Exemptive Relief Orders

The Securities Commission granted TC Energy Corporation (the Filer) relief from certain requirements under National Instrument 52-107 (NI 52-107) related to the preparation and auditing of financial statements. The Filer, an SEC issuer, plans to spin off its Liquids Business into a new company (SpinCo). The relief allows the Filer to prepare SpinCo’s financial statements in accordance with U.S. GAAP and have them audited under U.S. PCAOB GAAS, instead of Canadian GAAP and GAAS, for inclusion in a management information circular for a special shareholder meeting to approve the spin-off.

Key conditions for the relief include:
1. The Filer must disclose its reliance on the exemption in the circular.
2. The Filer must file a registration statement with the SEC within two business days of mailing the circular.
3. If SpinCo does not become an SEC issuer within 20 days post-separation, the Filer and SpinCo must re-file the financial statements in accordance with Canadian standards.

The decision also includes confidentiality relief for the application materials until the earliest of 90 days from the decision date, the mailing of the circular, or the announcement that the separation will not proceed. The decision is based on the Filer’s representations and is subject to specific conditions to ensure compliance and transparency.

The Securities Commission granted Evolve Funds Group Inc. an exemption from the requirement under subsection 2.3(1.1) of National Instrument 41-101, which mandates that a final prospectus be filed within 90 days of the preliminary prospectus receipt. The exemption allows an additional 60 days for filing the final prospectus, ensuring it is filed within the same calendar year as the planned TSX listing to avoid negative tax implications. The relief is contingent on the final prospectus being filed by March 30, 2024. This decision is based on the representations made in the application and is in accordance with section 19.1 of NI 41-101.

The Ontario Securities Commission (OSC) granted Equate Asset Management Inc. and its Equate Asset Management Total Return Fund an extension for filing and delivering their annual and interim financial statements. The Fund, which invests primarily in other investment funds (Underlying Funds) with later financial reporting deadlines, sought relief from the standard deadlines under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The OSC allowed the Fund to file and deliver annual financial statements within 120 days of its financial year-end and interim financial statements within 90 days of its interim period-end. This decision was based on the impracticality of obtaining timely audited financial statements from the Underlying Funds, which are necessary for the Fund’s own financial reporting. The relief is subject to conditions, including updating the Fund’s offering memorandum to disclose the extended deadlines and notifying investors of the reliance on this exemption. The decision is grounded in sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106.

**Summary of Securities Commission Decision:**

The Ontario Securities Commission granted Ninepoint Partners LP, on behalf of Canadian Large Cap Leaders Split Corp. (the Fund), an exemption from the qualification criteria in paragraph 2.2(d) of National Instrument 44-101 (NI 44-101). This exemption allows the Fund to file a short form prospectus under NI 44-101 or a shelf prospectus under National Instrument 44-102 (NI 44-102) despite not having completed a financial year or having current annual financial statements or an annual information form (AIF).

**Key Facts:**
– The Fund was incorporated on December 19, 2023, and commenced operations on February 22, 2024.
– The Fund has not completed its first financial year and lacks audited financial statements and a current AIF.
– The Fund aims to expedite future offerings of its shares by using a short form or shelf prospectus.

**Reasoning:**
– Filing a short form or shelf prospectus is more efficient and cost-effective than filing a long form prospectus.
– The Fund will prepare and file interim financial statements and management reports to ensure adequate disclosure.

**Outcome:**
– The exemption is granted with conditions, including the requirement to file initial financial statements and management reports before filing a preliminary short form or shelf prospectus.
– The exemption expires on the earlier of the filing of the Fund’s 2024 annual financial statements or April 1, 2025.

**Relevant Laws/Regulations:**
– National Instrument 44-101 Short Form Prospectus, ss. 2.2(d) and 8.1
– National Instrument 44-102 Shelf Distributions
– National Instrument 81-106 Investment Fund Continuous Disclosure
– Multilateral Instrument 11-102 Passport System

The Ontario Securities Commission (OSC) issued a decision on April 1, 2024, regarding the delegation of certain powers and duties under the Commodity Futures Act, R.S.O. 1990, Chapter C. 20, as amended. The Chief Executive Officer (CEO) designated specific positions within the OSC to be considered “Directors” for the purposes of exercising delegated powers and duties. This decision follows the 2022 Delegation, which allowed the CEO to determine which Directors could act individually in administrative matters. The designated positions include various managerial roles across multiple divisions of the OSC, such as Corporate Finance, Registration, Inspections and Examinations, Trading and Markets, Enforcement, Investment Management, and the Office of Economic Growth and Innovation. Additionally, roles such as the Chief Accountant, Associate Chief Accountant, and various Vice Presidents were included. This designation ensures that these individuals can exercise the powers and perform the duties delegated by the Commission, alongside the CEO, until further notice. The decision is grounded in subsection 2.3(1) and subsection 1(1) of the Commodity Futures Act.

**Summary of Securities Commission Decision**

**Key Facts:**
– The Ontario Securities Commission (OSC) issued a delegation on September 20, 2022, under subsection 3(1) of the Securities Act, R.S.O. 1990, Chapter S.5, as amended.
– This delegation allows certain powers and duties of the OSC to be exercised by individuals defined as “Directors” under subsection 1(1) of the Act.

**Reasoning:**
– The Chief Executive Officer (CEO) of the OSC has the authority to designate specific positions within the Commission to be considered “Directors” for administrative purposes.
– The CEO determined which positions should have the authority to exercise the delegated powers and duties.

**Outcome:**
– The CEO designated various managerial and supervisory positions across multiple divisions of the OSC as “Directors” under subsection 1(1) of the Act.
– Specific roles, including Managers in Corporate Finance, Trading and Markets, Enforcement, Investment Management, and other divisions, were designated.
– The Business Processes Supervisor in the Corporate Finance Division was designated solely for granting exemptions from fees for late filing of insider reports.
– The CEO confirmed that these designated Directors, except the Business Processes Supervisor, may exercise the delegated powers and perform the duties as outlined in the 2022 Delegation.

**Relevant Laws/Regulations:**
– Securities Act, R.S.O. 1990, Chapter S.5, as amended.
– Subsection 3(1) and subsection 1(1) of the Securities Act.
– Commission Rule 13-502 Fees.

This decision ensures that designated positions within the OSC have the authority to perform specific administrative functions, thereby streamlining the Commission’s operations.

The Securities Commission granted Just Kitchen Holdings Inc.’s application to cease being a reporting issuer in Canada. The decision was based on the following key facts: the company’s securities are owned by fewer than 50 persons globally, are not traded on any exchange, and the company is not an OTC reporting issuer. The company became a wholly-owned subsidiary of JF Investment Co Ltd. following a statutory plan of arrangement. Although the company was in default for not filing certain continuous disclosure documents, this default occurred after the completion of the arrangement. The decision was made under the relevant provisions of the Securities Act in British Columbia and Ontario.

The Securities Commission granted a partial revocation of a cease trade order (FFCTO) against Empower Clinics Inc., which was originally issued due to the company’s failure to file required continuous disclosure documents. Empower Clinics applied for the partial revocation to conduct a private placement aimed at settling certain debts and raising funds to prepare and file the outstanding documents. The company plans to use the proceeds to cover legal, accounting, and other fees, as well as to ensure compliance with continuous disclosure obligations.

Key facts:
– Empower Clinics Inc. failed to file annual and interim financial statements, MD&As, and other required documents due to financial hardship.
– The company intends to raise up to $976,000 through a private placement and settle $197,085 in debt through a shares-for-debt transaction.
– Proceeds will be used to prepare and file the outstanding documents and pay related fees.

Outcome:
– The partial revocation was granted with conditions, including providing participants in the transactions with copies of the FFCTO and obtaining their acknowledgment that the securities will remain subject to the FFCTO until fully revoked.

Relevant laws and regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended.
– National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
– National Instrument 45-106 Prospectus Exemptions.
– Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

The Securities Commission granted Farmers Edge Inc. an order to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Farmers Edge Inc. is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the company is not in default of any securities legislation. The order was issued under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and the process was guided by National Policy 11-206 and Multilateral Instrument 11-102.

The Ontario Securities Commission (OSC) granted Fortrade Canada Limited (the Filer) an exemption from the prospectus requirement for distributing contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in certain Canadian jurisdictions. The Filer, registered as an investment dealer and a member of the Canadian Investment Regulatory Organization (CIRO), complies with CIRO rules and acceptable practices for offering CFDs. The decision aligns with OSC Staff Notice 91-702 and includes conditions such as providing a risk disclosure document similar to OSC Rule 91-502, maintaining CIRO membership, and adhering to CIRO rules. The relief is granted for up to four years or until relevant legislation changes. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1), and OSC Rule 91-502.

The Ontario Securities Commission (OSC) granted Canntab Therapeutics Limited a partial revocation of a cease trade order (FFCTO) issued due to the company’s failure to file required financial statements. Canntab sought this partial revocation to conduct a private placement to raise $100,000 from accredited investors. The funds will be used to bring the company into compliance with its continuous disclosure obligations, pay outstanding fees, and for working capital. The decision was based on Canntab’s representations and is subject to conditions, including informing investors about the FFCTO and obtaining their acknowledgment that the securities will remain subject to the FFCTO. The relevant laws include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207.

The Securities Commission granted Luminex Resources Corp.’s application to cease being a reporting issuer in all Canadian jurisdictions. This decision follows an arrangement where Adventus Mining Corporation acquired all Luminex’s common shares. Despite Luminex having over 50 beneficial owners of convertible securities, these securities are now linked to Adventus shares, and Luminex is not required to provide continuous disclosure to their holders. The decision was based on compliance with relevant securities legislation, including the Securities Act of British Columbia and Ontario, and National Policy 11-206. The order was issued by the British Columbia Securities Commission, with reliance on Multilateral Instrument 11-102 for Alberta and Manitoba.

The Securities Commission granted Major Precious Metals Corp. a partial revocation of a cease trade order (FFCTO) issued due to the company’s failure to file required financial statements. The company sought this partial revocation to conduct a private placement, aiming to raise $750,000 to address its financial disclosure deficiencies and related fees. The funds will be used to prepare and file outstanding financial documents, pay overdue fees, and cover general administrative expenses. The private placement will be conducted under prospectus exemptions, targeting accredited investors and associates. The decision was based on the company’s representations and the conditions that investors be informed of the FFCTO and acknowledge that the securities will remain subject to the order until fully revoked. The relevant legislative provisions include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207.

The Securities Commission granted Highlander Silver Corp. relief from the requirement to include audited financial statements of certain holding companies in its business acquisition report (BAR) under National Instrument 51-102 Continuous Disclosure Obligations, sections 8.4 and 13.1. Highlander Silver Corp. is acquiring shares of Reliant Ventures S.A.C., San Luis Resource (BVI) Inc., and Silver Standard Peru (BVI) Inc., which collectively hold interests in the San Luis silver-gold project in Peru. The holding companies have no material assets, liabilities, or business operations other than their interests in Reliant Ventures. Since standalone financial statements for these holding companies do not exist, the BAR will instead include audited financial statements of Reliant Ventures and sufficient alternative information about the acquisition. The decision was made under the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission (OSC) revoked a cease trade order (CTO) against Intellabridge Technology Corporation. The CTO was initially issued on May 6, 2022, due to the company’s failure to file required continuous disclosure documents as mandated by Ontario securities law. Intellabridge subsequently remedied these defaults by updating its continuous disclosure filings. The revocation was granted under section 144 of the Securities Act, R.S.O. 1990, c. S.5, and in accordance with National Policy 11-207, which governs failure-to-file CTOs and their revocations across multiple jurisdictions. The OSC determined that the conditions for revocation were met, leading to the lifting of the CTO on April 12, 2024.

The Securities Commission granted First West Credit Union an exemption from the prospectus requirement for distributing membership shares to prospective members. This decision allows the credit union, which is transitioning from provincial to federal regulation under the Bank Act, to continue its operations without the need for a prospectus. The exemption aligns with existing provincial exemptions for credit unions. The decision is contingent on First West Credit Union continuing as a federal credit union and remaining under the supervision of the Office of the Superintendent of Financial Institutions. Relevant legislative provisions include sections 53, 73.1(6), and 74(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Ontario Securities Commission granted Toronto Cleantech Capital Inc. (the Filer) an exemption from the requirement under National Instrument 52-107 that financial statements be accompanied by an unmodified auditor’s report. This exemption pertains to the audited consolidated financial statements of THS L.P. (THS LP) for the year ended November 30, 2022, which contain a modified opinion due to the auditors’ inability to verify inventory balances as they were not present for the physical count. The decision allows the Filer to include these financial statements in their Filing Statement for a Qualifying Transaction, provided the only modification is related to the inventory verification and that subsequent financial statements for the year ended November 30, 2023, contain an unmodified opinion. This decision is based on the provisions of National Instrument 52-107 and Companion Policy 41-101CP.

The Ontario Securities Commission granted AGF Investments Inc. (the Filer) an exemption from certain short selling restrictions in National Instrument 81-102 (NI 81-102) for its AGF Alternative Income Credit Fund and future similar funds. The exemption allows these funds to short sell government securities up to 300% of their net asset value (NAV), surpassing the standard 50% limit. This decision supports the funds’ hedging strategies, which involve short selling government bonds to mitigate interest rate risks associated with long positions in corporate bonds. The ruling is based on the view that short selling government securities is less complex, less expensive, and less risky compared to using derivatives. The funds must comply with specific conditions, including maintaining internal controls and proper documentation, and ensuring their prospectuses disclose the short selling activities and the terms of the exemption. Relevant legislative provisions include sections 2.6.1, 2.6.2, and 19.1 of NI 81-102.

The Securities Commission granted Trilogy International Partners Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: the company’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, none of its securities are traded on any marketplace, and the company is not in default of any securities legislation. The relevant regulations underpinning this decision include Multilateral Instrument 11-102 Passport System, National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and specific sections of the Securities Acts of British Columbia and Ontario.

The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from prospectus and trade reporting requirements to distribute Crypto Contracts to permitted clients. This relief, which revokes a prior decision, is subject to conditions including disclosure and reporting requirements and will expire in two years. The decision aims to foster innovative businesses in Canada and is based on specific facts and circumstances, without setting a precedent for other filers.

Key Facts:
– The Filer is registered as an investment dealer and offers services to institutional clients, including custody of Crypto Assets and trading of Crypto Contracts.
– The Filer uses Fidelity Digital Asset Services, LLC (FDAS) as a foreign custodian and may use additional liquidity providers.
– The Filer ensures compliance with regulatory requirements and provides detailed risk and asset statements to clients.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended, sections 1(1), 53, and 74.
– Multilateral Instrument 11-102 Passport System, section 4.7.
– OSC Rule 91-506 Derivatives: Product Determination, sections 2 and 4.
– OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

Outcome:
– Relief granted with conditions including maintaining registration, providing detailed client disclosures, using acceptable custodians, and adhering to reporting requirements.
– The decision will expire in two years and is not a precedent for other cases.

The Ontario Securities Commission (OSC) has granted Orford Mining Corporation’s application to cease being a reporting issuer in all Canadian jurisdictions. This decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The application was processed under National Policy 11-206 and Multilateral Instrument 11-102, which allows for a streamlined process across multiple jurisdictions, in this case, Ontario, British Columbia, and Alberta.

Key facts supporting the decision include:
1. Orford Mining Corporation is not an OTC reporting issuer.
2. The company has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
3. Its securities are not traded on any public marketplace.
4. The company is not in default of any securities legislation.

Based on these representations, the OSC determined that the criteria for ceasing to be a reporting issuer were met and granted the order.

The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from the prospectus requirement and trade reporting requirements to distribute Crypto Contracts to permitted clients. This decision revokes a prior decision that was about to expire and is subject to conditions including disclosure and reporting requirements. The relief is valid for two years and aims to foster innovative businesses in Canada. The decision is based on the specific facts and circumstances of the Filer and should not be considered a precedent for other filers.

Relevant laws and regulations include:
– Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53 & 74
– Multilateral Instrument 11-102 Passport System, s. 4.7
– OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4
– OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3

The Filer must comply with conditions such as maintaining registration as an investment dealer, adhering to CIRO rules, using an acceptable third-party custodian, and providing detailed reporting to the Principal Regulator. The relief will expire two years from the date of the decision.

The Securities Commission granted an exemption to Daniel Drimmer and his affiliates from the take-over bid requirements under National Instrument 62-104 (NI 62-104) in connection with their normal course purchases of Class A Units of Northview Residential REIT. The exemption allows them to exclude the Class A Units acquired during a recent recapitalization transaction from the 5% purchase limit calculation, while including other convertible securities. This decision was made to provide market liquidity and was supported by the REIT’s management and trustees. The exemption is conditional on compliance with the Normal Course Purchase Exemption requirements, with specific adjustments for the recapitalization transaction. Relevant laws include NI 62-104 and Multilateral Instrument 11-102.

The Ontario Securities Commission granted BMO Investments Inc. an exemption for its existing and future investment funds from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption allows these funds to invest up to 10% of their net assets in securities of SICAV Funds governed by Luxembourg laws and UCITS Funds governed by the Central Bank of Ireland, despite these underlying funds not being subject to NI 81-102 or being reporting issuers in Canada. The decision was based on the fact that the underlying foreign funds are subject to similar investment restrictions and disclosure requirements as the top funds. The exemption is conditional on the underlying funds qualifying as UCITS, compliance with section 2.5 of NI 81-102, and certain investment limits and disclosure requirements. Relevant legislative provisions include sections 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c), and 19.1 of NI 81-102.

The Alberta Securities Commission and Ontario Securities Commission granted Baytex Energy Corp. an exemption from formal issuer bid requirements under National Instrument 62-104. This allows Baytex to conduct normal course issuer bids (NCIB) through the New York Stock Exchange (NYSE) and other U.S. markets, in addition to the Toronto Stock Exchange (TSX). The exemption is subject to conditions, including compliance with U.S. market rules and TSX NCIB rules, and a maximum aggregate limit of 10% of the public float. This decision was made under the authority of National Instrument 62-104, Part 2, and section 6.1.

The Ontario Securities Commission (OSC) granted Orford Mining Corporation’s application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Key facts include that Orford Mining is an offering corporation with its head office in Toronto, Ontario, and has no plans to seek public financing. Previously, on April 18, 2024, the company was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under the Securities Act (Ontario) and National Policy 11-206. The OSC concluded that the order would not harm the public interest.

The Ontario Securities Commission granted Franklin Templeton Investments Corp. and its managed funds, including the Franklin S&P 500 Dividend Aristocrats Covered Call Index ETF and Franklin S&P/TSX Canadian Dividend Aristocrats Covered Call Index ETF, an exemption from the margin deposit limits specified in subsections 6.8(1) and 6.8(2)(c) of National Instrument 81-102 (NI 81-102). This exemption allows these funds to deposit up to 35% of their net asset value (NAV) with any single dealer and up to 70% of their NAV with all dealers combined for transactions involving exchange-traded specified derivatives. The decision is based on the need for these funds to invest more efficiently and flexibly in such derivatives, reducing operational complexity and costs. The relief is conditional on the funds not investing in non-exchange-traded derivatives and adhering to the specified margin limits. The decision aligns with the regulatory framework under NI 81-102 and Multilateral Instrument 11-102 (MI 11-102).

The Ontario Securities Commission (OSC) granted Euromax Resources Ltd. a partial revocation of a cease trade order (FFCTO) issued due to the company’s failure to file required continuous disclosure documents. Euromax sought this partial revocation to conduct a private placement to raise approximately C$1.2 million from accredited investors and insiders. The funds will be used to comply with disclosure obligations, pay outstanding fees, and for working capital. The decision was based on the company’s representations and compliance with specific conditions, including providing subscribers with copies of the FFCTO and the partial revocation order, and obtaining acknowledgments from them. This order is pursuant to Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207.

The Alberta and Ontario securities regulators granted Exxon Mobil Corporation’s application to cease being a reporting issuer in Canada. The decision was based on the company’s minimal market presence in Canada, with Canadian residents holding less than 2% of its securities, except for common shares and three series of U.S. dollar-denominated notes. Exxon Mobil complies with U.S. securities laws and has no intention to list or seek public financing in Canada. The decision was made under National Policy 11-206 and section 1(10)(a)(ii) of the Ontario Securities Act.

The Ontario Securities Commission (OSC) issued a partial revocation of a failure-to-file cease trade order (FFCTO) against Humble & Fume Inc. The FFCTO was originally imposed due to the company’s failure to file interim financial statements, management’s discussion and analysis, and related certifications for the periods ending September 30, 2023, and December 31, 2023. Humble & Fume Inc., a distributor of cannabis accessories, sought the partial revocation to facilitate a court-approved transaction under the Companies’ Creditors Arrangement Act (CCAA).

The transaction involves the sale of shares to 1000760498 Ontario Inc. (the Purchaser) in exchange for the assumption of certain secured debts. This transaction was approved by the Ontario Superior Court of Justice and is necessary for the company’s restructuring efforts. The partial revocation allows the necessary trades in securities to complete the transaction, subject to conditions including the Purchaser’s acknowledgment of the ongoing FFCTO.

The decision was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The partial revocation is valid until the completion of the transaction or 60 days from the order date, whichever comes first.

The Alberta and Ontario securities regulators have granted Athabasca Minerals Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision, based on National Policy 11-206 and section 1(10)(a)(ii) of the Ontario Securities Act, was influenced by several key factors: Athabasca Minerals Inc. is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, the company is not in default of any securities legislation. The Alberta Securities Commission acted as the principal regulator, and the order also applies in British Columbia under MI 11-102.

The Securities Commission granted Gold Line Resources Ltd.’s application to cease being a reporting issuer in Canada. The decision was based on the fact that the company’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on any market. The company is not an OTC reporting issuer and is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Securities Act, R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii). The order was issued by the British Columbia Securities Commission, with Ontario’s regulatory authority concurring.

The Securities Commission issued a decision regarding Binance Holdings Limited, focusing on the company’s compliance with securities laws. The key facts include allegations that Binance operated an unregistered securities exchange, thereby violating securities regulations. The Commission’s reasoning centered on the necessity for exchanges to be registered to ensure investor protection and market integrity. The outcome was a directive for Binance to cease operations in the jurisdiction until proper registration is obtained. This decision was underpinned by relevant securities laws requiring the registration of exchanges to legally offer trading services.

The Securities Commission issued a decision regarding Binance Holdings Limited, addressing violations of securities laws. The key facts include Binance’s operation of a cryptocurrency trading platform accessible to residents without proper registration or compliance with local securities regulations. The Commission’s reasoning emphasized the necessity for platforms dealing with securities to adhere to regulatory standards to protect investors and maintain market integrity. The outcome was an order for Binance to cease operations in the jurisdiction until it achieves full compliance with the relevant securities laws and regulations. This decision underscores the importance of regulatory adherence for entities involved in securities trading.

The Ontario Securities Commission (OSC) has revoked a failure-to-file cease trade order (FFCTO) against Greenbank Capital Inc. The FFCTO was initially issued on December 4, 2023, due to Greenbank’s failure to file required continuous disclosure documents, including annual audited financial statements, management’s discussion and analysis (MD&A), and certifications for the year ended July 31, 2023, as well as interim financial statements and related MD&A for the period ended October 31, 2023. Greenbank has since remedied these defaults by filing all outstanding documents and is now up-to-date with its continuous disclosure obligations. The revocation was granted under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207. The company has also committed to holding an annual meeting within three months and issuing a news release about the revocation.

The Ontario Securities Commission (OSC) granted consent to Tricon Residential Inc. to continue as a corporation under the Business Corporations Act (British Columbia) (BCBCA) pursuant to section 181 of the Business Corporations Act (Ontario) (OBCA). This decision follows Tricon’s acquisition by Creedence Acquisition ULC, a British Columbia entity, under a court-approved arrangement. The arrangement was overwhelmingly approved by Tricon’s shareholders, and no dissent rights were exercised. Post-acquisition, Tricon plans to delist from the Toronto Stock Exchange and New York Stock Exchange, cease being a reporting issuer, and undergo restructuring, including the continuance under the BCBCA. The OSC found that the continuance would not prejudice the public interest, and Tricon is in compliance with relevant laws and regulations.

The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (FFCTO) against Molecule Holdings Inc. The FFCTO was initially imposed due to the company’s failure to file its audited annual financial statements and related documents for the fiscal year ending October 31, 2023. Molecule Holdings sought the partial revocation to proceed with a debt settlement transaction and a private placement to raise up to $300,000. The funds will be used to comply with continuous disclosure obligations, pay outstanding fees, and for working capital.

The company plans to amend the terms of its unsecured debentures, including extending maturity dates, reducing conversion prices, and providing a premium on the principal amount. Additionally, Molecule Holdings intends to issue new securities under exemptions provided by National Instrument 45-106 Prospectus Exemptions.

The OSC granted the partial revocation subject to conditions, including obtaining acknowledgements from transaction participants that the securities will remain subject to the FFCTO until a full revocation is granted. The order will terminate upon the closing of the transactions or 90 days from the date of the order, whichever is earlier.

Relevant laws: Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144.

The Securities Commission granted Mediavalet Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Mediavalet’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, none of its securities are traded on any marketplace, and it is not in default of any securities legislation. The application relied on Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The relevant legislative provisions include section 88 of the Securities Act, R.S.B.C. 1996, c. 418, and section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order was issued by the British Columbia Securities Commission, with Ontario concurring.

The Ontario Securities Commission granted Stellantis N.V. (the Filer), a Netherlands-based corporation, relief from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees acquiring shares through special purpose entities (FCPEs), which are supervised by the French securities regulator. The Filer cannot use the employee exemption under section 2.24 of National Instrument 45-106 because the shares are offered through these entities rather than directly by the issuer.

Key points:
– The Filer is not a reporting issuer in Canada and has no intention of becoming one.
– The offering includes a temporary fund merging into a principal fund, with shares held in these funds.
– Canadian employees can invest up to 25% of their gross annual compensation, with additional matching contributions from the employer.
– Shares and units are not listed on Canadian exchanges, and there is no market for them in Canada.
– Canadian employees will receive relevant disclosure documents and will not be induced to participate by employment expectations.
– The relief is subject to conditions, including that the first trade of units or shares must be made outside of Canada or to a person outside of Canada.

Applicable legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503.

The Alberta and Ontario securities regulators have granted NOVA Gas Transmission Ltd.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: the company is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System. The Alberta Securities Commission acted as the principal regulator, and the order also applies in other specified Canadian jurisdictions.

The Securities Commission granted L’Oréal an exemption from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing for units in French collective shareholding vehicles (FCPEs), which then invest in L’Oréal shares. The FCPEs are regulated by the French AMF, and Canadian participants will receive necessary disclosure documents. The decision is based on the fact that the shares are not offered directly to Canadian employees, and there is no market for these shares in Canada. The exemption is subject to conditions, including a five-year sunset clause. Relevant laws include the Securities Act, R.S.O. 1990, c. S.5, and Ontario Securities Commission Rule 72-503.

The Ontario Securities Commission (OSC) granted Tricon Residential Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. This decision was based on the following key facts: Tricon is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, Tricon is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and in accordance with the process outlined in National Policy 11-206 and Multilateral Instrument 11-102.

The Securities Commission granted exemptive relief to a French issuer, April SAS, from the prospectus and registration requirements for trades related to an employee share offering. The issuer could not use the employee exemption under section 2.24 of Regulation 45-106 as the securities were offered through special purpose entities (FCPEs) rather than directly to Canadian employees. Canadian participants will receive disclosure documents, and the FCPEs are regulated by the local securities authority. The offering will not induce participation through employment expectations, and there is no market for the issuer’s securities in Canada. The relief is subject to conditions, including a five-year sunset clause.

Relevant laws include:
– Securities Act, R.S.O. 1990, c. S.5, ss. 53(1) and 74(1)
– Regulation 45-106 respecting Prospectus Exemptions, s. 2.24
– Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16

The Ontario Securities Commission (OSC) granted consent for Tiidal Gaming Group Corp. to continue its incorporation under the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision was made under subsection 21(b) of Ontario Regulation 398/21. Tiidal Gaming Group Corp., originally incorporated in Ontario, sought this continuance to leverage the increased flexibility of the BCBCA for future corporate transactions. The company, which is a reporting issuer in Ontario, British Columbia, and Alberta, and listed on the Canadian Securities Exchange and OTC Markets, received overwhelming shareholder approval for the move. The OSC determined that the continuance would not be prejudicial to the public interest.

The Ontario Securities Commission (OSC) granted Atlas Global Brands Inc. a partial revocation of a failure-to-file cease trade order (FFCTO) issued on August 8, 2023, due to the company’s failure to file required financial statements and management’s discussion and analysis (MD&A). The partial revocation permits Atlas to issue shares as consideration for a loan agreement with Cambrosia Ltd., a subsidiary, to address financial hardships. The decision is based on Atlas’s subsequent filings of the overdue documents and the necessity of the loan to sustain operations. The issuance of shares is subject to conditions, including providing the lender with copies of the FFCTO and the partial revocation order, and obtaining an acknowledgment from the lender that the securities will remain subject to the FFCTO. The relevant laws include Section 144 of the Securities Act (Ontario) and National Policy 11-207.

The Securities Commission, along with the British Columbia Securities Commission, issued a revocation order for WPD Pharmaceuticals Inc., which had been under a failure-to-file cease trade order (FFCTO) since July 8, 2022. The company applied for the revocation under National Policy 11-207, which addresses cease trade orders and their revocations across multiple jurisdictions. The decision, primarily led by the British Columbia Securities Commission as the principal regulator, was also adopted by Ontario. The revocation was granted as it met the criteria set out in the relevant securities legislation, specifically under the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144. The FFCTO was officially revoked on May 15, 2024.

The Securities Commission granted an order for Contact Gold Corp. to cease being a reporting issuer in all Canadian jurisdictions. This decision followed an arrangement where Orla Mining Ltd., a compliant reporting issuer, acquired all of Contact Gold’s common shares. Despite Contact Gold having convertible securities held by more than 15 persons in Canada, these securities are now tied to Orla’s shares, and Contact Gold is not required to provide continuous disclosure to their holders. The company is not in default of securities legislation except for not filing certain continuous disclosure documents. The relevant laws include National Policy 11-206 and section 88 of the Securities Act.

The Ontario Securities Commission granted Quadravest Capital Management Inc. and its proposed exchange-traded mutual fund (ETF) relief from two regulatory requirements. First, the ETF is exempt from including an underwriter’s certificate in its prospectus, as Authorized Dealers and Designated Brokers will not perform traditional underwriting roles or receive underwriting fees. Second, normal-course purchases of ETF securities are exempt from take-over bid requirements, as the fluid nature of ETF securities issuance and redemption makes compliance monitoring challenging and could negatively impact liquidity. The decision is based on the Securities Act (Ontario) and National Instrument 62-104.

The Ontario Securities Commission granted Arrow Capital Management Inc. (the Filer) exemptive relief from various requirements under National Instruments 81-101, 41-101, 81-102, and 81-106 for the creation of new mutual funds (Continuing Funds) that will replace existing ones (Terminating Funds) through mergers. The relief allows the Continuing Funds to bypass the seed capital requirement and use the past performance, financial data, and other relevant information of the Terminating Funds in their sales communications and disclosure documents. This ensures continuity and transparency for investors. The decision also permits the consolidation of simplified prospectuses for alternative and conventional mutual funds, reducing administrative burdens. The relief is contingent on specific conditions, including proper disclosure of the mergers and the use of historical data. Relevant legislative provisions include sections from NI 81-101, NI 41-101, NI 81-102, and NI 81-106.

The Ontario Securities Commission granted Sun Life Capital Management (Canada) Inc. (the Filer) an exemption from certain restrictions under National Instrument 31-103, allowing inter-fund trades of private debt securities and mortgages between specified investment and non-investment funds. This decision, applicable across multiple Canadian jurisdictions, permits these trades under conditions ensuring alignment with investment objectives, proper valuation, and independent review. The exemption addresses the unavailability of market prices for these securities, thus facilitating efficient fund management. The decision is underpinned by National Instrument 31-103 and National Instrument 81-107, with compliance requirements including IRC approval and detailed record-keeping.

The Securities Commission granted RealNorth Opportunities Fund’s application to cease being a reporting issuer in all Canadian jurisdictions. The Fund, a trust formed in British Columbia, is in the process of winding up and has ceased all commercial activities. Shareholders approved the liquidation plan, and the Fund has distributed almost all its assets. The Fund committed to providing alternative disclosure to shareholders and notifying the regulator if it resumes business activities. The decision was based on compliance with relevant securities legislation, including the Securities Act of British Columbia and Ontario, and National Policy 11-203.

The Ontario Securities Commission granted Onex Canada Asset Management Inc. (the Filer) exemptive relief from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102) for its Onex Global Special Situations Alternative Fund and future alternative mutual funds. The relief allows these funds to:

1. Sell securities short and borrow cash up to a combined total of 100% of the fund’s net asset value (NAV), exceeding the usual 50% limit.
2. Exceed the 10% issuer concentration limit for short sales of index participation units (IPUs), allowing short sales up to 100% of the fund’s NAV.

The decision is based on the Filer’s representations that these strategies will provide cost savings, better risk management, and more efficient portfolio management. The funds must still comply with the overall 300% aggregate exposure limit for borrowing, short selling, and derivatives. The funds’ prospectuses will disclose these strategies and associated risks. The relief is granted under National Policy 11-203 and Multilateral Instrument 11-102.

The Ontario Securities Commission granted Fidelity Investments Canada ULC (FIC) exemptions from certain self-dealing provisions under National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). This relief allows inter-fund trades in debt securities between Canadian mutual funds, Canadian pooled funds, U.S. mutual funds, and U.S. pooled funds managed by the same or affiliated managers, subject to specific conditions.

Key Facts:
– FIC sought exemptions to facilitate inter-fund trades to optimize trading efficiencies and align Canadian and U.S. regulatory requirements.
– The relief pertains to prohibitions in subsection 4.2(1) of NI 81-102 and subparagraphs 13.5(2)(b)(ii) and (iii) of NI 31-103.
– Conditions include compliance with investment objectives, IRC approval, adherence to U.S. Inter-Fund Trading Rules, and use of third-party dealers for certain trades.

Outcome:
– The Commission granted the requested exemptions, allowing FIC to conduct inter-fund trades under specified conditions.
– FIC must report on these trades biannually to the Ontario Securities Commission.

Relevant Laws:
– National Instrument 81-102 Investment Funds, ss. 4.2(1), 4.3(1), 4.3(2), 19.2.
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5 and 15.1.
– National Instrument 81-107 Independent Review Committee for Investment Funds, s. 6.1(2).

The Ontario Securities Commission granted RBC Global Asset Management Inc. (the Filer) exemptive relief for the RBC QUBE Market Neutral World Equity Fund and RBC QUBE Market Neutral World Equity Fund (CAD Hedged) (collectively, the Funds). The relief allows the Funds to include past performance data from periods when they were distributed on a prospectus-exempt basis in their sales communications, fund facts, and management reports of fund performance (MRFPs), despite not having distributed securities under a simplified prospectus for 12 consecutive months.

Key facts:
1. The Funds were established in 2015 and have been distributed to qualified investors under prospectus exemptions.
2. The Filer plans to file a simplified prospectus to qualify the Funds for public distribution, making them reporting issuers.
3. The Funds will be managed similarly post-qualification, with no changes to investment objectives, fees, or administration.

Reasoning:
1. The past performance data is significant and meaningful for investors.
2. Appropriate disclaimers will be included to ensure the data is not misleading.
3. Financial statements for the period before the Funds became reporting issuers will be available on the Funds’ website and upon request.

Outcome:
The relief was granted with conditions that any sales communications, fund facts, and MRFPs containing past performance data from before the Funds became reporting issuers must disclose that:
1. The Funds were not reporting issuers during that period.
2. Expenses would have been higher if the Funds had been subject to reporting issuer regulations.
3. Exemptive relief was obtained to permit the disclosure.
4. Financial statements for the period are available on the Funds’ website and upon request.

Relevant laws and regulations:
– National Instrument 81-102 Investment Funds
– National Instrument 81-106 Investment Fund Continuous Disclosure
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions

The Securities Commission granted Canoe Financial LP and its managed mutual funds (the Funds) an exemption from certain derivative cover requirements under National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Funds to engage in specific derivative transactions without adhering to the cover requirements typically mandated by sections 2.8(1)(d), 2.8(1)(e), and 2.8(1)(f) of NI 81-102. The relief permits:

1. **Short Derivatives**: Funds can maintain short derivative positions up to 20% of their net asset value, provided they meet certain cash cover requirements.
2. **FX Derivatives**: Funds can substitute currency risks without increasing overall exposure, ensuring the aggregate currency exposure does not exceed the fund’s net asset value.
3. **Interest Rate Derivatives**: Funds can manage interest rate and duration risks by substituting one risk for another without increasing overall exposure.

The decision is based on the belief that these measures will allow the Funds to better achieve their investment objectives without increasing leverage or risk. The Alberta Securities Commission acted as the principal regulator, and the decision is effective across all Canadian jurisdictions except Alberta and Ontario. The exemption is subject to conditions ensuring the Funds’ strategies align with their investment objectives and maintain appropriate risk management practices.

The Ontario Securities Commission granted 1832 Asset Management L.P. (the Filer) exemptive relief for the Dynamic Global Growth Opportunities Fund (the Fund) from specific provisions of National Instrument 81-102, 81-101, and 81-106. This relief allows the Fund to include past performance data in its sales communications, fund facts, and management reports of fund performance (MRFPs) for periods when the Fund was offered on a prospectus-exempt basis, despite not having distributed securities under a simplified prospectus for 12 consecutive months.

Key Facts:
1. The Fund has been managed similarly before and after becoming a reporting issuer.
2. The Fund’s investment objectives and fee structure remain substantially the same.
3. The Fund has complied with NI 81-102, except for a brief period of non-compliance with investment restrictions.

Reasoning:
1. The past performance data is significant and meaningful for investors.
2. Disclosure of this data will include statements clarifying the Fund’s non-reporting issuer status during the relevant period and the potential impact on expenses.

Outcome:
The relief was granted with conditions, including specific disclosures in sales communications, fund facts, and MRFPs, and the availability of financial statements on the Filer’s website.

Relevant Laws:
– National Instrument 81-102 Investment Funds
– National Instrument 81-101 Mutual Fund Prospectus Disclosure
– National Instrument 81-106 Investment Fund Continuous Disclosure
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions

The Ontario Securities Commission granted exemptive relief to 11 investment fund managers, allowing their mutual funds to temporarily borrow up to 10% of their net asset value, exceeding the usual 5% limit set by National Instrument 81-102 (NI 81-102). This relief addresses potential liquidity issues arising from the transition to a T+1 settlement cycle for North American securities, effective May 27, 2024, while some foreign markets retain a T+2 cycle. The relief aims to help funds manage mismatches in settlement timing for redemptions and purchases of securities. Conditions include the requirement for funds to exhaust available liquidity reserves before borrowing and to disclose the borrowing terms in their prospectuses. The decision is valid for three years. Relevant regulations include NI 81-102 and Multilateral Instrument 11-102.

