Exemptive Relief Orders

The Securities Commission has granted an exemption to Elk Valley Resources Ltd. (NewCo) from the requirement to have a technical report prepared by an independent qualified person for its mineral properties upon completion of a spin-off transaction from Teck Resources Limited (Teck). This decision is based on the fact that NewCo’s business is a continuation of Teck’s steelmaking coal segment, and the shareholders of NewCo, who are also Teck’s shareholders, are not receiving interests in new mineral properties but rather an indirect interest they already held.

The exemption is supported by the fact that the properties in question have been producing mines for many years and have a substantial public disclosure record. NewCo will inherit Teck’s producing issuer status, which typically allows reliance on internal qualified persons for technical reports, as Teck’s shares are traded on a specified exchange that qualifies for an independence exemption under National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). However, since NewCo will not have securities listed on such an exchange immediately following the arrangement, it would not be able to use the same exemption without this decision.

The Securities Commission’s decision is based on the provisions of NI 43-101, specifically sections 5.3(1)(a) and 9.1, and is contingent on the condition that NewCo will file new technical reports prepared in accordance with NI 43-101 for each property post-arrangement. Additionally, the Commission has granted confidentiality relief, ensuring that the application and related materials remain confidential until the public announcement of the spin-out or after 90 days from the effective date of the decision, whichever comes first.

The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario, with the intention to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted alternative mutual funds an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) and related disclosure obligations under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). The key points of the decision are as follows:

1. **Value at Risk (VaR) Usage**: The funds are allowed to use VaR, limited to 20% of their net asset value (NAV), to calculate exposure instead of adhering to the standard limit of 300% of the fund’s NAV for aggregate exposure to cash borrowing, short selling, and specified derivatives transactions.

2. **Disclosure Requirements**: The funds are exempt from disclosing their maximum aggregate exposure to leverage as calculated under Section 2.9.1 of NI 81-102 in their Fund Facts Document and Simplified Prospectus.

3. **Performance Data**: The funds can include past performance data in their sales communications and disclosure documents, even for periods when they were not reporting issuers, subject to certain conditions.

4. **Risk Level Calculation**: The funds are permitted to use past performance data to calculate the investment risk level and disclose this in the Fund Facts and ETF Facts documents.

5. **Conditions**: The exemptions are subject to several conditions, including the establishment of a derivatives risk management program, third-party verification of VaR calculations, and specific reporting and notification requirements to the Securities Commission.

6. **Expiration**: The decision expires on February 22, 2027.

The decision is based on the reasoning that VaR is a more appropriate measure of risk for these funds compared to the notional exposure limits. The exemptions are intended to provide investors with access to products that may offer diversified holdings and potentially superior non-correlated returns. The decision is made under the authority of various sections of NI 81-102 and NI 81-101, as well as the Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission granted an exemption to a mutual fund, allowing it to invest in a U.S.-based underlying mutual fund not governed by Canadian investment fund regulations. The exemption from National Instrument 81-102 Investment Funds (NI 81-102) permits the fund to invest up to 10% of its net asset value in the U.S. fund, which is regulated under the United States Investment Company Act of 1940. The decision is contingent on the investment aligning with the fund’s objectives and the U.S. fund being in good standing with the SEC. The fund must disclose this exemption in its prospectus. The exemption aims to provide benefits such as enhanced diversification and access to specialized expertise, without duplicating fees or posing significant investment risks.

The Ontario Securities Commission, acting as the principal regulator, has granted BlackRock Asset Management Canada Limited (the Filer) an extension of the lapse date for the prospectus of certain exchange-traded mutual funds (ETFs) it manages. This decision allows the Filer to align the prospectus renewal of these ETFs with that of other funds under its management, specifically the iShares Funds, to streamline operations and reduce costs.

Key points from the decision include:

– The Filer is a registered investment fund manager and is not in default of any securities legislation.
– The ETFs in question are in continuous distribution and listed on Canadian marketplaces.
– The current prospectus lapse date for the ETFs is April 13, 2023.
– The Filer aims to combine the current prospectus of the ETFs with that of the iShares Funds, which has a lapse date of June 29, 2023, to achieve administrative efficiency and cost savings.
– There have been no material changes in the affairs of the ETFs since the current prospectus was issued.
– The extension will not affect the accuracy of the information in the current prospectus or ETF Facts, nor will it be prejudicial to the public interest.

The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by the representations made by the Filer. The relief is conditional upon the Filer’s continued compliance with securities legislation and the absence of any material changes that would affect the accuracy of the current prospectus. The outcome is that the ETFs’ prospectus lapse date is extended to June 29, 2023, to coincide with the iShares Funds’ prospectus lapse date.

The Securities Commission has granted VAALCO Energy, Inc. (the Filer) an exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101), under certain conditions. The Filer is a Delaware corporation with oil and gas interests in Africa and Canada, and is a reporting issuer in Canadian provinces but has a minimal percentage of its shareholders in Canada. It is also listed on the New York and London stock exchanges.

The exemption is based on the fact that the Filer is already subject to and compliant with U.S. disclosure requirements for oil and gas activities, as it is registered under the U.S. Securities Exchange Act of 1934 and follows the rules of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE).

The exemption is conditional upon the Filer remaining a U.S. issuer and an SEC foreign issuer, continuing to prepare its oil and gas disclosures in accordance with U.S. rules, issuing a news release in Canada to inform that it will follow U.S. disclosure rules, and filing its disclosures with Canadian securities regulators promptly after filing them in the U.S.

The decision is made under the authority of the securities legislation of Alberta and Ontario, with Alberta Securities Commission as the principal regulator, and is also representative of the decision of the securities regulatory authority in Ontario. The exemption reflects the principle that the Filer’s compliance with U.S. rules is sufficient to meet the disclosure expectations in Canada for its Canadian investors, given its status and the proportion of its shareholder base in Canada.

The Securities Commission granted an exemption to a federation of financial services cooperatives, allowing them to file a base shelf prospectus for market-linked notes without principal protection, despite not meeting certain eligibility criteria. The filer, part of the Mouvement Desjardins, is a significant financial group in Canada and a designated domestic systemically important financial institution. The exemption was granted under the condition that the filer complies with all other requirements and procedures, continues to be recognized as a systemically important institution, and includes specific disclosures in the prospectus supplement about the lack of ratings and risks to investors’ principal. This decision is based on National Instruments 44-101 and 44-102, which set out the criteria for short form and shelf prospectus distributions, and the exemption is contingent upon the filer’s adherence to the terms outlined in the decision document.

The Ontario Securities Commission (OSC) has revoked a cease trade order against Essex Oil Ltd. after the company remedied its previous failure to file required continuous disclosure materials. The initial cease trade order was issued on November 3, 2016, due to the company’s non-compliance with filing audited annual financial statements, management’s discussion and analysis (MD&A), and certification of filings for the year ended June 30, 2016.

Essex Oil Ltd., a reporting issuer in Ontario, addressed its defaults by updating its continuous disclosure filings, although certain outstanding filings from 2016 to 2020 remained unfiled. The company also completed a private placement, updated its management team, and committed to holding a shareholder meeting within three months of the order’s revocation.

The decision to revoke the cease trade order was made under section 144 of the Securities Act, R.S.O. 1990, c.S.5, as amended, which allows for revocation if it is not prejudicial to the public interest. The revocation reflects the company’s efforts to comply with Ontario securities law and its undertaking to maintain updated and accurate filings moving forward. The revocation order was dated February 17, 2023.

The Ontario Securities Commission granted a 90-day extension for annual financial statement filings and a 60-day extension for interim financial statement filings to certain mutual funds managed by iCapital Network Canada Ltd. These funds, which are not reporting issuers, primarily invest in underlying funds with later financial reporting deadlines. The relief, subject to conditions, is based on National Instrument 81-106 Investment Fund Continuous Disclosure, which typically requires funds to file and deliver financial statements within specific timeframes after the end of their financial year or interim period.

The decision acknowledges that the funds’ auditors need the underlying funds’ audited financial statements to complete their audits, and these underlying funds often have different financial year-ends and reporting deadlines. The extensions are conditional upon the funds continuing to invest primarily in underlying funds, disclosing the extended deadlines in their offering memorandums, and notifying securityholders of their reliance on the relief. The funds must still file their financial statements within the extended deadlines, and the relief will expire within one year of any regulatory changes that affect the filing and delivery deadlines for mutual funds.

The Ontario Securities Commission granted Hamilton Capital Partners Inc. (the Filer) on behalf of Hamilton Enhanced Canadian Bank ETF (HCAL or the ETF) an exemption from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows HCAL to invest more than 20% of its net asset value in securities of any single issuer, specifically targeting the six largest Canadian banks, following the Solactive Equal Weight Canada Banks Index (Equal Weight Index). The exemption is conditional upon HCAL adhering to its stated investment objectives and strategies, which include using leverage to replicate approximately 1.25 times the performance of the Equal Weight Index.

The Filer is a registered investment fund manager, exempt market dealer, and portfolio manager in Ontario, with additional registrations in Quebec and Newfoundland & Labrador. HCAL is an alternative mutual fund and a reporting issuer in multiple Canadian jurisdictions.

The decision was based on representations from the Filer that the ETF’s investment strategy is transparent, passive, and fully disclosed to investors. The ETF will maintain a fixed portfolio of the six largest Canadian banks, which are highly liquid securities. The exemption was deemed appropriate because the ETF operates similarly to a fixed portfolio investment fund, which is typically exempt from the concentration restriction.

The exemption is contingent on HCAL obtaining necessary approvals for its proposed investment objective change and implementing it. The ETF must disclose the exemption and associated concentration risks in its prospectus upon renewal. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an application by Fidelity Investments Canada ULC (the Filer) on behalf of Fidelity Global Equity Class Portfolio (the Fund) to extend the lapse date of the Fund’s current prospectus by six days. This extension aligns the Fund’s prospectus lapse date with that of other funds under the Filer’s management, facilitating their consolidation into a single prospectus.

The Filer is registered as a portfolio manager, mutual fund dealer, investment fund manager, and commodity trading manager in various Canadian jurisdictions. The Fund, a mutual fund corporation, distributes securities under a simplified prospectus due to lapse on April 20, 2023. The extension moves this date to April 26, 2023, matching the lapse date of the Filer’s other funds (FCSC Funds).

The decision is based on the rationale that consolidating the prospectuses will benefit investors by allowing easier comparison and reducing costs associated with prospectus renewal and printing. The Filer argued that renewing the Fund’s prospectus separately from the FCSC Funds would be impractical and costly. No material changes have occurred in the Fund’s affairs since the last prospectus filing, ensuring that the current prospectus still provides accurate information.

The extension is granted under subsection 62(5) of the Ontario Securities Act, which allows for such modifications if they are not prejudicial to the public interest. The decision was made considering that the accuracy of the Fund’s information would not be compromised and that it would not be against the public interest.

The Ontario Securities Commission granted Brookfield Corporation (the Filer) an exemption from the requirement to incorporate certain sections of a previously filed management information circular in any future short form prospectuses, including base shelf prospectuses. This exemption was granted under the securities legislation of Ontario, specifically referencing item 11.1(1)(7) of Form 44-101F1 Short Form Prospectus and National Instrument 44-102 Shelf Distributions.

