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, 7.52, 7.53, 7.54, 7.55, 7.56, 7.57, 7.58, 7.59, 7.60, 7.61, 7.62, 7.63, 7.64, 7.65, 7.66, 7.67, 7.68, 7.69, 7.70, 7.71, 7.72, 7.73, 7.74, 7.75, 7.76, 7.77, 7.78, 7.79, 7.80, 7.81, 7.82, 7.83, 7.84, 7.85, 7.86, 7.87, 7.88, 7.89, 7.90, 7.91, 7.92, 7.93, 7.94, 7.95, 7.96, 7.97, 7.98, 7.99, 8.00, 8.01, 8.02, 8.03, 8.04, 8.05, 8.06, 8.07, 8.08, 8.09, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20, 8.21, 8.22, 8.23, 8.24, 8.25, 8.26, 8.27, 8.28, 8.29, 8.30, 8.31, 8.32, 8.33, 8.34, 8.35, 8.36, 8.37, 8.38, 8.39, 8.40, 8.41, 8.42, 8.43, 8.44, 8.45, 8.46, 8.47, 8.48, 8.49, 8.50, 8.51, 8.52, 8.53, 8.54, 8.55, 8.56, 8.57, 8.58, 8.59, 8.60, 8.61, 8.62, 8.63, 8.64, 8.65, 8.66, 8.67, 8.68, 8.69, 8.70, 8.71, 8.72, 8.73, 8.74, 8.75, 8.76, 8.77, 8.78, 8.79, 8.80, 8.81, 8.82, 8.83, 8.84, 8.85, 8.86, 8.87, 8.88, 8.89, 8.90, 8.91, 8.92, 8.93, 8.94, 8.95, 8.96, 8.97, 8.98, 8.99, 9.00, 9.01, 9.02, 9.03, 9.04, 9.05, 9.06, 9.07, 9.08, 9.09, 9.10, 9.11, 9.12, 9.13, 9.14, 9.15, 9.16, 9.17, 9.18, 9.19, 9.20, 9.21, 9.22, 9.23, 9.24, 9.25, 9.26, 9.27, 9.28, 9.29, 9.30, 9.31, 9.32, 9.33, 9.34, 9.35, 9.36, 9.37, 9.38, 9.39, 9.40, 9.41, 9.42, 9.43, 9.44, 9.45, 9.46, 9.47, 9.48, 9.49, 9.50, 9.51, 9.52, 9.53, 9.54, 9.55, 9.56, 9.57, 9.58, 9.59, 9.60, 9.61, 9.62, 9.63, 9.64, 9.65, 9.66, 9.67, 9.68, 9.69, 9.70, 9.71, 9.72, 9.73, 9.74, 9.75, 9.76, 9.77, 9.78, 9.79, 9.80, 9.81, 9.82, 9.83, 9.84, 9.85, 9.86, 9.87, 9.88, 9.89, 9.90, 9.91, 9.92, 9.93, 9.94, 9.95, 9.96, 9.97, 9.98, 9.99, 10.00, 10.01, 10.02, 10.03, 10.04, 10.05, 10.06, 10.07, 10.08, 10.09, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 10.18, 10.19, 10.20, 10.21, 10.22, 10.23, 10.24, 10.25, 10.26, 10.27, 10.28, 10.29, 10.30, 10.31, 10.32, 10.33, 10.34, 10.35, 10.36, 10.37, 10.38, 10.39, 10.40, 10.41, 10.42, 10.43, 10.44, 10.45, 10.46, 10.47, 10.48, 10.49, 10.50, 10.51, 10.52, 10.53, 10.54, 10.55, 10.56, 10.57, 10.58, 10.59, 10.60, 10.61, 10.62, 10.63, 10.64, 10.65, 10.66, 10.67, 10.68, 10.69, 10.70, 10.71, 10.72, 10.73, 10.74, 10.75, 10.76, 10.77, 10.78, 10.79, 10.80, 10.81, 10.82, 10.83, 10.84, 10.85, 10.86, 10.87, 10.88, 10.89, 10.90, 10.91, 10.92, 10.93, 10.94, 10.95, 10.96, 10.97, 10.98, 10.99, 11.00, 11.01, 11.02, 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 11.21, 11.22, 11.23, 11.24, 11.25, 11.26, 11.27, 11.28, 11.29, 11.30, 11.31, 11.32, 11.33, 11.34, 11.35, 11.36, 11.37, 11.38, 11.39, 11.40, 11.41, 11.42, 11.43, 11.44, 11.45, 11.46, 11.47, 11.48, 11.49, 