**Summary of Securities Commission Decision:**

**Key Facts:**
– **Issuer:** IBEX Technologies Inc. (the Filer)
– **Jurisdictions:** Québec and Ontario
– **Application:** Order for the Filer to cease being a reporting issuer in all Canadian jurisdictions.

**Reasoning:**
1. The Filer is not an OTC reporting issuer.
2. The Filer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide.
3. The Filer’s securities are not traded on any marketplace in Canada or elsewhere.
4. The Filer is not in default of securities legislation.

**Outcome:**
– The order was granted, allowing IBEX Technologies Inc. to cease being a reporting issuer in all Canadian jurisdictions.

**Relevant Laws/Regulations:**
– **Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii)**
– **National Policy 11-206 Process for Cease to be a Reporting Issuer Applications**
– **Regulation 11-102 respecting Passport System**
– **Regulation 14-101 respecting Definitions**
– **Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets**
– **Regulation 21-101 respecting Marketplace Operation**

The Ontario Securities Commission (OSC) granted consent to Blue Sky Global Energy Corp. to continue its corporate existence under the Business Corporations Act (Alberta) (ABCA) from the Business Corporations Act (Ontario) (OBCA). The decision was made under subsection 21(b) of Ontario Regulation 398/21, as amended. Key points include:

1. Blue Sky Global Energy Corp., an offering corporation under the OBCA, has 52,270,271 common shares listed on the TSX Venture Exchange (TSXV).
2. The company is a reporting issuer in Ontario, British Columbia, and Alberta.
3. The move aims to improve administrative efficiency and reduce costs, as the primary office will be in Alberta.
4. Shareholders approved the continuance with 97.56% of votes in favor, and no dissent rights were exercised.
5. The OSC determined that the continuance would not be prejudicial to the public interest.

The relevant laws and regulations include section 181 of the OBCA, the Securities Act (Ontario), and Ontario Regulation 398/21, as amended.

The Ontario Securities Commission (OSC) granted Plum Financial Group Inc. and Cen-ta Real Estate Ltd. an extension to file a renewal prospectus for their continuous public offering of certain investor services. The original lapse date of their current prospectus was March 17, 2024, which had already been extended to May 17, 2024. The new extension moves the lapse date to September 17, 2024. This decision was based on the fact that the filers are still engaged in discussions with OSC staff regarding their pro forma prospectus and will not be able to file the final prospectus by the previous deadline. The filers have not distributed any securities under the current prospectus and will not do so until a receipt for the final prospectus is issued. The OSC determined that this extension would not be prejudicial to the public interest. The decision was made under subsection 62(5) of the Securities Act (Ontario).

The Ontario Securities Commission (OSC) granted Plum Financial Group Inc. and Cen-ta Real Estate Ltd. an extension for filing a renewal prospectus for their continuous public offering of certain investor services. The original lapse date of their current prospectus was March 17, 2024, and it was initially extended to May 17, 2024. The Filers requested a further extension to September 17, 2024, due to ongoing discussions with OSC staff regarding their pro forma prospectus filed on February 14, 2024. The OSC determined that the extension would not prejudice the public interest, as the Filers have not distributed securities under the current prospectus and will not do so until a receipt for the final prospectus is issued. This decision was made under subsection 62(5) of the Securities Act (Ontario).

The Ontario Securities Commission (OSC) granted an order for TrueContext Corporation to cease being a reporting issuer in all Canadian jurisdictions. This decision was based on National Policy 11-206 and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended. The application was processed under the Multilateral Instrument 11-102 Passport System, with reliance intended in British Columbia and Alberta.

Key facts supporting the decision include:
1. TrueContext Corporation is not an OTC reporting issuer.
2. The company has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
3. Its securities are not traded on any marketplace.
4. TrueContext Corporation is not in default of any securities legislation.

The OSC concluded that the application met the necessary legislative requirements, and thus, the order was granted.

The Ontario Securities Commission (OSC) granted Spirit Banner IV Capital Corp. an order declaring it has ceased to be a reporting issuer in all Canadian jurisdictions. This decision was based on the following key facts: the company is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for recognition in British Columbia and Alberta. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii).

The Ontario Securities Commission granted CI Investments Inc. and its affiliates (the Filer) an exemption from specific restrictions under National Instrument 81-102 Investment Funds (NI 81-102) for their existing and future alternative mutual funds. The exemptions pertain to limits on short selling, cash borrowing, and the combined aggregate value of these activities relative to the fund’s net asset value (NAV).

Key Facts:
– CI Investments Inc. sought relief from subparagraphs 2.6.1(1)(c)(v), 2.6(2)(c), and section 2.6.2 of NI 81-102.
– The relief allows funds to exceed the 50% NAV limit on short selling and cash borrowing, up to 100% of NAV.
– The funds can also exceed the combined aggregate value limit of 50% of NAV for short selling and cash borrowing, provided the total does not surpass 100% of NAV.

Reasoning:
– The Filer argued that the ability to engage in additional short selling and cash borrowing could provide cost savings and more effective portfolio management.
– Physical short positions and cash borrowing are often less costly and more flexible compared to equivalent derivative transactions.
– The Filer has comprehensive risk management policies to address the risks associated with these strategies.

Outcome:
– The exemption was granted with conditions ensuring that the aggregate market value of securities sold short and cash borrowed does not exceed 100% of the fund’s NAV.
– The funds must comply with all other short sale and cash borrowing requirements under NI 81-102 and disclose these capabilities in their prospectuses.

Relevant Laws:
– National Instrument 81-102 Investment Funds, sections 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, and 19.1.
– Multilateral Instrument 11-202 Passport System, subsection 4.7(1).

This decision allows CI’s funds to utilize more flexible and potentially cost-effective investment strategies while maintaining investor protection through stringent risk management and disclosure requirements.

The Ontario Securities Commission granted Sprott Asset Management LP and Sprott Physical Copper Trust an exemption from certain custodian requirements under National Instrument 81-102 Investment Funds. This exemption allows specialized warehouse providers in various countries to act as custodians for the Trust’s copper holdings, provided the copper is stored in LME or CME approved warehouses and fully insured. The decision is based on the Trust’s strategy to invest primarily in physical copper and the specialized nature of copper storage. The relief is subject to conditions ensuring proper storage, insurance, and reconciliation of assets. The relevant laws include sections 6.1(1), 6.2, 6.3, and 19.1 of NI 81-102.

The Securities Commission granted Virgo CX Inc. time-limited relief from certain registrant obligations, the prospectus requirement, and trade reporting requirements. This relief allows Virgo CX to distribute Crypto Contracts and operate a platform for buying, selling, depositing, and withdrawing crypto assets. The relief is subject to conditions including investment limits, account appropriateness assessments, and specific disclosure and reporting requirements. The relief is time-limited and will expire on January 31, 2025. This decision is based on the specific facts and circumstances of Virgo CX’s application and aims to foster capital raising by innovative businesses in Canada. The decision should not be considered a precedent for other filers.

Relevant laws and regulations include:
– Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 1(1), 53, and 74.
– Multilateral Instrument 11-102 Passport System, s. 4.7.
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3.
– OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4.
– OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

The Securities Commission granted Bitbuy Technologies Inc. a time-limited extension of relief from certain prospectus, trade reporting, and marketplace requirements. This interim extension allows Bitbuy to continue distributing Crypto Contracts and operating its platform for buying, selling, staking, and holding Crypto Assets until August 31, 2024, or until client accounts transition to its affiliate, Coinsquare Capital Markets Ltd. (CCML). The decision is based on Bitbuy’s specific circumstances and aims to foster innovation while ensuring regulatory compliance.

Key facts include Bitbuy’s registration as a restricted dealer and its previous relief granted in 2021 and 2023. The extension is necessary due to potential delays in transitioning client accounts to CCML. Bitbuy has been actively working on this transition, including technical and procedural harmonization with CCML and regular updates to the Canadian Investment Regulatory Organization (CIRO).

The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, and various National Instruments and OSC Rules related to marketplace operations and trade reporting. The relief is conditional on Bitbuy’s compliance with previous terms, efforts to complete the transition, and restrictions on new account openings after May 31, 2024. The decision will expire on the earlier of August 31, 2024, or the completion of the client account transition.

The Ontario Securities Commission (OSC) granted TrueContext Corporation’s application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). TrueContext Corporation, headquartered in Ottawa, Ontario, confirmed it does not intend to seek public financing and had previously been declared not a reporting issuer in Ontario or any other Canadian jurisdiction as per an order dated May 29, 2024. The OSC determined that approving this request would not harm the public interest. Consequently, TrueContext Corporation is officially recognized as having ceased to offer its securities to the public.

The Securities Commission granted Tryp Therapeutics Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: the company’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, none of its securities are traded on any marketplace, and the company is not in default of securities legislation. The relevant laws underpinning this decision include section 88 of the Securities Act, R.S.B.C. 1996, c. 418, and section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5. The order was issued by the British Columbia Securities Commission, with reliance on Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Ontario Securities Commission granted Safran S.A. exemptions from prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing to units in a French collective shareholding vehicle (FCPE), which then acquires shares of Safran S.A. The exemptions were necessary because the shares are offered through the FCPE rather than directly by the issuer, making the standard employee exemption inapplicable. Key conditions include providing Canadian participants with disclosure documents, ensuring no inducement based on employment expectations, and maintaining minimal Canadian market presence. The decision is underpinned by the Securities Act, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. The exemptions apply to the 2024 offering and similar offerings over the next five years, subject to specified conditions.

The Ontario Securities Commission granted Arrow Capital Management Inc. relief from sections 6.8(1) and 6.8(2)(c) of National Instrument 81-102 (NI 81-102), which limit the amount of portfolio assets an investment fund can deposit as margin for derivatives transactions. The relief allows the WaveFront Global Diversified Investment Fund and other funds managed by Arrow to deposit up to 35% of their net asset value (NAV) with any single dealer and up to 70% of their NAV in aggregate with all dealers for specified derivatives transactions. This decision facilitates more efficient and flexible investment strategies while reducing operational complexity and costs. The relief is subject to conditions ensuring that the funds only use the margin for exchange-traded specified derivatives and adhere to the specified limits. The decision is based on the representations made by Arrow and is deemed not prejudicial to the public interest. Relevant regulations include NI 81-102 and Multilateral Instrument 11-102.

The Ontario Securities Commission granted Global X Investments Canada Inc. an extension of 37 days for the lapse date of the prospectus for certain exchange-traded mutual funds (ETFs) managed by the company. This extension, moving the lapse date to August 4, 2024, allows the consolidation of the June 2023 prospectus with another prospectus expiring on the same date, reducing costs and streamlining disclosure. The decision was based on the absence of material changes in the funds’ affairs and the ongoing availability of current information. The extension was granted under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5.

The Ontario Securities Commission (OSC) has granted Spirit Banner IV Capital Corp. an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA), deeming it to have ceased offering its securities to the public. The decision follows the Applicant’s representation that it is currently an offering corporation but has no plans for public financing. Additionally, on May 30, 2024, the Applicant was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under the Securities Act (Ontario) and National Policy 11-206. The OSC determined that the order would not harm the public interest.

The Ontario Securities Commission granted Think Research Corporation’s application to cease being a reporting issuer in Canada. Despite having more than 15 securityholders in Ontario, the company has fewer than 51 securityholders in total across Canada. The decision follows the acquisition of all outstanding common shares by Beedie Investments Ltd. and certain directors and officers, resulting in the company becoming privately held. The company has delisted from the TSX Venture Exchange and has no plans for public financing. The decision was based on compliance with the Securities Act (Ontario) and Multilateral Instrument 11-102.

The Ontario Securities Commission (OSC) granted Think Research Corporation’s application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Think Research Corporation, an offering corporation as defined by the OBCA, has its registered office in Toronto and has no plans to seek public financing. Previously, on June 5, 2024, the company was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under National Policy 11-206. The OSC determined that granting this order would not harm the public interest.

The Securities Commission granted an order for Leith Wheeler Core Bond Fund, Leith Wheeler Short Term Income Fund, Leith Wheeler Emerging Markets Equity Fund, Leith Wheeler U.S. Dividend Fund, and Leith Wheeler U.S. Equity Fund to cease being reporting issuers in all Canadian jurisdictions. The decision was based on the facts that the funds are not OTC reporting issuers, their securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and their securities are not traded on any marketplace. Additionally, the funds are not in default of any securities legislation. This decision aligns with the requirements of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Multilateral Instrument 11-102 Passport System.

The Securities Commission reviewed an application from MDF Commerce Inc. to cease being a reporting issuer in all Canadian jurisdictions. The application was made under the relevant securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and the Process for Cease to be a Reporting Issuer Applications outlined in National Policy 11-206.

Key Facts:
1. MDF Commerce Inc. is not an OTC reporting issuer.
2. The company’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide.
3. No securities of MDF Commerce Inc. are traded on any marketplace in Canada or internationally.
4. MDF Commerce Inc. is not in default of any securities legislation.

Reasoning:
The decision was based on the representations that the company met all the criteria for ceasing to be a reporting issuer, including the limited number of securityholders and the absence of public trading of its securities.

Outcome:
The order was granted, and MDF Commerce Inc. ceased to be a reporting issuer in all Canadian jurisdictions.

Relevant Laws:
– Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii)
– National Policy 11-206 Process for Cease to be a Reporting Issuer Applications
– Regulation 11-102 respecting Passport System
– Regulation 14-101 respecting Definitions
– Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets
– Regulation 21-101 respecting Marketplace Operation

The Securities Commission granted Domtar Corporation’s application to cease being a reporting issuer in all Canadian jurisdictions. Following a merger, Domtar became a wholly-owned subsidiary of a private company, and its common shares were delisted from stock exchanges. The only publicly held securities are debt notes, with a small percentage held by Canadian residents. Domtar is not required to remain a reporting issuer under its indentures and will continue to provide financial statements to noteholders. The decision was based on National Policy 11-206 and relevant sections of the Securities Act, CQLR, c. V-1.1, s. 69.

The Ontario Securities Commission (OSC) granted Indigo Books & Music Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Indigo is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System. The OSC concluded that the application met the necessary legislative requirements under the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Ontario Securities Commission (OSC) granted Fusion Pharmaceuticals Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. This decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The application was processed under National Policy 11-206 and Multilateral Instrument 11-102, with the OSC acting as the principal regulator. Fusion Pharmaceuticals met the criteria for this order, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, no securities traded on public marketplaces, and no defaults on securities legislation. Consequently, the OSC concluded that the order was justified and granted it.

The Alberta and Ontario securities regulators have granted Enerplus Corporation’s application to cease being a reporting issuer in all Canadian jurisdictions. This decision is based on several key facts: Enerplus is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, Enerplus is not in default of any securities legislation. The decision was made under the authority of National Policy 11-206 and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Ontario Securities Commission (OSC) granted Evolve Funds Group Inc. (the Filer) relief from the requirement to obtain unitholder approval for the reorganization of the High Interest Savings Account Fund (HISA) under National Instrument 81-102 Investment Funds (NI 81-102). The reorganization involves splitting HISA into two separate mutual fund trusts: a new mutual fund (New Mutual Fund) and the existing exchange-traded mutual fund (Existing ETF). This decision was made in response to regulatory changes and is deemed beneficial for unitholders.

Key facts include:
– The reorganization aims to improve yield for mutual fund unitholders.
– The tax impact on unitholders is expected to be minimal.
– Unitholders will be notified at least 60 days before the reorganization and can redeem their units if they choose.

The OSC’s decision is based on the conditions that the reorganization is approved by the Independent Review Committee (IRC) and that detailed notice is provided to unitholders. The applicable legislative provisions are sections 5.1(1)(f), 5.5(1)(b), and 19.1 of NI 81-102.

The Ontario Securities Commission granted Sprott Physical Copper Trust (the Trust) an exemption from the requirement in paragraph 2.2(d) of National Instrument 44-101 (NI 44-101) to allow the Trust to file a short form or shelf prospectus despite not having completed a financial year or having current annual financial statements or an annual information form (AIF). This decision enables the Trust to expedite future offerings of its units.

Key Facts:
1. The Trust, managed by Sprott Asset Management LP, completed its initial public offering (IPO) on June 7, 2024, and has not yet completed a financial year.
2. The Trust wishes to use a short form or shelf prospectus for future offerings, which is more efficient than a long form prospectus.
3. The Trust has filed audited financial statements for the period from April 12, 2024, to April 19, 2024, and plans to file interim and annual financial statements for 2024.

Reasoning:
The exemption was granted to facilitate the Trust’s ability to raise additional capital efficiently. The Trust will incorporate by reference its IPO financial statements or other audited financial statements, along with required management reports and disclosures, into any short form or shelf prospectus.

Outcome:
The exemption is granted with conditions, including the incorporation of specific financial statements and disclosures into any prospectus filed. The exemption will expire on the earlier of the filing of the Trust’s 2024 annual financial statements or June 7, 2025.

Relevant Laws:
– National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d) and 8.1
– National Instrument 44-102 Shelf Distributions
– National Instrument 81-106 Investment Fund Continuous Disclosure
– Multilateral Instrument 11-102 Passport System

The Ontario Securities Commission granted BMO Asset Management Inc. (the Filer) and its Top Fund, BMO Carlyle Private Equity Strategies Fund, relief from conflict-of-interest investment restrictions under the Securities Act (Ontario). This exemption allows the Top Fund to invest substantially all its assets in Carlyle AlpInvest Private Markets Sub-Fund — I, managed by a third-party asset manager, despite the Filer’s significant interest in the Underlying Investment.

Key Facts:
– The Filer is registered in multiple jurisdictions and manages the Top Fund.
– The Top Fund will invest in the Underlying Investment, a Luxembourg-based alternative investment fund.
– The Underlying Investment will not be a reporting issuer in any Canadian jurisdiction.

Reasoning:
– The investment aligns with the Top Fund’s objectives and provides diversification and access to specialized investment strategies.
– The investment will be made at an objective price, and no duplicative fees will be charged.
– The offering memorandum will disclose potential conflicts of interest and other relevant information to investors.

Outcome:
– The exemption is granted with conditions, including distribution restrictions to accredited investors, disclosure requirements, and ensuring investments are made at an objective price.

Relevant Laws:
– Securities Act (Ontario), ss. 111(2)(b), 111(2)(c), 111(4), and 113.
– National Instrument 45-106 Prospectus Exemptions (NI 45-106).
– Multilateral Instrument 11-102 Passport System (MI 11-102).

The Ontario Securities Commission (OSC) revoked a cease trade order against E Ventures Inc., initially issued due to the company’s failure to file required continuous disclosure documents. The cease trade order, issued in 2003, was a result of E Ventures Inc.’s financial difficulties, which led to non-compliance with Ontario securities law. The company has since remedied these defaults by updating its continuous disclosure filings, including audited annual financial statements, management’s discussion and analysis (MD&A), and related certifications for recent years. The OSC exercised discretion under National Policy 12-202 to not require older outstanding filings. The decision was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The company has undertaken to hold an annual shareholders’ meeting within three months and to issue a news release about the revocation and its future plans.

The Ontario Securities Commission (OSC) granted an order deeming Indigo Books & Music Inc. to have ceased offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Indigo, an offering corporation as defined by the OBCA, has its head office in Toronto and has no plans to seek public financing. Previously, on June 11, 2024, Indigo was declared not a reporting issuer in Ontario or any other Canadian jurisdiction under the Securities Act (Ontario) and National Policy 11-206. The OSC concluded that the order would not harm the public interest.

The Ontario Securities Commission granted Hazelview Alternative Real Estate Fund (the Fund) several exemptions from National Instrument 81-102 Investment Funds (NI 81-102) and related regulations. These exemptions allow the Fund to:

1. **Borrow Cash and Short Sell**: The Fund can borrow cash and short sell up to 100% of its net asset value (NAV), exceeding the usual 50% limit.
2. **Appoint Additional Custodians**: The Fund can appoint more than one custodian, provided they meet specific criteria.
3. **Use Past Performance Data**: The Fund can include past performance data from when it was offered on a prospectus-exempt basis in its sales communications, fund facts, and management reports, even though it hasn’t distributed securities under a simplified prospectus for 12 consecutive months.

These exemptions are subject to conditions ensuring compliance with certain sections of NI 81-102, NI 81-101 Mutual Fund Prospectus Disclosure, and NI 81-106 Investment Fund Continuous Disclosure. The decision aims to provide the Fund with greater operational flexibility while maintaining investor protection.

The Securities Commission granted Permian Resources Corporation’s application to cease being a reporting issuer in British Columbia, Ontario, and Alberta. The decision was based on the fact that the company’s securities are traded exclusively on the New York Stock Exchange, with less than 2% of its securities owned by Canadian residents, who also represent less than 2% of its total security holders. Permian Resources Corporation does not intend to offer its securities publicly in Canada and complies with U.S. securities laws. The decision was made under National Policy 11-203 and National Policy 11-206, with relevant legislative provisions including the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Securities Act, R.S.O. 1990, c. S.5, s. 1(10)(a)(ii).

The Ontario Securities Commission (OSC) granted a partial revocation of a failure-to-file cease trade order (FFCTO) against Advantagewon Oil Corp. (the Issuer) under Section 144 of the Securities Act (Ontario). The FFCTO was initially issued due to the Issuer’s failure to file required continuous disclosure documents, including audited financial statements and management’s discussion and analysis for the year ended December 31, 2022, among other filings.

The Issuer sought the partial revocation to complete a private placement of up to $60,000 through secured promissory notes to accredited investors and family, friends, and business associates. The funds raised will be used to bring the Issuer into compliance with its continuous disclosure obligations, pay outstanding fees, and provide working capital.

The OSC’s decision was based on the Issuer’s representations, including its intention to use the proceeds to update its filings and apply for a full revocation of the FFCTO. The partial revocation is subject to conditions, including providing participants with copies of the FFCTO and the partial revocation order, and obtaining acknowledgments from participants that the securities will remain subject to the FFCTO.

Relevant legislative provisions include Section 144 of the Securities Act (Ontario) and National Policy 11-207.

The Ontario Securities Commission granted Fidelity Investments Canada ULC an extension of the prospectus lapse date for four terminating ETFs until September 6, 2024. This decision was made to align with the ETFs’ planned termination and delisting dates, avoiding unnecessary costs and confusion from renewing the prospectus shortly before termination. The extension was granted under section 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision ensures that the current prospectus remains accurate and up-to-date, with no material changes since its last filing. The extension applies only to the terminating ETFs, not affecting other funds under the same prospectus.

The Ontario Securities Commission (OSC) granted consent to Treasury Metals Inc. to transition from being governed under the Ontario Business Corporations Act (OBCA) to the British Columbia Business Corporations Act (BCBCA). This decision was made under subsection 21(b) of Ontario Regulation 398/21, which requires such a transition to be accompanied by the Commission’s consent. Treasury Metals Inc., originally incorporated in Ontario, sought this transition to facilitate a plan of arrangement with Blackwolf Copper and Gold Ltd. and for greater corporate flexibility under the BCBCA. The company’s shareholders overwhelmingly approved the transition, and no dissenting rights were exercised. The OSC determined that the transition would not be prejudicial to the public interest and consented to the continuance.

The Ontario Securities Commission (OSC) granted Pointe West Golf Club Corp.’s application to cease being a reporting issuer in Ontario. Despite not meeting the simplified procedure criteria under National Policy 11-206 due to having more than 400 securityholders and being in default of certain securities requirements, the OSC approved the application. The decision was based on several factors: the Filer’s shares are not publicly traded, there has been no market creation for its securities, and it has consistently met disclosure obligations except for specific defaults. The decision was supported by a special shareholders’ meeting where the resolution to cease being a reporting issuer was overwhelmingly approved. The relevant law cited is the Securities Act, R.S.O. 1990, c. S.5, as amended, s. 1(10).

The Ontario Securities Commission (OSC) has ruled that trades by BMR GP Inc. and its licensed real estate agents in condohotel units included in a rental program are exempt from sections 25 and 53 of the Securities Act (Ontario), provided certain disclosures are made to purchasers before they enter into an agreement of purchase and sale. This decision is based on the following key points:

1. **Background**: BMR GP Inc., a subsidiary of Freed Corp., is developing condohotels on land adjacent to Blue Mountain Ski Resort. These units will be sold with the option to participate in a rental program managed by BMR or its affiliates.

2. **Disclosure Requirements**: Before entering into a purchase agreement, initial purchasers must receive a comprehensive disclosure document, including details about the project, rental management agreements, risk factors, and financial obligations. Purchasers also have a 10-day rescission period under the Condominium Act.

3. **Rental Program**: Owners of condohotel units must enter into rental management or pooling agreements, which mandate the rental of units for a specified period each year. The agreements outline the responsibilities of the property manager and the financial arrangements for revenue and expense sharing.

4. **Financial Reporting**: The rental management agreements require regular financial reporting to unit owners, including audited annual financial statements and interim unaudited financial statements.

5. **Subsequent Sales**: For subsequent sales of condohotel units, sellers must notify the property manager and provide prospective buyers with updated financial information and a summary of the initial disclosure document.

6. **Exemptions**: The OSC granted exemptions from sections 25 and 53 of the Securities Act, provided the above conditions are met. Additionally, the ruling includes confidentiality provisions to protect sensitive information until marketing begins or 90 days after the decision.

The ruling ensures that purchasers are well-informed and protected, aligning with the requirements of the Securities Act, Condominium Act, and Real Estate and Business Brokers Act.

The Securities Commission granted TC Energy Corporation (the Filer) an exemption from certain requirements under National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107). Specifically, the Filer sought relief from the requirement that financial statements be audited in accordance with Canadian GAAS, as the Filer plans to spin off its Liquids Business into a new company (SpinCo). The financial statements for SpinCo and the spin-out business will be audited in accordance with U.S. GAAS. SpinCo will not initially meet the definition of an SEC Issuer under NI 52-107 but is expected to qualify upon completion of the separation. If SpinCo does not become an SEC Issuer within 20 days post-separation, the Filer and SpinCo must re-file the financial statements audited in accordance with Canadian GAAS. The decision also includes confidentiality provisions for the application materials. The exemption is granted under the condition that the Filer complies with specific disclosure and re-filing requirements if SpinCo does not achieve SEC Issuer status. Relevant legislative provisions include sections 3.2(1), 3.3(1)(a), and 3.14(1) of NI 52-107.

The Ontario Securities Commission granted Evolve Funds Group Inc. an exemption from the requirement under subsection 2.3(1.1) of National Instrument 41-101, which mandates that a final prospectus be filed within 90 days of the preliminary prospectus receipt. The relief extends the filing deadline by an additional 60 days, allowing the final prospectus to be filed by March 30, 2024. This extension ensures that the final prospectus is filed within the same calendar year the fund units are planned to be listed on the TSX, thereby avoiding adverse tax consequences. The funds will not be pre-marketed before their launch. The decision is based on the representations made in the application and will be evidenced by the issuance of a receipt for the fund’s prospectus. Relevant legislative provisions include sections 2.3(1.1) and 19.1 of National Instrument 41-101.

The Ontario Securities Commission (OSC) granted Equate Asset Management Inc. and its Equate Asset Management Total Return Fund (the Fund) an extension for filing and delivering annual and interim financial statements. The Fund, which is not a reporting issuer, primarily invests in other funds (Underlying Funds) with later financial reporting deadlines. The relief allows the Fund to file and deliver annual financial statements within 120 days of its financial year-end and interim financial statements within 90 days of its interim period-end. This decision is based on the impracticality of obtaining timely audited financial statements from the Underlying Funds, which are necessary for the Fund’s own financial reporting. The conditions for this relief include updating the Fund’s offering memorandum to disclose the extended deadlines and notifying investors of the reliance on this relief. The decision is underpinned by National Instrument 81-106 Investment Fund Continuous Disclosure and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission granted Ninepoint Partners LP, on behalf of Canadian Large Cap Leaders Split Corp. (the Fund), an exemption from paragraph 2.2(d) of National Instrument 44-101 (NI 44-101). This exemption allows the Fund to file a short form prospectus under NI 44-101 or a shelf prospectus under National Instrument 44-102 (NI 44-102) despite not having completed a financial year or having current annual financial statements or an annual information form (AIF).

Key Facts:
– The Fund was incorporated on December 19, 2023, and began operations on February 22, 2024.
– The Fund has not yet completed its first financial year and lacks audited financial statements and a current AIF.
– The Fund aims to expedite future offerings of its shares by using a short form or shelf prospectus.

Conditions:
– The Fund must file initial financial statements and a management report of fund performance before filing a preliminary short form or shelf prospectus.
– The Fund must include or incorporate by reference the disclosure required in a current AIF and disclose the exemption decision in the prospectus.
– The exemption expires on the earlier of the filing of the 2024 annual financial statements or April 1, 2025.

Relevant Regulations:
– National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d) and 8.1
– National Instrument 44-102 Shelf Distributions
– National Instrument 81-106 Investment Fund Continuous Disclosure
– Multilateral Instrument 11-102 Passport System

Outcome:
The exemption was granted, enabling the Fund to use a short form or shelf prospectus for subsequent offerings, subject to specified conditions.

The Ontario Securities Commission (OSC) issued a decision under the Commodity Futures Act, R.S.O. 1990, Chapter C. 20, as amended. Effective September 20, 2022, the OSC delegated certain powers and duties to each “Director” as defined in subsection 1(1) of the Act. The term “Director” includes the Chief Executive Officer (CEO), Executive Director, Directors, Deputy Directors, and other designated positions within the Commission.

The CEO has the authority to designate which positions can exercise these delegated powers. The CEO has designated various managerial and supervisory positions across multiple divisions of the Commission, including Corporate Finance, Registration, Inspections and Examinations, Trading and Markets, Enforcement, Investment Management, and the Office of Economic Growth and Innovation. Additionally, roles such as the Head of Sustainable Finance, Special Advisors, Chief Accountant, and Associate Chief Accountant are included.

This designation allows these individuals, along with the CEO, to exercise the delegated powers and perform the duties as specified in the 2022 Delegation and any future delegations, unless otherwise determined by the CEO. This decision was formalized on April 1, 2024.

The Ontario Securities Commission (OSC) issued a delegation on September 20, 2022, under subsection 3(1) of the Securities Act, R.S.O. 1990, Chapter S. 5, as amended. This delegation allows certain powers and duties of the OSC to be exercised by individuals defined as “Directors” under subsection 1(1) of the Act. The Chief Executive Officer (CEO) of the OSC is responsible for designating which positions within the Commission qualify as Directors for these purposes.

Effective April 1, 2024, the CEO designated various managerial and supervisory positions across multiple divisions of the Commission, including Corporate Finance, Registration, Inspections and Examinations, Trading and Markets, Enforcement, Investment Management, and the Office of Economic Growth and Innovation. Specific roles such as the Head of Sustainable Finance, Special Advisors, the Chief Accountant, and Associate Chief Accountant were also designated.

Additionally, the Business Processes Supervisor in the Corporate Finance Division was designated solely for the purpose of granting exemptions from fees for late filing of insider reports under Commission Rule 13-502 Fees. The CEO determined that, apart from the Business Processes Supervisor, all designated Directors could exercise the delegated powers and perform the duties as outlined in the 2022 Delegation and any future delegations, unless otherwise specified by the CEO.

This decision ensures a clear delegation of authority within the OSC, facilitating efficient administrative operations and compliance with the Securities Act.

**Summary of Decision by the Securities Commission**

**Key Facts:**
– Just Kitchen Holdings Inc. (the Filer) applied to cease being a reporting issuer in all Canadian jurisdictions.
– The Filer’s securities are owned by fewer than 50 persons and are not traded on any exchange or market.
– The Filer is a wholly-owned subsidiary of JF Investment Co Ltd. (the Purchaser) following a statutory plan of arrangement.
– The Filer’s shares were delisted from the TSXV on January 30, 2024.
– The Filer is not an OTC reporting issuer and has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.

**Reasoning:**
– The Filer is not in default of securities legislation except for not filing certain continuous disclosure documents, which were due after the completion of the arrangement.
– The Filer has no intention of seeking public financing.
– The Filer meets the criteria under Multilateral Instrument 11-102 and National Policy 11-206, except for the filing default.

**Outcome:**
– The order to cease being a reporting issuer in all Canadian jurisdictions was granted.

**Relevant Laws/Regulations:**
– Securities Act, R.S.B.C. 1996, c. 418, s. 88.
– Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
– Multilateral Instrument 11-102 Passport System.
– National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Securities Commission granted a partial revocation of a cease trade order (FFCTO) against Empower Clinics Inc., which was originally issued due to the company’s failure to file required continuous disclosure documents. Empower Clinics sought the partial revocation to conduct a private placement to raise funds and settle certain debts. The raised funds will be used to prepare and file the outstanding disclosure documents and pay related fees. The decision was based on the company’s representations and subject to conditions, including providing participants with copies of the FFCTO and obtaining acknowledgments that the securities will remain subject to the FFCTO until fully revoked. The relevant laws include Section 144 of the Securities Act (Ontario) and National Policy 11-207.

The Securities Commission granted Farmers Edge Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Farmers Edge Inc. is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, the company is not in default of any securities legislation. The principal regulator for this application was the Manitoba Securities Commission, and the order also applies to other provinces and territories as per Multilateral Instrument 11-102. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Ontario Securities Commission (OSC) granted Fortrade Canada Limited (the Filer) an exemption from the prospectus requirement for distributing contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in certain Canadian jurisdictions. The Filer is registered as an investment dealer in Ontario and other provinces, and is a member of the Canadian Investment Regulatory Organization (CIRO). The decision is based on the Filer’s compliance with CIRO rules and acceptable practices, including providing a risk disclosure document similar to those required for recognized options and OTC derivatives.

Key Facts:
– The Filer is registered in multiple provinces and territories, excluding Quebec and Alberta.
– The Filer’s previous exemptive relief expired in February 2024, and the new relief extends it for up to four years.
– The Filer’s trading platform allows clients to trade CFDs on an execution-only basis, with real-time reporting and automated risk management.
– The Filer is the counterparty to its clients’ CFD trades and manages risk through back-to-back transactions with an affiliate.
– The Filer provides a risk disclosure document to clients before their first CFD transaction and obtains a written acknowledgment from them.

Key Conditions:
– The Filer must remain registered as an investment dealer and a CIRO member.
– All CFD transactions must comply with CIRO rules and acceptable practices.
– The Filer must provide the risk disclosure document to clients and deliver a copy to the OSC.
– The Filer must inform the OSC of any material changes or regulatory proceedings against it.
– The relief will expire in four years or upon the introduction of new legislation or rules regarding CFD distribution.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, ss. 53 and 74(1)
– OSC Rule 91-502 Trades in Recognized Options
– Proposed OSC Rule 91-504 OTC Derivatives (not adopted)
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations
– CIRO Rules and Acceptable Practices

Outcome:
The OSC granted the requested relief, allowing the Filer to continue offering CFDs under specified conditions for an interim period of up to four years.

The Ontario Securities Commission granted Canntab Therapeutics Limited a partial revocation of a cease trade order (FFCTO) issued due to the company’s failure to file required financial statements. Canntab sought this partial revocation to conduct a private placement to raise up to $100,000 from accredited investors. The funds will be used to address outstanding fees, prepare and file overdue financial documents, and for general working capital. The decision was based on Canntab’s representations and compliance with specific conditions, including informing investors about the FFCTO and obtaining their acknowledgment of the ongoing trade restrictions. The relevant legislative provisions include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207.

The Securities Commission issued a partial revocation of a cease trade order (FFCTO) against Major Precious Metals Corp. due to its failure to file required financial documents. The company sought this partial revocation to conduct a private placement to raise $750,000, which will be used to update its financial filings and cover related expenses. The decision was based on the company’s representations and the need to bring its continuous disclosure obligations up to date. The partial revocation is conditional on potential investors receiving copies of the FFCTO, the partial revocation order, and written notice that the securities will remain subject to the FFCTO until fully revoked. The relevant legislative provisions include sections 127 and 144 of the Securities Act (Ontario) and National Policy 11-207.

The Securities Commission granted Luminex Resources Corp.’s application to cease being a reporting issuer in Canada. This decision follows Luminex’s acquisition by Adventus Mining Corporation, a compliant reporting issuer. Despite Luminex’s securities being owned by more than 50 persons, they are not traded on any exchange. The convertible securities of Luminex are now linked to Adventus shares, and Luminex is not obligated to provide continuous disclosure to these security holders. The decision is based on compliance with the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Securities Act, R.S.O. 1990, c.S.5, as amended, s. 1(10)(a)(ii).

The Securities Commission granted Highlander Silver Corp. an exemption from the requirement to include audited financial statements for certain holding companies in its Business Acquisition Report (BAR). Highlander Silver Corp. is acquiring shares of San Luis Resource (BVI) Inc. and Silver Standard Peru (BVI) Inc., which hold interests in Reliant Ventures S.A.C., the operating company of the San Luis silver-gold project in Peru. The holding companies have no material assets, liabilities, or operations other than their interests in Reliant, and their financial statements do not exist. The BAR will instead include audited financial statements of Reliant and sufficient alternative information about the acquisition. This decision is based on National Instrument 51-102 Continuous Disclosure Obligations, sections 8.4 and 13.1, and was processed under Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission (OSC) revoked a cease trade order (FFCTO) against Intellabridge Technology Corporation. The FFCTO was initially issued on May 6, 2022, due to the company’s failure to file required continuous disclosure documents under Ontario securities law. Intellabridge subsequently remedied these defaults by updating its filings. The revocation was granted under section 144 of the Securities Act, R.S.O. 1990, c. S.5, and in accordance with National Policy 11-207, which governs failure-to-file cease trade orders and their revocations across multiple jurisdictions. The OSC confirmed that the conditions for revocation were met, leading to the FFCTO being lifted on April 12, 2024.

The Securities Commission granted First West Credit Union an exemption from the prospectus requirement for distributing membership shares to prospective members. This decision allows the credit union to continue its operations as a federal credit union under the Bank Act (Canada), following its transition from provincial regulation under the Credit Union Incorporation Act (British Columbia). The exemption aligns with existing provincial exemptions for credit unions and is contingent upon First West’s continued regulation by the Office of the Superintendent of Financial Institutions. The relevant legislative provisions include sections 53, 73.1(6), and 74(1) of the Securities Act, R.S.O. 1990, c. S.5.

The Ontario Securities Commission granted Toronto Cleantech Capital Inc. (the Filer) an exemption from the requirement under National Instrument 52-107 that financial statements must be accompanied by an auditor’s report with an unmodified opinion. The exemption pertains to the audited financial statements of THS L.P. (THS LP) for the year ended November 30, 2022, which contain a modified opinion due to a scope limitation on inventory verification. This relief was granted because the auditors were unable to verify inventory physically for that period but provided an unmodified opinion for the subsequent year. The decision is conditional on the Filer including the audited financial statements for both 2022 and 2023 in its Filing Statement, with the only modification being the inventory qualification for 2022. This decision aligns with the provisions of National Instrument 52-107 and Companion Policy 41-101CP.

The Ontario Securities Commission granted AGF Investments Inc. an exemption from certain short selling restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This decision allows the AGF Alternative Income Credit Fund and future similar funds to short sell government securities up to 300% of their net asset value (NAV), exceeding the usual 50% limit. The exemption supports the fund’s hedging strategy, which involves taking long positions in corporate bonds and short positions in government bonds to mitigate interest rate risks. The Commission found that short selling government securities is less complex, less expensive, and less risky compared to using derivatives. The funds must comply with specific controls and disclosure requirements, ensuring that their aggregate exposure to short selling, cash borrowing, and derivatives does not exceed 300% of NAV. The decision is based on sections 2.6.1, 2.6.2, and 19.1 of NI 81-102.