The Filer, a corporation in good standing under the Business Corporations Act (Ontario), is a reporting issuer in all Canadian provinces and territories and is listed on both the New York Stock Exchange and the Toronto Stock Exchange. The Filer has met the basic qualification criteria for filing a short form prospectus under National Instrument 44-101.

The exemption pertains to sections of a circular related to a completed plan of arrangement involving the distribution of shares of Brookfield Asset Management Ltd. to existing shareholders and the acquisition of a 25% interest in Brookfield Asset Management ULC by the Manager. The Filer argued that the specified sections of the circular, which include financial statements and other information about the Manager post-arrangement, are no longer material or relevant to the Filer or potential investors.

The Commission agreed with the Filer’s assessment, concluding that incorporating these sections into future prospectuses would not benefit shareholders or potential investors. The exemption was granted on the condition that the Filer continues to meet the basic qualification criteria for a short form prospectus, complies with other applicable requirements, and discloses in each prospectus that it has obtained this exemptive relief, including how to obtain a copy of the decision.

The Securities Commission has granted The Valens Company Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. This decision is based on the Filer meeting several conditions: it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. The order was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, with the Ontario Securities Commission acting as the principal regulator. The Filer’s cessation as a reporting issuer is effective across all Canadian jurisdictions where it previously had this status.

The Securities Commission granted exemptive relief to IG Investment Management Ltd. (IGIM) on behalf of new continuing mutual fund trusts (Continuing Funds) from certain requirements of National Instruments 81-101, 81-102, and 81-106. This relief allows the Continuing Funds to use the historical performance, financial data, and fund expenses of corresponding terminating mutual fund corporation classes (Terminating Funds) in their sales communications, prospectus, fund facts documents, and management reports. Additionally, the Continuing Funds are exempt from the seed capital requirements of NI 81-102.

The decision is based on the fact that the Continuing Funds have substantially similar investment objectives, strategies, and fees as the Terminating Funds, and unitholders of the Terminating Funds will become unitholders of the corresponding Continuing Funds after the merger. The relief is subject to conditions, including disclosure requirements in the Simplified Prospectus and Fund Facts Documents that reference the historical data of the Terminating Funds and the merger details.

The relief is granted under the following provisions:
– NI 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1(1)
– NI 81-102 Investment Funds, ss. 3.1, 15.1.1, 15.3(2), 15.6(1)(a)(i)(A), 15.6(1)(b), 15.6(1)(d)(i), 15.8(2)(a), 15.8(3)(a), and 15.9(2), 19.1(1)
– NI 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1(1)
– Form 81-101F1 Contents of Simplified Prospectus, Items 10(b) of Part B
– Form 81-101F3 Contents of Fund Facts Document, Items 2, 3, 4, and 5 of Part I and Item 1.3 of Part II
– Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Items 3.1(1), 3.1(7), 3.1(7.1), 3.1(8), 4.1(1), 4.1(2), 4.2(1), 4.2(2), 4.3(1)(a), and 4.3(1)(b) of Part B, and Items 3(1) and 4 of Part C

The decision was made on February 14, 2023, with the Manitoba Securities Commission acting as the principal regulator. The decision also applies to other Canadian jurisdictions under the Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted TriSummit Utilities Inc. (the Filer) an exemption from the restriction on issuing convertible securities as outlined in Section 2.3 of both National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and National Instrument 44-102 Shelf Distributions (NI 44-102). This exemption allows the Filer to issue preferred shares or debt securities that are convertible into other securities of the Filer under its Base Shelf Prospectus.

The Filer, a corporation under the Canada Business Corporations Act with its head office in Calgary, Alberta, is a reporting issuer in all Canadian provinces and territories but does not have equity securities listed on a short form eligible exchange. It has previously issued $950 million in medium-term notes and filed a Base Shelf Prospectus for the distribution of Preferred Shares and debt securities.

The exemption was granted on the condition that the Proposed Convertible Securities and the Proposed Underlying Securities, if issued directly, would meet the Designated Ratings Requirements at the time of distribution. These requirements include having a designated rating on a provisional basis and not being subject to potential downgrades by rating organizations.

The decision was made by the Alberta Securities Commission as the principal regulator and is also recognized by the Ontario securities regulatory authority. The exemption is contingent upon the Filer not being in default of any securities legislation requirements or continuous disclosure obligations.

The Securities Commission has granted Nova Scotia Power Incorporated (NSPI) an exemption from the prospectus requirement for the distribution of certain short-term debt instruments, specifically negotiable promissory notes or commercial paper with a maturity of no more than one year. This exemption is conditional and is based on the inability of NSPI to meet the credit rating threshold previously required under section 2.35 of National Instrument 45-106 – Prospectus Exemptions, due to downgrades by S&P Global Ratings and DBRS Limited.

The exemption allows NSPI to distribute these notes to Canadian Qualified Purchasers through registered Canadian Dealers, provided the notes are not convertible or exchangeable into other securities, are not securitized products, and have a credit rating at or above certain specified categories. The exemption is subject to several conditions, including that the notes must be sold in denominations of at least $250,000 and that the Canadian Dealers must ensure sales are only made to eligible purchasers.

The exemption is set to expire on February 9, 2028, unless extended or terminated earlier by the regulatory authorities. The decision is supported by the Securities Act of Nova Scotia and Ontario and is consistent with the multi-jurisdictional process for exemptive relief applications.

The Securities Commission has granted an application by Sierra Wireless, Inc. (the Filer) to cease being a reporting issuer in Canada. The decision was based on several key facts:

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

The decision was made in accordance with the securities legislation of British Columbia and Ontario, specifically referencing section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the regulator in Ontario. The Filer had indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in several other Canadian provinces.

The outcome is that Sierra Wireless, Inc. is no longer a reporting issuer and is thus relieved from the reporting obligations that come with that status.

The Securities Commission has granted an exemption to Arizona Lithium Limited (the Buyer) from complying with Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) regarding its bid to acquire all outstanding class A common shares of Prairie Lithium Corporation (the Target), a non-reporting issuer. This exemption is based on the fact that the Target is not a reporting issuer, has no published market for its securities, and the number of security holders exceeds the threshold allowed under the Non-Reporting Issuer Exemption (NRI Exemption) in NI 62-104.

The Target has 99 registered shareholders and 89 beneficial shareholders, with the majority residing in Saskatchewan, Alberta, and Ontario. The Buyer is relying on an exemption from the Take-Over Bid Requirements in jurisdictions other than Saskatchewan, Alberta, and Ontario. The Target’s shareholders are eligible under the private issuer exemption in section 2.4 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), and key stakeholders holding over 60% of the Target’s shares support the bid.

The exemption was issued under the authority of the securities legislation of Saskatchewan and Ontario, with the Financial and Consumer Affairs Authority of Saskatchewan acting as the principal regulator. The decision was made after considering the relevant facts and representations by the Filers, and it was determined that the exemption meets the test set out in the Legislation.

The Securities Commission granted ATB Investment Management Inc. (the Filer) an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f). This exemption allows the Filer to reference FundGrade A+ Awards and FundGrade Ratings in sales communications for mutual funds it manages, despite these references not meeting the standard matching and timing requirements for performance data disclosure.

The FundGrade A+ Awards, given by Fundata Canada Inc., recognize funds with strong risk-adjusted performance relative to peers. The awards are based on a proprietary rating system that evaluates funds using the Sharpe Ratio, Information Ratio, and Sortino Ratio over various time periods. The top-performing funds receive letter grades monthly, culminating in an annual FundGrade A+ Award for those with a GPA of 3.5 or higher.

The exemption was granted on the condition that sales communications comply with Part 15 of NI 81-102, except as specified, and include clear disclosure of the award or rating details, the number of funds in the category, the ranking entity, the period the award or rating is based on, and a statement that ratings are subject to monthly change. Additionally, the FundGrade A+ Award referenced must not be older than 365 days, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision, underpinned by the securities legislation of Alberta and Ontario, reflects the regulators’ satisfaction that the exemption meets the legislative test and will not be misleading to investors. The Alberta Securities Commission is the principal regulator for this application, and the decision also represents the consent of the securities regulatory authority in Ontario.

The Securities Commission issued a correction regarding a publication about SponsorsOne Inc. The initial publication in the February 2, 2023 issue of the Bulletin had an incorrect date for the Consent related to SponsorsOne Inc. The correct date for the Consent is January 26, 2023. This correction ensures that the records accurately reflect the timeline of the Commission’s decisions and consents. The relevant laws or regulations would typically pertain to the procedural and reporting requirements of the Securities Commission, ensuring transparency and accuracy in public disclosures.

The Ontario Securities Commission (OSC) has granted Wells Fargo Canada Corporation’s application to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii).

The key points leading to this decision include:

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

The OSC, acting as the principal regulator, determined that the application met the necessary criteria under the relevant legislation, and therefore, the order to cease the company’s reporting issuer status was approved.

The Securities Commission has granted an exemption to R.E.G.A.R. Gestion Privée Inc. (the Filer) on behalf of its alternative mutual funds (the Alternative Funds) and any future alternative mutual funds managed by the Filer or its affiliates. This exemption allows the Filer to consolidate the simplified prospectus of the Alternative Funds with the simplified prospectus of conventional mutual funds (the Conventional Funds) that are not alternative mutual funds, despite the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that prohibits such consolidation.

The Filer argued that this consolidation would reduce costs related to renewal, printing, and other processes, and would streamline the distribution and disclosure process across the Filer’s fund platform. The Filer also noted that the Alternative Funds share many operational and administrative features with the Conventional Funds, and combining them in the same simplified prospectus would facilitate investor comparison.

The exemption was granted based on the belief that it is in the best interest of the Alternative Funds and their securityholders and is not prejudicial to the public interest. The Filer also pointed out that similar consolidation is permitted for exchange-traded funds (ETFs) under Regulation 41-101 respecting General Prospectus Requirements, suggesting that mutual funds should not be treated differently.

The decision was made by the Autorité des marchés financiers, the principal regulator in this application, and also represents the decision of the securities regulatory authority in Ontario. The exemption is supported by Section 6.1 of NI 81-101 and is consistent with the test set out in the Legislation for the Decision Makers to make such a decision.

The Ontario Securities Commission (OSC) has approved an application by Purpose Investments Inc. (the Filer) on behalf of several funds (the Funds) for an extension of the lapse date for their simplified prospectus. The Filer sought to align the renewal process of the Funds’ prospectus with that of other funds managed by the Filer (the Other Funds) to streamline disclosure and reduce costs.

The Filer is a corporation registered in various capacities across Canadian provinces and territories, managing the Funds, which are mutual funds and reporting issuers in Canada. The Funds’ current prospectus was set to lapse on March 22, 2023, which would require a new prospectus to be filed and receipted according to specific deadlines under subsection 62(2) of the Securities Act (Ontario).

The Filer argued that renewing the Funds’ prospectus separately from the Other Funds’ prospectus, which has an April 14, 2023 lapse date, would be unreasonable due to the proximity of the two dates and the associated costs. The Filer assured that there had been no material changes in the Funds’ affairs since the last prospectus amendment and that any future material changes would be disclosed as required by law.

The OSC, serving as the principal regulator, determined that granting the extension would not compromise the accuracy of the information in the current prospectus or be prejudicial to the public interest. Consequently, the OSC extended the lapse date for the Funds’ prospectus to April 14, 2023, to coincide with the lapse date of the Other Funds’ prospectus.

