO Fund) and future alternative mutual funds managed by the Filer or its affiliates (collectively, the Funds) exemptions from certain requirements under National Instruments 81-102, 81-101, and 81-106. These exemptions allow the FCO Fund to include past performance data in sales communications, fund facts documents, and management reports of fund performance (MRFPs) even though this data relates to a period before the FCO Fund was a reporting issuer. Additionally, the FCO Fund is permitted to use past performance data to calculate its investment risk rating for its simplified prospectus. The exemptions also allow the FCO Fund to process purchase and redemption orders on a monthly basis, rather than immediately after an order is received, as would normally be required. Furthermore, the Funds are exempt from the custodial requirement that limits the amount of portfolio assets that can be deposited with a borrowing agent in connection with short sales to 25% of the Fund's net asset value (NAV). The exemptions are contingent upon the FCO Fund disclosing that it was not a reporting issuer during the period the past performance data relates to, that its expenses would have been higher had it been a reporting issuer, and that the financial statements for the period are available on the FCO Fund's website and upon request. The FCO Fund must also disclose its monthly processing frequency for purchase and redemption orders in its simplified prospectus and fund facts, and indicate that the fund is suitable for investors who can accept this frequency. The decision is based on the FCO Fund's compliance with investment restrictions and practices applicable to alternative mutual funds since its inception, the similarity in management before and after becoming a reporting issuer, and the belief that the past performance data is significant and meaningful information for investors. The exemptions are granted under the conditions that the FCO Fund complies with the disclosure requirements and maintains certain operational practices as specified in the decision. |
| 37.823 | 2023-09-27 | Rockcliff Metals Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rockcliff-metals-corporation | The Securities Commission has granted Rockcliff Metals Corporation's (the Filer) application to cease being a reporting issuer. The decision is based on the Filer meeting specific criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The application was processed under National Policy 11-206, with the Ontario Securities Commission acting as the principal regulator, and the decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Filer also indicated reliance on Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Manitoba. The outcome allows the Filer to stop being a reporting issuer in all Canadian jurisdictions where it held this status. |
| 37.821 | 2023-10-02 | Viewpoint Investment Partners Corporation and the Funds | National Instrument 81-102 Investment Funds, ss. 2.9.1, 6.8(1), 6.8(2)(c), 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Investment Fund Prospectus Disclosure, ss. 2.1 and 6.1. Form 81-101F1 Contents of Simplified Prospectus, Items 4 and 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Item 3, 4 and 5 of Part I. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-0106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/viewpoint-investment-partners-corporation-and-funds | The Securities Commission has granted alternative mutual funds an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), subject to conditions. The key aspects of the decision are as follows: 1. **Margin Deposit Relief**: Funds can deposit up to 35% of their net asset value (NAV) as margin with any one futures commission merchant in Canada or the United States, and up to 70% in aggregate with all merchants, for transactions in standardized futures. This exceeds the usual 10% limit. The margin must be held in segregated accounts and not be available to satisfy claims against the dealer. 2. **Leverage Relief**: Funds are permitted to use Value at Risk (VaR) to calculate exposure instead of the standard leverage limit of 300% of the fund's NAV. The VaR is limited to 20% of NAV. This relief also includes exemption from certain disclosure requirements related to leverage exposure in simplified prospectuses and fund facts documents. 3. **Performance Relief**: Funds that have not distributed securities under a simplified prospectus for 12 consecutive months can include past performance data in their sales communications, simplified prospectus, and fund facts documents. This includes periods when the fund was not a reporting issuer. The funds must disclose certain information regarding this past performance data and make their financial statements available upon request. The exemptions are granted under the condition that the funds establish a derivatives risk management program and use third-party verification of VaR calculations. The relief is granted based on the understanding that these measures will manage the funds' derivatives risks effectively. The decision is set to expire on October 2, 2027. |
| 37.819 | 2023-10-03 | Fire & Flower Holdings Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii) and 144. National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdiction. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fire-flower-holdings-corp | The Securities Commission granted an order for Fire & Flower Holdings Corp. (the Issuer) to cease being a reporting issuer and fully revoked a previous failure-to-file cease trade order. The Issuer had been cease traded due to not filing required interim financial documents. After undergoing reorganization under the Companies' Creditors Arrangement Act (CCAA), the Issuer sought to revoke the cease trade order and cease being a reporting issuer in all jurisdictions where it was recognized as such. The Issuer completed a sale and investment solicitation process, resulting in a successful bid by FIKA Cannabis, which led to the issuance of new common shares and the redemption and cancellation of old common shares. As a result, the Issuer's securities were delisted from the Toronto Stock Exchange and OTCQX, and it became a privately held company with FIKA as the sole securityholder. The Commission's decision was based on the Issuer's compliance with relevant securities legislation, including the Securities Act (Ontario), National Policy 11-206, and National Policy 11-207, as well as the Issuer's lack of intention to seek public financing or maintain a market for its securities. The Issuer was not in default of any securities legislation requirements except for the failure to file specific interim financial documents. The order was issued on October 3, 2023, by Lina Creta, Manager of Corporate Finance at the Ontario Securities Commission. |
| 37.818 | 2023-10-04 | iCapital Network Canada Ltd. and The Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/icapital-network-canada-ltd-and-top-funds-0 | The Securities Commission has granted mutual funds managed by iCapital Network Canada Ltd. (the Filer) an extension for filing and delivering their annual and interim financial statements. These funds, referred to as the Top Funds, primarily invest in Underlying Funds with later financial reporting deadlines and have financial year-end dates of either December 31 or March 31. The exemption allows the Top Funds to file and deliver annual financial statements within 183 days and interim financial statements within 120 days of their respective financial year and interim period ends. This decision is based on the rationale that the Top Funds' auditors require the finalized financial statements from the Underlying Funds to complete their audits, and these are often not available before the standard filing deadlines set by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The relief from the standard filing and delivery deadlines is conditional upon several factors, including the majority of the Top Funds' assets being invested in Underlying Funds that have similar financial year ends and are subject to laws or agreements that allow for the extended reporting deadlines. Additionally, the offering memorandum provided to securityholders must disclose the extended filing deadlines, and the Top Funds must inform their securityholders of their intention to rely on this exemption. The decision also includes the revocation of a previous decision that granted similar relief but with a slightly shorter extension period for annual financial statements. The exemption is subject to the condition that it will terminate within one year of any amendment to NI 81-106 or other rule that modifies the filing and delivery deadlines for mutual funds. This decision is made under the authority of sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106 and section 144 of the Securities Act (Ontario). |
| 37.815 | 2023-10-05 | Rockcliff Metals Corporation | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rockcliff-metals-corporation-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Rockcliff Metals Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant had previously been defined as an offering corporation under the OBCA and had no plans for public securities offerings. Furthermore, the Applicant had already been granted an order on September 27, 2023, confirming it was not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206. The OSC determined that granting the order would not be against the public interest. Consequently, the Applicant is deemed to have ceased public securities offerings as per the OBCA. The order was made in Toronto on October 5, 2023. |
| 37.816 | 2023-10-05 | CNH Capital Canada Wholesale Trust | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cnh-capital-canada-wholesale-trust | The Securities Commission has granted CNH Capital Canada Wholesale Trust (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Filer meeting specific criteria outlined in the securities legislation. The key points leading to this outcome include: 1. The Filer is not classified as an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the legislative requirements to cease being a reporting issuer, as per the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The decision is supported by the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relies on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for other Canadian provinces. The order was issued after a thorough review of the facts presented by the Filer. |
| 37.817 | 2023-10-05 | Veji Holdings Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/veji-holdings-ltd | The Securities Commission has decided to revoke a cease trade order (CTO) against Veji Holdings Ltd. The CTO was originally issued because the company failed to submit required continuous disclosure materials. The revocation follows an application by Veji Holdings to both the British Columbia Securities Commission (BCSC) and the Ontario Securities Commission (OSC), with the BCSC acting as the principal regulator. The decision to revoke the CTO is based on the criteria outlined in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144, and in accordance with National Policy 11-207. The revocation order indicates that both the BCSC and the OSC are satisfied that Veji Holdings has met the necessary conditions for the CTO to be lifted. The revocation was formalized on October 5, 2023, as evidenced by the order from the principal regulator and the concurrent decision by the OSC. |
| 37.813 | 2023-10-11 | Copper Mountain Mining ULC | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/copper-mountain-mining-ulc | The British Columbia Securities Commission (BCSC) has granted Copper Mountain Mining ULC's application to cease being a reporting issuer in Canada. The key points leading to this decision are: - Copper Mountain Mining ULC (the Filer) is incorporated in British Columbia and was a reporting issuer in multiple Canadian jurisdictions. - Hudbay Minerals Inc. acquired all outstanding common shares of the Filer through a court-approved plan of arrangement. - Post-acquisition, the Filer's common shares were delisted from the Toronto Stock Exchange and its CHESS Depositary Instruments were cancelled on the Australian Securities Exchange. - The Filer's outstanding securities are US$250 million senior secured bonds (Nordic Bonds), which trade on the Nordic Alternative Bonds Market in Norway and were never marketed or traded in Canada. - The Filer could not confirm the absence of Canadian beneficial securityholders of the Nordic Bonds due to the market's structure but provided alternative evidence indicating a de minimis presence of Canadian holders. - The Filer has no plans for public offerings in Canada and is not in default of securities legislation, except for the obligation to file certain interim financial documents. - The Filer is subject to financial reporting requirements under the bond terms, which Hudbay will make available online. The BCSC's decision is based on the Filer's representations and the conclusion that the order meets the legislative requirements. The Filer will no longer be a reporting issuer in any Canadian jurisdiction following this order. Relevant legislation includes the Securities Act (British Columbia) and National Policy 11-206 for the process of ceasing to be a reporting issuer. |
| 37.810 | 2023-10-12 | Auspice Capital Advisors Ltd. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/auspice-capital-advisors-ltd-1 | The Securities Commission granted an exemption to investment funds from the margin deposit limits specified in subsection 6.8(1) and paragraph 6.8(2)(c) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to deposit up to 35% of their net asset value (NAV) with any single futures commission merchant in Canada or the United States, and up to 70% of their NAV with all such merchants in aggregate, for transactions in certain derivatives. The exemption is conditional on the funds maintaining the margin in segregated accounts that are not accessible to creditors of the dealers. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission as the principal regulator. The exemption aims to facilitate the funds' investment strategies while ensuring risk management through margin limits and segregated accounts. |
| 37.811 | 2023-10-12 | I.G. Investment Management, Ltd. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-27 | The Securities Commission granted exemptive relief to investment funds managed by I.G. Investment Management, Ltd. (IGIM) to invest in a related non-reporting, non-redeemable investment fund, Northleaf IG European PE Holdings (Underlying Northleaf Fund), which is not subject to National Instrument 81-102 (NI 81-102). This decision allows mutual funds (Top Funds) to invest in the Underlying Northleaf Fund, which focuses on European private equity assets. Key points from the decision include: - The Top Funds are mutual funds governed by Canadian laws and distribute securities under a simplified prospectus. - The Underlying Northleaf Fund is managed by Northleaf, a firm with significant private markets investment experience. - The Underlying Northleaf Fund will not be a reporting issuer and will not be subject to NI 81-102. - The Top Funds will be the sole investors in the Underlying Northleaf Fund and will invest under an exemption from the prospectus requirement. - The Underlying Northleaf Fund's securities will be considered illiquid assets, and investments by the Top Funds will be limited to 10% of their net asset value (NAV). - The relief is conditional on the Top Funds not actively participating in the Underlying Northleaf Fund's operations, avoiding duplicate fees, and disclosing the investment in regulatory filings. The decision is based on the belief that the investment in private equity through the Underlying Northleaf Fund will provide diversification and potentially improve risk-adjusted returns for the Top Funds. The relief is subject to several conditions to ensure transparency and avoid conflicts of interest, given the relationship between IGIM, Mackenzie, Lifeco, and Northleaf. The decision is supported by the relevant securities legislation and policies, including NI 81-102, NI 81-107 (Independent Review Committee for Investment Funds), and the Multilateral Instrument 11-102 Passport System. |
| 37.812 | 2023-10-12 | Picton Mahoney Asset Management and The Funds | National Instrument 81-102 -- Investment Funds, ss. 2.6.1(1)(c)(iv) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/picton-mahoney-asset-management-and-funds | The Securities Commission granted an exemption to Picton Mahoney Asset Management (the Filer) on behalf of the Funds it manages, allowing them to exceed the usual 10% net asset value (NAV) limit on short sales of index participation units (IPUs) of investment funds (IPU Issuers). This exemption permits the Funds to short sell IPUs up to 100% of their NAV, subject to certain conditions. The exemption is based on the rationale that IPUs represent diversified and liquid portfolios that track market indices, thus mitigating the concentration risk associated with short selling a single issuer. The Filer argued that short selling IPUs is a more efficient and flexible hedging strategy compared to using derivatives and that it reduces settlement and operational risks. The exemption is subject to the following conditions: 1. Only IPUs of IPU Issuers may be short sold beyond the 50% NAV limit. 2. The Funds must comply with the single issuer short restriction for the securities held by the IPU Issuers. 3. The aggregate market value of securities sold short, combined with cash borrowing, must not exceed 100% of the Fund's NAV. 4. The Funds must adhere to the aggregate gross exposure limit of 300% of NAV, which includes short selling, cash borrowing, and derivatives. 5. Short sales must align with the Fund's investment objectives and strategies. 6. Prospectus disclosure must include the ability to short sell IPUs up to 100% of NAV and the terms of the exemption. The decision is grounded in National Instrument 81-102 -- Investment Funds and related policies, with the Ontario Securities Commission acting as the principal regulator. The exemption is intended to enhance market hedging capabilities without compromising investor protection or public interest. |
| 37.809 | 2023-10-13 | EssilorLuxottica SA | Securities Act (Québec), ss. 11, 148 and 263. Regulation 45-106 respecting Prospectus Exemptions, s. 2.24. Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/essilorluxottica-sa | The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by French issuer EssilorLuxottica SA. This decision allows certain trades of units in employee shareholding vehicles (FCPEs) and the company's ordinary shares to be made without a prospectus to qualifying Canadian employees. The exemption was necessary because the offering is made through special purpose entities rather than directly to employees, which does not meet the criteria of section 2.24 of Regulation 45-106 respecting Prospectus Exemptions. Key points include: - The offering is voluntary for Canadian employees of EssilorLuxottica and its related entities, and participation is not induced by employment expectations. - The FCPEs are supervised by the French securities regulator (French AMF). - There is no Canadian market for the issuer's securities. - Canadian participants will receive disclosure documents in French or English. - Trades of shares by the FCPE to Canadian participants upon redemption of units are included in the exemption. - The exemption is subject to conditions, including a sunset clause of 5 years. The decision is based on Quebec's Securities Act, ss. 11, 148, and 263, Regulation 45-106 respecting Prospectus Exemptions, s. 2.24, and Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16. The decision also references the Process for Exemptive Relief Applications in Multiple Jurisdictions for a dual application. |
| 37.808 | 2023-10-16 | Brookfield Reinsurance Ltd. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.3, 5.6, 8.1 and 9.1(2). Companion Policy 61-101CP to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-reinsurance-ltd | The Securities Commission granted Brookfield Reinsurance Ltd. an exemption from the requirement to call a meeting and send an information circular to holders of affected securities for a proposed related party transaction. This decision is based on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), specifically sections 5.3, 5.6, 8.1, and 9.1(2), and is subject to conditions. Key facts include: - Brookfield Reinsurance Ltd. and Brookfield Corporation filed a preliminary prospectus for an exchange offer of up to 40,000,000 Brookfield Class A Shares for class A-1 exchangeable non-voting shares. - Insiders of Brookfield Reinsurance Ltd. holding Brookfield Class A Shares may participate in the exchange offer, potentially making it a related party transaction under MI 61-101. - Brookfield Corporation, as the sole beneficial holder of the issuer's equity securities, provided written consent to the exchange offer. - Brookfield Reinsurance Ltd. obtained disinterested shareholder approval for the issuance of exchangeable shares in connection with the exchange transactions. The exemption was granted on the condition that Brookfield Corporation does not revoke its consent before the exchange offer expires, and that all necessary disclosures are made in the news release and final prospectus. The exemption is also contingent on no other outstanding shareholder approvals being required for the transaction. |
| 37.807 | 2023-10-17 | Planet 13 Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1)2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/planet-13-holdings-inc-0 | The Securities Commission has granted an exemption to Planet 13 Holdings Inc. from the prospectus requirement for certain marketing activities in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption allows investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows, which are typically governed by Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102) but are not expressly permitted by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). The exemption is conditional upon the marketing activities complying with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102, as if the MJDS base shelf prospectus were a final base shelf prospectus under NI 44-102. This decision is based on the Securities Act (Ontario) and is intended to be relied upon in multiple Canadian jurisdictions. The exemption aims to facilitate the marketing of securities offerings in Canada by the Filer, a Nevada corporation and SEC foreign issuer, while ensuring that the activities adhere to the regulatory standards set out for non-MJDS shelf distributions. |
| 37.805 | 2023-10-19 | Home Capital Group Inc | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/home-capital-group-inc-1 | The Securities Commission has granted Home Capital Group Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions. The decision was made under the securities legislation of Ontario, where the Ontario Securities Commission served as the principal regulator. The Filer indicated reliance on Multilateral Instrument 11-102 Passport System for the application across all provinces and territories. The decision was based on several key representations by the Filer: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation. The principal regulator concluded that the Filer met the necessary criteria to cease being a reporting issuer, as outlined in the applicable legislation, and therefore approved the order. |
| 37.804 | 2023-10-20 | Home Capital Group Inc. | Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/home-capital-group-inc-0 | The Ontario Securities Commission (OSC) has issued an order acknowledging that Home Capital Group Inc. (the Filer) has ceased to offer its securities to the public. This decision is based on the Filer's application and representations, including the fact that it is an offering corporation with no intention of seeking public financing through securities offerings. The Filer's head office is located in Toronto, Ontario. Previously, on October 19, 2023, the Filer received an order confirming it is not a reporting issuer in Ontario or in any other Canadian jurisdiction, as per National Policy 11-206. The Filer's current situation remains consistent with the representations made in that order. Under subsection 1(6) of the Business Corporations Act (Ontario), the OSC has determined that granting this order will not adversely affect the public interest. Consequently, the Filer is officially deemed to have ceased public securities offerings as of October 20, 2023. |
| 37.798 | 2023-10-26 | John Deere Canada Funding Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/john-deere-canada-funding-inc | The Securities Commission has granted John Deere Canada Funding Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting several conditions: it was not an OTC reporting issuer, its securities were held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. The order was made in accordance with the securities legislation of Ontario and relevant policies, including National Policy 11-206, Multilateral Instrument 11-102 Passport System, and other applicable definitions and regulations. The Ontario Securities Commission, acting as the principal regulator, was satisfied that the Filer met the necessary criteria to cease being a reporting issuer. |
| 37.799 | 2023-10-26 | Optimum Ventures Ltd. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/optimum-ventures-ltd | The Securities Commission has granted Optimum Ventures Ltd. (the Filer) an order to cease being a reporting issuer. The decision is based on the following key points: 1. The Filer's securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide. 2. There is no public trading of the Filer's securities on any marketplace in Canada or internationally. 3. The Filer is not an OTC reporting issuer and is not in default of any securities legislation. The order is supported by the relevant securities legislation, including the Securities Act (British Columbia and Ontario) and Multilateral Instrument 11-102 Passport System. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the Ontario securities regulator. The outcome allows the Filer to cease its reporting obligations in all Canadian jurisdictions where it was previously a reporting issuer. |
| 37.800 | 2023-10-26 | NorthStar Gaming Holdings Inc. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.3, 5.6, 8.1 and 9.1(2). Companion Policy 61-101CP to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 3.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northstar-gaming-holdings-inc | The Ontario Securities Commission granted Northstar Gaming Holdings Inc. an exemption from the requirement to hold a shareholder meeting and send an information circular for proposed related party transactions. The exemption is based on the company's plan to issue securities to related parties, including Playtech plc and certain insiders, which would normally require minority shareholder approval under Multilateral Instrument 61-101 (MI 61-101). Northstar received written confirmations from shareholders holding a majority of the eligible shares indicating their intent to consent to the transactions. The company provided detailed disclosure of the transactions in a document filed on SEDAR+ and given to consenting shareholders, satisfying the information requirements of MI 61-101. The exemption is conditional on the company not obtaining executed consents until at least 14 days after providing the disclosure document and written consent form to shareholders, and not closing the transactions until these shareholders have had at least 14 days to review the materials and at least 14 days have passed since filing the documents on SEDAR+. The transactions are exempt from the formal valuation requirement but subject to minority approval requirements, which the company intends to obtain through written consent rather than a shareholder meeting, provided that no undue inducements are offered for such consents. The decision is supported by securities legislation, specifically sections 5.3, 5.6, 8.1, and 9.1(2) of MI 61-101, and section 3.1 of Companion Policy 61-101CP to MI 61-101. The exemption is granted with conditions to ensure fairness and transparency in the process. |
| 37.801 | 2023-10-26 | Frontenac Mortgage Investment Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). National Instrument 41-101 General Prospectus Requirements. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/frontenac-mortgage-investment-corporation-4 | The Ontario Securities Commission (OSC) has granted Frontenac Mortgage Investment Corporation (the Filer) an extension for the time limits associated with filing a renewal prospectus. The Filer's current prospectus, dated June 16, 2022, was set to lapse on June 16, 2023, but the Filer has been engaged in ongoing discussions with OSC Staff regarding an amendment and a pro forma prospectus, which have not yet been resolved. To avoid an interruption in the distribution of the Filer's common shares, the OSC has extended the lapse date to December 16, 2023, under the condition that the Filer will not distribute securities under the current prospectus until a receipt for the renewal prospectus is issued. This decision is based on the Filer's representations that there have been no material changes in its affairs since the last amendment to the current prospectus and that it will file an amendment if any material changes occur. The Filer has also ceased distribution under the current prospectus during this process. The OSC determined that granting this relief aligns with the applicable securities legislation and is not prejudicial to the public interest. The decision is grounded in the Securities Act (R.S.O. 1990, c. S.5, as amended, s. 62(5)) and National Instrument 41-101 General Prospectus Requirements, and it follows the process outlined in National Policy 11-203 for Exemptive Relief Applications in Multiple Jurisdictions. |
| 37.802 | 2023-10-26 | Rockshield Acquisition Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rockshield-acquisition-corp | The Securities Commission has revoked a cease trade order (CTO) previously issued against Rockshield Acquisition Corp. (the Issuer). The CTO was initially imposed due to the Issuer's failure to file certain continuous disclosure materials as required by securities law. The Issuer has since remedied the defaults by updating its continuous disclosure filings. The revocation was granted following an application by the Issuer under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision was made by the Principal Regulator in British Columbia and was also recognized by the Decision Maker in Ontario. The revocation is based on the test set out in the applicable securities legislation, specifically under sections 127 and 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The outcome is that the CTO no longer applies to the Issuer as of October 26, 2023. |
| 37.794 | 2023-10-27 | Imperial Oil Limited | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.26 and 6.1 and 2.32(4). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/imperial-oil-limited-5 | The Alberta Securities Commission, acting as the principal regulator, granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares through a modified Dutch auction. The exemptions pertain to the proportionate take-up and payment requirements, the disclosure of such in the issuer bid circular, and the condition that an issuer bid not be extended unless all securities deposited are first taken up. The exemptions were granted under the following conditions: 1. The Filer must take up and pay for shares in accordance with the process described in the decision and as outlined in the issuer bid circular. 2. The Filer must be eligible to rely on the Liquid Market Exemption as per Multilateral Instrument 61-101. 3. The Filer must issue a press release announcing the receipt of the exemption within one business day of its receipt. 4. The Filer must comply with the requirements of Regulation 14E under the United States Securities Exchange Act of 1934. The decision was based on representations by the Filer, including its intention to make the offer, the auction procedures, and the financing of the share purchases. It also considered ExxonMobil's intention to make a Proportionate Tender and the Filer's compliance with applicable securities legislation. The exemptions are contingent upon the Filer's adherence to the conditions set forth in the decision and are supported by the legislative provisions of National Instrument 62-104 Take-Over Bids and Issuer Bids, specifically sections 2.26, 6.1, and 2.32(4). |
| 37.795 | 2023-10-27 | Mindset Pharma Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mindset-pharma-inc | The Securities Commission has granted Mindset Pharma Inc. an order to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the following key points: 1. Mindset Pharma Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. There is no active trading of the company's securities on any marketplace or facility where trading data is publicly reported. 4. Mindset Pharma Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the necessary criteria outlined in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and the relevant policies, including National Policy 11-206 and Multilateral Instrument 11-102. Consequently, the order to cease being a reporting issuer has been approved. |
| 37.797 | 2023-10-27 | West Red Lake Gold Mines Ltd. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-red-lake-gold-mines-ltd | The Securities Commission has granted West Red Lake Gold Mines Ltd. (the Filer) an exemption from the requirement to include certain financial statements in a business acquisition report (BAR). This decision is based on the Filer's acquisition of Pure Gold Mining Inc. (PGM), which was structured as a share purchase to maintain essential permits and licenses for the Madsen Mine. Due to PGM's creditor protection proceedings and subsequent operational changes, including the resignation of key financial officers and limited financial record-keeping, the Filer is unable to provide audited financial statements for PGM for the years ended December 31, 2021, and 2022, as well as unaudited reviewed financial statements for the interim periods ended March 31, 2023, and 2022. The exemption is conditional on the Filer including alternative information in the BAR, such as an audited statement of the assets acquired and liabilities assumed as of June 16, 2023, and technical information related to the assets acquired in the form of a Technical Report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. The decision is supported by the fact that the majority of the information in the required financial statements would be irrelevant to investors since the Filer only acquired specific assets of PGM. The alternative disclosures will provide investors with sufficient information to evaluate the acquisition, particularly the value of the Madsen Mine. The exemption is made under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations and is based on the test set out in the Legislation for the Decision Maker to make the decision. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario. The exemption is contingent upon the Filer's compliance with applicable BAR requirements and the inclusion of the alternative disclosures. |
| 37.793 | 2023-11-02 | TransAlta Renewables Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/transalta-renewables-inc | The Securities Commission has granted TransAlta Renewables Inc. an order to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the securities legislation of Alberta and Ontario, with Alberta's Securities Commission acting as the principal regulator. The application was made in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer. The key facts leading to this decision include: 1. TransAlta Renewables Inc. is not an OTC reporting issuer. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. No securities of the company are traded on any public marketplace or facility where trading data is publicly reported. 4. TransAlta Renewables Inc. is not in default of any securities legislation in any jurisdiction. The decision was supported by the fact that the company met the legislative requirements for ceasing to be a reporting issuer. The order was made by Timothy Robson, Manager of Legal Corporate Finance at the Alberta Securities Commission, and is also representative of the decision of the securities regulatory authority in Ontario. |
| 37.790 | 2023-11-03 | Liminal BioSciences Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/liminal-biosciences-inc | The Securities Commission of Quebec and Ontario has granted Liminal Biosciences Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. This decision was based on several factors: Liminal Biosciences is not an OTC reporting issuer under Regulation 51-105; its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide; its securities are not traded on any public marketplace in Canada or elsewhere; and the company is not in default of securities legislation in any jurisdiction. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 37.791 | 2023-11-03 | Royal Gold, Inc. | 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1)2. 2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/royal-gold-inc-2 | The Ontario Securities Commission (OSC) has granted an exemption to Royal Gold, Inc. (the Filer) from the prospectus requirement for certain marketing activities not expressly permitted by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). This allows investment dealers acting as underwriters or selling group members of the Filer to use standard term sheets, marketing materials, and conduct road shows in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. The exemption was granted on the condition that these activities comply with the approval, content, use, and other conditions and requirements of Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102). The decision was made under the securities legislation of Ontario, specifically paragraph 74(1)2 of the Securities Act (Ontario). |
| 37.792 | 2023-11-03 | BevCanna Enterprises Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bevcanna-enterprises-inc | The Securities Commission has decided to revoke the Failure-to-File Cease Trade Order (FFCTO) against BevCanna Enterprises Inc. The company was initially cease traded due to its failure to file certain continuous disclosure materials as required by law. However, the company has since rectified these defaults by updating its continuous disclosure filings. The decision to revoke the FFCTO was made under the National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, and the Securities Act, R.S.O. 1990, c. S.5, ss 127, 144. The British Columbia Securities Commission, as the principal regulator, issued the revocation order, which was also adopted by the Ontario Securities Commission. |
| 37.786 | 2023-11-07 | Canaccord Genuity G Ventures Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canaccord-genuity-g-ventures-corp | The Ontario Securities Commission (OSC) has granted Canaccord Genuity G Ventures Corp. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The decision is based on the Filer's representations that it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The decision is in accordance with the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii), National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and Multilateral Instrument 11-102 Passport System. |
| 37.787 | 2023-11-07 | Dialogue Health Technologies Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/dialogue-health-technologies-inc | The Securities Commission of Quebec and Ontario has granted Dialogue Health Technologies Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the Filer's representations, including that it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on a public marketplace, and it is not in default of any securities legislation. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Autorité des marchés financiers was the principal regulator for this application. |
| 37.788 | 2023-11-07 | Agrinam Acquisition Corporation | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.4, 5.6, and 9.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agrinam-acquisition-corporation-0 | The Ontario Securities Commission has granted Agrinam Acquisition Corporation (Agrinam) an exemption from the minority approval and formal valuation requirements under Part 5 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). Agrinam, a special purpose acquisition corporation (SPAC), has no operations or operating revenues until it completes its qualifying acquisition. Its authorized capital consists of Class A restricted voting shares and Class B shares. The gross proceeds from the initial public offering (IPO) of the Class A restricted voting shares were put into an escrow account to satisfy any redemptions and fund the qualifying acquisition. The Class B shares do not have access to the escrow account funds. The exemption was granted subject to conditions, including that the related party transaction associated with Agrinam's qualifying acquisition would qualify for the 25% market capitalization exemption if the Class A restricted voting shares represented all of the outstanding equity securities of Agrinam. |
| 37.789 | 2023-11-07 | 1832 Asset Management L.P. and Dynamic Credit Absolute Return Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1).Form 81-101F1 Contents of Simplified Prospectus, Item 8(2) of Part B.National Instrument 81-102 Investment Funds, ss. 2.3(1)(f), 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(2)(a.1), 15.8(3)(a), 15.8(3)(a.1), and 19.1(1).National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1, 2.3, 4.4 and 17.1(1).Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a) and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-dynamic-credit-absolute-return-fund | The Ontario Securities Commission has granted 1832 Asset Management L.P. (the Filer) and Dynamic Credit Absolute Return Fund (the Continuing Fund) relief from certain provisions of National Instruments 81-101, 41-101, 81-102, and 81-106. This allows the new ETF series of continuing funds to use the past performance, financial data, start date, and fund expenses of corresponding terminating funds in their sales communications, simplified prospectus, ETF facts documents, management reports of fund performance, and financial statements. The decision is based on the condition that the Continuing Fund's investment objectives and strategies will be substantially similar to those of the terminating funds, and that the Continuing Fund will be managed in a manner substantially similar to the terminating funds. The relief is granted under the condition that the Continuing Fund includes the applicable past performance data of the terminating funds in its communications, prospectus, and reports. |
| 37.782 | 2023-11-10 | Ares Strategic Mining Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ares-strategic-mining-inc | The Ontario Securities Commission (OSC) has approved the application of Ares Strategic Mining Inc. (the Applicant) to continue its operations under the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision is based on the Applicant's compliance with the OBCA, the Securities Act (Ontario), and other relevant securities legislation. The Applicant, originally incorporated under the OBCA in 2009, intends to move its corporate records to British Columbia due to the location of its head office and executives. The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. The Applicant's shareholders approved the move with a 98.653% majority. The OSC has determined that this move is not prejudicial to the public interest. Relevant laws and regulations include the OBCA, the Securities Act (Ontario), and Ontario Regulation 398/21. |
| 37.783 | 2023-11-10 | ABC Technologies Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/abc-technologies-holdings-inc | The Ontario Securities Commission (OSC) has granted ABC Technologies Holdings Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The decision is based on several factors: ABC Technologies is not an OTC reporting issuer under Multilateral Instrument 51-105; its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide; its securities are not traded on any public marketplace; and it is not in default of securities legislation in any jurisdiction. The decision is in line with the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 37.784 | 2023-11-10 | PolyMet Mining Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/polymet-mining-corp | The Ontario Securities Commission (OSC) has granted an application by PolyMet Mining Corp. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. This decision is based on several key facts: the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105; the Filer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide; no securities of the Filer are traded on a public marketplace in Canada or any other country; and the Filer is not in default of securities legislation in any jurisdiction. The decision is in line with the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 37.781 | 2023-11-13 | Portland Investment Counsel Inc. et al. | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/portland-investment-counsel-inc-et-al-0 | The Ontario Securities Commission (OSC) has granted an application from Portland Investment Counsel Inc. (the Filer) and its associated funds for an extension of the annual and interim financial statement filing and delivery deadlines under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The Filer requested the extension due to the Funds' investments in Underlying Funds with later financial reporting deadlines. The OSC granted a 90-day extension for the annual financial statement filing and delivery deadlines and a 60-day extension for the interim financial statement filing and delivery deadlines. The decision is based on the condition that the Funds will notify their respective securityholders of the extension and that the Funds' investment strategy remains the same. The decision will terminate within one year if there are any amendments to NI 81-106 or other rules that substantially modify the deadlines. |
| 37.778 | 2023-11-16 | Fidelity Advantage Bitcoin ETF et al. | National Instrument 81-102 Investment Funds, ss. 6.1(1), 6.2, 6.1(3)(b), 6.3 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-advantage-bitcoin-etf-et-al-0 | The Securities Commission granted an exemption to Fidelity Clearing Canada ULC (FCC) and Fidelity Digital Asset Services, LLC (FDAS) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows FCC to act as custodian or sub-custodian for crypto assets and related cash of investment funds primarily investing in crypto assets, despite not being an affiliate of a bank or trust company as required by section 6.2 of NI 81-102. Additionally, FDAS, which does not meet the equity requirement of section 6.3, is permitted to act as a sub-custodian for the funds' crypto assets outside of Canada. The decision also allows funds to appoint more than one custodian, enabling them to engage FCC for crypto assets and another qualified custodian for other portfolio assets. The relief is subject to conditions, including annual reporting to the principal regulator, maintaining minimum equity, oversight of FDAS by FCC, and ensuring appropriate insurance and risk management policies are in place. The decision expires in two years. |
| 37.779 | 2023-11-16 | TD Asset Management Inc. and The Funds | National Instrument 81-102 -- Investment Funds, ss. 4.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/td-asset-management-inc-and-funds | The Ontario Securities Commission has granted TD Asset Management Inc. (TDAM) relief from conflict of interest provisions, allowing its mutual funds to purchase equity securities in foreign jurisdictions where a related dealer acts as underwriter. This decision was made due to the growing prominence of TDAM's related dealers in equity underwriting activities in these jurisdictions, which was limiting the funds' ability to acquire securities. The decision is subject to independent review committee approval and securities must be distributed pursuant to a prospectus qualified in these jurisdictions or by private placement of securities of a public issuer in these jurisdictions. The relevant laws and regulations underpinning this decision include National Policy 11-203, National Instrument 81-102 Investment Funds, and National Instrument 81-107 Independent Review Committee for Investment Funds. |
| 37.780 | 2023-11-16 | Brandes Investment Partners & Co. and Nuveen Global Green Bond Fund | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brandes-investment-partners-co-and-nuveen-global-green-bond-fund | The Ontario Securities Commission has granted Brandes Investment Partners & Co. (the Filer) an extension of the prospectus lapse date for the Nuveen Global Green Bond Fund (the Fund) by 86 days. This decision, under the Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5), allows the Filer to consolidate the Fund's prospectus with the prospectus of other funds under its management. The Filer sought this exemption to reduce renewal, printing, and related costs and to streamline disclosure across its fund platform. The extension will not affect the accuracy of the information in the current prospectus or be prejudicial to the public interest. The Filer will amend the current prospectus and fund facts document(s) if any material changes occur in the Fund's business, operations, or affairs. The decision is based on National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and Multilateral Instrument 11-102 Passport System. |
| 37.777 | 2023-11-17 | McEwen Mining Inc. (formerly US Gold Corporation) | 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1) 2. National Instrument 71-101 The Multijurisdictional Disclosure System, s. 11. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mcewen-mining-inc-formerly-us-gold-corporation | The Securities Commission granted McEwen Mining Inc. (the Filer) an exemption from the prospectus requirement for certain marketing activities in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption allows investment dealers, acting as underwriters or selling group members, to use standard term sheets, marketing materials, and conduct road shows that are typically permitted under Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102) but are not explicitly allowed by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). The exemption was granted under the condition that these marketing activities comply with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102, as if the MJDS base shelf prospectus was a final base shelf prospectus under NI 44-102. The decision is based on the securities legislation of Ontario, specifically paragraph 74(1)2 of the Securities Act (Ontario). The Filer is a corporation incorporated under Colorado law, with its head office in Toronto, Ontario, and is a reporting issuer in multiple Canadian jurisdictions. The Filer has filed a registration statement with the U.S. Securities and Exchange Commission and intends to file a final MJDS prospectus in Canadian jurisdictions other than Québec. The Ontario Securities Commission, acting as the principal regulator, approved the exemption with the intention to rely on Multilateral Instrument 11-102 Passport System in several other Canadian provinces. The decision is made under the conditions that any road shows, standard term sheets, and marketing materials will adhere to the same standards as those required under NI 44-102. |