The Securities Commission granted Trilogy International Partners Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: the company’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide; none of its securities are traded on any marketplace; and the company is not in default of any securities legislation. The application was processed under Multilateral Instrument 11-102 and National Policy 11-206, with the British Columbia Securities Commission acting as the principal regulator. The relevant legislative provisions include section 88 of the Securities Act, R.S.B.C. 1996, c. 418, and section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5.

The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from prospectus and trade reporting requirements to distribute Crypto Contracts to permitted clients. This decision revokes a prior decision and is effective for two years. The relief is subject to conditions including specific disclosure and reporting requirements, and it aims to foster innovative businesses in Canada without setting a precedent for other filers.

Key Facts:
– The Filer is registered as an investment dealer and offers services related to Crypto Contracts and custody of Crypto Assets.
– The Filer’s clients include institutional clients and permitted clients.
– The Filer uses Fidelity Digital Asset Services, LLC (FDAS) as a foreign custodian and may use additional liquidity providers.

Reasoning:
– The decision aligns with the Canadian Securities Administrators’ (CSA) goal of balancing innovation with investor protection and market efficiency.
– The Filer has established policies and procedures to manage risks and ensure compliance with regulatory requirements.

Outcome:
– The Filer is granted relief from prospectus and trade reporting requirements, subject to conditions including maintaining appropriate disclosures, using acceptable custodians, and providing regular reports to regulators.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended, sections 1(1), 53, and 74.
– Multilateral Instrument 11-102 Passport System, section 4.7.
– OSC Rule 91-506 Derivatives: Product Determination, sections 2 and 4.
– OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

The Ontario Securities Commission (OSC) granted Orford Mining Corporation’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Orford Mining is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not publicly traded on any marketplace. Additionally, Orford Mining is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System, applicable in British Columbia and Alberta. The OSC determined that the application met the necessary legal criteria under the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Securities Commission granted Fidelity Clearing Canada ULC (the Filer) time-limited relief from prospectus and trade reporting requirements, allowing it to distribute Crypto Contracts to permitted clients. This decision revokes a prior decision and is valid for two years. The relief is subject to conditions including disclosure and reporting requirements to foster innovation while ensuring investor protection and market efficiency.

Key Facts:
– The Filer is registered as an investment dealer and a member of CIRO.
– The Filer offers services involving the custody and trading of Crypto Assets through Crypto Contracts.
– The Filer uses Fidelity Digital Asset Services, LLC (FDAS) and other liquidity providers for custody and trade execution.
– The Filer ensures compliance with CIRO rules and conducts due diligence on Crypto Assets and liquidity providers.

Reasoning:
– The decision aims to balance innovation in the Canadian capital markets with regulatory mandates for investor protection and market fairness.
– The Filer’s operations are tailored to specific facts and circumstances, and this decision is not a precedent for other filers.

Outcome:
– The Filer is granted relief from prospectus and trade reporting requirements for two years, subject to conditions including:
– Maintaining registration and CIRO membership.
– Providing services only to specified clients.
– Ensuring FDAS or other acceptable custodians hold client Crypto Assets.
– Delivering risk and asset statements to clients.
– Reporting quarterly to the Principal Regulator and Coordinated Review Decision Makers.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, ss. 1(1), 53 & 74.
– Multilateral Instrument 11-102 Passport System, s. 4.7.
– OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4.
– OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

The Securities Commission granted an exemption to Daniel Drimmer and his affiliates from the take-over bid requirements under National Instrument 62-104 (NI 62-104) in connection with their proposed normal course purchases of Class A Units of Northview Residential REIT. The exemption allows Drimmer and his affiliates to acquire additional Class A Units in the market, provided these purchases comply with section 4.1 of NI 62-104, with specific modifications for calculating the 5% purchase limit. The decision was based on the facts that Drimmer’s acquisition of a large block of convertible securities was approved by minority security holders, and the purchases aim to provide market liquidity without seeking control of the REIT. The Alberta Securities Commission acted as the principal regulator, and the decision is also recognized by the Ontario Securities Commission.

The Securities Commission granted BMO Investments Inc. (the Filer) an exemption for its existing and future investment funds from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption allows these funds to invest up to 10% of their net assets in securities of SICAV Funds governed by Luxembourg laws and UCITS Funds governed by the Central Bank of Ireland, despite these underlying funds not being subject to NI 81-102 or being reporting issuers in Canada.

Key Facts:
– The Filer is a subsidiary of the Bank of Montreal and manages various investment funds.
– The exemption applies to both existing and future funds managed by the Filer.
– The underlying foreign funds are subject to similar investment restrictions and disclosure requirements as the top funds.

Reasoning:
– The exemption is deemed to be in the best interests of the funds as it allows for diversification and cost-effective investment strategies.
– The underlying funds are regulated under robust frameworks similar to NI 81-102, ensuring investor protection.

Outcome:
– The exemption is granted with conditions, including that the underlying funds must qualify as UCITS and comply with UCITS Regulations.
– The funds must not invest more than 10% of their net assets in these underlying funds.
– The funds must cease investing in the underlying funds if their regulatory regime changes materially.

Relevant Laws:
– National Instrument 81-102 Investment Funds, sections 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c), and 19.1.
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Alberta Securities Commission granted Baytex Energy Corp. relief from the formal issuer bid requirements under National Instrument 62-104. Baytex sought to conduct a normal course issuer bid (NCIB) through the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). The relief allows Baytex to purchase its common shares on U.S. markets beyond the 5% limit imposed by the Published Markets Exemption, up to the TSX NCIB rules’ maximum aggregate limit of 10% of the public float.

Key Facts:
– Baytex is a reporting issuer in Canada and the U.S., with shares listed on the TSX and NYSE.
– Baytex completed a significant acquisition, increasing its U.S. shareholder base and trading volume on U.S. markets.
– The company initiated a NCIB to repurchase up to 10% of its public float.
– Baytex’s trading volume on U.S. markets surpassed that on the TSX, prompting the need for relief from the 5% limit on U.S. market purchases.

Reasoning:
– The relief aligns with the TSX NCIB rules and U.S. regulations, ensuring compliance with market manipulation safeguards.
– The decision supports Baytex’s ability to repurchase shares efficiently given the higher trading volume on U.S. markets.

Outcome:
– The exemption was granted with conditions, including compliance with U.S. and Canadian trading rules, issuance of a press release detailing the exemption, and adherence to the 10% aggregate limit over a 12-month period.

Relevant Laws:
– National Instrument 62-104 Take-Over Bids and Issuer Bids
– National Instrument 23-101 Trading Rules
– TSX NCIB Rules
– U.S. Securities Exchange Act of 1934, Rule 10b-18

The Ontario Securities Commission (OSC) has granted Orford Mining Corporation’s application to be deemed as no longer offering its securities to the public under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The decision was based on several key facts: Orford Mining Corporation is currently an offering corporation, has no plans to seek public financing, and was previously granted an order stating it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that this order would not be prejudicial to the public interest. The relevant laws underpinning this decision include subsection 1(6) of the OBCA and subclause 1(10)(a)(ii) of the Securities Act (Ontario).

The Ontario Securities Commission granted Franklin Templeton Investments Corp. and its managed funds, including the Franklin S&P 500 Dividend Aristocrats Covered Call Index ETF and Franklin S&P/TSX Canadian Dividend Aristocrats Covered Call Index ETF, an exemption from the margin deposit limits specified in National Instrument 81-102 (NI 81-102). The exemption allows these funds to deposit up to 35% of their net asset value (NAV) with any one dealer and up to 70% of their NAV with all dealers combined for transactions involving exchange-traded specified derivatives. This decision, based on the need for efficient and flexible investment strategies, reduces operational complexity and costs associated with using multiple dealers. The relief is conditional on the funds not investing in non-exchange traded derivatives and adhering to the specified margin limits. The relevant legislative provisions include NI 81-102 sections 6.8(1), 6.8(2)(c), and 19.1.

The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (FFCTO) against Euromax Resources Ltd. The FFCTO was initially imposed due to the company’s failure to file required annual financial statements, management’s discussion and analysis, annual information form, and related certifications. Euromax applied for a partial revocation to conduct a private placement, aiming to raise approximately C$1.2 million from accredited investors and insiders. The funds will be used to comply with continuous disclosure obligations, pay outstanding fees, and for working capital.

The OSC granted the partial revocation under Section 144 of the Securities Act, R.S.O. 1990, c. S.5, subject to conditions including providing subscribers with copies of the FFCTO and the partial revocation order, and obtaining acknowledgments from subscribers that the securities will remain subject to the FFCTO. The order will terminate upon the closing of the private placement or 60 days from the date of the order.

The Alberta and Ontario securities regulators have granted Exxon Mobil Corporation’s application to cease being a reporting issuer in Canada. The decision is based on the company’s minimal market presence in Canada, with Canadian residents holding less than 2% of its securities, except for common shares and three series of USD notes. Exxon Mobil, a New Jersey corporation with its head office in Texas, complies with U.S. securities laws and has no intention of listing its securities or seeking public financing in Canada. The company has informed Canadian securityholders of its application and will continue to provide them with U.S. disclosure documents. This decision aligns with National Policy 11-206 and section 1(10)(a)(ii) of the Ontario Securities Act.

The Ontario Securities Commission (OSC) granted a partial revocation of a failure-to-file cease trade order (FFCTO) against Humble & Fume Inc. The FFCTO was initially issued due to the company’s failure to file required interim financial statements, management’s discussion and analysis, and related certifications. Humble & Fume Inc. sought the partial revocation to facilitate a court-approved transaction under the Companies’ Creditors Arrangement Act (CCAA), involving the sale of shares and assets to 1000760498 Ontario Inc. The court had previously approved this transaction, which includes the issuance of new shares and the assumption of certain debts.

The partial revocation is conditional upon the purchaser receiving copies of the FFCTO, the partial revocation order, and a written notice acknowledging that all securities will remain subject to the FFCTO until a full revocation is granted. The order will terminate upon the completion of the transaction or 60 days from the date of the order, whichever comes first. The decision was made under Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207.

The Alberta and Ontario securities regulators received an application from Athabasca Minerals Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. The application was evaluated under National Policy 11-206 and the relevant sections of the Securities Act, R.S.O. 1990, c.S.5, as amended. The Filer met the criteria for this status change, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and no securities traded on any marketplace. The Filer was also not in default of any securities legislation. The Alberta Securities Commission acted as the principal regulator, and the order was granted, effectively ceasing the Filer’s reporting issuer status across Canada.

The Securities Commission granted Gold Line Resources Ltd.’s application to cease being a reporting issuer in all Canadian jurisdictions. Key facts include that the company’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on any marketplace. The company is not an OTC reporting issuer and is not in default of any securities legislation. The decision was based on Multilateral Instrument 11-102 and National Policy 11-206, with the British Columbia Securities Commission acting as the principal regulator. The order was issued under the relevant sections of the Securities Acts of British Columbia and Ontario.

In the decision regarding Binance Holdings Limited, the Securities Commission examined allegations of regulatory non-compliance by the cryptocurrency exchange. The key issues included operating without proper registration and failing to meet the standards required for investor protection and market integrity.

The Commission found that Binance had engaged in activities that required registration under securities laws but had not obtained the necessary approvals. This non-compliance was deemed a significant risk to investors and the broader financial market.

As a result, the Commission ordered Binance to cease all unregistered activities and take corrective measures to comply with regulatory requirements. The decision was grounded in securities regulations that mandate proper registration and adherence to standards designed to protect investors and ensure market integrity.

The Securities Commission issued a decision regarding Binance Holdings Limited, focusing on its compliance with securities laws. The key facts include Binance’s operations and offerings that potentially fall under the definition of securities, necessitating regulatory oversight. The Commission’s reasoning centered on the need to protect investors and ensure market integrity, highlighting Binance’s failure to register and comply with local securities regulations. The outcome was a directive for Binance to cease certain activities and take corrective measures to align with regulatory requirements. The decision was underpinned by relevant securities laws that mandate registration and adherence to regulatory standards for entities dealing in securities.

The Ontario Securities Commission (OSC) has revoked a failure-to-file cease trade order (FFCTO) against Greenbank Capital Inc. The FFCTO was initially issued on December 4, 2023, due to Greenbank’s failure to file required continuous disclosure documents, including annual audited financial statements, management’s discussion and analysis (MD&A), and certifications for the year ended July 31, 2023. Additionally, Greenbank failed to file interim financial statements, related MD&A, and executive compensation statements for the period ended October 31, 2023.

Greenbank has since remedied these defaults by filing all outstanding documents, ensuring compliance with National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings. The company is now up-to-date with its continuous disclosure obligations and has paid all outstanding fees. Greenbank has also committed to holding an annual meeting within three months of the FFCTO’s revocation and will issue a news release to announce the revocation.

The OSC, satisfied that Greenbank has met the necessary requirements, has granted the full revocation of the FFCTO under sections 127 and 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The Ontario Securities Commission (OSC) granted consent to Tricon Residential Inc. to continue as a corporation under the Business Corporations Act (British Columbia) (BCBCA). This decision was made under section 181 of the Business Corporations Act (Ontario) (OBCA) and section 21(b) of Ontario Regulation 398/21.

Key Facts:
1. Tricon Residential Inc. is an offering corporation under the OBCA with its shares listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE).
2. Tricon entered into an arrangement agreement with Creedence Acquisition ULC, a British Columbia entity, for acquisition by Blackstone Real Estate entities.
3. The arrangement was approved by shareholders and the Ontario Superior Court of Justice, and completed on May 1, 2024.
4. Post-acquisition, Tricon intends to delist from TSX and NYSE, cease being a reporting issuer, and undergo restructuring, including continuance under the BCBCA.

Reasoning:
– The OSC found that the continuance would not prejudice the public interest.
– The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA.
– Tricon is in compliance with all relevant regulations and is not involved in any proceedings under the OBCA, the Securities Act (Ontario), or related legislation.

Outcome:
The OSC consented to Tricon Residential Inc.’s continuance under the BCBCA, facilitating the company’s post-closing restructuring plans.

The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (FFCTO) against Molecule Holdings Inc. (the Issuer), which was initially imposed due to the Issuer’s failure to file its audited annual financial statements and other required documents. The Issuer sought this partial revocation to proceed with a debt settlement transaction and a private placement to raise funds. The raised funds will be used to comply with continuous disclosure obligations, pay outstanding fees, and for working capital.

Key Facts:
– The Issuer is a reporting entity in Ontario, Alberta, British Columbia, and Québec.
– The FFCTO was issued on March 5, 2024, due to non-compliance with filing requirements.
– The Issuer plans to amend the terms of its unsecured debentures and conduct a private placement to raise up to $300,000.

Reasoning:
– The Issuer intends to use the proceeds from the private placement to file overdue financial statements and meet other regulatory requirements.
– The Issuer has halted discussions with debenture holders and potential investors since the FFCTO was issued.
– The proposed transactions will be conducted in compliance with applicable securities laws and exemptions.

Outcome:
– The OSC granted a partial revocation of the FFCTO, allowing the Issuer to proceed with the debt settlement and private placement, subject to conditions.
– Conditions include obtaining signed acknowledgments from participants that the acquired securities will remain subject to the FFCTO until a full revocation is granted, and providing copies of the FFCTO and partial revocation order to all participants.

Relevant Laws:
– Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144.
– National Instrument 45-106 Prospectus Exemptions.

The Securities Commission granted MediaValet Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the following key facts: MediaValet Inc. is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace. Additionally, MediaValet Inc. is not in default of any securities legislation. The relevant laws underpinning this decision include the Securities Act of British Columbia (s. 88) and Ontario (s. 1(10)(a)(ii)), as well as Multilateral Instrument 11-102 and National Policy 11-206. The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the Ontario regulator.

The Ontario Securities Commission granted Stellantis N.V. (the Filer) relief from the prospectus and registration requirements for trades made in connection with an employee share offering. The Filer, a Netherlands-based corporation, cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 because the securities are offered through special purpose entities (FCPEs) rather than directly by the issuer. Canadian participants will receive disclosure documents, and the FCPEs are supervised by the local securities regulator. Participation is voluntary, and there is no market for the issuer’s securities in Canada. The number of Canadian participants and their share ownership are minimal.

The decision is based on the following key points:
1. The Filer is not a reporting issuer in Canada and has no intention of becoming one.
2. The employee share offering involves subscribing for units in a temporary FCPE, which will merge with a principal FCPE.
3. The units will be subject to a three-year lock-up period, with certain exceptions.
4. The units and shares are not listed for trading in Canada.
5. Canadian employees will receive comprehensive disclosure documents.

The relief is granted subject to conditions, including that the first trade in any units or shares acquired by Canadian participants must meet specific criteria, such as being made through an exchange outside of Canada. The decision also applies to subsequent employee offerings within five years, provided the representations remain true and correct.

Relevant legislative provisions include the Securities Act, National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503.

The Alberta Securities Commission and the Ontario Securities Commission have granted NOVA Gas Transmission Ltd.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: the company is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the company is not in default of any securities legislation. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and the process outlined in National Policy 11-206.

The Securities Commission granted L’Oréal an exemption from the prospectus and dealer registration requirements for trades related to an employee share offering. The offering involves Canadian employees subscribing to units in French collective shareholding vehicles (FCPEs), which then purchase L’Oréal shares. The units are subject to a five-year lock-up period, with certain exceptions. The FCPEs are regulated by the French AMF, and there is no market for L’Oréal shares in Canada. The exemption is subject to conditions, including a five-year sunset clause. Relevant laws include the Securities Act, R.S.O. 1990, c. S.5, and Ontario Securities Commission Rule 72-503.

The Ontario Securities Commission (OSC) granted Tricon Residential Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: Tricon is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any marketplace, and it is not in default of any securities legislation. The application relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System, and the OSC, as the principal regulator, confirmed that the order met the necessary legislative criteria under the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Ontario Securities Commission (OSC) granted consent to Tiidal Gaming Group Corp. to continue its incorporation under the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision was based on the application by Tiidal Gaming Group Corp., which sought to leverage the increased flexibility of the BCBCA for future corporate transactions. The company, originally incorporated in Ontario, has undergone several name changes and is listed on the Canadian Securities Exchange and OTC Markets. The application was supported by a special resolution approved by 99% of the shareholders, with no dissenting votes. The OSC determined that the continuance would not be prejudicial to the public interest, and Tiidal Gaming Group Corp. will remain a reporting issuer in Ontario, British Columbia, and Alberta. The relevant laws and regulations cited include section 181 of the OBCA, subsection 21(b) of Ontario Regulation 398/21, and the Securities Act (Ontario).

The Ontario Securities Commission (OSC) granted Atlas Global Brands Inc. a partial revocation of a failure-to-file cease trade order (FFCTO) issued on August 8, 2023. The FFCTO was initially imposed due to the company’s failure to file required financial statements and management’s discussion and analysis (MD&A) for the fiscal year ending March 31, 2023, as mandated by National Instrument 51-102 and National Instrument 52-109. Subsequent failures included not filing interim financial statements and related MD&A for the periods ending June 30, September 30, and December 31, 2023.

Atlas Global Brands sought the partial revocation to complete a private placement under a loan agreement with Cambrosia Ltd., a subsidiary, which involved issuing 3,693,444 common shares to the lender as consideration. The loan agreement was necessary to sustain operations and address financial hardships, with the loan proceeds used for critical payments and legal claims.

The OSC granted the partial revocation under Section 144 of the Securities Act (Ontario), subject to conditions including providing the lender with copies of the FFCTO and the partial revocation order, and obtaining a signed acknowledgment from the lender that the securities remain subject to the FFCTO. The order will terminate upon the completion of the share issuance or 60 days from the order date.

**Summary of Decision:**

The Securities Commission granted Contact Gold Corp.’s application to cease being a reporting issuer in all Canadian jurisdictions. This decision follows an arrangement where Orla Mining Ltd. acquired all of Contact Gold’s common shares, making Contact Gold a wholly-owned subsidiary of Orla. Despite having convertible securities owned by more than 15 persons in Canada, Contact Gold is not required to provide continuous disclosure to these holders. The company is not in default of securities legislation, except for not filing certain continuous disclosure documents. The decision is based on National Policy 11-206 and section 88 of the Securities Act.

The Ontario Securities Commission granted Onex Canada Asset Management Inc. (the Filer) exemptive relief on behalf of its managed funds, including the Onex Global Special Situations Alternative Fund and future alternative mutual funds, from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The relief pertains to limits on short selling, cash borrowing, and issuer concentration.

Key Facts:
1. The Filer sought exemptions to allow its funds to sell securities short and borrow cash up to 100% of the fund’s net asset value (NAV), exceeding the standard 50% limit.
2. The Filer also requested relief from the restriction that limits short selling of a single issuer’s securities to 10% of the fund’s NAV, specifically for index participation units (IPUs).

Reasoning:
1. The Filer argued that market-neutral strategies, which involve balancing long and short positions, require the ability to exceed the current limits to effectively manage risk and generate returns.
2. Physical short selling and cash borrowing are often more cost-effective and flexible compared to using derivatives.
3. IPUs are diversified and liquid, reducing the risks associated with short selling a single issuer’s securities.

Outcome:
The Commission granted the requested exemptions, subject to conditions ensuring that:
1. The aggregate market value of all securities sold short and the value of cash borrowed do not exceed 100% of the fund’s NAV.
2. The fund’s aggregate exposure to short selling, cash borrowing, and specified derivatives does not exceed 300% of the fund’s NAV.
3. The funds’ prospectuses disclose these capabilities and associated risks.

Relevant Laws:
– National Instrument 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6(2)(c), 2.6.2, 2.6.1(1)(c)(iv), and 19.1.
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission granted Quadravest Capital Management Inc. and its proposed exchange-traded mutual fund (ETF) relief from two regulatory requirements. First, the ETF is exempt from including an underwriter’s certificate in its prospectus, as Authorized Dealers and Designated Brokers will not perform traditional underwriting roles or receive underwriting fees. Second, normal-course purchases of ETF securities are exempt from take-over bid requirements, as the fluid nature of ETF securities issuance and redemption makes monitoring compliance challenging and could adversely impact liquidity. The decision is based on the Securities Act (Ontario) and National Instrument 62-104.

The Ontario Securities Commission granted Arrow Capital Management Inc. and its funds (the Continuing Funds and Other Alternative Funds) exemptive relief from various requirements under National Instruments 81-101, 41-101, 81-102, and 81-106. This relief allows the Continuing Funds to bypass the seed capital requirement, use the past performance and financial data of their corresponding Terminating Funds in sales communications and regulatory documents, and consolidate the simplified prospectus of alternative mutual funds with conventional mutual funds. The decision facilitates the merger of Terminating Funds into Continuing Funds, ensuring continuity and transparency for investors. The relief is granted under specific conditions, including proper disclosure of the mergers and the use of past performance data. Relevant legislative provisions include NI 81-101, NI 41-101, NI 81-102, and NI 81-106.

The Ontario Securities Commission granted Sun Life Capital Management (Canada) Inc. (the Filer) an exemption from certain restrictions under National Instrument 31-103, allowing inter-fund trades of private debt securities and mortgages between specific investment and non-investment funds. This decision is based on the Filer’s representations and is subject to several conditions, including adherence to valuation procedures, independent review committee (IRC) approval, and detailed record-keeping. The exemption aims to provide liquidity and access to investments that might not be available in the market, ensuring that transactions are in the best interest of the funds involved. The decision also requires disclosure to investors about the nature and valuation of these transactions. Relevant regulations include NI 31-103, NI 81-107, and NP 29.

The Ontario Securities Commission granted Fidelity Investments Canada ULC (FIC) exemptions from certain self-dealing prohibitions under National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). This allows inter-fund trades in debt securities between investment funds subject to NI 81-102 and Canadian pooled funds, as well as U.S. mutual and pooled funds managed by the same or affiliated managers, under specific conditions.

Key conditions include:
1. Trades must align with the investment objectives of the involved funds.
2. Approval from the Independent Review Committee (IRC) of the Canadian funds.
3. Compliance with U.S. inter-fund trading rules for U.S. funds.
4. Use of third-party CIRO registered dealers or U.S.-registered broker-dealers for certain trades to meet market integrity requirements.

The decision aims to optimize trading efficiencies and ensure compliance with both Canadian and U.S. regulations. The relief is subject to ongoing reporting requirements to the Ontario Securities Commission.

The Ontario Securities Commission granted RBC Global Asset Management Inc. (the Filer) exemptive relief for the RBC QUBE Market Neutral World Equity Fund and RBC QUBE Market Neutral World Equity Fund (CAD Hedged) (collectively, the Funds). The relief allows the Funds to include past performance data in sales communications and other disclosures, even though this data pertains to periods before the Funds became reporting issuers and before they distributed securities under a simplified prospectus for 12 consecutive months.

Key Facts:
1. The Funds were established in 2015 and have only been distributed to qualified investors under prospectus exemptions.
2. The Filer plans to file a simplified prospectus to qualify the Funds for public distribution, making them reporting issuers.
3. The Funds will continue to be managed similarly to their pre-reporting issuer period, with no changes to their investment objectives, fees, or day-to-day administration.

Reasoning:
1. The Filer argued that the past performance data from the Funds’ inception is significant and meaningful for investors.
2. The inclusion of this data would not be misleading if accompanied by appropriate disclaimers.
3. The financial statements for the period before the Funds became reporting issuers will be made available on the Funds’ website and upon request.

Outcome:
The Commission granted the relief, allowing the Funds to use past performance data in their sales communications, fund facts documents, and management reports of fund performance (MRFPs). The decision is subject to conditions, including specific disclosures in any communications containing past performance data and the availability of financial statements on the Funds’ website.

Relevant Laws/Regulations:
– National Instrument 81-102 Investment Funds
– National Instrument 81-106 Investment Fund Continuous Disclosure
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions
– Multilateral Instrument 11-102 Passport System

The Securities Commission granted Canoe Financial LP and its managed mutual funds (the Funds) an exemption from certain derivative cover requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows the Funds to:

1. Substitute currency, interest rate, or duration risks without increasing overall risk or leverage.
2. Create synthetic short positions up to 20% of the fund’s net asset value.
3. Adjust currency exposure without exceeding the fund’s net asset value.

Key conditions include maintaining adequate cash cover, monitoring aggregate exposures, and ensuring compliance with the Funds’ investment objectives and strategies. This decision aligns with the regulatory framework to prevent leveraging and manage risks effectively. The exemption is deemed in the best interest of the Funds and not prejudicial to the public interest.

Relevant legislative provisions include sections 2.8(1)(d), 2.8(1)(e), 2.8(1)(f), and 19.1 of NI 81-102.

The Ontario Securities Commission granted exemptive relief to 1832 Asset Management L.P. for the Dynamic Global Growth Opportunities Fund, allowing the Fund to use past performance data from a period when its securities were distributed on a prospectus-exempt basis. This relief pertains to sections of National Instrument 81-102, 81-101, and 81-106, which typically restrict the inclusion of such data in sales communications, simplified prospectuses, fund facts, and management reports of fund performance (MRFPs) until the fund has distributed securities under a simplified prospectus for 12 consecutive months.

Key Facts:
1. The Fund has been managed similarly before and after becoming a reporting issuer.
2. The Fund’s investment objectives and fee structure remain substantially unchanged.
3. The Fund has complied with NI 81-102 investment restrictions, with minor exceptions.

Reasoning:
1. The past performance data is significant and meaningful for investors.
2. The Fund’s management and fee structure have not materially changed.
3. The Fund’s compliance with NI 81-102 ensures the reliability of the past performance data.

Outcome:
The relief allows the Fund to:
1. Include past performance data in sales communications and fund facts.
2. Use this data to calculate its investment risk level.
3. Include financial highlights and performance data in MRFPs.

Conditions:
1. Disclosures must indicate that the Fund was not a reporting issuer during the period of the past performance data.
2. Management and trading expense ratios must be calculated as if the Fund had filed an annual MRFP.
3. Financial statements since the Series Launch Date must be posted on the Fund’s website and available upon request.

Relevant Laws:
– National Instrument 81-102 Investment Funds
– National Instrument 81-101 Mutual Fund Prospectus Disclosure
– National Instrument 81-106 Investment Fund Continuous Disclosure

The Securities Commission granted IBEX Technologies Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on several key facts: IBEX is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not publicly traded. Additionally, IBEX is not in default of any securities legislation. The application was processed under National Policy 11-206 and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Autorité des marchés financiers acted as the principal regulator, and the order reflects the decision of both Québec and Ontario securities authorities.

The Ontario Securities Commission (OSC) granted Plum Financial Group Inc. and Cen-ta Real Estate Ltd. an extension to file a renewal prospectus for their continuous public offering of certain investor services. The lapse date of their current prospectus, originally March 17, 2024, was extended to September 17, 2024. This extension was granted under subsection 62(5) of the Securities Act (Ontario) and is not considered prejudicial to the public interest. The filers have not distributed securities under the current prospectus and will not do so until a receipt is issued for the renewal prospectus. The decision ensures compliance with the Securities Act, R.S.O. 1990, c. S.5, as amended.

**Summary of Decision by the Ontario Securities Commission**

**Key Facts:**
– Plum Financial Group Inc. and Cen-ta Real Estate Ltd. (the Filers) sought an extension for filing a renewal prospectus for their continuous public offering of certain investor services.
– The original lapse date of the current prospectus was March 17, 2024, and it had already been extended to May 17, 2024.
– The Filers are engaged with the Ontario Securities Commission (OSC) staff in the comment process for a pro forma prospectus filed on February 14, 2024.
– The Filers have not distributed securities under the current prospectus and will not do so until a receipt is issued for the final prospectus.

**Reasoning:**
– The extension is necessary to allow the Filers to complete the comment process with OSC staff and file the final prospectus.
– There have been no material changes in the Filers’ affairs or the offering since the date of the current prospectus.
– The extension will not prejudice the public interest as the Filers will not distribute securities under the current prospectus.

**Outcome:**
– The OSC granted the requested relief, extending the lapse date to September 17, 2024.
– The Filers are prohibited from distributing securities under the current prospectus and must wait until the final prospectus is filed and a receipt is issued.

**Relevant Law:**
– Securities Act, R.S.O. 1990, c. S.5, as amended, subsection 62(5).

The Securities Commission issued a decision on November 30, 2023, regarding Bitbuy Technologies Inc. The decision primarily focused on the company’s compliance with securities regulations. The Commission found that Bitbuy Technologies Inc. had violated specific provisions of the Securities Act by failing to register as a securities dealer and not adhering to the required disclosure obligations. Consequently, the Commission imposed sanctions on the company, including fines and mandatory corrective actions to ensure future compliance. The decision underscores the importance of adhering to registration and disclosure requirements under the Securities Act to maintain market integrity and protect investors.

The Securities Commission issued a decision regarding Virgo CX Inc., focusing on compliance with securities regulations. The key facts include Virgo CX Inc.’s failure to adhere to specific regulatory requirements, which prompted the Commission’s review. The reasoning behind the decision emphasized the importance of maintaining market integrity and protecting investors. The outcome was a directive for Virgo CX Inc. to take corrective actions to align with the stipulated regulations. The relevant laws underpinning this decision include the Securities Act and associated regulatory frameworks designed to ensure fair and transparent market practices.

The Securities Commission granted an exemption to a federation of financial services cooperatives (the Filer) from certain qualification criteria required for filing a short form prospectus and a base shelf prospectus. The Filer, part of the Desjardins Group, is a reporting issuer in Canada but does not have equity securities listed on a short form eligible exchange due to its cooperative structure.

Key facts include the Filer’s status as a domestic systemically important financial institution (D-SIFI), its substantial assets, and its role within the Desjardins Group. The Filer’s capital shares are not publicly traded, which precludes listing on an eligible exchange.

The exemption was granted under the conditions that the Filer complies with all other requirements of National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions, Desjardins Group maintains its D-SIFI status, and the securities to be offered have a designated rating. Additionally, the prospectus must disclose risk factors related to non-viability contingent capital (NVCC) provisions and bail-in powers.

The decision was based on the Filer’s compliance with other regulatory requirements, its systemic importance, and the need to access capital markets similar to other major financial institutions. Relevant regulations include CQLR, c. V-1.1, r. 16 (Regulation 44-101) and CQLR, c. V-1.1, r. 17 (Regulation 44-102), which set out the criteria for short form and shelf prospectus filings.

The Securities Commission has granted Gran Tierra Energy Inc. an exemption from certain issuer bid requirements, allowing the company to purchase its own shares through U.S. markets in addition to the Toronto Stock Exchange (TSX). This decision is contingent on the purchases adhering to a maximum aggregate limit similar to the TSX’s rules for normal course issuer bids (NCIBs).

Key points from the decision include:

– The exemption is based on National Instrument 62-104 Take-Over Bids and Issuer Bids, specifically sections related to issuer bids and exemptions.
– Gran Tierra Energy Inc. is a Delaware corporation with executive offices in Calgary, Alberta, and is a reporting issuer in Canada and the U.S.
– The company’s shares are listed on the TSX, NYSE American, and the London Stock Exchange.
– The TSX accepted Gran Tierra’s Notice of Intention for an NCIB to purchase up to approximately 10% of its public float.
– The exemption allows the company to exceed the 5% purchase limit on U.S. markets set by the Other Published Markets Exemption, up to the maximum aggregate share limit approved by the TSX.
– Purchases must comply with U.S. securities laws, the 1934 Act, and the rules of the U.S. markets where the purchases occur.
– The exemption is valid for 36 months from the decision date and is subject to conditions, including compliance with trading rules, price requirements, and public disclosure of the terms.

The decision ensures that Gran Tierra Energy Inc. can repurchase its shares effectively while maintaining market integrity and adhering to regulatory standards in both Canada and the U.S.

The Securities Commission granted the CI Auspice Alternative Diversified Corporate Class (Top Fund) several exemptions from National Instrument 81-102 Investment Funds (NI 81-102) and related regulations. These exemptions allow the Top Fund to:

1. Use Absolute Value at Risk (Absolute VaR) to measure leverage exposure, exceeding the standard 300% net asset value limit. This approach is deemed more appropriate for the Top Fund’s investment strategies, which involve a multi-asset approach and systematic risk management.

2. Include performance data from the Auspice Diversified Trust (Underlying Fund) in sales communications, even for periods before the Underlying Fund was a reporting issuer. This is to facilitate the Top Fund’s strategy to replicate the performance of the Underlying Fund.

3. Use the Underlying Fund’s past performance data to calculate the Top Fund’s risk rating and disclose this rating in its prospectus and fund facts.

4. Include the Underlying Fund’s past performance data in the Top Fund’s Management Reports of Fund Performance (MRFPs).

These exemptions are granted under the condition that the Top Fund will comply with the Absolute VaR test, disclose the maximum Absolute VaR allowed, and notify the OSC of any non-compliance. Additionally, any communications including past performance data must disclose that the data relates to the Underlying Fund and that the Top Fund has obtained the necessary exemptive relief.

The exemptions are based on the understanding that the Top Fund will invest substantially all of its assets in the Underlying Fund, and the Underlying Fund’s investment strategies, fees, and administration have not changed since it became a reporting issuer. The exemptions are set to expire on February 22, 2027.

The Securities Commission has granted an application for an issuer to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision is based on the following key points:

1. The issuer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide.
2. The securities are not traded on any public exchange or market in Canada or any other country.
3. The issuer is not an OTC reporting issuer and is not in default of any securities legislation.

The decision was made under the authority of the Securities Act, specifically section 88 for British Columbia and section 1(10)(a)(ii) for Ontario. The Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications also support the application process and the outcome. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The outcome allows the issuer to cease its reporting obligations in Canada.

The Ontario Securities Commission (OSC) granted an exemption from the prospectus requirement for the first trade of shares of Borealis Foods Inc. (New Borealis) after a business combination with Oxus Acquisition Corp. (Oxus). The exemption applies to trades made through an exchange or market outside of Canada or to a person or company outside of Canada. The exemption was necessary because, while New Borealis met most conditions of section 2.14 of National Instrument 45-102 Resale of Securities, Canadian residents owned more than 10% of the securities, exceeding the de minimis threshold.

New Borealis, resulting from the business combination, will not be a reporting issuer in Canada, will only list its shares on the Nasdaq, and will conduct its business primarily outside Canada through U.S. subsidiaries. The company will be an SEC registrant, subject to U.S. securities laws, and will provide shareholders, including Canadian owners, with the same disclosure materials as U.S. shareholders.

The exemption was granted under section 74(1) of the Securities Act (Ontario) with the condition that immediately following the business combination, Canadian owners will own no more than 25% of the total issued and outstanding New Borealis Shares and will represent no more than 25% of the total number of owners. The OSC also granted confidentiality relief, keeping the application and decision private until the earliest of the business combination’s completion, notification by the filer, or 90 days after the decision.

Relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1), and National Instrument 45-102 Resale of Securities, sections 2.14 and 2.15. The decision was made on February 5, 2024.

The Securities Commission granted an application by Element Technical Services Inc. (the Filer) to cease being a reporting issuer under applicable Canadian securities laws. The Filer, an Alberta corporation, had undergone a business combination involving two amalgamations, resulting in the Filer becoming a wholly-owned subsidiary and then continuing as the surviving corporation. Essential Energy Services Ltd., a party to the amalgamation, was a reporting issuer prior to the transaction, and the intention to cease being a reporting issuer was disclosed and approved by shareholders.

The Filer could not use the simplified procedure for ceasing to be a reporting issuer due to having more than 15 securityholders in Alberta and failing to file required interim financial documents (Post-Business Combination Defaults). Despite these defaults, the Filer met the conditions for the order as it had less than 15 securityholders in each reporting jurisdiction except Alberta, and fewer than 51 securityholders worldwide. Additionally, the Filer’s securities were not traded on any public marketplace, and there was no intention to seek public financing.

The order was based on the Filer’s representations, including the completion of the business combination, the delisting of Essential’s shares from the Toronto Stock Exchange, and the Filer’s share structure and securityholder distribution. The Filer was not in default of any reporting obligations other than the Post-Business Combination Defaults.

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Alberta Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario.

The Securities Commission granted an exemption to Brookfield Reinsurance Ltd. from the requirement under paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions, which stipulates that only equity securities can be distributed using at-the-market (ATM) shelf procedures. This exemption allows the company to distribute Class A-1 Exchangeable Shares, which do not carry a residual right to participate in the company’s assets upon liquidation and therefore are not considered equity securities under the legislation.

The decision was based on the understanding that the Class A-1 Exchangeable Shares are economically equivalent to Brookfield Corporation’s Class A Shares, which are equity securities. The exemption was deemed not to be prejudicial to the public interest.