The decision was made under the securities legislation of Ontario and relied upon in other Canadian provinces and territories through section 4.7(1) of Multilateral Instrument 11-102 Passport System. The outcome allows the Filer to renew the prospectus for both the Funds and the Other Funds simultaneously, facilitating a more efficient and cost-effective process.

The Securities Commission has granted an application by Whistler Blackcomb Holdings Inc. (the Filer) to cease being a reporting issuer in Canada. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Filer met the necessary conditions for the order, which include not being an OTC reporting issuer, having fewer than 15 security holders in each jurisdiction of Canada and fewer than 51 worldwide, and not having securities traded on any marketplace or facility where trading data is publicly reported. Additionally, the Filer was not in default of any securities legislation.

As a result, the Filer has ceased to be a reporting issuer in all jurisdictions of Canada where it previously held that status. This decision was made by the British Columbia Securities Commission as the principal regulator and was also representative of the decision by the securities regulatory authority in Ontario.

The Securities Commission has granted an order for Zymeworks Exchangeco Ltd. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points:

1. The Filer is not an OTC reporting issuer, meaning it is not subject to the reporting requirements for companies quoted in U.S. over-the-counter markets as per Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported.
4. The Filer is not in default of any securities legislation in any jurisdiction.

The British Columbia Securities Commission, acting as the principal regulator, issued the order in accordance with the securities legislation, specifically section 88 of the Securities Act (R.S.B.C. 1996, c. 418). The order also reflects the decision of the securities regulatory authority in Ontario and is recognized by other Canadian provinces and territories under Multilateral Instrument 11-102 Passport System.

The outcome is that Zymeworks Exchangeco Ltd. is no longer a reporting issuer and is relieved from the associated reporting obligations in Canada.

The Ontario Securities Commission (OSC) has issued an order revoking the failure-to-file cease trade order (FFCTO) against Personas Social Incorporated (the Issuer). The FFCTO was originally implemented on May 6, 2022, due to the Issuer’s failure to file its audited annual financial statements and related documents for the year ended December 31, 2021, as well as interim financial reports for the period ended June 30, 2022, as required by National Instrument 51-102 and National Instrument 52-109.

The Issuer, a reporting issuer in multiple Canadian jurisdictions, has since addressed the deficiencies by filing the overdue documents and is now up to date with its continuous disclosure obligations. The Issuer has also paid all outstanding and late fees to the securities commissions and has confirmed that there have been no material changes in its business that have not been publicly disclosed.

The OSC’s decision to revoke the FFCTO is based on the Issuer’s compliance with continuous disclosure obligations, current and accurate profiles on SEDAR and the System for Electronic Disclosure by Insiders, and the absence of any ongoing default or consideration of major corporate restructuring. The revocation order is contingent upon the Issuer issuing a news release and filing a material change report regarding the revocation.

The decision was made under the authority of Ontario securities laws and regulations, specifically under National Policy 11-207, which provides a framework for the revocation of cease trade orders in multiple jurisdictions. The OSC, as the Principal Regulator, determined that the Issuer met the necessary conditions for revocation, leading to the reinstatement of the Issuer’s ability to trade securities.

The Securities Commission has granted Medifocus Inc. an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on several key factors:

1. Medifocus Inc. is a reporting issuer in British Columbia, Alberta, and Ontario but not in any other Canadian jurisdiction.
2. The company does not have a physical head office and is headquartered in Toronto, Ontario, with a mailing address in Maryland, USA.
3. Medifocus Inc. is under a failure-to-file cease trade order (FFCTO) due to not filing required financial documents.
4. The company filed for insolvency and underwent a court-approved restructuring, resulting in Asset Profits Limited (APL) becoming the sole shareholder.
5. Medifocus Inc.’s securities are not traded on any public market in Canada or internationally.
6. The company has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
7. Medifocus Inc. has no intention of seeking public financing in Canada.

The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The outcome is that Medifocus Inc. is no longer a reporting issuer and is relieved from the associated obligations in all Canadian jurisdictions where it held this status.

The Ontario Securities Commission (OSC) has granted a full revocation of the cease trade order (CTO) against Medifocus Inc. This decision follows the company’s application for revocation under National Policy 11-207, which pertains to failure-to-file CTOs and their revocations across multiple jurisdictions.

Medifocus Inc. had been under a CTO since September 4, 2020, due to its failure to file annual and interim financial statements, management’s discussion and analysis (MD&A), and related certification documents. The company also failed to file subsequent interim financial statements and certificates after the CTO was issued.

The company underwent insolvency proceedings and restructuring, which included a court-approved transaction that resulted in Asset Profits Limited (APL) becoming the sole shareholder through a private placement and share consolidation. Following the restructuring, Medifocus Inc. completed all conditions of a previously granted partial revocation order and became a non-reporting issuer.

The OSC, as the Principal Regulator, determined that revoking the CTO was appropriate since Medifocus Inc. had addressed its defaults, except for the filing of the outstanding continuous disclosure documents, which was no longer required as the company ceased to be a reporting issuer. The revocation was made effective on the date Medifocus Inc. was confirmed to no longer be a reporting issuer.

The decision was made under the authority of sections 127 and 144 of the Securities Act (Ontario), which provide the OSC with the power to make such orders and are designed to protect investors and the integrity of the capital markets by ensuring that issuers meet their continuous disclosure obligations.

The Ontario Securities Commission (OSC) has granted Agrinam Acquisition Corporation (the Filer) exemptions from certain requirements regarding restricted securities under multiple securities instruments, subject to conditions. These exemptions pertain to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally regulate the use of terms like “common” for shares, disclosure obligations, and eligibility for prospectus filing for restricted securities.

The Filer, a special purpose acquisition corporation (SPAC) incorporated under the Business Corporations Act (British Columbia), is structured with multiple classes of shares, including Class A Shares, Class B Shares, Common Shares, and Proportionate Voting Shares (PV Shares). Upon completion of a qualifying acquisition, Class A and Class B Shares will convert into Common Shares and PV Shares, respectively, with the latter entitled to multiple votes per share.

The OSC’s decision allows the Filer to refer to its Common Shares as “common shares” in its prospectuses and continuous disclosure documents, despite the existence of PV Shares with greater voting rights. This is contingent on the Filer not having any other restricted securities issued and outstanding other than the Common Shares and providing disclosure consistent with the representations made in the application.

The exemptions are granted on the condition that the Filer’s share structure and rights, as detailed in the application, remain unchanged, and that the Filer does not issue any other class of restricted securities besides the Common Shares. The decision ensures that the Filer can proceed with its prospectus filings and continuous disclosure obligations without being hindered by the technical classification of its Common Shares as restricted securities due to the multiple voting rights attached to the PV Shares.

The Ontario Securities Commission (OSC) has issued an order recognizing that West Red Lake Gold Mines Inc. (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, an offering corporation with its head office in Ontario, has stated that it does not plan to seek public financing through securities offerings. Furthermore, the Applicant has already received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC, considering that this action would not harm the public interest, has granted the order, effectively acknowledging the Applicant’s non-public status as of January 31, 2023.

The Securities Commission has granted an application by NorZinc Ltd. for an order to cease being a reporting issuer. This decision is based on several key findings:

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

The decision was made in accordance with the securities legislation of British Columbia and Ontario, specifically referencing section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows NorZinc Ltd. to cease its reporting issuer obligations in Canada.

The Securities Commission has granted an application by The Manufacturers Life Insurance Company (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission served as the principal regulator, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for all provinces and territories outside Ontario.

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

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

Given these representations, the principal regulator concluded that the Filer met the legislative requirements to cease being a reporting issuer and approved the application.

The Ontario Securities Commission (OSC) has granted consent to SponsorsOne Inc., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue into the province of British Columbia under the Business Corporations Act (British Columbia) (BCBCA). This decision is based on subsection 21(b) of Ontario Regulation 398/21 made under the OBCA, which requires offering corporations to obtain consent from the Commission for such continuance.

SponsorsOne Inc., originally incorporated in Ontario in 1965, has undergone several name changes and is currently listed on multiple stock exchanges. The company sought to relocate its corporate records to British Columbia to align with its business activities primarily on the west coast and to gain management flexibility for a potential stock consolidation.

The OSC reviewed the application and considered the company’s compliance with relevant securities legislation, absence of defaults or proceedings under the OBCA or the Securities Act (British Columbia), and the overwhelming shareholder approval for the continuance. The OSC also noted that the rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA.

Concluding that the continuance would not be prejudicial to the public interest, the OSC consented to the continuance of SponsorsOne Inc. under the BCBCA on January 27, 2023.

The Ontario Securities Commission has granted Brookfield Renewable Corporation (BEPC) an exemption from certain related party transaction requirements, subject to conditions. This decision is based on the unique structure of BEPC and its relationship with Brookfield Renewable Partners L.P. (BEP), both of which are reporting issuers. BEPC was created to offer investors an alternative way to hold units in BEP through exchangeable shares, which are economically and functionally equivalent to BEP units.

The exemption allows BEPC to engage in related party transactions with entities other than BEP or its subsidiaries without complying with the formal valuation and minority approval requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), Part 5. Instead, BEP will treat any such transaction as if it were a direct party and will comply with the related party transaction requirements as though it entered into the transaction itself.

The exemption is contingent on several conditions, including that BEP owns all equity securities of BEPC, BEP consolidates BEPC in its financial statements, and there are no material changes to the exchangeable share provisions. Additionally, any formal valuation and disclosure documents related to these transactions must be identical for both BEPC and BEP and filed on both entities’ SEDAR profiles.

This decision recognizes the intertwined economic interests of BEPC and BEP and their function as a single economic entity, with BEP controlling BEPC and its board of directors. It also acknowledges that investments in BEPC’s exchangeable shares are effectively investments in BEP units, and therefore, BEP’s compliance with related party transaction requirements sufficiently protects investors.

The Securities Commission has granted an exemption to MHR Fund Management LLC (the Filer) and associated entities (collectively, the MHR Group) from certain take-over bid requirements under National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows the MHR Group to calculate thresholds for normal course purchases of Telesat Corporation’s (the Company) Class A common shares and Class B variable voting shares (collectively, the Listed Shares) on an aggregate basis rather than separately for each class.

The Company’s capital structure, designed to maintain its status as Canadian-controlled, features two classes of shares that are economically equivalent but distinguishable by the Canadian status of the holder. These shares are inter-convertible based on changes in the holder’s Canadian status and trade under the same ticker symbol and CUSIP.

Under normal circumstances, acquiring 20% or more of a class of shares would trigger take-over bid requirements. However, due to the unique capital structure and the inability to determine the exact number of each class of shares outstanding at the time of purchase, the Filer sought relief from these requirements.

The exemption was granted subject to several conditions, including that the Company’s previously obtained relief remains effective, there are no changes to the capital structure, and the Listed Shares continue to trade under the same ticker symbol and CUSIP. Additionally, the MHR Group must comply with the normal course purchase exemption in section 4.1 of NI 62-104, with the modification that the 5% threshold for purchases applies to the combined total of Class A and Class B shares, rather than on a per-class basis.

The decision was made by the Ontario Securities Commission, acting as the principal regulator, and is applicable across multiple Canadian jurisdictions under the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted Turquoise Hill Resources Ltd. (the Filer) an order to cease being a reporting issuer. The decision is based on the Filer meeting the conditions specified in the securities legislation of the relevant Canadian jurisdictions. The key points leading to this decision include:

1. The Filer is not an OTC reporting issuer under the specified Quebec regulation.
2. The Filer has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status.
5. The Filer is not in default of any securities legislation in any jurisdiction.