| 37.775 | 2023-11-20 | Premier American Uranium Inc. | National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3 and 19.1. Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7. National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1. OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/premier-american-uranium-inc | The Ontario Securities Commission (OSC) granted Premier American Uranium Inc. (the Filer) exemptions from certain requirements related to restricted securities under various securities regulations. The exemptions, subject to conditions, allow the Filer to avoid the limitations imposed on the use and disclosure of "restricted securities" terms in connection with their common shares (Common Shares) and compressed shares (Compressed Shares). The exemptions pertain to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally restrict the naming and treatment of securities with differing voting rights. The Filer's share structure includes Compressed Shares with 1,000 votes each, which would typically classify Common Shares as "restricted securities" due to their comparatively lesser voting rights. Key points include: - The Filer is a newly incorporated entity with limited operations and not yet a reporting issuer. - The Filer's share structure is designed to maintain its status as a foreign private issuer under U.S. securities law. - The Filer plans to acquire Premier Uranium Inc. and distribute shares to shareholders of Consolidated Uranium Inc. (CUR) as part of a spin-out transaction. - The Compressed Shares are intended for Premier's shareholders, with significant holdings by one U.S. resident, and are convertible into Common Shares under certain conditions. The OSC granted exemptions provided that: - The Filer's share structure remains as described, with no other restricted securities issued. - The Filer includes specific disclosures in its prospectuses and continuous disclosure documents reflecting the share structure and conversion rights. The decision allows the Filer to refer to its Common Shares as such in prospectuses and other documents without adhering to the usual restricted security requirements, provided the conditions are met. |
| 37.776 | 2023-11-20 | Terra Firma Capital Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/terra-firma-capital-corporation | The Ontario Securities Commission (OSC) has granted an application by Terra Firma Capital Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The decision is based on the Filer's representations that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of securities legislation in any jurisdiction. The decision was made under the Process for Cease to be a Reporting Issuer Applications, with the OSC acting as the principal regulator. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and Multilateral Instrument 11-102 Passport System. |
| 37.772 | 2023-11-21 | Canaccord Genuity G Ventures Corp. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am. 2. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canaccord-genuity-g-ventures-corp-0 | The Ontario Securities Commission (OSC) has issued an order for Canaccord Genuity G Ventures Corp. (the Applicant), under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA), acknowledging that the company is deemed to have ceased offering its securities to the public. This decision is based on the Applicant's representations, which include: 1. The Applicant is classified as an "offering corporation" under the OBCA. 2. The Applicant's registered and head office is in Toronto, Ontario. 3. The Applicant has no plans to seek public financing through securities offerings. 4. The Applicant received a prior order on November 7, 2023, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206. 5. The conditions stated in the previous Reporting Issuer Order remain accurate. The OSC, having reviewed the application and found that granting the order would not be contrary to the public interest, approved the request. Consequently, the Applicant is recognized as having ceased public securities offerings as of November 21, 2023. |
| 37.773 | 2023-11-21 | Osisko Green Acquisition Limited | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/osisko-green-acquisition-limited | The Ontario Securities Commission (OSC) has granted Osisko Green Acquisition Limited (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The Filer, a special purpose acquisition corporation (SPAC), could not identify and complete a qualifying transaction within its permitted timeline. Consequently, it will be wound up according to its articles and the policies of the Toronto Stock Exchange (TSX). The Filer's Class A Restricted Voting Shares were automatically redeemed and delisted from the TSX. All outstanding warrants also terminated. The Filer has no other outstanding securities except for Class B Shares held by the Filer's sponsor and certain founding securityholders. The Filer is not eligible to surrender its status as a reporting issuer under the simplified procedure in NP 11-206 due to the number of securityholders. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, National Policy 11-206, and Multilateral Instrument 11-102. |
| 37.774 | 2023-11-21 | IOU Financial Inc. and 9494-3677 Québec Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/iou-financial-inc-and-9494-3677-quebec-inc | The Securities Commission has granted an order for IOU Financial Inc. and 9494-3677 Québec Inc. to cease being reporting issuers. The decision was made as both companies met the necessary conditions: they are not OTC reporting issuers, have fewer than 15 securityholders in any Canadian jurisdiction, fewer than 51 worldwide, and their securities are not traded on any public marketplace. They are also not in default of any securities legislation. The order was based on the securities legislation, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and was supported by National Policy 11-206 and Multilateral Instrument 11-102. The outcome allows the companies to stop public reporting obligations in Canada. |
| 37.770 | 2023-11-22 | Logan Energy Corp. | National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d), 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/logan-energy-corp | The Securities Commission has granted Logan Energy Corp. (the Filer) an exemption from the requirement to have current annual financial statements and an Annual Information Form (AIF) to be eligible to file a short form prospectus. This decision is based on the provisions of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), specifically paragraph 2.2(d), and is subject to the conditions outlined in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). Key Facts: - The Filer, incorporated on March 10, 2023, is a reporting issuer in multiple Canadian provinces. - It acquired oil and gas assets from Spartan Delta Corp. through a spin-out transaction and became a reporting issuer as a result. - The Filer's shares are listed on the TSX Venture Exchange. - Its first financial year-end is December 31, 2023, with financial statements and AIF due by April 30, 2024. - The Filer has filed a Form 2B, providing financial statements and disclosures comparable to those required by NI 44-101. Reasoning: - The Filer's Form 2B includes audited financial statements and operating statements for the spin-out assets, offering disclosure comparable to annual financial statements. - The Filer does not qualify for the exemptions typically available to new or successor reporting issuers under NI 44-101. - The information on the Filer's SEDAR+ profile is materially similar to what would be included in a long form prospectus. Outcome: - The exemption allows the Filer to file a short form prospectus until the earlier of April 30, 2024, or the date it files its annual financial statements and AIF for the year ended December 31, 2023. - The Filer must include or reference the Form 2B in any preliminary and final short form prospectus filed before this exemption expires. The decision is supported by the Alberta Securities Commission as the principal regulator and reflects the decision of the securities regulatory authority in Ontario. The exemption is contingent on the Filer's compliance with the conditions set forth, ensuring investors have access to the necessary financial information. |
| 37.768 | 2023-11-23 | Predictiv AI Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/predictiv-ai-inc | The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Predictiv AI Inc. The CTO was originally issued due to the company's failure to file annual financial statements, management's discussion and analysis (MD&A), and certifications for the year ended January 31, 2022, as well as interim financial statements and related MD&A for subsequent periods, in accordance with National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109). Predictiv AI Inc., a reporting issuer in British Columbia, Alberta, and Ontario, has since remedied these defaults by filing all outstanding continuous disclosure documents. The company is now up to date with its filing obligations, has paid all necessary fees, and has updated its profiles on SEDAR+ and SEDI. Additionally, the company has committed to holding an annual meeting within three months post-revocation and will issue a press release regarding the revocation of the CTO. The OSC, as the Principal Regulator, determined that revoking the CTO meets the criteria set out in the applicable securities legislation. Consequently, the OSC issued an order revoking the CTO on November 23, 2023. |
| 37.764 | 2023-11-28 | Outcrop US Limited | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/outcrop-us-limited | The Securities Commission has rendered a decision concerning Outcrop US Limited (the Filer), resulting in the Filer ceasing to be a reporting issuer in all Canadian jurisdictions where it previously had this status. The decision was based on several key findings: 1. The Filer is not an OTC reporting issuer as defined under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and by fewer than 51 securityholders worldwide. 3. The Filer's securities are not traded on any marketplace or facility where trading data is publicly reported, either in Canada or internationally. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The Filer is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and Section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator for this application and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the Filer has been granted the Order Sought and is no longer a reporting issuer, thereby reducing its regulatory obligations related to reporting and disclosure. |
| 37.765 | 2023-11-28 | HS GovTech Solutions Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hs-govtech-solutions-inc | The Securities Commission has granted HS GovTech Solutions Inc. (the Filer) its request to cease being a reporting issuer in all Canadian jurisdictions where it held that status. This decision was made under the securities legislation of British Columbia and Ontario, specifically referencing section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The key considerations for this decision included: - The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. - The Filer has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. - The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. - The Filer has requested to cease being a reporting issuer in all jurisdictions where it currently has this status. - The Filer is not in default of any securities legislation in any jurisdiction. The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also represents the consent of the securities regulatory authority in Ontario. The application was made in accordance with the Process for Cease to be a Reporting Issuer Applications, and the Filer indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The outcome is that the Filer is no longer a reporting issuer, and therefore, it is no longer subject to the reporting requirements and obligations that are associated with that status. |
| 37.766 | 2023-11-28 | CI Financial Corp. | National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.32(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-financial-corp-0 | The Securities Commission granted CI Financial Corp. (the Filer) an exemption from the requirement to take up all securities deposited under their issuer bid before extending the bid, as per subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The Filer sought this exemption in relation to its proposed purchase of a portion of its issued and outstanding common shares via a modified Dutch auction, with the intent to provide value to shareholders and improve ownership for non-tendering shareholders. The Filer is a corporation in good standing under Ontario's Business Corporations Act, with its shares listed on the Toronto Stock Exchange. The offer was not contingent on financing, as the Filer would use available cash and credit facilities. The auction allowed shareholders to tender shares at specified prices within a defined range or to make purchase price tenders without specifying a price. The Filer would determine the purchase price after the offer's expiration, aiming to buy the maximum number of shares without exceeding the $100,000,000 cap. Provisions were made for proportional purchases and the treatment of odd lot holders. The exemption was necessary because the final purchase price could not be determined until after the expiry of the offer, which precluded the Filer from taking up and paying for shares before any potential extension of the offer. The exemption was granted on the condition that the Filer would adhere to the auction terms disclosed in the Circular, remain eligible for the liquid market exemption, and issue a press release announcing the exemption within one business day of receipt. The decision was supported by the Filer's compliance with relevant securities legislation and the Ontario Securities Commission's satisfaction that the exemption met the legislative test for such a decision. |
| 37.767 | 2023-11-28 | CWC Energy Services Corp. | Securities Act, R.S.A. 2000, c. S-4, s. 153. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cwc-energy-services-corp | The Securities Commission has granted CWC Energy Services Corp. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. This decision is based on several key findings: 1. The Filer is not an OTC reporting issuer, meaning it's not subject to U.S. over-the-counter market reporting obligations. 2. The Filer's securities are held by fewer than 15 securityholders in any single Canadian jurisdiction and by fewer than 51 holders globally. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The order is supported by the securities legislation of Alberta and Ontario, specifically section 153 of the Securities Act (R.S.A. 2000, c. S-4) and section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). Additionally, the Alberta Securities Commission is the principal regulator for this application, and the order reflects the decision of both Alberta and Ontario authorities. The regulatory framework includes National Policy 11-206 Process for Cease to be a Reporting Issuer, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The order was issued after confirming that the Filer met the necessary criteria for cessation of reporting issuer status. |
| 37.761 | 2023-11-30 | Evolve Funds Group Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-et-al-1 | The Ontario Securities Commission has granted Evolve Funds Group Inc., the investment fund manager for Evolve S&P/TSX 60 Enhanced Yield Fund and Evolve S&P 500i Enhanced Yield Fund, an extension of the prospectus lapse date. The extension is for 114 days, moving the lapse date from January 3, 2024, to April 26, 2024. This aligns with the lapse date of another prospectus for eight ETFs under the same management, allowing for consolidation of the prospectuses. The decision is based on the rationale that consolidating the prospectuses will reduce costs, streamline disclosure, and facilitate investor comparisons. The Securities Commission determined that there have been no material changes in the affairs of the Funds since the last prospectus, ensuring that the information remains current and accurate. The extension is not expected to be prejudicial to the public interest. The legal framework for this decision includes subsection 62(5) of the Securities Act (Ontario), which governs the lapse date of a prospectus, and the Process for Exemptive Relief Applications in Multiple Jurisdictions. The decision also relies on the understanding that material changes would be disclosed as required by legislation, and that new investors would receive the most recent documents related to the Funds. |
| 37.762 | 2023-11-30 | PenderFund Capital Management Ltd. et al. | National Instrument 81-102 Investment Fund, ss. 6.1(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/penderfund-capital-management-ltd-et-al-1 | The Securities Commission has granted PenderFund Capital Management Ltd. (the Filer) an exemption for its managed funds (the Existing Funds and Future Funds) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow the funds to: 1. Deposit portfolio assets with a borrowing agent not serving as the fund's custodian or sub-custodian in connection with short sales, subject to specific NAV percentage limits (Short Sale Collateral Relief). 2. Appoint more than one custodian, each qualified under NI 81-102, to enhance operational efficiency and reduce costs (Custodian Relief). The exemptions are conditional upon compliance with other relevant subsections of NI 81-102, including reconciliation of portfolio assets and daily NAV calculations. The British Columbia Securities Commission is the principal regulator, and the decision also applies to Ontario. The exemptions aim to reduce operational complexities and costs for the funds while maintaining asset safety and regulatory compliance. |
| 37.756 | 2023-12-07 | IVRnet Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ivrnet-inc | The Securities Commission has granted Ivrnet Inc.'s application to cease being a reporting issuer. This decision is based on the company's representation that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The application was processed under National Policy 11-206, with the Alberta Securities Commission acting as the principal regulator and the decision also applying to Ontario. The outcome allows Ivrnet Inc. to stop complying with the reporting obligations set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). |
| 37.757 | 2023-12-07 | 1403285 B.C. Ltd. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1403285-bc-ltd | The Securities Commission has granted 1403285 B.C. Ltd. (the Filer) an order to cease being a reporting issuer in Canada. This decision is based on the Filer's application and the following key points: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the securities legislation of British Columbia and Ontario, particularly under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The Filer had indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The outcome allows the Filer to cease its reporting obligations in Canada. |
| 37.753 | 2023-12-08 | Small Pharma Inc. (formerly, Unilock Capital Corp.) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/small-pharma-inc-formerly-unilock-capital-corp | The Securities Commission has granted Small Pharma Inc.'s application to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer. The key points leading to this decision include: 1. Small Pharma Inc. is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market reporting obligations. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. Its securities are not traded on any public marketplace in Canada or internationally where trading data is reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. Small Pharma Inc. is not in violation of any securities laws in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, determined that Small Pharma Inc. met the legislative criteria to cease being a reporting issuer and approved the application. The relevant laws and regulations include the Securities Act (Ontario) and Multilateral Instrument 11-102 Passport System, which facilitates a coordinated review process among Canadian jurisdictions. |
| 37.754 | 2023-12-08 | Terra Firma Capital Corporation – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/terra-firma-capital-corporation-s-16-obca | The Ontario Securities Commission (OSC) has issued an order recognizing that Terra Firma Capital Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Key points from the decision include: - The Applicant is an offering corporation under the OBCA and has its head office in Toronto, Ontario. - The Applicant has no plans to seek public financing through securities offerings. - Previously, on November 20, 2023, the Applicant received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. - The facts presented in the previous order remain accurate. The OSC concluded that deeming the Applicant to have ceased public offerings of its securities would not be detrimental to the public interest. Consequently, the OSC ordered that the Applicant is considered to have stopped offering its securities to the public under the OBCA as of December 8, 2023. |
| 37.752 | 2023-12-11 | RBC Global Asset Management Inc. and The Top Funds | National Instrument 81-102 Investment Funds, ss. 2.2(1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-and-top-funds-0 | The Securities Commission has granted an exemption to top funds managed by RBC Global Asset Management Inc. from the control restriction in section 2.2(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest in and hold more than 10% of the equity securities of related underlying private funds, which offer exposure to private alternative investment strategies. The underlying private funds are not considered investment funds under securities legislation and are not reporting issuers. The exemption is conditional on several factors, including that the top funds will not actively participate in the business or operations of the private funds, will be treated as arm's-length investors, and will not hold more than 20% of the equity or voting securities of any private fund. Additionally, investments in the private funds are considered illiquid and cannot exceed 10% of the net asset value of the top fund. The exemption is also subject to the condition that no duplicate fees are paid by the top funds for services provided to the private funds, and that the investments are disclosed to investors in financial statements and fund facts documents. The manager of the top funds must comply with conflict of interest requirements as per NI 81-107, and the prospectus of each top fund must disclose the potential for investment in the private funds. This decision is based on the belief that such investments provide unique diversification opportunities and the potential to improve risk-adjusted returns for the top funds. The exemption is granted under the securities legislation of Ontario and relies on Multilateral Instrument 11-102 Passport System for application in other Canadian provinces and territories. |
| 66.888 | 2023-12-11 | Denbury Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/denbury-inc | The Securities Commission has granted Denbury Inc. an order declaring that it has ceased to be a reporting issuer in Canada. This decision is based on several key factors: 1. Denbury Inc., headquartered in Texas, is a reporting issuer in all Canadian provinces and has been acquired by ExxonMobil Corporation, becoming its wholly-owned subsidiary. 2. Following the acquisition, Denbury's common shares were delisted from the New York Stock Exchange. 3. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading on any marketplace. 4. Denbury Inc. has complied with all necessary securities legislation, with minor exceptions related to late filings and non-substantive defects in materials related to a security holders' meeting. The order is supported by the applicable provisions of the Securities Act and National Policy 11-206, which guide the process for ceasing to be a reporting issuer. The decision reflects the consensus of the Decision Makers from Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. This outcome allows Denbury Inc. to discontinue its reporting obligations in Canada. |
| 66.889 | 2023-12-11 | Northwest & Ethical Investments L.P. and The Funds | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, 2.6.1(1)(c)(iv) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northwest-ethical-investments-lp-and-funds | The Securities Commission has granted Northwest & Ethical Investments L.P. (the Filer) on behalf of NEI Long Short Equity Fund and any future alternative mutual funds (the Funds) an exemption from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Funds to engage in short selling and cash borrowing up to a combined aggregate total of 100% of the Fund's net asset value (NAV), exceeding the standard 50% limit. The exemption also permits the Funds to exceed the usual 10% NAV limit for short selling securities of a single issuer when dealing with index participation units (IPUs) of IPU Issuers, allowing short sales up to a maximum of 100% of a Fund's NAV. The decision is based on the rationale that the Funds' investment strategies may necessitate market-neutral strategies or additional leverage beyond the standard limits. These strategies aim to provide positive returns regardless of market movements and can offer cost savings compared to using derivatives for the same exposure. The exemption will enable the Filer to manage the Funds more effectively and potentially reduce expenses, without increasing overall risk. The Commission's decision is contingent upon the Funds adhering to certain conditions, including compliance with the overall 300% aggregate gross exposure limit to cash borrowing, short selling, and specified derivatives, as well as maintaining risk management policies and procedures. The Funds must also provide full disclosure of their short selling and cash borrowing activities in their Prospectus, fund facts, and ETF facts documents. The exemption is granted with the understanding that it aligns with the Funds' investment objectives and strategies, and that it will not compromise investor interests. The decision underscores the flexibility required by alternative mutual funds to implement their investment strategies within the regulatory framework. |
| 66.886 | 2023-12-13 | CIBC Asset Management Inc. and Conservative Income Portfolio | National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-and-conservative-income-portfolio | The Securities Commission has granted CIBC Asset Management Inc. (CIBC) an exemption from the multi-layering restriction of National Instrument 81-102 Investment Funds (NI 81-102), which typically prohibits mutual funds from investing in other funds that themselves invest over 10% of their net asset value in other mutual funds. This exemption allows CIBC to implement a three-tier fund structure, with certain conditions. Under the terms of the exemption: 1. CIBC must be the registered investment fund manager for all funds involved in the three-tier structure. 2. The fund prospectuses must disclose that the funds may invest in reference funds which in turn may invest more than 10% of their assets in third-tier funds without charging additional management or administrative fees. 3. The investments must comply with all other requirements of section 2.5 of NI 81-102, barring any other granted discretionary relief. 4. There must be no duplication of management or administrative fees across the three tiers. 5. The structure must ensure fair treatment of investors and fair allocation of transaction costs. 6. Policies and procedures must be in place to manage liquidity and redemption risks due to cross-ownership within the structure. 7. Each fund must comply with disclosure requirements as if they were directly investing in the third-tier funds. 8. Reference and third-tier funds must not be alternative mutual funds and must not rely on discretionary relief to exceed leverage exposure limits. The decision is based on the expectation that this exemption will not be prejudicial to the public interest and will maintain fair treatment and investor protection. The Ontario Securities Commission, as the principal regulator, has issued this decision, which is applicable across multiple Canadian jurisdictions. |
| 66.884 | 2023-12-15 | I.G. Investment Management, Ltd. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s.62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ig-investment-management-ltd-et-al-6 | The Securities Commission has granted an application by I.G. Investment Management, Ltd. (IGIM) for an extension of the prospectus lapse dates for two groups of funds—the Sector Funds and the Twin Trust Funds—by 104 and 123 days respectively. This decision allows the consolidation of their prospectuses with that of other funds under IGIM's common management, known as the June Funds, which have a lapse date of June 29, 2024. The extension is based on the rationale that combining the prospectuses will reduce costs, streamline disclosure, and simplify comparison for investors. IGIM argued that renewing the prospectuses separately would be impractical and costly, and that the extensions would not affect the accuracy of the information in the prospectuses or be prejudicial to the public interest. The decision was made under subsection 62(5) of the Securities Act (Ontario) and is supported by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Manitoba Securities Commission is the principal regulator, and the decision is recognized by the securities regulatory authority in Ontario and is intended to be relied upon in other Canadian jurisdictions as per Multilateral Instrument 11-102 Passport System. The key conditions for the extension include that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, and that any material changes will be disclosed as required by legislation. The funds remain in compliance with securities legislation, and the current prospectuses and fund facts represent the current information of the funds. New investors will continue to receive the most recent fund facts documents. In summary, the Securities Commission's decision permits IGIM to extend the prospectus lapse dates for the Sector Funds and the Twin Trust Funds, enabling their consolidation with the prospectus of the June Funds, thereby streamlining the management and distribution of these funds. |
| 66.880 | 2023-12-18 | Manulife Investment Management Limited | National Instrument 81-102 Investment Funds, ss. 2.1(1) and 2.1(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manulife-investment-management-limited-4 | The Securities Commission has granted certain investment funds managed by Manulife Investment Management Limited, or its affiliates, an exemption from the concentration limits prescribed in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to invest more than the standard 10% (for mutual funds) or 20% (for alternative mutual funds and non-redeemable investment funds) of their net asset value in debt obligations issued or guaranteed by Fannie Mae or Freddie Mac. The decision is based on the fact that Fannie Mae and Freddie Mac are instrumentalities of the U.S. government and play a critical role in the U.S. mortgage industry. Although their debt is not explicitly guaranteed by the U.S. government, it is widely assumed that there is an implicit guarantee due to their significance in the mortgage market. During the 2008 financial crisis, both entities were placed under conservatorship to avoid default, reinforcing the perception of an implicit government guarantee. Their securities are considered government securities under the U.S. Investment Company Act of 1940, and they are rated equivalent to U.S. government debt by designated rating organizations. The exemption is subject to conditions that the securities must have a U.S. Government Equivalent Rating and a minimum credit rating at the time of purchase. The funds' prospectuses must disclose the permission to exceed the standard concentration limits and the associated risks, including the lack of an explicit government guarantee and the potential legislative changes that could affect the implied guarantee. If the credit rating of the securities falls below the required threshold or if U.S. Congress proposes or enacts legislation that could remove the implied guarantee, the funds must dispose of the securities in a manner that complies with the standard concentration limits of NI 81-102. |
| 66.881 | 2023-12-18 | Spitfyre Capital Inc. | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spitfyre-capital-inc | The Ontario Securities Commission (OSC) has granted consent to Spitfyre Capital Inc. for its continuation from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is pursuant to subsection 21(b) of Ontario Regulation 398/21 made under the OBCA and section 181 of the OBCA. Spitfyre Capital Inc., an offering corporation incorporated under the OBCA, is currently listed on the TSX Venture Exchange and is a reporting issuer in Ontario, British Columbia, and Alberta. The company has proposed a qualifying transaction involving an amalgamation with NeoTerrex Corporation, following which it plans to continue under the CBCA. The Commission's consent follows Spitfyre Capital Inc.'s representations that it is not in default under any provisions of the OBCA, the Securities Act (Ontario), or any other securities legislation where it is a reporting issuer, and it is not subject to any related proceedings. The company's shareholders approved the continuation without dissent at a meeting where the implications and reasons for the continuance were fully disclosed. The OSC's consent is based on the assessment that the continuation would not be prejudicial to the public interest. The decision was made on December 18, 2023. |
| 66.871 | 2023-12-20 | Affinor Growers Inc. | Securities Act, R.S.O. 1990, c.S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/affinor-growers-inc | The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against Affinor Growers Inc. The CTO was initially put in place because the company failed to submit required continuous disclosure materials. The revocation follows an application by the issuer for the CTO to be lifted, which was considered under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation order was made by the British Columbia Securities Commission, acting as the principal regulator, and was also recognized by the Ontario Securities Commission. The decision was based on the satisfaction of the criteria set out in the applicable securities legislation, which includes the Securities Act, R.S.O. 1990, c.S.5, as amended, and the provisions of section 144. The outcome is that the restrictions on trading securities of Affinor Growers Inc. imposed by the CTO have been lifted as of December 20, 2023. |
| 66.864 | 2023-12-21 | BMO Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.15(3) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-13 | The Securities Commission has granted an exemption to BMO Investments Inc. and its affiliates, allowing them to appoint Securities Finance Trust Company (eSecLending) as an agent for administering securities lending transactions for their investment funds. This exemption deviates from subsection 2.15(3) of National Instrument 81-102 Investment Funds (NI 81-102), which typically requires the agent to be a custodian or sub-custodian of the funds. The exemption was sought because eSecLending, despite not offering custodial services and therefore not qualifying as a custodian or sub-custodian, has specialized expertise in securities lending that could potentially lead to increased revenues for the funds. The Filer believes that eSecLending's bespoke programs and detailed reporting could improve the funds' securities lending returns. Key points in the decision include: - eSecLending's substantial experience and management of over USD $6.5 trillion in client assets. - eSecLending's inability to meet the equity requirement of $100,000,000 to qualify as a sub-custodian under NI 81-102. - The funds' assets and collateral will continue to be held by the funds' custodian, maintaining operational security. - The Filer will update the prospectuses of existing funds to reflect the appointment of eSecLending and ensure eSecLending complies with NI 81-102, including the standard of care. The exemption was granted under the securities legislation of multiple jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The decision was made considering that the exemption aligns with the legislative requirements and is in the best interest of the funds and their securityholders. |
| 66.865 | 2023-12-21 | Bridgemarq Real Estate Services Inc. | Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.5(a), 5.7(1)(a) and 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bridgemarq-real-estate-services-inc | The Ontario Securities Commission granted Bridgemarq Real Estate Services Inc. (the Filer) an exemption from certain minority approval and formal valuation requirements for related party transactions involving Residential Income Fund L.P. (the Partnership) or its subsidiaries. This exemption is based on the Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), specifically sections 5.5(a), 5.7(1)(a), and 9.1. The exemption allows the Filer to include the indirect equity interest held by Brookfield BBP (Canada) Holdings LP in the form of exchangeable Class B limited partnership units (Exchangeable LP Units) when calculating the Filer's market capitalization. This calculation is relevant for determining eligibility for the 25% market capitalization exemption for certain related party transactions. Key conditions of the exemption include: 1. The transaction must qualify for the Transaction Size Exemption under MI 61-101 if the Exchangeable LP Units were treated as convertible into Restricted Voting Shares of the Filer. 2. No material changes to the terms of the Exchangeable LP Units or the Special Voting Share. 3. Compliance with the rules and policies of the Toronto Stock Exchange (TSX) or other relevant exchange. 4. Disclosure requirements in material change reports and annual information forms, explaining the granted exemption and its implications on the 25% threshold for minority approval and formal valuation requirements. This decision is consistent with the treatment of operating entities of income trusts and reflects the economic equivalence of the Exchangeable LP Units to the Filer's Restricted Voting Shares. It acknowledges the need to consider the full equity value of the Filer, including Brookfield's interest, for a fair assessment of transaction sizes relative to the Filer's market capitalization. |
| 66.867 | 2023-12-21 | CI Investments Inc. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-38 | The Securities Commission granted CI Investments Inc. (CI) and its affiliates an exemption from certain provisions of National Instrument 31-103, which generally restricts a registered adviser from causing investment fund transactions between funds that the adviser manages. This exemption allows CI-managed funds, both public and private top funds, to make in-specie subscriptions to related private markets funds, transferring securities instead of cash as subscription payment. The decision applies to existing public and private top funds and any future funds managed by CI. The exemption is subject to conditions, including approvals from independent review committees, adherence to valuation procedures, and compliance with investment objectives. The rationale behind the exemption is to enable efficient management and cost-effective investment strategies for the funds involved, increasing their asset base and potential for better economies of scale and diversification. The decision is based on the understanding that the transactions will be in the best interests of the funds, will not involve any compensation for CI except for possible nominal administrative and trade execution charges, and will be recorded and kept for five years. The relevant regulatory framework includes National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, particularly sections 13.5(2)(b)(ii) and (iii), and the decision-making process follows the guidelines of National Policy 11-203 and Multilateral Instrument 11-102. The decision was made considering the funds' compliance with securities legislation, as well as CI's status and registration as a portfolio manager, investment fund manager, and exempt market dealer across Canadian provinces and territories. |
| 66.868 | 2023-12-21 | Invesco Canada Ltd. | National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/invesco-canada-ltd-25 | The Securities Commission has granted Invesco Canada Ltd. an extension for filing the final prospectus of its three funds. Typically, under subsection 2.3(1.1) of National Instrument 41-101 General Prospectus Requirements (NI 41-101), a final prospectus must be filed within 90 days of the preliminary prospectus receipt. However, Invesco sought and received an additional 60 days, allowing them to file by February 19, 2024. The extension was requested to align the filing of the final prospectus with the calendar year in which the units of the funds are to be listed on the Toronto Stock Exchange (TSX). This timing is crucial to avoid negative tax implications for the funds. The Securities Commission agreed to this exemption based on the application's details and the rationale provided, with the condition that there will be no pre-marketing of the funds prior to their launch. The decision is documented in a letter from Darren McKall, Manager of the Investment Funds and Structured Products Branch of the Ontario Securities Commission, and is supported by the applicable provisions of NI 41-101. The relief is contingent upon the final prospectus being filed by the specified extended deadline. |
| 66.863 | 2023-12-22 | Norris Lithium Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/norris-lithium-inc | The Securities Commission has granted an order for Norris Lithium Inc. to cease being a reporting issuer based on an application that followed the acquisition of all its common shares by Lithium One Metals Inc. through a statutory plan of arrangement. Post-arrangement, the only outstanding securities of Norris Lithium are warrants, which are now exercisable for shares of the acquirer, Lithium One Metals, rather than Norris Lithium. The decision was influenced by several factors: the acquirer is a reporting issuer with listed shares on the TSX Venture Exchange and is in compliance with continuous disclosure obligations; the warrants do not require Norris Lithium to provide continuous disclosure or remain a reporting issuer; and there is no intention for Norris Lithium to seek public financing. The order was issued under the relevant securities legislation, including the Securities Act (R.S.O. 1990, c. S.5, as amended), and was based on the fact that Norris Lithium's securities are not traded on any public marketplace and the company is not in default of any securities legislation. The order effectively means that Norris Lithium Inc. is no longer subject to the reporting requirements typically imposed on public companies in Canada. |
| 66.861 | 2023-12-28 | Nova Royalty Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nova-royalty-corp | The Securities Commission has granted an application by Nova Royalty Corp. (the "Filer") to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the criteria that the Filer's securities are owned by less than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide, the securities are not traded on any exchange or market, and the Filer is not in violation of any securities legislation. The application was processed under the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission served as the principal regulator and the order also represents the decision of the regulator in Ontario. The legal framework for this decision includes the Securities Act of British Columbia (R.S.B.C. 1996, c. 418, s. 88) and the Securities Act of Ontario (R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii)). The order confirms that the Filer has met the necessary conditions to cease being a reporting issuer, thereby relieving it of the reporting obligations associated with this status. |
| 66.860 | 2024-01-02 | Hut 8 Mining Corp. (formerly Oriana Resources Corporation) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hut-8-mining-corp-formerly-oriana-resources-corporation | The Securities Commission granted Hut 8 Mining Corp. (the Filer) an order to cease being a reporting issuer under the applicable securities laws. Hut 8 Mining Corp., a digital asset mining company, underwent a business combination with U.S. Data Mining Group, Inc. (USBTC) and Hut 8 Corp. (New Hut) through a plan of arrangement. As a result, Hut 8 Mining Corp. became a wholly-owned subsidiary of New Hut, and its common shares were exchanged for shares of New Hut common stock. The Filer's securities were delisted from the Toronto Stock Exchange and Nasdaq, and no securities of the Filer remain outstanding except for certain equity awards (RSUs, DSUs, Options, and Warrants), which were adjusted to be settled in New Hut Shares or cash equivalents. The Filer is not in default of any obligations under the securities legislation and has no intention to seek public financing. The decision was made based on the Filer's representations, including the completion of the arrangement, the adjustment of outstanding securities, the delisting of Filer's shares, and the fact that no securities are traded on any marketplace. The Filer is not an OTC reporting issuer and has provided notice to securityholders of its intention to cease being a reporting issuer. The order was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the relevant regulatory instruments including National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The Ontario Securities Commission, as the principal regulator, is satisfied that the Filer meets the criteria to cease being a reporting issuer. The decision was dated January 2, 2024. |
| 66.859 | 2024-01-03 | Stonecreek Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/stonecreek-capital-inc | The Securities Commission has granted Stonecreek Capital Inc. an order to cease being a reporting issuer, based on an application under the securities legislation of Alberta and Ontario. This decision, which applies to all Canadian jurisdictions where Stonecreek Capital Inc. is a reporting issuer, is supported by several key facts: 1. Stonecreek Capital Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in any single Canadian jurisdiction and fewer than 51 globally. 3. No securities of Stonecreek Capital Inc. are traded on any public marketplace or facility in Canada or internationally. 4. Stonecreek Capital Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The decision to grant the order is in accordance with the legislative requirements, specifically referencing the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The Alberta Securities Commission served as the principal regulator for this application, and the order reflects the agreement of both the Alberta and Ontario securities regulatory authorities. |
| 66.856 | 2024-01-09 | Fidelity Investments Canada ULC and Fidelity Global Growth Private Pool | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-and-fidelity-global-growth-private-pool | The Ontario Securities Commission has granted Fidelity Investments Canada ULC an extension of the prospectus lapse date for the Fidelity Global Growth Private Pool. This relief, allowed under subsection 62(5) of the Ontario Securities Act, extends the lapse date by 40 days to April 25, 2024. The extension aligns the prospectus renewal of the fund with other funds under Fidelity's management, facilitating a consolidated prospectus and reducing administrative burdens. Fidelity Investments Canada ULC, registered in multiple capacities across Canadian jurisdictions, manages the Fidelity Global Growth Private Pool, a mutual fund corporation. The fund is currently distributed under a prospectus dated March 16, 2023, which was set to lapse on March 16, 2024, requiring a renewal process to continue distribution. By extending the lapse date, Fidelity avoids the impracticality and cost of renewing the prospectus twice in a short timeframe for consolidation purposes. The decision was made considering that there have been no material changes in the affairs of the fund since the filing of the current prospectus, and any material changes would trigger an amendment as required by law. The extension will not compromise the accuracy of the fund's current information, and the fund's most recent fund facts document will continue to be provided to new investors. This exemption is granted without prejudice to the public interest. |
| 66.857 | 2024-01-09 | Genus Capital Management Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure ss. 2.1 and 6.1. National Instrument 81-102 Investment Funds, ss. 15.3, 15.6, 15.8, 15.1.1, and 19.1. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/genus-capital-management-inc-0 | The Securities Commission granted an exemption to Genus Capital Management Inc. (the Filer) on behalf of Genus High Impact Equity Fund (the Fund) from certain requirements under National Instruments 81-102, 81-101, and 81-106. This exemption allows the Fund to include past performance data in its sales communications, fund facts, and management reports of fund performance (MRFP), despite the data pertaining to a period before the Fund was a reporting issuer. The Fund, which has been compliant with NI 81-102 investment restrictions since inception, will use this data to calculate its investment risk rating. The exemption is conditional on the disclosure that the Fund was not a reporting issuer during the period the performance data relates to, and that expenses would have been higher had it been a reporting issuer. The decision also requires the Filer to post the Fund's financial statements since inception on the Fund's website and provide them to investors upon request. The outcome is grounded in the consideration that the Fund's past performance is reflective of its operations as a reporting fund, the differences in performance are mainly due to management fees between different series of units, and that the Fund's expenses are not materially different from a reporting fund. The exemption is expected to provide investors with meaningful information for investment decisions. The decision was made under the securities legislation of British Columbia and Ontario, with British Columbia Securities Commission as the principal regulator. The decision also applies to other Canadian provinces and territories under the Multilateral Instrument 11-102 Passport System. |
| 66.858 | 2024-01-09 | Manulife Investment Management Limited and Manulife EAFE Equity Fund | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/manulife-investment-management-limited-and-manulife-eafe-equity-fund | The Ontario Securities Commission (OSC) has granted an application for the Manulife EAFE Equity Fund to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The application was made by Manulife Investment Management Limited, with the OSC acting as the principal regulator under the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. Key factors influencing this decision include: - The Fund is not an OTC reporting issuer as per Multilateral Instrument 51-105. - The Fund's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide. - The securities are not traded on any public marketplace in Canada or internationally. - Manulife Investment Management Limited sought to have the Fund cease its reporting issuer status across Canada. - The Fund is compliant with all securities legislation requirements in the jurisdictions of concern. The decision was made under the authority of section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The OSC concluded that the application satisfied the legislative requirements for ceasing to be a reporting issuer, and thus the requested order was granted. |