The exemption is conditional upon the company meeting other requirements for ATM distributions under section 9.3 of NI 44-102, distributing only Class A-1 Exchangeable Shares, and the Brookfield Class A Shares qualifying as equity securities under NI 44-102. The relevant laws and regulations include National Instrument 44-102 Shelf Distributions, the Securities Act (Ontario), and Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an order for Woodbine Resources Corp. (the Filer) to cease being a reporting issuer in British Columbia, Alberta, and Ontario. The decision is based on the following key points:

1. The Filer’s securities are owned by fewer than 50 beneficial owners, with the majority located in British Columbia and none through any exchange or market.
2. The Filer had filed a prospectus for an initial public offering (IPO) but was unable to close the offering due to adverse market conditions.
3. The Filer has no plans for a public offering of its securities in the future.
4. The Filer’s securities, including common shares, warrants, and options, are not traded on any marketplace.
5. The Filer’s securityholders are informed about the intention to cease being a reporting issuer, and no objections were raised following a news release.
6. The Filer is not in default of any securities legislation.

The order is supported by the relevant legislative provisions, including Section 88 of the Securities Act (British Columbia), Section 1(10)(a)(ii) of the Securities Act (Ontario), and is consistent with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the Ontario securities regulatory authority.

The Securities Commission has granted exemptive relief to Desjardins Global Asset Management Inc. (DGAM) and Desjardins Investments Inc. (DII) from certain conflict of interest and reporting provisions in the Securities Act (Ontario) to allow investment funds they manage to invest in related non-reporting issuer limited partnerships. The relief is subject to conditions ensuring the investments align with the funds’ objectives, avoid duplicative fees, and are in the best interests of the funds. The decision is based on representations by DGAM and DII regarding their affiliations, registrations, and the structure and objectives of the investment funds and the limited partnerships. The relief is conditional on compliance with specific requirements, including independent valuation of the limited partnerships, disclosure to investors, and oversight by an independent review committee. The relevant legislative provisions include sections 111, 113, and 117 of the Securities Act (Ontario), National Policy 11-203, and National Instruments 81-102, 81-107, 41-101, 81-101, 45-106, and 81-106.

The Securities Commission has granted an exemption to Desjardins Global Asset Management Inc. (DGAM) and Desjardins Investments Inc. (DII) from certain conflict of interest and self-dealing provisions to enable investment funds regulated under Regulation 81-102 to invest in related non-reporting issuer limited partnerships, specifically DGAM Global Private Infrastructure Fund II, L.P. (Master Infrastructure Fund) and DGAM Global Private Infrastructure Fund, L.P. (Feeder Infrastructure Fund).

The exemptions allow these investment funds to bypass the usual restrictions that prevent registered advisers from causing investment funds to invest in entities where a responsible person or associate holds a significant position, and that prohibit dealer-managed investment funds from investing in securities of issuers with common management, without obtaining client consent or adhering to certain information barriers.

The exemptions are conditional upon compliance with several safeguards, including investment limits on illiquid assets, consistency with the investment fund’s objectives, avoidance of duplicate fees, independent valuation of the infrastructure funds, and disclosure to investors. Additionally, the independent review committee (IRC) must review and approve the investments, and no additional remuneration is provided to the portfolio manager for such investments.

The decision is based on the premise that these investments are in the best interests of the investment funds and are made with business judgment uninfluenced by conflicts of interest. The exemptions are subject to ongoing oversight by the IRC and reporting requirements to ensure transparency and accountability.

The Securities Commission granted an exemption to a prospectus-qualified alternative mutual fund, allowing it to include past performance data from a period when the fund’s securities were distributed on a prospectus-exempt basis in its sales communications and to use this data to calculate its investment risk level. This exemption applies to various sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure.

The fund, managed similarly before and after becoming a reporting issuer, with a comparable fee and expense structure, can now present past performance in sales communications, simplified prospectuses, fund facts documents, and annual and interim management reports of fund performance.

The exemption is contingent on the fund disclosing that it was not a reporting issuer during the referenced period, that expenses would have been higher if it had been, that exemptive relief was granted for the disclosure, and that financial statements for the period are available on the fund’s website and upon request. The decision is based on the fund’s compliance with investment restrictions and practices, and the expectation that becoming a reporting issuer will not significantly change its management or increase its management expense ratio.

The Securities Commission has granted Exxon Mobil Corporation an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). The exemption is based on the fact that less than 10% of Exxon Mobil’s securities are beneficially owned by Canadian residents, and the company is a U.S. issuer and an SEC foreign issuer. The exemption is conditional upon Exxon Mobil complying with the oil and gas disclosure requirements of the SEC and the NYSE, issuing a news release in Canada to this effect, and filing such disclosures with the securities regulatory authority in the reporting jurisdictions. The relevant laws underpinning the outcome include National Instrument 51-101, Multilateral Instrument 11-102 Passport System, and National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

The Securities Commission has granted an exemption to Counsel Portfolio Services Inc. (the Filer) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Filer to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in sales communications for mutual funds they manage, which are subject to NI 81-102.

The exemption is specifically from paragraphs 15.3(4)(c) and (f) of NI 81-102. These paragraphs generally require that performance ratings or rankings in sales communications match standard performance data periods and be published within specific timeframes relative to the data they are based on. The Filer sought relief from these requirements because the awards and ratings they wish to reference do not align with these standard periods and publication timeframes.

The exemption is conditional upon the Filer including certain disclosures in sales communications, such as the award or rating category, the number of mutual funds in the category, the ranking entity’s name, the period the award or rating is based on, and a statement that ratings are subject to change monthly. Additionally, the FundGrade A+ Awards and Lipper Awards must not have been awarded more than 365 days before the date of the sales communication, and the referenced ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made under the authority of section 19.1 of NI 81-102, which allows the Securities Commission to grant exemptions from requirements of the Instrument. The principal regulator, the Ontario Securities Commission, is satisfied that the exemption meets the necessary regulatory tests and is not contrary to the public interest.

The Securities Commission has granted Algonquin Power & Utilities Corp. (the Filer) an exemption from certain disclosure and filing requirements typically applicable to selling securityholders in the context of a remarketing of senior notes due 2026. The exemption pertains to the requirements under National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 33-105 Underwriting Conflicts, which would normally necessitate filings and disclosures by participating securityholders in a distribution.

The Filer’s equity units, which include an interest in the senior notes, were initially offered publicly in Canada and the U.S. The notes are expected to be remarketed primarily in the U.S. to reset the interest rate and fulfill payment obligations under related purchase contracts. The Filer plans to file a new base shelf prospectus and subsequent prospectus supplements for the remarketing.

The exemption was deemed appropriate because the participating securityholders, who are essentially passive and widely dispersed, would not be able to comply with the typical requirements due to practical impediments. The Filer argued that these securityholders do not have the same level of involvement or influence as typical selling securityholders.

The decision was made under the authority of the Ontario Securities Commission, which is the principal regulator in this case, and the exemption is intended to be relied upon in all Canadian provinces and territories. The decision was based on the Filer’s representations and the regulator’s satisfaction that the exemption meets the legislative test.

The Securities Commission has granted an application by an issuer, Q4 Inc., to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the following key points:

1. Q4 Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. Q4 Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The company is not in default of any securities legislation in any jurisdiction.

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the company’s compliance with the requirements set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, is satisfied that the test for ceasing to be a reporting issuer has been met under the relevant legislation.

The Ontario Securities Commission granted an exemption to a corporation from the requirement to file restated interim financial reports in accordance with U.S. GAAP by the deadline for filing its audited annual financial statements for the year ended December 31, 2023. This exemption is based on National Instrument 51-102 Continuous Disclosure Obligations, specifically subsection 4.3(4) and Section 13.1.

The corporation, which is listed on the New York Stock Exchange and is a reporting issuer in Ontario, encountered unexpected delays due to employee departures and the demands of a strategic review. These delays meant the corporation would not be able to finalize the required restated interim financial reports by the filing deadline.

The granted exemption is conditional upon the corporation filing the restated interim financial reports and related Management’s Discussion and Analysis (MD&A) within 45 days of filing its annual financial statements or by May 14, 2024, whichever is earlier. Additionally, the corporation must issue a news release by the date of filing its annual financial statements, disclosing its reliance on the exemption, the existence of an insider trading black-out policy, and the expected date for filing the restated reports. The corporation is also prohibited from filing a preliminary or final prospectus for any securities offering in Canada until it has filed all documents for which it is relying on this exemption.

The decision was made on February 21, 2024, by Erin O’Donovan, Manager of the Corporate Finance Branch of the Ontario Securities Commission.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was based on the issuer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 worldwide, and not having its securities traded on any public marketplace. The issuer was also not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the issuer satisfied the conditions for ceasing to be a reporting issuer as per section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended) and relevant national instruments.

The Securities Commission has granted an exemption to a financial management company, allowing it to consolidate the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision is based on the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which generally prohibit such consolidation unless an exemption is granted.

The key reasons for granting the exemption include the desire to reduce renewal, printing, and related costs, and to facilitate the distribution of alternative funds alongside conventional funds under the same prospectus disclosure. This consolidation is expected to enable investors to more easily compare features between the two types of funds. The decision also notes that the operational and administrative features of the alternative and conventional funds are similar, which supports the rationale for combining their prospectuses.

The exemption will not alter the form and content of the fund facts and ETF facts documents required by securities legislation, and these will continue to be provided to investors as mandated. The decision also references the lack of a similar prohibition in National Instrument 41-101 General Prospectus Requirements for exchange-traded funds (ETFs), suggesting that mutual funds should not be treated differently.

The Ontario Securities Commission, acting as the principal regulator, has concluded that the exemption meets the necessary legislative criteria and has therefore granted the requested relief. The exemption applies across multiple Canadian jurisdictions where the financial management company operates and is registered.

The Securities Commission has granted an exemption to investment funds managed by a certain Filer, allowing them to treat certain fixed income securities, known as 144A Securities, as liquid assets. These securities are typically unregistered under the US Securities Act of 1933 and traded under Rule 144A exclusively among qualified institutional buyers (QIBs), which include entities managing at least USD$100 million in securities.

The exemption was sought because, despite the ability for QIBs to trade 144A Securities without holding periods, these securities could be considered restricted and thus illiquid under National Instrument 81-102 Investment Funds (NI 81-102), specifically part (b) of the definition of an illiquid asset. This could limit investment funds’ ability to invest in these securities without breaching illiquid asset restrictions.

The Commission agreed to the exemption on the condition that the purchasing fund is a QIB at the time of purchase, the securities are not illiquid under part (a) of the definition in NI 81-102, they are traded on a mature and liquid market, and that the funds disclose in their prospectus that they have obtained this exemption.

The decision was based on the reasoning that 144A Securities have become more liquid and represent a significant portion of the U.S. corporate bond market. The exemption is intended to enable funds to take advantage of investment opportunities in these securities without being constrained by the illiquid asset restrictions, provided they continue to meet the conditions set by the Commission.

The Ontario Securities Commission granted Agrifoods International Cooperative Ltd. (the Filer) an exemption from the dealer registration requirement, the prospectus requirement, and resale restrictions under Ontario securities legislation for the issuance and trading of Membership Shares and Investment Shares as defined in the Canada Cooperatives Act. This decision is contingent upon several conditions, including the Filer’s continued operation under the Federal Co-Op Act, restrictions on who may hold shares, and limits on the value of shares issued to a member. The Filer must also facilitate all trades of Investment Shares and ensure that no advice is given regarding the purchase, sale, or holding of shares. The exemptions will cease if the Filer amends its articles or by-laws in a material way without regulatory consent. The decision is based on the Filer’s role in assisting dairy producers with milk delivery services and its capital structure, which includes Membership Shares and Investment Shares held by Members, Auxiliary Members, and potentially employees under an Employee Plan. The Filer is not a reporting issuer and does not intend to become one. The decision references the Securities Act, R.S.O. 1990, c. S.5, as amended, and the Canada Cooperatives Act, among other regulations.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Nighthawk Gold Corp. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation with no intention of seeking public financing through securities offerings and that it has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The order was made on February 27, 2024, in accordance with the relevant provisions of the OBCA and the Securities Act (Ontario).

The Securities Commission has granted an order for Logistec Corporation to cease being a reporting issuer in all Canadian jurisdictions where it was previously recognized as such. This decision is based on the application submitted by the company and is supported by several key facts:

1. Logistec Corporation is not an OTC reporting issuer.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. There is no public trading of the company’s securities on any marketplace or facility in Canada or elsewhere.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions.
5. Logistec Corporation is not in default of any securities legislation.

The order is in accordance with the securities legislation of the relevant Canadian jurisdictions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Autorité des marchés financiers acted as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The order is consistent with the test set out in the applicable legislation for ceasing to be a reporting issuer.

The Securities Commission has granted an order for Forza Petroleum Limited to cease being a reporting issuer. The decision is based on the company’s application and the following key points:

1. Forza Petroleum Limited is not an OTC reporting issuer.
2. The company’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide.
3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status.
5. The company is not in default of any securities legislation in any jurisdiction.

The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission is the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The decision is consistent with the test set out in the relevant legislation for ceasing to be a reporting issuer.

The Ontario Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc., the manager of Horizons 0-3 Month T-Bill ETF and Horizons 0-3 Month U.S. T-Bill ETF, allowing for an extension of the prospectus lapse date from April 4, 2024, to August 4, 2024. This decision was made to enable the consolidation of the funds’ prospectus with that of other funds under the same management, which is set to lapse in August 2024.

The key reasons for granting the exemption include cost savings from avoiding the preparation of separate renewal prospectuses, the ability to streamline disclosure across the Filer’s fund platform, and the facilitation of investor comparisons. The commission determined that there have been no material changes in the affairs of the funds since the last prospectus, and any future material changes will be disclosed as required by law.

The decision was made under subsection 62(5) of the Securities Act (Ontario) and is consistent with the public interest as it does not compromise the accuracy of the information in the prospectuses. The exemption is not subject to any conditions.

The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was initially imposed due to the company’s failure to file audited annual financial statements and other continuous disclosure documents. The partial revocation allows the company to proceed with a private placement to accredited investors, aiming to raise up to $200,000 through the issuance of units, each comprising one common share and one warrant.

The decision is based on the company’s application and representations, including its intention to use the proceeds to comply with its continuous disclosure obligations, pay outstanding fees, and for working capital. The company has also committed to providing subscribers with copies of the CTO and the partial revocation order, along with obtaining signed acknowledgments that the securities will remain under the CTO until fully revoked.

The partial revocation is subject to conditions, including compliance with the accredited investor exemption and the provision of documentation to the OSC upon request. The order will expire 60 days from the date of issuance or upon the closing of the financing, whichever comes first.

The decision is grounded in Section 144 of the Securities Act (Ontario), which allows for partial revocation of CTOs, and is informed by National Policy 11-207 concerning failure-to-file CTOs and revocations in multiple jurisdictions.

The Securities Commission has granted Aurinia Pharmaceuticals Inc. an exemption from certain issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows the company to purchase up to 15% of its outstanding common shares through the NASDAQ within a 12-month period, exceeding the 5% limit typically allowed under the Other Published Markets Exemption.

The company’s shares are not listed on any Canadian exchange but are traded on the NASDAQ. The decision is based on the understanding that the repurchase programs are in the best interests of the company and its shareholders, and will not adversely affect the company or materially change its control.

The exemption is subject to conditions, including compliance with U.S. securities laws and NASDAQ rules, and the shares acquired under this exemption and the Other Published Markets Exemption within a 12-month period do not exceed 15% of the outstanding shares at the beginning of that period. The exemption is valid for 36 months from the date of the decision, and the company must disclose the terms of the exemption and its conditions in a press release prior to purchasing shares under this decision.

The decision is supported by the Alberta Securities Commission as the principal regulator and is recognized by the Ontario securities regulatory authority. The exemption is made under the legislative framework of the securities legislation of Alberta and Ontario, Multilateral Instrument 11-102 Passport System, and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted an order for Marathon Gold Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. This decision follows the Filer’s application under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).

Key facts include:

– The Filer, a corporation under Canadian federal laws, was a reporting issuer in Canada, with shares listed on the Toronto Stock Exchange (TSX) until their delisting on January 26, 2024.
– All Filer Shares were acquired by Calibre Mining Corp. (Calibre), making the Filer a wholly-owned subsidiary of Calibre.
– A court-approved plan of arrangement under the Canada Business Corporations Act facilitated the share exchange, with Filer shareholders receiving Calibre shares.
– The Filer’s outstanding securities, including options and warrants, were either exchanged for Calibre securities or settled in cash as part of the arrangement.
– The Filer is not in default of any securities legislation and has no plans for public financing or issuing new securities, except to Calibre or its affiliates.

The reasoning includes:

– The Filer’s securities are no longer publicly traded.
– The only outstanding securities of the Filer are warrants exercisable into Calibre shares, not Filer shares.
– The Filer conducted an investigation to determine the number and jurisdiction of the beneficial holders of the Filer Warrants but could not ascertain the total number.
– The Filer does not meet the criteria for simplified reporting issuer status cessation procedures due to the number of warrant holders.

The outcome is that the Filer has been granted relief from reporting issuer obligations, as it no longer meets the criteria requiring such status, and its securities are no longer publicly traded. The decision is based on the applicable legislative provisions and the facts and representations provided by the Filer.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and was informed by the issuer’s representations that it is not an OTC reporting issuer, its securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the issuer met the criteria outlined in the relevant securities legislation for ceasing to be a reporting issuer.

The Securities Commission granted a time-limited exemption to a filer, allowing it to distribute Crypto Contracts and operate a platform for trading, depositing, withdrawing, and staking crypto assets. This relief is subject to conditions including investment limits, account appropriateness, and disclosure and reporting requirements. The exemption is valid for 12 months from the decision date.

Underpinning laws and regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, particularly sections 1(1), 53, and 74. Relevant instruments and rules cited are Multilateral Instrument 11-102 Passport System, s. 4.7, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3, OSC Rule 91-506 Derivatives: Product Determination, ss. 2 and 4, and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.

The filer is a restricted dealer registered in all Canadian provinces and territories and has previously received similar exemptive relief. It is working towards becoming a registered investment dealer and a member of the Canadian Investment Regulatory Organization (CIRO). The decision is tailored to the filer’s circumstances and is not to be viewed as a precedent for other applicants.

The Securities Commission has granted a mutual fund managed by CIBC Asset Management Inc. and its affiliates a 90-day extension for filing and delivering annual financial statements and a 60-day extension for interim financial reports. This decision applies to the CIBC Ares Strategic Income Fund and any similar future funds that are not reporting issuers, are organized under Canadian laws, and invest primarily in underlying funds with different financial reporting deadlines.

The extensions are necessary because the funds’ auditors require the audited financial statements from the underlying funds to complete their audits. These underlying funds have various financial year-ends and are subject to different reporting deadlines, which may not align with the standard deadlines set by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

The exemptions from the standard filing and delivery deadlines are contingent upon several conditions, including the funds’ investment strategy, asset allocation, and disclosure practices. The funds must inform prospective investors and securityholders about the extended deadlines and the reliance on regulatory relief.

The decision is based on the belief that the extensions will not prejudice the funds’ securityholders and is in accordance with the applicable legislative provisions, specifically sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106, and the Process for Exemptive Relief Applications in Multiple Jurisdictions. The relief is subject to termination within one year of any amendment to NI 81-106 or other rules that affect the filing and delivery deadlines for mutual funds.

The Ontario Securities Commission (OSC) has issued an order recognizing that Q4 Inc. is no longer offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Q4 Inc., which is an offering corporation under the OBCA, has indicated that it does not plan to seek public financing through securities offerings. Furthermore, the company had previously obtained an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC concluded that granting this order would not harm the public interest. Consequently, Q4 Inc. is officially deemed to have ceased public securities offerings as of March 11, 2024.

The Securities Commission has granted an exemption allowing the consolidation of the simplified prospectus (SP) of an alternative mutual fund with that of a conventional mutual fund. This decision is based on the application by Northwest & Ethical Investments L.P., on behalf of the NEI Long Short Equity Fund and any future alternative mutual funds managed by the Filer or its affiliates, to combine their SPs with those of conventional funds managed by the same entities.

The exemption deviates from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which typically prohibits the consolidation of SPs of alternative mutual funds with those of non-alternative mutual funds. The rationale for the exemption includes cost reduction, operational and administrative commonalities, and the facilitation of investor comparisons between fund types.

The decision also references the Ontario Securities Commission as the principal regulator and the reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System across Canadian jurisdictions.

The Filer is a registered entity in various capacities across Canadian provinces and territories, and neither it nor the funds are in default of securities legislation. The funds in question are or will be reporting issuers in Canada, subject to NI 81-101 and National Instrument 81-102 Investment Funds, with any granted exemptions.

The exemption is justified by the similarity in treatment between mutual funds under NI 81-101 and exchange-traded funds under National Instrument 41-101 General Prospectus Requirements, where the latter does not have a restriction equivalent to subsection 5.1(4) of NI 81-101.

The decision ensures that fund facts documents will continue to be provided to investors, and the SP will be available upon request. The list of conventional funds to which this decision applies is detailed in Schedule A.

The Securities Commission has granted an application by a company for it to cease being a reporting issuer. The decision is based on the company meeting several criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order is supported by the relevant securities legislation, including the Securities Act and National Policy 11-206, and relies on the Passport System outlined in Regulation 11-102. The outcome allows the company to stop fulfilling reporting obligations in Canada.

The Securities Commission has granted an exemption to Embark Student Corp. (the Filer) on behalf of the Flex First Plan and the Family Single Student Education Savings Plan (the Terminating Plans), allowing an extension of the prospectus lapse date from May 8, 2024, to July 1, 2024. This decision is based on section 62(5) of the Securities Act (Ontario), which governs the time limits for the renewal of a prospectus.

The Filer, a registered scholarship plan dealer and investment fund manager, oversees the Terminating Plans, which are set to be wound up and have their assets transferred to the Embark Student Plan and Embark Select Conservative Plan by July 1, 2024. The extension is sought to preserve existing contribution schedules for current unitholders until the termination date, without the need to renew the prospectus and incur unnecessary costs.

The Commission’s decision is influenced by the fact that there have been no material changes in the Terminating Plans’ business, operations, or affairs since the current prospectus was issued, ensuring that the information remains current and accurate. The exemption is not expected to be prejudicial to the public interest, as any material changes would require an amendment to the prospectus under the relevant legislation.

The exemption is supported by the understanding that the Filer will continue to meet its disclosure obligations, and the decision is made in accordance with the test set out in the applicable securities legislation. The outcome allows the Filer to proceed without the typical prospectus renewal process, given the imminent termination of the plans.

The Securities Commission granted an exemption from the fund multi-layering restriction in paragraph 2.5(2)(b) of National Instrument 81-102 (NI 81-102), allowing an exchange-traded alternative mutual fund (the Top Fund) to invest in related alternative funds (the Underlying Funds) managed by the same manager, which in turn may hold more than 10% of their net assets in other investment funds (the Third Tier Funds). This exemption is subject to conditions that prevent duplication of fees, ensure fair treatment of investors, and maintain investor protection policies for liquidity and redemption risks.

The decision is based on the rationale that the investment by the Top Fund in the Underlying Funds is an efficient and cost-effective means to implement investment strategies and is in the best interests of the Top Fund. The exemption is conditional on compliance with several requirements, including disclosure obligations, management of liquidity risk, and adherence to investor protection policies.

The relevant legislative provisions underpinning the outcome are National Instrument 81-102 Investment Funds, specifically section 2.5(2)(b) concerning multi-tier investment prohibitions, and section 19.1, which allows for exemptions. The decision also references Multilateral Instrument 11-102 for the passport application process and National Instrument 81-106 for continuous disclosure requirements.

The Securities Commission has granted an exemption to a financial management company from a specific requirement under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement stipulates that a simplified prospectus for an alternative mutual fund must not be consolidated with that of a non-alternative mutual fund. The exemption allows the company to combine the simplified prospectus disclosures of alternative mutual funds with those of conventional mutual funds under their management, facilitating cost reduction and streamlined distribution.

The decision is based on several key points:

1. The company is a registered investment fund manager and mutual fund dealer in compliance with applicable securities legislation.
2. The alternative mutual funds in question will be established as trusts or mutual fund corporations and will be reporting issuers.
3. The funds will be subject to the requirements of NI 81-101 and NI 81-102 Investment Funds.
4. Combining prospectuses will enable easier comparison for investors and consistent operational changes across the company’s fund platform.
5. Investors will continue to receive the required fund facts documents.
6. The exemption aligns with the treatment of exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements, which does not have a similar consolidation restriction.

The principal regulator has determined that the exemption meets the necessary legislative criteria and has therefore granted the requested relief.

The Securities Commission has granted mutual funds that are not reporting issuers an extension for filing and delivering their annual and interim financial statements. This decision allows these funds to file annual financial statements within 183 days of their financial year-end and interim statements within 90 days of their interim period-end. The relief is granted under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) and is subject to several conditions, including the requirement that the funds primarily invest in Underlying Funds with later reporting deadlines and that they disclose the extended deadlines in their offering memorandum.

The rationale for this decision is based on the fact that the Top Funds invest the majority of their assets in Underlying Funds, which may have different financial year-ends and are subject to various financial reporting deadlines. This misalignment makes it challenging for the Top Funds to obtain the finalized financial statements of the Underlying Funds in time to meet the standard filing and delivery deadlines set by NI 81-106.

The conditions for the exemption include that the Top Funds must have a December 31 financial year-end, invest primarily in Underlying Funds with compatible investment objectives, and notify securityholders of the reliance on the exemption. Additionally, at least 25% of the Top Fund’s assets must be invested in entities with a December 31 financial year-end that are required to deliver their financial statements within the extended deadlines.

The exemption is granted on the basis that it meets the test set out in the Legislation and is conditional upon the Top Funds meeting the specified requirements. The relief will terminate within one year of any amendment to NI 81-106 or other rule that affects the filing and delivery deadlines for mutual funds.

The Securities Commission has granted Latitude Uranium Inc.’s application to cease being a reporting issuer, based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in British Columbia and Alberta.

The decision was based on several key representations by Latitude Uranium Inc.:

1. It is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. Its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide.
3. Its securities are not traded on any marketplace or facility where trading data is publicly reported.
4. The company sought to cease being a reporting issuer in all Canadian jurisdictions where it had this status.
5. It is not in default of any securities legislation.

Consequently, the principal regulator concluded that the company met the legislative requirements to cease being a reporting issuer and approved the application.

The Securities Commission has granted an exemption to Auspice Capital Advisors Ltd., on behalf of Auspice Diversified Trust and Auspice One Fund Trust, to extend the prospectus lapse date by 42 days. This decision is based on the Securities Act, R.S.O. 1990, c. S.5 as amended, specifically subsection 62(5). The extension allows the incorporation of the most recent financial statements and auditor’s consent letter following a change of auditor.

Key points include:

– The Funds’ current prospectus was set to lapse on February 28, 2024.
– A renewal prospectus was required by March 9, 2024, to continue distribution of securities.
– The Funds changed auditors from KPMG LLP to EY LLP in 2023.
– Due to the auditor change, obtaining KPMG’s consent for the 2022 Audit Report was not feasible without incurring high costs.
– EY is expected to complete the 2023 Fiscal Year-End audit by March 30, 2024, and provide a more cost-effective consent letter in early April 2024.
– The extension is in the best interests of the Funds’ securityholders and allows for the inclusion of up-to-date financial information in the Fund Facts.
– There have been no other material changes in the Funds’ affairs since the filing of the current prospectus.

The exemption was granted without conditions, as it was determined that extending the lapse date to April 10, 2024, would not be prejudicial to the public or investors. The decision was made under the applicable legislative provisions and is consistent with the test set out in the Legislation.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Playmaker Capital Inc. (the Applicant) is deemed to have ceased offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it does not plan to seek public financing through securities offerings, and it was previously granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not adversely affect the public interest. The order was made on March 18, 2024, in Toronto.

The Securities Commission has granted alternative mutual funds managed by YTM Capital Asset Management Ltd. (the Filer) an exemption from certain custodial requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows these funds to:

1. Appoint multiple custodians, provided each is qualified under Section 6.2 of NI 81-102 and subject to all other custodial requirements, except the prohibition against multiple custodians in subsection 6.1(1).

2. Exclude the proceeds from outstanding short sales when calculating the limit on the market value of portfolio assets that can be held by a borrowing agent (not the custodian or sub-custodian) as collateral, which is capped at 25% of the fund’s net asset value (NAV).

The decision is based on representations by the Filer that engaging multiple custodians, including Prime Brokers as custodians, will increase operational efficiency, reduce execution risk and costs, and potentially increase revenues from securities lending activities. The exemption is conditional upon the funds’ compliance with other relevant subsections of NI 81-102 and the implementation of operational systems for proper asset reconciliation among custodians.

The exemption is subject to the following conditions:

– For Short Sale Collateral Relief, each fund must comply with subsections 6.8.1(2) and (3) of NI 81-102.
– For Custodian Relief, a single entity must reconcile all portfolio assets and provide valuation and recordkeeping services, with daily reconciliations before NAV calculation. The Filer must maintain systems for proper asset reconciliation, and the Additional Custodian will act only for the assets transferred to it.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filer indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in multiple Canadian jurisdictions.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Latitude Uranium Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on the application and representations made by Latitude Uranium Inc., which include:

1. The company is an offering corporation under the OBCA.
2. Its registered and head office is located in Toronto, Ontario.
3. The company has no plans to seek public financing through securities offerings.
4. On March 14, 2024, Latitude Uranium Inc. received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206.
5. The facts presented in the previous order remain accurate.

The OSC concluded that granting this order would not be against the public interest. Consequently, Latitude Uranium Inc. is no longer considered to be offering its securities to the public as of March 21, 2024.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the issuer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian provinces.

The decision was based on representations by the issuer that it was not an OTC reporting issuer, its securities were owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation.

Consequently, the principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer and approved the application.

The Ontario Securities Commission granted an extension to the Filers, allowing them more time to file a renewal prospectus for their continuous public offering of investor services related to condominium investment units. The original lapse date for the current prospectus was March 17, 2024, with a requirement to file a final prospectus by March 27, 2024, and receive a receipt by April 6, 2024. Due to ongoing discussions with OSC Staff that would not conclude in time, the Filers requested an extension of 71 days, effectively moving the lapse date to May 17, 2024.

The Filers, both Ontario corporations, are reporting issuers only in Ontario and are not in default of any securities legislation. They have not distributed securities under the current prospectus and will not do so until a receipt for the final prospectus is issued. The Commission determined that this extension would not be prejudicial to the public interest, as there have been no material changes in the Filers’ affairs since the current prospectus date, and any future material changes will be addressed through an amendment as required by law.

The decision is supported by subsection 62(5) of the Securities Act (Ontario) and National Instrument 41-101 General Prospectus Requirements, ensuring that the Filers comply with the necessary legal framework for the distribution of securities. The Commission’s decision allows the Filers to continue their offering process without distributing securities until the final prospectus is filed and approved.

The Ontario Securities Commission (OSC) has granted Fredonia Mining Inc. the status of a reporting issuer in Ontario under paragraph 1(11)(b) of the Securities Act, R.S.O. 1990, c. S.5, as amended. This decision follows Fredonia Mining Inc.’s application and is based on several key factors:

1. Fredonia Mining Inc. is already a reporting issuer in British Columbia and Alberta, with its securities listed on the TSX Venture Exchange under the symbol FRED.
2. The company has a significant connection to Ontario, with its head office located in the province and over 20% of its equity securities owned by residents of Ontario.
3. The continuous disclosure requirements in British Columbia and Alberta, where the company is already a reporting issuer, are substantially the same as those in Ontario.
4. Fredonia Mining Inc. is not in default of any securities legislation in Alberta or British Columbia and has not been subject to any significant penalties or sanctions related to Canadian securities law.
5. The company has complied with the TSX Venture Exchange’s requirements and has made a bona fide application to the OSC as required due to its significant connection to Ontario.

The OSC’s decision to grant reporting issuer status is not expected to be prejudicial to the public interest. The order was issued on March 27, 2024, by Marie-France Bourret, Manager of Corporate Finance at the OSC.

The Securities Commission has granted an exemption to GFI Investment Counsel Ltd. (the Filer) from certain prohibitions in National Instrument 31-103, specifically sections 13.5(2)(b)(ii) and (iii), which restrict in-specie transfers between pooled funds and managed accounts. The exemption allows the Filer to transfer securities directly between these entities without the usual restrictions, provided specific conditions are met.

The Filer is registered in various capacities across Canadian jurisdictions and manages both existing and future pooled funds (Funds) and managed accounts for clients. The exemption is intended to facilitate more effective asset management and reduce transaction costs by allowing in-specie transfers, which can be more efficient than selling and repurchasing securities.

Key conditions of the exemption include obtaining client consent, ensuring the securities are consistent with the Fund’s investment objectives, and maintaining equal value between the securities transferred and the Fund Securities being purchased or redeemed. The Filer must also keep detailed records of all in-specie transfers for five years and cannot receive compensation for the sales or redemptions of Fund Securities related to the in-specie transfers, except for nominal administrative charges.

The exemption is contingent on the Filer’s compliance with written policies and procedures, oversight by the Chief Compliance Officer, and the requirement that any illiquid assets transferred are done so on a pro rata basis with at least one independent quote obtained before the transfer.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and the Filer has indicated reliance on Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Québec. The exemption is granted based on the Filer’s representations and is subject to the conditions outlined to ensure the best interests of both the Funds and the Managed Accounts are served.

The Securities Commission granted an exemption to mutual funds managed by Starlight Investments Capital LP from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the exemption pertains to paragraphs 15.3(4)(c) and (f), which regulate the use of performance ratings and rankings in sales communications.

The exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, despite these not meeting the standard performance data matching and timing requirements of NI 81-102. The exemption is subject to conditions that include providing specific disclosures about the awards and ratings, such as the category name, number of funds in the category, ranking entity, period length, and a statement that ratings are subject to monthly changes. Additionally, the referenced awards must not be older than 365 days at the time of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made on the basis that these ratings and awards provide valuable, objective, and transparent performance measures that can aid investors in making informed decisions. The exemption is intended to enhance the information available to investors without being misleading, in line with the investor protection objectives of NI 81-102.

The Securities Commission has granted an exemption from the prospectus requirements for a U.S.-based company, General Electric Company (the Filer), to distribute shares of its U.S. subsidiary, GE Vernova LLC (SpinCo), to its Canadian shareholders. This distribution is part of a spin-off transaction where the Filer’s shareholders will receive shares of SpinCo as a dividend in specie, on a pro rata basis, without any action required on their part.

Key points include:

– The Filer is not a reporting issuer in Canada and has a minimal presence in the country, with Canadian shareholders holding approximately 0.02% of its shares.
– The spin-off is part of a larger corporate restructuring, where the Filer is creating three public companies focused on aviation, healthcare, and energy.
– The Filer’s shares are listed on the New York Stock Exchange (NYSE), and SpinCo shares will also be listed on the NYSE post-spin-off.
– The distribution of SpinCo shares to Canadian shareholders is not covered by legislative exemptions because SpinCo is not a reporting issuer in Canada.
– The Filer has filed a registration statement with the SEC, providing prospectus-level disclosure about SpinCo, which will be sent to Canadian shareholders.
– The spin-off is expected to be tax-free and will not require shareholder approval under New York law.
– The Filer has made equitable adjustments to its equity-based compensation awards to account for the spin-off’s impact on the value of the Filer’s shares.

The exemption is granted under sections 53 and 74(1) of the Securities Act (Ontario), with the condition that any first trade of SpinCo shares in Canada will be subject to section 2.6 of National Instrument 45-102 Resale of Securities. This decision allows the Filer to proceed with the spin-off without the need for a prospectus in Canada, recognizing the de minimis presence of Canadian shareholders and the comprehensive disclosure provided under U.S. securities laws.

The Securities Commission granted Gran Tierra Energy Inc. (the Filer) an exemption from the formal issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), allowing the Filer to purchase its own shares through the facilities of the NYSE American and other U.S. markets in connection with its normal course issuer bid (NCIB) on the Toronto Stock Exchange (TSX). This decision is subject to conditions that align with the TSX’s normal course issuer bid rules, ensuring that the aggregate limit of shares purchased does not exceed 10% of the Filer’s public float as defined by the TSX Company Manual.

The exemption is conditional upon compliance with U.S. securities laws, including Rule 10b-18 under the 1934 Act, which provides a safe harbor from liability for manipulation. The Filer’s purchases must also adhere to the TSX’s rules, including the maximum allowable purchase limits, and must be reported via a press release outlining the terms and conditions of the exemption.

The exemption is valid for 36 months from the date of the decision and is limited to the number of shares that can be acquired within any 12-month period, ensuring that the total does not exceed 5% of the outstanding shares at the beginning of that period when combined with other market purchases. The decision was made by the Alberta Securities Commission, acting as the principal regulator, and also reflects the decision of the securities regulatory authority in Ontario.

The Securities Commission has granted exemptive relief to CI Investments Inc. and the CI Auspice Alternative Diversified Corporate Class (Top Fund) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and related disclosure requirements. The relief pertains to the use of Absolute Value at Risk (Absolute VaR) for leverage exposure and the use of past performance data from the Auspice Diversified Trust (Underlying Fund) in sales communications and risk rating calculations.

Key points of the decision include:

1. Leverage Relief: The Top Fund is allowed to manage its portfolio risk using Absolute VaR, not exceeding 20% of its net asset value, instead of adhering to the 300% aggregate exposure limit to cash borrowing, short selling, and specified derivatives transactions as per section 2.9.1 of NI 81-102.

2. Performance Relief: The Top Fund can include past performance data of the Underlying Fund in its sales communications, fund facts, and management reports, even for periods before the Underlying Fund was a reporting issuer, subject to certain disclosure requirements.

3. Risk Rating Disclosure: The Top Fund is permitted to use the Underlying Fund’s past performance data to calculate its investment risk rating and disclose this in its prospectus and fund facts.

4. Conditions: The relief is subject to conditions, including the Filer’s compliance with the Absolute VaR test, appropriate disclosure of leverage risks, and notification to the OSC of any non-compliance with the Absolute VaR limit.

5. Expiration: The decision expires on February 22, 2027.

The decision is based on the belief that the Absolute VaR approach is more suitable for managing the unique investment strategies of the Top Fund and that allowing the use of the Underlying Fund’s past performance data will enable a more efficient and cost-effective means for the Top Fund to achieve its investment objectives. The relief is granted under the assumption that it meets the test set out in the Legislation for the principal regulator to make the decision.

The Securities Commission has granted an application by a company for it to cease being a reporting issuer. The decision is based on the company meeting specific criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in any Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The decision is supported by the Securities Act of British Columbia and Ontario, and the Multilateral Instrument 11-102 Passport System, as well as National Policy 11-206. The outcome allows the company to stop fulfilling the reporting obligations required of public companies.

The Securities Commission has granted an application by Element Technical Services Inc. (the Filer) to cease being a reporting issuer under applicable securities laws. The Filer, an Alberta corporation, underwent a business combination involving a two-step amalgamation process, after which it became a reporting issuer in multiple Canadian jurisdictions. However, the Filer did not meet the criteria for the simplified procedure to cease being a reporting issuer because it had more than 15 securityholders in Alberta and failed to file interim financial documents (Post-Business Combination Defaults).

Despite these issues, the Filer was eligible for the requested relief because it had fewer than 15 beneficial securityholders in each reporting jurisdiction except Alberta, and fewer than 51 securityholders worldwide. Additionally, the Filer’s securities were not traded on any public marketplace, and the company had no plans for public financing in Canada. The Filer was not in default of any reporting obligations other than the Post-Business Combination Defaults.