11.50, 11.51, 11.52, 11.53, 11.54, 11.55, 11.56, 11.57, 11.58, 11.59, 11.60, 11.61, 11.62, 11.63, 11.64, 11.65, 11.66, 11.67, 11.68, 11.69, 11.70, 11.71, 11.72, 11.73, 11.74, 11.75, 11.76, 11.77, 11.78, 11.79, 11.80, 11.81, 11.82, 11.83, 11.84, 11.85, 11.86, 11.87, 11.88, 11.89, 11.90, 11.91, 11.92, 11.93, 11.94, 11.95, 11.96, 11.97, 11.98, 11.99, 12.00, 12.01, 12.02, 12.03, 12.04, 12.05, 12.06, 12.07, 12.08, 12.09, 12.10, 12.11, 12.12, 12.13, 12.14, 12.15, 12.16, 12.17, 12.18, 12.19, 12.20, 12.21, 12.22, 12.23, 12.24, 12.25, 12.26, 12.27, 12.28, 12.29, 12.30, 12.31, 12.32, 12.33, 12.34, 12.35, 12.36, 12.37, 12.38, 12.39, 12.40, 12.41, 12.42, 12.43, 12.44, 12.45, 12.46, 12.47, 12.48, 12.49, 12.50, 12.51, 12.52, 12.53, 12.54, 12.55, 12.56, 12.57, 12.58, 12.59, 12.60, 12.61, 12.62, 12.63, 12.64, 12.65, 12.66, 12.67, 12.68, 12.69, 12.70, 12.71, 12.72, 12.73, 12.74, 12.75, 12.76, 12.77, 12.78, 12.79, 12.80, 12.81, 12.82, 12.83, 12.84, 12.85, 12.86, 12.87, 12.88, 12.89, 12.90, 12.91, 12.92, 12.93, 12.94, 12.95, 12.96, 12.97, 12.98, 12.99, 13.00, 13.01, 13.02, 13.03, 13.04, 13.05, 13.06, 13.07, 13.08, 13.09, 13.10, 13.11, 13.12, 13.13, 13.14, 13.15, 13.16, 13.17, 13.18, 13.19, 13.20, 13.21, 13.22, 13.23, 13.24, 13.25, 13.26, 13.27, 13.28, 13.29, 13.30, 13.31, 13.32, 13.33, 13.34, 13.35, 13.36, 13.37, 13.38, 13.39, 13.40, 13.41, 13.42, 13.43, 13.44, 13.45, 13.46, 13.47, 13.48, 13.49, 13.50, 13.51, 13.52, 13.53, 13.54, 13.55, 13.56, 13.57, 13.58, 13.59, 13.60, 13.61, 13.62, 13.63, 13.64, 13.65, 13.66, 13.67, 13.68, 13.69, 13.70, 13.71, 13.72, 13.73, 13.74, 13.75, 13.76, 13.77, 13.78, 13.79, 13.80, 13.81, 13.82, 13.83, 13.84, 13.85, 13.86, 13.87, 13.88, 13.89, 13.90, 13.91, 13.92, 13.93, 13.94, 13.95, 13.96, 13.97, 13.98, 13.99, 14.00, 14.01, 14.02, 14.03, 14.04, 14.05, 14.06, 14.07, 14.08, 14.09, 14.10, 14.11, 14.12, 14.13, 14.14, 14.15, 14.16, 14.17, 14.18, 14.19, 14.20, 14.21, 14.22, 14.23, 14.24, 14.25, 14.26, 14.27, 14.28, 14.29, 14.30, 14.31, 14.32, 14.33, 14.34, 14.35, 14.36, 14.37, 14.38, 14.39, 14.40, 14.41, 14.42, 14.43, 14.44, 14.45, 14.46, 14.47, 14.48, 14.49, 14.50, 14.51, 14.52, 14.53, 14.54, 14.55, 14.56, 14.57, 14.58, 14.59, 14.60, 14.61, 14.62, 14.63, 14.64, 14.65, 14.66, 14.67, 14.68, 14.69, 14.70, 14.71, 14.72, 14.73, 14.74, 14.75, 14.76, 14.77, 14.78, 14.79, 14.80, 14.81, 14.82, 14.83, 14.84, 14.85, 14.86, 14.87, 14.88, 14.89, 14.90, 14.91, 14.92, 14.93, 14.94, 14.95, 14.96, 14.97, 14.98, 14.99, 15.00, 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, s |