| 66.855 | 2024-01-10 | Hammerhead Energy Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hammerhead-energy-inc | The Securities Commission has granted Hammerhead Energy Inc. an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision, which is rooted in the Securities Act (Ontario) and is influenced by National Policy 11-206, was based on several key findings: 1. Hammerhead Energy Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders globally. 3. No Hammerhead securities are traded on any public marketplace or facility where trading data is reported. 4. The company has requested to stop being a reporting issuer in all Canadian jurisdictions. 5. Hammerhead Energy Inc. is not in violation of any securities legislation. The Alberta Securities Commission, acting as the principal regulator and representing the Ontario securities regulatory authority, agreed that the company met the legislative criteria to cease being a reporting issuer. The order was thus approved, fulfilling the company's request. |
| 66.854 | 2024-01-11 | Alpha Lithium Corporation | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/alpha-lithium-corporation | The Securities Commission has granted an application by Alpha Lithium Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The application was evaluated under the relevant securities legislation, including the British Columbia Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Ontario Securities Act, R.S.O. 1990, c. S.5. The Filer met the necessary conditions for the order, which include: - The Filer is not an OTC reporting issuer. - The Filer's securities are owned by fewer than 15 securityholders in any single Canadian jurisdiction and by fewer than 51 securityholders worldwide. - The Filer's securities are not traded on any public market in Canada or any other country. - The Filer is not in default of any securities legislation. The order was made under Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, with the British Columbia Securities Commission acting as the principal regulator and the decision also representing the judgment of the regulator in Ontario. The outcome allows the Filer to cease its reporting obligations in Canada. |
| 66.853 | 2024-01-15 | Allkem Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/allkem-limited | The Securities Commission received an application from Allkem Limited (the Filer) for an order to cease being a reporting issuer across all Canadian jurisdictions where it currently holds this status. The Ontario Securities Commission served as the principal regulator for this application, with the Filer indicating reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other provinces. The decision was based on several key representations from the Filer: 1. It is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 globally. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The Filer is not in default of any securities legislation. Taking these representations into account, the principal regulator concluded that the Filer met the necessary criteria under the applicable securities legislation to cease being a reporting issuer. Consequently, the Order Sought was granted, allowing Allkem Limited to no longer be subject to reporting issuer obligations in Canada. This decision was made in accordance with the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 1(10)(a)(ii). The order was issued by Lina Creta, Manager of Corporate Finance at the Ontario Securities Commission. |
| 67.923 | 2024-01-26 | Hamilton Capital Partners Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hamilton-capital-partners-inc-0 | The Securities Commission granted an exemption to mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding sales communications. The exemption allows these funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, which would otherwise be restricted under paragraphs 15.3(4)(c) and (f) of NI 81-102. NI 81-102 typically requires that performance ratings or rankings in sales communications match the standard performance data periods and be current within specific time frames. However, the Filer sought relief from these requirements because the ratings and awards they wish to reference do not match the standard periods and are published annually, which would not comply with the usual time restrictions. The exemption was granted under the condition that the sales communications comply with other parts of NI 81-102 and include specific disclosures, such as the award or rating name, the number of funds in the category, the ranking entity, the period the award or rating is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not be more than 365 days old at the time of the communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made under the authority of section 19.1 of NI 81-102 and is consistent with the test set out in the Legislation for the principal regulator to make such a decision. The exemption is intended to provide investors with valuable information while ensuring transparency and clarity in mutual fund sales communications. |
| 67.924 | 2024-01-24 | Spark Power Group Inc. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spark-power-group-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order declaring that Spark Power Group Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant has confirmed that it is an offering corporation under the OBCA and has no plans to seek public financing through securities offerings. Additionally, the Applicant has previously been granted an order confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The order was made on January 23, 2024. |
| 67.925 | 2024-01-24 | Consolidated Uranium Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/consolidated-uranium-inc | The Securities Commission has granted an application by Consolidated Uranium Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Quebec. The decision was based on several key representations by Consolidated Uranium Inc.: 1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. There are fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The company's securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status. 5. The company is not in default of any securities legislation in any jurisdiction. The principal regulator concluded that the company met the necessary criteria to cease being a reporting issuer, and therefore, the application was approved. |
| 67.926 | 2024-01-23 | Newcrest Mining Limited | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/newcrest-mining-limited-0 | The Securities Commission has granted an order for Newcrest Mining Limited to cease being a reporting issuer in all Canadian jurisdictions. This decision is based on the application submitted by the company and is supported by several key facts: 1. Newcrest Mining Limited is not classified as an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or internationally where trading data is reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. The company is not in violation of any securities legislation in any jurisdiction. The order is in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision was made following the regulatory framework of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relies on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for its application across Canadian provinces and territories. The outcome is that Newcrest Mining Limited is no longer a reporting issuer and is relieved from the associated reporting obligations in Canada. |
| 67.927 | 2024-01-22 | The TDL Group Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tdl-group-corp | The Securities Commission has granted The TDL Group Corp. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The key points leading to this decision include: 1. The Filer is not an OTC reporting issuer as per Multilateral Instrument 51-105. 2. The Filer's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The Filer has requested to cease being a reporting issuer in all jurisdictions of Canada where it is recognized as such. 5. The Filer is not in violation of any securities legislation in any jurisdiction. The Ontario Securities Commission, acting as the principal regulator, has reviewed the application and determined that it meets the necessary criteria under the relevant legislation to approve the Filer's request. |
| 67.928 | 2024-01-22 | Blackrock Asset Management Canada Limited and The Exchange-Traded Mutual Funds | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blackrock-asset-management-canada-limited-and-exchange-traded-mutual-funds | The Securities Commission has granted an application by BlackRock Asset Management Canada Limited (the Filer) on behalf of certain exchange-traded mutual funds (the ETFs) for an extension of the prospectus lapse date. The extension allows the lapse date of the ETFs' current prospectus, dated February 2, 2023, to be moved to June 29, 2024, aligning it with the prospectus of other funds under the Filer's management (the iShares Funds). This decision is made under subsection 62(5) of the Securities Act (Ontario) and is intended to streamline operations, reduce costs, and facilitate easier comparison of fund features for investors. The Filer is a registered investment fund manager and is not in default of any securities legislation. The ETFs are in continuous distribution and listed on the Toronto Stock Exchange. Without the granted relief, the Filer would have to renew two separate prospectus documents within a short period, incurring unnecessary costs. No material changes have occurred in the ETFs' affairs since the current prospectus issuance, and the Filer will amend the prospectus and ETF Facts as required by law if any material change occurs. The principal regulator, the Ontario Securities Commission, has determined that the extension will not affect the accuracy of the information in the current prospectus or ETF Facts and is not prejudicial to the public interest. The decision meets the test set out in the legislation for the regulator to make the decision, and therefore, the requested relief is granted. |
| 67.929 | 2024-01-16 | H2O Innovation Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/h2o-innovation-inc | The Securities Commission has granted an order for H2O Innovation Inc. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was based on the application submitted by the company under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The company met the necessary conditions for the order, which included not being an OTC reporting issuer, having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and not having its securities traded on any public marketplace. Additionally, H2O Innovation Inc. was not in default of any securities legislation. The order was made in accordance with the relevant legislative provisions, including the Securities Act of Ontario, the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and other related regulations defining the process and terms for such applications. The outcome allows the company to cease its reporting issuer obligations in Canada. |
| 67.930 | 2024-01-16 | Spark Power Group Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spark-power-group-inc | The Securities Commission has granted an application by Spark Power Group Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the application was made through the established process for ceasing to be a reporting issuer. The company indicated its reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces and territories. The decision was based on several key representations by Spark Power Group Inc.: 1. The company is not an OTC reporting issuer. 2. It has fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company sought to cease being a reporting issuer in all Canadian jurisdictions where it was recognized as such. 5. The company is not in default of any securities legislation. The principal regulator concluded that the application met the necessary criteria and therefore approved the order for Spark Power Group Inc. to cease being a reporting issuer. |
| 67.931 | 2024-01-15 | Opsens Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/opsens-inc | The Securities Commission has granted an order for Opsens Inc. to cease being a reporting issuer. This decision is based on the application submitted by Opsens Inc. and is supported by several key facts: 1. Opsens Inc. is not an OTC reporting issuer under the relevant regulation. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. 3. Opsens Inc.'s securities are not traded on any public marketplace or facility in Canada or internationally where trading data is publicly reported. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. 5. Opsens Inc. is not in violation of any securities legislation in any jurisdiction. The decision, which aligns with the legislative requirements, was made by the principal regulator, the Autorité des marchés financiers, and also reflects the decision of the securities regulatory authority in Ontario. The order is supported by the securities legislation of the jurisdictions, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and is consistent with National Policy 11-206 regarding the process for ceasing to be a reporting issuer. |
| 67.932 | 2024-01-08 | Graymont Limited | Securities Act, R.S.B.C. 1996, c. 418, ss. 61 and 76. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 4. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/graymont-limited | The Securities Commission has granted an exemption from prospectus requirements for certain trades of Graymont Limited shares, under specific conditions. Graymont Limited, a lime and limestone product producer, is not a reporting issuer and has no intention of becoming one. Its shares are not traded on any public marketplace. The exemption applies to trades between "Permitted Transferees," which include extended family members of Graymont's founder, their holding companies, family trusts, current and former directors, officers, employees, and a charitable foundation associated with the family. The decision is based on the understanding that there is no public market for Graymont shares and none is expected to develop. The exemption is subject to conditions that include transfer restrictions as per the Graymont Shareholder Agreements, the presence of a legend on share certificates indicating resale and transfer restrictions, and the provision of annual audited and interim unaudited financial statements to shareholders. Additionally, before any transfer of shares to a Permitted Transferee who is not already a shareholder, Graymont must provide the most recent financial statements. The first trade of Graymont shares to anyone other than a Permitted Transferee will be considered a distribution. The decision, which is the result of an application under Multilateral Instrument 11-102 Passport System and National Policy 11-203, reflects the securities legislation of British Columbia and Ontario, specifically sections 61 and 76 of the Securities Act, R.S.B.C. 1996, c. 418, and sections 53 and 4 of the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 67.933 | 2023-12-05 | Bear Creek Mining Corporation | National Instrument 41-101 General Prospectus Requirements, s. 19.1. National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bear-creek-mining-corporation | The Securities Commission granted an exemption to a reporting issuer, allowing it to comply with the obligations applicable to venture issuers despite not meeting the standard definition of a venture issuer due to its cross-listing on the TSX Venture Exchange and the Risk Capital segment of the Bolsa de Valores de Lima. This decision was made under various National Instruments and Multilateral Instruments, including NI 41-101, NI 51-102, NI 52-107, NI 52-109, NI 52-110, NI 58-101, and MI 61-101. The issuer, a precious metals producer with properties in Mexico and Peru, is listed on several exchanges, including the TSX Venture Exchange and the Lima Stock Exchange's Risk Capital Segment, which caters to junior mining companies and defers to the primary exchange's requirements. The issuer had previously been granted similar relief, which it sought to expand to include all Canadian jurisdictions and to obtain relief from certain valuation and minority approval requirements. The exemption was conditional upon the issuer's continued compliance with Canadian securities legislation applicable to venture issuers, its ongoing listing on the specified exchanges, and the maintenance of the Risk Capital Segment's status as a junior market. The issuer must also inform the principal regulator of any material changes to the Risk Capital Segment or its status as a junior market. The decision was based on representations by the issuer regarding its compliance with the TSXV's requirements, its monitoring of the Risk Capital Segment's requirements, and the accuracy of the information provided about the Risk Capital Segment. The exemption allows the issuer to benefit from certain exemptions typically available to venture issuers and requires adherence to specific conditions related to minority approval in special transactions. The issuer is not permitted to rely on previous relief obtained in 2009. |
| 67.934 | 2023-12-01 | Better Collective A/S and Playmaker Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 121(2)(a)(ii). National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1. National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6. National Instrument 52-110 Audit Committees, s. 8.1. National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure, s. 12. National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer, s. 9.2. National Instrument 55-102 System for Electronic Disclosure by Insiders, s. 6.1. National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1. National Instrument 58-101 Corporate Governance Practices, s. 3.1. Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1(2). National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/better-collective-and-playmaker-capital-inc | The Securities Commission granted a Danish listed company, Better Collective A/S, an exemption similar to the one provided to designated foreign issuers under Part 5 of National Instrument 71-102 and other related regulations. This exemption was necessary because Denmark is not listed as a designated foreign jurisdiction. The relief exempts Better Collective from certain continuous disclosure requirements, insider reporting obligations, and early warning requirements for acquisitions of its voting or equity securities. The decision was based on several conditions, including Better Collective's compliance with Danish capital markets regulations, which are deemed as rigorous as those in Canada and certain designated foreign jurisdictions. The company must continue to be incorporated in Denmark, with less than 50% of its voting securities owned by Canadian residents, and its business must not be principally administered in Canada. Additionally, Better Collective's securities must not be registered under the U.S. Securities Exchange Act of 1934. Better Collective must file on SEDAR+ all documents required by Danish regulations, including financial statements prepared in accordance with International Financial Reporting Standards as adopted by the EU. The exemption is conditional upon Better Collective's compliance with Danish disclosure requirements and timely public disclosure of material information in Canada. The exemption for insiders from reporting requirements is granted provided they comply with Danish insider reporting regulations. Similarly, the exemption from early warning requirements for acquirers of Better Collective's securities is contingent upon compliance with Danish beneficial ownership reporting requirements. The granted exemptions are subject to a five-year expiration from the date of the decision. All documents filed on SEDAR+ must be in English, and if translated, must be accompanied by a certificate of accuracy. The decision is underpinned by various legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and multiple National Instruments covering continuous disclosure obligations, acceptable accounting principles, audit committees, insider reporting, and early warning systems, among others. |
| 67.935 | 2023-11-30 | West Island Brands Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-island-brands-inc | The Ontario Securities Commission granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was initially issued due to the company's failure to file audited annual financial statements, related management's discussion and analysis (MD&A), and certifications for the year ended December 31, 2022, as well as interim financial documents for March 31 and June 30, 2023. The company sought the partial revocation to conduct a private placement to accredited investors, aiming to raise up to $200,000 by issuing units composed of common shares and warrants. The proceeds are intended to fund the preparation and filing of overdue continuous disclosure documents and to pay related fees. The partial revocation was granted under sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended), subject to conditions that include providing each investor with a copy of the CTO and the partial revocation order, obtaining signed acknowledgments that the securities will remain under the CTO until fully revoked, and issuing press releases and material change reports regarding the financing and order. The order is effective until the earlier of the financing's closing or 60 days from the date of the order. The decision was made based on the company's representations and the regulator's satisfaction that the partial revocation met the legislative requirements. |
| 67.936 | 2023-11-29 | BMO Asset Management Inc. and BMO Gold Bullion ETF | National Instrument 81-102 Investment Funds, ss. 6.1(1), 9.4(2) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-asset-management-inc-and-bmo-gold-bullion-etf | The Securities Commission has granted an exemption to a fund from two requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow the fund to: 1. Appoint more than one custodian, specifically permitting the Bank of Montreal (BMO) to hold the fund's physical gold bullion, diverging from subsection 6.1(1) which typically requires a single custodian. 2. Accept physical gold bullion as payment for units of the fund, deviating from subsection 9.4(2) which generally restricts subscription proceeds to cash or securities. The exemptions are subject to conditions ensuring proper reconciliation and valuation of the fund's assets, and that each custodian only handles the assets transferred to it. The decision is based on the fund's operational needs, the specialized nature of storing bullion, and BMO's qualifications as a custodian. The fund, managed by BMO Asset Management Inc., aims to provide exposure to the price of gold by holding most of its assets in bullion. The exemptions are contingent upon compliance with the conditions set out in paragraph 9.4(2)(b) of NI 81-102. |
| 67.937 | 2023-11-29 | First Choice Products Inc. – s. 144 | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/first-choice-products-inc-s-144-0 | The Ontario Securities Commission (OSC) has granted a full revocation of a cease trade order (CTO) against First Choice Products Inc. The CTO, issued on February 22, 2013, was due to the company's failure to file certain continuous disclosure documents required by Ontario securities law. The company has since addressed the filing deficiencies, except for certain outstanding documents, and has paid all necessary fees. The decision to revoke the CTO was made under section 144 of the Securities Act (Ontario), which allows for revocation if it is not prejudicial to the public interest. The company has provided undertakings to the OSC, including holding a shareholder meeting within three months and not completing certain transactions involving non-Canadian businesses without meeting specific prospectus filing requirements. The revocation allows First Choice Products Inc. to resume trading its securities, subject to compliance with applicable securities legislation. The company has also committed to issuing a news release and filing a material change report upon revocation of the CTO to inform the public and outline future plans. |
| 67.981 | 2024-02-06 | Akumin Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/akumin-inc | The Securities Commission granted an order for Akumin Inc. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. Akumin Inc., a provider of outpatient radiology and oncology solutions in the U.S., underwent a reorganization plan approved by a U.S. bankruptcy court, which led to the company becoming privately-held and no longer subject to U.S. Securities Exchange Act registration. As part of the reorganization, Akumin Inc. issued contingent value rights (CVRs) to former shareholders, but the distribution of these CVRs to Canadian holders was contingent on the company ceasing to be a reporting issuer in Canada. Key Facts: - Akumin Inc. transitioned from an Ontario corporation to a Delaware corporation. - It was a reporting issuer in Canada and filed with the SEC in the U.S. - The company's common shares were delisted from both NASDAQ and the Toronto Stock Exchange. - A restructuring support agreement led to a prepackaged Chapter 11 bankruptcy filing. - The reorganization plan involved canceling existing common shares and issuing new securities, including CVRs, to former shareholders. - The CVRs are non-transferable rights to future cash payments contingent on specific trigger events. - Akumin Inc. is now a privately-held company in the U.S. with Stonepeak as the sole shareholder. Reasoning: - The distribution of CVRs to Canadian shareholders would be penalized if Akumin Inc. remained a reporting issuer in Canada. - The company is not an SEC registrant and does not have public reporting obligations in the U.S. - The CVRs will not be publicly traded or subject to SEC or Canadian reporting requirements. - The reorganization plan requires Akumin Inc. to not be subject to continuous disclosure obligations. - Canadian shareholders are protected by the Independent Accountant Certification Process for CVR distributions. - The company does not intend to seek public financing or distribute any securities in Canada other than CVRs and new notes under the reorganization plan. Outcome: The order was granted, allowing Akumin Inc. to cease being a reporting issuer in Canada. This enables the company to distribute CVRs to Canadian shareholders under the reorganization plan without conflicting with Canadian securities laws. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii). - National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. - U.S. Securities Exchange Act of 1934. - U.S. Bankruptcy Code. - National Instrument 51-102 Continuous Disclosure Obligations. - National Instrument 45-106 Prospectus Exemptions. |
| 67.982 | 2024-02-02 | NewGen Asset Management Limited | National Instrument 81-102 Investment Funds, ss. 2.6(2)(c), 2.6.1(1)(c)(v), 2.6.2, 6.1(1), 6.8.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/newgen-asset-management-limited-0 | The Securities Commission has granted alternative mutual funds managed by NewGen Asset Management Limited (NewGen) exemptions from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow these funds to engage in physical short selling and cash borrowing up to 100% of their net asset value (NAV), exceeding the usual 50% limit. Additionally, the funds are permitted to appoint multiple custodians and clarify that short sale proceeds are excluded when calculating non-custodial borrowing agent collateral limits under section 6.8.1 of NI 81-102. The decision is based on the rationale that these strategies are integral to the funds' investment objectives, which may include market-neutral, offsetting, inverse, or shorting strategies. The Commission recognized that physical short selling and cash borrowing can be more cost-effective and flexible than using derivative instruments for the same exposure, and that the funds' risk management policies are adequate to address the associated risks. The exemptions are subject to conditions ensuring that the funds comply with the leverage limit of 300% of NAV for combined exposure to short selling, cash borrowing, and specified derivatives, and that the funds' prospectuses disclose the ability to engage in these activities beyond the standard limits. The decision also allows funds to deposit portfolio assets with a borrowing agent not acting as the fund's custodian or sub-custodian, provided the value of these assets does not exceed 25% of the fund's NAV. Furthermore, funds can appoint additional custodians qualified under NI 81-102, enhancing operational efficiency and potentially increasing revenues from securities lending activities. The exemptions are contingent on the funds maintaining proper reconciliation of portfolio assets among custodians, and the additional custodians acting only for the portion of portfolio assets transferred to them. The decision was made under the securities legislation of Ontario and relies on Multilateral Instrument 11-102 for application in other Canadian jurisdictions. |
| 67.983 | 2024-02-02 | Hybrid Power Solutions Inc. | Securities Act, R.S.O. 1990, c. S.5, as am. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hybrid-power-solutions-inc | The Securities Commission has granted Hybrid Power Solutions Inc. (the Filer) an exemption from the requirement that audited financial statements must be accompanied by an auditor's report expressing an unmodified opinion, as per paragraph 3.3(1)(a)(i) of National Instrument 52-107 Financial Disclosure. This exemption applies to the Filer's financial statements for the years ended May 31, 2023, and May 31, 2022. The Filer, a clean energy company, is a reporting issuer in multiple Canadian jurisdictions and has its common shares listed on the Canadian Securities Exchange. The company underwent a corporate restructuring and name change, and its auditor, MNP LLP, expressed a qualified opinion on the 2022 financial statements due to an inability to verify opening inventory quantities. Despite this qualified opinion, the Filer's interim financial statements for the six-month period ending November 30, 2022, received an unmodified audit opinion. The Filer has since filed a final long form prospectus, which includes the audited interim financial statements and is in compliance with securities legislation, except for the qualified opinion issue. The exemption was granted based on the condition that the Filer's business is not seasonal and that there is a subsequent audited period of at least six months with an unmodified opinion, as per section 5.8(2) of 41-101CP. The Filer's 2023 financial statements contain an unmodified opinion for the year ended May 31, 2023, except for the comparative information from 2022. The Filer sought the exemption to rectify its default in securities legislation and to qualify for filing a short form base shelf prospectus under NI 44-101 and NI 44-102. The exemption was granted by the British Columbia Securities Commission, which is the principal regulator, and the decision also represents the decision of the securities regulatory authority in Ontario. The exemption is contingent upon the Filer meeting all other compliance requirements of NI 52-107. |
| 67.993 | 2024-02-12 | EnQuest PLC | Securities Act, R.S.A. 2000, c. S-4, s. 153. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/enquest-plc | The Securities Commission has granted an order for EnQuest PLC to cease being a reporting issuer in Canada. EnQuest, an independent energy company incorporated in the UK, has minimal connections to Canada, with no operations, employees, or offices in the country. The company's securities are primarily traded on the London Stock Exchange, and less than 2% of its securities are owned by Canadian residents, who also represent less than 2% of the total number of security holders. EnQuest became a reporting issuer in Alberta, British Columbia, and Ontario following an arrangement in 2010 but has not offered securities in Canada outside of that arrangement. The company is subject to UK securities laws and provides the same disclosure to all shareholders. It has no intention of offering its securities to Canadian residents or maintaining its reporting issuer status in Canada. The decision, which is in accordance with the securities legislation of Alberta and Ontario, is based on the company's compliance with UK securities laws, the lack of Canadian market activity for its securities, and the insignificant number of Canadian security holders. The company has also committed to providing Canadian security holders with the same information as UK residents. The order is supported by the relevant provisions of the Securities Act (Alberta) and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. EnQuest PLC will no longer be a reporting issuer in any Canadian jurisdiction following this decision. |
| 67.994 | 2024-02-07 | Brookfield Reinsurance Ltd. | National Instrument 44-102 Shelf Distributions, ss. 9.3(1)(b) and 11.1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-reinsurance-ltd-0 | The Ontario Securities Commission (OSC) has granted Brookfield Reinsurance Ltd. (the Filer) an exemption from the requirement under paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions (NI 44-102), which stipulates that only equity securities can be distributed via at-the-market (ATM) distributions using shelf procedures. The exemption pertains to the Filer's Class A-1 exchangeable non-voting shares (Class A-1 Exchangeable Shares), which are economically and functionally equivalent to Brookfield Corporation's class A limited voting shares (Brookfield Class A Shares) and convertible into class A exchangeable limited voting shares of the Filer (Class A Exchangeable Shares). The OSC's decision is based on the understanding that the Class A-1 Exchangeable Shares, while not carrying a residual right to participate in the company's assets upon liquidation or winding-up (and thus not qualifying as equity securities under the Legislation), offer an economic return equivalent to an investment in Brookfield Class A Shares, which are equity securities. The OSC concluded that granting the exemption would not be prejudicial to the public interest. The exemption is conditional upon the Filer meeting other requirements for ATM distributions as outlined in section 9.3 of NI 44-102, the distributed securities being Class A-1 Exchangeable Shares, and the Brookfield Class A Shares qualifying as equity securities under NI 44-102. This decision is applicable across multiple Canadian jurisdictions through the passport system, as indicated by the Filer's notice of reliance on subsection 4.7(1)(c) of Multilateral Instrument 11-102 Passport System (MI 11-102). |
| 67.995 | 2024-02-07 | Onex Canada Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1, 5.1(4) and 6.1. Item 10(b) of Part B of Form 81-101F1 Contents of Simplified Prospectus. Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/onex-canada-asset-management-inc | The Securities Commission granted exemptive relief to a group of mutual funds from certain sections of National Instrument 81-102 Investment Funds and other related instruments. This relief allows the funds to include past performance data in their sales communications and other disclosure documents, even though this data pertains to periods before the funds were distributed under a simplified prospectus or became reporting issuers. The funds in question, managed by Onex Canada Asset Management Inc., had been distributed on a prospectus-exempt basis and had similar management and fee structures before and after becoming reporting issuers. The relief also permits the use of this historical performance data to calculate the funds' investment risk levels according to the prescribed methodology. Additionally, the Commission granted relief from section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure, allowing the mutual funds to use past performance data for risk rating calculations in their simplified prospectus. The funds can also include this data in their fund facts document and annual and interim management reports of fund performance. Furthermore, the Commission granted relief to permit the consolidation of simplified prospectus disclosure for alternative mutual funds with those of mutual funds that are not alternative mutual funds. The decision was based on the understanding that the funds would be managed substantially similarly as reporting issuers as they were prior to that status, and that the historical data is meaningful for investors. The relief is contingent on the funds disclosing certain information regarding their status during the performance data periods and making their financial statements since inception available upon request. |
| 67.996 | 2024-02-06 | Consolidated Uranium Inc. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/consolidated-uranium-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Consolidated Uranium Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on the company's application and representations to the OSC, which include the company's status as an offering corporation, its location in Toronto, Ontario, its lack of intention to seek public financing through securities offerings, and its current status as a non-reporting issuer following an earlier order granted on January 24, 2024. The OSC determined that granting this order would not be against the public interest. The order was made on February 6, 2024, and is supported by the relevant provisions of the OBCA and the Securities Act (Ontario), as well as National Policy 11-206. |
| 68.015 | 2024-02-29 | Aurinia Pharmaceuticals Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aurinia-pharmaceuticals-inc-0 | The Securities Commission has granted Aurinia Pharmaceuticals Inc. an exemption from certain issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), allowing the company to purchase up to 15% of its outstanding common shares through the NASDAQ. This decision is based on the fact that the shares are not listed on any Canadian exchange and the impact on Canadian shareholders is limited. The exemption is subject to conditions, including compliance with U.S. securities laws and NASDAQ rules, and the total number of shares acquired does not exceed 15% of outstanding shares within a 12-month period. The exemption is valid for 36 months from the date of the decision, and the company must disclose the terms of the exemption and conditions in a press release prior to purchasing shares. The decision is supported by the Alberta Securities Commission as the principal regulator, and relies on the Multilateral Instrument 11-102 Passport System for application in other Canadian provinces, excluding Ontario, where the decision also applies directly. The exemption is contingent on the company's adherence to the conditions and reporting requirements. |
| 68.016 | 2024-02-28 | Horizons ETFs Management (Canada) Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-et-al-9 | The Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc. (the Filer) on behalf of Horizons 0-3 Month T-Bill ETF and Horizons 0-3 Month U.S. T-Bill ETF (the Funds) to extend the prospectus lapse date from April 4, 2024, to August 4, 2024. This decision is under subsection 62(5) of the Securities Act (Ontario) and is based on the rationale of consolidating the prospectus of these Funds with that of other funds under the Filer's management to reduce costs and streamline investor information. The Filer is a registered investment fund manager and the Funds are exchange-traded mutual funds in Ontario, with compliance in all Canadian jurisdictions. The extension will align the Funds' prospectus renewal with that of other funds (the August Funds) managed by the Filer, whose prospectus lapses on August 4, 2024. This consolidation is expected to benefit investors by simplifying comparisons and reducing redundancy in renewal processes. The Commission determined that there have been no material changes in the Funds' affairs since the last prospectus, and any future material changes will be disclosed as required by law. The exemption is not anticipated to impact the accuracy of information or be prejudicial to the public interest. The decision was made in accordance with the test set out in the applicable securities legislation. |
| 68.017 | 2024-02-28 | West Island Brands Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-island-brands-inc-0 | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was originally issued due to the company's failure to file audited annual financial statements and other required documents. The partial revocation allows the company to proceed with a private placement to accredited investors in order to raise up to $200,000 through the issuance of units. The proceeds will be used to bring the company into compliance with its continuous disclosure obligations, pay outstanding fees, and for working capital. The decision is based on the company's representations, including its intention to use the financing to resolve outstanding issues and its commitment to provide subscribers with relevant information about the CTO and the partial revocation. The order is contingent upon the company meeting certain conditions, such as providing subscribers with copies of the CTO and the order, and obtaining signed acknowledgments from them. The partial revocation is based on the test set out in the Securities Act (Ontario) and is subject to the conditions that the company complies with the requirements set by the OSC. The order will expire 60 days from the date of issuance or upon the closing of the financing, whichever comes first. The relevant legislative provisions include Section 144 of the Securities Act (Ontario) and National Policy 11-207 regarding Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. |
| 68.018 | 2024-02-27 | Nighthawk Gold Corp. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nighthawk-gold-corp-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) stating that Nighthawk Gold Corp. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations, including that it is an offering corporation under the OBCA, it has no plans for public securities offerings, and it has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be adverse to the public interest. The decision was made on February 27, 2024, and is supported by the relevant provisions of the OBCA and the Securities Act (Ontario). |
| 68.019 | 2024-02-27 | Forza Petroleum Limited (formerly Oryx Petroleum Corporation Limited) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/forza-petroleum-limited-formerly-oryx-petroleum-corporation-limited | The Securities Commission has granted an application by Forza Petroleum Limited for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). The key points leading to this decision include: 1. Forza Petroleum Limited is not an OTC reporting issuer. 2. The company's securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The company's securities are not traded on any public marketplace or facility where trading data is publicly reported. 4. Forza Petroleum Limited is not in default of any securities legislation in any jurisdiction. The Alberta Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The company relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian provinces. The decision was made after determining that the application met the legislative requirements for a company to cease being a reporting issuer. |
| 68.020 | 2024-02-27 | Agrifoods International Cooperative Ltd. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agrifoods-international-cooperative-ltd-0 | The Ontario Securities Commission granted Agrifoods International Cooperative Ltd. (the Filer) an exemption from the dealer registration requirement, the prospectus requirement, and any resale restrictions under Ontario securities legislation for the issuance and trading of Membership Shares and Investment Shares as defined by the Canada Cooperatives Act. This decision is based on the Filer's status as a cooperative under federal law, its services to dairy producers, and its capital structure, which includes Membership Shares and Investment Shares held by Members, Auxiliary Members, and potentially employees under an Employee Plan. The Filer is not a reporting issuer and does not intend to become one. It operates a private facility for trading Investment Shares in British Columbia, Alberta, and Saskatchewan and is seeking similar relief to operate in Ontario and Manitoba. The Filer is also seeking clearing agency relief to operate this facility. The exemption is subject to conditions, including limits on the value of shares issued to a member per year and in total, and restrictions on who may hold and trade the shares. The Filer must also continue to comply with the Federal Co-Op Act, deal fairly with its members, and not provide investment recommendations. The decision is supported by the rationale that the policy considerations for provincial cooperative associations apply equally to federal cooperatives. The Filer must also provide annual financial statements to its members and maintain a register of Investment Shares to facilitate and monitor trades. The exemptions will cease to be effective if the Filer amends its articles or by-laws in a material way without the Commission's consent. The Filer is required to deal fairly, honestly, and in good faith with its stakeholders and not to provide recommendations or advice regarding the purchase, sale, or holding of shares. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and other relevant securities legislation. |
| 68.021 | 2024-02-24 | Onex Canada Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/onex-canada-asset-management-inc-0 | The Securities Commission granted an exemption to investment funds managed by Onex Canada Asset Management Inc. (the Filer) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows funds that are qualified institutional buyers to purchase and hold Rule 144A fixed income securities without these securities being considered illiquid assets under NI 81-102, subject to conditions. Rule 144A under the U.S. Securities Act of 1933 provides an exemption for resales of unregistered securities to qualified institutional buyers, which typically include entities managing at least USD $100 million in securities. While public resales of these securities are subject to holding periods, trades between qualified institutional buyers are not. The exemption was sought because the Filer believes that certain Rule 144A securities offer attractive investment opportunities and should not be deemed illiquid due to their active trading among institutional investors. The Filer argued that these securities can be as liquid as registered securities and that including them as illiquid assets could prevent funds from accessing beneficial investment opportunities. The exemption is conditional upon the funds being qualified institutional buyers at the time of purchase, the securities being traded on a mature and liquid market, and the securities not being considered illiquid under part (a) of the definition in NI 81-102. Additionally, the funds must disclose in their prospectus that they have obtained this exemption. The decision was made considering the Filer's representations, including the growth and liquidity of the Rule 144A securities market, the ability of qualified institutional buyers to trade these securities freely, and the Filer's risk management policies and procedures. The Commission concluded that granting the exemption would not be prejudicial to the public interest. |
| 68.022 | 2024-02-23 | Nighthawk Gold Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nighthawk-gold-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the issuer meeting specific criteria outlined in the securities legislation. The key points leading to this decision include: 1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The issuer's securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The issuer's securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The issuer is not in default of any securities legislation in any jurisdiction. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii), and is supported by the issuer's compliance with the relevant provisions of National Policy 11-206 and Multilateral Instrument 11-102. The Ontario Securities Commission, acting as the principal regulator, has determined that the issuer has met the legislative requirements to cease being a reporting issuer, and thus the order was granted. |
| 68.023 | 2024-02-23 | Ridgewood Capital Asset Management Inc. and Ridgewood Canadian Investment Grade Bond Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ridgewood-capital-asset-management-inc-and-ridgewood-canadian-investment-grade-bond-fund | The Securities Commission has granted an exemption to a financial management company, allowing it to consolidate the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision deviates from the standard requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which typically prohibits such consolidation unless both funds are alternative mutual funds. The rationale for the exemption is to reduce costs associated with renewals and printing, and to streamline the distribution and disclosure processes for the company's fund platform. The Commission recognized that despite being alternative mutual funds, the funds in question share many operational and administrative features with conventional funds, and combining them in the same SP would allow for easier comparison for investors. The decision was also influenced by the fact that there is no equivalent provision to subsection 5.1(4) of NI 81-101 in National Instrument 41-101 General Prospectus Requirements (NI 41-101), which governs exchange-traded funds (ETFs). This means that ETFs that are alternative mutual funds can be consolidated with ETFs that are conventional mutual funds, suggesting a precedent for similar treatment of mutual funds under NI 81-101. The Commission concluded that the exemption meets the legislative test and granted it accordingly. The outcome allows the financial management company to combine the SPs of its alternative and conventional mutual funds, facilitating a more efficient and cost-effective disclosure process. |
| 68.024 | 2024-02-21 | Q4 Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/q4-inc | The Ontario Securities Commission (OSC) has approved an application from a company (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. This decision is based on the Filer meeting specific criteria under the applicable securities legislation, particularly the Securities Act, R.S.O. 1990, c. S.5, as amended, and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The key facts supporting the decision include: 1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The Filer's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. The Filer's securities are not traded on any public marketplace or facility where trading data is reported. 4. The Filer has requested to cease being a reporting issuer in all jurisdictions where it currently has this status. 5. The Filer is not in default of any securities legislation in any jurisdiction. The OSC, as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer, and therefore, the order was granted. The decision also references the reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions outside Ontario. |