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order confirms that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada where it previously had this status.

The Securities Commission has granted an order for Woodbine Resources Corp. (the Filer) to cease being a reporting issuer in British Columbia, Alberta, and Ontario. The decision is based on several key points:

1. The Filer’s securities are owned by fewer than 50 beneficial owners, none of whom are through an exchange or market.
2. The Filer became a reporting issuer by filing a prospectus for an IPO, which did not close due to adverse market conditions.
3. The Filer does not plan to offer its securities publicly and has no securities traded on any marketplace.
4. Securityholders are informed about the Filer’s intention to cease being a reporting issuer.

The order is supported by the relevant legislative provisions, including Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and Section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). The Filer is not in default of any securities legislation. The British Columbia Securities Commission is the principal regulator for this application, and the order also represents the decision of the regulator in Ontario. The Filer has followed the required process, including providing notice of reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The decision was made on the basis that the order meets the test set out in the Legislation for the Decision Makers to grant the order sought.

The Securities Commission granted an exemption to an alternative mutual fund, allowing it to include past performance data from a period when its securities were offered on a prospectus-exempt basis in its sales communications, simplified prospectus, fund facts documents, and annual and interim management reports of fund performance. This decision was made under various sections of National Instruments 81-102, 81-101, and 81-106, which generally restrict the use of past performance data to periods where securities were distributed under a simplified prospectus and for at least 12 consecutive months.

The fund, managed by Kingwest & Company, has been operating since 1995 and intends to offer its units publicly in Ontario. The exemption was granted on the condition that the fund’s management after becoming a reporting issuer remains substantially similar to its management prior to that status, with similar fee structures and no significant increase in the management expense ratio.

The exemption is subject to the fund disclosing that it was not a reporting issuer during the referenced period, that expenses would have been higher had it been a reporting issuer, that exemptive relief was obtained for the disclosure, and that financial statements for the period are available on the fund’s website and upon request.

The decision is based on the rationale that the past performance data and financial data are significant and meaningful to both existing and prospective investors, and that the fund has been managed in compliance with mutual fund regulations since its inception.

The Securities Commission in Alberta and Ontario has granted Exxon Mobil Corporation an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). This decision is based on the fact that less than 10% of Exxon Mobil’s securities are beneficially owned by Canadian residents, and the company will continue to be a U.S. issuer and an SEC foreign issuer.

The exemption is conditional on Exxon Mobil complying with the oil and gas disclosure requirements of the U.S. Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), and filing such disclosures. Additionally, the company must issue a news release in Canada stating its adherence to U.S. disclosure rules rather than NI 51-101, and file the oil and gas disclosure with the securities regulatory authorities in the reporting jurisdictions promptly after filing in the U.S.

The decision is supported by the fact that Exxon Mobil is a corporation governed by New Jersey laws, is a reporting issuer in Canada, and is not in default of Canadian securities legislation. The company’s securities are registered under the U.S. Securities Exchange Act of 1934 and listed on the NYSE. The company has conducted a thorough investigation to confirm the residency of its security holders, concluding that Canadian residents do not own more than 10% of any class or series of its securities.

The exemption is made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator for the application. The decision reflects the test set out in the legislation for the decision maker to grant such an exemption.

The Securities Commission granted an exemption to Counsel Portfolio Services Inc. from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f). This exemption allows the company to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in sales communications for their mutual funds.

The key reasons for the exemption include the recognition that these awards and ratings provide valuable, objective insights to investors, and that the standard requirements of NI 81-102 would unduly restrict the company’s ability to communicate this information. The standard requirements would normally necessitate performance ratings to match specific time periods and be published within a certain timeframe relative to the calendar month end to which they apply.

The exemption is subject to conditions ensuring that the sales communications comply with other parts of NI 81-102 and include clear disclosure of the award or rating details, such as the category, number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not be more than 365 days old at the time of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

This decision is underpinned by the authority granted to the Securities Commission by section 19.1 of NI 81-102 to exempt parties from certain requirements when it is deemed not to be prejudicial to the public interest.

The Securities Commission has granted Algonquin Power & Utilities Corp. (the Filer) an exemption from certain disclosure and filing requirements typically applicable to selling securityholders in the context of a remarketing of senior notes due 2026. This decision is based on the Filer’s application and representations, which include the following key points:

1. The Filer’s senior notes were initially offered to the public in Canada and the U.S. as part of an offering of equity units.
2. The equity units consist of a purchase contract and a partial beneficial interest in the senior notes.
3. The equity units are traded on the New York Stock Exchange, and the notes were pledged to the Filer to secure payment obligations under the purchase contracts.
4. The Filer plans to file a new base shelf prospectus and subsequent prospectus supplements for the purpose of remarketing the notes, primarily in the U.S.
5. Unitholders have the option to participate in the remarketing by default, unless they opt out.
6. The Filer contends that while the unitholders may technically be considered selling securityholders, they are passive participants and do not actively influence the remarketing process.

The Commission’s decision to grant the exemption is based on the impracticality of complying with the selling securityholder requirements due to the wide distribution of the equity units and limited visibility of the unitholder identities. The exemption relieves the Filer from the obligation to provide certain disclosures and filings for participating securityholders, including the appointment of an agent for service of process for foreign participants and various disclosure requirements outlined in National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 33-105 Underwriting Conflicts.

The decision is supported by the belief that the exemption is consistent with the legislative test and is justified by the circumstances presented by the Filer. The Ontario Securities Commission, acting as the principal regulator, has approved the exemption, which will apply across all Canadian jurisdictions.

The Ontario Securities Commission granted an exemption to a corporation from the requirement to file restated interim financial reports in accordance with U.S. GAAP by the deadline for filing its audited annual financial statements for the year ended December 31, 2023. This exemption was made under Section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), specifically subsection 4.3(4). The company faced unexpected delays due to employee departures and the demands of a strategic review, which impeded the completion of the restated interim financial reports.

The exemption is conditional upon the company filing the restated interim financial reports and related Management’s Discussion and Analysis (MD&A) within 45 days of filing its annual financial statements or by May 14, 2024, whichever is earlier. Additionally, the company must issue a news release by the date of filing its annual financial statements, disclosing its reliance on the exemption, the existence of an insider trading black-out policy, and the expected date for filing the restated interim financial reports and MD&A. The company is also prohibited from filing a preliminary or final prospectus for any securities offering in Canada until it has filed all documents required under the exemption.

The decision was made in accordance with the relevant securities legislation and regulations, including subsection 4.3(4) of NI 51-102 and Part 13, and was issued on February 21, 2024, by Erin O’Donovan, Manager of the Corporate Finance Branch of the Ontario Securities Commission.

The Ontario Securities Commission (OSC) has approved an application from a company (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. This decision is based on the Filer meeting specific criteria under the applicable securities legislation, particularly the Securities Act, R.S.O. 1990, c. S.5, as amended, and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The key facts supporting the decision include:

1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility where trading data is reported.
4. The Filer has requested to cease being a reporting issuer in all jurisdictions where it currently has this status.
5. The Filer is not in default of any securities legislation in any jurisdiction.

The OSC, as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer, and therefore, the order was granted. The decision also references the reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions outside Ontario.

The Securities Commission has granted an exemption to a financial management company, allowing it to consolidate the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision deviates from the standard requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which typically prohibits such consolidation unless both funds are alternative mutual funds.

The rationale for the exemption is to reduce costs associated with renewals and printing, and to streamline the distribution and disclosure processes for the company’s fund platform. The Commission recognized that despite being alternative mutual funds, the funds in question share many operational and administrative features with conventional funds, and combining them in the same SP would allow for easier comparison for investors.

The decision was also influenced by the fact that there is no equivalent provision to subsection 5.1(4) of NI 81-101 in National Instrument 41-101 General Prospectus Requirements (NI 41-101), which governs exchange-traded funds (ETFs). This means that ETFs that are alternative mutual funds can be consolidated with ETFs that are conventional mutual funds, suggesting a precedent for similar treatment of mutual funds under NI 81-101.

The Commission concluded that the exemption meets the legislative test and granted it accordingly. The outcome allows the financial management company to combine the SPs of its alternative and conventional mutual funds, facilitating a more efficient and cost-effective disclosure process.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the issuer meeting specific criteria outlined in the securities legislation. The key points leading to this decision include:

1. The issuer is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The issuer’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The issuer’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The issuer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The issuer is not in default of any securities legislation in any jurisdiction.

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii), and is supported by the issuer’s compliance with the relevant provisions of National Policy 11-206 and Multilateral Instrument 11-102. The Ontario Securities Commission, acting as the principal regulator, has determined that the issuer has met the legislative requirements to cease being a reporting issuer, and thus the order was granted.

The Securities Commission granted an exemption to investment funds managed by Onex Canada Asset Management Inc. (the Filer) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows funds that are qualified institutional buyers to purchase and hold Rule 144A fixed income securities without these securities being considered illiquid assets under NI 81-102, subject to conditions.

Rule 144A under the U.S. Securities Act of 1933 provides an exemption for resales of unregistered securities to qualified institutional buyers, which typically include entities managing at least USD $100 million in securities. While public resales of these securities are subject to holding periods, trades between qualified institutional buyers are not.

The exemption was sought because the Filer believes that certain Rule 144A securities offer attractive investment opportunities and should not be deemed illiquid due to their active trading among institutional investors. The Filer argued that these securities can be as liquid as registered securities and that including them as illiquid assets could prevent funds from accessing beneficial investment opportunities.

The exemption is conditional upon the funds being qualified institutional buyers at the time of purchase, the securities being traded on a mature and liquid market, and the securities not being considered illiquid under part (a) of the definition in NI 81-102. Additionally, the funds must disclose in their prospectus that they have obtained this exemption.

The decision was made considering the Filer’s representations, including the growth and liquidity of the Rule 144A securities market, the ability of qualified institutional buyers to trade these securities freely, and the Filer’s risk management policies and procedures. The Commission concluded that granting the exemption would not be prejudicial to the public interest.

The Ontario Securities Commission granted Agrifoods International Cooperative Ltd. (the Filer) an exemption from the dealer registration requirement, the prospectus requirement, and any resale restrictions under Ontario securities legislation for the issuance and trading of Membership Shares and Investment Shares as defined by the Canada Cooperatives Act. This decision is based on the Filer’s status as a cooperative under federal law, its services to dairy producers, and its capital structure, which includes Membership Shares and Investment Shares held by Members, Auxiliary Members, and potentially employees under an Employee Plan.

The Filer is not a reporting issuer and does not intend to become one. It operates a private facility for trading Investment Shares in British Columbia, Alberta, and Saskatchewan and is seeking similar relief to operate in Ontario and Manitoba. The Filer is also seeking clearing agency relief to operate this facility.

The exemption is subject to conditions, including limits on the value of shares issued to a member per year and in total, and restrictions on who may hold and trade the shares. The Filer must also continue to comply with the Federal Co-Op Act, deal fairly with its members, and not provide investment recommendations.

The decision is supported by the rationale that the policy considerations for provincial cooperative associations apply equally to federal cooperatives. The Filer must also provide annual financial statements to its members and maintain a register of Investment Shares to facilitate and monitor trades.

The exemptions will cease to be effective if the Filer amends its articles or by-laws in a material way without the Commission’s consent. The Filer is required to deal fairly, honestly, and in good faith with its stakeholders and not to provide recommendations or advice regarding the purchase, sale, or holding of shares. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and other relevant securities legislation.

The Securities Commission has granted an application by Forza Petroleum Limited for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended).

The key points leading to this decision include:

1. Forza Petroleum Limited is not an OTC reporting issuer.
2. The company’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The company’s securities are not traded on any public marketplace or facility where trading data is publicly reported.
4. Forza Petroleum Limited is not in default of any securities legislation in any jurisdiction.

The Alberta Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The company relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian provinces.

The decision was made after determining that the application met the legislative requirements for a company to cease being a reporting issuer.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) stating that Nighthawk Gold Corp. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations, including that it is an offering corporation under the OBCA, it has no plans for public securities offerings, and it has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be adverse to the public interest. The decision was made on February 27, 2024, and is supported by the relevant provisions of the OBCA and the Securities Act (Ontario).

The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was originally issued due to the company’s failure to file audited annual financial statements and other required documents. The partial revocation allows the company to proceed with a private placement to accredited investors in order to raise up to $200,000 through the issuance of units. The proceeds will be used to bring the company into compliance with its continuous disclosure obligations, pay outstanding fees, and for working capital.

The decision is based on the company’s representations, including its intention to use the financing to resolve outstanding issues and its commitment to provide subscribers with relevant information about the CTO and the partial revocation. The order is contingent upon the company meeting certain conditions, such as providing subscribers with copies of the CTO and the order, and obtaining signed acknowledgments from them.

The partial revocation is based on the test set out in the Securities Act (Ontario) and is subject to the conditions that the company complies with the requirements set by the OSC. The order will expire 60 days from the date of issuance or upon the closing of the financing, whichever comes first. The relevant legislative provisions include Section 144 of the Securities Act (Ontario) and National Policy 11-207 regarding Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc. (the Filer) on behalf of Horizons 0-3 Month T-Bill ETF and Horizons 0-3 Month U.S. T-Bill ETF (the Funds) to extend the prospectus lapse date from April 4, 2024, to August 4, 2024. This decision is under subsection 62(5) of the Securities Act (Ontario) and is based on the rationale of consolidating the prospectus of these Funds with that of other funds under the Filer’s management to reduce costs and streamline investor information.

The Filer is a registered investment fund manager and the Funds are exchange-traded mutual funds in Ontario, with compliance in all Canadian jurisdictions. The extension will align the Funds’ prospectus renewal with that of other funds (the August Funds) managed by the Filer, whose prospectus lapses on August 4, 2024. This consolidation is expected to benefit investors by simplifying comparisons and reducing redundancy in renewal processes.

The Commission determined that there have been no material changes in the Funds’ affairs since the last prospectus, and any future material changes will be disclosed as required by law. The exemption is not anticipated to impact the accuracy of information or be prejudicial to the public interest. The decision was made in accordance with the test set out in the applicable securities legislation.

The Securities Commission has granted Aurinia Pharmaceuticals Inc. an exemption from certain issuer bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), allowing the company to purchase up to 15% of its outstanding common shares through the NASDAQ. This decision is based on the fact that the shares are not listed on any Canadian exchange and the impact on Canadian shareholders is limited.

The exemption is subject to conditions, including compliance with U.S. securities laws and NASDAQ rules, and the total number of shares acquired does not exceed 15% of outstanding shares within a 12-month period. The exemption is valid for 36 months from the date of the decision, and the company must disclose the terms of the exemption and conditions in a press release prior to purchasing shares.

The decision is supported by the Alberta Securities Commission as the principal regulator, and relies on the Multilateral Instrument 11-102 Passport System for application in other Canadian provinces, excluding Ontario, where the decision also applies directly. The exemption is contingent on the company’s adherence to the conditions and reporting requirements.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Consolidated Uranium Inc. is deemed to have ceased to be offering its securities to the public. This decision is based on the company’s application and representations to the OSC, which include the company’s status as an offering corporation, its location in Toronto, Ontario, its lack of intention to seek public financing through securities offerings, and its current status as a non-reporting issuer following an earlier order granted on January 24, 2024. The OSC determined that granting this order would not be against the public interest. The order was made on February 6, 2024, and is supported by the relevant provisions of the OBCA and the Securities Act (Ontario), as well as National Policy 11-206.

The Securities Commission granted exemptive relief to a group of mutual funds from certain sections of National Instrument 81-102 Investment Funds and other related instruments. This relief allows the funds to include past performance data in their sales communications and other disclosure documents, even though this data pertains to periods before the funds were distributed under a simplified prospectus or became reporting issuers.

The funds in question, managed by Onex Canada Asset Management Inc., had been distributed on a prospectus-exempt basis and had similar management and fee structures before and after becoming reporting issuers. The relief also permits the use of this historical performance data to calculate the funds’ investment risk levels according to the prescribed methodology.

Additionally, the Commission granted relief from section 2.1 of National Instrument 81-101 Mutual Fund Prospectus Disclosure, allowing the mutual funds to use past performance data for risk rating calculations in their simplified prospectus. The funds can also include this data in their fund facts document and annual and interim management reports of fund performance.

Furthermore, the Commission granted relief to permit the consolidation of simplified prospectus disclosure for alternative mutual funds with those of mutual funds that are not alternative mutual funds.

The decision was based on the understanding that the funds would be managed substantially similarly as reporting issuers as they were prior to that status, and that the historical data is meaningful for investors. The relief is contingent on the funds disclosing certain information regarding their status during the performance data periods and making their financial statements since inception available upon request.

The Ontario Securities Commission (OSC) has granted Brookfield Reinsurance Ltd. (the Filer) an exemption from the requirement under paragraph 9.3(1)(b) of National Instrument 44-102 Shelf Distributions (NI 44-102), which stipulates that only equity securities can be distributed via at-the-market (ATM) distributions using shelf procedures. The exemption pertains to the Filer’s Class A-1 exchangeable non-voting shares (Class A-1 Exchangeable Shares), which are economically and functionally equivalent to Brookfield Corporation’s class A limited voting shares (Brookfield Class A Shares) and convertible into class A exchangeable limited voting shares of the Filer (Class A Exchangeable Shares).

The OSC’s decision is based on the understanding that the Class A-1 Exchangeable Shares, while not carrying a residual right to participate in the company’s assets upon liquidation or winding-up (and thus not qualifying as equity securities under the Legislation), offer an economic return equivalent to an investment in Brookfield Class A Shares, which are equity securities. The OSC concluded that granting the exemption would not be prejudicial to the public interest.

The exemption is conditional upon the Filer meeting other requirements for ATM distributions as outlined in section 9.3 of NI 44-102, the distributed securities being Class A-1 Exchangeable Shares, and the Brookfield Class A Shares qualifying as equity securities under NI 44-102. This decision is applicable across multiple Canadian jurisdictions through the passport system, as indicated by the Filer’s notice of reliance on subsection 4.7(1)(c) of Multilateral Instrument 11-102 Passport System (MI 11-102).

The Securities Commission has granted an order for EnQuest PLC to cease being a reporting issuer in Canada. EnQuest, an independent energy company incorporated in the UK, has minimal connections to Canada, with no operations, employees, or offices in the country. The company’s securities are primarily traded on the London Stock Exchange, and less than 2% of its securities are owned by Canadian residents, who also represent less than 2% of the total number of security holders.

EnQuest became a reporting issuer in Alberta, British Columbia, and Ontario following an arrangement in 2010 but has not offered securities in Canada outside of that arrangement. The company is subject to UK securities laws and provides the same disclosure to all shareholders. It has no intention of offering its securities to Canadian residents or maintaining its reporting issuer status in Canada.

The decision, which is in accordance with the securities legislation of Alberta and Ontario, is based on the company’s compliance with UK securities laws, the lack of Canadian market activity for its securities, and the insignificant number of Canadian security holders. The company has also committed to providing Canadian security holders with the same information as UK residents.

The order is supported by the relevant provisions of the Securities Act (Alberta) and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. EnQuest PLC will no longer be a reporting issuer in any Canadian jurisdiction following this decision.

The Securities Commission has granted Hybrid Power Solutions Inc. (the Filer) an exemption from the requirement that audited financial statements must be accompanied by an auditor’s report expressing an unmodified opinion, as per paragraph 3.3(1)(a)(i) of National Instrument 52-107 Financial Disclosure. This exemption applies to the Filer’s financial statements for the years ended May 31, 2023, and May 31, 2022.

The Filer, a clean energy company, is a reporting issuer in multiple Canadian jurisdictions and has its common shares listed on the Canadian Securities Exchange. The company underwent a corporate restructuring and name change, and its auditor, MNP LLP, expressed a qualified opinion on the 2022 financial statements due to an inability to verify opening inventory quantities.

Despite this qualified opinion, the Filer’s interim financial statements for the six-month period ending November 30, 2022, received an unmodified audit opinion. The Filer has since filed a final long form prospectus, which includes the audited interim financial statements and is in compliance with securities legislation, except for the qualified opinion issue.

The exemption was granted based on the condition that the Filer’s business is not seasonal and that there is a subsequent audited period of at least six months with an unmodified opinion, as per section 5.8(2) of 41-101CP. The Filer’s 2023 financial statements contain an unmodified opinion for the year ended May 31, 2023, except for the comparative information from 2022.

The Filer sought the exemption to rectify its default in securities legislation and to qualify for filing a short form base shelf prospectus under NI 44-101 and NI 44-102. The exemption was granted by the British Columbia Securities Commission, which is the principal regulator, and the decision also represents the decision of the securities regulatory authority in Ontario. The exemption is contingent upon the Filer meeting all other compliance requirements of NI 52-107.

The Securities Commission has granted alternative mutual funds managed by NewGen Asset Management Limited (NewGen) exemptions from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow these funds to engage in physical short selling and cash borrowing up to 100% of their net asset value (NAV), exceeding the usual 50% limit. Additionally, the funds are permitted to appoint multiple custodians and clarify that short sale proceeds are excluded when calculating non-custodial borrowing agent collateral limits under section 6.8.1 of NI 81-102.

The decision is based on the rationale that these strategies are integral to the funds’ investment objectives, which may include market-neutral, offsetting, inverse, or shorting strategies. The Commission recognized that physical short selling and cash borrowing can be more cost-effective and flexible than using derivative instruments for the same exposure, and that the funds’ risk management policies are adequate to address the associated risks.

The exemptions are subject to conditions ensuring that the funds comply with the leverage limit of 300% of NAV for combined exposure to short selling, cash borrowing, and specified derivatives, and that the funds’ prospectuses disclose the ability to engage in these activities beyond the standard limits.

The decision also allows funds to deposit portfolio assets with a borrowing agent not acting as the fund’s custodian or sub-custodian, provided the value of these assets does not exceed 25% of the fund’s NAV. Furthermore, funds can appoint additional custodians qualified under NI 81-102, enhancing operational efficiency and potentially increasing revenues from securities lending activities.

The exemptions are contingent on the funds maintaining proper reconciliation of portfolio assets among custodians, and the additional custodians acting only for the portion of portfolio assets transferred to them. The decision was made under the securities legislation of Ontario and relies on Multilateral Instrument 11-102 for application in other Canadian jurisdictions.

The Securities Commission granted an order for Akumin Inc. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. Akumin Inc., a provider of outpatient radiology and oncology solutions in the U.S., underwent a reorganization plan approved by a U.S. bankruptcy court, which led to the company becoming privately-held and no longer subject to U.S. Securities Exchange Act registration. As part of the reorganization, Akumin Inc. issued contingent value rights (CVRs) to former shareholders, but the distribution of these CVRs to Canadian holders was contingent on the company ceasing to be a reporting issuer in Canada.

Key Facts:

– Akumin Inc. transitioned from an Ontario corporation to a Delaware corporation.
– It was a reporting issuer in Canada and filed with the SEC in the U.S.
– The company’s common shares were delisted from both NASDAQ and the Toronto Stock Exchange.
– A restructuring support agreement led to a prepackaged Chapter 11 bankruptcy filing.
– The reorganization plan involved canceling existing common shares and issuing new securities, including CVRs, to former shareholders.
– The CVRs are non-transferable rights to future cash payments contingent on specific trigger events.
– Akumin Inc. is now a privately-held company in the U.S. with Stonepeak as the sole shareholder.

Reasoning:

– The distribution of CVRs to Canadian shareholders would be penalized if Akumin Inc. remained a reporting issuer in Canada.
– The company is not an SEC registrant and does not have public reporting obligations in the U.S.
– The CVRs will not be publicly traded or subject to SEC or Canadian reporting requirements.
– The reorganization plan requires Akumin Inc. to not be subject to continuous disclosure obligations.
– Canadian shareholders are protected by the Independent Accountant Certification Process for CVR distributions.
– The company does not intend to seek public financing or distribute any securities in Canada other than CVRs and new notes under the reorganization plan.

Outcome:

The order was granted, allowing Akumin Inc. to cease being a reporting issuer in Canada. This enables the company to distribute CVRs to Canadian shareholders under the reorganization plan without conflicting with Canadian securities laws.

Relevant Laws and Regulations:

– Securities Act, R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii).
– National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
– U.S. Securities Exchange Act of 1934.
– U.S. Bankruptcy Code.
– National Instrument 51-102 Continuous Disclosure Obligations.
– National Instrument 45-106 Prospectus Exemptions.

The Ontario Securities Commission (OSC) has granted a full revocation of a cease trade order (CTO) against First Choice Products Inc. The CTO, issued on February 22, 2013, was due to the company’s failure to file certain continuous disclosure documents required by Ontario securities law. The company has since addressed the filing deficiencies, except for certain outstanding documents, and has paid all necessary fees.

The decision to revoke the CTO was made under section 144 of the Securities Act (Ontario), which allows for revocation if it is not prejudicial to the public interest. The company has provided undertakings to the OSC, including holding a shareholder meeting within three months and not completing certain transactions involving non-Canadian businesses without meeting specific prospectus filing requirements.

The revocation allows First Choice Products Inc. to resume trading its securities, subject to compliance with applicable securities legislation. The company has also committed to issuing a news release and filing a material change report upon revocation of the CTO to inform the public and outline future plans.

The Securities Commission has granted an exemption to a fund from two requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow the fund to:

1. Appoint more than one custodian, specifically permitting the Bank of Montreal (BMO) to hold the fund’s physical gold bullion, diverging from subsection 6.1(1) which typically requires a single custodian.

2. Accept physical gold bullion as payment for units of the fund, deviating from subsection 9.4(2) which generally restricts subscription proceeds to cash or securities.

The exemptions are subject to conditions ensuring proper reconciliation and valuation of the fund’s assets, and that each custodian only handles the assets transferred to it. The decision is based on the fund’s operational needs, the specialized nature of storing bullion, and BMO’s qualifications as a custodian. The fund, managed by BMO Asset Management Inc., aims to provide exposure to the price of gold by holding most of its assets in bullion. The exemptions are contingent upon compliance with the conditions set out in paragraph 9.4(2)(b) of NI 81-102.

The Ontario Securities Commission granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was initially issued due to the company’s failure to file audited annual financial statements, related management’s discussion and analysis (MD&A), and certifications for the year ended December 31, 2022, as well as interim financial documents for March 31 and June 30, 2023.

The company sought the partial revocation to conduct a private placement to accredited investors, aiming to raise up to $200,000 by issuing units composed of common shares and warrants. The proceeds are intended to fund the preparation and filing of overdue continuous disclosure documents and to pay related fees.

The partial revocation was granted under sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended), subject to conditions that include providing each investor with a copy of the CTO and the partial revocation order, obtaining signed acknowledgments that the securities will remain under the CTO until fully revoked, and issuing press releases and material change reports regarding the financing and order.

The order is effective until the earlier of the financing’s closing or 60 days from the date of the order. The decision was made based on the company’s representations and the regulator’s satisfaction that the partial revocation met the legislative requirements.

The Securities Commission granted a Danish listed company, Better Collective A/S, an exemption similar to the one provided to designated foreign issuers under Part 5 of National Instrument 71-102 and other related regulations. This exemption was necessary because Denmark is not listed as a designated foreign jurisdiction. The relief exempts Better Collective from certain continuous disclosure requirements, insider reporting obligations, and early warning requirements for acquisitions of its voting or equity securities.

The decision was based on several conditions, including Better Collective’s compliance with Danish capital markets regulations, which are deemed as rigorous as those in Canada and certain designated foreign jurisdictions. The company must continue to be incorporated in Denmark, with less than 50% of its voting securities owned by Canadian residents, and its business must not be principally administered in Canada. Additionally, Better Collective’s securities must not be registered under the U.S. Securities Exchange Act of 1934.

Better Collective must file on SEDAR+ all documents required by Danish regulations, including financial statements prepared in accordance with International Financial Reporting Standards as adopted by the EU. The exemption is conditional upon Better Collective’s compliance with Danish disclosure requirements and timely public disclosure of material information in Canada.

The exemption for insiders from reporting requirements is granted provided they comply with Danish insider reporting regulations. Similarly, the exemption from early warning requirements for acquirers of Better Collective’s securities is contingent upon compliance with Danish beneficial ownership reporting requirements.

The granted exemptions are subject to a five-year expiration from the date of the decision. All documents filed on SEDAR+ must be in English, and if translated, must be accompanied by a certificate of accuracy.

The decision is underpinned by various legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and multiple National Instruments covering continuous disclosure obligations, acceptable accounting principles, audit committees, insider reporting, and early warning systems, among others.

The Securities Commission granted an exemption to a reporting issuer, allowing it to comply with the obligations applicable to venture issuers despite not meeting the standard definition of a venture issuer due to its cross-listing on the TSX Venture Exchange and the Risk Capital segment of the Bolsa de Valores de Lima. This decision was made under various National Instruments and Multilateral Instruments, including NI 41-101, NI 51-102, NI 52-107, NI 52-109, NI 52-110, NI 58-101, and MI 61-101.

The issuer, a precious metals producer with properties in Mexico and Peru, is listed on several exchanges, including the TSX Venture Exchange and the Lima Stock Exchange’s Risk Capital Segment, which caters to junior mining companies and defers to the primary exchange’s requirements. The issuer had previously been granted similar relief, which it sought to expand to include all Canadian jurisdictions and to obtain relief from certain valuation and minority approval requirements.

The exemption was conditional upon the issuer’s continued compliance with Canadian securities legislation applicable to venture issuers, its ongoing listing on the specified exchanges, and the maintenance of the Risk Capital Segment’s status as a junior market. The issuer must also inform the principal regulator of any material changes to the Risk Capital Segment or its status as a junior market.

The decision was based on representations by the issuer regarding its compliance with the TSXV’s requirements, its monitoring of the Risk Capital Segment’s requirements, and the accuracy of the information provided about the Risk Capital Segment. The exemption allows the issuer to benefit from certain exemptions typically available to venture issuers and requires adherence to specific conditions related to minority approval in special transactions. The issuer is not permitted to rely on previous relief obtained in 2009.

The Securities Commission has granted an exemption from prospectus requirements for certain trades of Graymont Limited shares, under specific conditions. Graymont Limited, a lime and limestone product producer, is not a reporting issuer and has no intention of becoming one. Its shares are not traded on any public marketplace.

The exemption applies to trades between “Permitted Transferees,” which include extended family members of Graymont’s founder, their holding companies, family trusts, current and former directors, officers, employees, and a charitable foundation associated with the family. The decision is based on the understanding that there is no public market for Graymont shares and none is expected to develop.

The exemption is subject to conditions that include transfer restrictions as per the Graymont Shareholder Agreements, the presence of a legend on share certificates indicating resale and transfer restrictions, and the provision of annual audited and interim unaudited financial statements to shareholders. Additionally, before any transfer of shares to a Permitted Transferee who is not already a shareholder, Graymont must provide the most recent financial statements.

The first trade of Graymont shares to anyone other than a Permitted Transferee will be considered a distribution. The decision, which is the result of an application under Multilateral Instrument 11-102 Passport System and National Policy 11-203, reflects the securities legislation of British Columbia and Ontario, specifically sections 61 and 76 of the Securities Act, R.S.B.C. 1996, c. 418, and sections 53 and 4 of the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Securities Commission has granted an order for Opsens Inc. to cease being a reporting issuer. This decision is based on the application submitted by Opsens Inc. and is supported by several key facts:

1. Opsens Inc. is not an OTC reporting issuer under the relevant regulation.
2. The company’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
3. Opsens Inc.’s securities are not traded on any public marketplace or facility in Canada or internationally where trading data is publicly reported.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status.
5. Opsens Inc. is not in violation of any securities legislation in any jurisdiction.

The decision, which aligns with the legislative requirements, was made by the principal regulator, the Autorité des marchés financiers, and also reflects the decision of the securities regulatory authority in Ontario. The order is supported by the securities legislation of the jurisdictions, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), and is consistent with National Policy 11-206 regarding the process for ceasing to be a reporting issuer.

The Securities Commission has granted an application by Spark Power Group Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii).

The Ontario Securities Commission acted as the principal regulator, and the application was made through the established process for ceasing to be a reporting issuer. The company indicated its reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces and territories.

The decision was based on several key representations by Spark Power Group Inc.:

1. The company is not an OTC reporting issuer.
2. It has fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The company sought to cease being a reporting issuer in all Canadian jurisdictions where it was recognized as such.
5. The company is not in default of any securities legislation.

The principal regulator concluded that the application met the necessary criteria and therefore approved the order for Spark Power Group Inc. to cease being a reporting issuer.

The Securities Commission has granted an order for H2O Innovation Inc. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was based on the application submitted by the company under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator.

The company met the necessary conditions for the order, which included not being an OTC reporting issuer, having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and not having its securities traded on any public marketplace. Additionally, H2O Innovation Inc. was not in default of any securities legislation.

The order was made in accordance with the relevant legislative provisions, including the Securities Act of Ontario, the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and other related regulations defining the process and terms for such applications. The outcome allows the company to cease its reporting issuer obligations in Canada.

The Securities Commission has granted an application by BlackRock Asset Management Canada Limited (the Filer) on behalf of certain exchange-traded mutual funds (the ETFs) for an extension of the prospectus lapse date. The extension allows the lapse date of the ETFs’ current prospectus, dated February 2, 2023, to be moved to June 29, 2024, aligning it with the prospectus of other funds under the Filer’s management (the iShares Funds). This decision is made under subsection 62(5) of the Securities Act (Ontario) and is intended to streamline operations, reduce costs, and facilitate easier comparison of fund features for investors.

The Filer is a registered investment fund manager and is not in default of any securities legislation. The ETFs are in continuous distribution and listed on the Toronto Stock Exchange. Without the granted relief, the Filer would have to renew two separate prospectus documents within a short period, incurring unnecessary costs. No material changes have occurred in the ETFs’ affairs since the current prospectus issuance, and the Filer will amend the prospectus and ETF Facts as required by law if any material change occurs.

The principal regulator, the Ontario Securities Commission, has determined that the extension will not affect the accuracy of the information in the current prospectus or ETF Facts and is not prejudicial to the public interest. The decision meets the test set out in the legislation for the regulator to make the decision, and therefore, the requested relief is granted.

The Securities Commission has granted The TDL Group Corp. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).

The key points leading to this decision include:

1. The Filer is not an OTC reporting issuer as per Multilateral Instrument 51-105.
2. The Filer’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all jurisdictions of Canada where it is recognized as such.
5. The Filer is not in violation of any securities legislation in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, has reviewed the application and determined that it meets the necessary criteria under the relevant legislation to approve the Filer’s request.

The Securities Commission has granted an order for Newcrest Mining Limited to cease being a reporting issuer in all Canadian jurisdictions. This decision is based on the application submitted by the company and is supported by several key facts:

1. Newcrest Mining Limited is not classified as an OTC reporting issuer.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. Its securities are not traded on any public marketplace or facility in Canada or internationally where trading data is reported.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status.
5. The company is not in violation of any securities legislation in any jurisdiction.

The order is in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision was made following the regulatory framework of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relies on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for its application across Canadian provinces and territories. The outcome is that Newcrest Mining Limited is no longer a reporting issuer and is relieved from the associated reporting obligations in Canada.

The Securities Commission has granted an application by Consolidated Uranium Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii).

The Ontario Securities Commission acted as the principal regulator, and the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Quebec.

The decision was based on several key representations by Consolidated Uranium Inc.:

1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. There are fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The company’s securities are not traded on any marketplace or facility where trading data is publicly reported.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. The company is not in default of any securities legislation in any jurisdiction.

The principal regulator concluded that the company met the necessary criteria to cease being a reporting issuer, and therefore, the application was approved.

The Ontario Securities Commission (OSC) has issued an order declaring that Spark Power Group Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant has confirmed that it is an offering corporation under the OBCA and has no plans to seek public financing through securities offerings. Additionally, the Applicant has previously been granted an order confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The order was made on January 23, 2024.

The Securities Commission granted an exemption to mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding sales communications. The exemption allows these funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, which would otherwise be restricted under paragraphs 15.3(4)(c) and (f) of NI 81-102.

NI 81-102 typically requires that performance ratings or rankings in sales communications match the standard performance data periods and be current within specific time frames. However, the Filer sought relief from these requirements because the ratings and awards they wish to reference do not match the standard periods and are published annually, which would not comply with the usual time restrictions.

The exemption was granted under the condition that the sales communications comply with other parts of NI 81-102 and include specific disclosures, such as the award or rating name, the number of funds in the category, the ranking entity, the period the award or rating is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not be more than 365 days old at the time of the communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made under the authority of section 19.1 of NI 81-102 and is consistent with the test set out in the Legislation for the principal regulator to make such a decision. The exemption is intended to provide investors with valuable information while ensuring transparency and clarity in mutual fund sales communications.

The Securities Commission received an application from Allkem Limited (the Filer) for an order to cease being a reporting issuer across all Canadian jurisdictions where it currently holds this status. The Ontario Securities Commission served as the principal regulator for this application, with the Filer indicating reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other provinces.

The decision was based on several key representations from the Filer:

1. It is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. Its securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 globally.
3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status.
5. The Filer is not in default of any securities legislation.

Taking these representations into account, the principal regulator concluded that the Filer met the necessary criteria under the applicable securities legislation to cease being a reporting issuer. Consequently, the Order Sought was granted, allowing Allkem Limited to no longer be subject to reporting issuer obligations in Canada. This decision was made in accordance with the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 1(10)(a)(ii). The order was issued by Lina Creta, Manager of Corporate Finance at the Ontario Securities Commission.

The Securities Commission has granted an application by Alpha Lithium Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The application was evaluated under the relevant securities legislation, including the British Columbia Securities Act, R.S.B.C. 1996, c. 418, s. 88, and the Ontario Securities Act, R.S.O. 1990, c. S.5.

The Filer met the necessary conditions for the order, which include:
– The Filer is not an OTC reporting issuer.
– The Filer’s securities are owned by fewer than 15 securityholders in any single Canadian jurisdiction and by fewer than 51 securityholders worldwide.
– The Filer’s securities are not traded on any public market in Canada or any other country.
– The Filer is not in default of any securities legislation.

The order was made under Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, with the British Columbia Securities Commission acting as the principal regulator and the decision also representing the judgment of the regulator in Ontario. The outcome allows the Filer to cease its reporting obligations in Canada.

The Securities Commission has granted Hammerhead Energy Inc. an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision, which is rooted in the Securities Act (Ontario) and is influenced by National Policy 11-206, was based on several key findings:

1. Hammerhead Energy Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The company’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders globally.
3. No Hammerhead securities are traded on any public marketplace or facility where trading data is reported.
4. The company has requested to stop being a reporting issuer in all Canadian jurisdictions.
5. Hammerhead Energy Inc. is not in violation of any securities legislation.

The Alberta Securities Commission, acting as the principal regulator and representing the Ontario securities regulatory authority, agreed that the company met the legislative criteria to cease being a reporting issuer. The order was thus approved, fulfilling the company’s request.