The order is supported by the legislative test set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision reflects the consensus of the Decision Makers in the relevant jurisdictions, with the Autorité des marchés financiers acting as the principal regulator for the application. The order is also recognized by the securities regulatory authority or regulator in Ontario.

The Securities Commission has granted an order for CAVU Energy Metals Corp. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status. The decision was made under the authority of the Securities Act, R.S.B.C. 1996, c. 418, s. 88, and was influenced by the following key points:

1. The Filer is not an OTC reporting issuer, meaning it is not subject to the reporting requirements of Multilateral Instrument 51-105 for companies quoted in U.S. Over-the-Counter Markets.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and less than 51 securityholders worldwide.
3. The Filer’s securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported.
4. The Filer is not in default of any securities legislation in any jurisdiction.

The British Columbia Securities Commission acted as the principal regulator for this application, and the order also represents the decision of the regulator in Ontario. The order was granted based on the test set out in the relevant legislation, confirming that the Filer met the conditions to cease being a reporting issuer.

The Securities Commission has granted an application by West Red Lake Gold Mines Inc. (the Filer) to cease being a reporting issuer. The decision is based on the Filer meeting specific criteria: it is not an OTC reporting issuer, has fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer has satisfied the necessary conditions to cease being a reporting issuer in all Canadian jurisdictions where it held this status.

The Ontario Securities Commission (OSC) has granted consent to Shoal Point Energy Ltd. to continue as a corporation under the laws of British Columbia, as per the company’s application. This decision is based on the Business Corporations Act (Ontario) and the relevant Ontario Regulation 398/21, which requires offering corporations to obtain such consent when applying for continuance in another jurisdiction.

Key points leading to this decision include:

– Shoal Point Energy Ltd., an amalgamated entity since October 10, 2012, is currently based in Ontario with plans to continue under the Business Corporations Act (British Columbia) (BCBCA).
– The company’s management and head office are located in British Columbia, and it has no significant ties to Ontario.
– Shoal Point Energy Ltd. is an offering corporation and a reporting issuer in both Ontario and British Columbia, with its common shares listed on the Canadian Securities Exchange.
– The company is not in default of any provisions of the Ontario Business Corporations Act or securities legislation and is not involved in any related proceedings.
– A special resolution for the continuance was overwhelmingly approved by shareholders at a meeting, with no dissenting rights exercised.
– The rights, duties, and obligations under the BCBCA are substantially similar to those under the Ontario equivalent.

The OSC’s consent is contingent on the belief that this change will not adversely affect the public interest. The decision was formalized on January 20, 2023.

The Ontario Securities Commission (OSC) has revoked a cease trade order against 0755461 B.C. Ltd. following the company’s application for revocation. The initial cease trade order was issued due to the company’s failure to file required continuous disclosure documents, including audited annual financial statements and management’s discussion and analysis (MD&A) for the year ended April 30, 2012, and subsequent periods.

The company has since remedied the defaults by updating its continuous disclosure filings, although it did not file certain outstanding documents for the years 2013 to 2020, requesting the Commission’s discretion not to require these filings. The company is now up-to-date with its continuous disclosure obligations, has paid all required fees, and is not in default of any other obligations under the Act or related regulations.

The decision to revoke the cease trade order was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and in accordance with National Policy 12-202 Revocation of Certain Cease Trade Orders. The revocation is contingent on the company not being involved in any reverse takeovers or similar transactions, having no undisclosed material changes in its business, and agreeing to hold an annual general meeting within three months of the revocation. The company must also issue a news release and file a material change report upon revocation.

The revocation order was issued on January 19, 2023, by the Manager of Corporate Finance at the OSC, indicating that lifting the cease trade order would not be prejudicial to the public interest.

The Ontario Securities Commission has decided to grant SLGI Asset Management Inc., the investment fund manager of the Sun Life Sustainable Canadian Fixed Income Fund, an exemption from the requirement set out in subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This subsection generally prohibits an issuer from filing a final prospectus more than 90 days after the receipt of the preliminary prospectus.

The decision was made based on an application dated January 13, 2023, and the information and representations contained therein. The exemption is conditional upon the final prospectus being filed no later than May 23, 2023. The legislative provision that underpins this outcome is section 6.1 of NI 81-101, which allows for exemptive relief applications in multiple jurisdictions. The decision will be formalized by the issuance of a receipt for the Fund’s prospectus by the specified deadline.

The Ontario Securities Commission (OSC) granted Pharmasave Drugs (East) Ltd. (Pharmasave) an exemption from the prospectus requirements under section 53 of the Securities Act (Ontario), pursuant to subsection 74(1) of the same Act. This exemption allows Pharmasave to issue and transfer shares without a prospectus to its franchisees under certain conditions.

Pharmasave is a member-owned organization operating as a franchisee of Pharmasave Drugs (National) Ltd., and it is not a reporting issuer nor does it intend to become one. Its shares are not publicly traded and are restricted to franchisees.

The exemption was sought in connection with Pharmasave’s intention to amend its Articles to create a new class of non-voting, fully-participating common shares (Class B Common Shares) alongside the existing voting common shares (Class A Common Shares). This amendment addresses issues arising from the consolidation of regions and the need for a capital structure that accommodates franchisees owning more than five franchises.

The OSC’s decision is based on representations by Pharmasave, including that its shares are not listed on any exchange, there is no active trading market for its shares, and the shares are subject to restrictions on issuance, ownership, and transfer. Pharmasave has over 50 shareholders and cannot benefit from the private issuer exemption. The trades in question will not always be made to accredited investors, and other exemptions are not applicable.

The exemption is contingent on Pharmasave meeting several conditions, including providing franchisees with relevant corporate documents, financial statements, and a statement regarding the loss of certain protections and rights under the Act. Share certificates must bear a legend describing transfer restrictions, and any amendments to relevant documents must receive notice and consent from the Director of the OSC.

The OSC concluded that the exemption would not be prejudicial to the public interest and would support a fair and efficient capital structure for Pharmasave. Consequently, the OSC also revoked the previous ruling from April 24, 1998, replacing it with the current decision.

The Ontario Securities Commission granted True Exposure Investments, Inc. (the Filer), on behalf of the Trux Exogenous Risk Pool (the Pool), a 45-day extension for the renewal of their simplified prospectus and fund facts documents. This extension moves the lapse date to February 28, 2023, allowing the incorporation of audited annual financial statements into the renewal prospectus documents, avoiding the costs associated with reviewing unaudited interim financial statements.

The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by the fact that there have been no material changes in the Pool’s affairs since the last filing, except for those already disclosed. The Pool’s financial year-end is December 31, and the audited annual financial statements are expected to be ready in the first week of February 2023. The extension will not compromise the accuracy of the Pool’s information and is not considered prejudicial to the public interest.

The Filer is registered as an investment fund manager in Ontario, Quebec, and Newfoundland and Labrador, and the Pool is a reporting issuer in all Canadian jurisdictions. The extension was granted without conditions and is consistent with the public interest and regulatory requirements.

The Ontario Securities Commission granted an exemption to TD Asset Management Inc. (TDAM) and its affiliates, allowing their managed mutual funds (Top Funds) to invest in certain related underlying investment funds (Existing and Future Underlying Pooled Funds) that are not subject to National Instrument 81-102 (NI 81-102) and are not reporting issuers. This decision is based on the condition that these investments are compatible with the Top Funds’ objectives and strategies, and comply with the illiquid asset restrictions of NI 81-102.

The Existing Underlying Pooled Funds, namely TD Emerald Private Debt Pooled Fund Trust and TD Greystone Mortgage Fund, primarily invest in private debt securities and Canadian commercial real estate mortgages, respectively, which are generally illiquid. The Future Underlying Pooled Funds will be similar in nature. These funds are not reporting issuers and their units are sold under prospectus exemptions.

The exemption is subject to several conditions, including that the Top Funds are treated as arm’s-length investors, the investments are made at terms as favorable as for other third-party investors, and that at least 20% or 50% of the units of the Underlying Pooled Funds are held by unitholders not affiliated with the Filer, depending on the valuation method of the fund. Additionally, the investments must be disclosed to investors, no duplicate fees will be charged, and the Independent Review Committee (IRC) must review and approve the investments.

The decision is made under sections 2.5(2)(a) and (c) of NI 81-102 and section 19.1, with the understanding that the Top Funds may rely on section 2.5(7) of NI 81-102 regarding investment fund conflict of interest restrictions. The exemption aims to provide Top Funds with cost-effective exposure to private investments through a diversified portfolio.

The Securities Commission has granted an application by Penderfund Capital Management Ltd. (the Filer), on behalf of Pender Emerging Markets Impact Fund (the Fund), for the Fund to cease being a reporting issuer in Canada. This decision is based on the following key points:

1. The Fund is not a reporting issuer for over-the-counter markets in the U.S.
2. The Fund’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. The Fund’s securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The Filer has requested the Fund to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status.
5. The Fund is not in violation of any securities legislation in any jurisdiction.

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The outcome is that the Fund is no longer a reporting issuer and is thereby relieved from the associated reporting obligations.

The Securities Commission has granted TAAL Distributed Information Technologies Inc. (the Filer) an order to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on the following key points:

1. The Filer is not an OTC reporting issuer, meaning it is not subject to certain U.S. market regulations.
2. The Filer’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. The Filer’s securities are not traded on any public marketplace in Canada or elsewhere.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. The Filer is not in violation of any securities legislation in any jurisdiction.

The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria to cease being a reporting issuer and has therefore granted the requested order.

The Ontario Securities Commission (OSC) has granted an application by Ceres Acquisition Corp. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on several key factors:

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

The OSC’s decision is supported by the criteria outlined in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The OSC, acting as the principal regulator, has determined that Ceres Acquisition Corp. meets the legislative requirements to cease being a reporting issuer, and therefore, the order has been granted.

The Ontario Securities Commission granted an exemption to Hamilton Canadian Financials Yield Maximizer ETF (HMAX) from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This restriction normally prevents a mutual fund from investing more than 10% of its net asset value (NAV) in securities of any one issuer.

HMAX aims to provide monthly income and exposure to a market cap-weighted portfolio of the top ten Canadian financial services companies, which will be rebalanced semi-annually. The ETF’s strategy includes investing proportionally in these companies based on market capitalization, which could result in investments exceeding the 10% concentration limit.

The exemption was granted under the conditions that the ETF’s investments align with its stated objectives and strategies, and that the prospectus discloses the potential for investments over the 10% threshold, the semi-annual rebalancing process, the exemption granted, and the associated concentration risks.

This decision was made under the securities legislation of Ontario and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 – Passport System. The ETF’s investment strategy and associated risks will be detailed in its prospectus, ensuring transparency for investors.

The Securities Commission has granted an exemption to Enbridge Gas Inc., Enbridge Pipelines Inc., and Westcoast Energy Inc. (collectively referred to as the Filers) from the requirement to prepare their financial statements in accordance with Canadian GAAP applicable to publicly accountable enterprises. Instead, the Filers are permitted to use U.S. GAAP for their financial statements.

This decision is based on the fact that the Filers are indirect wholly-owned subsidiaries of Enbridge Inc., which is an SEC issuer and prepares its financial statements in accordance with U.S. GAAP. The Filers have rate-regulated activities and their financial statements are consolidated into those of Enbridge Inc. Although the Filers are not SEC issuers themselves, they would be allowed to use U.S. GAAP if they were.