| 68.025 | 2024-02-21 | Li-Cycle Holdings Corp. | Statutes Cited: 1. National Instrument 51-102 Continuous Disclosure Obligations, s. 4.3(4)(d) and Part 13. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/li-cycle-holdings-corp | The Ontario Securities Commission granted an exemption to a corporation from the requirement to file restated interim financial reports in accordance with U.S. GAAP by the deadline for filing its audited annual financial statements for the year ended December 31, 2023. This exemption was made under Section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), specifically subsection 4.3(4). The company faced unexpected delays due to employee departures and the demands of a strategic review, which impeded the completion of the restated interim financial reports. The exemption is conditional upon the company filing the restated interim financial reports and related Management's Discussion and Analysis (MD&A) within 45 days of filing its annual financial statements or by May 14, 2024, whichever is earlier. Additionally, the company must issue a news release by the date of filing its annual financial statements, disclosing its reliance on the exemption, the existence of an insider trading black-out policy, and the expected date for filing the restated interim financial reports and MD&A. The company is also prohibited from filing a preliminary or final prospectus for any securities offering in Canada until it has filed all documents required under the exemption. The decision was made in accordance with the relevant securities legislation and regulations, including subsection 4.3(4) of NI 51-102 and Part 13, and was issued on February 21, 2024, by Erin O'Donovan, Manager of the Corporate Finance Branch of the Ontario Securities Commission. |
| 68.026 | 2024-02-20 | Algonquin Power & Utilities Corp. | National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1, ss. 1.6(1), 1.6(6), 1.6(7), 1.1, 4.1, item 8 of Form 44-101F1; s. 14.1(1). National Instrument 33-105 Underwriting Conflicts, s. 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/algonquin-power-utilities-corp-0 | The Securities Commission has granted Algonquin Power & Utilities Corp. (the Filer) an exemption from certain disclosure and filing requirements typically applicable to selling securityholders in the context of a remarketing of senior notes due 2026. This decision is based on the Filer's application and representations, which include the following key points: 1. The Filer's senior notes were initially offered to the public in Canada and the U.S. as part of an offering of equity units. 2. The equity units consist of a purchase contract and a partial beneficial interest in the senior notes. 3. The equity units are traded on the New York Stock Exchange, and the notes were pledged to the Filer to secure payment obligations under the purchase contracts. 4. The Filer plans to file a new base shelf prospectus and subsequent prospectus supplements for the purpose of remarketing the notes, primarily in the U.S. 5. Unitholders have the option to participate in the remarketing by default, unless they opt out. 6. The Filer contends that while the unitholders may technically be considered selling securityholders, they are passive participants and do not actively influence the remarketing process. The Commission's decision to grant the exemption is based on the impracticality of complying with the selling securityholder requirements due to the wide distribution of the equity units and limited visibility of the unitholder identities. The exemption relieves the Filer from the obligation to provide certain disclosures and filings for participating securityholders, including the appointment of an agent for service of process for foreign participants and various disclosure requirements outlined in National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 33-105 Underwriting Conflicts. The decision is supported by the belief that the exemption is consistent with the legislative test and is justified by the circumstances presented by the Filer. The Ontario Securities Commission, acting as the principal regulator, has approved the exemption, which will apply across all Canadian jurisdictions. |
| 68.027 | 2024-02-14 | Counsel Portfolio Services Inc. | National Instrument 81-102 Investment Funds, ss.15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/counsel-portfolio-services-inc-7 | The Securities Commission granted an exemption to Counsel Portfolio Services Inc. from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f). This exemption allows the company to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in sales communications for their mutual funds. The key reasons for the exemption include the recognition that these awards and ratings provide valuable, objective insights to investors, and that the standard requirements of NI 81-102 would unduly restrict the company's ability to communicate this information. The standard requirements would normally necessitate performance ratings to match specific time periods and be published within a certain timeframe relative to the calendar month end to which they apply. The exemption is subject to conditions ensuring that the sales communications comply with other parts of NI 81-102 and include clear disclosure of the award or rating details, such as the category, number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not be more than 365 days old at the time of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. This decision is underpinned by the authority granted to the Securities Commission by section 19.1 of NI 81-102 to exempt parties from certain requirements when it is deemed not to be prejudicial to the public interest. |
| 68.028 | 2024-02-14 | Exxon Mobil Corporation | National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/exxon-mobil-corporation-1 | The Securities Commission in Alberta and Ontario has granted Exxon Mobil Corporation an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). This decision is based on the fact that less than 10% of Exxon Mobil's securities are beneficially owned by Canadian residents, and the company will continue to be a U.S. issuer and an SEC foreign issuer. The exemption is conditional on Exxon Mobil complying with the oil and gas disclosure requirements of the U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), and filing such disclosures. Additionally, the company must issue a news release in Canada stating its adherence to U.S. disclosure rules rather than NI 51-101, and file the oil and gas disclosure with the securities regulatory authorities in the reporting jurisdictions promptly after filing in the U.S. The decision is supported by the fact that Exxon Mobil is a corporation governed by New Jersey laws, is a reporting issuer in Canada, and is not in default of Canadian securities legislation. The company's securities are registered under the U.S. Securities Exchange Act of 1934 and listed on the NYSE. The company has conducted a thorough investigation to confirm the residency of its security holders, concluding that Canadian residents do not own more than 10% of any class or series of its securities. The exemption is made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator for the application. The decision reflects the test set out in the legislation for the decision maker to grant such an exemption. |
| 68.029 | 2024-02-14 | Kingwest & Company et al | 1. National Instrument 81-102 Investment Funds, sections 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1) and 15.1.1. 2. National Instrument 81-101 Mutual Fund Prospectus Disclosure, section 2.1. 3. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b) of Part B. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kingwest-company-et-al | The Securities Commission granted an exemption to an alternative mutual fund, allowing it to include past performance data from a period when its securities were offered on a prospectus-exempt basis in its sales communications, simplified prospectus, fund facts documents, and annual and interim management reports of fund performance. This decision was made under various sections of National Instruments 81-102, 81-101, and 81-106, which generally restrict the use of past performance data to periods where securities were distributed under a simplified prospectus and for at least 12 consecutive months. The fund, managed by Kingwest & Company, has been operating since 1995 and intends to offer its units publicly in Ontario. The exemption was granted on the condition that the fund's management after becoming a reporting issuer remains substantially similar to its management prior to that status, with similar fee structures and no significant increase in the management expense ratio. The exemption is subject to the fund disclosing that it was not a reporting issuer during the referenced period, that expenses would have been higher had it been a reporting issuer, that exemptive relief was obtained for the disclosure, and that financial statements for the period are available on the fund's website and upon request. The decision is based on the rationale that the past performance data and financial data are significant and meaningful to both existing and prospective investors, and that the fund has been managed in compliance with mutual fund regulations since its inception. |
| 68.030 | 2024-02-09 | Woodbine Resources Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/woodbine-resources-corp | The Securities Commission has granted an order for Woodbine Resources Corp. (the Filer) to cease being a reporting issuer in British Columbia, Alberta, and Ontario. The decision is based on several key points: 1. The Filer's securities are owned by fewer than 50 beneficial owners, none of whom are through an exchange or market. 2. The Filer became a reporting issuer by filing a prospectus for an IPO, which did not close due to adverse market conditions. 3. The Filer does not plan to offer its securities publicly and has no securities traded on any marketplace. 4. Securityholders are informed about the Filer's intention to cease being a reporting issuer. The order is supported by the relevant legislative provisions, including Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and Section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). The Filer is not in default of any securities legislation. The British Columbia Securities Commission is the principal regulator for this application, and the order also represents the decision of the regulator in Ontario. The Filer has followed the required process, including providing notice of reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The decision was made on the basis that the order meets the test set out in the Legislation for the Decision Makers to grant the order sought. |
| 68.031 | 2024-02-07 | Element Technical Services Inc. (formerly Essential Energy Services Ltd.) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/element-technical-services-inc-formerly-essential-energy-services-ltd | The Securities Commission has granted an application by Element Technical Services Inc. (the Filer) to cease being a reporting issuer under applicable securities laws. The Filer, an Alberta corporation, underwent a business combination involving a two-step amalgamation process, after which it became a reporting issuer in multiple Canadian jurisdictions. However, the Filer did not meet the criteria for the simplified procedure to cease being a reporting issuer because it had more than 15 securityholders in Alberta and failed to file interim financial documents (Post-Business Combination Defaults). Despite these issues, the Filer was eligible for the requested relief because it had fewer than 15 beneficial securityholders in each reporting jurisdiction except Alberta, and fewer than 51 securityholders worldwide. Additionally, the Filer's securities were not traded on any public marketplace, and the company had no plans for public financing in Canada. The Filer was not in default of any reporting obligations other than the Post-Business Combination Defaults. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order confirms that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada where it previously had this status. |
| 68.032 | 2024-02-01 | BBTV Holdings Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bbtv-holdings-inc | The Securities Commission has granted an application by a company for it to cease being a reporting issuer. The decision is based on the company meeting specific criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in any Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The decision is supported by the Securities Act of British Columbia and Ontario, and the Multilateral Instrument 11-102 Passport System, as well as National Policy 11-206. The outcome allows the company to stop fulfilling the reporting obligations required of public companies. |
| 68.033 | 2024-01-30 | CI Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.9.1, 15.3(2), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1) and (3)(a.1), 15.1.1(a) and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b). Form 81-101F3 Contents of Fund Facts Document, Item 4.2(a). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report on Fund Performance, Items 3.7(1), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B, Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-39 | The Securities Commission has granted exemptive relief to CI Investments Inc. and the CI Auspice Alternative Diversified Corporate Class (Top Fund) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and related disclosure requirements. The relief pertains to the use of Absolute Value at Risk (Absolute VaR) for leverage exposure and the use of past performance data from the Auspice Diversified Trust (Underlying Fund) in sales communications and risk rating calculations. Key points of the decision include: 1. Leverage Relief: The Top Fund is allowed to manage its portfolio risk using Absolute VaR, not exceeding 20% of its net asset value, instead of adhering to the 300% aggregate exposure limit to cash borrowing, short selling, and specified derivatives transactions as per section 2.9.1 of NI 81-102. 2. Performance Relief: The Top Fund can include past performance data of the Underlying Fund in its sales communications, fund facts, and management reports, even for periods before the Underlying Fund was a reporting issuer, subject to certain disclosure requirements. 3. Risk Rating Disclosure: The Top Fund is permitted to use the Underlying Fund's past performance data to calculate its investment risk rating and disclose this in its prospectus and fund facts. 4. Conditions: The relief is subject to conditions, including the Filer's compliance with the Absolute VaR test, appropriate disclosure of leverage risks, and notification to the OSC of any non-compliance with the Absolute VaR limit. 5. Expiration: The decision expires on February 22, 2027. The decision is based on the belief that the Absolute VaR approach is more suitable for managing the unique investment strategies of the Top Fund and that allowing the use of the Underlying Fund's past performance data will enable a more efficient and cost-effective means for the Top Fund to achieve its investment objectives. The relief is granted under the assumption that it meets the test set out in the Legislation for the principal regulator to make the decision. |
| 68.034 | 2024-01-12 | Gran Tierra Energy Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gran-tierra-energy-inc-2 | The Securities Commission granted Gran Tierra Energy Inc. (the Filer) an exemption from the formal issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), allowing the Filer to purchase its own shares through the facilities of the NYSE American and other U.S. markets in connection with its normal course issuer bid (NCIB) on the Toronto Stock Exchange (TSX). This decision is subject to conditions that align with the TSX's normal course issuer bid rules, ensuring that the aggregate limit of shares purchased does not exceed 10% of the Filer's public float as defined by the TSX Company Manual. The exemption is conditional upon compliance with U.S. securities laws, including Rule 10b-18 under the 1934 Act, which provides a safe harbor from liability for manipulation. The Filer's purchases must also adhere to the TSX's rules, including the maximum allowable purchase limits, and must be reported via a press release outlining the terms and conditions of the exemption. The exemption is valid for 36 months from the date of the decision and is limited to the number of shares that can be acquired within any 12-month period, ensuring that the total does not exceed 5% of the outstanding shares at the beginning of that period when combined with other market purchases. The decision was made by the Alberta Securities Commission, acting as the principal regulator, and also reflects the decision of the securities regulatory authority in Ontario. |
| 68.425 | 2024-04-02 | General Electric Company | Securities Act, R.S.O. 1990, c. S.5 as am., ss. 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/general-electric-company-0 | The Securities Commission has granted an exemption from the prospectus requirements for a U.S.-based company, General Electric Company (the Filer), to distribute shares of its U.S. subsidiary, GE Vernova LLC (SpinCo), to its Canadian shareholders. This distribution is part of a spin-off transaction where the Filer's shareholders will receive shares of SpinCo as a dividend in specie, on a pro rata basis, without any action required on their part. Key points include: - The Filer is not a reporting issuer in Canada and has a minimal presence in the country, with Canadian shareholders holding approximately 0.02% of its shares. - The spin-off is part of a larger corporate restructuring, where the Filer is creating three public companies focused on aviation, healthcare, and energy. - The Filer's shares are listed on the New York Stock Exchange (NYSE), and SpinCo shares will also be listed on the NYSE post-spin-off. - The distribution of SpinCo shares to Canadian shareholders is not covered by legislative exemptions because SpinCo is not a reporting issuer in Canada. - The Filer has filed a registration statement with the SEC, providing prospectus-level disclosure about SpinCo, which will be sent to Canadian shareholders. - The spin-off is expected to be tax-free and will not require shareholder approval under New York law. - The Filer has made equitable adjustments to its equity-based compensation awards to account for the spin-off's impact on the value of the Filer's shares. The exemption is granted under sections 53 and 74(1) of the Securities Act (Ontario), with the condition that any first trade of SpinCo shares in Canada will be subject to section 2.6 of National Instrument 45-102 Resale of Securities. This decision allows the Filer to proceed with the spin-off without the need for a prospectus in Canada, recognizing the de minimis presence of Canadian shareholders and the comprehensive disclosure provided under U.S. securities laws. |
| 68.426 | 2024-04-01 | Starlight Investments Capital LP | National Instrument 81-102 Investment Funds, ss. 15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/starlight-investments-capital-lp-2 | The Securities Commission granted an exemption to mutual funds managed by Starlight Investments Capital LP from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption pertains to paragraphs 15.3(4)(c) and (f), which regulate the use of performance ratings and rankings in sales communications. The exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, despite these not meeting the standard performance data matching and timing requirements of NI 81-102. The exemption is subject to conditions that include providing specific disclosures about the awards and ratings, such as the category name, number of funds in the category, ranking entity, period length, and a statement that ratings are subject to monthly changes. Additionally, the referenced awards must not be older than 365 days at the time of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made on the basis that these ratings and awards provide valuable, objective, and transparent performance measures that can aid investors in making informed decisions. The exemption is intended to enhance the information available to investors without being misleading, in line with the investor protection objectives of NI 81-102. |
| 68.427 | 2024-03-28 | GFI Investment Counsel Ltd. | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gfi-investment-counsel-ltd | The Securities Commission has granted an exemption to GFI Investment Counsel Ltd. (the Filer) from certain prohibitions in National Instrument 31-103, specifically sections 13.5(2)(b)(ii) and (iii), which restrict in-specie transfers between pooled funds and managed accounts. The exemption allows the Filer to transfer securities directly between these entities without the usual restrictions, provided specific conditions are met. The Filer is registered in various capacities across Canadian jurisdictions and manages both existing and future pooled funds (Funds) and managed accounts for clients. The exemption is intended to facilitate more effective asset management and reduce transaction costs by allowing in-specie transfers, which can be more efficient than selling and repurchasing securities. Key conditions of the exemption include obtaining client consent, ensuring the securities are consistent with the Fund's investment objectives, and maintaining equal value between the securities transferred and the Fund Securities being purchased or redeemed. The Filer must also keep detailed records of all in-specie transfers for five years and cannot receive compensation for the sales or redemptions of Fund Securities related to the in-specie transfers, except for nominal administrative charges. The exemption is contingent on the Filer's compliance with written policies and procedures, oversight by the Chief Compliance Officer, and the requirement that any illiquid assets transferred are done so on a pro rata basis with at least one independent quote obtained before the transfer. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and the Filer has indicated reliance on Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Québec. The exemption is granted based on the Filer's representations and is subject to the conditions outlined to ensure the best interests of both the Funds and the Managed Accounts are served. |
| 68.428 | 2024-03-27 | Fredonia Mining Inc. – s. 1(11)(b) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fredonia-mining-inc-s-111b | The Ontario Securities Commission (OSC) has granted Fredonia Mining Inc. the status of a reporting issuer in Ontario under paragraph 1(11)(b) of the Securities Act, R.S.O. 1990, c. S.5, as amended. This decision follows Fredonia Mining Inc.'s application and is based on several key factors: 1. Fredonia Mining Inc. is already a reporting issuer in British Columbia and Alberta, with its securities listed on the TSX Venture Exchange under the symbol FRED. 2. The company has a significant connection to Ontario, with its head office located in the province and over 20% of its equity securities owned by residents of Ontario. 3. The continuous disclosure requirements in British Columbia and Alberta, where the company is already a reporting issuer, are substantially the same as those in Ontario. 4. Fredonia Mining Inc. is not in default of any securities legislation in Alberta or British Columbia and has not been subject to any significant penalties or sanctions related to Canadian securities law. 5. The company has complied with the TSX Venture Exchange's requirements and has made a bona fide application to the OSC as required due to its significant connection to Ontario. The OSC's decision to grant reporting issuer status is not expected to be prejudicial to the public interest. The order was issued on March 27, 2024, by Marie-France Bourret, Manager of Corporate Finance at the OSC. |
| 68.429 | 2024-03-27 | Plum Financial Group Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). National Instrument 41-101 General Prospectus Requirements. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plum-financial-group-inc-et-al | The Ontario Securities Commission granted an extension to the Filers, allowing them more time to file a renewal prospectus for their continuous public offering of investor services related to condominium investment units. The original lapse date for the current prospectus was March 17, 2024, with a requirement to file a final prospectus by March 27, 2024, and receive a receipt by April 6, 2024. Due to ongoing discussions with OSC Staff that would not conclude in time, the Filers requested an extension of 71 days, effectively moving the lapse date to May 17, 2024. The Filers, both Ontario corporations, are reporting issuers only in Ontario and are not in default of any securities legislation. They have not distributed securities under the current prospectus and will not do so until a receipt for the final prospectus is issued. The Commission determined that this extension would not be prejudicial to the public interest, as there have been no material changes in the Filers' affairs since the current prospectus date, and any future material changes will be addressed through an amendment as required by law. The decision is supported by subsection 62(5) of the Securities Act (Ontario) and National Instrument 41-101 General Prospectus Requirements, ensuring that the Filers comply with the necessary legal framework for the distribution of securities. The Commission's decision allows the Filers to continue their offering process without distributing securities until the final prospectus is filed and approved. |
| 68.430 | 2024-03-21 | EURO Ressources S.A. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/euro-ressources-sa | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the issuer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian provinces. The decision was based on representations by the issuer that it was not an OTC reporting issuer, its securities were owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. Consequently, the principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer and approved the application. |
| 68.431 | 2024-03-21 | Latitude Uranium Inc. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., ss. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/latitude-uranium-inc-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Latitude Uranium Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on the application and representations made by Latitude Uranium Inc., which include: 1. The company is an offering corporation under the OBCA. 2. Its registered and head office is located in Toronto, Ontario. 3. The company has no plans to seek public financing through securities offerings. 4. On March 14, 2024, Latitude Uranium Inc. received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. 5. The facts presented in the previous order remain accurate. The OSC concluded that granting this order would not be against the public interest. Consequently, Latitude Uranium Inc. is no longer considered to be offering its securities to the public as of March 21, 2024. |
| 68.432 | 2024-03-19 | YTM Capital Asset Management Ltd. and YTM Capital Fixed Income Alternative Fund | National Instrument 81-102 Investment Funds, ss. 6.1(1), 6.8.1 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ytm-capital-asset-management-ltd-and-ytm-capital-fixed-income-alternative-fund | The Securities Commission has granted alternative mutual funds managed by YTM Capital Asset Management Ltd. (the Filer) an exemption from certain custodial requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows these funds to: 1. Appoint multiple custodians, provided each is qualified under Section 6.2 of NI 81-102 and subject to all other custodial requirements, except the prohibition against multiple custodians in subsection 6.1(1). 2. Exclude the proceeds from outstanding short sales when calculating the limit on the market value of portfolio assets that can be held by a borrowing agent (not the custodian or sub-custodian) as collateral, which is capped at 25% of the fund's net asset value (NAV). The decision is based on representations by the Filer that engaging multiple custodians, including Prime Brokers as custodians, will increase operational efficiency, reduce execution risk and costs, and potentially increase revenues from securities lending activities. The exemption is conditional upon the funds' compliance with other relevant subsections of NI 81-102 and the implementation of operational systems for proper asset reconciliation among custodians. The exemption is subject to the following conditions: - For Short Sale Collateral Relief, each fund must comply with subsections 6.8.1(2) and (3) of NI 81-102. - For Custodian Relief, a single entity must reconcile all portfolio assets and provide valuation and recordkeeping services, with daily reconciliations before NAV calculation. The Filer must maintain systems for proper asset reconciliation, and the Additional Custodian will act only for the assets transferred to it. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filer indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in multiple Canadian jurisdictions. |
| 68.433 | 2024-03-18 | Playmaker Capital Inc. (formerly Apolo III Acquisition Corp). | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/playmaker-capital-inc-formerly-apolo-iii-acquisition-corp | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Playmaker Capital Inc. (the Applicant) is deemed to have ceased offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation under the OBCA, it does not plan to seek public financing through securities offerings, and it was previously granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not adversely affect the public interest. The order was made on March 18, 2024, in Toronto. |
| 68.434 | 2024-03-18 | Auspice Capital Advisors Ltd. et al. | Securities Act, R.S.O. 1990, c. S.5 as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/auspice-capital-advisors-ltd-et-al-1 | The Securities Commission has granted an exemption to Auspice Capital Advisors Ltd., on behalf of Auspice Diversified Trust and Auspice One Fund Trust, to extend the prospectus lapse date by 42 days. This decision is based on the Securities Act, R.S.O. 1990, c. S.5 as amended, specifically subsection 62(5). The extension allows the incorporation of the most recent financial statements and auditor's consent letter following a change of auditor. Key points include: - The Funds' current prospectus was set to lapse on February 28, 2024. - A renewal prospectus was required by March 9, 2024, to continue distribution of securities. - The Funds changed auditors from KPMG LLP to EY LLP in 2023. - Due to the auditor change, obtaining KPMG's consent for the 2022 Audit Report was not feasible without incurring high costs. - EY is expected to complete the 2023 Fiscal Year-End audit by March 30, 2024, and provide a more cost-effective consent letter in early April 2024. - The extension is in the best interests of the Funds' securityholders and allows for the inclusion of up-to-date financial information in the Fund Facts. - There have been no other material changes in the Funds' affairs since the filing of the current prospectus. The exemption was granted without conditions, as it was determined that extending the lapse date to April 10, 2024, would not be prejudicial to the public or investors. The decision was made under the applicable legislative provisions and is consistent with the test set out in the Legislation. |
| 68.435 | 2024-03-14 | Latitude Uranium Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/latitude-uranium-inc | The Securities Commission has granted Latitude Uranium Inc.'s application to cease being a reporting issuer, based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in British Columbia and Alberta. The decision was based on several key representations by Latitude Uranium Inc.: 1. It is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. Its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide. 3. Its securities are not traded on any marketplace or facility where trading data is publicly reported. 4. The company sought to cease being a reporting issuer in all Canadian jurisdictions where it had this status. 5. It is not in default of any securities legislation. Consequently, the principal regulator concluded that the company met the legislative requirements to cease being a reporting issuer and approved the application. |
| 68.436 | 2024-03-14 | Guardian Partners Inc. and The Top Funds | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/guardian-partners-inc-and-top-funds | The Securities Commission has granted mutual funds that are not reporting issuers an extension for filing and delivering their annual and interim financial statements. This decision allows these funds to file annual financial statements within 183 days of their financial year-end and interim statements within 90 days of their interim period-end. The relief is granted under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) and is subject to several conditions, including the requirement that the funds primarily invest in Underlying Funds with later reporting deadlines and that they disclose the extended deadlines in their offering memorandum. The rationale for this decision is based on the fact that the Top Funds invest the majority of their assets in Underlying Funds, which may have different financial year-ends and are subject to various financial reporting deadlines. This misalignment makes it challenging for the Top Funds to obtain the finalized financial statements of the Underlying Funds in time to meet the standard filing and delivery deadlines set by NI 81-106. The conditions for the exemption include that the Top Funds must have a December 31 financial year-end, invest primarily in Underlying Funds with compatible investment objectives, and notify securityholders of the reliance on the exemption. Additionally, at least 25% of the Top Fund's assets must be invested in entities with a December 31 financial year-end that are required to deliver their financial statements within the extended deadlines. The exemption is granted on the basis that it meets the test set out in the Legislation and is conditional upon the Top Funds meeting the specified requirements. The relief will terminate within one year of any amendment to NI 81-106 or other rule that affects the filing and delivery deadlines for mutual funds. |
| 68.437 | 2024-03-14 | BMO Investments Inc. | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-14 | The Securities Commission has granted an exemption to a financial management company from a specific requirement under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement stipulates that a simplified prospectus for an alternative mutual fund must not be consolidated with that of a non-alternative mutual fund. The exemption allows the company to combine the simplified prospectus disclosures of alternative mutual funds with those of conventional mutual funds under their management, facilitating cost reduction and streamlined distribution. The decision is based on several key points: 1. The company is a registered investment fund manager and mutual fund dealer in compliance with applicable securities legislation. 2. The alternative mutual funds in question will be established as trusts or mutual fund corporations and will be reporting issuers. 3. The funds will be subject to the requirements of NI 81-101 and NI 81-102 Investment Funds. 4. Combining prospectuses will enable easier comparison for investors and consistent operational changes across the company's fund platform. 5. Investors will continue to receive the required fund facts documents. 6. The exemption aligns with the treatment of exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements, which does not have a similar consolidation restriction. The principal regulator has determined that the exemption meets the necessary legislative criteria and has therefore granted the requested relief. |
| 68.438 | 2024-03-14 | EHP Funds Inc. and EHP Global Multi-Strategy Alternative Fund | National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ehp-funds-inc-and-ehp-global-multi-strategy-alternative-fund-0 | The Securities Commission granted an exemption from the fund multi-layering restriction in paragraph 2.5(2)(b) of National Instrument 81-102 (NI 81-102), allowing an exchange-traded alternative mutual fund (the Top Fund) to invest in related alternative funds (the Underlying Funds) managed by the same manager, which in turn may hold more than 10% of their net assets in other investment funds (the Third Tier Funds). This exemption is subject to conditions that prevent duplication of fees, ensure fair treatment of investors, and maintain investor protection policies for liquidity and redemption risks. The decision is based on the rationale that the investment by the Top Fund in the Underlying Funds is an efficient and cost-effective means to implement investment strategies and is in the best interests of the Top Fund. The exemption is conditional on compliance with several requirements, including disclosure obligations, management of liquidity risk, and adherence to investor protection policies. The relevant legislative provisions underpinning the outcome are National Instrument 81-102 Investment Funds, specifically section 2.5(2)(b) concerning multi-tier investment prohibitions, and section 19.1, which allows for exemptions. The decision also references Multilateral Instrument 11-102 for the passport application process and National Instrument 81-106 for continuous disclosure requirements. |
| 68.439 | 2024-03-14 | Embark Student Corp. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/embark-student-corp-et-al | The Securities Commission has granted an exemption to Embark Student Corp. (the Filer) on behalf of the Flex First Plan and the Family Single Student Education Savings Plan (the Terminating Plans), allowing an extension of the prospectus lapse date from May 8, 2024, to July 1, 2024. This decision is based on section 62(5) of the Securities Act (Ontario), which governs the time limits for the renewal of a prospectus. The Filer, a registered scholarship plan dealer and investment fund manager, oversees the Terminating Plans, which are set to be wound up and have their assets transferred to the Embark Student Plan and Embark Select Conservative Plan by July 1, 2024. The extension is sought to preserve existing contribution schedules for current unitholders until the termination date, without the need to renew the prospectus and incur unnecessary costs. The Commission's decision is influenced by the fact that there have been no material changes in the Terminating Plans' business, operations, or affairs since the current prospectus was issued, ensuring that the information remains current and accurate. The exemption is not expected to be prejudicial to the public interest, as any material changes would require an amendment to the prospectus under the relevant legislation. The exemption is supported by the understanding that the Filer will continue to meet its disclosure obligations, and the decision is made in accordance with the test set out in the applicable securities legislation. The outcome allows the Filer to proceed without the typical prospectus renewal process, given the imminent termination of the plans. |
| 68.440 | 2024-03-12 | Mirati Therapeutics, Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mirati-therapeutics-inc | The Securities Commission has granted an application by a company for it to cease being a reporting issuer. The decision is based on the company meeting several criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order is supported by the relevant securities legislation, including the Securities Act and National Policy 11-206, and relies on the Passport System outlined in Regulation 11-102. The outcome allows the company to stop fulfilling reporting obligations in Canada. |
| 68.441 | 2024-03-12 | Northwest & Ethical Investments L.P. and NEI Long Short Equity Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/northwest-ethical-investments-lp-and-nei-long-short-equity-fund | The Securities Commission has granted an exemption allowing the consolidation of the simplified prospectus (SP) of an alternative mutual fund with that of a conventional mutual fund. This decision is based on the application by Northwest & Ethical Investments L.P., on behalf of the NEI Long Short Equity Fund and any future alternative mutual funds managed by the Filer or its affiliates, to combine their SPs with those of conventional funds managed by the same entities. The exemption deviates from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which typically prohibits the consolidation of SPs of alternative mutual funds with those of non-alternative mutual funds. The rationale for the exemption includes cost reduction, operational and administrative commonalities, and the facilitation of investor comparisons between fund types. The decision also references the Ontario Securities Commission as the principal regulator and the reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System across Canadian jurisdictions. The Filer is a registered entity in various capacities across Canadian provinces and territories, and neither it nor the funds are in default of securities legislation. The funds in question are or will be reporting issuers in Canada, subject to NI 81-101 and National Instrument 81-102 Investment Funds, with any granted exemptions. The exemption is justified by the similarity in treatment between mutual funds under NI 81-101 and exchange-traded funds under National Instrument 41-101 General Prospectus Requirements, where the latter does not have a restriction equivalent to subsection 5.1(4) of NI 81-101. The decision ensures that fund facts documents will continue to be provided to investors, and the SP will be available upon request. The list of conventional funds to which this decision applies is detailed in Schedule A. |
| 68.442 | 2024-03-11 | Q4 Inc. | Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/q4-inc-0 | The Ontario Securities Commission (OSC) has issued an order recognizing that Q4 Inc. is no longer offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Q4 Inc., which is an offering corporation under the OBCA, has indicated that it does not plan to seek public financing through securities offerings. Furthermore, the company had previously obtained an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC concluded that granting this order would not harm the public interest. Consequently, Q4 Inc. is officially deemed to have ceased public securities offerings as of March 11, 2024. |
| 68.443 | 2024-03-08 | CIBC Asset Management Inc. and CIBC Ares Strategic Income Fund | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/cibc-asset-management-inc-and-cibc-ares-strategic-income-fund | The Securities Commission has granted a mutual fund managed by CIBC Asset Management Inc. and its affiliates a 90-day extension for filing and delivering annual financial statements and a 60-day extension for interim financial reports. This decision applies to the CIBC Ares Strategic Income Fund and any similar future funds that are not reporting issuers, are organized under Canadian laws, and invest primarily in underlying funds with different financial reporting deadlines. The extensions are necessary because the funds' auditors require the audited financial statements from the underlying funds to complete their audits. These underlying funds have various financial year-ends and are subject to different reporting deadlines, which may not align with the standard deadlines set by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The exemptions from the standard filing and delivery deadlines are contingent upon several conditions, including the funds' investment strategy, asset allocation, and disclosure practices. The funds must inform prospective investors and securityholders about the extended deadlines and the reliance on regulatory relief. The decision is based on the belief that the extensions will not prejudice the funds' securityholders and is in accordance with the applicable legislative provisions, specifically sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106, and the Process for Exemptive Relief Applications in Multiple Jurisdictions. The relief is subject to termination within one year of any amendment to NI 81-106 or other rules that affect the filing and delivery deadlines for mutual funds. |
| 68.444 | 2024-03-08 | Newton Crypto Ltd. | Statute cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74. Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3. 3. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. 4. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/newton-crypto-ltd-1 | The Securities Commission granted a time-limited exemption to a filer, allowing it to distribute Crypto Contracts and operate a platform for trading, depositing, withdrawing, and staking crypto assets. This relief is subject to conditions including investment limits, account appropriateness, and disclosure and reporting requirements. The exemption is valid for 12 months from the decision date. Underpinning laws and regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, particularly sections 1(1), 53, and 74. Relevant instruments and rules cited are Multilateral Instrument 11-102 Passport System, s. 4.7, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3, OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4, and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. The filer is a restricted dealer registered in all Canadian provinces and territories and has previously received similar exemptive relief. It is working towards becoming a registered investment dealer and a member of the Canadian Investment Regulatory Organization (CIRO). The decision is tailored to the filer's circumstances and is not to be viewed as a precedent for other applicants. |
| 68.445 | 2024-03-07 | Playmaker Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/playmaker-capital-inc | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and was informed by the issuer's representations that it is not an OTC reporting issuer, its securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the issuer met the criteria outlined in the relevant securities legislation for ceasing to be a reporting issuer. |
| 68.446 | 2024-03-07 | Marathon Gold Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/marathon-gold-corporation | The Securities Commission has granted an order for Marathon Gold Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. This decision follows the Filer's application under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). Key facts include: - The Filer, a corporation under Canadian federal laws, was a reporting issuer in Canada, with shares listed on the Toronto Stock Exchange (TSX) until their delisting on January 26, 2024. - All Filer Shares were acquired by Calibre Mining Corp. (Calibre), making the Filer a wholly-owned subsidiary of Calibre. - A court-approved plan of arrangement under the Canada Business Corporations Act facilitated the share exchange, with Filer shareholders receiving Calibre shares. - The Filer's outstanding securities, including options and warrants, were either exchanged for Calibre securities or settled in cash as part of the arrangement. - The Filer is not in default of any securities legislation and has no plans for public financing or issuing new securities, except to Calibre or its affiliates. The reasoning includes: - The Filer's securities are no longer publicly traded. - The only outstanding securities of the Filer are warrants exercisable into Calibre shares, not Filer shares. - The Filer conducted an investigation to determine the number and jurisdiction of the beneficial holders of the Filer Warrants but could not ascertain the total number. - The Filer does not meet the criteria for simplified reporting issuer status cessation procedures due to the number of warrant holders. The outcome is that the Filer has been granted relief from reporting issuer obligations, as it no longer meets the criteria requiring such status, and its securities are no longer publicly traded. The decision is based on the applicable legislative provisions and the facts and representations provided by the Filer. |
| 68.447 | 2024-02-29 | Aurinia Pharmaceuticals Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/aurinia-pharmaceuticals-inc-0 | The Securities Commission has granted Aurinia Pharmaceuticals Inc. an exemption from certain issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows the company to purchase up to 15% of its outstanding common shares through the NASDAQ within a 12-month period, exceeding the 5% limit typically allowed under the Other Published Markets Exemption. The company's shares are not listed on any Canadian exchange but are traded on the NASDAQ. The decision is based on the understanding that the repurchase programs are in the best interests of the company and its shareholders, and will not adversely affect the company or materially change its control. The exemption is subject to conditions, including compliance with U.S. securities laws and NASDAQ rules, and the shares acquired under this exemption and the Other Published Markets Exemption within a 12-month period do not exceed 15% of the outstanding shares at the beginning of that period. The exemption is valid for 36 months from the date of the decision, and the company must disclose the terms of the exemption and its conditions in a press release prior to purchasing shares under this decision. The decision is supported by the Alberta Securities Commission as the principal regulator and is recognized by the Ontario securities regulatory authority. The exemption is made under the legislative framework of the securities legislation of Alberta and Ontario, Multilateral Instrument 11-102 Passport System, and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 68.448 | 2024-02-28 | West Island Brands Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-island-brands-inc-0 | The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was initially imposed due to the company's failure to file audited annual financial statements and other continuous disclosure documents. The partial revocation allows the company to proceed with a private placement to accredited investors, aiming to raise up to $200,000 through the issuance of units, each comprising one common share and one warrant. The decision is based on the company's application and representations, including its intention to use the proceeds to comply with its continuous disclosure obligations, pay outstanding fees, and for working capital. The company has also committed to providing subscribers with copies of the CTO and the partial revocation order, along with obtaining signed acknowledgments that the securities will remain under the CTO until fully revoked. The partial revocation is subject to conditions, including compliance with the accredited investor exemption and the provision of documentation to the OSC upon request. The order will expire 60 days from the date of issuance or upon the closing of the financing, whichever comes first. The decision is grounded in Section 144 of the Securities Act (Ontario), which allows for partial revocation of CTOs, and is informed by National Policy 11-207 concerning failure-to-file CTOs and revocations in multiple jurisdictions. |