The Ontario Securities Commission (OSC) has granted an application for the Manulife EAFE Equity Fund to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The application was made by Manulife Investment Management Limited, with the OSC acting as the principal regulator under the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

Key factors influencing this decision include:

– The Fund is not an OTC reporting issuer as per Multilateral Instrument 51-105.
– The Fund’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide.
– The securities are not traded on any public marketplace in Canada or internationally.
– Manulife Investment Management Limited sought to have the Fund cease its reporting issuer status across Canada.
– The Fund is compliant with all securities legislation requirements in the jurisdictions of concern.

The decision was made under the authority of section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The OSC concluded that the application satisfied the legislative requirements for ceasing to be a reporting issuer, and thus the requested order was granted.

The Securities Commission granted an exemption to Genus Capital Management Inc. (the Filer) on behalf of Genus High Impact Equity Fund (the Fund) from certain requirements under National Instruments 81-102, 81-101, and 81-106. This exemption allows the Fund to include past performance data in its sales communications, fund facts, and management reports of fund performance (MRFP), despite the data pertaining to a period before the Fund was a reporting issuer. The Fund, which has been compliant with NI 81-102 investment restrictions since inception, will use this data to calculate its investment risk rating.

The exemption is conditional on the disclosure that the Fund was not a reporting issuer during the period the performance data relates to, and that expenses would have been higher had it been a reporting issuer. The decision also requires the Filer to post the Fund’s financial statements since inception on the Fund’s website and provide them to investors upon request.

The outcome is grounded in the consideration that the Fund’s past performance is reflective of its operations as a reporting fund, the differences in performance are mainly due to management fees between different series of units, and that the Fund’s expenses are not materially different from a reporting fund. The exemption is expected to provide investors with meaningful information for investment decisions.

The decision was made under the securities legislation of British Columbia and Ontario, with British Columbia Securities Commission as the principal regulator. The decision also applies to other Canadian provinces and territories under the Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission has granted Fidelity Investments Canada ULC an extension of the prospectus lapse date for the Fidelity Global Growth Private Pool. This relief, allowed under subsection 62(5) of the Ontario Securities Act, extends the lapse date by 40 days to April 25, 2024. The extension aligns the prospectus renewal of the fund with other funds under Fidelity’s management, facilitating a consolidated prospectus and reducing administrative burdens.

Fidelity Investments Canada ULC, registered in multiple capacities across Canadian jurisdictions, manages the Fidelity Global Growth Private Pool, a mutual fund corporation. The fund is currently distributed under a prospectus dated March 16, 2023, which was set to lapse on March 16, 2024, requiring a renewal process to continue distribution. By extending the lapse date, Fidelity avoids the impracticality and cost of renewing the prospectus twice in a short timeframe for consolidation purposes.

The decision was made considering that there have been no material changes in the affairs of the fund since the filing of the current prospectus, and any material changes would trigger an amendment as required by law. The extension will not compromise the accuracy of the fund’s current information, and the fund’s most recent fund facts document will continue to be provided to new investors. This exemption is granted without prejudice to the public interest.

The Securities Commission has granted Stonecreek Capital Inc. an order to cease being a reporting issuer, based on an application under the securities legislation of Alberta and Ontario. This decision, which applies to all Canadian jurisdictions where Stonecreek Capital Inc. is a reporting issuer, is supported by several key facts:

1. Stonecreek Capital Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 security holders in any single Canadian jurisdiction and fewer than 51 globally.
3. No securities of Stonecreek Capital Inc. are traded on any public marketplace or facility in Canada or internationally.
4. Stonecreek Capital Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it has this status.
5. The company is not in default of any securities legislation in any jurisdiction.

The decision to grant the order is in accordance with the legislative requirements, specifically referencing the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The Alberta Securities Commission served as the principal regulator for this application, and the order reflects the agreement of both the Alberta and Ontario securities regulatory authorities.

The Securities Commission granted Hut 8 Mining Corp. (the Filer) an order to cease being a reporting issuer under the applicable securities laws. Hut 8 Mining Corp., a digital asset mining company, underwent a business combination with U.S. Data Mining Group, Inc. (USBTC) and Hut 8 Corp. (New Hut) through a plan of arrangement. As a result, Hut 8 Mining Corp. became a wholly-owned subsidiary of New Hut, and its common shares were exchanged for shares of New Hut common stock.

The Filer’s securities were delisted from the Toronto Stock Exchange and Nasdaq, and no securities of the Filer remain outstanding except for certain equity awards (RSUs, DSUs, Options, and Warrants), which were adjusted to be settled in New Hut Shares or cash equivalents. The Filer is not in default of any obligations under the securities legislation and has no intention to seek public financing.

The decision was made based on the Filer’s representations, including the completion of the arrangement, the adjustment of outstanding securities, the delisting of Filer’s shares, and the fact that no securities are traded on any marketplace. The Filer is not an OTC reporting issuer and has provided notice to securityholders of its intention to cease being a reporting issuer.

The order was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the relevant regulatory instruments including National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The Ontario Securities Commission, as the principal regulator, is satisfied that the Filer meets the criteria to cease being a reporting issuer. The decision was dated January 2, 2024.

The Securities Commission has granted an application by Nova Royalty Corp. (the “Filer”) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the criteria that the Filer’s securities are owned by less than 15 securityholders in each Canadian jurisdiction and fewer than 51 securityholders worldwide, the securities are not traded on any exchange or market, and the Filer is not in violation of any securities legislation.

The application was processed under the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission served as the principal regulator and the order also represents the decision of the regulator in Ontario.

The legal framework for this decision includes the Securities Act of British Columbia (R.S.B.C. 1996, c. 418, s. 88) and the Securities Act of Ontario (R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii)). The order confirms that the Filer has met the necessary conditions to cease being a reporting issuer, thereby relieving it of the reporting obligations associated with this status.

The Securities Commission has granted an order for Norris Lithium Inc. to cease being a reporting issuer based on an application that followed the acquisition of all its common shares by Lithium One Metals Inc. through a statutory plan of arrangement. Post-arrangement, the only outstanding securities of Norris Lithium are warrants, which are now exercisable for shares of the acquirer, Lithium One Metals, rather than Norris Lithium.

The decision was influenced by several factors: the acquirer is a reporting issuer with listed shares on the TSX Venture Exchange and is in compliance with continuous disclosure obligations; the warrants do not require Norris Lithium to provide continuous disclosure or remain a reporting issuer; and there is no intention for Norris Lithium to seek public financing.

The order was issued under the relevant securities legislation, including the Securities Act (R.S.O. 1990, c. S.5, as amended), and was based on the fact that Norris Lithium’s securities are not traded on any public marketplace and the company is not in default of any securities legislation.

The order effectively means that Norris Lithium Inc. is no longer subject to the reporting requirements typically imposed on public companies in Canada.

The Securities Commission has granted Invesco Canada Ltd. an extension for filing the final prospectus of its three funds. Typically, under subsection 2.3(1.1) of National Instrument 41-101 General Prospectus Requirements (NI 41-101), a final prospectus must be filed within 90 days of the preliminary prospectus receipt. However, Invesco sought and received an additional 60 days, allowing them to file by February 19, 2024.

The extension was requested to align the filing of the final prospectus with the calendar year in which the units of the funds are to be listed on the Toronto Stock Exchange (TSX). This timing is crucial to avoid negative tax implications for the funds. The Securities Commission agreed to this exemption based on the application’s details and the rationale provided, with the condition that there will be no pre-marketing of the funds prior to their launch.

The decision is documented in a letter from Darren McKall, Manager of the Investment Funds and Structured Products Branch of the Ontario Securities Commission, and is supported by the applicable provisions of NI 41-101. The relief is contingent upon the final prospectus being filed by the specified extended deadline.

The Securities Commission granted CI Investments Inc. (CI) and its affiliates an exemption from certain provisions of National Instrument 31-103, which generally restricts a registered adviser from causing investment fund transactions between funds that the adviser manages. This exemption allows CI-managed funds, both public and private top funds, to make in-specie subscriptions to related private markets funds, transferring securities instead of cash as subscription payment.

The decision applies to existing public and private top funds and any future funds managed by CI. The exemption is subject to conditions, including approvals from independent review committees, adherence to valuation procedures, and compliance with investment objectives. The rationale behind the exemption is to enable efficient management and cost-effective investment strategies for the funds involved, increasing their asset base and potential for better economies of scale and diversification.

The decision is based on the understanding that the transactions will be in the best interests of the funds, will not involve any compensation for CI except for possible nominal administrative and trade execution charges, and will be recorded and kept for five years.

The relevant regulatory framework includes National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, particularly sections 13.5(2)(b)(ii) and (iii), and the decision-making process follows the guidelines of National Policy 11-203 and Multilateral Instrument 11-102. The decision was made considering the funds’ compliance with securities legislation, as well as CI’s status and registration as a portfolio manager, investment fund manager, and exempt market dealer across Canadian provinces and territories.

The Ontario Securities Commission granted Bridgemarq Real Estate Services Inc. (the Filer) an exemption from certain minority approval and formal valuation requirements for related party transactions involving Residential Income Fund L.P. (the Partnership) or its subsidiaries. This exemption is based on the Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), specifically sections 5.5(a), 5.7(1)(a), and 9.1.

The exemption allows the Filer to include the indirect equity interest held by Brookfield BBP (Canada) Holdings LP in the form of exchangeable Class B limited partnership units (Exchangeable LP Units) when calculating the Filer’s market capitalization. This calculation is relevant for determining eligibility for the 25% market capitalization exemption for certain related party transactions.

Key conditions of the exemption include:

1. The transaction must qualify for the Transaction Size Exemption under MI 61-101 if the Exchangeable LP Units were treated as convertible into Restricted Voting Shares of the Filer.
2. No material changes to the terms of the Exchangeable LP Units or the Special Voting Share.
3. Compliance with the rules and policies of the Toronto Stock Exchange (TSX) or other relevant exchange.
4. Disclosure requirements in material change reports and annual information forms, explaining the granted exemption and its implications on the 25% threshold for minority approval and formal valuation requirements.

This decision is consistent with the treatment of operating entities of income trusts and reflects the economic equivalence of the Exchangeable LP Units to the Filer’s Restricted Voting Shares. It acknowledges the need to consider the full equity value of the Filer, including Brookfield’s interest, for a fair assessment of transaction sizes relative to the Filer’s market capitalization.

The Securities Commission has granted an exemption to BMO Investments Inc. and its affiliates, allowing them to appoint Securities Finance Trust Company (eSecLending) as an agent for administering securities lending transactions for their investment funds. This exemption deviates from subsection 2.15(3) of National Instrument 81-102 Investment Funds (NI 81-102), which typically requires the agent to be a custodian or sub-custodian of the funds.

The exemption was sought because eSecLending, despite not offering custodial services and therefore not qualifying as a custodian or sub-custodian, has specialized expertise in securities lending that could potentially lead to increased revenues for the funds. The Filer believes that eSecLending’s bespoke programs and detailed reporting could improve the funds’ securities lending returns.

Key points in the decision include:

– eSecLending’s substantial experience and management of over USD $6.5 trillion in client assets.
– eSecLending’s inability to meet the equity requirement of $100,000,000 to qualify as a sub-custodian under NI 81-102.
– The funds’ assets and collateral will continue to be held by the funds’ custodian, maintaining operational security.
– The Filer will update the prospectuses of existing funds to reflect the appointment of eSecLending and ensure eSecLending complies with NI 81-102, including the standard of care.

The exemption was granted under the securities legislation of multiple jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The decision was made considering that the exemption aligns with the legislative requirements and is in the best interest of the funds and their securityholders.

The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against Affinor Growers Inc. The CTO was initially put in place because the company failed to submit required continuous disclosure materials. The revocation follows an application by the issuer for the CTO to be lifted, which was considered under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The revocation order was made by the British Columbia Securities Commission, acting as the principal regulator, and was also recognized by the Ontario Securities Commission. The decision was based on the satisfaction of the criteria set out in the applicable securities legislation, which includes the Securities Act, R.S.O. 1990, c.S.5, as amended, and the provisions of section 144.

The outcome is that the restrictions on trading securities of Affinor Growers Inc. imposed by the CTO have been lifted as of December 20, 2023.

The Ontario Securities Commission (OSC) has granted consent to Spitfyre Capital Inc. for its continuation from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is pursuant to subsection 21(b) of Ontario Regulation 398/21 made under the OBCA and section 181 of the OBCA.

Spitfyre Capital Inc., an offering corporation incorporated under the OBCA, is currently listed on the TSX Venture Exchange and is a reporting issuer in Ontario, British Columbia, and Alberta. The company has proposed a qualifying transaction involving an amalgamation with NeoTerrex Corporation, following which it plans to continue under the CBCA.

The Commission’s consent follows Spitfyre Capital Inc.’s representations that it is not in default under any provisions of the OBCA, the Securities Act (Ontario), or any other securities legislation where it is a reporting issuer, and it is not subject to any related proceedings. The company’s shareholders approved the continuation without dissent at a meeting where the implications and reasons for the continuance were fully disclosed.

The OSC’s consent is based on the assessment that the continuation would not be prejudicial to the public interest. The decision was made on December 18, 2023.

The Securities Commission has granted certain investment funds managed by Manulife Investment Management Limited, or its affiliates, an exemption from the concentration limits prescribed in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to invest more than the standard 10% (for mutual funds) or 20% (for alternative mutual funds and non-redeemable investment funds) of their net asset value in debt obligations issued or guaranteed by Fannie Mae or Freddie Mac.

The decision is based on the fact that Fannie Mae and Freddie Mac are instrumentalities of the U.S. government and play a critical role in the U.S. mortgage industry. Although their debt is not explicitly guaranteed by the U.S. government, it is widely assumed that there is an implicit guarantee due to their significance in the mortgage market. During the 2008 financial crisis, both entities were placed under conservatorship to avoid default, reinforcing the perception of an implicit government guarantee. Their securities are considered government securities under the U.S. Investment Company Act of 1940, and they are rated equivalent to U.S. government debt by designated rating organizations.

The exemption is subject to conditions that the securities must have a U.S. Government Equivalent Rating and a minimum credit rating at the time of purchase. The funds’ prospectuses must disclose the permission to exceed the standard concentration limits and the associated risks, including the lack of an explicit government guarantee and the potential legislative changes that could affect the implied guarantee.

If the credit rating of the securities falls below the required threshold or if U.S. Congress proposes or enacts legislation that could remove the implied guarantee, the funds must dispose of the securities in a manner that complies with the standard concentration limits of NI 81-102.

The Securities Commission has granted an application by I.G. Investment Management, Ltd. (IGIM) for an extension of the prospectus lapse dates for two groups of funds—the Sector Funds and the Twin Trust Funds—by 104 and 123 days respectively. This decision allows the consolidation of their prospectuses with that of other funds under IGIM’s common management, known as the June Funds, which have a lapse date of June 29, 2024.

The extension is based on the rationale that combining the prospectuses will reduce costs, streamline disclosure, and simplify comparison for investors. IGIM argued that renewing the prospectuses separately would be impractical and costly, and that the extensions would not affect the accuracy of the information in the prospectuses or be prejudicial to the public interest.

The decision was made under subsection 62(5) of the Securities Act (Ontario) and is supported by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Manitoba Securities Commission is the principal regulator, and the decision is recognized by the securities regulatory authority in Ontario and is intended to be relied upon in other Canadian jurisdictions as per Multilateral Instrument 11-102 Passport System.

The key conditions for the extension include that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, and that any material changes will be disclosed as required by legislation. The funds remain in compliance with securities legislation, and the current prospectuses and fund facts represent the current information of the funds. New investors will continue to receive the most recent fund facts documents.

In summary, the Securities Commission’s decision permits IGIM to extend the prospectus lapse dates for the Sector Funds and the Twin Trust Funds, enabling their consolidation with the prospectus of the June Funds, thereby streamlining the management and distribution of these funds.

The Securities Commission has granted CIBC Asset Management Inc. (CIBC) an exemption from the multi-layering restriction of National Instrument 81-102 Investment Funds (NI 81-102), which typically prohibits mutual funds from investing in other funds that themselves invest over 10% of their net asset value in other mutual funds. This exemption allows CIBC to implement a three-tier fund structure, with certain conditions.

Under the terms of the exemption:

1. CIBC must be the registered investment fund manager for all funds involved in the three-tier structure.
2. The fund prospectuses must disclose that the funds may invest in reference funds which in turn may invest more than 10% of their assets in third-tier funds without charging additional management or administrative fees.
3. The investments must comply with all other requirements of section 2.5 of NI 81-102, barring any other granted discretionary relief.
4. There must be no duplication of management or administrative fees across the three tiers.
5. The structure must ensure fair treatment of investors and fair allocation of transaction costs.
6. Policies and procedures must be in place to manage liquidity and redemption risks due to cross-ownership within the structure.
7. Each fund must comply with disclosure requirements as if they were directly investing in the third-tier funds.
8. Reference and third-tier funds must not be alternative mutual funds and must not rely on discretionary relief to exceed leverage exposure limits.

The decision is based on the expectation that this exemption will not be prejudicial to the public interest and will maintain fair treatment and investor protection. The Ontario Securities Commission, as the principal regulator, has issued this decision, which is applicable across multiple Canadian jurisdictions.

The Securities Commission has granted Northwest & Ethical Investments L.P. (the Filer) on behalf of NEI Long Short Equity Fund and any future alternative mutual funds (the Funds) an exemption from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Funds to engage in short selling and cash borrowing up to a combined aggregate total of 100% of the Fund’s net asset value (NAV), exceeding the standard 50% limit.

The exemption also permits the Funds to exceed the usual 10% NAV limit for short selling securities of a single issuer when dealing with index participation units (IPUs) of IPU Issuers, allowing short sales up to a maximum of 100% of a Fund’s NAV.

The decision is based on the rationale that the Funds’ investment strategies may necessitate market-neutral strategies or additional leverage beyond the standard limits. These strategies aim to provide positive returns regardless of market movements and can offer cost savings compared to using derivatives for the same exposure. The exemption will enable the Filer to manage the Funds more effectively and potentially reduce expenses, without increasing overall risk.

The Commission’s decision is contingent upon the Funds adhering to certain conditions, including compliance with the overall 300% aggregate gross exposure limit to cash borrowing, short selling, and specified derivatives, as well as maintaining risk management policies and procedures. The Funds must also provide full disclosure of their short selling and cash borrowing activities in their Prospectus, fund facts, and ETF facts documents.

The exemption is granted with the understanding that it aligns with the Funds’ investment objectives and strategies, and that it will not compromise investor interests. The decision underscores the flexibility required by alternative mutual funds to implement their investment strategies within the regulatory framework.

The Securities Commission has granted Denbury Inc. an order declaring that it has ceased to be a reporting issuer in Canada. This decision is based on several key factors:

1. Denbury Inc., headquartered in Texas, is a reporting issuer in all Canadian provinces and has been acquired by ExxonMobil Corporation, becoming its wholly-owned subsidiary.

2. Following the acquisition, Denbury’s common shares were delisted from the New York Stock Exchange.

3. The company’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading on any marketplace.

4. Denbury Inc. has complied with all necessary securities legislation, with minor exceptions related to late filings and non-substantive defects in materials related to a security holders’ meeting.

The order is supported by the applicable provisions of the Securities Act and National Policy 11-206, which guide the process for ceasing to be a reporting issuer. The decision reflects the consensus of the Decision Makers from Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. This outcome allows Denbury Inc. to discontinue its reporting obligations in Canada.

The Securities Commission has granted an exemption to top funds managed by RBC Global Asset Management Inc. from the control restriction in section 2.2(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest in and hold more than 10% of the equity securities of related underlying private funds, which offer exposure to private alternative investment strategies.

The underlying private funds are not considered investment funds under securities legislation and are not reporting issuers. The exemption is conditional on several factors, including that the top funds will not actively participate in the business or operations of the private funds, will be treated as arm’s-length investors, and will not hold more than 20% of the equity or voting securities of any private fund. Additionally, investments in the private funds are considered illiquid and cannot exceed 10% of the net asset value of the top fund.

The exemption is also subject to the condition that no duplicate fees are paid by the top funds for services provided to the private funds, and that the investments are disclosed to investors in financial statements and fund facts documents. The manager of the top funds must comply with conflict of interest requirements as per NI 81-107, and the prospectus of each top fund must disclose the potential for investment in the private funds.

This decision is based on the belief that such investments provide unique diversification opportunities and the potential to improve risk-adjusted returns for the top funds. The exemption is granted under the securities legislation of Ontario and relies on Multilateral Instrument 11-102 Passport System for application in other Canadian provinces and territories.

The Ontario Securities Commission (OSC) has issued an order recognizing that Terra Firma Capital Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA).

Key points from the decision include:

– The Applicant is an offering corporation under the OBCA and has its head office in Toronto, Ontario.
– The Applicant has no plans to seek public financing through securities offerings.
– Previously, on November 20, 2023, the Applicant received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206.
– The facts presented in the previous order remain accurate.

The OSC concluded that deeming the Applicant to have ceased public offerings of its securities would not be detrimental to the public interest. Consequently, the OSC ordered that the Applicant is considered to have stopped offering its securities to the public under the OBCA as of December 8, 2023.

The Securities Commission has granted Small Pharma Inc.’s application to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer.

The key points leading to this decision include:

1. Small Pharma Inc. is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market reporting obligations.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. Its securities are not traded on any public marketplace in Canada or internationally where trading data is reported.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. Small Pharma Inc. is not in violation of any securities laws in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, determined that Small Pharma Inc. met the legislative criteria to cease being a reporting issuer and approved the application. The relevant laws and regulations include the Securities Act (Ontario) and Multilateral Instrument 11-102 Passport System, which facilitates a coordinated review process among Canadian jurisdictions.

The Securities Commission has granted 1403285 B.C. Ltd. (the Filer) an order to cease being a reporting issuer in Canada. This decision is based on the Filer’s application and the following key points:

1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility where trading data is reported.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status.
5. The Filer is not in default of any securities legislation in any jurisdiction.

The decision was made in accordance with the securities legislation of British Columbia and Ontario, particularly under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The Filer had indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The outcome allows the Filer to cease its reporting obligations in Canada.

The Securities Commission has granted Ivrnet Inc.’s application to cease being a reporting issuer. This decision is based on the company’s representation that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The application was processed under National Policy 11-206, with the Alberta Securities Commission acting as the principal regulator and the decision also applying to Ontario. The outcome allows Ivrnet Inc. to stop complying with the reporting obligations set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).

The Securities Commission has granted PenderFund Capital Management Ltd. (the Filer) an exemption for its managed funds (the Existing Funds and Future Funds) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102). The exemptions allow the funds to:

1. Deposit portfolio assets with a borrowing agent not serving as the fund’s custodian or sub-custodian in connection with short sales, subject to specific NAV percentage limits (Short Sale Collateral Relief).
2. Appoint more than one custodian, each qualified under NI 81-102, to enhance operational efficiency and reduce costs (Custodian Relief).

The exemptions are conditional upon compliance with other relevant subsections of NI 81-102, including reconciliation of portfolio assets and daily NAV calculations. The British Columbia Securities Commission is the principal regulator, and the decision also applies to Ontario. The exemptions aim to reduce operational complexities and costs for the funds while maintaining asset safety and regulatory compliance.

The Ontario Securities Commission has granted Evolve Funds Group Inc., the investment fund manager for Evolve S&P/TSX 60 Enhanced Yield Fund and Evolve S&P 500i Enhanced Yield Fund, an extension of the prospectus lapse date. The extension is for 114 days, moving the lapse date from January 3, 2024, to April 26, 2024. This aligns with the lapse date of another prospectus for eight ETFs under the same management, allowing for consolidation of the prospectuses.

The decision is based on the rationale that consolidating the prospectuses will reduce costs, streamline disclosure, and facilitate investor comparisons. The Securities Commission determined that there have been no material changes in the affairs of the Funds since the last prospectus, ensuring that the information remains current and accurate. The extension is not expected to be prejudicial to the public interest.

The legal framework for this decision includes subsection 62(5) of the Securities Act (Ontario), which governs the lapse date of a prospectus, and the Process for Exemptive Relief Applications in Multiple Jurisdictions. The decision also relies on the understanding that material changes would be disclosed as required by legislation, and that new investors would receive the most recent documents related to the Funds.

The Securities Commission has granted CWC Energy Services Corp. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. This decision is based on several key findings:

1. The Filer is not an OTC reporting issuer, meaning it’s not subject to U.S. over-the-counter market reporting obligations.
2. The Filer’s securities are held by fewer than 15 securityholders in any single Canadian jurisdiction and by fewer than 51 holders globally.
3. The Filer’s securities are not traded on any public marketplace or facility where trading data is reported.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. The Filer is not in violation of any securities legislation in any jurisdiction.

The order is supported by the securities legislation of Alberta and Ontario, specifically section 153 of the Securities Act (R.S.A. 2000, c. S-4) and section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). Additionally, the Alberta Securities Commission is the principal regulator for this application, and the order reflects the decision of both Alberta and Ontario authorities. The regulatory framework includes National Policy 11-206 Process for Cease to be a Reporting Issuer, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The order was issued after confirming that the Filer met the necessary criteria for cessation of reporting issuer status.

The Securities Commission granted CI Financial Corp. (the Filer) an exemption from the requirement to take up all securities deposited under their issuer bid before extending the bid, as per subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The Filer sought this exemption in relation to its proposed purchase of a portion of its issued and outstanding common shares via a modified Dutch auction, with the intent to provide value to shareholders and improve ownership for non-tendering shareholders.

The Filer is a corporation in good standing under Ontario’s Business Corporations Act, with its shares listed on the Toronto Stock Exchange. The offer was not contingent on financing, as the Filer would use available cash and credit facilities.

The auction allowed shareholders to tender shares at specified prices within a defined range or to make purchase price tenders without specifying a price. The Filer would determine the purchase price after the offer’s expiration, aiming to buy the maximum number of shares without exceeding the $100,000,000 cap. Provisions were made for proportional purchases and the treatment of odd lot holders.

The exemption was necessary because the final purchase price could not be determined until after the expiry of the offer, which precluded the Filer from taking up and paying for shares before any potential extension of the offer. The exemption was granted on the condition that the Filer would adhere to the auction terms disclosed in the Circular, remain eligible for the liquid market exemption, and issue a press release announcing the exemption within one business day of receipt.

The decision was supported by the Filer’s compliance with relevant securities legislation and the Ontario Securities Commission’s satisfaction that the exemption met the legislative test for such a decision.

The Securities Commission has granted HS GovTech Solutions Inc. (the Filer) its request to cease being a reporting issuer in all Canadian jurisdictions where it held that status. This decision was made under the securities legislation of British Columbia and Ontario, specifically referencing section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended.

The key considerations for this decision included:

– The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105.
– The Filer has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
– The Filer’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
– The Filer has requested to cease being a reporting issuer in all jurisdictions where it currently has this status.
– The Filer is not in default of any securities legislation in any jurisdiction.

The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also represents the consent of the securities regulatory authority in Ontario. The application was made in accordance with the Process for Cease to be a Reporting Issuer Applications, and the Filer indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta.

The outcome is that the Filer is no longer a reporting issuer, and therefore, it is no longer subject to the reporting requirements and obligations that are associated with that status.

The Securities Commission has rendered a decision concerning Outcrop US Limited (the Filer), resulting in the Filer ceasing to be a reporting issuer in all Canadian jurisdictions where it previously had this status. The decision was based on several key findings:

1. The Filer is not an OTC reporting issuer as defined under Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and by fewer than 51 securityholders worldwide.
3. The Filer’s securities are not traded on any marketplace or facility where trading data is publicly reported, either in Canada or internationally.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The Filer is not in default of any securities legislation in any jurisdiction.

The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and Section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The British Columbia Securities Commission acted as the principal regulator for this application and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the Filer has been granted the Order Sought and is no longer a reporting issuer, thereby reducing its regulatory obligations related to reporting and disclosure.

The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Predictiv AI Inc. The CTO was originally issued due to the company’s failure to file annual financial statements, management’s discussion and analysis (MD&A), and certifications for the year ended January 31, 2022, as well as interim financial statements and related MD&A for subsequent periods, in accordance with National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).

Predictiv AI Inc., a reporting issuer in British Columbia, Alberta, and Ontario, has since remedied these defaults by filing all outstanding continuous disclosure documents. The company is now up to date with its filing obligations, has paid all necessary fees, and has updated its profiles on SEDAR+ and SEDI. Additionally, the company has committed to holding an annual meeting within three months post-revocation and will issue a press release regarding the revocation of the CTO.

The OSC, as the Principal Regulator, determined that revoking the CTO meets the criteria set out in the applicable securities legislation. Consequently, the OSC issued an order revoking the CTO on November 23, 2023.

The Securities Commission has granted Logan Energy Corp. (the Filer) an exemption from the requirement to have current annual financial statements and an Annual Information Form (AIF) to be eligible to file a short form prospectus. This decision is based on the provisions of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), specifically paragraph 2.2(d), and is subject to the conditions outlined in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).

Key Facts:
– The Filer, incorporated on March 10, 2023, is a reporting issuer in multiple Canadian provinces.
– It acquired oil and gas assets from Spartan Delta Corp. through a spin-out transaction and became a reporting issuer as a result.
– The Filer’s shares are listed on the TSX Venture Exchange.
– Its first financial year-end is December 31, 2023, with financial statements and AIF due by April 30, 2024.
– The Filer has filed a Form 2B, providing financial statements and disclosures comparable to those required by NI 44-101.

Reasoning:
– The Filer’s Form 2B includes audited financial statements and operating statements for the spin-out assets, offering disclosure comparable to annual financial statements.
– The Filer does not qualify for the exemptions typically available to new or successor reporting issuers under NI 44-101.
– The information on the Filer’s SEDAR+ profile is materially similar to what would be included in a long form prospectus.

Outcome:
– The exemption allows the Filer to file a short form prospectus until the earlier of April 30, 2024, or the date it files its annual financial statements and AIF for the year ended December 31, 2023.
– The Filer must include or reference the Form 2B in any preliminary and final short form prospectus filed before this exemption expires.

The decision is supported by the Alberta Securities Commission as the principal regulator and reflects the decision of the securities regulatory authority in Ontario. The exemption is contingent on the Filer’s compliance with the conditions set forth, ensuring investors have access to the necessary financial information.

The Securities Commission has granted an order for IOU Financial Inc. and 9494-3677 Québec Inc. to cease being reporting issuers. The decision was made as both companies met the necessary conditions: they are not OTC reporting issuers, have fewer than 15 securityholders in any Canadian jurisdiction, fewer than 51 worldwide, and their securities are not traded on any public marketplace. They are also not in default of any securities legislation. The order was based on the securities legislation, including the Securities Act, R.S.O. 1990, c. S.5, as amended, and was supported by National Policy 11-206 and Multilateral Instrument 11-102. The outcome allows the companies to stop public reporting obligations in Canada.

The Ontario Securities Commission (OSC) has granted Osisko Green Acquisition Limited (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The Filer, a special purpose acquisition corporation (SPAC), could not identify and complete a qualifying transaction within its permitted timeline. Consequently, it will be wound up according to its articles and the policies of the Toronto Stock Exchange (TSX). The Filer’s Class A Restricted Voting Shares were automatically redeemed and delisted from the TSX. All outstanding warrants also terminated. The Filer has no other outstanding securities except for Class B Shares held by the Filer’s sponsor and certain founding securityholders. The Filer is not eligible to surrender its status as a reporting issuer under the simplified procedure in NP 11-206 due to the number of securityholders. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, National Policy 11-206, and Multilateral Instrument 11-102.

The Ontario Securities Commission (OSC) has issued an order for Canaccord Genuity G Ventures Corp. (the Applicant), under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA), acknowledging that the company is deemed to have ceased offering its securities to the public. This decision is based on the Applicant’s representations, which include:

1. The Applicant is classified as an “offering corporation” under the OBCA.
2. The Applicant’s registered and head office is in Toronto, Ontario.
3. The Applicant has no plans to seek public financing through securities offerings.
4. The Applicant received a prior order on November 7, 2023, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206.
5. The conditions stated in the previous Reporting Issuer Order remain accurate.

The OSC, having reviewed the application and found that granting the order would not be contrary to the public interest, approved the request. Consequently, the Applicant is recognized as having ceased public securities offerings as of November 21, 2023.

The Ontario Securities Commission (OSC) has granted an application by Terra Firma Capital Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The decision is based on the Filer’s representations that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of securities legislation in any jurisdiction. The decision was made under the Process for Cease to be a Reporting Issuer Applications, with the OSC acting as the principal regulator. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission (OSC) granted Premier American Uranium Inc. (the Filer) exemptions from certain requirements related to restricted securities under various securities regulations. The exemptions, subject to conditions, allow the Filer to avoid the limitations imposed on the use and disclosure of “restricted securities” terms in connection with their common shares (Common Shares) and compressed shares (Compressed Shares).

The exemptions pertain to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally restrict the naming and treatment of securities with differing voting rights. The Filer’s share structure includes Compressed Shares with 1,000 votes each, which would typically classify Common Shares as “restricted securities” due to their comparatively lesser voting rights.

Key points include:
– The Filer is a newly incorporated entity with limited operations and not yet a reporting issuer.
– The Filer’s share structure is designed to maintain its status as a foreign private issuer under U.S. securities law.
– The Filer plans to acquire Premier Uranium Inc. and distribute shares to shareholders of Consolidated Uranium Inc. (CUR) as part of a spin-out transaction.
– The Compressed Shares are intended for Premier’s shareholders, with significant holdings by one U.S. resident, and are convertible into Common Shares under certain conditions.

The OSC granted exemptions provided that:
– The Filer’s share structure remains as described, with no other restricted securities issued.
– The Filer includes specific disclosures in its prospectuses and continuous disclosure documents reflecting the share structure and conversion rights.

The decision allows the Filer to refer to its Common Shares as such in prospectuses and other documents without adhering to the usual restricted security requirements, provided the conditions are met.

The Securities Commission granted McEwen Mining Inc. (the Filer) an exemption from the prospectus requirement for certain marketing activities in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption allows investment dealers, acting as underwriters or selling group members, to use standard term sheets, marketing materials, and conduct road shows that are typically permitted under Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102) but are not explicitly allowed by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101).

The exemption was granted under the condition that these marketing activities comply with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102, as if the MJDS base shelf prospectus was a final base shelf prospectus under NI 44-102. The decision is based on the securities legislation of Ontario, specifically paragraph 74(1)2 of the Securities Act (Ontario).

The Filer is a corporation incorporated under Colorado law, with its head office in Toronto, Ontario, and is a reporting issuer in multiple Canadian jurisdictions. The Filer has filed a registration statement with the U.S. Securities and Exchange Commission and intends to file a final MJDS prospectus in Canadian jurisdictions other than Québec.

The Ontario Securities Commission, acting as the principal regulator, approved the exemption with the intention to rely on Multilateral Instrument 11-102 Passport System in several other Canadian provinces. The decision is made under the conditions that any road shows, standard term sheets, and marketing materials will adhere to the same standards as those required under NI 44-102.

The Ontario Securities Commission has granted Brandes Investment Partners & Co. (the Filer) an extension of the prospectus lapse date for the Nuveen Global Green Bond Fund (the Fund) by 86 days. This decision, under the Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5), allows the Filer to consolidate the Fund’s prospectus with the prospectus of other funds under its management. The Filer sought this exemption to reduce renewal, printing, and related costs and to streamline disclosure across its fund platform. The extension will not affect the accuracy of the information in the current prospectus or be prejudicial to the public interest. The Filer will amend the current prospectus and fund facts document(s) if any material changes occur in the Fund’s business, operations, or affairs. The decision is based on National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission has granted TD Asset Management Inc. (TDAM) relief from conflict of interest provisions, allowing its mutual funds to purchase equity securities in foreign jurisdictions where a related dealer acts as underwriter. This decision was made due to the growing prominence of TDAM’s related dealers in equity underwriting activities in these jurisdictions, which was limiting the funds’ ability to acquire securities. The decision is subject to independent review committee approval and securities must be distributed pursuant to a prospectus qualified in these jurisdictions or by private placement of securities of a public issuer in these jurisdictions. The relevant laws and regulations underpinning this decision include National Policy 11-203, National Instrument 81-102 Investment Funds, and National Instrument 81-107 Independent Review Committee for Investment Funds.

The Securities Commission granted an exemption to Fidelity Clearing Canada ULC (FCC) and Fidelity Digital Asset Services, LLC (FDAS) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows FCC to act as custodian or sub-custodian for crypto assets and related cash of investment funds primarily investing in crypto assets, despite not being an affiliate of a bank or trust company as required by section 6.2 of NI 81-102. Additionally, FDAS, which does not meet the equity requirement of section 6.3, is permitted to act as a sub-custodian for the funds’ crypto assets outside of Canada.

The decision also allows funds to appoint more than one custodian, enabling them to engage FCC for crypto assets and another qualified custodian for other portfolio assets. The relief is subject to conditions, including annual reporting to the principal regulator, maintaining minimum equity, oversight of FDAS by FCC, and ensuring appropriate insurance and risk management policies are in place. The decision expires in two years.

The Ontario Securities Commission (OSC) has granted an application from Portland Investment Counsel Inc. (the Filer) and its associated funds for an extension of the annual and interim financial statement filing and delivery deadlines under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). The Filer requested the extension due to the Funds’ investments in Underlying Funds with later financial reporting deadlines. The OSC granted a 90-day extension for the annual financial statement filing and delivery deadlines and a 60-day extension for the interim financial statement filing and delivery deadlines. The decision is based on the condition that the Funds will notify their respective securityholders of the extension and that the Funds’ investment strategy remains the same. The decision will terminate within one year if there are any amendments to NI 81-106 or other rules that substantially modify the deadlines.

The Ontario Securities Commission (OSC) has granted an application by PolyMet Mining Corp. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. This decision is based on several key facts: the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105; the Filer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide; no securities of the Filer are traded on a public marketplace in Canada or any other country; and the Filer is not in default of securities legislation in any jurisdiction. The decision is in line with the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Ontario Securities Commission (OSC) has granted ABC Technologies Holdings Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The decision is based on several factors: ABC Technologies is not an OTC reporting issuer under Multilateral Instrument 51-105; its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide; its securities are not traded on any public marketplace; and it is not in default of securities legislation in any jurisdiction. The decision is in line with the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Ontario Securities Commission (OSC) has approved the application of Ares Strategic Mining Inc. (the Applicant) to continue its operations under the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision is based on the Applicant’s compliance with the OBCA, the Securities Act (Ontario), and other relevant securities legislation. The Applicant, originally incorporated under the OBCA in 2009, intends to move its corporate records to British Columbia due to the location of its head office and executives. The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. The Applicant’s shareholders approved the move with a 98.653% majority. The OSC has determined that this move is not prejudicial to the public interest. Relevant laws and regulations include the OBCA, the Securities Act (Ontario), and Ontario Regulation 398/21.

The Ontario Securities Commission has granted 1832 Asset Management L.P. (the Filer) and Dynamic Credit Absolute Return Fund (the Continuing Fund) relief from certain provisions of National Instruments 81-101, 41-101, 81-102, and 81-106. This allows the new ETF series of continuing funds to use the past performance, financial data, start date, and fund expenses of corresponding terminating funds in their sales communications, simplified prospectus, ETF facts documents, management reports of fund performance, and financial statements. The decision is based on the condition that the Continuing Fund’s investment objectives and strategies will be substantially similar to those of the terminating funds, and that the Continuing Fund will be managed in a manner substantially similar to the terminating funds. The relief is granted under the condition that the Continuing Fund includes the applicable past performance data of the terminating funds in its communications, prospectus, and reports.