The exemption is similar to previous relief granted in 2018 but was set to expire on January 1, 2024, or upon the introduction of a new IFRS standard specific to rate-regulated entities. Since the International Accounting Standards Board (IASB) has not yet finalized such a standard, the Filers have been granted additional time to prepare for the transition to IFRS.

The exemption will remain in effect until the earliest of January 1, 2027, the date the Filers cease to have rate-regulated activities, or two years after the IASB publishes a final version of a Mandatory Rate-regulated Standard, should it come into effect.

The decision was made under the authority of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, section 5.1, and is in line with the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Alberta Securities Commission is the principal regulator, and the decision also applies to Ontario and other Passport Jurisdictions.

The Ontario Securities Commission (OSC) has varied a cease trade order (CTO) originally issued against High North Resources Ltd. on February 5, 2016, which prohibited trading of the company’s securities. The variation allows beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada under certain conditions.

The decision was made following an application to the OSC under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended. The Director of the OSC agreed to the variation due to three main reasons:

1. The original CTO disadvantaged Ontario resident shareholders compared to others who could trade on foreign markets.
2. A harmonization of policy by the Canadian Securities Administrators on June 23, 2016, under National Policy 11-207, introduced standard language allowing for sales of securities under a CTO in foreign markets if conditions are met.
3. The variation was not considered prejudicial to the public interest.

The variation permits the sale of securities acquired before February 5, 2016, through a foreign organized regulated market, and the sale must be conducted through an investment dealer registered in Canada in accordance with applicable securities legislation. This order was dated January 4, 2023.

The Securities Commission granted an order for R.R. Donnelley & Sons Company (the Issuer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and was also applicable in British Columbia, Alberta, Saskatchewan, and Quebec through Multilateral Instrument 11-102 Passport System.

The Issuer, a Delaware corporation, had seven series of debt securities outstanding, totaling approximately US$483.6 million. Although one series did not meet the 2% de minimis threshold for Canadian beneficial ownership individually, the threshold was met on an aggregate basis across all series. The Issuer was not obligated to maintain reporting issuer status under any indentures governing the debt securities.

The Issuer’s securities were not traded in Canada, and it had relied on exemptions from Canadian continuous disclosure requirements for SEC foreign issuers. Following its acquisition by Chatham Asset Management LLC affiliates, the Issuer’s shares ceased trading on the New York Stock Exchange, and it suspended its duty to file continuous disclosure reports in the U.S. The Issuer was not required to maintain reporting issuer status in any jurisdiction and was in compliance with information reporting covenants under the indentures governing the debt securities.

The Issuer was in default of its obligation to file certain interim financial statements and associated management’s discussion and analysis in Canadian jurisdictions due to the timing of the acquisition and suspension of U.S. reporting duties. It was ineligible for simplified or modified procedures for ceasing to be a reporting issuer due to the number of securityholders and the ownership percentage of the 2027 Notes by Canadian residents.

The Issuer had not indicated a market for its securities in Canada in the 12 months prior to the application and had no intention of seeking public financing in Canada. It provided advance notice to Canadian-resident securityholders of its intention to cease being a reporting issuer.

The principal regulator concluded that the order to cease being a reporting issuer was justified under the applicable legislative provisions, including the Securities Act (Ontario) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was therefore granted.

The Securities Commission has granted an exemption to a conventional mutual fund managed by AGF Investments Inc., allowing it to file initial offering documents according to the pre-January 6, 2022 requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This decision permits the mutual fund to prepare a simplified prospectus, an annual information form, and a fund facts document based on the previous standards, rather than the updated requirements that came into effect on January 6, 2022.

The rationale for this exemption is to enable the mutual fund to align its offering documents with those of the AGF Platform Funds family, which are currently based on the older requirements. This approach is deemed more efficient and cost-effective, avoiding the administrative burden and resource duplication that would arise from updating the documents to meet the new requirements for a single fund launch.

The exemption is conditional upon the mutual fund being incorporated into the AGF Platform Funds’ main prospectus upon its renewal in June 2023, at which point the offering documents will adhere to the current NI 81-101 requirements. Additionally, the mutual fund must disclose this exemption decision in its annual information form under the section titled “Exemptions and Approvals.”

This decision is supported by the Securities Act (Ontario) and is subject to the conditions outlined by the Ontario Securities Commission, which is the principal regulator for this application. The exemption is granted with the understanding that it will facilitate a smoother integration of the mutual fund into the AGF Platform Funds family and ultimately comply with the updated regulatory requirements by June 2023.

The Securities Commission granted an exemption to a limited partnership (the issuer) from the requirement to hold a unitholder meeting and send an information circular for a proposed related party transaction. The transaction involved selling an asset to a consortium, which included an affiliated entity, thus triggering formal valuation and minority approval requirements under Multilateral Instrument 61-101 (MI 61-101).

The issuer received written consent from unitholders holding a majority of units eligible for determining minority approval, indicating they would consent to the transaction. A disclosure document meeting the requirements of MI 61-101 section 5.3 was provided to these unitholders. Additionally, a formal valuation and fairness opinion were prepared in accordance with MI 61-101, summarized in the disclosure document, and filed on SEDAR.

The exemption was granted subject to conditions, including that no consents be obtained until at least 14 days after providing the disclosure document to unitholders, and the transaction not close until these unitholders have had 14 days to review the disclosure document and the required time has passed since filing the valuation and opinion on SEDAR. The issuer must also ensure no payment or inducement is given to unitholders for their consent and that any unitholder can request and receive the disclosure documents free of charge.

The decision was based on the issuer’s compliance with relevant provisions of MI 61-101, including sections 5.3, 5.6, 8.1, and 9.1(2), as well as Companion Policy 61-101CP. The exemption allows the issuer to proceed with the transaction without a unitholder meeting, provided the outlined conditions are met.

The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against Net Zero Renewable Energy Inc. This decision was based on an application by Generation PMCA Corp. and Generation IACP Inc., who sought to sell Net Zero shares to establish a tax loss. The shares in question were acquired before the CTO was issued due to Net Zero’s failure to file required continuous disclosure materials.

The decision, under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, allows the sale of the shares at a nominal value to a sophisticated purchaser who is an accredited investor, understands the shares’ lack of market value, and is aware of the CTO’s nature. The OSC was satisfied that the partial revocation would not be prejudicial to the public interest, as there was no undisclosed material information and the transaction would occur solely for tax loss purposes.

The partial revocation is subject to conditions, including the provision of the CTO and the order to the purchaser before the sale, and obtaining a signed acknowledgement from the purchaser regarding the CTO’s continuation and the lack of guarantee for a full revocation in the future. The applicants must also make the acknowledgement available to the OSC upon request. The decision was made on December 22, 2022.

The Alberta Securities Commission (ASC) has issued a decision revoking the failure-to-file cease trade order (FFCTO) against Zargon Oil & Gas Ltd. The FFCTO was initially imposed due to Zargon’s failure to file certain required financial documents. The revocation follows Zargon’s reorganization, which included settling creditor claims and restructuring its share capital, resulting in Blue Sky Resources Ltd. becoming the sole shareholder.

Key points of the decision include:

– Zargon’s inability to file required documents was due to financial and human resource constraints during its reorganization.
– The reorganization was approved by creditors and the Court of Queen’s Bench of Alberta, with equity holders not receiving any consideration.
– Post-reorganization, Zargon has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
– The revocation of the FFCTO is based on the fact that Zargon is now wholly owned by Blue Sky, has no public shareholders, and maintaining a public disclosure record is unnecessary and impractical.
– Zargon is expected to cease being a reporting issuer in all Canadian provinces concurrently with the revocation order.

The decision is underpinned by securities legislation, specifically the Securities Act (R.S.A. 2000, c. S-4, s. 153) and National Policy 11-207, which outlines the process for revoking FFCTOs in multiple jurisdictions. The ASC determined that revoking the FFCTO meets the legislative requirements, as Zargon no longer has public investors and the cost and effort to restore its continuous disclosure record are unjustified.

The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows in connection with future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption is provided under paragraph 74(1)2 of the Securities Act (Ontario) and is based on the condition that these activities comply with the approval, content, use, and other conditions and requirements of Part 9A of National Instrument 44-102 Shelf Distributions, as applicable. The decision was made because National Instrument 71-101 The Multijurisdictional Disclosure System does not contain provisions equivalent to Part 9A of NI 44-102. The granted exemption is contingent upon the adherence to the same conditions that would apply if the MJDS shelf prospectus were a final base shelf prospectus under NI 44-102.

The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against Sprout AI Inc. due to the company’s failure to file certain required continuous disclosure materials. The CTO was initially put in place by both the British Columbia Securities Commission (as the Principal Regulator) and the Ontario Securities Commission on April 5, 2022.

Sprout AI Inc. applied for the revocation of the CTO under National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The company has since remedied the defaults by updating its continuous disclosure filings.

The decision to revoke the CTO was made in accordance with the criteria set out in the applicable securities legislation, specifically under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The revocation reflects the decision of both the British Columbia and Ontario Securities Commissions, with Ontario opting into the revocation order issued by British Columbia.

The revocation order was finalized on December 22, 2022, by Allan Lim, CPA, CA, Manager of Corporate Disclosure in Corporate Finance.

The Securities Commission has granted an application by Zenabis Ltd. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator and Ontario’s securities regulatory authority concurring with the decision.

The outcome was based on several key representations by Zenabis Ltd.:

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

The decision was made in accordance with the relevant legislative provisions, specifically section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), and the test set out in the legislation was met. Consequently, the order sought by Zenabis Ltd. was granted, and the company is no longer a reporting issuer.

The Securities Commission has granted an exemption to Picton Mahoney Asset Management, allowing for an extension of the lapse date for the prospectus of certain funds they manage. This decision is based on the intention to consolidate the prospectus of these funds with others under common management to streamline costs and facilitate investor comparison.

The key points are as follows:

– The funds in question are currently distributed under a prospectus dated January 24, 2022, with a lapse date of January 24, 2023.
– The funds are to be combined with other funds managed by Picton Mahoney Asset Management, which have a prospectus lapse date of April 20, 2023.
– The extension will align the renewal process for all funds involved, reducing costs and simplifying disclosure.
– There have been no material changes in the affairs of the funds since the current prospectus, ensuring the information remains accurate.
– The extension is not expected to be prejudicial to the public interest.

The decision is supported by subsection 62(5) of the Securities Act, which allows for such an extension, and is made under the framework of National Policy 11-203 for Exemptive Relief Applications in Multiple Jurisdictions. The outcome is that the funds’ prospectus renewal deadline is extended to match the April 20, 2023, lapse date of the other funds under common management.

The Securities Commission granted an investment dealer (the Filer) exemptive relief from the prospectus requirement for the distribution of contracts for difference (CFDs), over-the-counter (OTC) foreign exchange (FX) contracts, and other similar OTC contracts to investors in certain Canadian jurisdictions. The Filer is registered as an investment dealer and a member of the Investment Industry Regulatory Organization of Canada (IIROC) and is also registered as a derivatives dealer under the Quebec Derivatives Act (QDA) in Quebec.

The relief allows the Filer to distribute OTC Contracts using a clear and plain language risk disclosure document instead of a prospectus. This document contains risk disclosure substantially similar to that required for recognized options under OSC Rule 91-502 and the regime for OTC derivatives contemplated by the unadopted OSC Rule 91-504, as well as the Quebec Derivatives Act.