| 68.449 | 2024-02-28 | Horizons ETFs Management (Canada) Inc. et al. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/horizons-etfs-management-canada-inc-et-al-9 | The Ontario Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc., the manager of Horizons 0-3 Month T-Bill ETF and Horizons 0-3 Month U.S. T-Bill ETF, allowing for an extension of the prospectus lapse date from April 4, 2024, to August 4, 2024. This decision was made to enable the consolidation of the funds' prospectus with that of other funds under the same management, which is set to lapse in August 2024. The key reasons for granting the exemption include cost savings from avoiding the preparation of separate renewal prospectuses, the ability to streamline disclosure across the Filer's fund platform, and the facilitation of investor comparisons. The commission determined that there have been no material changes in the affairs of the funds since the last prospectus, and any future material changes will be disclosed as required by law. The decision was made under subsection 62(5) of the Securities Act (Ontario) and is consistent with the public interest as it does not compromise the accuracy of the information in the prospectuses. The exemption is not subject to any conditions. |
| 68.450 | 2024-02-27 | Forza Petroleum Limited (formerly Oryx Petroleum Corporation Limited) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/forza-petroleum-limited-formerly-oryx-petroleum-corporation-limited | The Securities Commission has granted an order for Forza Petroleum Limited to cease being a reporting issuer. The decision is based on the company's application and the following key points: 1. Forza Petroleum Limited is not an OTC reporting issuer. 2. The company's securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. 5. The company is not in default of any securities legislation in any jurisdiction. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission is the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The decision is consistent with the test set out in the relevant legislation for ceasing to be a reporting issuer. |
| 68.451 | 2024-02-27 | Logistec Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/logistec-corporation | The Securities Commission has granted an order for Logistec Corporation to cease being a reporting issuer in all Canadian jurisdictions where it was previously recognized as such. This decision is based on the application submitted by the company and is supported by several key facts: 1. Logistec Corporation is not an OTC reporting issuer. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. There is no public trading of the company's securities on any marketplace or facility in Canada or elsewhere. 4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions. 5. Logistec Corporation is not in default of any securities legislation. The order is in accordance with the securities legislation of the relevant Canadian jurisdictions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Autorité des marchés financiers acted as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The order is consistent with the test set out in the applicable legislation for ceasing to be a reporting issuer. |
| 68.452 | 2024-02-27 | Nighthawk Gold Corp. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nighthawk-gold-corp-s-16-obca | The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Nighthawk Gold Corp. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant's representations that it is an offering corporation with no intention of seeking public financing through securities offerings and that it has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The order was made on February 27, 2024, in accordance with the relevant provisions of the OBCA and the Securities Act (Ontario). |
| 68.453 | 2024-02-27 | Agrifoods International Cooperative Ltd. | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agrifoods-international-cooperative-ltd-0 | The Ontario Securities Commission granted Agrifoods International Cooperative Ltd. (the Filer) an exemption from the dealer registration requirement, the prospectus requirement, and resale restrictions under Ontario securities legislation for the issuance and trading of Membership Shares and Investment Shares as defined in the Canada Cooperatives Act. This decision is contingent upon several conditions, including the Filer's continued operation under the Federal Co-Op Act, restrictions on who may hold shares, and limits on the value of shares issued to a member. The Filer must also facilitate all trades of Investment Shares and ensure that no advice is given regarding the purchase, sale, or holding of shares. The exemptions will cease if the Filer amends its articles or by-laws in a material way without regulatory consent. The decision is based on the Filer's role in assisting dairy producers with milk delivery services and its capital structure, which includes Membership Shares and Investment Shares held by Members, Auxiliary Members, and potentially employees under an Employee Plan. The Filer is not a reporting issuer and does not intend to become one. The decision references the Securities Act, R.S.O. 1990, c. S.5, as amended, and the Canada Cooperatives Act, among other regulations. |
| 68.454 | 2024-02-24 | Onex Canada Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 1.1, 2.4 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/onex-canada-asset-management-inc-0 | The Securities Commission has granted an exemption to investment funds managed by a certain Filer, allowing them to treat certain fixed income securities, known as 144A Securities, as liquid assets. These securities are typically unregistered under the US Securities Act of 1933 and traded under Rule 144A exclusively among qualified institutional buyers (QIBs), which include entities managing at least USD$100 million in securities. The exemption was sought because, despite the ability for QIBs to trade 144A Securities without holding periods, these securities could be considered restricted and thus illiquid under National Instrument 81-102 Investment Funds (NI 81-102), specifically part (b) of the definition of an illiquid asset. This could limit investment funds' ability to invest in these securities without breaching illiquid asset restrictions. The Commission agreed to the exemption on the condition that the purchasing fund is a QIB at the time of purchase, the securities are not illiquid under part (a) of the definition in NI 81-102, they are traded on a mature and liquid market, and that the funds disclose in their prospectus that they have obtained this exemption. The decision was based on the reasoning that 144A Securities have become more liquid and represent a significant portion of the U.S. corporate bond market. The exemption is intended to enable funds to take advantage of investment opportunities in these securities without being constrained by the illiquid asset restrictions, provided they continue to meet the conditions set by the Commission. |
| 68.455 | 2024-02-23 | Ridgewood Capital Asset Management Inc. and Ridgewood Canadian Investment Grade Bond Fund | National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ridgewood-capital-asset-management-inc-and-ridgewood-canadian-investment-grade-bond-fund | The Securities Commission has granted an exemption to a financial management company, allowing it to consolidate the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision is based on the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which generally prohibit such consolidation unless an exemption is granted. The key reasons for granting the exemption include the desire to reduce renewal, printing, and related costs, and to facilitate the distribution of alternative funds alongside conventional funds under the same prospectus disclosure. This consolidation is expected to enable investors to more easily compare features between the two types of funds. The decision also notes that the operational and administrative features of the alternative and conventional funds are similar, which supports the rationale for combining their prospectuses. The exemption will not alter the form and content of the fund facts and ETF facts documents required by securities legislation, and these will continue to be provided to investors as mandated. The decision also references the lack of a similar prohibition in National Instrument 41-101 General Prospectus Requirements for exchange-traded funds (ETFs), suggesting that mutual funds should not be treated differently. The Ontario Securities Commission, acting as the principal regulator, has concluded that the exemption meets the necessary legislative criteria and has therefore granted the requested relief. The exemption applies across multiple Canadian jurisdictions where the financial management company operates and is registered. |
| 68.456 | 2024-02-23 | Nighthawk Gold Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nighthawk-gold-corp | The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was based on the issuer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 worldwide, and not having its securities traded on any public marketplace. The issuer was also not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the issuer satisfied the conditions for ceasing to be a reporting issuer as per section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended) and relevant national instruments. |
| 68.457 | 2024-02-21 | Li-Cycle Holdings Corp. | Statutes Cited: 1. National Instrument 51-102 Continuous Disclosure Obligations, s. 4.3(4)(d) and Part 13. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/li-cycle-holdings-corp | The Ontario Securities Commission granted an exemption to a corporation from the requirement to file restated interim financial reports in accordance with U.S. GAAP by the deadline for filing its audited annual financial statements for the year ended December 31, 2023. This exemption is based on National Instrument 51-102 Continuous Disclosure Obligations, specifically subsection 4.3(4) and Section 13.1. The corporation, which is listed on the New York Stock Exchange and is a reporting issuer in Ontario, encountered unexpected delays due to employee departures and the demands of a strategic review. These delays meant the corporation would not be able to finalize the required restated interim financial reports by the filing deadline. The granted exemption is conditional upon the corporation filing the restated interim financial reports and related Management's Discussion and Analysis (MD&A) within 45 days of filing its annual financial statements or by May 14, 2024, whichever is earlier. Additionally, the corporation must issue a news release by the date of filing its annual financial statements, disclosing its reliance on the exemption, the existence of an insider trading black-out policy, and the expected date for filing the restated reports. The corporation is also prohibited from filing a preliminary or final prospectus for any securities offering in Canada until it has filed all documents for which it is relying on this exemption. The decision was made on February 21, 2024, by Erin O'Donovan, Manager of the Corporate Finance Branch of the Ontario Securities Commission. |
| 68.458 | 2024-02-21 | Q4 Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/q4-inc | The Securities Commission has granted an application by an issuer, Q4 Inc., to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the following key points: 1. Q4 Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105. 2. The company's securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. 3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere. 4. Q4 Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such. 5. The company is not in default of any securities legislation in any jurisdiction. The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the company's compliance with the requirements set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, is satisfied that the test for ceasing to be a reporting issuer has been met under the relevant legislation. |
| 68.459 | 2024-02-20 | Algonquin Power & Utilities Corp. | National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1. Form 44-101F1, ss. 1.6(1), 1.6(6), 1.6(7), 1.1, 4.1, item 8 of Form 44-101F1; s. 14.1(1). National Instrument 33-105 Underwriting Conflicts, s. 5.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/algonquin-power-utilities-corp-0 | The Securities Commission has granted Algonquin Power & Utilities Corp. (the Filer) an exemption from certain disclosure and filing requirements typically applicable to selling securityholders in the context of a remarketing of senior notes due 2026. The exemption pertains to the requirements under National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 33-105 Underwriting Conflicts, which would normally necessitate filings and disclosures by participating securityholders in a distribution. The Filer's equity units, which include an interest in the senior notes, were initially offered publicly in Canada and the U.S. The notes are expected to be remarketed primarily in the U.S. to reset the interest rate and fulfill payment obligations under related purchase contracts. The Filer plans to file a new base shelf prospectus and subsequent prospectus supplements for the remarketing. The exemption was deemed appropriate because the participating securityholders, who are essentially passive and widely dispersed, would not be able to comply with the typical requirements due to practical impediments. The Filer argued that these securityholders do not have the same level of involvement or influence as typical selling securityholders. The decision was made under the authority of the Ontario Securities Commission, which is the principal regulator in this case, and the exemption is intended to be relied upon in all Canadian provinces and territories. The decision was based on the Filer's representations and the regulator's satisfaction that the exemption meets the legislative test. |
| 68.460 | 2024-02-14 | Counsel Portfolio Services Inc. | National Instrument 81-102 Investment Funds, ss.15.3(4)(c) and (f), and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/counsel-portfolio-services-inc-7 | The Securities Commission has granted an exemption to Counsel Portfolio Services Inc. (the Filer) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Filer to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in sales communications for mutual funds they manage, which are subject to NI 81-102. The exemption is specifically from paragraphs 15.3(4)(c) and (f) of NI 81-102. These paragraphs generally require that performance ratings or rankings in sales communications match standard performance data periods and be published within specific timeframes relative to the data they are based on. The Filer sought relief from these requirements because the awards and ratings they wish to reference do not align with these standard periods and publication timeframes. The exemption is conditional upon the Filer including certain disclosures in sales communications, such as the award or rating category, the number of mutual funds in the category, the ranking entity's name, the period the award or rating is based on, and a statement that ratings are subject to change monthly. Additionally, the FundGrade A+ Awards and Lipper Awards must not have been awarded more than 365 days before the date of the sales communication, and the referenced ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor. The decision was made under the authority of section 19.1 of NI 81-102, which allows the Securities Commission to grant exemptions from requirements of the Instrument. The principal regulator, the Ontario Securities Commission, is satisfied that the exemption meets the necessary regulatory tests and is not contrary to the public interest. |
| 68.461 | 2024-02-14 | Exxon Mobil Corporation | National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/exxon-mobil-corporation-1 | The Securities Commission has granted Exxon Mobil Corporation an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). The exemption is based on the fact that less than 10% of Exxon Mobil's securities are beneficially owned by Canadian residents, and the company is a U.S. issuer and an SEC foreign issuer. The exemption is conditional upon Exxon Mobil complying with the oil and gas disclosure requirements of the SEC and the NYSE, issuing a news release in Canada to this effect, and filing such disclosures with the securities regulatory authority in the reporting jurisdictions. The relevant laws underpinning the outcome include National Instrument 51-101, Multilateral Instrument 11-102 Passport System, and National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. |
| 68.462 | 2024-02-14 | Kingwest & Company et al | 1. National Instrument 81-102 Investment Funds, sections 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1) and 15.1.1. 2. National Instrument 81-101 Mutual Fund Prospectus Disclosure, section 2.1. 3. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b) of Part B. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/kingwest-company-et-al | The Securities Commission granted an exemption to a prospectus-qualified alternative mutual fund, allowing it to include past performance data from a period when the fund's securities were distributed on a prospectus-exempt basis in its sales communications and to use this data to calculate its investment risk level. This exemption applies to various sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. The fund, managed similarly before and after becoming a reporting issuer, with a comparable fee and expense structure, can now present past performance in sales communications, simplified prospectuses, fund facts documents, and annual and interim management reports of fund performance. The exemption is contingent on the fund disclosing that it was not a reporting issuer during the referenced period, that expenses would have been higher if it had been, that exemptive relief was granted for the disclosure, and that financial statements for the period are available on the fund's website and upon request. The decision is based on the fund's compliance with investment restrictions and practices, and the expectation that becoming a reporting issuer will not significantly change its management or increase its management expense ratio. |
| 68.463 | 2024-02-09 | Desjardins Global Asset Management Inc. and Desjardins Investments Inc. | Pursuant to 3.3 of Policy Statement 11-203 respecting Process for Exemptive Relief Applications in Multiple Jurisdictions and Regulation 11-102 respecting Passport System. Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1. Regulation 81-102 respecting Investment Funds, ss. 4.1(2) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-global-asset-management-inc-and-desjardins-investments-inc | The Securities Commission has granted an exemption to Desjardins Global Asset Management Inc. (DGAM) and Desjardins Investments Inc. (DII) from certain conflict of interest and self-dealing provisions to enable investment funds regulated under Regulation 81-102 to invest in related non-reporting issuer limited partnerships, specifically DGAM Global Private Infrastructure Fund II, L.P. (Master Infrastructure Fund) and DGAM Global Private Infrastructure Fund, L.P. (Feeder Infrastructure Fund). The exemptions allow these investment funds to bypass the usual restrictions that prevent registered advisers from causing investment funds to invest in entities where a responsible person or associate holds a significant position, and that prohibit dealer-managed investment funds from investing in securities of issuers with common management, without obtaining client consent or adhering to certain information barriers. The exemptions are conditional upon compliance with several safeguards, including investment limits on illiquid assets, consistency with the investment fund's objectives, avoidance of duplicate fees, independent valuation of the infrastructure funds, and disclosure to investors. Additionally, the independent review committee (IRC) must review and approve the investments, and no additional remuneration is provided to the portfolio manager for such investments. The decision is based on the premise that these investments are in the best interests of the investment funds and are made with business judgment uninfluenced by conflicts of interest. The exemptions are subject to ongoing oversight by the IRC and reporting requirements to ensure transparency and accountability. |
| 68.464 | 2024-02-09 | Desjardins Global Asset Management Inc. and Desjardins Investments Inc. | National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. Securities Act, R.S.O. 1990, c. S.5, ss. 111, 113 and 117. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/desjardins-global-asset-management-inc-and-desjardins-investments-inc-0 | The Securities Commission has granted exemptive relief to Desjardins Global Asset Management Inc. (DGAM) and Desjardins Investments Inc. (DII) from certain conflict of interest and reporting provisions in the Securities Act (Ontario) to allow investment funds they manage to invest in related non-reporting issuer limited partnerships. The relief is subject to conditions ensuring the investments align with the funds' objectives, avoid duplicative fees, and are in the best interests of the funds. The decision is based on representations by DGAM and DII regarding their affiliations, registrations, and the structure and objectives of the investment funds and the limited partnerships. The relief is conditional on compliance with specific requirements, including independent valuation of the limited partnerships, disclosure to investors, and oversight by an independent review committee. The relevant legislative provisions include sections 111, 113, and 117 of the Securities Act (Ontario), National Policy 11-203, and National Instruments 81-102, 81-107, 41-101, 81-101, 45-106, and 81-106. |
| 68.465 | 2024-02-09 | Woodbine Resources Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/woodbine-resources-corp | The Securities Commission has granted an order for Woodbine Resources Corp. (the Filer) to cease being a reporting issuer in British Columbia, Alberta, and Ontario. The decision is based on the following key points: 1. The Filer's securities are owned by fewer than 50 beneficial owners, with the majority located in British Columbia and none through any exchange or market. 2. The Filer had filed a prospectus for an initial public offering (IPO) but was unable to close the offering due to adverse market conditions. 3. The Filer has no plans for a public offering of its securities in the future. 4. The Filer's securities, including common shares, warrants, and options, are not traded on any marketplace. 5. The Filer's securityholders are informed about the intention to cease being a reporting issuer, and no objections were raised following a news release. 6. The Filer is not in default of any securities legislation. The order is supported by the relevant legislative provisions, including Section 88 of the Securities Act (British Columbia), Section 1(10)(a)(ii) of the Securities Act (Ontario), and is consistent with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the Ontario securities regulatory authority. |
| 68.466 | 2024-02-07 | Brookfield Reinsurance Ltd. | National Instrument 44-102 Shelf Distributions, ss. 9.3(1)(b) and 11.1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/brookfield-reinsurance-ltd-1 | The Securities Commission granted an exemption to Brookfield Reinsurance Ltd. from the requirement under paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions, which stipulates that only equity securities can be distributed using at-the-market (ATM) shelf procedures. This exemption allows the company to distribute Class A-1 Exchangeable Shares, which do not carry a residual right to participate in the company's assets upon liquidation and therefore are not considered equity securities under the legislation. The decision was based on the understanding that the Class A-1 Exchangeable Shares are economically equivalent to Brookfield Corporation's Class A Shares, which are equity securities. The exemption was deemed not to be prejudicial to the public interest. The exemption is conditional upon the company meeting other requirements for ATM distributions under section 9.3 of NI 44-102, distributing only Class A-1 Exchangeable Shares, and the Brookfield Class A Shares qualifying as equity securities under NI 44-102. The relevant laws and regulations include National Instrument 44-102 Shelf Distributions, the Securities Act (Ontario), and Multilateral Instrument 11-102 Passport System. |
| 68.467 | 2024-02-07 | Element Technical Services Inc. (formerly Essential Energy Services Ltd.) | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/element-technical-services-inc-formerly-essential-energy-services-ltd | The Securities Commission granted an application by Element Technical Services Inc. (the Filer) to cease being a reporting issuer under applicable Canadian securities laws. The Filer, an Alberta corporation, had undergone a business combination involving two amalgamations, resulting in the Filer becoming a wholly-owned subsidiary and then continuing as the surviving corporation. Essential Energy Services Ltd., a party to the amalgamation, was a reporting issuer prior to the transaction, and the intention to cease being a reporting issuer was disclosed and approved by shareholders. The Filer could not use the simplified procedure for ceasing to be a reporting issuer due to having more than 15 securityholders in Alberta and failing to file required interim financial documents (Post-Business Combination Defaults). Despite these defaults, the Filer met the conditions for the order as it had less than 15 securityholders in each reporting jurisdiction except Alberta, and fewer than 51 securityholders worldwide. Additionally, the Filer's securities were not traded on any public marketplace, and there was no intention to seek public financing. The order was based on the Filer's representations, including the completion of the business combination, the delisting of Essential's shares from the Toronto Stock Exchange, and the Filer's share structure and securityholder distribution. The Filer was not in default of any reporting obligations other than the Post-Business Combination Defaults. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Alberta Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario. |
| 68.468 | 2024-02-05 | Borealis Foods Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). National Instrument 45-102 Resale of Securities, ss. 2.14 and 2.15. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/borealis-foods-inc | The Ontario Securities Commission (OSC) granted an exemption from the prospectus requirement for the first trade of shares of Borealis Foods Inc. (New Borealis) after a business combination with Oxus Acquisition Corp. (Oxus). The exemption applies to trades made through an exchange or market outside of Canada or to a person or company outside of Canada. The exemption was necessary because, while New Borealis met most conditions of section 2.14 of National Instrument 45-102 Resale of Securities, Canadian residents owned more than 10% of the securities, exceeding the de minimis threshold. New Borealis, resulting from the business combination, will not be a reporting issuer in Canada, will only list its shares on the Nasdaq, and will conduct its business primarily outside Canada through U.S. subsidiaries. The company will be an SEC registrant, subject to U.S. securities laws, and will provide shareholders, including Canadian owners, with the same disclosure materials as U.S. shareholders. The exemption was granted under section 74(1) of the Securities Act (Ontario) with the condition that immediately following the business combination, Canadian owners will own no more than 25% of the total issued and outstanding New Borealis Shares and will represent no more than 25% of the total number of owners. The OSC also granted confidentiality relief, keeping the application and decision private until the earliest of the business combination's completion, notification by the filer, or 90 days after the decision. Relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1), and National Instrument 45-102 Resale of Securities, sections 2.14 and 2.15. The decision was made on February 5, 2024. |
| 68.469 | 2024-02-01 | BBTV Holdings Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bbtv-holdings-inc | The Securities Commission has granted an application for an issuer to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision is based on the following key points: 1. The issuer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide. 2. The securities are not traded on any public exchange or market in Canada or any other country. 3. The issuer is not an OTC reporting issuer and is not in default of any securities legislation. The decision was made under the authority of the Securities Act, specifically section 88 for British Columbia and section 1(10)(a)(ii) for Ontario. The Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications also support the application process and the outcome. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The outcome allows the issuer to cease its reporting obligations in Canada. |
| 68.470 | 2024-01-30 | CI Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.9.1, 15.3(2), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1) and (3)(a.1), 15.1.1(a) and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b). Form 81-101F3 Contents of Fund Facts Document, Item 4.2(a). National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report on Fund Performance, Items 3.7(1), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B, Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-39 | The Securities Commission granted the CI Auspice Alternative Diversified Corporate Class (Top Fund) several exemptions from National Instrument 81-102 Investment Funds (NI 81-102) and related regulations. These exemptions allow the Top Fund to: 1. Use Absolute Value at Risk (Absolute VaR) to measure leverage exposure, exceeding the standard 300% net asset value limit. This approach is deemed more appropriate for the Top Fund's investment strategies, which involve a multi-asset approach and systematic risk management. 2. Include performance data from the Auspice Diversified Trust (Underlying Fund) in sales communications, even for periods before the Underlying Fund was a reporting issuer. This is to facilitate the Top Fund's strategy to replicate the performance of the Underlying Fund. 3. Use the Underlying Fund's past performance data to calculate the Top Fund's risk rating and disclose this rating in its prospectus and fund facts. 4. Include the Underlying Fund's past performance data in the Top Fund's Management Reports of Fund Performance (MRFPs). These exemptions are granted under the condition that the Top Fund will comply with the Absolute VaR test, disclose the maximum Absolute VaR allowed, and notify the OSC of any non-compliance. Additionally, any communications including past performance data must disclose that the data relates to the Underlying Fund and that the Top Fund has obtained the necessary exemptive relief. The exemptions are based on the understanding that the Top Fund will invest substantially all of its assets in the Underlying Fund, and the Underlying Fund's investment strategies, fees, and administration have not changed since it became a reporting issuer. The exemptions are set to expire on February 22, 2027. |
| 68.471 | 2024-01-12 | Gran Tierra Energy Inc. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gran-tierra-energy-inc-2 | The Securities Commission has granted Gran Tierra Energy Inc. an exemption from certain issuer bid requirements, allowing the company to purchase its own shares through U.S. markets in addition to the Toronto Stock Exchange (TSX). This decision is contingent on the purchases adhering to a maximum aggregate limit similar to the TSX's rules for normal course issuer bids (NCIBs). Key points from the decision include: - The exemption is based on National Instrument 62-104 Take-Over Bids and Issuer Bids, specifically sections related to issuer bids and exemptions. - Gran Tierra Energy Inc. is a Delaware corporation with executive offices in Calgary, Alberta, and is a reporting issuer in Canada and the U.S. - The company's shares are listed on the TSX, NYSE American, and the London Stock Exchange. - The TSX accepted Gran Tierra's Notice of Intention for an NCIB to purchase up to approximately 10% of its public float. - The exemption allows the company to exceed the 5% purchase limit on U.S. markets set by the Other Published Markets Exemption, up to the maximum aggregate share limit approved by the TSX. - Purchases must comply with U.S. securities laws, the 1934 Act, and the rules of the U.S. markets where the purchases occur. - The exemption is valid for 36 months from the decision date and is subject to conditions, including compliance with trading rules, price requirements, and public disclosure of the terms. The decision ensures that Gran Tierra Energy Inc. can repurchase its shares effectively while maintaining market integrity and adhering to regulatory standards in both Canada and the U.S. |
| 68.472 | 2024-01-11 | Fédération Des Caisses Desjardins du Québec | National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e) and 8.1. National Instrument 44-102 Shelf Distributions, ss. 2.2(1) and(2), 2.2(3)(b)(iii) and 11.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/federation-des-caisses-desjardins-du-quebec-3 | The Securities Commission granted an exemption to a federation of financial services cooperatives (the Filer) from certain qualification criteria required for filing a short form prospectus and a base shelf prospectus. The Filer, part of the Desjardins Group, is a reporting issuer in Canada but does not have equity securities listed on a short form eligible exchange due to its cooperative structure. Key facts include the Filer's status as a domestic systemically important financial institution (D-SIFI), its substantial assets, and its role within the Desjardins Group. The Filer's capital shares are not publicly traded, which precludes listing on an eligible exchange. The exemption was granted under the conditions that the Filer complies with all other requirements of National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions, Desjardins Group maintains its D-SIFI status, and the securities to be offered have a designated rating. Additionally, the prospectus must disclose risk factors related to non-viability contingent capital (NVCC) provisions and bail-in powers. The decision was based on the Filer's compliance with other regulatory requirements, its systemic importance, and the need to access capital markets similar to other major financial institutions. Relevant regulations include CQLR, c. V-1.1, r. 16 (Regulation 44-101) and CQLR, c. V-1.1, r. 17 (Regulation 44-102), which set out the criteria for short form and shelf prospectus filings. |
| 68.581 | 2024-05-30 | Virgo CX Inc. | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/virgo-cx-inc-0 | The Securities Commission issued a decision regarding Virgo CX Inc., focusing on compliance with securities regulations. The key facts include Virgo CX Inc.'s failure to adhere to specific regulatory requirements, which prompted the Commission's review. The reasoning behind the decision emphasized the importance of maintaining market integrity and protecting investors. The outcome was a directive for Virgo CX Inc. to take corrective actions to align with the stipulated regulations. The relevant laws underpinning this decision include the Securities Act and associated regulatory frameworks designed to ensure fair and transparent market practices. |
| 68.582 | 2024-05-30 | Bitbuy Technologies Inc. | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bitbuy-technologies-inc-1 | The Securities Commission issued a decision on November 30, 2023, regarding Bitbuy Technologies Inc. The decision primarily focused on the company's compliance with securities regulations. The Commission found that Bitbuy Technologies Inc. had violated specific provisions of the Securities Act by failing to register as a securities dealer and not adhering to the required disclosure obligations. Consequently, the Commission imposed sanctions on the company, including fines and mandatory corrective actions to ensure future compliance. The decision underscores the importance of adhering to registration and disclosure requirements under the Securities Act to maintain market integrity and protect investors. |
| 68.583 | 2024-05-27 | Plum Financial Group Inc. et al. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plum-financial-group-inc-et-al-0 | **Summary of Decision by the Ontario Securities Commission** **Key Facts:** - Plum Financial Group Inc. and Cen-ta Real Estate Ltd. (the Filers) sought an extension for filing a renewal prospectus for their continuous public offering of certain investor services. - The original lapse date of the current prospectus was March 17, 2024, and it had already been extended to May 17, 2024. - The Filers are engaged with the Ontario Securities Commission (OSC) staff in the comment process for a pro forma prospectus filed on February 14, 2024. - The Filers have not distributed securities under the current prospectus and will not do so until a receipt is issued for the final prospectus. **Reasoning:** - The extension is necessary to allow the Filers to complete the comment process with OSC staff and file the final prospectus. - There have been no material changes in the Filers' affairs or the offering since the date of the current prospectus. - The extension will not prejudice the public interest as the Filers will not distribute securities under the current prospectus. **Outcome:** - The OSC granted the requested relief, extending the lapse date to September 17, 2024. - The Filers are prohibited from distributing securities under the current prospectus and must wait until the final prospectus is filed and a receipt is issued. **Relevant Law:** - Securities Act, R.S.O. 1990, c. S.5, as amended, subsection 62(5). |
| 68.584 | 2024-05-27 | Plum Financial Group Inc. et al. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plum-financial-group-inc-et-al-1 | The Ontario Securities Commission (OSC) granted Plum Financial Group Inc. and Cen-ta Real Estate Ltd. an extension to file a renewal prospectus for their continuous public offering of certain investor services. The lapse date of their current prospectus, originally March 17, 2024, was extended to September 17, 2024. This extension was granted under subsection 62(5) of the Securities Act (Ontario) and is not considered prejudicial to the public interest. The filers have not distributed securities under the current prospectus and will not do so until a receipt is issued for the renewal prospectus. The decision ensures compliance with the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.585 | 2024-05-24 | IBEX Technologies Inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ibex-technologies-inc | The Securities Commission granted IBEX Technologies Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: IBEX is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not publicly traded. Additionally, IBEX is not in default of any securities legislation. The application was processed under National Policy 11-206 and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Autorité des marchés financiers acted as the principal regulator, and the order reflects the decision of both Québec and Ontario securities authorities. |
| 68.586 | 2024-05-22 | 1832 Asset Management L.P. and Dynamic Global Growth Opportunities Fund | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 4 and 5 of Part I and Item 1.3 of Part II. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-dynamic-global-growth-opportunities-fund | The Ontario Securities Commission granted exemptive relief to 1832 Asset Management L.P. for the Dynamic Global Growth Opportunities Fund, allowing the Fund to use past performance data from a period when its securities were distributed on a prospectus-exempt basis. This relief pertains to sections of National Instrument 81-102, 81-101, and 81-106, which typically restrict the inclusion of such data in sales communications, simplified prospectuses, fund facts, and management reports of fund performance (MRFPs) until the fund has distributed securities under a simplified prospectus for 12 consecutive months. Key Facts: 1. The Fund has been managed similarly before and after becoming a reporting issuer. 2. The Fund's investment objectives and fee structure remain substantially unchanged. 3. The Fund has complied with NI 81-102 investment restrictions, with minor exceptions. Reasoning: 1. The past performance data is significant and meaningful for investors. 2. The Fund's management and fee structure have not materially changed. 3. The Fund's compliance with NI 81-102 ensures the reliability of the past performance data. Outcome: The relief allows the Fund to: 1. Include past performance data in sales communications and fund facts. 2. Use this data to calculate its investment risk level. 3. Include financial highlights and performance data in MRFPs. Conditions: 1. Disclosures must indicate that the Fund was not a reporting issuer during the period of the past performance data. 2. Management and trading expense ratios must be calculated as if the Fund had filed an annual MRFP. 3. Financial statements since the Series Launch Date must be posted on the Fund's website and available upon request. Relevant Laws: - National Instrument 81-102 Investment Funds - National Instrument 81-101 Mutual Fund Prospectus Disclosure - National Instrument 81-106 Investment Fund Continuous Disclosure |
| 68.587 | 2024-05-22 | Canoe Financial LP and The Funds | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d), 2.8(1)(e), 2.8(1)(f) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canoe-financial-lp-and-funds | The Securities Commission granted Canoe Financial LP and its managed mutual funds (the Funds) an exemption from certain derivative cover requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows the Funds to: 1. Substitute currency, interest rate, or duration risks without increasing overall risk or leverage. 2. Create synthetic short positions up to 20% of the fund's net asset value. 3. Adjust currency exposure without exceeding the fund's net asset value. Key conditions include maintaining adequate cash cover, monitoring aggregate exposures, and ensuring compliance with the Funds' investment objectives and strategies. This decision aligns with the regulatory framework to prevent leveraging and manage risks effectively. The exemption is deemed in the best interest of the Funds and not prejudicial to the public interest. Relevant legislative provisions include sections 2.8(1)(d), 2.8(1)(e), 2.8(1)(f), and 19.1 of NI 81-102. |
| 68.588 | 2024-05-22 | RBC Global Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Item 5 of Part I. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-24 | The Ontario Securities Commission granted RBC Global Asset Management Inc. (the Filer) exemptive relief for the RBC QUBE Market Neutral World Equity Fund and RBC QUBE Market Neutral World Equity Fund (CAD Hedged) (collectively, the Funds). The relief allows the Funds to include past performance data in sales communications and other disclosures, even though this data pertains to periods before the Funds became reporting issuers and before they distributed securities under a simplified prospectus for 12 consecutive months. Key Facts: 1. The Funds were established in 2015 and have only been distributed to qualified investors under prospectus exemptions. 2. The Filer plans to file a simplified prospectus to qualify the Funds for public distribution, making them reporting issuers. 3. The Funds will continue to be managed similarly to their pre-reporting issuer period, with no changes to their investment objectives, fees, or day-to-day administration. Reasoning: 1. The Filer argued that the past performance data from the Funds' inception is significant and meaningful for investors. 2. The inclusion of this data would not be misleading if accompanied by appropriate disclaimers. 3. The financial statements for the period before the Funds became reporting issuers will be made available on the Funds' website and upon request. Outcome: The Commission granted the relief, allowing the Funds to use past performance data in their sales communications, fund facts documents, and management reports of fund performance (MRFPs). The decision is subject to conditions, including specific disclosures in any communications containing past performance data and the availability of financial statements on the Funds' website. Relevant Laws/Regulations: - National Instrument 81-102 Investment Funds - National Instrument 81-106 Investment Fund Continuous Disclosure - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Multilateral Instrument 11-102 Passport System |
| 68.589 | 2024-05-16 | Fidelity Investments Canada ULC | National Instrument 81-102 Investment Funds, ss. 4.2(1), 4.3(1), 4.3(2), 19.2. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-31 | The Ontario Securities Commission granted Fidelity Investments Canada ULC (FIC) exemptions from certain self-dealing prohibitions under National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). This allows inter-fund trades in debt securities between investment funds subject to NI 81-102 and Canadian pooled funds, as well as U.S. mutual and pooled funds managed by the same or affiliated managers, under specific conditions. Key conditions include: 1. Trades must align with the investment objectives of the involved funds. 2. Approval from the Independent Review Committee (IRC) of the Canadian funds. 3. Compliance with U.S. inter-fund trading rules for U.S. funds. 4. Use of third-party CIRO registered dealers or U.S.-registered broker-dealers for certain trades to meet market integrity requirements. The decision aims to optimize trading efficiencies and ensure compliance with both Canadian and U.S. regulations. The relief is subject to ongoing reporting requirements to the Ontario Securities Commission. |
| 68.590 | 2024-05-16 | Sun Life Capital Management (Canada) Inc. and The Funds | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sun-life-capital-management-canada-inc-and-funds | The Ontario Securities Commission granted Sun Life Capital Management (Canada) Inc. (the Filer) an exemption from certain restrictions under National Instrument 31-103, allowing inter-fund trades of private debt securities and mortgages between specific investment and non-investment funds. This decision is based on the Filer's representations and is subject to several conditions, including adherence to valuation procedures, independent review committee (IRC) approval, and detailed record-keeping. The exemption aims to provide liquidity and access to investments that might not be available in the market, ensuring that transactions are in the best interest of the funds involved. The decision also requires disclosure to investors about the nature and valuation of these transactions. Relevant regulations include NI 31-103, NI 81-107, and NP 29. |
| 68.591 | 2024-05-16 | Arrow Capital Management Inc. et al. | - NI 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1, 5.1(4). - Form 81-101F1 Contents of Simplified Prospectus, Item 10 of Part B. - Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4 and 5 of Part I, and Item 1.3 of Part II. - NI 41-101 General Prospectus Requirements, s. 3B.2. - Form 41-101F4 Information Required in an ETF Facts Document, Items 2, 3, 4 and 5 of Part I, and Item 1.3 of Part II. - National Instrument 81-106 Investment Fund Continuous Disclosures, s. 4.4. - Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2) and 4.3(1) of Part B, and Items 3(1) and 4 of Part C. - National Instrument 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2), and Items 2 and 4 of Appendix F Investment Risk Classification Methodology. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/arrow-capital-management-inc-et-al-6 | The Ontario Securities Commission granted Arrow Capital Management Inc. and its funds (the Continuing Funds and Other Alternative Funds) exemptive relief from various requirements under National Instruments 81-101, 41-101, 81-102, and 81-106. This relief allows the Continuing Funds to bypass the seed capital requirement, use the past performance and financial data of their corresponding Terminating Funds in sales communications and regulatory documents, and consolidate the simplified prospectus of alternative mutual funds with conventional mutual funds. The decision facilitates the merger of Terminating Funds into Continuing Funds, ensuring continuity and transparency for investors. The relief is granted under specific conditions, including proper disclosure of the mergers and the use of past performance data. Relevant legislative provisions include NI 81-101, NI 41-101, NI 81-102, and NI 81-106. |
| 68.592 | 2024-05-16 | Quadravest Capital Management Inc. and Quadravest Preferred Split Share ETF | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 59(1) and 147. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/quadravest-capital-management-inc-and-quadravest-preferred-split-share-etf | The Ontario Securities Commission granted Quadravest Capital Management Inc. and its proposed exchange-traded mutual fund (ETF) relief from two regulatory requirements. First, the ETF is exempt from including an underwriter's certificate in its prospectus, as Authorized Dealers and Designated Brokers will not perform traditional underwriting roles or receive underwriting fees. Second, normal-course purchases of ETF securities are exempt from take-over bid requirements, as the fluid nature of ETF securities issuance and redemption makes monitoring compliance challenging and could adversely impact liquidity. The decision is based on the Securities Act (Ontario) and National Instrument 62-104. |