The Ontario Securities Commission has granted Agrinam Acquisition Corporation (Agrinam) an exemption from the minority approval and formal valuation requirements under Part 5 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). Agrinam, a special purpose acquisition corporation (SPAC), has no operations or operating revenues until it completes its qualifying acquisition. Its authorized capital consists of Class A restricted voting shares and Class B shares. The gross proceeds from the initial public offering (IPO) of the Class A restricted voting shares were put into an escrow account to satisfy any redemptions and fund the qualifying acquisition. The Class B shares do not have access to the escrow account funds. The exemption was granted subject to conditions, including that the related party transaction associated with Agrinam’s qualifying acquisition would qualify for the 25% market capitalization exemption if the Class A restricted voting shares represented all of the outstanding equity securities of Agrinam.

The Securities Commission of Quebec and Ontario has granted Dialogue Health Technologies Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions. The decision was based on the Filer’s representations, including that it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on a public marketplace, and it is not in default of any securities legislation. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Autorité des marchés financiers was the principal regulator for this application.

The Ontario Securities Commission (OSC) has granted Canaccord Genuity G Ventures Corp. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. The decision is based on the Filer’s representations that it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The decision is in accordance with the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii), National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and Multilateral Instrument 11-102 Passport System.

The Securities Commission has decided to revoke the Failure-to-File Cease Trade Order (FFCTO) against BevCanna Enterprises Inc. The company was initially cease traded due to its failure to file certain continuous disclosure materials as required by law. However, the company has since rectified these defaults by updating its continuous disclosure filings. The decision to revoke the FFCTO was made under the National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, and the Securities Act, R.S.O. 1990, c. S.5, ss 127, 144. The British Columbia Securities Commission, as the principal regulator, issued the revocation order, which was also adopted by the Ontario Securities Commission.

The Ontario Securities Commission (OSC) has granted an exemption to Royal Gold, Inc. (the Filer) from the prospectus requirement for certain marketing activities not expressly permitted by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). This allows investment dealers acting as underwriters or selling group members of the Filer to use standard term sheets, marketing materials, and conduct road shows in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. The exemption was granted on the condition that these activities comply with the approval, content, use, and other conditions and requirements of Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102). The decision was made under the securities legislation of Ontario, specifically paragraph 74(1)2 of the Securities Act (Ontario).

The Securities Commission of Quebec and Ontario has granted Liminal Biosciences Inc.’s application to cease being a reporting issuer in all Canadian jurisdictions where it is currently a reporting issuer. This decision was based on several factors: Liminal Biosciences is not an OTC reporting issuer under Regulation 51-105; its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide; its securities are not traded on any public marketplace in Canada or elsewhere; and the company is not in default of securities legislation in any jurisdiction. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Securities Commission has granted TransAlta Renewables Inc. an order to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the securities legislation of Alberta and Ontario, with Alberta’s Securities Commission acting as the principal regulator. The application was made in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer.

The key facts leading to this decision include:

1. TransAlta Renewables Inc. is not an OTC reporting issuer.
2. The company’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. No securities of the company are traded on any public marketplace or facility where trading data is publicly reported.
4. TransAlta Renewables Inc. is not in default of any securities legislation in any jurisdiction.

The decision was supported by the fact that the company met the legislative requirements for ceasing to be a reporting issuer. The order was made by Timothy Robson, Manager of Legal Corporate Finance at the Alberta Securities Commission, and is also representative of the decision of the securities regulatory authority in Ontario.

The Securities Commission has granted West Red Lake Gold Mines Ltd. (the Filer) an exemption from the requirement to include certain financial statements in a business acquisition report (BAR). This decision is based on the Filer’s acquisition of Pure Gold Mining Inc. (PGM), which was structured as a share purchase to maintain essential permits and licenses for the Madsen Mine.

Due to PGM’s creditor protection proceedings and subsequent operational changes, including the resignation of key financial officers and limited financial record-keeping, the Filer is unable to provide audited financial statements for PGM for the years ended December 31, 2021, and 2022, as well as unaudited reviewed financial statements for the interim periods ended March 31, 2023, and 2022.

The exemption is conditional on the Filer including alternative information in the BAR, such as an audited statement of the assets acquired and liabilities assumed as of June 16, 2023, and technical information related to the assets acquired in the form of a Technical Report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects.

The decision is supported by the fact that the majority of the information in the required financial statements would be irrelevant to investors since the Filer only acquired specific assets of PGM. The alternative disclosures will provide investors with sufficient information to evaluate the acquisition, particularly the value of the Madsen Mine.

The exemption is made under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations and is based on the test set out in the Legislation for the Decision Maker to make the decision. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario. The exemption is contingent upon the Filer’s compliance with applicable BAR requirements and the inclusion of the alternative disclosures.

The Securities Commission has granted Mindset Pharma Inc. an order to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the following key points:

1. Mindset Pharma Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. There is no active trading of the company’s securities on any marketplace or facility where trading data is publicly reported.
4. Mindset Pharma Inc. has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The company is not in violation of any securities legislation in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the necessary criteria outlined in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and the relevant policies, including National Policy 11-206 and Multilateral Instrument 11-102. Consequently, the order to cease being a reporting issuer has been approved.

The Alberta Securities Commission, acting as the principal regulator, granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares through a modified Dutch auction. The exemptions pertain to the proportionate take-up and payment requirements, the disclosure of such in the issuer bid circular, and the condition that an issuer bid not be extended unless all securities deposited are first taken up.

The exemptions were granted under the following conditions:

1. The Filer must take up and pay for shares in accordance with the process described in the decision and as outlined in the issuer bid circular.
2. The Filer must be eligible to rely on the Liquid Market Exemption as per Multilateral Instrument 61-101.
3. The Filer must issue a press release announcing the receipt of the exemption within one business day of its receipt.
4. The Filer must comply with the requirements of Regulation 14E under the United States Securities Exchange Act of 1934.

The decision was based on representations by the Filer, including its intention to make the offer, the auction procedures, and the financing of the share purchases. It also considered ExxonMobil’s intention to make a Proportionate Tender and the Filer’s compliance with applicable securities legislation. The exemptions are contingent upon the Filer’s adherence to the conditions set forth in the decision and are supported by the legislative provisions of National Instrument 62-104 Take-Over Bids and Issuer Bids, specifically sections 2.26, 6.1, and 2.32(4).

The Securities Commission has revoked a cease trade order (CTO) previously issued against Rockshield Acquisition Corp. (the Issuer). The CTO was initially imposed due to the Issuer’s failure to file certain continuous disclosure materials as required by securities law. The Issuer has since remedied the defaults by updating its continuous disclosure filings.

The revocation was granted following an application by the Issuer under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision was made by the Principal Regulator in British Columbia and was also recognized by the Decision Maker in Ontario.

The revocation is based on the test set out in the applicable securities legislation, specifically under sections 127 and 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The outcome is that the CTO no longer applies to the Issuer as of October 26, 2023.

The Ontario Securities Commission (OSC) has granted Frontenac Mortgage Investment Corporation (the Filer) an extension for the time limits associated with filing a renewal prospectus. The Filer’s current prospectus, dated June 16, 2022, was set to lapse on June 16, 2023, but the Filer has been engaged in ongoing discussions with OSC Staff regarding an amendment and a pro forma prospectus, which have not yet been resolved. To avoid an interruption in the distribution of the Filer’s common shares, the OSC has extended the lapse date to December 16, 2023, under the condition that the Filer will not distribute securities under the current prospectus until a receipt for the renewal prospectus is issued.

This decision is based on the Filer’s representations that there have been no material changes in its affairs since the last amendment to the current prospectus and that it will file an amendment if any material changes occur. The Filer has also ceased distribution under the current prospectus during this process. The OSC determined that granting this relief aligns with the applicable securities legislation and is not prejudicial to the public interest.

The decision is grounded in the Securities Act (R.S.O. 1990, c. S.5, as amended, s. 62(5)) and National Instrument 41-101 General Prospectus Requirements, and it follows the process outlined in National Policy 11-203 for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission granted Northstar Gaming Holdings Inc. an exemption from the requirement to hold a shareholder meeting and send an information circular for proposed related party transactions. The exemption is based on the company’s plan to issue securities to related parties, including Playtech plc and certain insiders, which would normally require minority shareholder approval under Multilateral Instrument 61-101 (MI 61-101).

Northstar received written confirmations from shareholders holding a majority of the eligible shares indicating their intent to consent to the transactions. The company provided detailed disclosure of the transactions in a document filed on SEDAR+ and given to consenting shareholders, satisfying the information requirements of MI 61-101.

The exemption is conditional on the company not obtaining executed consents until at least 14 days after providing the disclosure document and written consent form to shareholders, and not closing the transactions until these shareholders have had at least 14 days to review the materials and at least 14 days have passed since filing the documents on SEDAR+.

The transactions are exempt from the formal valuation requirement but subject to minority approval requirements, which the company intends to obtain through written consent rather than a shareholder meeting, provided that no undue inducements are offered for such consents.

The decision is supported by securities legislation, specifically sections 5.3, 5.6, 8.1, and 9.1(2) of MI 61-101, and section 3.1 of Companion Policy 61-101CP to MI 61-101. The exemption is granted with conditions to ensure fairness and transparency in the process.

The Securities Commission has granted Optimum Ventures Ltd. (the Filer) an order to cease being a reporting issuer. The decision is based on the following key points:

1. The Filer’s securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide.
2. There is no public trading of the Filer’s securities on any marketplace in Canada or internationally.
3. The Filer is not an OTC reporting issuer and is not in default of any securities legislation.

The order is supported by the relevant securities legislation, including the Securities Act (British Columbia and Ontario) and Multilateral Instrument 11-102 Passport System. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the Ontario securities regulator. The outcome allows the Filer to cease its reporting obligations in all Canadian jurisdictions where it was previously a reporting issuer.

The Securities Commission has granted John Deere Canada Funding Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting several conditions: it was not an OTC reporting issuer, its securities were held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. The order was made in accordance with the securities legislation of Ontario and relevant policies, including National Policy 11-206, Multilateral Instrument 11-102 Passport System, and other applicable definitions and regulations. The Ontario Securities Commission, acting as the principal regulator, was satisfied that the Filer met the necessary criteria to cease being a reporting issuer.

The Ontario Securities Commission (OSC) has issued an order acknowledging that Home Capital Group Inc. (the Filer) has ceased to offer its securities to the public. This decision is based on the Filer’s application and representations, including the fact that it is an offering corporation with no intention of seeking public financing through securities offerings. The Filer’s head office is located in Toronto, Ontario.

Previously, on October 19, 2023, the Filer received an order confirming it is not a reporting issuer in Ontario or in any other Canadian jurisdiction, as per National Policy 11-206. The Filer’s current situation remains consistent with the representations made in that order.

Under subsection 1(6) of the Business Corporations Act (Ontario), the OSC has determined that granting this order will not adversely affect the public interest. Consequently, the Filer is officially deemed to have ceased public securities offerings as of October 20, 2023.

The Securities Commission has granted Home Capital Group Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions. The decision was made under the securities legislation of Ontario, where the Ontario Securities Commission served as the principal regulator. The Filer indicated reliance on Multilateral Instrument 11-102 Passport System for the application across all provinces and territories.

The decision was based on several key representations by the Filer:

1. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility where trading data is reported.
4. The Filer has requested to cease being a reporting issuer in all jurisdictions where it currently has that status.
5. The Filer is not in default of any securities legislation.

The principal regulator concluded that the Filer met the necessary criteria to cease being a reporting issuer, as outlined in the applicable legislation, and therefore approved the order.

The Securities Commission has granted an exemption to Planet 13 Holdings Inc. from the prospectus requirement for certain marketing activities in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption allows investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows, which are typically governed by Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102) but are not expressly permitted by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101).

The exemption is conditional upon the marketing activities complying with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102, as if the MJDS base shelf prospectus were a final base shelf prospectus under NI 44-102. This decision is based on the Securities Act (Ontario) and is intended to be relied upon in multiple Canadian jurisdictions. The exemption aims to facilitate the marketing of securities offerings in Canada by the Filer, a Nevada corporation and SEC foreign issuer, while ensuring that the activities adhere to the regulatory standards set out for non-MJDS shelf distributions.

The Securities Commission granted Brookfield Reinsurance Ltd. an exemption from the requirement to call a meeting and send an information circular to holders of affected securities for a proposed related party transaction. This decision is based on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), specifically sections 5.3, 5.6, 8.1, and 9.1(2), and is subject to conditions.

Key facts include:

– Brookfield Reinsurance Ltd. and Brookfield Corporation filed a preliminary prospectus for an exchange offer of up to 40,000,000 Brookfield Class A Shares for class A-1 exchangeable non-voting shares.
– Insiders of Brookfield Reinsurance Ltd. holding Brookfield Class A Shares may participate in the exchange offer, potentially making it a related party transaction under MI 61-101.
– Brookfield Corporation, as the sole beneficial holder of the issuer’s equity securities, provided written consent to the exchange offer.
– Brookfield Reinsurance Ltd. obtained disinterested shareholder approval for the issuance of exchangeable shares in connection with the exchange transactions.

The exemption was granted on the condition that Brookfield Corporation does not revoke its consent before the exchange offer expires, and that all necessary disclosures are made in the news release and final prospectus. The exemption is also contingent on no other outstanding shareholder approvals being required for the transaction.

The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by French issuer EssilorLuxottica SA. This decision allows certain trades of units in employee shareholding vehicles (FCPEs) and the company’s ordinary shares to be made without a prospectus to qualifying Canadian employees. The exemption was necessary because the offering is made through special purpose entities rather than directly to employees, which does not meet the criteria of section 2.24 of Regulation 45-106 respecting Prospectus Exemptions.

Key points include:

– The offering is voluntary for Canadian employees of EssilorLuxottica and its related entities, and participation is not induced by employment expectations.
– The FCPEs are supervised by the French securities regulator (French AMF).
– There is no Canadian market for the issuer’s securities.
– Canadian participants will receive disclosure documents in French or English.
– Trades of shares by the FCPE to Canadian participants upon redemption of units are included in the exemption.
– The exemption is subject to conditions, including a sunset clause of 5 years.

The decision is based on Quebec’s Securities Act, ss. 11, 148, and 263, Regulation 45-106 respecting Prospectus Exemptions, s. 2.24, and Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.16. The decision also references the Process for Exemptive Relief Applications in Multiple Jurisdictions for a dual application.

The Securities Commission granted an exemption to Picton Mahoney Asset Management (the Filer) on behalf of the Funds it manages, allowing them to exceed the usual 10% net asset value (NAV) limit on short sales of index participation units (IPUs) of investment funds (IPU Issuers). This exemption permits the Funds to short sell IPUs up to 100% of their NAV, subject to certain conditions.

The exemption is based on the rationale that IPUs represent diversified and liquid portfolios that track market indices, thus mitigating the concentration risk associated with short selling a single issuer. The Filer argued that short selling IPUs is a more efficient and flexible hedging strategy compared to using derivatives and that it reduces settlement and operational risks.

The exemption is subject to the following conditions:

1. Only IPUs of IPU Issuers may be short sold beyond the 50% NAV limit.
2. The Funds must comply with the single issuer short restriction for the securities held by the IPU Issuers.
3. The aggregate market value of securities sold short, combined with cash borrowing, must not exceed 100% of the Fund’s NAV.
4. The Funds must adhere to the aggregate gross exposure limit of 300% of NAV, which includes short selling, cash borrowing, and derivatives.
5. Short sales must align with the Fund’s investment objectives and strategies.
6. Prospectus disclosure must include the ability to short sell IPUs up to 100% of NAV and the terms of the exemption.

The decision is grounded in National Instrument 81-102 — Investment Funds and related policies, with the Ontario Securities Commission acting as the principal regulator. The exemption is intended to enhance market hedging capabilities without compromising investor protection or public interest.

The Securities Commission granted exemptive relief to investment funds managed by I.G. Investment Management, Ltd. (IGIM) to invest in a related non-reporting, non-redeemable investment fund, Northleaf IG European PE Holdings (Underlying Northleaf Fund), which is not subject to National Instrument 81-102 (NI 81-102). This decision allows mutual funds (Top Funds) to invest in the Underlying Northleaf Fund, which focuses on European private equity assets.

Key points from the decision include:

– The Top Funds are mutual funds governed by Canadian laws and distribute securities under a simplified prospectus.
– The Underlying Northleaf Fund is managed by Northleaf, a firm with significant private markets investment experience.
– The Underlying Northleaf Fund will not be a reporting issuer and will not be subject to NI 81-102.
– The Top Funds will be the sole investors in the Underlying Northleaf Fund and will invest under an exemption from the prospectus requirement.
– The Underlying Northleaf Fund’s securities will be considered illiquid assets, and investments by the Top Funds will be limited to 10% of their net asset value (NAV).
– The relief is conditional on the Top Funds not actively participating in the Underlying Northleaf Fund’s operations, avoiding duplicate fees, and disclosing the investment in regulatory filings.

The decision is based on the belief that the investment in private equity through the Underlying Northleaf Fund will provide diversification and potentially improve risk-adjusted returns for the Top Funds. The relief is subject to several conditions to ensure transparency and avoid conflicts of interest, given the relationship between IGIM, Mackenzie, Lifeco, and Northleaf. The decision is supported by the relevant securities legislation and policies, including NI 81-102, NI 81-107 (Independent Review Committee for Investment Funds), and the Multilateral Instrument 11-102 Passport System.

The Securities Commission granted an exemption to investment funds from the margin deposit limits specified in subsection 6.8(1) and paragraph 6.8(2)(c) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to deposit up to 35% of their net asset value (NAV) with any single futures commission merchant in Canada or the United States, and up to 70% of their NAV with all such merchants in aggregate, for transactions in certain derivatives.

The exemption is conditional on the funds maintaining the margin in segregated accounts that are not accessible to creditors of the dealers. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission as the principal regulator. The exemption aims to facilitate the funds’ investment strategies while ensuring risk management through margin limits and segregated accounts.

The British Columbia Securities Commission (BCSC) has granted Copper Mountain Mining ULC’s application to cease being a reporting issuer in Canada. The key points leading to this decision are:

– Copper Mountain Mining ULC (the Filer) is incorporated in British Columbia and was a reporting issuer in multiple Canadian jurisdictions.
– Hudbay Minerals Inc. acquired all outstanding common shares of the Filer through a court-approved plan of arrangement.
– Post-acquisition, the Filer’s common shares were delisted from the Toronto Stock Exchange and its CHESS Depositary Instruments were cancelled on the Australian Securities Exchange.
– The Filer’s outstanding securities are US$250 million senior secured bonds (Nordic Bonds), which trade on the Nordic Alternative Bonds Market in Norway and were never marketed or traded in Canada.
– The Filer could not confirm the absence of Canadian beneficial securityholders of the Nordic Bonds due to the market’s structure but provided alternative evidence indicating a de minimis presence of Canadian holders.
– The Filer has no plans for public offerings in Canada and is not in default of securities legislation, except for the obligation to file certain interim financial documents.
– The Filer is subject to financial reporting requirements under the bond terms, which Hudbay will make available online.

The BCSC’s decision is based on the Filer’s representations and the conclusion that the order meets the legislative requirements. The Filer will no longer be a reporting issuer in any Canadian jurisdiction following this order. Relevant legislation includes the Securities Act (British Columbia) and National Policy 11-206 for the process of ceasing to be a reporting issuer.

The Securities Commission has decided to revoke a cease trade order (CTO) against Veji Holdings Ltd. The CTO was originally issued because the company failed to submit required continuous disclosure materials. The revocation follows an application by Veji Holdings to both the British Columbia Securities Commission (BCSC) and the Ontario Securities Commission (OSC), with the BCSC acting as the principal regulator.

The decision to revoke the CTO is based on the criteria outlined in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144, and in accordance with National Policy 11-207. The revocation order indicates that both the BCSC and the OSC are satisfied that Veji Holdings has met the necessary conditions for the CTO to be lifted. The revocation was formalized on October 5, 2023, as evidenced by the order from the principal regulator and the concurrent decision by the OSC.

The Securities Commission has granted CNH Capital Canada Wholesale Trust (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Filer meeting specific criteria outlined in the securities legislation. The key points leading to this outcome include:

1. The Filer is not classified as an OTC reporting issuer under Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The Filer is not in violation of any securities legislation in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the legislative requirements to cease being a reporting issuer, as per the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The decision is supported by the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relies on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for other Canadian provinces. The order was issued after a thorough review of the facts presented by the Filer.

The Ontario Securities Commission (OSC) has issued an order recognizing that Rockcliff Metals Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant had previously been defined as an offering corporation under the OBCA and had no plans for public securities offerings. Furthermore, the Applicant had already been granted an order on September 27, 2023, confirming it was not a reporting issuer in Ontario or any other Canadian jurisdiction, in line with National Policy 11-206. The OSC determined that granting the order would not be against the public interest. Consequently, the Applicant is deemed to have ceased public securities offerings as per the OBCA. The order was made in Toronto on October 5, 2023.

The Securities Commission has granted mutual funds managed by iCapital Network Canada Ltd. (the Filer) an extension for filing and delivering their annual and interim financial statements. These funds, referred to as the Top Funds, primarily invest in Underlying Funds with later financial reporting deadlines and have financial year-end dates of either December 31 or March 31.

The exemption allows the Top Funds to file and deliver annual financial statements within 183 days and interim financial statements within 120 days of their respective financial year and interim period ends. This decision is based on the rationale that the Top Funds’ auditors require the finalized financial statements from the Underlying Funds to complete their audits, and these are often not available before the standard filing deadlines set by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

The relief from the standard filing and delivery deadlines is conditional upon several factors, including the majority of the Top Funds’ assets being invested in Underlying Funds that have similar financial year ends and are subject to laws or agreements that allow for the extended reporting deadlines. Additionally, the offering memorandum provided to securityholders must disclose the extended filing deadlines, and the Top Funds must inform their securityholders of their intention to rely on this exemption.

The decision also includes the revocation of a previous decision that granted similar relief but with a slightly shorter extension period for annual financial statements. The exemption is subject to the condition that it will terminate within one year of any amendment to NI 81-106 or other rule that modifies the filing and delivery deadlines for mutual funds.

This decision is made under the authority of sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106 and section 144 of the Securities Act (Ontario).

The Securities Commission granted an order for Fire & Flower Holdings Corp. (the Issuer) to cease being a reporting issuer and fully revoked a previous failure-to-file cease trade order. The Issuer had been cease traded due to not filing required interim financial documents. After undergoing reorganization under the Companies’ Creditors Arrangement Act (CCAA), the Issuer sought to revoke the cease trade order and cease being a reporting issuer in all jurisdictions where it was recognized as such.

The Issuer completed a sale and investment solicitation process, resulting in a successful bid by FIKA Cannabis, which led to the issuance of new common shares and the redemption and cancellation of old common shares. As a result, the Issuer’s securities were delisted from the Toronto Stock Exchange and OTCQX, and it became a privately held company with FIKA as the sole securityholder.

The Commission’s decision was based on the Issuer’s compliance with relevant securities legislation, including the Securities Act (Ontario), National Policy 11-206, and National Policy 11-207, as well as the Issuer’s lack of intention to seek public financing or maintain a market for its securities. The Issuer was not in default of any securities legislation requirements except for the failure to file specific interim financial documents.

The order was issued on October 3, 2023, by Lina Creta, Manager of Corporate Finance at the Ontario Securities Commission.

The Securities Commission has granted alternative mutual funds an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), subject to conditions. The key aspects of the decision are as follows:

1. **Margin Deposit Relief**: Funds can deposit up to 35% of their net asset value (NAV) as margin with any one futures commission merchant in Canada or the United States, and up to 70% in aggregate with all merchants, for transactions in standardized futures. This exceeds the usual 10% limit. The margin must be held in segregated accounts and not be available to satisfy claims against the dealer.

2. **Leverage Relief**: Funds are permitted to use Value at Risk (VaR) to calculate exposure instead of the standard leverage limit of 300% of the fund’s NAV. The VaR is limited to 20% of NAV. This relief also includes exemption from certain disclosure requirements related to leverage exposure in simplified prospectuses and fund facts documents.

3. **Performance Relief**: Funds that have not distributed securities under a simplified prospectus for 12 consecutive months can include past performance data in their sales communications, simplified prospectus, and fund facts documents. This includes periods when the fund was not a reporting issuer. The funds must disclose certain information regarding this past performance data and make their financial statements available upon request.

The exemptions are granted under the condition that the funds establish a derivatives risk management program and use third-party verification of VaR calculations. The relief is granted based on the understanding that these measures will manage the funds’ derivatives risks effectively.

The decision is set to expire on October 2, 2027.

The Securities Commission has granted Rockcliff Metals Corporation’s (the Filer) application to cease being a reporting issuer. The decision is based on the Filer meeting specific criteria: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The application was processed under National Policy 11-206, with the Ontario Securities Commission acting as the principal regulator, and the decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Filer also indicated reliance on Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Manitoba. The outcome allows the Filer to stop being a reporting issuer in all Canadian jurisdictions where it held this status.

The Securities Commission has granted the Fulcra Asset Management Inc. (the Filer) on behalf of the Fulcra Credit Opportunities Fund (the FCO Fund) and future alternative mutual funds managed by the Filer or its affiliates (collectively, the Funds) exemptions from certain requirements under National Instruments 81-102, 81-101, and 81-106. These exemptions allow the FCO Fund to include past performance data in sales communications, fund facts documents, and management reports of fund performance (MRFPs) even though this data relates to a period before the FCO Fund was a reporting issuer. Additionally, the FCO Fund is permitted to use past performance data to calculate its investment risk rating for its simplified prospectus.

The exemptions also allow the FCO Fund to process purchase and redemption orders on a monthly basis, rather than immediately after an order is received, as would normally be required. Furthermore, the Funds are exempt from the custodial requirement that limits the amount of portfolio assets that can be deposited with a borrowing agent in connection with short sales to 25% of the Fund’s net asset value (NAV).

The exemptions are contingent upon the FCO Fund disclosing that it was not a reporting issuer during the period the past performance data relates to, that its expenses would have been higher had it been a reporting issuer, and that the financial statements for the period are available on the FCO Fund’s website and upon request. The FCO Fund must also disclose its monthly processing frequency for purchase and redemption orders in its simplified prospectus and fund facts, and indicate that the fund is suitable for investors who can accept this frequency.

The decision is based on the FCO Fund’s compliance with investment restrictions and practices applicable to alternative mutual funds since its inception, the similarity in management before and after becoming a reporting issuer, and the belief that the past performance data is significant and meaningful information for investors. The exemptions are granted under the conditions that the FCO Fund complies with the disclosure requirements and maintains certain operational practices as specified in the decision.

The Securities Commission has made a decision regarding Leith Wheeler Investment Counsel Ltd. (the Filer), a portfolio manager providing non-discretionary advice to sponsors of capital accumulation plans (CAPs) and non-tax-assisted accumulation plans. The Filer sought to have previous dealer registration and prospectus requirements exemptions revoked and replaced due to an update in their factual circumstances.

The Filer, now wishing to service plans offering their proprietary funds alongside other managers’ funds, required updated exemptions. The Commission granted the exemptions, maintaining the same conditions as the previous decision. These conditions include the Plan Sponsor’s role in selecting funds, providing policy and performance information to Members, and limiting contributions to Non-Tax Assisted CAPs based on tax legislation limits.

The exemptions are based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 25(1)(a), 53, 74(1), and 144, and are subject to the conditions that ensure compliance with National Instrument 81-102 Investment Funds and other relevant guidelines.

The decision will terminate upon the implementation of new securities rules providing similar exemptions or 90 days after a notice indicating no intention to make such rules is published by the Decision Maker.

The Securities Commission has granted an investment fund managed by Penderfund Capital Management Ltd. an exemption from the illiquid asset concentration limits outlined in section 2.4 of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the fund, as a Qualified Institutional Buyer, to purchase and hold certain fixed income securities (144A Securities) in excess of the usual 10% and 20% net asset value limits for mutual funds and non-redeemable investment funds, respectively. Additionally, the fund can hold these securities beyond the 15% and 25% net asset value limits for mutual funds and non-redeemable investment funds, respectively, without being required to reduce its holdings.

The rationale for the exemption is based on the liquidity and marketability of 144A Securities among Qualified Institutional Buyers, which can be traded without holding periods. The Commission determined that these securities are traded on a mature and liquid market, and that the exemption would not compromise investor protection or the public interest.

The exemption is contingent upon the following conditions:

1. The fund must be a Qualified Institutional Buyer at the time of purchasing 144A Securities.
2. The 144A Securities acquired under the exemption must not be considered illiquid assets under part (a) of the definition in NI 81-102.
3. The 144A Securities must be traded on a mature and liquid market.
4. The fund’s prospectus must disclose the exemption to its investors.

The British Columbia Securities Commission is the principal regulator for the application, and the decision also applies to Ontario and other jurisdictions under the Multilateral Instrument 11-102 Passport System. The decision is made under the securities legislation of the relevant jurisdictions and is in accordance with the test set out in the legislation for granting such an exemption.

The Securities Commission has granted an exemption to CI Investments Inc. (CI) and its affiliates, allowing their managed investment funds to invest up to 10% of their net assets in SICAV Funds governed by Luxembourg laws and UCITS Funds overseen by the Central Bank of Ireland. These foreign funds are not subject to Canadian National Instrument 81-102 (NI 81-102) and are not reporting issuers in Canada, which would typically restrict Canadian funds from investing in them. However, the exemption was approved because the foreign funds adhere to investment restrictions and disclosure requirements similar to those in NI 81-102.

The key conditions for the exemption include:

1. The Underlying Funds must qualify as UCITS and comply with UCITS Regulations.
2. Investments by the Canadian funds in the Underlying Funds must align with section 2.5 of NI 81-102 and include all required disclosures for funds investing in other funds.
3. No Canadian fund may invest more than 10% of its net assets in Underlying Funds.
4. If the regulatory framework for the Underlying Funds materially changes, the Canadian funds must not make additional investments and must divest current holdings.

This decision is based on the belief that such investments offer efficient and cost-effective diversification and access to unique market exposures, align with the funds’ investment objectives, and are in the best interests of the funds. The exemption is contingent on the foreign funds maintaining regulatory practices substantially similar to those required of Canadian funds.

The Ontario Securities Commission (OSC) has consented to the corporate re-domiciliation of Toubani Resources Inc. from Ontario, Canada, to Australia under the Corporations Act 2001 (Cth) of Australia. This decision is based on the Business Corporations Act, R.S.O. 1990, c. B.16, specifically section 181, and the relevant Ontario Regulation 398/21, section 21(b).

Key facts include Toubani Resources Inc. being an offering corporation with common shares listed on the Australian Securities Exchange (ASX). The company is not in default under any relevant Canadian or Australian regulations and will continue to be a reporting issuer in Ontario and other Canadian jurisdictions post-continuance.

The reasoning for the consent includes the company’s intention to improve administration and efficiency, significant cost savings, and advantages for shareholders. The OSC determined that the continuance would not be prejudicial to the public interest.

The outcome is that the OSC has provided consent for Toubani Resources Inc. to continue under Australian jurisdiction, with the company undertaking to file an Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process with the OSC through SEDAR+ following the effective date of the continuance. The company will also change its name to Toubani Resources Limited and relocate its head office to Mount Pleasant, Western Australia, Australia.

The Securities Commission has granted CI Investments Inc. (the Filer) an extension for the renewal of prospectuses for certain funds under its management. The decision allows for a 127-day extension for the prospectuses of CI Global Minimum Downside Volatility Index ETF, CI U.S. Minimum Downside Volatility Index ETF, and CI Utilities Giants Covered Call ETF, and a 161-day extension for CI Canadian Banks Covered Call Income Corporate Class, CI Energy Giants Covered Call Fund, CI Gold+ Giants Covered Call Fund, and CI Tech Giants Covered Call Fund.

The Filer sought these extensions to align the prospectus renewal dates with those of other funds under its management, thereby consolidating the renewal process and reducing associated costs. The Filer argued that renewing the prospectuses separately would be impractical and costly, and that no material changes have occurred that would affect the accuracy of the current prospectuses.

The Commission agreed with the Filer’s reasoning and granted the extensions without conditions, citing that the exemptions would not compromise the accuracy of the information in the prospectuses or be prejudicial to the public interest.

The decision was made under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended, which allows for such extensions, and was supported by the Filer’s compliance with securities legislation and the absence of defaults. The Filer also committed to amending the prospectuses should any material changes occur. The extensions facilitate the Filer’s plan to streamline its fund offerings and maintain consistency across its fund platforms.

The Ontario Securities Commission (OSC) has issued an order recognizing that Acerus Pharmaceuticals Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation as defined by the OBCA, has its registered and head office in Toronto, Ontario.

The Applicant has stated that it does not plan to seek public financing through securities offerings. Furthermore, on August 25, 2023, the Applicant received an order confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The Applicant maintains that the conditions of the Reporting Issuer Order are still accurate.

The OSC, having determined that granting the order would not adversely affect the public interest, has ordered that the Applicant is deemed to have ceased to be offering its securities to the public as of September 20, 2023.

The Securities Commission has decided to grant Tralucent Asset Management Inc., the manager of Tralucent Global Alt (Long/Short) Equity Fund, an exemption from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This subsection typically prohibits the filing of a prospectus more than 90 days after the preliminary prospectus receipt date.

The decision was made following an application by the Filer, dated September 14, 2023, requesting relief from this timing restriction. The Director of the Ontario Securities Commission reviewed the application and based on the information and representations provided, agreed to issue an exemption. This exemption is conditional upon the prospectus being filed by October 16, 2023.

The legislative framework guiding this decision is National Instrument 81-101, specifically section 6.1 which allows for exemptive relief applications, and subsection 2.1(2) which sets the 90-day filing limit for a prospectus following a preliminary prospectus.

The Securities Commission has granted Ivanhoe Electric Inc. an exemption from the prospectus requirement for certain marketing activities that are not explicitly allowed by National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101). This exemption enables investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows for future offerings under Ivanhoe Electric Inc.’s Final MJDS Base Prospectus.

The exemption was necessary because NI 71-101 lacks equivalent provisions to Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102), which governs marketing activities in connection with shelf distributions in Canada. The granted relief is conditional upon the investment dealers complying with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102 as if the Final MJDS Base Prospectus were a final base shelf prospectus under NI 44-102.

The British Columbia Securities Commission is the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. The exemption is based on the understanding that Canadian purchasers of securities offered under the Final MJDS Base Prospectus can only buy these securities through an investment dealer registered in their province of residence.

The relevant legislative provisions underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1)2, and National Instrument 71-101 The Multijurisdictional Disclosure System, section 11.3. The decision was made on September 15, 2023.

The Securities Commission has granted an exemption from the prospectus requirement to Danaher Company for the spin-off of its subsidiary, Veralto Corporation. The exemption allows Danaher to distribute shares of Veralto to its Canadian shareholders as a dividend in specie without a prospectus. The decision is based on the fact that Danaher is not a reporting issuer in Canada, has a de minimis presence in the country, and the distribution requires no action or investment decision from Canadian shareholders.

The key points are:

– Danaher is a U.S. company with global operations, not a reporting issuer in Canada, and has no intention of becoming one.
– The spin-off involves distributing 100% of Veralto shares to Danaher shareholders on a pro rata basis.
– Veralto will hold Danaher’s Environmental & Applied Solutions Business and will be listed on the NYSE under the symbol VLTO.
– The number of Canadian shareholders and their shareholdings in Danaher are minimal.
– No active trading market for Veralto shares is expected in Canada post-spin-off.
– The spin-off is exempt from the prospectus requirement under Canadian securities law, except that Veralto is not a reporting issuer in Canada.

The decision is underpinned by section 53 and 74(1) of the Securities Act (Ontario) and is contingent on the first trade of Veralto shares being subject to section 2.6 of National Instrument 45-102 Resale of Securities. The outcome allows Danaher to proceed with the spin-off without the need for a prospectus in Canada.

The Ontario Securities Commission (OSC) has approved an application from CanDeal Benchmark Administration Services Inc. (CBAS) regarding the Term Canadian Overnight Repo Rate Average (Term CORRA). The decision, based on the Securities Act (Ontario) and the Commodity Futures Act (Ontario), designates Term CORRA as a benchmark and CBAS as its administrator, aligning with Multilateral Instrument 25-102 and OSC Rule 25-501.

Term CORRA is set to replace the Canadian Dollar Offered Rate (CDOR), which will be discontinued on June 28, 2024. It is a forward-looking rate based on expectations from CORRA derivatives markets, initially intended for use in trade finance, loans, and related derivatives.

The OSC’s decision is influenced by the anticipated importance of Term CORRA in transitioning from CDOR and the need for a regulated benchmark. CBAS, as the designated administrator, must adhere to the relevant provisions of MI 25-102 and OSC Rule 25-501.

CBAS has also provided an undertaking to the OSC, detailing commitments such as establishing an oversight committee, restricting trading activities of related individuals, and annual compliance certifications.

The decision was made on September 15, 2023, by Grant Vingoe, the Chief Executive Officer of the OSC.

The Securities Commission granted an exemption to Franklin Templeton Investments Corp. (the Filer) to facilitate the offering of exchange-traded fund (ETF) securities and conventional mutual fund securities under a single form of prospectus. The Filer is exempt from the requirement to file a long-form prospectus for ETF securities, provided that a simplified prospectus is filed in accordance with National Instrument 81-101 (NI 81-101), and additional disclosure required by Form 41-101F2 is included. The Filer must also file ETF Facts documents as prescribed by Form 41-101F4 for ETF securities and Fund Facts documents as prescribed by Form 81-101F3 for mutual fund securities.

Additionally, the Filer is granted technical relief from Parts 9, 10, and 14 of National Instrument 81-102 (NI 81-102) to allow each fund offering both ETF and mutual fund securities to treat them as separate mutual funds for compliance purposes.

This decision is based on the Filer’s representations, including its compliance with securities legislation, the structure and distribution of the funds, and the listing of ETF securities on recognized marketplaces. The exemption is conditional upon the Filer’s adherence to specific requirements for simplified prospectus filings and compliance with relevant parts of NI 81-101 and NI 81-102 for each type of security offered. The decision aims to streamline the offering process and provide clear disclosure to investors.

The Securities Commission has granted Thesis Gold (Holdings) Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting specific criteria: it is not a publicly traded company, with fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. The Filer has also become a wholly-owned subsidiary following a statutory plan of arrangement, and its securities were delisted from the TSX Venture Exchange.

The Filer is not an OTC reporting issuer and has no plans to seek public financing. Although it failed to file certain continuous disclosure documents on time, this requirement arose after the completion of the arrangement, and the Filer would have been eligible for a simplified procedure if not for this default.

The decision was made under the authority of the Securities Act (British Columbia and Ontario) and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission served as the principal regulator for the application, and the order reflects the decision of both the British Columbia and Ontario securities regulatory authorities.