The relief is consistent with OSC Staff Notice 91-702, which provides guidance on the offering of CFDs and FX contracts to investors in Ontario. The relief is subject to terms and conditions, including a four-year sunset clause, and is contingent upon the Filer’s registration as an investment dealer, membership in IIROC, and compliance with IIROC Rules and Acceptable Practices.

The decision is underpinned by various legislative provisions and rules, including the Securities Act (Ontario), OSC Rule 91-502, OSC Rule 91-503, and the proposed but not adopted OSC Rule 91-504. The Filer’s previous exemptive relief, which was set to expire, has been extended for up to four years with similar terms and conditions. The Filer will not offer OTC Contracts to retail investors in Alberta due to public interest concerns expressed by the Alberta Securities Commission.

The Securities Commission has granted a 90-day extension to non-reporting issuer mutual funds, collectively referred to as Top Funds, managed by Majestic Asset Management LLC, for the filing and delivery of their annual financial statements. This decision is based on the fact that Top Funds invest primarily in Underlying Funds, which have varying financial reporting deadlines that may extend beyond the standard 90-day period stipulated by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

The extension is conditional upon at least 25% of the Top Funds’ assets being invested in Underlying Funds that have a December 31 financial year-end and are required by their jurisdiction’s laws to deliver their financial statements within 120 days of their year-end. The Top Funds must also disclose in their offering memorandum that their annual audited financial statements will be filed and delivered within 180 days of the financial year-end, subject to regulatory approval, and notify unitholders of their reliance on the granted relief.

The relief is granted under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The decision is made in accordance with sections 2.2, 5.1(2), and 17.1 of NI 81-106 and is subject to specific conditions that ensure the Top Funds’ compliance with the extended deadlines. The relief will expire one year after any amendments to NI 81-106 or other rules that affect the annual filing and delivery requirements for mutual funds.

The Securities Commission has granted an order for Just Energy Group Inc. (the Filer) to cease being a reporting issuer, effective immediately before the Transaction’s Effective Date, which is anticipated to be December 16, 2022. This decision is contingent on the Transaction being completed by January 31, 2023.

Key Facts:
– The Filer is currently a reporting issuer in all Canadian provinces and territories.
– The Filer’s securities include common shares, options, deferred share units (DSUs), and subordinated notes.
– The Filer has undergone a Companies’ Creditors Arrangement Act (CCAA) restructuring, with a court-approved reverse vesting order.
– The Filer’s Transaction involves the cancellation of existing securities and the issuance of new securities, with no recoveries for unsecured creditors.
– The Filer will become a wholly-owned subsidiary of Just Energy (U.S.) Corp. (JEUS) post-Transaction, with all issued and outstanding shares owned by the Purchaser.
– The Filer intends to file a Form 15 with the SEC to suspend its reporting obligations under the U.S. Securities Exchange Act of 1934.

Reasoning:
– The Filer will not be a reporting issuer immediately before the Effective Date, thus JEUS and the residual company will not become reporting issuers by operation of law.
– The Filer has no plans for public offerings or distributing securities in Canada.
– The Filer will issue a news release to announce the cessation of its status as a reporting issuer.

Outcome:
– The Filer’s request to cease being a reporting issuer is approved, subject to the completion of the Transaction by the specified date.

Relevant Laws/Regulations:
– Companies’ Creditors Arrangement Act (Canada)
– National Policy 11-206 Process for Cease to be a Reporting Issuer Applications
– Multilateral Instrument 11-102 Passport System
– National Instrument 14-101 Definitions
– Securities Exchange Act of 1934 (U.S.)

The Securities Commission has granted an extension to the lapse date of the prospectus for the Desjardins Societerra American Equity ETF, managed by Desjardins Global Asset Management Inc. The extension aligns the lapse date with that of 11 other funds under the same management, moving it to March 15, 2023. This decision is based on the rationale that consolidating the prospectuses will reduce costs, streamline disclosure, and facilitate investor comparison. The extension is deemed reasonable as there have been no material changes in the fund’s affairs since the original prospectus, ensuring that the information remains current and accurate. The extension will not disadvantage investors or the public interest. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted an exemption to a series of exchange-traded mutual funds (ETFs) from the concentration restriction in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETFs to invest more than the normally permitted amount in a single U.S. public issuer, in line with their fundamental investment objective of long-term capital appreciation by purchasing and holding equity securities of that issuer, which are listed on the NASDAQ or New York Stock Exchange. For alternative mutual funds, this includes the use of leverage through cash borrowing up to 25% of the ETF’s unlevered net asset value.

The decision is based on the ETFs’ commitment to transparency, passive investment strategy, and full disclosure to investors. The ETFs will not invest in securities other than those of the specified U.S. public issuer, which will be among the largest and most liquid in the U.S., mitigating associated risks. The ETFs will provide investors with access to these securities, which might otherwise be unattainable due to high market prices per share.

The exemption is subject to conditions, including that the ETFs meet the definition of a fixed portfolio investment fund (except for being in continuous distribution), the purchase of securities aligns with the ETFs’ investment objectives, the U.S. public issuer meets certain requirements regarding size and liquidity, and the ETFs do not become insiders of the issuer. Additionally, the ETFs’ prospectus must contain specific disclosures, and the ETFs must not be used as a financing vehicle for the U.S. public issuer.

The decision was made by the Ontario Securities Commission, acting as the principal regulator under the Process for Exemptive Relief Applications in Multiple Jurisdictions, and is applicable across Canadian jurisdictions.

The Securities Commission granted exemptive relief to Waypoint Investment Partners Inc. (the Filer) and the Top Funds from certain conflict of interest investment restrictions and reporting requirements under the Securities Act (Ontario) and National Instrument 31-103. This relief allows public and private investment funds managed by the Filer to invest in related underlying investments that are not reporting issuers, subject to conditions.

Key points include:

1. Public Top Funds are permitted to invest in related Underlying Pooled Funds not subject to NI 81-102 and not reporting issuers.
2. Top Funds can invest in Underlying Private Issuers where the Filer or its associates have a significant interest, without being considered substantial security holders.
3. The Filer is exempt from the requirement to obtain client consent before investing in securities where a responsible person or associate is a partner, officer, or director.
4. The Filer is relieved from the obligation to file a report for every transaction involving related persons or companies.
5. The Filer can continue investing in a special purpose vehicle (SPV) by way of loans, despite the SPV becoming an associate of the Filer’s portfolio advisor due to an acquisition.

Conditions for the relief include:

– Investments must align with the Top Funds’ investment objectives and strategies.
– No management, sales, or redemption fees that duplicate fees paid by the Underlying Investments.
– The Filer will not vote the securities held by the Top Funds in the Underlying Investments, except as directed by the beneficial owners.
– Disclosure of potential conflicts of interest and the relationship between the Top Funds and the Underlying Investments in offering documents.
– Independent Review Committee (IRC) approval for transactions involving the Underlying Investments.
– Investments in Underlying Investments must be at an objective price, typically the NAV.
– Public Top Funds must disclose investments in Underlying Investments in their quarterly portfolio holding reports, financial statements, and fund facts documents.

The decision is based on the belief that these investments will provide efficient and cost-effective portfolio diversification and access to non-traditional asset classes. The relief is granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, National Instrument 31-103, and National Instrument 81-102, subject to the conditions outlined to ensure investor protection and transparency.

The Securities Commission has granted an exemption from the prospectus requirements for a U.S.-based company to distribute shares of its U.S. subsidiary to Canadian investors as a dividend in specie. This decision allows the company to spin off shares of its healthcare subsidiary to its Canadian shareholders on a pro rata basis without issuing a prospectus, as the distribution does not fall under existing legislative exemptions. The company is publicly traded in the U.S. but is not a reporting issuer in Canada and has a minimal presence in the country. Canadian shareholders are not required to make an investment decision to receive the subsidiary’s shares.

The exemption is based on the Securities Act, R.S.O. 1990, c. S.5, specifically sections 53 and 74(1). The decision was influenced by the company’s limited number of Canadian shareholders and the small percentage of shares they hold, the lack of an active trading market for the subsidiary’s shares in Canada, and the fact that the distribution will occur automatically without any action required from the shareholders.

The outcome is that the company can proceed with the spin-off without adhering to the prospectus requirements, but any first trade of the subsidiary’s shares acquired through the spin-off will be considered a distribution subject to section 2.6 of National Instrument 45-102 Resale of Securities.

The Ontario Securities Commission granted an exemption to Dye & Durham Limited from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which mandates that an issuer must take up all securities validly deposited and not withdrawn under an issuer bid before extending the bid, provided certain terms and conditions are met. This exemption was sought in connection with the company’s proposed purchase of a portion of its issued and outstanding common shares through an issuer bid that commenced on November 11, 2022.

The exemption was granted on the condition that the shares deposited and not withdrawn are taken up and paid for as outlined in the issuer bid circular, the company is eligible to rely on the Liquid Market Exemption, and a press release announcing the receipt of the exemption is issued within one business day following receipt of the exemption.

The decision was based on representations by Dye & Durham Limited, including the company’s belief that the share purchase would provide value to shareholders and be in the best interests of the company. The bid involved a modified Dutch auction with a specified price range, and the company intended to fund the purchase with cash on hand. The company also represented that it would not extend the offer if the aggregate purchase price of the shares tendered equaled or exceeded the maximum purchase amount.

The exemption allows the company to extend the offer without first taking up all tendered shares, enabling it to determine the final purchase price after considering all shares tendered during the extension period. The decision was made under the authority of the securities legislation of Ontario and the Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an order for AVCORP Industries Inc. (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the application submitted by the Filer and is supported by several key facts:

– The Filer is incorporated under the Canada Business Corporations Act with its headquarters in British Columbia.
– It is a reporting issuer across all Canadian jurisdictions.
– The Filer’s share capital consists of an unlimited number of common shares.
– An arrangement agreement was made between Old Avcorp and Latecoere S.A., leading to Latecoere S.A.’s acquisition of all issued and outstanding common shares of Old Avcorp, with a subsequent amalgamation forming the current Filer.
– Latecoere S.A. is now the sole shareholder and securityholder of the Filer.
– The Filer’s shares have been delisted from the Toronto Stock Exchange.
– The Filer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
– No securities are traded on any public marketplace.
– The Filer has no plans for public securities offerings and is not in default of securities legislation, except for the failure to file certain interim financial documents.
– The Filer was ineligible for the simplified cessation procedure due to this default but would have qualified otherwise.

The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the legislation for such an order to be made. The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. Relevant instruments include National Policy 11-206, Multilateral Instrument 11-102, National Instrument 14-101, National Instrument 51-102, National Instrument 52-109, and National Instrument 21-101.

The Securities Commission issued a decision regarding Clearford Water Systems Inc., which involved a corporate reorganization effective on October 7, 2022. The decision, published on October 20, 2022, in the 45th volume of the OSC Bulletin, corrects an earlier reference to the effective date of the reorganization. The outcome of the decision confirms the correct effective date as October 7, 2022. The decision is grounded in the relevant securities laws and regulations that govern corporate reorganizations and the disclosure requirements associated with such events.

The Securities Commission has granted an application for Constantine Metal Resources Ltd. to cease being a reporting issuer. This decision is based on several key findings:

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

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The company’s application complied with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and the order was granted as it met the necessary legislative criteria.