| 68.593 | 2024-05-16 | Onex Canada Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, 2.6.1(1)(c)(iv) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/onex-canada-asset-management-inc-1 | The Ontario Securities Commission granted Onex Canada Asset Management Inc. (the Filer) exemptive relief on behalf of its managed funds, including the Onex Global Special Situations Alternative Fund and future alternative mutual funds, from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The relief pertains to limits on short selling, cash borrowing, and issuer concentration. Key Facts: 1. The Filer sought exemptions to allow its funds to sell securities short and borrow cash up to 100% of the fund's net asset value (NAV), exceeding the standard 50% limit. 2. The Filer also requested relief from the restriction that limits short selling of a single issuer's securities to 10% of the fund's NAV, specifically for index participation units (IPUs). Reasoning: 1. The Filer argued that market-neutral strategies, which involve balancing long and short positions, require the ability to exceed the current limits to effectively manage risk and generate returns. 2. Physical short selling and cash borrowing are often more cost-effective and flexible compared to using derivatives. 3. IPUs are diversified and liquid, reducing the risks associated with short selling a single issuer's securities. Outcome: The Commission granted the requested exemptions, subject to conditions ensuring that: 1. The aggregate market value of all securities sold short and the value of cash borrowed do not exceed 100% of the fund's NAV. 2. The fund's aggregate exposure to short selling, cash borrowing, and specified derivatives does not exceed 300% of the fund's NAV. 3. The funds' prospectuses disclose these capabilities and associated risks. Relevant Laws: - National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, 2.6.1(1)(c)(iv), and 19.1. - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 68.594 | 2024-05-15 | Contact Gold Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/contact-gold-corp-0 | **Summary of Decision:** The Securities Commission granted Contact Gold Corp.'s application to cease being a reporting issuer in all Canadian jurisdictions. This decision follows an arrangement where Orla Mining Ltd. acquired all of Contact Gold's common shares, making Contact Gold a wholly-owned subsidiary of Orla. Despite having convertible securities owned by more than 15 persons in Canada, Contact Gold is not required to provide continuous disclosure to these holders. The company is not in default of securities legislation, except for not filing certain continuous disclosure documents. The decision is based on National Policy 11-206 and section 88 of the Securities Act. |
| 68.595 | 2024-05-14 | Atlas Global Brands Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atlas-global-brands-inc | The Ontario Securities Commission (OSC) granted Atlas Global Brands Inc. a partial revocation of a failure-to-file cease trade order (FFCTO) issued on August 8, 2023. The FFCTO was initially imposed due to the company's failure to file required financial statements and management's discussion and analysis (MD&A) for the fiscal year ending March 31, 2023, as mandated by National Instrument 51-102 and National Instrument 52-109. Subsequent failures included not filing interim financial statements and related MD&A for the periods ending June 30, September 30, and December 31, 2023. Atlas Global Brands sought the partial revocation to complete a private placement under a loan agreement with Cambrosia Ltd., a subsidiary, which involved issuing 3,693,444 common shares to the lender as consideration. The loan agreement was necessary to sustain operations and address financial hardships, with the loan proceeds used for critical payments and legal claims. The OSC granted the partial revocation under Section 144 of the Securities Act (Ontario), subject to conditions including providing the lender with copies of the FFCTO and the partial revocation order, and obtaining a signed acknowledgment from the lender that the securities remain subject to the FFCTO. The order will terminate upon the completion of the share issuance or 60 days from the order date. |
| 68.596 | 2024-05-14 | Tiidal Gaming Group Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tiidal-gaming-group-corp-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) granted consent to Tiidal Gaming Group Corp. to continue its incorporation under the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision was based on the application by Tiidal Gaming Group Corp., which sought to leverage the increased flexibility of the BCBCA for future corporate transactions. The company, originally incorporated in Ontario, has undergone several name changes and is listed on the Canadian Securities Exchange and OTC Markets. The application was supported by a special resolution approved by 99% of the shareholders, with no dissenting votes. The OSC determined that the continuance would not be prejudicial to the public interest, and Tiidal Gaming Group Corp. will remain a reporting issuer in Ontario, British Columbia, and Alberta. The relevant laws and regulations cited include section 181 of the OBCA, subsection 21(b) of Ontario Regulation 398/21, and the Securities Act (Ontario). |
| 68.597 | 2024-05-13 | Tricon Residential Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tricon-residential-inc | The Ontario Securities Commission (OSC) granted Tricon Residential Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Tricon is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System, and the OSC, as the principal regulator, confirmed that the order met the necessary legislative criteria under the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.598 | 2024-05-13 | L'Oréal | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). Ontario Securities Commission Rule 72-503 Distributions Outside Canada, s. 2.8(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/loreal | The Securities Commission granted L'Oréal an exemption from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing to units in French collective shareholding vehicles (FCPEs), which then purchase L'Oréal shares. The units are subject to a five-year lock-up period, with certain exceptions. The FCPEs are regulated by the French AMF, and there is no market for L'Oréal shares in Canada. The exemption is subject to conditions, including a five-year sunset clause. Relevant laws include the Securities Act, R.S.O. 1990, c. S.5, and Ontario Securities Commission Rule 72-503. |
| 68.599 | 2024-05-09 | NOVA Gas Transmission Ltd. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nova-gas-transmission-ltd-2 | The Alberta Securities Commission and the Ontario Securities Commission have granted NOVA Gas Transmission Ltd.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: the company is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the company is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and the process outlined in National Policy 11-206. |
| 68.600 | 2024-05-09 | Stellantis N.V. | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/stellantis-nv | The Ontario Securities Commission granted Stellantis N.V. (the Filer) relief from the prospectus and registration requirements for trades made in connection with an employee share offering. The Filer, a Netherlands-based corporation, cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 because the securities are offered through special purpose entities (FCPEs) rather than directly by the issuer. Canadian participants will receive disclosure documents, and the FCPEs are supervised by the local securities regulator. Participation is voluntary, and there is no market for the issuer's securities in Canada. The number of Canadian participants and their share ownership are minimal. The decision is based on the following key points: 1. The Filer is not a reporting issuer in Canada and has no intention of becoming one. 2. The employee share offering involves subscribing for units in a temporary FCPE, which will merge with a principal FCPE. 3. The units will be subject to a three-year lock-up period, with certain exceptions. 4. The units and shares are not listed for trading in Canada. 5. Canadian employees will receive comprehensive disclosure documents. The relief is granted subject to conditions, including that the first trade in any units or shares acquired by Canadian participants must meet specific criteria, such as being made through an exchange outside of Canada. The decision also applies to subsequent employee offerings within five years, provided the representations remain true and correct. Relevant legislative provisions include the Securities Act, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. |
| 68.601 | 2024-05-06 | MediaValet Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mediavalet-inc | The Securities Commission granted MediaValet Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: MediaValet Inc. is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, MediaValet Inc. is not in default of any securities legislation. The relevant laws underpinning this decision include the Securities Act of British Columbia (s. 88) and Ontario (s. 1(10)(a)(ii)), as well as Multilateral Instrument 11-102 and National Policy 11-206. The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the Ontario regulator. |
| 68.602 | 2024-05-03 | Molecule Holdings Inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/molecule-holdings-inc | The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (FFCTO) against Molecule Holdings Inc. (the Issuer), which was initially imposed due to the Issuer's failure to file its audited annual financial statements and other required documents. The Issuer sought this partial revocation to proceed with a debt settlement transaction and a private placement to raise funds. The raised funds will be used to comply with continuous disclosure obligations, pay outstanding fees, and for working capital. Key Facts: - The Issuer is a reporting entity in Ontario, Alberta, British Columbia, and Québec. - The FFCTO was issued on March 5, 2024, due to non-compliance with filing requirements. - The Issuer plans to amend the terms of its unsecured debentures and conduct a private placement to raise up to $300,000. Reasoning: - The Issuer intends to use the proceeds from the private placement to file overdue financial statements and meet other regulatory requirements. - The Issuer has halted discussions with debenture holders and potential investors since the FFCTO was issued. - The proposed transactions will be conducted in compliance with applicable securities laws and exemptions. Outcome: - The OSC granted a partial revocation of the FFCTO, allowing the Issuer to proceed with the debt settlement and private placement, subject to conditions. - Conditions include obtaining signed acknowledgments from participants that the acquired securities will remain subject to the FFCTO until a full revocation is granted, and providing copies of the FFCTO and partial revocation order to all participants. Relevant Laws: - Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144. - National Instrument 45-106 Prospectus Exemptions. |
| 68.603 | 2024-05-01 | Tricon Residential Inc. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tricon-residential-inc-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) granted consent to Tricon Residential Inc. to continue as a corporation under the Business Corporations Act (British Columbia) (BCBCA). This decision was made under section 181 of the Business Corporations Act (Ontario) (OBCA) and section 21(b) of Ontario Regulation 398/21. Key Facts: 1. Tricon Residential Inc. is an offering corporation under the OBCA with its shares listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). 2. Tricon entered into an arrangement agreement with Creedence Acquisition ULC, a British Columbia entity, for acquisition by Blackstone Real Estate entities. 3. The arrangement was approved by shareholders and the Ontario Superior Court of Justice, and completed on May 1, 2024. 4. Post-acquisition, Tricon intends to delist from TSX and NYSE, cease being a reporting issuer, and undergo restructuring, including continuance under the BCBCA. Reasoning: - The OSC found that the continuance would not prejudice the public interest. - The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. - Tricon is in compliance with all relevant regulations and is not involved in any proceedings under the OBCA, the Securities Act (Ontario), or related legislation. Outcome: The OSC consented to Tricon Residential Inc.'s continuance under the BCBCA, facilitating the company's post-closing restructuring plans. |
| 68.604 | 2024-04-30 | Greenbank Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/greenbank-capital-inc-0 | The Ontario Securities Commission (OSC) has revoked a failure-to-file cease trade order (FFCTO) against Greenbank Capital Inc. The FFCTO was initially issued on December 4, 2023, due to Greenbank's failure to file required continuous disclosure documents, including annual audited financial statements, management's discussion and analysis (MD&A), and certifications for the year ended July 31, 2023. Additionally, Greenbank failed to file interim financial statements, related MD&A, and executive compensation statements for the period ended October 31, 2023. Greenbank has since remedied these defaults by filing all outstanding documents, ensuring compliance with National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings. The company is now up-to-date with its continuous disclosure obligations and has paid all outstanding fees. Greenbank has also committed to holding an annual meeting within three months of the FFCTO's revocation and will issue a news release to announce the revocation. The OSC, satisfied that Greenbank has met the necessary requirements, has granted the full revocation of the FFCTO under sections 127 and 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. |
| 68.605 | 2024-04-30 | Order: In the Matter of Binance Holdings Limited | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/order-matter-binance-holdings-limited | The Securities Commission issued a decision regarding Binance Holdings Limited, focusing on its compliance with securities laws. The key facts include Binance's operations and offerings that potentially fall under the definition of securities, necessitating regulatory oversight. The Commission's reasoning centered on the need to protect investors and ensure market integrity, highlighting Binance's failure to register and comply with local securities regulations. The outcome was a directive for Binance to cease certain activities and take corrective measures to align with regulatory requirements. The decision was underpinned by relevant securities laws that mandate registration and adherence to regulatory standards for entities dealing in securities. |
| 68.606 | 2024-04-30 | Reasons and Decision: In the Matter of Binance Holdings Limited | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reasons-and-decision-matter-binance-holdings-limited | In the decision regarding Binance Holdings Limited, the Securities Commission examined allegations of regulatory non-compliance by the cryptocurrency exchange. The key issues included operating without proper registration and failing to meet the standards required for investor protection and market integrity. The Commission found that Binance had engaged in activities that required registration under securities laws but had not obtained the necessary approvals. This non-compliance was deemed a significant risk to investors and the broader financial market. As a result, the Commission ordered Binance to cease all unregistered activities and take corrective measures to comply with regulatory requirements. The decision was grounded in securities regulations that mandate proper registration and adherence to standards designed to protect investors and ensure market integrity. |
| 68.607 | 2024-04-26 | Gold Line Resources Ltd. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gold-line-resources-ltd | The Securities Commission granted Gold Line Resources Ltd.'s application to cease being a reporting issuer in all Canadian jurisdictions. Key facts include that the company's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on any marketplace. The company is not an OTC reporting issuer and is not in default of any securities legislation. The decision was based on Multilateral Instrument 11-102 and National Policy 11-206, with the British Columbia Securities Commission acting as the principal regulator. The order was issued under the relevant sections of the Securities Acts of British Columbia and Ontario. |
| 68.608 | 2024-04-26 | Athabasca Minerals Inc. | : Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/athabasca-minerals-inc | The Alberta and Ontario securities regulators received an application from Athabasca Minerals Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. The application was evaluated under National Policy 11-206 and the relevant sections of the Securities Act, R.S.O. 1990, c.S.5, as amended. The Filer met the criteria for this status change, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and no securities traded on any marketplace. The Filer was also not in default of any securities legislation. The Alberta Securities Commission acted as the principal regulator, and the order was granted, effectively ceasing the Filer's reporting issuer status across Canada. |
| 68.609 | 2024-04-25 | Humble & Fume Inc. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/humble-fume-inc-s-144 | The Ontario Securities Commission (OSC) granted a partial revocation of a failure-to-file cease trade order (FFCTO) against Humble & Fume Inc. The FFCTO was initially issued due to the company's failure to file required interim financial statements, management's discussion and analysis, and related certifications. Humble & Fume Inc. sought the partial revocation to facilitate a court-approved transaction under the Companies' Creditors Arrangement Act (CCAA), involving the sale of shares and assets to 1000760498 Ontario Inc. The court had previously approved this transaction, which includes the issuance of new shares and the assumption of certain debts. The partial revocation is conditional upon the purchaser receiving copies of the FFCTO, the partial revocation order, and a written notice acknowledging that all securities will remain subject to the FFCTO until a full revocation is granted. The order will terminate upon the completion of the transaction or 60 days from the date of the order, whichever comes first. The decision was made under Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207. |
| 68.610 | 2024-04-25 | Exxon Mobil Corporation | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/exxon-mobil-corporation-2 | The Alberta and Ontario securities regulators have granted Exxon Mobil Corporation's application to cease being a reporting issuer in Canada. The decision is based on the company's minimal market presence in Canada, with Canadian residents holding less than 2% of its securities, except for common shares and three series of USD notes. Exxon Mobil, a New Jersey corporation with its head office in Texas, complies with U.S. securities laws and has no intention of listing its securities or seeking public financing in Canada. The company has informed Canadian securityholders of its application and will continue to provide them with U.S. disclosure documents. This decision aligns with National Policy 11-206 and section 1(10)(a)(ii) of the Ontario Securities Act. |
| 68.611 | 2024-04-25 | Euromax Resources Ltd. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/euromax-resources-ltd-s-144 | The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (FFCTO) against Euromax Resources Ltd. The FFCTO was initially imposed due to the company's failure to file required annual financial statements, management's discussion and analysis, annual information form, and related certifications. Euromax applied for a partial revocation to conduct a private placement, aiming to raise approximately C$1.2 million from accredited investors and insiders. The funds will be used to comply with continuous disclosure obligations, pay outstanding fees, and for working capital. The OSC granted the partial revocation under Section 144 of the Securities Act, R.S.O. 1990, c. S.5, subject to conditions including providing subscribers with copies of the FFCTO and the partial revocation order, and obtaining acknowledgments from subscribers that the securities will remain subject to the FFCTO. The order will terminate upon the closing of the private placement or 60 days from the date of the order. |
| 68.612 | 2024-04-24 | Franklin Templeton Investments Corp. et al. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-23 | The Ontario Securities Commission granted Franklin Templeton Investments Corp. and its managed funds, including the Franklin S&P 500 Dividend Aristocrats Covered Call Index ETF and Franklin S&P/TSX Canadian Dividend Aristocrats Covered Call Index ETF, an exemption from the margin deposit limits specified in National Instrument 81-102 (NI 81-102). The exemption allows these funds to deposit up to 35% of their net asset value (NAV) with any one dealer and up to 70% of their NAV with all dealers combined for transactions involving exchange-traded specified derivatives. This decision, based on the need for efficient and flexible investment strategies, reduces operational complexity and costs associated with using multiple dealers. The relief is conditional on the funds not investing in non-exchange traded derivatives and adhering to the specified margin limits. The relevant legislative provisions include NI 81-102 sections 6.8(1), 6.8(2)(c), and 19.1. |
| 68.613 | 2024-04-23 | Orford Mining Corporation – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/orford-mining-corporation-s-16-obca | The Ontario Securities Commission (OSC) has granted Orford Mining Corporation's application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The decision was based on several key facts: Orford Mining Corporation is currently an offering corporation, has no plans to seek public financing, and was previously granted an order stating it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that this order would not be prejudicial to the public interest. The relevant laws underpinning this decision include subsection 1(6) of the OBCA and subclause 1(10)(a)(ii) of the Securities Act (Ontario). |
| 68.614 | 2024-04-22 | Baytex Energy Corp. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/baytex-energy-corp | The Alberta Securities Commission granted Baytex Energy Corp. relief from the formal issuer bid requirements under National Instrument 62-104. Baytex sought to conduct a normal course issuer bid (NCIB) through the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). The relief allows Baytex to purchase its common shares on U.S. markets beyond the 5% limit imposed by the Published Markets Exemption, up to the TSX NCIB rules' maximum aggregate limit of 10% of the public float. Key Facts: - Baytex is a reporting issuer in Canada and the U.S., with shares listed on the TSX and NYSE. - Baytex completed a significant acquisition, increasing its U.S. shareholder base and trading volume on U.S. markets. - The company initiated a NCIB to repurchase up to 10% of its public float. - Baytex's trading volume on U.S. markets surpassed that on the TSX, prompting the need for relief from the 5% limit on U.S. market purchases. Reasoning: - The relief aligns with the TSX NCIB rules and U.S. regulations, ensuring compliance with market manipulation safeguards. - The decision supports Baytex's ability to repurchase shares efficiently given the higher trading volume on U.S. markets. Outcome: - The exemption was granted with conditions, including compliance with U.S. and Canadian trading rules, issuance of a press release detailing the exemption, and adherence to the 10% aggregate limit over a 12-month period. Relevant Laws: - National Instrument 62-104 Take-Over Bids and Issuer Bids - National Instrument 23-101 Trading Rules - TSX NCIB Rules - U.S. Securities Exchange Act of 1934, Rule 10b-18 |
| 68.615 | 2024-04-19 | BMO Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-15 | The Securities Commission granted BMO Investments Inc. (the Filer) an exemption for its existing and future investment funds from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption allows these funds to invest up to 10% of their net assets in securities of SICAV Funds governed by Luxembourg laws and UCITS Funds governed by the Central Bank of Ireland, despite these underlying funds not being subject to NI 81-102 or being reporting issuers in Canada. Key Facts: - The Filer is a subsidiary of the Bank of Montreal and manages various investment funds. - The exemption applies to both existing and future funds managed by the Filer. - The underlying foreign funds are subject to similar investment restrictions and disclosure requirements as the top funds. Reasoning: - The exemption is deemed to be in the best interests of the funds as it allows for diversification and cost-effective investment strategies. - The underlying funds are regulated under robust frameworks similar to NI 81-102, ensuring investor protection. Outcome: - The exemption is granted with conditions, including that the underlying funds must qualify as UCITS and comply with UCITS Regulations. - The funds must not invest more than 10% of their net assets in these underlying funds. - The funds must cease investing in the underlying funds if their regulatory regime changes materially. Relevant Laws: - National Instrument 81-102 Investment Funds, sections 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c), and 19.1. - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 68.616 | 2024-04-19 | Daniel Drimmer | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/daniel-drimmer | The Securities Commission granted an exemption to Daniel Drimmer and his affiliates from the take-over bid requirements under National Instrument 62-104 (NI 62-104) in connection with their proposed normal course purchases of Class A Units of Northview Residential REIT. The exemption allows Drimmer and his affiliates to acquire additional Class A Units in the market, provided these purchases comply with section 4.1 of NI 62-104, with specific modifications for calculating the 5% purchase limit. The decision was based on the facts that Drimmer's acquisition of a large block of convertible securities was approved by minority security holders, and the purchases aim to provide market liquidity without seeking control of the REIT. The Alberta Securities Commission acted as the principal regulator, and the decision is also recognized by the Ontario Securities Commission. |
| 68.617 | 2024-04-18 | Fidelity Clearing Canada ULC | Statute cited: 1. Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53 & 74 Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7 2. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4 3. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-clearing-canada-ulc-2 | The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from prospectus and trade reporting requirements, allowing it to distribute Crypto Contracts to permitted clients. This decision revokes a prior decision and is valid for two years. The relief is subject to conditions including disclosure and reporting requirements to foster innovation while ensuring investor protection and market efficiency. Key Facts: - The Filer is registered as an investment dealer and a member of CIRO. - The Filer offers services involving the custody and trading of Crypto Assets through Crypto Contracts. - The Filer uses Fidelity Digital Asset Services, LLC (FDAS) and other liquidity providers for custody and trade execution. - The Filer ensures compliance with CIRO rules and conducts due diligence on Crypto Assets and liquidity providers. Reasoning: - The decision aims to balance innovation in the Canadian capital markets with regulatory mandates for investor protection and market fairness. - The Filer's operations are tailored to specific facts and circumstances, and this decision is not a precedent for other filers. Outcome: - The Filer is granted relief from prospectus and trade reporting requirements for two years, subject to conditions including: - Maintaining registration and CIRO membership. - Providing services only to specified clients. - Ensuring FDAS or other acceptable custodians hold client Crypto Assets. - Delivering risk and asset statements to clients. - Reporting quarterly to the Principal Regulator and Coordinated Review Decision Makers. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, ss. 1(1), 53 & 74. - Multilateral Instrument 11-102 Passport System, s. 4.7. - OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4. - OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. |
| 68.618 | 2024-04-18 | Orford Mining Corporation | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/orford-mining-corporation | The Ontario Securities Commission (OSC) granted Orford Mining Corporation's application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Orford Mining is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not publicly traded on any marketplace. Additionally, Orford Mining is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System, applicable in British Columbia and Alberta. The OSC determined that the application met the necessary legal criteria under the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.619 | 2024-04-18 | Fidelity Clearing Canada ULC | Statute cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74. Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. 3. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-clearing-canada-ulc-3 | The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from prospectus and trade reporting requirements to distribute Crypto Contracts to permitted clients. This decision revokes a prior decision and is effective for two years. The relief is subject to conditions including specific disclosure and reporting requirements, and it aims to foster innovative businesses in Canada without setting a precedent for other filers. Key Facts: - The Filer is registered as an investment dealer and offers services related to Crypto Contracts and custody of Crypto Assets. - The Filer's clients include institutional clients and permitted clients. - The Filer uses Fidelity Digital Asset Services, LLC (FDAS) as a foreign custodian and may use additional liquidity providers. Reasoning: - The decision aligns with the Canadian Securities Administrators' (CSA) goal of balancing innovation with investor protection and market efficiency. - The Filer has established policies and procedures to manage risks and ensure compliance with regulatory requirements. Outcome: - The Filer is granted relief from prospectus and trade reporting requirements, subject to conditions including maintaining appropriate disclosures, using acceptable custodians, and providing regular reports to regulators. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended, sections 1(1), 53, and 74. - Multilateral Instrument 11-102 Passport System, section 4.7. - OSC Rule 91-506 Derivatives: Product Determination, sections 2 and 4. - OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. |
| 68.620 | 2024-04-17 | Trilogy International Partners Inc. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trilogy-international-partners-inc | The Securities Commission granted Trilogy International Partners Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: the company's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide; none of its securities are traded on any marketplace; and the company is not in default of any securities legislation. The application was processed under Multilateral Instrument 11-102 and National Policy 11-206, with the British Columbia Securities Commission acting as the principal regulator. The relevant legislative provisions include section 88 of the Securities Act, R.S.B.C. 1996, c. 418, and section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5. |
| 68.621 | 2024-04-17 | AGF Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.6.1, 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-13 | The Ontario Securities Commission granted AGF Investments Inc. an exemption from certain short selling restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This decision allows the AGF Alternative Income Credit Fund and future similar funds to short sell government securities up to 300% of their net asset value (NAV), exceeding the usual 50% limit. The exemption supports the fund's hedging strategy, which involves taking long positions in corporate bonds and short positions in government bonds to mitigate interest rate risks. The Commission found that short selling government securities is less complex, less expensive, and less risky compared to using derivatives. The funds must comply with specific controls and disclosure requirements, ensuring that their aggregate exposure to short selling, cash borrowing, and derivatives does not exceed 300% of NAV. The decision is based on sections 2.6.1, 2.6.2, and 19.1 of NI 81-102. |
| 68.622 | 2024-04-15 | Toronto Cleantech Capital Inc. | : National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.3(1)(a)(i). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/toronto-cleantech-capital-inc | The Ontario Securities Commission granted Toronto Cleantech Capital Inc. (the Filer) an exemption from the requirement under National Instrument 52-107 that financial statements must be accompanied by an auditor's report with an unmodified opinion. The exemption pertains to the audited financial statements of THS L.P. (THS LP) for the year ended November 30, 2022, which contain a modified opinion due to a scope limitation on inventory verification. This relief was granted because the auditors were unable to verify inventory physically for that period but provided an unmodified opinion for the subsequent year. The decision is conditional on the Filer including the audited financial statements for both 2022 and 2023 in its Filing Statement, with the only modification being the inventory qualification for 2022. This decision aligns with the provisions of National Instrument 52-107 and Companion Policy 41-101CP. |
| 68.623 | 2024-04-12 | First West Credit Union | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 73.1(6) and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/first-west-credit-union | The Securities Commission granted First West Credit Union an exemption from the prospectus requirement for distributing membership shares to prospective members. This decision allows the credit union to continue its operations as a federal credit union under the Bank Act (Canada), following its transition from provincial regulation under the Credit Union Incorporation Act (British Columbia). The exemption aligns with existing provincial exemptions for credit unions and is contingent upon First West's continued regulation by the Office of the Superintendent of Financial Institutions. The relevant legislative provisions include sections 53, 73.1(6), and 74(1) of the Securities Act, R.S.O. 1990, c. S.5. |
| 68.624 | 2024-04-12 | Intellabridge Technology Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/intellabridge-technology-corporation | The Ontario Securities Commission (OSC) revoked a cease trade order (FFCTO) against Intellabridge Technology Corporation. The FFCTO was initially issued on May 6, 2022, due to the company's failure to file required continuous disclosure documents under Ontario securities law. Intellabridge subsequently remedied these defaults by updating its filings. The revocation was granted under section 144 of the Securities Act, R.S.O. 1990, c. S.5, and in accordance with National Policy 11-207, which governs failure-to-file cease trade orders and their revocations across multiple jurisdictions. The OSC confirmed that the conditions for revocation were met, leading to the FFCTO being lifted on April 12, 2024. |
| 68.625 | 2024-04-09 | Highlander Silver Corp. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/highlander-silver-corp | The Securities Commission granted Highlander Silver Corp. an exemption from the requirement to include audited financial statements for certain holding companies in its Business Acquisition Report (BAR). Highlander Silver Corp. is acquiring shares of San Luis Resource (BVI) Inc. and Silver Standard Peru (BVI) Inc., which hold interests in Reliant Ventures S.A.C., the operating company of the San Luis silver-gold project in Peru. The holding companies have no material assets, liabilities, or operations other than their interests in Reliant, and their financial statements do not exist. The BAR will instead include audited financial statements of Reliant and sufficient alternative information about the acquisition. This decision is based on National Instrument 51-102 Continuous Disclosure Obligations, sections 8.4 and 13.1, and was processed under Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 68.626 | 2024-04-08 | Luminex Resources Corp. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/luminex-resources-corp | The Securities Commission granted Luminex Resources Corp.'s application to cease being a reporting issuer in Canada. This decision follows Luminex's acquisition by Adventus Mining Corporation, a compliant reporting issuer. Despite Luminex's securities being owned by more than 50 persons, they are not traded on any exchange. The convertible securities of Luminex are now linked to Adventus shares, and Luminex is not obligated to provide continuous disclosure to these security holders. The decision is based on compliance with the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Securities Act, R.S.O. 1990, c.S.5, as amended, s. 1(10)(a)(ii). |
| 68.627 | 2024-04-08 | Major Precious Metals Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/major-precious-metals-corp | The Securities Commission issued a partial revocation of a cease trade order (FFCTO) against Major Precious Metals Corp. due to its failure to file required financial documents. The company sought this partial revocation to conduct a private placement to raise $750,000, which will be used to update its financial filings and cover related expenses. The decision was based on the company's representations and the need to bring its continuous disclosure obligations up to date. The partial revocation is conditional on potential investors receiving copies of the FFCTO, the partial revocation order, and written notice that the securities will remain subject to the FFCTO until fully revoked. The relevant legislative provisions include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.628 | 2024-04-03 | Canntab Therapeutics Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canntab-therapeutics-limited | The Ontario Securities Commission granted Canntab Therapeutics Limited a partial revocation of a cease trade order (FFCTO) issued due to the company's failure to file required financial statements. Canntab sought this partial revocation to conduct a private placement to raise up to $100,000 from accredited investors. The funds will be used to address outstanding fees, prepare and file overdue financial documents, and for general working capital. The decision was based on Canntab's representations and compliance with specific conditions, including informing investors about the FFCTO and obtaining their acknowledgment of the ongoing trade restrictions. The relevant legislative provisions include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.629 | 2024-04-03 | Fortrade Canada Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). OSC Rule 91-502 Trades in Recognized Options. OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fortrade-canada-limited | The Ontario Securities Commission (OSC) granted Fortrade Canada Limited (the Filer) an exemption from the prospectus requirement for distributing contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in certain Canadian jurisdictions. The Filer is registered as an investment dealer in Ontario and other provinces, and is a member of the Canadian Investment Regulatory Organization (CIRO). The decision is based on the Filer's compliance with CIRO rules and acceptable practices, including providing a risk disclosure document similar to those required for recognized options and OTC derivatives. Key Facts: - The Filer is registered in multiple provinces and territories, excluding Quebec and Alberta. - The Filer's previous exemptive relief expired in February 2024, and the new relief extends it for up to four years. - The Filer's trading platform allows clients to trade CFDs on an execution-only basis, with real-time reporting and automated risk management. - The Filer is the counterparty to its clients' CFD trades and manages risk through back-to-back transactions with an affiliate. - The Filer provides a risk disclosure document to clients before their first CFD transaction and obtains a written acknowledgment from them. Key Conditions: - The Filer must remain registered as an investment dealer and a CIRO member. - All CFD transactions must comply with CIRO rules and acceptable practices. - The Filer must provide the risk disclosure document to clients and deliver a copy to the OSC. - The Filer must inform the OSC of any material changes or regulatory proceedings against it. - The relief will expire in four years or upon the introduction of new legislation or rules regarding CFD distribution. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, ss. 53 and 74(1) - OSC Rule 91-502 Trades in Recognized Options - Proposed OSC Rule 91-504 OTC Derivatives (not adopted) - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations - CIRO Rules and Acceptable Practices Outcome: The OSC granted the requested relief, allowing the Filer to continue offering CFDs under specified conditions for an interim period of up to four years. |
| 68.630 | 2024-04-02 | Farmers Edge Inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/farmers-edge-inc | The Securities Commission granted Farmers Edge Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Farmers Edge Inc. is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, the company is not in default of any securities legislation. The principal regulator for this application was the Manitoba Securities Commission, and the order also applies to other provinces and territories as per Multilateral Instrument 11-102. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.631 | 2024-04-02 | Empower Clinics Inc. | Securities Act, R.S.O. 1990, c. S.5, as am. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/empower-clinics-inc | The Securities Commission granted a partial revocation of a cease trade order (FFCTO) against Empower Clinics Inc., which was originally issued due to the company's failure to file required continuous disclosure documents. Empower Clinics sought the partial revocation to conduct a private placement to raise funds and settle certain debts. The raised funds will be used to prepare and file the outstanding disclosure documents and pay related fees. The decision was based on the company's representations and subject to conditions, including providing participants with copies of the FFCTO and obtaining acknowledgments that the securities will remain subject to the FFCTO until fully revoked. The relevant laws include Section 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.632 | 2024-04-02 | Just Kitchen Holdings Corp. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/just-kitchen-holdings-corp | **Summary of Decision by the Securities Commission** **Key Facts:** - Just Kitchen Holdings Inc. (the Filer) applied to cease being a reporting issuer in all Canadian jurisdictions. - The Filer's securities are owned by fewer than 50 persons and are not traded on any exchange or market. - The Filer is a wholly-owned subsidiary of JF Investment Co Ltd. (the Purchaser) following a statutory plan of arrangement. - The Filer's shares were delisted from the TSXV on January 30, 2024. - The Filer is not an OTC reporting issuer and has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. **Reasoning:** - The Filer is not in default of securities legislation except for not filing certain continuous disclosure documents, which were due after the completion of the arrangement. - The Filer has no intention of seeking public financing. - The Filer meets the criteria under Multilateral Instrument 11-102 and National Policy 11-206, except for the filing default. **Outcome:** - The order to cease being a reporting issuer in all Canadian jurisdictions was granted. **Relevant Laws/Regulations:** - Securities Act, R.S.B.C. 1996, c. 418, s. 88. - Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). - Multilateral Instrument 11-102 Passport System. - National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 68.633 | 2024-04-01 | Chief Executive Officer and Ontario Securities Commission | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chief-executive-officer-and-ontario-securities-commission | The Ontario Securities Commission (OSC) issued a delegation on September 20, 2022, under subsection 3(1) of the Securities Act, R.S.O. 1990, Chapter S. 5, as amended. This delegation allows certain powers and duties of the OSC to be exercised by individuals defined as "Directors" under subsection 1(1) of the Act. The Chief Executive Officer (CEO) of the OSC is responsible for designating which positions within the Commission qualify as Directors for these purposes. Effective April 1, 2024, the CEO designated various managerial and supervisory positions across multiple divisions of the Commission, including Corporate Finance, Registration, Inspections and Examinations, Trading and Markets, Enforcement, Investment Management, and the Office of Economic Growth and Innovation. Specific roles such as the Head of Sustainable Finance, Special Advisors, the Chief Accountant, and Associate Chief Accountant were also designated. Additionally, the Business Processes Supervisor in the Corporate Finance Division was designated solely for the purpose of granting exemptions from fees for late filing of insider reports under Commission Rule 13-502 Fees. The CEO determined that, apart from the Business Processes Supervisor, all designated Directors could exercise the delegated powers and perform the duties as outlined in the 2022 Delegation and any future delegations, unless otherwise specified by the CEO. This decision ensures a clear delegation of authority within the OSC, facilitating efficient administrative operations and compliance with the Securities Act. |
| 68.634 | 2024-04-01 | Chief Executive Officer and Ontario Securities Commission | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chief-executive-officer-and-ontario-securities-commission-0 | The Ontario Securities Commission (OSC) issued a decision under the Commodity Futures Act, R.S.O. 1990, Chapter C. 20, as amended. Effective September 20, 2022, the OSC delegated certain powers and duties to each "Director" as defined in subsection 1(1) of the Act. The term "Director" includes the Chief Executive Officer (CEO), Executive Director, Directors, Deputy Directors, and other designated positions within the Commission. The CEO has the authority to designate which positions can exercise these delegated powers. The CEO has designated various managerial and supervisory positions across multiple divisions of the Commission, including Corporate Finance, Registration, Inspections and Examinations, Trading and Markets, Enforcement, Investment Management, and the Office of Economic Growth and Innovation. Additionally, roles such as the Head of Sustainable Finance, Special Advisors, Chief Accountant, and Associate Chief Accountant are included. This designation allows these individuals, along with the CEO, to exercise the delegated powers and perform the duties as specified in the 2022 Delegation and any future delegations, unless otherwise determined by the CEO. This decision was formalized on April 1, 2024. |
| 68.635 | 2024-04-01 | Ninepoint Partners LP and Canadian Large Cap Leaders Split Corp. | National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-and-canadian-large-cap-leaders-split-corp | The Ontario Securities Commission granted Ninepoint Partners LP, on behalf of Canadian Large Cap Leaders Split Corp. (the Fund), an exemption from paragraph 2.2(d) of National Instrument 44-101 (NI 44-101). This exemption allows the Fund to file a short form prospectus under NI 44-101 or a shelf prospectus under National Instrument 44-102 (NI 44-102) despite not having completed a financial year or having current annual financial statements or an annual information form (AIF). Key Facts: - The Fund was incorporated on December 19, 2023, and began operations on February 22, 2024. - The Fund has not yet completed its first financial year and lacks audited financial statements and a current AIF. - The Fund aims to expedite future offerings of its shares by using a short form or shelf prospectus. Conditions: - The Fund must file initial financial statements and a management report of fund performance before filing a preliminary short form or shelf prospectus. - The Fund must include or incorporate by reference the disclosure required in a current AIF and disclose the exemption decision in the prospectus. - The exemption expires on the earlier of the filing of the 2024 annual financial statements or April 1, 2025. Relevant Regulations: - National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d) and 8.1 - National Instrument 44-102 Shelf Distributions - National Instrument 81-106 Investment Fund Continuous Disclosure - Multilateral Instrument 11-102 Passport System Outcome: The exemption was granted, enabling the Fund to use a short form or shelf prospectus for subsequent offerings, subject to specified conditions. |
| 68.636 | 2024-03-28 | Equate Asset Management Inc. and Equate Asset Management Total Return Fund | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/equate-asset-management-inc-and-equate-asset-management-total-return-fund | The Ontario Securities Commission (OSC) granted Equate Asset Management Inc. and its Equate Asset Management Total Return Fund (the Fund) an extension for filing and delivering annual and interim financial statements. The Fund, which is not a reporting issuer, primarily invests in other funds (Underlying Funds) with later financial reporting deadlines. The relief allows the Fund to file and deliver annual financial statements within 120 days of its financial year-end and interim financial statements within 90 days of its interim period-end. This decision is based on the impracticality of obtaining timely audited financial statements from the Underlying Funds, which are necessary for the Fund's own financial reporting. The conditions for this relief include updating the Fund's offering memorandum to disclose the extended deadlines and notifying investors of the reliance on this relief. The decision is underpinned by National Instrument 81-106 Investment Fund Continuous Disclosure and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 68.637 | 2024-03-19 | Evolve Funds Group Inc. and Evolve Artificial Intelligence Fund | : National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-and-evolve-artificial-intelligence-fund | The Ontario Securities Commission granted Evolve Funds Group Inc. an exemption from the requirement under subsection 2.3(1.1) of National Instrument 41-101, which mandates that a final prospectus be filed within 90 days of the preliminary prospectus receipt. The relief extends the filing deadline by an additional 60 days, allowing the final prospectus to be filed by March 30, 2024. This extension ensures that the final prospectus is filed within the same calendar year the fund units are planned to be listed on the TSX, thereby avoiding adverse tax consequences. The funds will not be pre-marketed before their launch. The decision is based on the representations made in the application and will be evidenced by the issuance of a receipt for the fund’s prospectus. Relevant legislative provisions include sections 2.3(1.1) and 19.1 of National Instrument 41-101. |