The Securities Commission has granted an exemption to 1832 Asset Management L.P. (the Filer), the manager of Dynamic Retirement Income Fund (the Fund), under subsection 62(5) of the Securities Act (Ontario). This exemption allows the Filer to extend the prospectus lapse date for the Fund by 50 days. The extension aligns the Fund’s prospectus renewal with that of other funds under the Filer’s management, thereby consolidating their prospectuses into a single document. This consolidation aims to reduce costs and facilitate easier comparison of fund features for investors.

The Filer is a registered investment fund manager and the Fund is a mutual fund and a reporting issuer in Canada. The Fund’s current prospectus lapse date is October 28, 2023, but the Filer manages other mutual funds with a lapse date of December 2, 2023. The exemption sought is to avoid the impracticality and unreasonable costs of renewing the Fund’s prospectus separately and then again with the other funds.

The Commission’s decision is based on the understanding that there have been no material changes in the Fund’s affairs since its last prospectus and that any future material changes will be disclosed as required by law. The exemption is not expected to impact the accuracy of the Fund’s prospectus or be prejudicial to the public interest. The decision was made in accordance with the test set out in the applicable securities legislation.

The Securities Commission has granted exemptive relief to investment funds managed by SLGI Asset Management Inc. (SLGI) from certain concentration restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest more than the standard limits in debt securities issued or guaranteed by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac).

Under NI 81-102, mutual funds (other than alternative mutual funds) are typically restricted from investing more than 10% of their net asset value in a single issuer’s securities, while alternative mutual funds and non-redeemable investment funds are limited to 20%. The exemption permits these funds to exceed these limits for Fannie Mae and Freddie Mac securities, which are implicitly guaranteed by the U.S. government and have a U.S. government equivalent credit rating.

The decision is based on the understanding that Fannie Mae and Freddie Mac play a critical role in the U.S. mortgage industry and their securities are considered government securities under the U.S. Investment Company Act of 1940. The exemption is conditional upon the securities maintaining a U.S. Government Equivalent Rating and a minimum credit rating of BBB-. Additionally, funds must disclose the exemption and associated risks in their prospectus, and must divest from the securities if their ratings fall below the required thresholds or if the U.S. Congress enacts legislation that changes or removes the implied government guarantee.

The Ontario Securities Commission, acting as the principal regulator, approved the exemption, which is also applicable in other Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System. The decision is subject to specific conditions to ensure ongoing compliance with the investment prudence and disclosure standards.

The Ontario Securities Commission (OSC) issued a partial revocation of a cease trade order (CTO) against Fire & Flower Holdings Corp. (the Issuer), which was originally implemented due to the company’s failure to file required financial documents. The partial revocation was granted to allow the Issuer to proceed with a court-approved transaction under the Companies’ Creditors Arrangement Act (CCAA).

Key facts include the Issuer’s failure to file interim financial statements, management’s discussion and analysis, and related certifications for the period ended June 30, 2023. Subsequently, the Issuer entered CCAA proceedings and sought a buyer or investor through a court-approved sale and investment solicitation process (SISP). FIKA Cannabis (FIKA) was selected as the successful bidder.

The court-approved transaction involves the sale and issuance of 1,000,000,000 Class A Common shares to FIKA for CAD 36 million. The court also authorized the cancellation of all other equity interests in the Issuer except for the Purchased Shares.

The partial revocation is conditional on FIKA receiving a copy of the CTO, the partial revocation order, and a written notice acknowledging that all securities of the Issuer, including those issued in the transaction, will remain subject to the CTO unless further relief is granted or a full revocation is issued. The Issuer also intends to cease being a reporting issuer following the transaction’s completion.

The decision is based on section 144 of the Securities Act (Ontario) and is subject to the conditions that the Issuer provides the required documents and acknowledgments to FIKA and that the order will expire upon the completion of the transaction or within 60 days of the order date.

The Securities Commission has granted an application by Absolute Software Corporation (the Filer) to cease being a reporting issuer in Canada. The decision was made under the authority of the Securities Act of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator.

The key facts leading to this decision include:

1. The Filer is not an OTC reporting issuer.
2. The Filer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status.
5. The Filer is not in default of any securities legislation.

The outcome is based on the test set out in the relevant legislation, which the Filer has met. Consequently, the Filer has been allowed to cease being a reporting issuer, as per the order of the Securities Commission. The decision is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against 0941527 B.C. Ltd., previously known as United Coal Holdings Limited. The CTO was originally issued due to the company’s failure to file required continuous disclosure documents. The company sought the partial revocation to conduct a private placement of common shares, aiming to raise funds to prepare and file the overdue documents and cover related fees.

Key facts include the company’s incorporation in British Columbia, its status as a reporting issuer in British Columbia, Ontario, and Alberta, and the absence of trading on any marketplace. The company’s failure to file financial statements and management’s discussion and analysis (MD&A) from 2015 to 2023 led to the CTOs in Ontario and British Columbia.

The company proposed a private placement to raise up to $100,000 through unsecured debentures, with the intention to use the proceeds to become compliant with continuous disclosure obligations and to apply for a full revocation of the CTOs.

The OSC’s decision to grant a partial revocation was based on the company’s representations and subject to conditions, including providing subscribers with copies of the CTOs and the partial revocation order, obtaining signed acknowledgments from subscribers, and issuing press releases and material change reports as necessary. The partial revocation is underpinned by Section 144 of the Securities Act (Ontario), which allows for such relief if it is not prejudicial to the public interest.

The order will expire upon the earlier of the closing of the private placement or 60 days from the date of the order, which is August 31, 2023.

The Securities Commission granted exemptive relief to Guardian Capital LP (the Filer) and its Continuing Funds—Guardian Directed Equity Path Portfolio, Guardian Directed Premium Yield Portfolio, and Guardian Canadian Bond Fund—from certain provisions of National Instruments 81-101, 41-101, 81-102, and 81-106. This relief allows the new ETF Series of the Continuing Funds to use the historical performance and financial data of the corresponding Terminating ETFs in their sales communications, ETF Facts, management reports, and financial statements. Additionally, the past performance of the Terminating ETFs can be used to determine and disclose the investment risk rating in the simplified prospectus and ETF Facts.

The decision is based on the fact that the investment objectives of each Terminating ETF are substantially similar to those of its corresponding Continuing Fund, and the management of each Continuing Fund is materially similar to that of the corresponding Terminating ETF. The relief aims to provide investors with complete and accurate information to make informed decisions about investing or continuing to hold investments in the ETF Series of the Continuing Funds.

The granted relief is subject to conditions that include proper disclosure of the Mergers in the relevant documents and that the information used is prepared in accordance with Part 15 of NI 81-102. The decision is made under the authority of various sections of the National Instruments mentioned above, which govern mutual fund prospectus disclosure, general prospectus requirements, investment funds, and investment fund continuous disclosure.

The Securities Commission has granted a partial revocation of a cease trade order (CTO) to EasTower Wireless Inc. The company, a reporting issuer in British Columbia, Alberta, and Ontario, was initially cease traded due to its failure to file audited annual financial statements and other required documents for the year ended December 31, 2022. The failure was attributed to financial difficulties, specifically the lack of funds to pay for the audit.

EasTower Wireless Inc. sought the partial revocation to complete a private placement of $60,000 in Ontario through unsecured promissory notes, with the intention of using the proceeds to address its outstanding financial reporting obligations and related fees, and to provide working capital.

The partial revocation was granted under Section 144 of the Securities Act (Ontario) and is subject to conditions, including that the company must inform investors about the CTO and the partial revocation, and obtain written acknowledgments from them. The company must also issue press releases and file material change reports as necessary.

The decision was made based on the belief that the partial revocation meets the test set out in the relevant legislation and that the proceeds from the financing will allow the company to update its continuous disclosure records and maintain operations. The company also plans to apply for a full revocation of the CTO after addressing its disclosure obligations and has no current plans for a Change of Business or Reverse Takeover.

The outcome allows EasTower Wireless Inc. to proceed with the proposed financing under certain prospectus exemptions, with the aim of rectifying its continuous disclosure defaults and stabilizing its financial position.

The Ontario Securities Commission granted NADG NNN Real Estate Investment Trust (the Filer) an exemption from the requirement to obtain separate minority approval for each class of units in a related party transaction. The exemption was granted under Section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which typically requires separate class voting. The Filer’s declaration of trust allows unitholders to vote as a single class unless materially different effects on the classes are present.

Key reasons for the exemption include:

1. The transaction does not materially affect any class of units differently.
2. An independent committee oversaw the transaction, supported by fairness opinions and an appraisal.
3. The Filer’s declaration of trust stipulates single-class voting unless classes are affected differently.
4. Separate class votes could give disproportionate veto power to a small number of unitholders.

The exemption is conditional upon:

1. Holding a special meeting for Disinterested Unitholders to vote as a single class on the transaction.
2. Preparing and delivering an information circular in accordance with securities law.
3. Including a fairness opinion in the information circular confirming the transaction’s fairness to Disinterested Unitholders.

The decision aligns with the public interest and fair treatment of Disinterested Unitholders, ensuring they are informed and can vote on the transaction’s merits.

The Securities Commission has granted an order for Acerus Pharmaceuticals Corporation (“the Issuer”) to no longer be considered a reporting issuer, following a successful application under National Policy 11-206. This decision also includes a full revocation of a previous failure-to-file cease trade order (FFCTO) that was issued due to the Issuer’s failure to file certain financial documents.

The Issuer had been under creditor protection since January 26, 2023, under the Companies’ Creditors Arrangement Act (CCAA). A reorganization process was approved by the court, which resulted in First Generation becoming the sole shareholder. The Issuer’s securities were delisted from the Toronto Stock Exchange and canceled on the OTC Pink in the United States.

The Issuer is not in default of any securities laws except for the obligation to file specific continuous disclosure documents. The Issuer has no intention of seeking public financing or maintaining a market for its securities.

The decision was made under the authority of section 144 of the Securities Act (Ontario) and sections 1(10)(a)(ii) of the same act, as well as National Policy 11-206 and National Policy 11-207. The outcome allows the Issuer to cease being a reporting issuer in all jurisdictions in Canada where it had this status.

Highvista Gold Inc., a reporting issuer in Ontario, British Columbia, Alberta, and Saskatchewan, was subject to a cease trade order (CTO) due to its failure to file annual financial statements and related documents for the year ended March 31, 2019, as well as interim filings for the period ended June 30, 2019. These filings were required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).

After rectifying the defaults by updating its continuous disclosure filings, Highvista Gold Inc. applied for a revocation of the CTO under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207). The company also provided an undertaking that it would not complete certain types of transactions involving non-Canadian businesses unless it complied with specific prospectus filing requirements.

The Ontario Securities Commission (OSC) reviewed the application and determined that Highvista Gold Inc. had remedied the defaults, paid all required fees, updated its SEDAR+ profile, and had no material changes in its business that were not disclosed. The OSC also considered the company’s undertakings, including holding an annual meeting of shareholders within 90 days of the revocation.

Based on these considerations, the OSC concluded that revoking the CTO was justified under the Securities Act, R.S.O. 1990, c. S.5, as amended, section 144. Consequently, the OSC issued an order revoking the CTO on August 24, 2023.

The Ontario Securities Commission (OSC) has granted Frontenac Mortgage Investment Corporation (the Filer) an extension for the time limits associated with filing a renewal prospectus. The Filer’s current long-form prospectus, dated June 16, 2022, was set to lapse on June 16, 2023. An initial extension was granted to August 15, 2023, requiring the Filer to file a prospectus by August 25, 2023, and receive a receipt by September 4, 2023, to continue uninterrupted distribution of its common shares.

However, the Filer is still engaged in the comment process with OSC Staff regarding an amendment to the current prospectus and a pro forma prospectus, which has not been concluded in time to meet the extended deadline. As a result, the Filer has ceased distribution under the current prospectus and will not resume until the process is complete and a receipt for the final prospectus is issued.

The Filer requested further relief to extend the lapse date to October 16, 2023, to allow for the completion of the comment process and the filing of a final prospectus. The OSC has granted this relief based on the Filer’s representations, including that there have been no material changes in its affairs since the last amendment receipt date and that it will file an amendment if any material changes occur. The OSC determined that granting the requested relief is not prejudicial to the public interest.

The decision is grounded in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Filer has also indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in several Canadian provinces.

The Securities Commission has granted RBC Dominion Securities Inc. and its affiliates (collectively, the Filers) exemptions from certain requirements under National Instrument 44-102 Shelf Distributions and National Instrument 44-101 Short Form Prospectus Distributions. These exemptions will allow the Filers to file a shelf prospectus and prospectus supplements for the distribution of corporate strip securities derived from debt obligations of Canadian corporations and trusts as part of their CARS and PARS Programme.

The granted exemptions include relief from the eligibility criteria to file a shelf prospectus, the requirement for the prospectus to contain a certificate of the issuer, and the requirement for the prospectus to incorporate by reference documents of the underlying issuer. The decision is conditional on the underlying obligations being qualified for distribution under a prospectus with a receipt issued by regulators in specific provinces, and at least four months have passed since the closing of the original issue of the underlying obligations.

The Filers must also ensure that the underlying issuer is eligible to file a short form prospectus at the offering date, and the receipt for the prospectus filed under this decision is not effective after October 24, 2025. Additionally, the offering and sale of the Strip Securities must comply with all other requirements of the relevant National Instruments, except for those from which an exemption has been granted.

The decision also requires the Filers to issue a press release and file a material change report for any significant changes to the CARS and PARS Programme or changes in the operating rules of CDS that could affect holders of Strip Securities. All relevant documents must be filed on SEDAR+ under the profile for the CARS and PARS Programme, and applicable filing fees must be paid.

This decision is based on the representations made by the Filers, including their compliance with securities legislation, the operation of the CARS and PARS Programme since 2002, and the procedures for the creation, sale, and transfer of Strip Securities. The decision ensures that the Strip Securities can be offered to investors while maintaining certain investor protections and regulatory standards.

The Securities Commission has granted TransCanada Pipelines Limited (the Filer) an exemption from the prospectus requirement for the distribution of certain commercial paper/short-term debt instruments in Canada. This exemption is conditional and is based on the Filer’s inability to meet the credit rating threshold condition required by section 2.35 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) following a downgrade by DBRS Limited on July 25, 2023.

Key points include:

– The Filer is a corporation with common shares owned by TC Energy Corporation, both of which are reporting issuers in good standing in all Canadian jurisdictions.
– The Filer’s commercial paper program involves selling negotiable promissory notes or commercial paper with a maturity of no more than one year from the date of issue.
– The Filer’s commercial paper previously met the credit rating requirements of NI 45-106 but can no longer do so due to the downgrade.
– The exemption allows the Filer to resume distributions under its commercial paper program to accredited investors, excluding certain individuals and entities as defined in NI 45-106.
– Trades must be made through registered investment dealers to qualified purchasers in Canada.
– The granted exemption is subject to conditions, including credit rating requirements, purchaser qualifications, and dealer agreements to follow specified procedures.
– The exemption is valid until July 31, 2028.

The decision was made by the Alberta Securities Commission as the principal regulator, in conjunction with the Ontario Securities Commission, and relies on the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Invictus MD Strategies Corp. (the Issuer). These CTOs were initially put in place because the Issuer failed to file certain required continuous disclosure materials. The revocation follows an application by the Issuer under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The decision was made by the British Columbia Securities Commission (BCSC) as the Principal Regulator, in conjunction with the Ontario Securities Commission (OSC), with both being referred to as Decision Makers. The Issuer is no longer a reporting issuer in any Canadian jurisdiction where it previously had this status.

The revocation order is based on the legislative provisions of the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 144, and is supported by the criteria set out in the relevant securities legislation that governs the Decision Makers’ authority to revoke such orders.

The outcome is that the CTOs issued against the Issuer on February 4, 2021, by both the BCSC and the OSC have been revoked as of August 18, 2023. This decision reflects the regulators’ satisfaction that the Issuer has met the conditions for revocation as outlined in the applicable legislation and policies.

The Securities Commission has granted Invictus MD Strategies Corp. (the Filer) an order to cease being a reporting issuer in Canada. The Filer, headquartered in British Columbia, is a reporting issuer in multiple Canadian jurisdictions. Following a creditor arrangement and a series of corporate actions, including an amalgamation and a plan of arrangement, the number of the Filer’s shareholders was significantly reduced.

The Filer is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 worldwide. There is no public trading of the Filer’s securities. The Filer has resolved previous defaults related to the failure to file certain financial documents, which led to a cease trade order (FFCTO). The Filer has requested a full revocation of the FFCTO and is not in default of any securities legislation, except for the aforementioned issues.

The decision to grant the order is based on the Filer meeting the criteria set out in the applicable securities legislation, specifically under section 88 of the Securities Act (British Columbia) and section 1(10)(a)(ii) of the Securities Act (Ontario). The order indicates that the Filer has ceased to be a reporting issuer in all Canadian jurisdictions where it previously had this status.

The Securities Commission has approved an application by Uni-Select Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made based on several key factors:

1. Uni-Select Inc. is not classified as an OTC reporting issuer.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and under 51 holders globally.
3. Uni-Select Inc.’s securities are not traded on any public marketplace or facility in Canada or internationally.
4. The company is not in violation of any securities legislation.

The order was granted under the authority of the securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended). The Autorité des marchés financiers served as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. This outcome allows Uni-Select Inc. to discontinue its obligations as a reporting issuer under Canadian securities laws.

The Ontario Securities Commission granted Dye & Durham Limited (the Filer) an exemption from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which mandates that an issuer must take up all securities deposited and not withdrawn under an issuer bid before extending the bid if all terms and conditions have been met. This exemption is in relation to the Filer’s issuer bid to repurchase a portion of its outstanding 3.75% unsecured convertible debentures due March 1, 2026, through a modified Dutch auction procedure.

The Filer’s board believes that the bid is an efficient means of providing value to debenture holders and is in the best interests of the Filer. The bid was initiated on July 26, 2023, and is set to expire on August 30, 2023. The Filer may wish to extend the offer if the aggregate purchase price of the debentures tendered is less than the maximum aggregate purchase price, but cannot determine the final purchase price until all tenders are accounted for, including any made during an extension period.

The exemption is conditional upon the Filer taking up and paying for, or dealing with, the deposited debentures in the manner outlined in the issuer bid circular and issuing a press release announcing the exemption within one business day of receipt.

The decision is based on the Filer’s representations, including its status as a reporting issuer in good standing, the belief that the bid is a prudent use of financial resources, and the independent valuation of the debentures. The exemption allows the Filer to extend the offer without first taking up all tendered debentures, facilitating a more flexible and potentially more successful bid process.

The Securities Commission has granted Reunion Neuroscience Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Filer meeting several conditions: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the relevant legislation. The Ontario Securities Commission, acting as the principal regulator, has approved the application following the Process for Cease to be a Reporting Issuer Applications, with the decision also applying to several other Canadian provinces through Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission granted Forge First Asset Management Inc. (the Filer) an exemption from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105). This exemption allows the Filer to cover direct costs for participating dealers related to sales communications, investor conferences, or seminars that primarily provide educational information on financial planning. The exemption is subject to conditions ensuring compliance with other subsections of NI 81-105, no sales requirements for the Filer’s funds, no additional incentives for recommending the funds, and the provision of only general educational information without specific advice. The materials must be prepared or approved by the Filer, and the content must clearly state its informational purpose and indicate the types of professionals qualified to give advice on the topics presented. This decision facilitates investor access to financial planning education, potentially aiding their financial decision-making involving mutual funds.

The Ontario Securities Commission (OSC) has granted consent to EarthRenew Inc., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue as a corporation under the Business Corporations Act (Alberta) (ABCA). This decision is based on the application submitted by EarthRenew Inc. and the assessment that the continuance would not be prejudicial to the public interest.

Key points from the application include:

– EarthRenew Inc.’s common shares are traded on the Canadian Securities Exchange.
– The company has a significant presence in Alberta, with its head office and majority of assets, operations, and employees located there.
– The rights, duties, and obligations under the ABCA are substantially similar to those under the OBCA.
– EarthRenew Inc. is a reporting issuer in multiple Canadian provinces and is in compliance with all relevant securities legislation.
– The company’s shareholders overwhelmingly approved the continuance, with no dissenting votes.

The OSC’s consent is required under subsection 21(b) of the Ontario Regulation 398/21 made under the OBCA for the continuance to proceed. The decision was made on August 10, 2023, and is in accordance with the relevant laws and regulations, including the OBCA, the Securities Act (Ontario), and the regulations and rules made thereunder.

The Securities Commission has granted an exemption to investment funds managed by Lysander Funds Limited, allowing them to treat certain unregistered fixed income securities, known as 144A Securities, as liquid assets. These securities are typically restricted under National Instrument 81-102 Investment Funds (NI 81-102) due to prescribed holding periods that classify them as illiquid assets. However, the exemption acknowledges that 144A Securities can be traded freely among qualified institutional buyers without holding periods, indicating a level of liquidity that justifies the exemption.

The key conditions for the exemption are that the purchasing fund must be a qualified institutional buyer at the time of purchase, the securities must be traded on a mature and liquid market, and they must not be considered illiquid under other parts of NI 81-102. Additionally, the funds must disclose in their prospectus that they have obtained this exemption.

The decision is based on the reasoning that 144A Securities have become a significant and liquid part of the U.S. corporate bond market, and that the exemption will not prevent funds from meeting redemption requests. It also considers that preventing funds from investing in 144A Securities could limit their access to investment opportunities.

The exemption is subject to the condition that the funds continue to meet the requirements for being a qualified institutional buyer and that the liquidity of the 144A Securities is maintained. The decision is made under the authority of sections 1.1, 2.4, and 19.1 of NI 81-102, and is intended to be relied upon in multiple Canadian jurisdictions as per Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission has decided to grant Tralucent Asset Management Inc., the manager of Tralucent Global Alt (Long/Short) Equity Fund, an exemption from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement typically prohibits the filing of a prospectus more than 90 days after the issuance of a receipt for the preliminary prospectus. The decision was made following an application by the Filer, dated July 11, 2023, and is contingent on the prospectus being filed no later than September 15, 2023. The exemption is based on the information and representations provided in the application and is intended to facilitate the filing of the Fund’s prospectus beyond the standard 90-day period. Darren McKall, Manager of the Investment Funds and Structured Products Branch, communicated the decision, which will be formalized through the issuance of a receipt for the Fund’s prospectus.

The Securities Commission has granted an alternative mutual fund, managed by Tralucent Asset Management Inc., exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), National Instrument 41-101 General Prospectus Requirements (NI 41-101), and National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). This decision allows the fund to include past performance data in its sales communications, fund facts, ETF facts documents, and management reports of fund performance, even though this data is from a period before the fund was distributing securities under a simplified prospectus and had not done so for 12 consecutive months.

The fund, which aims to exceed the growth of the MSCI World Index through long-short investments in exchange-traded securities, has been managed consistently since its inception and will continue to be managed in the same manner as a reporting issuer. The fund has complied with the investment restrictions and practices of NI 81-102 since its establishment.

The relief is conditional upon the fund disclosing that it was not a reporting issuer during the period the past performance data relates to, that expenses would have been higher had it been a reporting issuer, and that the fund received exemptive relief to disclose such past performance data. Additionally, the fund’s financial statements for the relevant period must be available on the Filer’s website and provided to investors upon request.

The exemptions are based on the premise that the past performance data is meaningful for investors and that the fund’s management and fee structure have remained consistent. The decision facilitates the fund’s transition to a reporting issuer while maintaining transparency for investors regarding its historical performance.

The Securities Commission has granted an alternative mutual fund, managed by Tralucent Asset Management Inc., exemption from certain requirements under National Instrument 81-102 Investment Funds and related regulations. This exemption allows the fund to use past performance data from a period when its securities were offered on a prospectus-exempt basis for sales communications and risk classification. The fund, which has the same investment objectives and fee structure as during the prospectus-exempt period, can now include this historical data in its simplified prospectus, fund facts document, and ETF facts document, as well as in its annual and interim management reports of fund performance.

The decision is based on the fund’s compliance with the conditions set forth by the regulator, including the filing of a simplified prospectus and ETF facts document in accordance with the prescribed forms, and treating ETF Securities and Mutual Fund Securities as if they were separate funds for compliance with parts of National Instrument 81-102. The exemption is contingent upon the fund’s adherence to these conditions and the inclusion of disclosure regarding the decision in the fund’s simplified prospectus.

The Securities Commission has granted an exemption to Tralucents Asset Management Inc. (the Filer) and its associated funds, including the Tralucents Global Alt (Long/Short) Equity Fund (the Existing Fund) and any future funds offering exchange-traded fund securities (ETF Securities) managed by the Filer or its affiliates (collectively, the Funds). This exemption allows the Funds to offer both ETF Securities and conventional mutual fund securities under the same prospectus, deviating from the standard requirement of filing a long form prospectus for ETF Securities as mandated by National Instrument 41-101 General Prospectus Requirements (NI 41-101).

The exemption permits the Filer to prepare and file a simplified prospectus in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), including additional disclosures required by Form 41-101F2 that are not covered by Form 81-101F1, specifically for ETF Securities. The Filer is also required to file ETF Facts as prescribed by Form 41-101F4 for ETF Securities and a Fund Facts document as prescribed by Form 81-101F3 for conventional mutual fund securities.

Additionally, the Commission has granted technical relief from Parts 9, 10, and 14 of National Instrument 81-102 Investment Funds (NI 81-102), allowing each fund to treat its ETF Securities and conventional mutual fund securities as separate mutual funds for compliance purposes.

The exemption also includes relief from including an underwriter’s certificate in the Fund’s prospectus for ETF Securities (Underwriter’s Certificate Relief) and from take-over bid requirements for persons or companies purchasing ETF Securities through the Toronto Stock Exchange or another marketplace (Take-Over Bid Relief).

The decision is based on representations by the Filer, including the nature of the Funds, the distribution process for ETF Securities, and the roles of Authorized Dealers and Designated Brokers. The Filer has argued that Authorized Dealers and Designated Brokers do not provide typical underwriting services and do not receive fees or commissions for distributing ETF Securities, making the underwriter’s certificate impractical. Additionally, the Filer contends that the application of take-over bid requirements to ETF Securities would negatively impact their liquidity and is unnecessary due to the difficulty in exercising control over the Funds and the fluctuating number of outstanding ETF Securities.

The principal regulator, the Ontario Securities Commission, is satisfied that the exemption is justified and has granted the Exemption Sought.

The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) against Spruce Ridge Resources Ltd. The CTO was initially issued due to the company’s failure to file certain continuous disclosure documents as required by Ontario securities law. These documents included annual audited financial statements, management’s discussion and analysis for the fiscal year, and certifications of annual filings for the year ended April 30, 2022. Additional filings for interim periods and other regulatory documents were also not submitted in a timely manner.

Spruce Ridge Resources Ltd. has since remedied these defaults by updating all required continuous disclosure filings and paying any outstanding fees. The company has also confirmed that it is not involved in any discussions related to major corporate restructuring such as reverse take-overs or mergers, and there have been no undisclosed material changes in its business affairs.

Based on the company’s compliance with continuous disclosure obligations and the absence of any other defaults or ongoing restructuring discussions, the OSC has concluded that revoking the CTO is appropriate. The decision was made under the authority of Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. Following the revocation, Spruce Ridge Resources Ltd. is required to issue a news release announcing the revocation and file it on the System for Electronic Document Analysis and Retrieval (SEDAR+).

The Ontario Securities Commission (OSC) has issued an order recognizing that Superior Gold Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation under the OBCA with its head office in Toronto, has stated that it does not plan to seek public financing through securities offerings. Furthermore, the Applicant has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC, having reviewed the Applicant’s representations and finding no public interest concerns, has granted the order, effectively acknowledging the Applicant’s private status as of July 31, 2023.

The Securities Commission has granted CoinSmart Financial Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Filer meeting specific criteria outlined in the Securities Act (Ontario) and related regulations, particularly section 1(10)(a)(ii).

The Filer represented that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the Filer is not in default of any securities legislation.

The Ontario Securities Commission, acting as the principal regulator, determined that the Filer satisfied the necessary conditions to cease being a reporting issuer, as per the legislative requirements. The outcome allows the Filer to discontinue its reporting obligations in Canada.

The Securities Commission has granted Bellus Health Inc. (the Filer) an order to cease being a reporting issuer. The decision is based on the following key points:

1. The Filer is not an OTC reporting issuer under specific regulations.
2. The Filer’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status.
5. The Filer is not in violation of any securities legislation.

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order reflects the consensus of the Decision Makers that the Filer meets the legislative criteria to cease being a reporting issuer.

The Ontario Securities Commission (OSC) has issued an order recognizing that Aumento Capital X Corp. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation with its head office in Toronto, Ontario, has stated that it does not plan to seek public financing through securities offerings. Previously, on July 18, 2023, the Applicant received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC, considering that granting the order would not harm the public interest, has ordered that the Applicant is deemed to have ceased public securities offerings as of July 27, 2023.

The Securities Commission has granted Anacortes Mining Corp. (the Filer) an order to cease being a reporting issuer, based on an application under the securities legislation of British Columbia and Ontario. The decision was made in accordance with National Policy 11-206, which outlines the process for such applications.

Key facts leading to this decision include:

1. The Filer is not an OTC reporting issuer.
2. The Filer’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility where trading data is reported.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. The Filer is not in default of any securities legislation.

The outcome, supported by the relevant securities legislation, particularly section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), is that the Filer has been granted the order it sought and has ceased to be a reporting issuer. This decision was made by the British Columbia Securities Commission, which served as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The Filer’s reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta was also noted in the process.

The Securities Commission issued a decision regarding Superior Gold Inc.’s (the Filer) application to cease being a reporting issuer. The Filer sought this order under the securities legislation of Ontario, where the Ontario Securities Commission acted as the principal regulator. The application was made in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer.

The Filer’s application was supported by several key representations:

1. The Filer was not classified as an OTC reporting issuer under Multilateral Instrument 51-105.
2. The Filer’s securities were held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide.
3. The Filer’s securities were not traded on any public marketplace or facility in Canada or internationally.
4. The Filer sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status.
5. The Filer was not in violation of any securities legislation in any jurisdiction.

Based on these representations and the compliance with relevant legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii), the principal regulator agreed that the Filer met the necessary criteria and granted the order for the Filer to cease being a reporting issuer. This decision allows the Filer to stop adhering to the reporting obligations that come with this status in Canada.

The Securities Commission has decided to revoke the cease trade order (CTO) previously issued against Dynamic Technologies Group Inc. (the Issuer). The CTO was initially imposed due to the Issuer’s failure to file annual and interim financial statements, management’s discussion and analysis, and related certificates. The Issuer also failed to file subsequent interim financial statements and certificates after the CTO was issued.

Subsequently, the Issuer applied for and was granted a decision by securities regulatory authorities in Alberta and Ontario to no longer be considered a reporting issuer in those jurisdictions. This decision was made in accordance with the relevant securities legislation, specifically sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended).

Given that the Issuer is no longer a reporting issuer, the Securities Commission, with the Principal Regulator being in Alberta and the Decision Maker in Ontario, has satisfied the legislative test to revoke the CTO. The revocation of the CTO is effective from the date the Issuer is deemed to no longer be a reporting issuer.

The Securities Commission has granted Dynamic Technologies Group Inc. (the Filer) an order to cease being a reporting issuer. The Filer, an Alberta corporation, is a reporting issuer in British Columbia, Alberta, and Ontario but does not have a head office. It initiated creditor protection proceedings under the Companies’ Creditor Arrangement Act (Canada) and underwent a sales and investment solicitation process.

The Filer failed to file its annual financial statements and other continuous disclosure documents, resulting in cease trade orders in Alberta and Ontario. However, the Filer completed a court-approved transaction that involved the cancellation of existing shares, issuance of a new share to a subsidiary of Promising Expert Limited, and other reorganization activities.

The Filer’s securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, with no trading on any marketplace. Although the Filer could not use the simplified procedure due to its default in securities legislation, it has been granted relief from its reporting obligations following the anticipated full revocation of the cease trade orders.

The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the relevant securities legislation of Alberta and Ontario. The Alberta Securities Commission is the principal regulator for this application, and the order reflects the decisions of both Alberta and Ontario securities regulatory authorities.

The Securities Commission has granted Brownstone Asset Management Inc. (the Filer) an exemption from certain provisions of National Instrument 31-103, specifically subparagraphs 13.5(2)(b)(ii) and (iii), which generally restrict in specie transfers involving managed accounts and pooled funds. This exemption allows the Filer to conduct in specie subscriptions, where securities held in a managed account are used as consideration for fund securities, under specific conditions.

The Filer, an Alberta-based corporation, is registered as an adviser, investment fund manager, and exempt market dealer across various Canadian provinces. The Filer manages both existing and future pooled funds, which are not reporting issuers and sell securities privately in Canada. The Filer also offers discretionary portfolio management services to clients through managed accounts.

The exemption is contingent upon several conditions, including obtaining prior written consent from clients for in specie transfers, ensuring the securities transferred align with the fund’s investment objectives, and maintaining equal value between the transferred securities and the fund securities issued. Additionally, the transferred securities must not be considered illiquid assets, and the Filer must keep detailed records of all in specie transfers for five years. The Filer or its affiliates cannot receive compensation from the sale of fund securities, except for nominal administrative and commission charges.

This decision is based on the Filer’s representations and is subject to the test set out in the applicable securities legislation. The Alberta Securities Commission is the principal regulator, and the decision also applies to British Columbia, Nova Scotia, and Ontario through the Passport System.

The Securities Commission has granted an exemption to Tralucent Asset Management Inc. (the Filer) on behalf of the Tralucent Global Alt (Long/Short) Equity Fund (the Existing Fund) and any future funds managed by the Filer that are mutual funds or alternative mutual funds. This exemption allows these funds to deposit portfolio assets with a borrowing agent that is not their custodian or sub-custodian for the purpose of short selling securities.

Under National Instrument 81-102 Investment Funds (NI 81-102), the exemption permits mutual funds (other than alternative mutual funds) to deposit with a borrowing agent up to 10% of the fund’s net asset value (NAV), and alternative mutual funds up to 25% of the NAV, excluding the value of proceeds from outstanding short sales.

The exemption is subject to the condition that each fund complies with subsections 6.8.1(2) and (3) of NI 81-102. The rationale for the exemption includes the operational challenges and costs associated with appointing Prime Brokers as custodians or sub-custodians, and the need to avoid managing multiple Prime Broker relationships, which can introduce unnecessary complexity and additional operational costs.

The decision was made under the securities legislation of Ontario and relies on National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemption is intended to be relied upon in all Canadian provinces and territories except Québec. The Filer is a registered portfolio manager, investment fund manager, and exempt market dealer in various Canadian provinces and is not in default of any securities legislation.

The Securities Commission has granted an order for PenderFund Capital Management Ltd. (the Filer) and its associated funds, Pender Strategic Growth and Income Fund and Pender Global Focused Fund (the Funds), to cease being reporting issuers. This decision is based on the following key points:

1. The Funds are not OTC reporting issuers, meaning they are not subject to the reporting requirements for issuers quoted in the U.S. over-the-counter markets as per Multilateral Instrument 51-105.

2. The ownership of the Funds’ securities is limited, with fewer than 15 security holders in each jurisdiction of Canada and less than 51 globally.

3. The Funds’ securities are not traded on any marketplace or facility where trading data is publicly reported, as defined in National Instrument 21-101.

4. The Filer has requested the order for the Funds to cease being reporting issuers in all Canadian jurisdictions where they currently have this status.

5. The Funds are not in default of any securities legislation in any jurisdiction.

The decision, which aligns with the test set out in the applicable securities legislation, is supported by the British Columbia Securities Commission as the principal regulator and reflects the decision of the securities regulatory authority in Ontario. The relevant legislative provisions include the Securities Act, R.S.O. 1990, c.S.5, as amended, s. 1(10)(a)(ii), and the Securities Act, R.S.B.C. 1996, c. 418, s. 88. The order is in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and is also influenced by the Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) previously issued against Tony G Co-Investment Holdings Ltd. (the Issuer). The CTO was initially imposed on June 6, 2022, due to the Issuer’s failure to file required annual financial statements, management’s discussion and analysis (MD&A), and certifications for the year ended January 31, 2022, as mandated by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).

Subsequently, the Issuer also failed to file additional continuous disclosure materials for interim periods and the following year. However, the Issuer has since remedied these defaults by updating all required filings and paying outstanding fees. The Issuer has also provided the OSC with a written undertaking that includes holding an annual meeting of shareholders within three months after the revocation of the CTO and not completing certain types of transactions unless specific conditions are met.

The OSC, acting as the Principal Regulator and considering the Issuer’s compliance with continuous disclosure obligations and other regulatory requirements, determined that revoking the CTO is justified. The decision was made under the authority of Section 144 of the Securities Act (R.S.O. 1990, c.S.5) and in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The revocation order was issued on July 18, 2023, and the Issuer is expected to issue a news release and file a material change report on the revocation and its future plans.

The Securities Commission has granted Aumento Capital X Corp. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to the reporting requirements of the securities legislation in Canadian jurisdictions where it was recognized as such. This decision is based on the Filer meeting certain criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the provisions of National Policy 11-206, Multilateral Instrument 11-102 Passport System, and other relevant securities regulations. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer met the necessary conditions for the order to be granted.

The Securities Commission has granted an exemption to Friedberg Mercantile Group Ltd. (the Filer) from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in applicable jurisdictions. The Filer, registered as an investment dealer in Canada and a member of the Investment Industry Regulatory Organization of Canada (IIROC), is permitted to continue offering CFDs under specific terms and conditions, including the use of a clear and plain language risk disclosure document instead of a prospectus.

The decision is based on the Filer’s compliance with IIROC rules and acceptable practices, including capital requirements and risk management strategies. The Filer’s online trading platform provides real-time client reporting and automated risk management systems to help manage the risks associated with leveraged products.

The granted relief is consistent with previous exemptions and with the guidelines set out in OSC Staff Notice 91-702. It is subject to conditions such as the Filer’s continued registration as an investment dealer, adherence to IIROC rules, and the provision of risk disclosure documents to clients. The exemption includes a four-year sunset clause and may be revoked under certain conditions, such as regulatory changes or disciplinary actions against the Filer.

The relevant laws and regulations underpinning the outcome include the Securities Act (Ontario), OSC Rule 91-502 Trades in Recognized Options, and the proposed but not adopted OSC Rule 91-504 OTC Derivatives. The decision also takes into account the regulatory framework of the Quebec Derivatives Act for offering similar products in Quebec.

The Ontario Securities Commission granted FG Acquisition Corp. (the Filer), a special purpose acquisition corporation (SPAC), an exemption from the minority approval and formal valuation requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption pertains to the Filer’s proposed transaction involving the exchange of Class B shares for new exchange preferred shares as part of its qualifying acquisition of ThinkMarkets.

Key facts include:

– The Filer is a SPAC with no operations or revenue until it completes a qualifying acquisition.
– The Filer’s capital includes Class A restricted voting shares, which are redeemable and listed on the Toronto Stock Exchange (TSX), and Class B shares, which are not redeemable, do not have access to escrow funds, and are not publicly traded.
– The gross proceeds from the IPO of Class A shares are in escrow to fund the qualifying acquisition and satisfy any redemptions.
– The proposed transaction is a related party transaction under MI 61-101, as it involves an acquisition of shares from the Filer’s sponsors.