The Securities Commission granted an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraphs 15.3(4)(c) and (f), to allow funds to reference performance ratings and awards from Fundata and Lipper in their sales communications. This exemption is subject to conditions and is based on the understanding that these ratings and awards provide valuable, objective insights to investors.

The key reasons for the exemption include the inability of the current ratings to meet the matching requirement of NI 81-102, which necessitates performance ratings for each standard performance data period, and the timing restrictions for the publication of ratings in sales communications. The FundGrade A+ Awards and Lipper Awards are based on proprietary methodologies that do not align with the standard periods defined in NI 81-102, and the results are published on a schedule that does not fit within the 45-day and three-month limits for advertisements and other sales communications, respectively.

The exemption allows the use of these ratings and awards in sales communications with the following conditions:

1. Compliance with Part 15 of NI 81-102, except as specified in the exemption.
2. Inclusion of specific disclosures in sales communications, such as the award category, number of funds in the category, ranking entity name, period and ending date of the rating, and a statement that ratings are subject to change monthly.
3. A brief overview of the FundGrade A+ Award or Lipper Award, and the meaning of the ratings.
4. Reference to the rating entity’s website for more details on the methodology.
5. The awards referenced must not be older than 365 days from the date of the sales communication.
6. The ratings and awards must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made by the Ontario Securities Commission, acting as the principal regulator under the Process for Exemptive Relief Applications in Multiple Jurisdictions, and is applicable across Canadian jurisdictions.

The Ontario Securities Commission has granted Waypoint Investment Partners Inc. an extension of the prospectus lapse date for the Waypoint Alternative Yield Fund. The extension is for 181 days, allowing the fund’s prospectus, originally set to lapse on January 31, 2023, to be consolidated with the prospectus of the Waypoint All Weather Alternative Fund, which has a lapse date of August 22, 2023. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, specifically subsection 62(5).

The rationale for the extension includes cost reduction in renewal and printing, operational and administrative streamlining, and the facilitation of investor comparison of fund features. The Commission determined that there have been no material changes in the fund’s affairs since the current prospectus was issued, and any future material changes will be disclosed as required by law. The exemption is not expected to prejudice the public interest as the current prospectus and fund facts documents continue to provide accurate information.

The decision was made under the framework of National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator and the exemption intended to be relied upon in multiple Canadian provinces.

The Securities Commission granted Advantage Energy Ltd. an exemption from Section 2.32(4) of National Instrument 62-104 Take-over Bids and Issuer Bids, which requires an issuer to take up all securities deposited and not withdrawn under an issuer bid before extending the offer. This exemption was sought in connection with Advantage Energy Ltd.’s proposed purchase of a portion of its outstanding common shares through a modified Dutch auction, with a maximum aggregate purchase price of $100,000,000.

The exemption allows the company to extend the offer without first taking up all shares if the aggregate purchase price for validly tendered shares is less than $100,000,000, provided that the company takes up and pays for the shares in the manner described in the issuer bid circular. The exemption is contingent upon the company’s eligibility to rely on the Liquid Market Exemption under Multilateral Instrument 61-101 and the issuance of a press release announcing the receipt of the exemption no later than one business day following its receipt.

The decision is based on representations by Advantage Energy Ltd., including the structure of the offer, the auction procedures, the determination of the purchase price, and the conditions for share tenders and withdrawals. The exemption was granted under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator and the decision evidencing the decision of the securities regulatory authority in Ontario.

The Securities Commission has granted an extension to the lapse dates for the prospectuses of various ETFs managed by Horizons ETFs Management (Canada) Inc. The extensions are 76 days for the Active ETFs prospectus, 83 days for the Index ETFs prospectus, and 35 days for the Thematics Plus ETFs prospectus. This decision allows the incorporation of audited annual financial information into the ETFs’ renewal prospectus, avoiding the costs of reviewing unaudited interim financial statements. Additionally, it enables the consolidation of ETFs offered under separate prospectuses into a single document, which is expected to streamline investor comparisons and reduce costs.

The extensions are justified by the need to include audited financial statements for the Active ETFs, whose fiscal year-end is December 31, and to align the renewal of the Thematics Plus ETFs prospectus with the availability of quarterly portfolio disclosure. The Commission determined that the extensions will not compromise the currentness or accuracy of the information in the prospectuses and are not against the public interest.

The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by the fact that there have been no material changes in the affairs of the ETFs since the date of their respective prospectuses, other than those for which amendments have been filed. The relief is granted without conditions under the applicable legislative provisions, including National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and National Instrument 41-101 General Prospectus Requirements.

The Securities Commission has granted an application by VentureLink Innovation Fund Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and was influenced by the company’s representations that it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The Ontario Securities Commission acted as the principal regulator and applied the test set out in the relevant legislation to conclude that the company met the criteria for ceasing to be a reporting issuer.

The Securities Commission has granted an application by an issuer, Blockchain Foundry Inc., to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications.

The key considerations for the decision were:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the issuer met the legislative requirements to cease being a reporting issuer and approved the application.

The Ontario Securities Commission (OSC) granted VM Hotel Acquisition Inc. (the Filer) exemptions from certain requirements related to restricted securities under multiple securities regulations. These exemptions pertain to the Filer’s common shares and proportionate voting shares (PV Shares) in connection with prospectus filings, continuous disclosure documents, and other regulatory documents.

Key facts include:

– The Filer is a special purpose acquisition corporation (SPAC) that plans to acquire The Pyure Company Inc. through a qualifying acquisition.
– The Filer’s capital includes class A restricted voting shares, class B shares, common shares, and PV Shares.
– Upon completion of the qualifying acquisition, the PV Shares will have multiple votes per share, which technically makes the common shares “restricted securities” under existing regulations.

The exemptions were granted based on the following conditions:

– The PV Shares will be the only class with multiple votes per share.
– The Filer will not have any other restricted securities or shares issued other than the common shares.
– The Filer’s disclosure documents will include information consistent with the representations made.

The relevant laws and regulations underpinning the outcome include:

– National Instrument 41-101 General Prospectus Requirements (NI 41-101)
– National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101)
– National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102)
– OSC Rule 56-501 Restricted Shares

The decision allows the Filer to refer to its common shares as such in prospectuses and other documents without the need to comply with certain restricted security disclosure requirements, provided that the conditions outlined are met.

The Securities Commission granted exemptive relief to an issuer from the prospectus requirement for the distribution of its common shares to employees, directors, executive officers, consultants, and associates of a partnership or a related entity of the partnership. The issuer’s sole business is to hold an interest in the partnership. The relief was granted under certain conditions, based on the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53(1) and 74(1).

The issuer, TSAG ESOP Inc., is part of a group operating a Canadian engineering firm through local partnerships. The group’s business in Calgary is conducted through Smith + Andersen (Calgary) Ltd., which employs about 50 people. To align the interests of employees with the group, TSAG implemented an Employee Share Ownership Plan (ESOP) allowing eligible employees to acquire shares in TSAG ESOP Inc., which in turn holds a partnership interest in TSAG.

TSAG ESOP Inc. is not a reporting issuer, does not intend to become one, and its securities are not traded on any marketplace. The exemptive relief was granted with the condition that Calgary employees are not induced to purchase shares by expectation of employment, the issuer complies with certain information delivery requirements, and the issuer’s sole business remains holding an interest in TSAG. Additionally, any subsequent trade of the issuer’s common shares must be a distribution unless it is to an eligible participant, and eligible Calgary employees must receive a copy of the decision before the issuance or trade of common shares.

The decision ensures that the distribution of shares to employees in Calgary is conducted without the need for a prospectus, under the condition that the issuer adheres to the specified operational and informational requirements.

The Securities Commission has granted an application for a company to cease being a reporting issuer under the applicable securities legislation. The decision was based on the company meeting several criteria: it was not an OTC reporting issuer, its securities were owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any marketplace or facility where trading data is publicly reported, and the company was not in default of any securities legislation. The order was made in accordance with Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator, and the decision also applied to Ontario and was intended to be relied upon in several other Canadian provinces.

The Securities Commission has granted an application for a fund (the Fund) to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on the Fund meeting specific criteria outlined in the securities legislation.

Key Facts:
– The Fund is not an OTC reporting issuer.
– The Fund’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
– The Fund’s securities are not traded on any public marketplace in Canada or elsewhere.
– The Fund is not in default of any securities legislation.

Reasoning:
– The Fund has satisfied the conditions for ceasing to be a reporting issuer as per the relevant securities legislation.

Outcome:
– The Order Sought by the Fund has been granted, allowing it to cease being a reporting issuer.

Relevant Laws/Regulations:
– The decision is underpinned by the Securities Act (R.S.O. 1990, c. S.5, as amended), specifically section 1(10)(a)(ii), and is in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
– The application process also referenced Multilateral Instrument 11-102 Passport System and National Instrument 14-101 Definitions.

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

The decision was based on representations by the issuer that it was not an OTC reporting issuer, had fewer than 15 security holders in Ontario and fewer than 51 worldwide, had no securities traded on any public marketplace, was not in default of any securities legislation, and sought to cease being a reporting issuer in all jurisdictions in Canada.

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

The Securities Commission has granted an exemption to extend the prospectus lapse date for a group of mutual funds managed by Guardian Capital LP. This decision, under subsection 62(5) of the Securities Act, allows the lapse date of the funds’ prospectus, originally set for January 6, 2023, to be extended by 98 days to April 14, 2023. The extension is to accommodate the incorporation of audited annual financial statements into the renewal prospectus documents, avoiding the costs associated with reviewing unaudited interim financial statements.

The funds, established as trusts under Ontario law, are reporting issuers in Canada and managed by the Filer, which is registered as a portfolio manager and exempt market dealer across Canada, among other registrations. The Filer is not in default of any securities legislation.

The fiscal year-end for the funds is December 31, and their annual financial statements are required within 90 days post year-end. The extension will allow the funds’ auditor to complete the audit and for the Filer to prepare and file the final prospectus with the auditor’s consent as required by National Instrument 81-101.

The Commission determined that the exemption would not compromise the accuracy of the funds’ information and is not prejudicial to the public interest. The decision is based on the understanding that there have been no material changes in the funds’ affairs since the date of the Prospectus, and any material changes would result in an amendment to the Prospectus and fund facts documents as required by law. New investors will receive the most recently filed fund facts documents, and the Prospectus will remain available upon request.

The Securities Commission has granted an exemption to extend the lapse dates for the prospectuses of three exchange-traded funds (ETFs) managed by Evolve Funds Group Inc. The decision allows for the consolidation of the prospectuses of these funds with those of other funds under the same management, aiming to streamline disclosure and reduce costs.

Key Facts:
– The ETFs in question are established under Ontario law and trade on the Toronto Stock Exchange.
– The original lapse dates for the prospectuses were January 26, 2023, for BANK; January 5, 2023, for EBNK; and February 17, 2023, for TECE.
– The extension aligns the lapse dates with the April 26, 2023, lapse date of another prospectus for six funds managed by the same investment fund manager, referred to as the April Funds.

Reasoning:
– The consolidation is expected to facilitate investor comparison and distribution of the funds.
– There have been no material changes in the funds’ affairs since the date of their respective prospectuses.
– The exemption will not affect the accuracy of the information in the prospectuses and is not seen as prejudicial to the public interest.

Outcome:
– The lapse dates for the prospectuses of BANK, EBNK, and TECE have been extended by 68 days, 90 days, and 111 days, respectively, with no conditions attached.