| 68.638 | 2024-02-12 | TC Energy Corporation | : National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tc-energy-corporation | The Securities Commission granted TC Energy Corporation (the Filer) an exemption from certain requirements under National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). Specifically, the Filer sought relief from the requirement that financial statements be audited in accordance with Canadian GAAS, as the Filer plans to spin off its Liquids Business into a new company (SpinCo). The financial statements for SpinCo and the spin-out business will be audited in accordance with U.S. GAAS. SpinCo will not initially meet the definition of an SEC Issuer under NI 52-107 but is expected to qualify upon completion of the separation. If SpinCo does not become an SEC Issuer within 20 days post-separation, the Filer and SpinCo must re-file the financial statements audited in accordance with Canadian GAAS. The decision also includes confidentiality provisions for the application materials. The exemption is granted under the condition that the Filer complies with specific disclosure and re-filing requirements if SpinCo does not achieve SEC Issuer status. Relevant legislative provisions include sections 3.2(1), 3.3(1)(a), and 3.14(1) of NI 52-107. |
| 68.755 | 2024-07-03 | BMR GP Inc. – s. 74(1) | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53, 74(1). Condominium Act, S.O. 1998, c. 19, as am. Real Estate and Business Brokers Act, 2002, S.O. 2002, c. 30, Sch. C., as am. Ontario Securities Commission Rule 14-501 Definitions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmr-gp-inc-s-741 | The Ontario Securities Commission (OSC) has ruled that trades by BMR GP Inc. and its licensed real estate agents in condohotel units included in a rental program are exempt from sections 25 and 53 of the Securities Act (Ontario), provided certain disclosures are made to purchasers before they enter into an agreement of purchase and sale. This decision is based on the following key points: 1. **Background**: BMR GP Inc., a subsidiary of Freed Corp., is developing condohotels on land adjacent to Blue Mountain Ski Resort. These units will be sold with the option to participate in a rental program managed by BMR or its affiliates. 2. **Disclosure Requirements**: Before entering into a purchase agreement, initial purchasers must receive a comprehensive disclosure document, including details about the project, rental management agreements, risk factors, and financial obligations. Purchasers also have a 10-day rescission period under the Condominium Act. 3. **Rental Program**: Owners of condohotel units must enter into rental management or pooling agreements, which mandate the rental of units for a specified period each year. The agreements outline the responsibilities of the property manager and the financial arrangements for revenue and expense sharing. 4. **Financial Reporting**: The rental management agreements require regular financial reporting to unit owners, including audited annual financial statements and interim unaudited financial statements. 5. **Subsequent Sales**: For subsequent sales of condohotel units, sellers must notify the property manager and provide prospective buyers with updated financial information and a summary of the initial disclosure document. 6. **Exemptions**: The OSC granted exemptions from sections 25 and 53 of the Securities Act, provided the above conditions are met. Additionally, the ruling includes confidentiality provisions to protect sensitive information until marketing begins or 90 days after the decision. The ruling ensures that purchasers are well-informed and protected, aligning with the requirements of the Securities Act, Condominium Act, and Real Estate and Business Brokers Act. |
| 68.756 | 2024-07-02 | Pointe West Golf Club Corp. – s. 1(10) | Statutes Cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/pointe-west-golf-club-corp-s-110 | The Ontario Securities Commission (OSC) granted Pointe West Golf Club Corp.'s application to cease being a reporting issuer in Ontario. Despite not meeting the simplified procedure criteria under National Policy 11-206 due to having more than 400 securityholders and being in default of certain securities requirements, the OSC approved the application. The decision was based on several factors: the Filer's shares are not publicly traded, there has been no market creation for its securities, and it has consistently met disclosure obligations except for specific defaults. The decision was supported by a special shareholders' meeting where the resolution to cease being a reporting issuer was overwhelmingly approved. The relevant law cited is the Securities Act, R.S.O. 1990, c. S.5, as amended, s. 1(10). |
| 68.757 | 2024-06-27 | Treasury Metals Inc. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/treasury-metals-inc-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) granted consent to Treasury Metals Inc. to transition from being governed under the Ontario Business Corporations Act (OBCA) to the British Columbia Business Corporations Act (BCBCA). This decision was made under subsection 21(b) of Ontario Regulation 398/21, which requires such a transition to be accompanied by the Commission's consent. Treasury Metals Inc., originally incorporated in Ontario, sought this transition to facilitate a plan of arrangement with Blackwolf Copper and Gold Ltd. and for greater corporate flexibility under the BCBCA. The company's shareholders overwhelmingly approved the transition, and no dissenting rights were exercised. The OSC determined that the transition would not be prejudicial to the public interest and consented to the continuance. |
| 68.758 | 2024-06-25 | Fidelity Investments Canada ULC et al. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-et-al-9 | The Ontario Securities Commission granted Fidelity Investments Canada ULC an extension of the prospectus lapse date for four terminating ETFs until September 6, 2024. This decision was made to align with the ETFs' planned termination and delisting dates, avoiding unnecessary costs and confusion from renewing the prospectus shortly before termination. The extension was granted under section 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision ensures that the current prospectus remains accurate and up-to-date, with no material changes since its last filing. The extension applies only to the terminating ETFs, not affecting other funds under the same prospectus. |
| 68.759 | 2024-06-24 | Advantagewon Oil Corp. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/advantagewon-oil-corp | The Ontario Securities Commission (OSC) granted a partial revocation of a failure-to-file cease trade order (FFCTO) against Advantagewon Oil Corp. (the Issuer) under Section 144 of the Securities Act (Ontario). The FFCTO was initially issued due to the Issuer's failure to file required continuous disclosure documents, including audited financial statements and management's discussion and analysis for the year ended December 31, 2022, among other filings. The Issuer sought the partial revocation to complete a private placement of up to $60,000 through secured promissory notes to accredited investors and family, friends, and business associates. The funds raised will be used to bring the Issuer into compliance with its continuous disclosure obligations, pay outstanding fees, and provide working capital. The OSC's decision was based on the Issuer's representations, including its intention to use the proceeds to update its filings and apply for a full revocation of the FFCTO. The partial revocation is subject to conditions, including providing participants with copies of the FFCTO and the partial revocation order, and obtaining acknowledgments from participants that the securities will remain subject to the FFCTO. Relevant legislative provisions include Section 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.760 | 2024-06-21 | Permian Resources Corp. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/permian-resources-corp | The Securities Commission granted Permian Resources Corporation's application to cease being a reporting issuer in British Columbia, Ontario, and Alberta. The decision was based on the fact that the company's securities are traded exclusively on the New York Stock Exchange, with less than 2% of its securities owned by Canadian residents, who also represent less than 2% of its total security holders. Permian Resources Corporation does not intend to offer its securities publicly in Canada and complies with U.S. securities laws. The decision was made under National Policy 11-203 and National Policy 11-206, with relevant legislative provisions including the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Securities Act, R.S.O. 1990, c. S.5, s. 1(10)(a)(ii). |
| 68.761 | 2024-06-20 | Hazelview Securities Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Item 10(b) of Part B of Form 81-101F3 Contents of Simplified Prospectus. Item 5 of Part I of Form 81-101F3 Contents of Fund Facts Document. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/hazelview-securities-inc | The Ontario Securities Commission granted Hazelview Alternative Real Estate Fund (the Fund) several exemptions from National Instrument 81-102 Investment Funds (NI 81-102) and related regulations. These exemptions allow the Fund to: 1. **Borrow Cash and Short Sell**: The Fund can borrow cash and short sell up to 100% of its net asset value (NAV), exceeding the usual 50% limit. 2. **Appoint Additional Custodians**: The Fund can appoint more than one custodian, provided they meet specific criteria. 3. **Use Past Performance Data**: The Fund can include past performance data from when it was offered on a prospectus-exempt basis in its sales communications, fund facts, and management reports, even though it hasn't distributed securities under a simplified prospectus for 12 consecutive months. These exemptions are subject to conditions ensuring compliance with certain sections of NI 81-102, NI 81-101 Mutual Fund Prospectus Disclosure, and NI 81-106 Investment Fund Continuous Disclosure. The decision aims to provide the Fund with greater operational flexibility while maintaining investor protection. |
| 68.762 | 2024-06-18 | Indigo Books & Music Inc. | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16 as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/indigo-books-music-inc-0 | The Ontario Securities Commission (OSC) granted an order deeming Indigo Books & Music Inc. to have ceased offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Indigo, an offering corporation as defined by the OBCA, has its head office in Toronto and has no plans to seek public financing. Previously, on June 11, 2024, Indigo was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under the Securities Act (Ontario) and National Policy 11-206. The OSC concluded that the order would not harm the public interest. |
| 68.763 | 2024-06-17 | E Ventures Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 12-202 Revocation of Certain Cease Trade Orders | https://www.osc.ca/en/securities-law/orders-rulings-decisions/e-ventures-inc-0 | The Ontario Securities Commission (OSC) revoked a cease trade order against E Ventures Inc., initially issued due to the company's failure to file required continuous disclosure documents. The cease trade order, issued in 2003, was a result of E Ventures Inc.'s financial difficulties, which led to non-compliance with Ontario securities law. The company has since remedied these defaults by updating its continuous disclosure filings, including audited annual financial statements, management's discussion and analysis (MD&A), and related certifications for recent years. The OSC exercised discretion under National Policy 12-202 to not require older outstanding filings. The decision was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The company has undertaken to hold an annual shareholders' meeting within three months and to issue a news release about the revocation and its future plans. |
| 68.764 | 2024-06-14 | BMO Asset Management Inc. and The Top Funds | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(2)(c), 111(4), and 113. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-asset-management-inc-and-top-funds-1 | The Ontario Securities Commission granted BMO Asset Management Inc. (the Filer) and its Top Fund, BMO Carlyle Private Equity Strategies Fund, relief from conflict-of-interest investment restrictions under the Securities Act (Ontario). This exemption allows the Top Fund to invest substantially all its assets in Carlyle AlpInvest Private Markets Sub-Fund -- I, managed by a third-party asset manager, despite the Filer's significant interest in the Underlying Investment. Key Facts: - The Filer is registered in multiple jurisdictions and manages the Top Fund. - The Top Fund will invest in the Underlying Investment, a Luxembourg-based alternative investment fund. - The Underlying Investment will not be a reporting issuer in any Canadian jurisdiction. Reasoning: - The investment aligns with the Top Fund's objectives and provides diversification and access to specialized investment strategies. - The investment will be made at an objective price, and no duplicative fees will be charged. - The offering memorandum will disclose potential conflicts of interest and other relevant information to investors. Outcome: - The exemption is granted with conditions, including distribution restrictions to accredited investors, disclosure requirements, and ensuring investments are made at an objective price. Relevant Laws: - Securities Act (Ontario), ss. 111(2)(b), 111(2)(c), 111(4), and 113. - National Instrument 45-106 Prospectus Exemptions (NI 45-106). - Multilateral Instrument 11-102 Passport System (MI 11-102). |
| 68.765 | 2024-06-14 | Sprott Asset Management LP and Sprott Physical Copper Trust | : National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sprott-asset-management-lp-and-sprott-physical-copper-trust-0 | The Ontario Securities Commission granted Sprott Physical Copper Trust (the Trust) an exemption from the requirement in paragraph 2.2(d) of National Instrument 44-101 (NI 44-101) to allow the Trust to file a short form or shelf prospectus despite not having completed a financial year or having current annual financial statements or an annual information form (AIF). This decision enables the Trust to expedite future offerings of its units. Key Facts: 1. The Trust, managed by Sprott Asset Management LP, completed its initial public offering (IPO) on June 7, 2024, and has not yet completed a financial year. 2. The Trust wishes to use a short form or shelf prospectus for future offerings, which is more efficient than a long form prospectus. 3. The Trust has filed audited financial statements for the period from April 12, 2024, to April 19, 2024, and plans to file interim and annual financial statements for 2024. Reasoning: The exemption was granted to facilitate the Trust's ability to raise additional capital efficiently. The Trust will incorporate by reference its IPO financial statements or other audited financial statements, along with required management reports and disclosures, into any short form or shelf prospectus. Outcome: The exemption is granted with conditions, including the incorporation of specific financial statements and disclosures into any prospectus filed. The exemption will expire on the earlier of the filing of the Trust's 2024 annual financial statements or June 7, 2025. Relevant Laws: - National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d) and 8.1 - National Instrument 44-102 Shelf Distributions - National Instrument 81-106 Investment Fund Continuous Disclosure - Multilateral Instrument 11-102 Passport System |
| 68.766 | 2024-06-14 | Evolve Funds Group Inc. and High Interest Savings Account Fund | National Instrument 81-102 Investment Fund, ss. 5.1(1)(f) and 5.5(1)(b) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-and-high-interest-savings-account-fund | The Ontario Securities Commission (OSC) granted Evolve Funds Group Inc. (the Filer) relief from the requirement to obtain unitholder approval for the reorganization of the High Interest Savings Account Fund (HISA) under National Instrument 81-102 Investment Funds (NI 81-102). The reorganization involves splitting HISA into two separate mutual fund trusts: a new mutual fund (New Mutual Fund) and the existing exchange-traded mutual fund (Existing ETF). This decision was made in response to regulatory changes and is deemed beneficial for unitholders. Key facts include: - The reorganization aims to improve yield for mutual fund unitholders. - The tax impact on unitholders is expected to be minimal. - Unitholders will be notified at least 60 days before the reorganization and can redeem their units if they choose. The OSC's decision is based on the conditions that the reorganization is approved by the Independent Review Committee (IRC) and that detailed notice is provided to unitholders. The applicable legislative provisions are sections 5.1(1)(f), 5.5(1)(b), and 19.1 of NI 81-102. |
| 68.767 | 2024-06-14 | Enerplus Corporation | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/enerplus-corporation-0 | The Alberta and Ontario securities regulators have granted Enerplus Corporation's application to cease being a reporting issuer in all Canadian jurisdictions. This decision is based on several key facts: Enerplus is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, Enerplus is not in default of any securities legislation. The decision was made under the authority of National Policy 11-206 and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.768 | 2024-06-14 | Fusion Pharmaceuticals Inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fusion-pharmaceuticals-inc | The Ontario Securities Commission (OSC) granted Fusion Pharmaceuticals Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. This decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The application was processed under National Policy 11-206 and Multilateral Instrument 11-102, with the OSC acting as the principal regulator. Fusion Pharmaceuticals met the criteria for this order, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, no securities traded on public marketplaces, and no defaults on securities legislation. Consequently, the OSC concluded that the order was justified and granted it. |
| 68.769 | 2024-06-11 | Indigo Books & Music Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/indigo-books-music-inc | The Ontario Securities Commission (OSC) granted Indigo Books & Music Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Indigo is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System. The OSC concluded that the application met the necessary legislative requirements under the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.770 | 2024-06-10 | Domtar Corporation | : Securities Act, CQLR, c. V 1.1, s. 69. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/domtar-corporation | The Securities Commission granted Domtar Corporation's application to cease being a reporting issuer in all Canadian jurisdictions. Following a merger, Domtar became a wholly-owned subsidiary of a private company, and its common shares were delisted from stock exchanges. The only publicly held securities are debt notes, with a small percentage held by Canadian residents. Domtar is not required to remain a reporting issuer under its indentures and will continue to provide financial statements to noteholders. The decision was based on National Policy 11-206 and relevant sections of the Securities Act, CQLR, c. V-1.1, s. 69. |
| 68.771 | 2024-06-06 | mdf commerce inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mdf-commerce-inc | The Securities Commission reviewed an application from MDF Commerce Inc. to cease being a reporting issuer in all Canadian jurisdictions. The application was made under the relevant securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and the Process for Cease to be a Reporting Issuer Applications outlined in National Policy 11-206. Key Facts: 1. MDF Commerce Inc. is not an OTC reporting issuer. 2. The company's securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide. 3. No securities of MDF Commerce Inc. are traded on any marketplace in Canada or internationally. 4. MDF Commerce Inc. is not in default of any securities legislation. Reasoning: The decision was based on the representations that the company met all the criteria for ceasing to be a reporting issuer, including the limited number of securityholders and the absence of public trading of its securities. Outcome: The order was granted, and MDF Commerce Inc. ceased to be a reporting issuer in all Canadian jurisdictions. Relevant Laws: - Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii) - National Policy 11-206 Process for Cease to be a Reporting Issuer Applications - Regulation 11-102 respecting Passport System - Regulation 14-101 respecting Definitions - Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets - Regulation 21-101 respecting Marketplace Operation |
| 68.772 | 2024-06-06 | Leith Wheeler Core Bond Fund et al. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/leith-wheeler-core-bond-fund-et-al | The Securities Commission granted an order for Leith Wheeler Core Bond Fund, Leith Wheeler Short Term Income Fund, Leith Wheeler Emerging Markets Equity Fund, Leith Wheeler U.S. Dividend Fund, and Leith Wheeler U.S. Equity Fund to cease being reporting issuers in all Canadian jurisdictions. The decision was based on the facts that the funds are not OTC reporting issuers, their securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and their securities are not traded on any marketplace. Additionally, the funds are not in default of any securities legislation. This decision aligns with the requirements of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Multilateral Instrument 11-102 Passport System. |
| 68.773 | 2024-06-05 | Think Research Corporation – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/think-research-corporation-s-16-obca | The Ontario Securities Commission (OSC) granted Think Research Corporation's application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Think Research Corporation, an offering corporation as defined by the OBCA, has its registered office in Toronto and has no plans to seek public financing. Previously, on June 5, 2024, the company was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under National Policy 11-206. The OSC determined that granting this order would not harm the public interest. |
| 68.774 | 2024-06-05 | Think Research Corporation | : Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/think-research-corporation | The Ontario Securities Commission granted Think Research Corporation's application to cease being a reporting issuer in Canada. Despite having more than 15 securityholders in Ontario, the company has fewer than 51 securityholders in total across Canada. The decision follows the acquisition of all outstanding common shares by Beedie Investments Ltd. and certain directors and officers, resulting in the company becoming privately held. The company has delisted from the TSX Venture Exchange and has no plans for public financing. The decision was based on compliance with the Securities Act (Ontario) and Multilateral Instrument 11-102. |
| 68.775 | 2024-06-05 | Spirit Banner IV Capital Corp. – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spirit-banner-iv-capital-corp-s-16-obca | The Ontario Securities Commission (OSC) has granted Spirit Banner IV Capital Corp. an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA), deeming it to have ceased offering its securities to the public. The decision follows the Applicant's representation that it is currently an offering corporation but has no plans for public financing. Additionally, on May 30, 2024, the Applicant was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under the Securities Act (Ontario) and National Policy 11-206. The OSC determined that the order would not harm the public interest. |
| 68.776 | 2024-06-04 | Global X Investments Canada Inc. and The Funds | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/global-x-investments-canada-inc-and-funds | The Ontario Securities Commission granted Global X Investments Canada Inc. an extension of 37 days for the lapse date of the prospectus for certain exchange-traded mutual funds (ETFs) managed by the company. This extension, moving the lapse date to August 4, 2024, allows the consolidation of the June 2023 prospectus with another prospectus expiring on the same date, reducing costs and streamlining disclosure. The decision was based on the absence of material changes in the funds' affairs and the ongoing availability of current information. The extension was granted under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5. |
| 68.777 | 2024-06-03 | Arrow Capital Management Inc. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/arrow-capital-management-inc-4 | The Ontario Securities Commission granted Arrow Capital Management Inc. relief from sections 6.8(1) and 6.8(2)(c) of National Instrument 81-102 (NI 81-102), which limit the amount of portfolio assets an investment fund can deposit as margin for derivatives transactions. The relief allows the WaveFront Global Diversified Investment Fund and other funds managed by Arrow to deposit up to 35% of their net asset value (NAV) with any single dealer and up to 70% of their NAV in aggregate with all dealers for specified derivatives transactions. This decision facilitates more efficient and flexible investment strategies while reducing operational complexity and costs. The relief is subject to conditions ensuring that the funds only use the margin for exchange-traded specified derivatives and adhere to the specified limits. The decision is based on the representations made by Arrow and is deemed not prejudicial to the public interest. Relevant regulations include NI 81-102 and Multilateral Instrument 11-102. |
| 68.778 | 2024-05-31 | Safran S.A. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/safran-sa-1 | The Ontario Securities Commission granted Safran S.A. exemptions from prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing to units in a French collective shareholding vehicle (FCPE), which then acquires shares of Safran S.A. The exemptions were necessary because the shares are offered through the FCPE rather than directly by the issuer, making the standard employee exemption inapplicable. Key conditions include providing Canadian participants with disclosure documents, ensuring no inducement based on employment expectations, and maintaining minimal Canadian market presence. The decision is underpinned by the Securities Act, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. The exemptions apply to the 2024 offering and similar offerings over the next five years, subject to specified conditions. |
| 68.779 | 2024-05-31 | Tryp Therapeutics Inc. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tryp-therapeutics-inc | The Securities Commission granted Tryp Therapeutics Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: the company's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, none of its securities are traded on any marketplace, and the company is not in default of securities legislation. The relevant laws underpinning this decision include section 88 of the Securities Act, R.S.B.C. 1996, c. 418, and section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5. The order was issued by the British Columbia Securities Commission, with reliance on Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. |
| 68.780 | 2024-05-31 | TrueContext Corporation – s. 1(6) of the OBCA | Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/truecontext-corporation-s-16-obca | The Ontario Securities Commission (OSC) granted TrueContext Corporation's application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). TrueContext Corporation, headquartered in Ottawa, Ontario, confirmed it does not intend to seek public financing and had previously been declared not a reporting issuer in Ontario or any other Canadian jurisdiction as per an order dated May 29, 2024. The OSC determined that approving this request would not harm the public interest. Consequently, TrueContext Corporation is officially recognized as having ceased to offer its securities to the public. |
| 68.781 | 2024-05-30 | Bitbuy Technologies Inc. | Statute cited: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74. Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. National Instrument 21-101 Marketplace Operation. 3. National Instrument 23-101 Trading Rules. 4. National Instrument 23-103 Electronic Trading and Direct Access to Marketplaces. 5. OSC Rule 91-506. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bitbuy-technologies-inc-1 | The Securities Commission granted Bitbuy Technologies Inc. a time-limited extension of relief from certain prospectus, trade reporting, and marketplace requirements. This interim extension allows Bitbuy to continue distributing Crypto Contracts and operating its platform for buying, selling, staking, and holding Crypto Assets until August 31, 2024, or until client accounts transition to its affiliate, Coinsquare Capital Markets Ltd. (CCML). The decision is based on Bitbuy's specific circumstances and aims to foster innovation while ensuring regulatory compliance. Key facts include Bitbuy's registration as a restricted dealer and its previous relief granted in 2021 and 2023. The extension is necessary due to potential delays in transitioning client accounts to CCML. Bitbuy has been actively working on this transition, including technical and procedural harmonization with CCML and regular updates to the Canadian Investment Regulatory Organization (CIRO). The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, and various National Instruments and OSC Rules related to marketplace operations and trade reporting. The relief is conditional on Bitbuy's compliance with previous terms, efforts to complete the transition, and restrictions on new account openings after May 31, 2024. The decision will expire on the earlier of August 31, 2024, or the completion of the client account transition. |
| 68.782 | 2024-05-30 | Virgo CX Inc. | Applicable Statutes: 1. Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53 and 74. Applicable Instruments, Rules, or Policies: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3. 3. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. 4. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/virgo-cx-inc-0 | The Securities Commission granted Virgo CX Inc. time-limited relief from certain registrant obligations, the prospectus requirement, and trade reporting requirements. This relief allows Virgo CX to distribute Crypto Contracts and operate a platform for buying, selling, depositing, and withdrawing crypto assets. The relief is subject to conditions including investment limits, account appropriateness assessments, and specific disclosure and reporting requirements. The relief is time-limited and will expire on January 31, 2025. This decision is based on the specific facts and circumstances of Virgo CX's application and aims to foster capital raising by innovative businesses in Canada. The decision should not be considered a precedent for other filers. Relevant laws and regulations include: - Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53, and 74. - Multilateral Instrument 11-102 Passport System, s. 4.7. - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3. - OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. - OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. |
| 68.783 | 2024-05-30 | Sprott Asset Management LP and Sprott Physical Copper Trust | National Instrument 81-102 Investment Funds, ss. 6.1(1), 6.2, 6.3 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sprott-asset-management-lp-and-sprott-physical-copper-trust | The Ontario Securities Commission granted Sprott Asset Management LP and Sprott Physical Copper Trust an exemption from certain custodian requirements under National Instrument 81-102 Investment Funds. This exemption allows specialized warehouse providers in various countries to act as custodians for the Trust's copper holdings, provided the copper is stored in LME or CME approved warehouses and fully insured. The decision is based on the Trust's strategy to invest primarily in physical copper and the specialized nature of copper storage. The relief is subject to conditions ensuring proper storage, insurance, and reconciliation of assets. The relevant laws include sections 6.1(1), 6.2, 6.3, and 19.1 of NI 81-102. |
| 68.784 | 2024-05-30 | CI Investments Inc. and Affiliates | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ci-investments-inc-and-affiliates | The Ontario Securities Commission granted CI Investments Inc. and its affiliates (the Filer) an exemption from specific restrictions under National Instrument 81-102 Investment Funds (NI 81-102) for their existing and future alternative mutual funds. The exemptions pertain to limits on short selling, cash borrowing, and the combined aggregate value of these activities relative to the fund's net asset value (NAV). Key Facts: - CI Investments Inc. sought relief from subparagraphs 2.6.1(1)(c)(v), 2.6(2)(c), and section 2.6.2 of NI 81-102. - The relief allows funds to exceed the 50% NAV limit on short selling and cash borrowing, up to 100% of NAV. - The funds can also exceed the combined aggregate value limit of 50% of NAV for short selling and cash borrowing, provided the total does not surpass 100% of NAV. Reasoning: - The Filer argued that the ability to engage in additional short selling and cash borrowing could provide cost savings and more effective portfolio management. - Physical short positions and cash borrowing are often less costly and more flexible compared to equivalent derivative transactions. - The Filer has comprehensive risk management policies to address the risks associated with these strategies. Outcome: - The exemption was granted with conditions ensuring that the aggregate market value of securities sold short and cash borrowed does not exceed 100% of the fund's NAV. - The funds must comply with all other short sale and cash borrowing requirements under NI 81-102 and disclose these capabilities in their prospectuses. Relevant Laws: - National Instrument 81-102 Investment Funds, sections 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, and 19.1. - Multilateral Instrument 11-202 Passport System, subsection 4.7(1). This decision allows CI's funds to utilize more flexible and potentially cost-effective investment strategies while maintaining investor protection through stringent risk management and disclosure requirements. |
| 68.785 | 2024-05-30 | Spirit Banner IV Capital Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/spirit-banner-iv-capital-corp | The Ontario Securities Commission (OSC) granted Spirit Banner IV Capital Corp. an order declaring it has ceased to be a reporting issuer in all Canadian jurisdictions. This decision was based on the following key facts: the company is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for recognition in British Columbia and Alberta. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). |
| 68.786 | 2024-05-29 | TrueContext Corporation | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/truecontext-corporation | The Ontario Securities Commission (OSC) granted an order for TrueContext Corporation to cease being a reporting issuer in all Canadian jurisdictions. This decision was based on National Policy 11-206 and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended. The application was processed under the Multilateral Instrument 11-102 Passport System, with reliance intended in British Columbia and Alberta. Key facts supporting the decision include: 1. TrueContext Corporation is not an OTC reporting issuer. 2. The company has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any marketplace. 4. TrueContext Corporation is not in default of any securities legislation. The OSC concluded that the application met the necessary legislative requirements, and thus, the order was granted. |
| 68.787 | 2024-05-27 | Plum Financial Group Inc. et al. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plum-financial-group-inc-et-al-0 | The Ontario Securities Commission (OSC) granted Plum Financial Group Inc. and Cen-ta Real Estate Ltd. an extension for filing a renewal prospectus for their continuous public offering of certain investor services. The original lapse date of their current prospectus was March 17, 2024, and it was initially extended to May 17, 2024. The Filers requested a further extension to September 17, 2024, due to ongoing discussions with OSC staff regarding their pro forma prospectus filed on February 14, 2024. The OSC determined that the extension would not prejudice the public interest, as the Filers have not distributed securities under the current prospectus and will not do so until a receipt for the final prospectus is issued. This decision was made under subsection 62(5) of the Securities Act (Ontario). |
| 68.788 | 2024-05-27 | Plum Financial Group Inc. et al. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plum-financial-group-inc-et-al-1 | The Ontario Securities Commission (OSC) granted Plum Financial Group Inc. and Cen-ta Real Estate Ltd. an extension to file a renewal prospectus for their continuous public offering of certain investor services. The original lapse date of their current prospectus was March 17, 2024, which had already been extended to May 17, 2024. The new extension moves the lapse date to September 17, 2024. This decision was based on the fact that the filers are still engaged in discussions with OSC staff regarding their pro forma prospectus and will not be able to file the final prospectus by the previous deadline. The filers have not distributed any securities under the current prospectus and will not do so until a receipt for the final prospectus is issued. The OSC determined that this extension would not be prejudicial to the public interest. The decision was made under subsection 62(5) of the Securities Act (Ontario). |
| 68.789 | 2024-05-27 | Blue Sky Global Energy Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/blue-sky-global-energy-corp-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) granted consent to Blue Sky Global Energy Corp. to continue its corporate existence under the Business Corporations Act (Alberta) (ABCA) from the Business Corporations Act (Ontario) (OBCA). The decision was made under subsection 21(b) of Ontario Regulation 398/21, as amended. Key points include: 1. Blue Sky Global Energy Corp., an offering corporation under the OBCA, has 52,270,271 common shares listed on the TSX Venture Exchange (TSXV). 2. The company is a reporting issuer in Ontario, British Columbia, and Alberta. 3. The move aims to improve administrative efficiency and reduce costs, as the primary office will be in Alberta. 4. Shareholders approved the continuance with 97.56% of votes in favor, and no dissent rights were exercised. 5. The OSC determined that the continuance would not be prejudicial to the public interest. The relevant laws and regulations include section 181 of the OBCA, the Securities Act (Ontario), and Ontario Regulation 398/21, as amended. |
| 68.790 | 2024-05-24 | IBEX Technologies Inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ibex-technologies-inc | **Summary of Securities Commission Decision:** **Key Facts:** - **Issuer:** IBEX Technologies Inc. (the Filer) - **Jurisdictions:** Québec and Ontario - **Application:** Order for the Filer to cease being a reporting issuer in all Canadian jurisdictions. **Reasoning:** 1. The Filer is not an OTC reporting issuer. 2. The Filer's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide. 3. The Filer's securities are not traded on any marketplace in Canada or elsewhere. 4. The Filer is not in default of securities legislation. **Outcome:** - The order was granted, allowing IBEX Technologies Inc. to cease being a reporting issuer in all Canadian jurisdictions. **Relevant Laws/Regulations:** - **Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii)** - **National Policy 11-206 Process for Cease to be a Reporting Issuer Applications** - **Regulation 11-102 respecting Passport System** - **Regulation 14-101 respecting Definitions** - **Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets** - **Regulation 21-101 respecting Marketplace Operation** |
| 68.791 | 2024-05-24 | AGF Investments Inc. et al. | National Instrument 81-102 Investment Funds, ss. 2.6(1)(a)(i) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-et-al-10 | The Ontario Securities Commission granted exemptive relief to 11 investment fund managers, allowing their mutual funds to temporarily borrow up to 10% of their net asset value, exceeding the usual 5% limit set by National Instrument 81-102 (NI 81-102). This relief addresses potential liquidity issues arising from the transition to a T+1 settlement cycle for North American securities, effective May 27, 2024, while some foreign markets retain a T+2 cycle. The relief aims to help funds manage mismatches in settlement timing for redemptions and purchases of securities. Conditions include the requirement for funds to exhaust available liquidity reserves before borrowing and to disclose the borrowing terms in their prospectuses. The decision is valid for three years. Relevant regulations include NI 81-102 and Multilateral Instrument 11-102. |
| 68.792 | 2024-05-22 | 1832 Asset Management L.P. and Dynamic Global Growth Opportunities Fund | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 4 and 5 of Part I and Item 1.3 of Part II. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/1832-asset-management-lp-and-dynamic-global-growth-opportunities-fund | The Ontario Securities Commission granted 1832 Asset Management L.P. (the Filer) exemptive relief for the Dynamic Global Growth Opportunities Fund (the Fund) from specific provisions of National Instrument 81-102, 81-101, and 81-106. This relief allows the Fund to include past performance data in its sales communications, fund facts, and management reports of fund performance (MRFPs) for periods when the Fund was offered on a prospectus-exempt basis, despite not having distributed securities under a simplified prospectus for 12 consecutive months. Key Facts: 1. The Fund has been managed similarly before and after becoming a reporting issuer. 2. The Fund's investment objectives and fee structure remain substantially the same. 3. The Fund has complied with NI 81-102, except for a brief period of non-compliance with investment restrictions. Reasoning: 1. The past performance data is significant and meaningful for investors. 2. Disclosure of this data will include statements clarifying the Fund's non-reporting issuer status during the relevant period and the potential impact on expenses. Outcome: The relief was granted with conditions, including specific disclosures in sales communications, fund facts, and MRFPs, and the availability of financial statements on the Filer's website. Relevant Laws: - National Instrument 81-102 Investment Funds - National Instrument 81-101 Mutual Fund Prospectus Disclosure - National Instrument 81-106 Investment Fund Continuous Disclosure - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions |
| 68.793 | 2024-05-22 | Canoe Financial LP and The Funds | National Instrument 81-102 Investment Funds, ss. 2.8(1)(d), 2.8(1)(e), 2.8(1)(f) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canoe-financial-lp-and-funds | The Securities Commission granted Canoe Financial LP and its managed mutual funds (the Funds) an exemption from certain derivative cover requirements under National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Funds to engage in specific derivative transactions without adhering to the cover requirements typically mandated by sections 2.8(1)(d), 2.8(1)(e), and 2.8(1)(f) of NI 81-102. The relief permits: 1. **Short Derivatives**: Funds can maintain short derivative positions up to 20% of their net asset value, provided they meet certain cash cover requirements. 2. **FX Derivatives**: Funds can substitute currency risks without increasing overall exposure, ensuring the aggregate currency exposure does not exceed the fund's net asset value. 3. **Interest Rate Derivatives**: Funds can manage interest rate and duration risks by substituting one risk for another without increasing overall exposure. The decision is based on the belief that these measures will allow the Funds to better achieve their investment objectives without increasing leverage or risk. The Alberta Securities Commission acted as the principal regulator, and the decision is effective across all Canadian jurisdictions except Alberta and Ontario. The exemption is subject to conditions ensuring the Funds' strategies align with their investment objectives and maintain appropriate risk management practices. |
| 68.794 | 2024-05-22 | RBC Global Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1. Form 81-101F1 Contents of Simplified Prospectus, Item 10(b) of Part B. Form 81-101F3 Contents of Fund Facts Document, Item 5 of Part I. National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(7), 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B and Items 3(1) and 4 of Part C. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/rbc-global-asset-management-inc-24 | The Ontario Securities Commission granted RBC Global Asset Management Inc. (the Filer) exemptive relief for the RBC QUBE Market Neutral World Equity Fund and RBC QUBE Market Neutral World Equity Fund (CAD Hedged) (collectively, the Funds). The relief allows the Funds to include past performance data from periods when they were distributed on a prospectus-exempt basis in their sales communications, fund facts, and management reports of fund performance (MRFPs), despite not having distributed securities under a simplified prospectus for 12 consecutive months. Key facts: 1. The Funds were established in 2015 and have been distributed to qualified investors under prospectus exemptions. 2. The Filer plans to file a simplified prospectus to qualify the Funds for public distribution, making them reporting issuers. 3. The Funds will be managed similarly post-qualification, with no changes to investment objectives, fees, or administration. Reasoning: 1. The past performance data is significant and meaningful for investors. 2. Appropriate disclaimers will be included to ensure the data is not misleading. 3. Financial statements for the period before the Funds became reporting issuers will be available on the Funds' website and upon request. Outcome: The relief was granted with conditions that any sales communications, fund facts, and MRFPs containing past performance data from before the Funds became reporting issuers must disclose that: 1. The Funds were not reporting issuers during that period. 2. Expenses would have been higher if the Funds had been subject to reporting issuer regulations. 3. Exemptive relief was obtained to permit the disclosure. 4. Financial statements for the period are available on the Funds' website and upon request. Relevant laws and regulations: - National Instrument 81-102 Investment Funds - National Instrument 81-106 Investment Fund Continuous Disclosure - National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions |
| 68.795 | 2024-05-16 | Fidelity Investments Canada ULC | National Instrument 81-102 Investment Funds, ss. 4.2(1), 4.3(1), 4.3(2), 19.2. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-investments-canada-ulc-31 | The Ontario Securities Commission granted Fidelity Investments Canada ULC (FIC) exemptions from certain self-dealing provisions under National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). This relief allows inter-fund trades in debt securities between Canadian mutual funds, Canadian pooled funds, U.S. mutual funds, and U.S. pooled funds managed by the same or affiliated managers, subject to specific conditions. Key Facts: - FIC sought exemptions to facilitate inter-fund trades to optimize trading efficiencies and align Canadian and U.S. regulatory requirements. - The relief pertains to prohibitions in subsection 4.2(1) of NI 81-102 and subparagraphs 13.5(2)(b)(ii) and (iii) of NI 31-103. - Conditions include compliance with investment objectives, IRC approval, adherence to U.S. Inter-Fund Trading Rules, and use of third-party dealers for certain trades. Outcome: - The Commission granted the requested exemptions, allowing FIC to conduct inter-fund trades under specified conditions. - FIC must report on these trades biannually to the Ontario Securities Commission. Relevant Laws: - National Instrument 81-102 Investment Funds, ss. 4.2(1), 4.3(1), 4.3(2), 19.2. - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. - National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). |
| 68.796 | 2024-05-16 | Onex Canada Asset Management Inc. | National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, 2.6.1(1)(c)(iv) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/onex-canada-asset-management-inc-1 | The Ontario Securities Commission granted Onex Canada Asset Management Inc. (the Filer) exemptive relief from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102) for its Onex Global Special Situations Alternative Fund and future alternative mutual funds. The relief allows these funds to: 1. Sell securities short and borrow cash up to a combined total of 100% of the fund's net asset value (NAV), exceeding the usual 50% limit. 2. Exceed the 10% issuer concentration limit for short sales of index participation units (IPUs), allowing short sales up to 100% of the fund's NAV. The decision is based on the Filer's representations that these strategies will provide cost savings, better risk management, and more efficient portfolio management. The funds must still comply with the overall 300% aggregate exposure limit for borrowing, short selling, and derivatives. The funds' prospectuses will disclose these strategies and associated risks. The relief is granted under National Policy 11-203 and Multilateral Instrument 11-102. |
| 68.797 | 2024-05-16 | REALnorth Opportunities Fund | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/realnorth-opportunities-fund | The Securities Commission granted RealNorth Opportunities Fund's application to cease being a reporting issuer in all Canadian jurisdictions. The Fund, a trust formed in British Columbia, is in the process of winding up and has ceased all commercial activities. Shareholders approved the liquidation plan, and the Fund has distributed almost all its assets. The Fund committed to providing alternative disclosure to shareholders and notifying the regulator if it resumes business activities. The decision was based on compliance with relevant securities legislation, including the Securities Act of British Columbia and Ontario, and National Policy 11-203. |
| 68.798 | 2024-05-16 | Sun Life Capital Management (Canada) Inc. and The Funds | National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1. National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/sun-life-capital-management-canada-inc-and-funds | The Ontario Securities Commission granted Sun Life Capital Management (Canada) Inc. (the Filer) an exemption from certain restrictions under National Instrument 31-103, allowing inter-fund trades of private debt securities and mortgages between specified investment and non-investment funds. This decision, applicable across multiple Canadian jurisdictions, permits these trades under conditions ensuring alignment with investment objectives, proper valuation, and independent review. The exemption addresses the unavailability of market prices for these securities, thus facilitating efficient fund management. The decision is underpinned by National Instrument 31-103 and National Instrument 81-107, with compliance requirements including IRC approval and detailed record-keeping. |
| 68.799 | 2024-05-16 | Arrow Capital Management Inc. et al. | NI 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1, 5.1(4). Form 81-101F1 Contents of Simplified Prospectus, Item 10 of Part B. Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4 and 5 of Part I, and Item 1.3 of Part II. NI 41-101 General Prospectus Requirements, s. 3B.2. Form 41-101F4 Information Required in an ETF Facts Document, Items 2, 3, 4 and 5 of Part I, and Item 1.3 of Part II. National Instrument 81-106 Investment Fund Continuous Disclosures, s. 4.4. Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2) and 4.3(1) of Part B, and Items 3(1) and 4 of Part C. National Instrument 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a) and 15.9(2), and Items 2 and 4 of Appendix F Investment Risk Classification Methodology. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/arrow-capital-management-inc-et-al-6 | The Ontario Securities Commission granted Arrow Capital Management Inc. (the Filer) exemptive relief from various requirements under National Instruments 81-101, 41-101, 81-102, and 81-106 for the creation of new mutual funds (Continuing Funds) that will replace existing ones (Terminating Funds) through mergers. The relief allows the Continuing Funds to bypass the seed capital requirement and use the past performance, financial data, and other relevant information of the Terminating Funds in their sales communications and disclosure documents. This ensures continuity and transparency for investors. The decision also permits the consolidation of simplified prospectuses for alternative and conventional mutual funds, reducing administrative burdens. The relief is contingent on specific conditions, including proper disclosure of the mergers and the use of historical data. Relevant legislative provisions include sections from NI 81-101, NI 41-101, NI 81-102, and NI 81-106. |
| 68.800 | 2024-05-16 | Quadravest Capital Management Inc. and Quadravest Preferred Split Share ETF | Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 59(1) and 147. National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/quadravest-capital-management-inc-and-quadravest-preferred-split-share-etf | The Ontario Securities Commission granted Quadravest Capital Management Inc. and its proposed exchange-traded mutual fund (ETF) relief from two regulatory requirements. First, the ETF is exempt from including an underwriter's certificate in its prospectus, as Authorized Dealers and Designated Brokers will not perform traditional underwriting roles or receive underwriting fees. Second, normal-course purchases of ETF securities are exempt from take-over bid requirements, as the fluid nature of ETF securities issuance and redemption makes compliance monitoring challenging and could negatively impact liquidity. The decision is based on the Securities Act (Ontario) and National Instrument 62-104. |
| 68.801 | 2024-05-15 | Contact Gold Corp. | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/contact-gold-corp-0 | The Securities Commission granted an order for Contact Gold Corp. to cease being a reporting issuer in all Canadian jurisdictions. This decision followed an arrangement where Orla Mining Ltd., a compliant reporting issuer, acquired all of Contact Gold's common shares. Despite Contact Gold having convertible securities held by more than 15 persons in Canada, these securities are now tied to Orla's shares, and Contact Gold is not required to provide continuous disclosure to their holders. The company is not in default of securities legislation except for not filing certain continuous disclosure documents. The relevant laws include National Policy 11-206 and section 88 of the Securities Act. |
| 68.802 | 2024-05-15 | WPD Pharmaceuticals Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/wpd-pharmaceuticals-inc | The Securities Commission, along with the British Columbia Securities Commission, issued a revocation order for WPD Pharmaceuticals Inc., which had been under a failure-to-file cease trade order (FFCTO) since July 8, 2022. The company applied for the revocation under National Policy 11-207, which addresses cease trade orders and their revocations across multiple jurisdictions. The decision, primarily led by the British Columbia Securities Commission as the principal regulator, was also adopted by Ontario. The revocation was granted as it met the criteria set out in the relevant securities legislation, specifically under the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144. The FFCTO was officially revoked on May 15, 2024. |
| 68.803 | 2024-05-14 | Atlas Global Brands Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/atlas-global-brands-inc | The Ontario Securities Commission (OSC) granted Atlas Global Brands Inc. a partial revocation of a failure-to-file cease trade order (FFCTO) issued on August 8, 2023, due to the company's failure to file required financial statements and management's discussion and analysis (MD&A). The partial revocation permits Atlas to issue shares as consideration for a loan agreement with Cambrosia Ltd., a subsidiary, to address financial hardships. The decision is based on Atlas's subsequent filings of the overdue documents and the necessity of the loan to sustain operations. The issuance of shares is subject to conditions, including providing the lender with copies of the FFCTO and the partial revocation order, and obtaining an acknowledgment from the lender that the securities will remain subject to the FFCTO. The relevant laws include Section 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.804 | 2024-05-14 | Tiidal Gaming Group Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tiidal-gaming-group-corp-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) granted consent for Tiidal Gaming Group Corp. to continue its incorporation under the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision was made under subsection 21(b) of Ontario Regulation 398/21. Tiidal Gaming Group Corp., originally incorporated in Ontario, sought this continuance to leverage the increased flexibility of the BCBCA for future corporate transactions. The company, which is a reporting issuer in Ontario, British Columbia, and Alberta, and listed on the Canadian Securities Exchange and OTC Markets, received overwhelming shareholder approval for the move. The OSC determined that the continuance would not be prejudicial to the public interest. |
| 68.805 | 2024-05-14 | April SAS | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1) and 74(1). Regulation 45-106 respecting Prospectus Exemptions, s. 2.24. Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/april-sas | The Securities Commission granted exemptive relief to a French issuer, April SAS, from the prospectus and registration requirements for trades related to an employee share offering. The issuer could not use the employee exemption under section 2.24 of Regulation 45-106 as the securities were offered through special purpose entities (FCPEs) rather than directly to Canadian employees. Canadian participants will receive disclosure documents, and the FCPEs are regulated by the local securities authority. The offering will not induce participation through employment expectations, and there is no market for the issuer's securities in Canada. The relief is subject to conditions, including a five-year sunset clause. Relevant laws include: - Securities Act, R.S.O. 1990, c. S.5, ss. 53(1) and 74(1) - Regulation 45-106 respecting Prospectus Exemptions, s. 2.24 - Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16 |
| 68.806 | 2024-05-13 | Tricon Residential Inc. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tricon-residential-inc | The Ontario Securities Commission (OSC) granted Tricon Residential Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. This decision was based on the following key facts: Tricon is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, Tricon is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and in accordance with the process outlined in National Policy 11-206 and Multilateral Instrument 11-102. |
| 68.807 | 2024-05-13 | L'Oréal | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1). Ontario Securities Commission Rule 72-503 Distributions Outside Canada, s. 2.8(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/loreal | The Securities Commission granted L'Oréal an exemption from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing for units in French collective shareholding vehicles (FCPEs), which then invest in L'Oréal shares. The FCPEs are regulated by the French AMF, and Canadian participants will receive necessary disclosure documents. The decision is based on the fact that the shares are not offered directly to Canadian employees, and there is no market for these shares in Canada. The exemption is subject to conditions, including a five-year sunset clause. Relevant laws include the Securities Act, R.S.O. 1990, c. S.5, and Ontario Securities Commission Rule 72-503. |
| 68.808 | 2024-05-09 | NOVA Gas Transmission Ltd. | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/nova-gas-transmission-ltd-2 | The Alberta and Ontario securities regulators have granted NOVA Gas Transmission Ltd.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: the company is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System. The Alberta Securities Commission acted as the principal regulator, and the order also applies in other specified Canadian jurisdictions. |
| 68.809 | 2024-05-09 | Stellantis N.V. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25, 53 and 74(1). National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. National Instrument 45-106 Prospectus Exemptions. National Instrument 45-102 Resale of Securities. Ontario Securities Commission Rule 72-503 Distributions Outside Canada. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/stellantis-nv | The Ontario Securities Commission granted Stellantis N.V. (the Filer), a Netherlands-based corporation, relief from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees acquiring shares through special purpose entities (FCPEs), which are supervised by the French securities regulator. The Filer cannot use the employee exemption under section 2.24 of National Instrument 45-106 because the shares are offered through these entities rather than directly by the issuer. Key points: - The Filer is not a reporting issuer in Canada and has no intention of becoming one. - The offering includes a temporary fund merging into a principal fund, with shares held in these funds. - Canadian employees can invest up to 25% of their gross annual compensation, with additional matching contributions from the employer. - Shares and units are not listed on Canadian exchanges, and there is no market for them in Canada. - Canadian employees will receive relevant disclosure documents and will not be induced to participate by employment expectations. - The relief is subject to conditions, including that the first trade of units or shares must be made outside of Canada or to a person outside of Canada. Applicable legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. |
| 68.810 | 2024-05-06 | MediaValet Inc. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/mediavalet-inc | The Securities Commission granted Mediavalet Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Mediavalet's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, none of its securities are traded on any marketplace, and it is not in default of any securities legislation. The application relied on Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The relevant legislative provisions include section 88 of the Securities Act, R.S.B.C. 1996, c. 418, and section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order was issued by the British Columbia Securities Commission, with Ontario concurring. |
| 68.811 | 2024-05-03 | Molecule Holdings Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/molecule-holdings-inc | The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (FFCTO) against Molecule Holdings Inc. The FFCTO was initially imposed due to the company's failure to file its audited annual financial statements and related documents for the fiscal year ending October 31, 2023. Molecule Holdings sought the partial revocation to proceed with a debt settlement transaction and a private placement to raise up to $300,000. The funds will be used to comply with continuous disclosure obligations, pay outstanding fees, and for working capital. The company plans to amend the terms of its unsecured debentures, including extending maturity dates, reducing conversion prices, and providing a premium on the principal amount. Additionally, Molecule Holdings intends to issue new securities under exemptions provided by National Instrument 45-106 Prospectus Exemptions. The OSC granted the partial revocation subject to conditions, including obtaining acknowledgements from transaction participants that the securities will remain subject to the FFCTO until a full revocation is granted. The order will terminate upon the closing of the transactions or 90 days from the date of the order, whichever is earlier. Relevant laws: Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144. |
| 68.812 | 2024-05-01 | Tricon Residential Inc. – s. 21(b) of Ont. Reg. 398/21 of the OBCA | Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181. 2. Securities Act, R.S.O. 1990, c. S.5, as am. Regulations Cited: 1. Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tricon-residential-inc-s-21b-ont-reg-39821-obca | The Ontario Securities Commission (OSC) granted consent to Tricon Residential Inc. to continue as a corporation under the Business Corporations Act (British Columbia) (BCBCA) pursuant to section 181 of the Business Corporations Act (Ontario) (OBCA). This decision follows Tricon's acquisition by Creedence Acquisition ULC, a British Columbia entity, under a court-approved arrangement. The arrangement was overwhelmingly approved by Tricon's shareholders, and no dissent rights were exercised. Post-acquisition, Tricon plans to delist from the Toronto Stock Exchange and New York Stock Exchange, cease being a reporting issuer, and undergo restructuring, including the continuance under the BCBCA. The OSC found that the continuance would not prejudice the public interest, and Tricon is in compliance with relevant laws and regulations. |
| 68.813 | 2024-04-30 | Greenbank Capital Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/greenbank-capital-inc-0 | The Ontario Securities Commission (OSC) has revoked a failure-to-file cease trade order (FFCTO) against Greenbank Capital Inc. The FFCTO was initially issued on December 4, 2023, due to Greenbank's failure to file required continuous disclosure documents, including annual audited financial statements, management's discussion and analysis (MD&A), and certifications for the year ended July 31, 2023, as well as interim financial statements and related MD&A for the period ended October 31, 2023. Greenbank has since remedied these defaults by filing all outstanding documents and is now up-to-date with its continuous disclosure obligations. The revocation was granted under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207. The company has also committed to holding an annual meeting within three months and issuing a news release about the revocation. |
| 68.814 | 2024-04-30 | Order: In the Matter of Binance Holdings Limited | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/order-matter-binance-holdings-limited | The Securities Commission issued a decision regarding Binance Holdings Limited, addressing violations of securities laws. The key facts include Binance's operation of a cryptocurrency trading platform accessible to residents without proper registration or compliance with local securities regulations. The Commission's reasoning emphasized the necessity for platforms dealing with securities to adhere to regulatory standards to protect investors and maintain market integrity. The outcome was an order for Binance to cease operations in the jurisdiction until it achieves full compliance with the relevant securities laws and regulations. This decision underscores the importance of regulatory adherence for entities involved in securities trading. |
| 68.815 | 2024-04-30 | Reasons and Decision: In the Matter of Binance Holdings Limited | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/reasons-and-decision-matter-binance-holdings-limited | The Securities Commission issued a decision regarding Binance Holdings Limited, focusing on the company's compliance with securities laws. The key facts include allegations that Binance operated an unregistered securities exchange, thereby violating securities regulations. The Commission's reasoning centered on the necessity for exchanges to be registered to ensure investor protection and market integrity. The outcome was a directive for Binance to cease operations in the jurisdiction until proper registration is obtained. This decision was underpinned by relevant securities laws requiring the registration of exchanges to legally offer trading services. |
| 68.816 | 2024-04-26 | Gold Line Resources Ltd. | Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/gold-line-resources-ltd | The Securities Commission granted Gold Line Resources Ltd.'s application to cease being a reporting issuer in Canada. The decision was based on the fact that the company's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on any market. The company is not an OTC reporting issuer and is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Securities Act, R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii). The order was issued by the British Columbia Securities Commission, with Ontario's regulatory authority concurring. |
| 68.817 | 2024-04-26 | Athabasca Minerals Inc. | : Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/athabasca-minerals-inc | The Alberta and Ontario securities regulators have granted Athabasca Minerals Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision, based on National Policy 11-206 and section 1(10)(a)(ii) of the Ontario Securities Act, was influenced by several key factors: Athabasca Minerals Inc. is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, the company is not in default of any securities legislation. The Alberta Securities Commission acted as the principal regulator, and the order also applies in British Columbia under MI 11-102. |
| 68.818 | 2024-04-25 | Humble & Fume Inc. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/humble-fume-inc-s-144 | The Ontario Securities Commission (OSC) issued a partial revocation of a failure-to-file cease trade order (FFCTO) against Humble & Fume Inc. The FFCTO was originally imposed due to the company's failure to file interim financial statements, management's discussion and analysis, and related certifications for the periods ending September 30, 2023, and December 31, 2023. Humble & Fume Inc., a distributor of cannabis accessories, sought the partial revocation to facilitate a court-approved transaction under the Companies' Creditors Arrangement Act (CCAA). The transaction involves the sale of shares to 1000760498 Ontario Inc. (the Purchaser) in exchange for the assumption of certain secured debts. This transaction was approved by the Ontario Superior Court of Justice and is necessary for the company's restructuring efforts. The partial revocation allows the necessary trades in securities to complete the transaction, subject to conditions including the Purchaser's acknowledgment of the ongoing FFCTO. The decision was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The partial revocation is valid until the completion of the transaction or 60 days from the order date, whichever comes first. |
| 68.819 | 2024-04-25 | Exxon Mobil Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/exxon-mobil-corporation-2 | The Alberta and Ontario securities regulators granted Exxon Mobil Corporation's application to cease being a reporting issuer in Canada. The decision was based on the company's minimal market presence in Canada, with Canadian residents holding less than 2% of its securities, except for common shares and three series of U.S. dollar-denominated notes. Exxon Mobil complies with U.S. securities laws and has no intention to list or seek public financing in Canada. The decision was made under National Policy 11-206 and section 1(10)(a)(ii) of the Ontario Securities Act. |
| 68.820 | 2024-04-25 | Euromax Resources Ltd. – s. 144 | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/euromax-resources-ltd-s-144 | The Ontario Securities Commission (OSC) granted Euromax Resources Ltd. a partial revocation of a cease trade order (FFCTO) issued due to the company's failure to file required continuous disclosure documents. Euromax sought this partial revocation to conduct a private placement to raise approximately C$1.2 million from accredited investors and insiders. The funds will be used to comply with disclosure obligations, pay outstanding fees, and for working capital. The decision was based on the company's representations and compliance with specific conditions, including providing subscribers with copies of the FFCTO and the partial revocation order, and obtaining acknowledgments from them. This order is pursuant to Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207. |
| 68.821 | 2024-04-24 | Franklin Templeton Investments Corp. et al. | National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/franklin-templeton-investments-corp-et-al-23 | The Ontario Securities Commission granted Franklin Templeton Investments Corp. and its managed funds, including the Franklin S&P 500 Dividend Aristocrats Covered Call Index ETF and Franklin S&P/TSX Canadian Dividend Aristocrats Covered Call Index ETF, an exemption from the margin deposit limits specified in subsections 6.8(1) and 6.8(2)(c) of National Instrument 81-102 (NI 81-102). This exemption allows these funds to deposit up to 35% of their net asset value (NAV) with any single dealer and up to 70% of their NAV with all dealers combined for transactions involving exchange-traded specified derivatives. The decision is based on the need for these funds to invest more efficiently and flexibly in such derivatives, reducing operational complexity and costs. The relief is conditional on the funds not investing in non-exchange-traded derivatives and adhering to the specified margin limits. The decision aligns with the regulatory framework under NI 81-102 and Multilateral Instrument 11-102 (MI 11-102). |
| 68.822 | 2024-04-23 | Orford Mining Corporation – s. 1(6) of the OBCA | Statutes Cited: 1. Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as am., s. 1(6). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/orford-mining-corporation-s-16-obca | The Ontario Securities Commission (OSC) granted Orford Mining Corporation's application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Key facts include that Orford Mining is an offering corporation with its head office in Toronto, Ontario, and has no plans to seek public financing. Previously, on April 18, 2024, the company was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under the Securities Act (Ontario) and National Policy 11-206. The OSC concluded that the order would not harm the public interest. |
| 68.823 | 2024-04-22 | Baytex Energy Corp. | National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/baytex-energy-corp | The Alberta Securities Commission and Ontario Securities Commission granted Baytex Energy Corp. an exemption from formal issuer bid requirements under National Instrument 62-104. This allows Baytex to conduct normal course issuer bids (NCIB) through the New York Stock Exchange (NYSE) and other U.S. markets, in addition to the Toronto Stock Exchange (TSX). The exemption is subject to conditions, including compliance with U.S. market rules and TSX NCIB rules, and a maximum aggregate limit of 10% of the public float. This decision was made under the authority of National Instrument 62-104, Part 2, and section 6.1. |
| 68.824 | 2024-04-19 | BMO Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/bmo-investments-inc-15 | The Ontario Securities Commission granted BMO Investments Inc. an exemption for its existing and future investment funds from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption allows these funds to invest up to 10% of their net assets in securities of SICAV Funds governed by Luxembourg laws and UCITS Funds governed by the Central Bank of Ireland, despite these underlying funds not being subject to NI 81-102 or being reporting issuers in Canada. The decision was based on the fact that the underlying foreign funds are subject to similar investment restrictions and disclosure requirements as the top funds. The exemption is conditional on the underlying funds qualifying as UCITS, compliance with section 2.5 of NI 81-102, and certain investment limits and disclosure requirements. Relevant legislative provisions include sections 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c), and 19.1 of NI 81-102. |
| 68.825 | 2024-04-19 | Daniel Drimmer | : National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/daniel-drimmer | The Securities Commission granted an exemption to Daniel Drimmer and his affiliates from the take-over bid requirements under National Instrument 62-104 (NI 62-104) in connection with their normal course purchases of Class A Units of Northview Residential REIT. The exemption allows them to exclude the Class A Units acquired during a recent recapitalization transaction from the 5% purchase limit calculation, while including other convertible securities. This decision was made to provide market liquidity and was supported by the REIT's management and trustees. The exemption is conditional on compliance with the Normal Course Purchase Exemption requirements, with specific adjustments for the recapitalization transaction. Relevant laws include NI 62-104 and Multilateral Instrument 11-102. |
| 68.826 | 2024-04-18 | Fidelity Clearing Canada ULC | Applicable Statutes: 1. Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53 & 74 Applicable Instruments, Rules or Policies: 1. Multilateral Instrument 11-102 Passport System, s. 4.7 2. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4 3. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3 | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-clearing-canada-ulc-2 | The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from the prospectus requirement and trade reporting requirements to distribute Crypto Contracts to permitted clients. This decision revokes a prior decision that was about to expire and is subject to conditions including disclosure and reporting requirements. The relief is valid for two years and aims to foster innovative businesses in Canada. The decision is based on the specific facts and circumstances of the Filer and should not be considered a precedent for other filers. Relevant laws and regulations include: - Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53 & 74 - Multilateral Instrument 11-102 Passport System, s. 4.7 - OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4 - OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3 The Filer must comply with conditions such as maintaining registration as an investment dealer, adhering to CIRO rules, using an acceptable third-party custodian, and providing detailed reporting to the Principal Regulator. The relief will expire two years from the date of the decision. |
| 68.827 | 2024-04-18 | Orford Mining Corporation | : Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/orford-mining-corporation | The Ontario Securities Commission (OSC) has granted Orford Mining Corporation's application to cease being a reporting issuer in all Canadian jurisdictions. This decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The application was processed under National Policy 11-206 and Multilateral Instrument 11-102, which allows for a streamlined process across multiple jurisdictions, in this case, Ontario, British Columbia, and Alberta. Key facts supporting the decision include: 1. Orford Mining Corporation is not an OTC reporting issuer. 2. The company has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. 3. Its securities are not traded on any public marketplace. 4. The company is not in default of any securities legislation. Based on these representations, the OSC determined that the criteria for ceasing to be a reporting issuer were met and granted the order. |
| 68.828 | 2024-04-18 | Fidelity Clearing Canada ULC | Applicable Statutes: 1. Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74. Instrument, Rule or Policy cited: 1. Multilateral Instrument 11-102 Passport System, s. 4.7. 2. OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4. 3. OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fidelity-clearing-canada-ulc-3 | The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from prospectus and trade reporting requirements to distribute Crypto Contracts to permitted clients. This relief, which revokes a prior decision, is subject to conditions including disclosure and reporting requirements and will expire in two years. The decision aims to foster innovative businesses in Canada and is based on specific facts and circumstances, without setting a precedent for other filers. Key Facts: - The Filer is registered as an investment dealer and offers services to institutional clients, including custody of Crypto Assets and trading of Crypto Contracts. - The Filer uses Fidelity Digital Asset Services, LLC (FDAS) as a foreign custodian and may use additional liquidity providers. - The Filer ensures compliance with regulatory requirements and provides detailed risk and asset statements to clients. Relevant Laws and Regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended, sections 1(1), 53, and 74. - Multilateral Instrument 11-102 Passport System, section 4.7. - OSC Rule 91-506 Derivatives: Product Determination, sections 2 and 4. - OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3. Outcome: - Relief granted with conditions including maintaining registration, providing detailed client disclosures, using acceptable custodians, and adhering to reporting requirements. - The decision will expire in two years and is not a precedent for other cases. |
| 68.829 | 2024-04-17 | Trilogy International Partners Inc. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/trilogy-international-partners-inc | The Securities Commission granted Trilogy International Partners Inc.'s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: the company's securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, none of its securities are traded on any marketplace, and the company is not in default of any securities legislation. The relevant regulations underpinning this decision include Multilateral Instrument 11-102 Passport System, National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and specific sections of the Securities Acts of British Columbia and Ontario. |
| 68.830 | 2024-04-17 | AGF Investments Inc. | National Instrument 81-102 Investment Funds, ss. 2.6.1, 2.6.2 and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/agf-investments-inc-13 | The Ontario Securities Commission granted AGF Investments Inc. (the Filer) an exemption from certain short selling restrictions in National Instrument 81-102 (NI 81-102) for its AGF Alternative Income Credit Fund and future similar funds. The exemption allows these funds to short sell government securities up to 300% of their net asset value (NAV), surpassing the standard 50% limit. This decision supports the funds' hedging strategies, which involve short selling government bonds to mitigate interest rate risks associated with long positions in corporate bonds. The ruling is based on the view that short selling government securities is less complex, less expensive, and less risky compared to using derivatives. The funds must comply with specific conditions, including maintaining internal controls and proper documentation, and ensuring their prospectuses disclose the short selling activities and the terms of the exemption. Relevant legislative provisions include sections 2.6.1, 2.6.2, and 19.1 of NI 81-102. |
| 68.831 | 2024-04-15 | Toronto Cleantech Capital Inc. | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.3(1)(a)(i). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/toronto-cleantech-capital-inc | The Ontario Securities Commission granted Toronto Cleantech Capital Inc. (the Filer) an exemption from the requirement under National Instrument 52-107 that financial statements be accompanied by an unmodified auditor's report. This exemption pertains to the audited consolidated financial statements of THS L.P. (THS LP) for the year ended November 30, 2022, which contain a modified opinion due to the auditors' inability to verify inventory balances as they were not present for the physical count. The decision allows the Filer to include these financial statements in their Filing Statement for a Qualifying Transaction, provided the only modification is related to the inventory verification and that subsequent financial statements for the year ended November 30, 2023, contain an unmodified opinion. This decision is based on the provisions of National Instrument 52-107 and Companion Policy 41-101CP. |
| 68.832 | 2024-04-12 | First West Credit Union | : Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 73.1(6) and 74(1). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/first-west-credit-union | The Securities Commission granted First West Credit Union an exemption from the prospectus requirement for distributing membership shares to prospective members. This decision allows the credit union, which is transitioning from provincial to federal regulation under the Bank Act, to continue its operations without the need for a prospectus. The exemption aligns with existing provincial exemptions for credit unions. The decision is contingent on First West Credit Union continuing as a federal credit union and remaining under the supervision of the Office of the Superintendent of Financial Institutions. Relevant legislative provisions include sections 53, 73.1(6), and 74(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended. |
| 68.833 | 2024-04-12 | Intellabridge Technology Corporation | Securities Act, R.S.O. 1990, c. S.5, as am., s. 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/intellabridge-technology-corporation | The Ontario Securities Commission (OSC) revoked a cease trade order (CTO) against Intellabridge Technology Corporation. The CTO was initially issued on May 6, 2022, due to the company's failure to file required continuous disclosure documents as mandated by Ontario securities law. Intellabridge subsequently remedied these defaults by updating its continuous disclosure filings. The revocation was granted under section 144 of the Securities Act, R.S.O. 1990, c. S.5, and in accordance with National Policy 11-207, which governs failure-to-file CTOs and their revocations across multiple jurisdictions. The OSC determined that the conditions for revocation were met, leading to the lifting of the CTO on April 12, 2024. |
| 68.834 | 2024-04-09 | Highlander Silver Corp. | National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/highlander-silver-corp | The Securities Commission granted Highlander Silver Corp. relief from the requirement to include audited financial statements of certain holding companies in its business acquisition report (BAR) under National Instrument 51-102 Continuous Disclosure Obligations, sections 8.4 and 13.1. Highlander Silver Corp. is acquiring shares of Reliant Ventures S.A.C., San Luis Resource (BVI) Inc., and Silver Standard Peru (BVI) Inc., which collectively hold interests in the San Luis silver-gold project in Peru. The holding companies have no material assets, liabilities, or business operations other than their interests in Reliant Ventures. Since standalone financial statements for these holding companies do not exist, the BAR will instead include audited financial statements of Reliant Ventures and sufficient alternative information about the acquisition. The decision was made under the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. |
| 68.835 | 2024-04-08 | Major Precious Metals Corp. | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/major-precious-metals-corp | The Securities Commission granted Major Precious Metals Corp. a partial revocation of a cease trade order (FFCTO) issued due to the company's failure to file required financial statements. The company sought this partial revocation to conduct a private placement, aiming to raise $750,000 to address its financial disclosure deficiencies and related fees. The funds will be used to prepare and file outstanding financial documents, pay overdue fees, and cover general administrative expenses. The private placement will be conducted under prospectus exemptions, targeting accredited investors and associates. The decision was based on the company's representations and the conditions that investors be informed of the FFCTO and acknowledge that the securities will remain subject to the order until fully revoked. The relevant legislative provisions include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.836 | 2024-04-08 | Luminex Resources Corp. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/luminex-resources-corp | The Securities Commission granted Luminex Resources Corp.'s application to cease being a reporting issuer in all Canadian jurisdictions. This decision follows an arrangement where Adventus Mining Corporation acquired all Luminex's common shares. Despite Luminex having over 50 beneficial owners of convertible securities, these securities are now linked to Adventus shares, and Luminex is not required to provide continuous disclosure to their holders. The decision was based on compliance with relevant securities legislation, including the Securities Act of British Columbia and Ontario, and National Policy 11-206. The order was issued by the British Columbia Securities Commission, with reliance on Multilateral Instrument 11-102 for Alberta and Manitoba. |
| 68.837 | 2024-04-03 | Canntab Therapeutics Limited | Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/canntab-therapeutics-limited | The Ontario Securities Commission (OSC) granted Canntab Therapeutics Limited a partial revocation of a cease trade order (FFCTO) issued due to the company's failure to file required financial statements. Canntab sought this partial revocation to conduct a private placement to raise $100,000 from accredited investors. The funds will be used to bring the company into compliance with its continuous disclosure obligations, pay outstanding fees, and for working capital. The decision was based on Canntab's representations and is subject to conditions, including informing investors about the FFCTO and obtaining their acknowledgment that the securities will remain subject to the FFCTO. The relevant laws include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207. |
| 68.838 | 2024-04-03 | Fortrade Canada Limited | - Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74(1). - OSC Rule 91-502 Trades in Recognized Options. - OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario. - Proposed OSC Rule 91-504 OTC Derivatives (not adopted). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/fortrade-canada-limited | The Ontario Securities Commission (OSC) granted Fortrade Canada Limited (the Filer) an exemption from the prospectus requirement for distributing contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in certain Canadian jurisdictions. The Filer, registered as an investment dealer and a member of the Canadian Investment Regulatory Organization (CIRO), complies with CIRO rules and acceptable practices for offering CFDs. The decision aligns with OSC Staff Notice 91-702 and includes conditions such as providing a risk disclosure document similar to OSC Rule 91-502, maintaining CIRO membership, and adhering to CIRO rules. The relief is granted for up to four years or until relevant legislation changes. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1), and OSC Rule 91-502. |
| 68.839 | 2024-04-02 | Farmers Edge Inc. | Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/farmers-edge-inc | The Securities Commission granted Farmers Edge Inc. an order to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Farmers Edge Inc. is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the company is not in default of any securities legislation. The order was issued under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and the process was guided by National Policy 11-206 and Multilateral Instrument 11-102. |
| 68.840 | 2024-04-02 | Empower Clinics Inc. | Securities Act, R.S.O. 1990, c. S.5, as am. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/empower-clinics-inc | The Securities Commission granted a partial revocation of a cease trade order (FFCTO) against Empower Clinics Inc., which was originally issued due to the company's failure to file required continuous disclosure documents. Empower Clinics applied for the partial revocation to conduct a private placement aimed at settling certain debts and raising funds to prepare and file the outstanding documents. The company plans to use the proceeds to cover legal, accounting, and other fees, as well as to ensure compliance with continuous disclosure obligations. Key facts: - Empower Clinics Inc. failed to file annual and interim financial statements, MD&As, and other required documents due to financial hardship. - The company intends to raise up to $976,000 through a private placement and settle $197,085 in debt through a shares-for-debt transaction. - Proceeds will be used to prepare and file the outstanding documents and pay related fees. Outcome: - The partial revocation was granted with conditions, including providing participants in the transactions with copies of the FFCTO and obtaining their acknowledgment that the securities will remain subject to the FFCTO until fully revoked. Relevant laws and regulations: - Securities Act, R.S.O. 1990, c. S.5, as amended. - National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. - National Instrument 45-106 Prospectus Exemptions. - Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. |
| 68.841 | 2024-04-02 | Just Kitchen Holdings Corp. | : Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). | https://www.osc.ca/en/securities-law/orders-rulings-decisions/just-kitchen-holdings-corp | The Securities Commission granted Just Kitchen Holdings Inc.'s application to cease being a reporting issuer in Canada. The decision was based on the following key facts: the company’s securities are owned by fewer than 50 persons globally, are not traded on any exchange, and the company is not an OTC reporting issuer. The company became a wholly-owned subsidiary of JF Investment Co Ltd. following a statutory plan of arrangement. Although the company was in default for not filing certain continuous disclosure documents, this default occurred after the completion of the arrangement. The decision was made under the relevant provisions of the Securities Act in British Columbia and Ontario. |
| 68.842 | 2024-04-01 | Chief Executive Officer and Ontario Securities Commission | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chief-executive-officer-and-ontario-securities-commission | **Summary of Securities Commission Decision** **Key Facts:** - The Ontario Securities Commission (OSC) issued a delegation on September 20, 2022, under subsection 3(1) of the Securities Act, R.S.O. 1990, Chapter S.5, as amended. - This delegation allows certain powers and duties of the OSC to be exercised by individuals defined as "Directors" under subsection 1(1) of the Act. **Reasoning:** - The Chief Executive Officer (CEO) of the OSC has the authority to designate specific positions within the Commission to be considered "Directors" for administrative purposes. - The CEO determined which positions should have the authority to exercise the delegated powers and duties. **Outcome:** - The CEO designated various managerial and supervisory positions across multiple divisions of the OSC as "Directors" under subsection 1(1) of the Act. - Specific roles, including Managers in Corporate Finance, Trading and Markets, Enforcement, Investment Management, and other divisions, were designated. - The Business Processes Supervisor in the Corporate Finance Division was designated solely for granting exemptions from fees for late filing of insider reports. - The CEO confirmed that these designated Directors, except the Business Processes Supervisor, may exercise the delegated powers and perform the duties as outlined in the 2022 Delegation. **Relevant Laws/Regulations:** - Securities Act, R.S.O. 1990, Chapter S.5, as amended. - Subsection 3(1) and subsection 1(1) of the Securities Act. - Commission Rule 13-502 Fees. This decision ensures that designated positions within the OSC have the authority to perform specific administrative functions, thereby streamlining the Commission's operations. |
| 68.843 | 2024-04-01 | Chief Executive Officer and Ontario Securities Commission | See Summary | https://www.osc.ca/en/securities-law/orders-rulings-decisions/chief-executive-officer-and-ontario-securities-commission-0 | The Ontario Securities Commission (OSC) issued a decision on April 1, 2024, regarding the delegation of certain powers and duties under the Commodity Futures Act, R.S.O. 1990, Chapter C. 20, as amended. The Chief Executive Officer (CEO) designated specific positions within the OSC to be considered "Directors" for the purposes of exercising delegated powers and duties. This decision follows the 2022 Delegation, which allowed the CEO to determine which Directors could act individually in administrative matters. The designated positions include various managerial roles across multiple divisions of the OSC, such as Corporate Finance, Registration, Inspections and Examinations, Trading and Markets, Enforcement, Investment Management, and the Office of Economic Growth and Innovation. Additionally, roles such as the Chief Accountant, Associate Chief Accountant, and various Vice Presidents were included. This designation ensures that these individuals can exercise the powers and perform the duties delegated by the Commission, alongside the CEO, until further notice. The decision is grounded in subsection 2.3(1) and subsection 1(1) of the Commodity Futures Act. |
| 68.844 | 2024-04-01 | Ninepoint Partners LP and Canadian Large Cap Leaders Split Corp. | National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/ninepoint-partners-lp-and-canadian-large-cap-leaders-split-corp | **Summary of Securities Commission Decision:** The Ontario Securities Commission granted Ninepoint Partners LP, on behalf of Canadian Large Cap Leaders Split Corp. (the Fund), an exemption from the qualification criteria in paragraph 2.2(d) of National Instrument 44-101 (NI 44-101). This exemption allows the Fund to file a short form prospectus under NI 44-101 or a shelf prospectus under National Instrument 44-102 (NI 44-102) despite not having completed a financial year or having current annual financial statements or an annual information form (AIF). **Key Facts:** - The Fund was incorporated on December 19, 2023, and commenced operations on February 22, 2024. - The Fund has not completed its first financial year and lacks audited financial statements and a current AIF. - The Fund aims to expedite future offerings of its shares by using a short form or shelf prospectus. **Reasoning:** - Filing a short form or shelf prospectus is more efficient and cost-effective than filing a long form prospectus. - The Fund will prepare and file interim financial statements and management reports to ensure adequate disclosure. **Outcome:** - The exemption is granted with conditions, including the requirement to file initial financial statements and management reports before filing a preliminary short form or shelf prospectus. - The exemption expires on the earlier of the filing of the Fund's 2024 annual financial statements or April 1, 2025. **Relevant Laws/Regulations:** - National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1 - National Instrument 44-102 Shelf Distributions - National Instrument 81-106 Investment Fund Continuous Disclosure - Multilateral Instrument 11-102 Passport System |
| 68.845 | 2024-03-28 | Equate Asset Management Inc. and Equate Asset Management Total Return Fund | National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2) and 17.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/equate-asset-management-inc-and-equate-asset-management-total-return-fund | The Ontario Securities Commission (OSC) granted Equate Asset Management Inc. and its Equate Asset Management Total Return Fund an extension for filing and delivering their annual and interim financial statements. The Fund, which invests primarily in other investment funds (Underlying Funds) with later financial reporting deadlines, sought relief from the standard deadlines under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The OSC allowed the Fund to file and deliver annual financial statements within 120 days of its financial year-end and interim financial statements within 90 days of its interim period-end. This decision was based on the impracticality of obtaining timely audited financial statements from the Underlying Funds, which are necessary for the Fund's own financial reporting. The relief is subject to conditions, including updating the Fund's offering memorandum to disclose the extended deadlines and notifying investors of the reliance on this exemption. The decision is grounded in sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106. |
| 68.846 | 2024-03-19 | Evolve Funds Group Inc. and Evolve Artificial Intelligence Fund | National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1.1) and 19.1. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/evolve-funds-group-inc-and-evolve-artificial-intelligence-fund | The Securities Commission granted Evolve Funds Group Inc. an exemption from the requirement under subsection 2.3(1.1) of National Instrument 41-101, which mandates that a final prospectus be filed within 90 days of the preliminary prospectus receipt. The exemption allows an additional 60 days for filing the final prospectus, ensuring it is filed within the same calendar year as the planned TSX listing to avoid negative tax implications. The relief is contingent on the final prospectus being filed by March 30, 2024. This decision is based on the representations made in the application and is in accordance with section 19.1 of NI 41-101. |
| 68.847 | 2024-02-12 | TC Energy Corporation | National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 3.3. | https://www.osc.ca/en/securities-law/orders-rulings-decisions/tc-energy-corporation | The Securities Commission granted TC Energy Corporation (the Filer) relief from certain requirements under National Instrument 52-107 (NI 52-107) related to the preparation and auditing of financial statements. The Filer, an SEC issuer, plans to spin off its Liquids Business into a new company (SpinCo). The relief allows the Filer to prepare SpinCo's financial statements in accordance with U.S. GAAP and have them audited under U.S. PCAOB GAAS, instead of Canadian GAAP and GAAS, for inclusion in a management information circular for a special shareholder meeting to approve the spin-off. Key conditions for the relief include: 1. The Filer must disclose its reliance on the exemption in the circular. 2. The Filer must file a registration statement with the SEC within two business days of mailing the circular. 3. If SpinCo does not become an SEC issuer within 20 days post-separation, the Filer and SpinCo must re-file the financial statements in accordance with Canadian standards. The decision also includes confidentiality relief for the application materials until the earliest of 90 days from the decision date, the mailing of the circular, or the announcement that the separation will not proceed. The decision is based on the Filer's representations and is subject to specific conditions to ensure compliance and transparency. |