Relevant Laws and Regulations:
– The exemption is granted under subsection 62(5) of the Securities Act (Ontario).
– The decision was made in accordance with the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission granted an exemption to VM Hotel Acquisition Corp. (the Filer), a special purpose acquisition corporation (SPAC), from the minority approval and formal valuation requirements typically mandated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This decision was made in the context of the Filer’s proposed qualifying acquisition, which involved a related party transaction.

The Filer, with no operations or revenues until its qualifying acquisition, has Class A restricted voting shares with redemption rights and Class B shares without such rights. The Class A shares, listed on the Toronto Stock Exchange, have their gross proceeds placed in escrow to fund the qualifying acquisition and potential redemptions. Class B shares, held by sponsors and certain third parties, do not access the escrow funds and are not publicly traded.

The exemption was conditional upon the proposed transaction qualifying for the 25% market capitalization exemption, which would apply if the Class A restricted voting shares were considered the Filer’s only outstanding equity securities. The Filer was required to disclose the exemption and its implications in any related documentation provided to shareholders.

This decision was based on the understanding that the Class A shares, unlike the Class B shares, do not carry a residual right to participate in the Filer’s assets upon liquidation or dissolution. The exemption aimed to facilitate the Filer’s qualifying acquisition while recognizing the unique structure and purpose of a SPAC.

The Ontario Securities Commission (OSC) granted an order for Chalice Mining Limited (the Filer) to cease being a reporting issuer in Ontario. The Filer is an Australian public company with its securities traded only on the Australian Securities Exchange (ASX). The decision was based on the fact that Canadian residents own less than 2% of each class of the Filer’s securities and comprise less than 2% of the total number of securityholders worldwide.

The Filer is not in default of any securities legislation in Canada or Australian law, nor does it have any significant connection to Canada apart from a small number of Canadian securityholders and an inactive subsidiary. The Filer has also committed to providing Canadian-resident securityholders with all continuous disclosure documents required under Australian laws, equivalent to what they would receive if the Filer remained a reporting issuer in Canada.

The decision was made in accordance with the Securities Act (Ontario) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Filer met the conditions for ceasing to be a reporting issuer, including providing advance notice to Canadian securityholders and demonstrating that Canadian securityholders will continue to receive adequate information post-order. The OSC concluded that granting the order was appropriate under the legislation.

The Securities Commission granted an exemption to non-reporting issuer mutual funds (Top Funds) managed by TD Asset Management Inc. (TDAM) from certain self-dealing provisions under the Securities Act (Ontario) and National Instrument 31-103. This exemption allows the Top Funds to invest in securities of related underlying investment entities (Underlying Funds) without breaching self-dealing restrictions that prevent substantial security holders or responsible persons from transacting with the funds they manage.

The exemption is subject to conditions, including that the Top Funds and Underlying Funds only distribute securities to accredited investors, the investments align with the Top Funds’ objectives, and no duplicate management or sales fees are charged. Additionally, the Top Funds must not vote the securities of the Underlying Funds they hold, except to pass votes to beneficial holders, and must maintain a certain level of unaffiliated ownership in the Underlying Funds.

The decision also revokes and replaces similar prior relief granted to TDAM, eliminating redundancy. The relief is based on representations by TDAM regarding the structure, management, and operations of the Top Funds and Underlying Funds, including their valuation, liquidity, and distribution practices.

The decision is underpinned by sections 111(2)(b) and (c), 111(4), 113, and 144 of the Securities Act (Ontario), and sections 13.5(2)(a) and 15.1 of National Instrument 31-103, which regulate self-dealing and conflict of interest in securities transactions. The outcome facilitates efficient and cost-effective investment strategies for the Top Funds while ensuring investor protection through specific conditions and transparency requirements.

The Ontario Securities Commission (OSC) has granted Recipe Unlimited Corporation’s application to cease being a reporting issuer under Canadian securities laws. The decision is based on the following key points:

1. Recipe Unlimited Corporation is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market regulations.
2. The company’s securities are held by fewer than 15 security holders in Ontario and fewer than 51 worldwide, indicating a limited public shareholder base.
3. The company’s securities are not traded on any public marketplace or facility where trading data is publicly reported, which reduces the need for public disclosure as a reporting issuer.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status.
5. The company is not in violation of any securities legislation in any jurisdiction.

The OSC, acting as the principal regulator, has determined that the company meets the legislative requirements to cease being a reporting issuer. The decision is supported by the securities legislation of Ontario and relies on the Multilateral Instrument 11-102 Passport System, which allows for a coordinated approach across Canadian provinces and territories. The OSC’s decision effectively removes the company’s obligations to file periodic reports and other continuous disclosure documents typically required of reporting issuers.

The Securities Commission granted an exemption from the prospectus requirements for the distribution of certain debt securities issued by the European Stability Mechanism (ESM) and the European Financial Stability Facility (EFSF). The exemption was sought because the conditions under paragraph 2.34(2)(b) of National Instrument 45-106 Prospectus Exemptions were not met, as the debt securities were not issued by a single foreign government but were financially backed by multiple foreign governments.

The EFSF, a Luxembourg-based company, has its debt securities fully guaranteed by its member states, while the ESM, an intergovernmental organization, has a capital structure and emergency funding mechanisms to protect creditors. Both entities have high credit ratings and are recognized by banking supervisory authorities for their stability and low risk.

The exemption was granted under the condition that the debt securities maintain a designated rating and are distributed only to “permitted clients” that are not individuals, and through dealers registered or exempt in the jurisdiction of the trade. This exemption will remain in effect until any significant amendments to paragraph 2.34(2)(b) of NI 45-106 come into force. The decision was made in accordance with the Securities Act and relevant regulations, ensuring that the test set out in the legislation for granting such an exemption was met.

The Securities Commission has granted an extension to the lapse date for the prospectus of certain exchange-traded funds (ETFs) managed by Evermore Capital Inc. The original lapse date of February 11, 2023, has been extended to May 23, 2023. This decision allows the ETFs to incorporate the most current audited financial information into their renewed offering documents, thus avoiding the inefficiency and expense of a short-term review of interim unaudited financial statements.

The extension was granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically subsection 62(5). The decision was based on several key points:

1. Evermore Capital Inc. is the investment fund manager of the ETFs in question and is registered accordingly in various Canadian jurisdictions.
2. The ETFs are established under Ontario law and are reporting issuers in Canada.
3. There have been no material changes in the affairs of the ETFs since the date of their current prospectus.
4. The extension will not compromise the currency or accuracy of the information in the current prospectus or ETF facts documents.
5. Should any material changes occur, the prospectus and ETF facts documents will be amended as required by law.

The decision ensures that the ETFs can maintain continuous distribution of their securities without unnecessary administrative burden and cost, which ultimately benefits the funds’ securityholders. The outcome is consistent with the public interest and the regulatory framework designed to ensure accurate and current information is available to investors.

The Securities Commission granted an exemption from the cash cover requirements outlined in section 2.8(1)(d) of National Instrument 81-102 Investment Funds (NI 81-102) to RBC Global Asset Management Inc. (the Filer) on behalf of the Funds it manages. This exemption applies to certain cross hedging strategies, specifically Government Bond Rate Cross Hedging and Equity Cross-Market Hedging, under specified conditions.

The exemption allows the Funds to hedge their exposure to interest rates of government bonds and equity indices without the need to hold cash cover, which is typically required to prevent mutual funds from obtaining leveraged exposure to portfolio assets through derivatives. The Filer argued that these cross hedging strategies do not increase leverage in the manner that the cash cover requirements aim to address, but rather replace exposure to one benchmark with another preferred by the portfolio manager.

The decision was made under section 19.1 of NI 81-102 and is subject to conditions ensuring that the hedging strategies are consistent with the Funds’ investment objectives and strategies, and that the long derivatives positions do not exceed the market value of their corresponding short positions and holdings. If the long derivatives exposure exceeds the aggregate amount of the corresponding short positions and holdings, the Fund must reduce its exposure or allocate additional cash cover or margin.

The Ontario Securities Commission served as the principal regulator for this application, and the Filer provided notice that it intends to rely on section 4.7(1) of Multilateral Instrument 11-102 – Passport System in multiple Canadian jurisdictions. The decision is based on representations by the Filer regarding its registration, the nature of the Funds, and the intended use of derivatives for hedging purposes. The Filer has also developed policies and procedures to monitor compliance with the requirements of NI 81-102 and the conditions of the granted exemption.

The Securities Commission granted Chorus Aviation Inc. (the Filer) an exemption from the requirement to include certain financial statements in its Business Acquisition Report (BAR) as mandated by section 8.4 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 3 of Form 51-102F4. This exemption pertains to the financial statements related to the acquisition of DB AVO US LLC and certain Trust Interests, which the Filer could not provide due to the lack of historical financial records prepared in accordance with Generally Accepted Accounting Principles (GAAP).

The Filer, a reporting issuer in all Canadian provinces and territories, completed a significant acquisition of Falko Regional Aircraft and associated entities, which triggered the BAR filing requirement. However, the Filer argued that it was impracticable to prepare the required financial statements for DB AVO US LLC and the Trust Interests, as they had never been prepared in accordance with GAAP, and no relevant laws mandated their preparation. Additionally, the Filer contended that these financial statements were not material to its investment decision or to potential investors’ understanding of the acquisition.

The Securities Commission, upon reviewing the Filer’s application and considering the lack of materiality of the missing financial statements, determined that granting the exemption would not be prejudicial to the public interest. Consequently, the exemption was granted, allowing the Filer to omit the specified financial statements from its BAR. This decision was made under the authority of section 13.1 of NI 51-102 by the Nova Scotia Securities Commission, acting as the principal regulator, and was also representative of the decision of the securities regulatory authority in Ontario. The decision was made in accordance with the Multilateral Instrument 11-102 Passport System and National Instrument 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted an application for an issuer to cease being a reporting issuer. The issuer met the criteria as it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide, and its securities are not traded on any public market. The issuer is also not in default of any securities legislation. The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206. The British Columbia Securities Commission acted as the principal regulator, and the decision also applies to Ontario, with the intention to be relied upon in other Canadian provinces and territories.

The Securities Commission has granted an exemption to CI Investments Inc. (the Filer), on behalf of CI Galaxy Multi-Crypto ETF, CI Bio-Revolution ETF, and CI Digital Security ETF (the ETFs), allowing for an extension of the prospectus lapse dates. This decision is under subsection 62(5) of the Securities Act and is based on the Filer’s intention to streamline and combine the prospectuses of these ETFs with those of other ETFs under common management to reduce costs and facilitate distribution.

The lapse dates for the prospectuses of the January 2022 ETF and the February 2022 ETFs were originally set for January 7, 2023, and February 17, 2023, respectively. The extension aligns these dates with those of the Affiliated Crypto ETFs (March 31, 2023) and the Affiliated CI ETFs (April 21, 2023), which are also managed by the Filer.

The Filer has represented that there have been no material changes in the affairs of the ETFs since the dates of their prospectuses, ensuring that the information remains accurate. The extension is not expected to be prejudicial to the public interest as investors will continue to receive the most recent ETF fact documents, and the prospectuses will be available upon request.

The decision was made in accordance with the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, and the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 – Passport System will be relied upon in other Canadian provinces and territories. The outcome is that the ETFs are permitted to extend their prospectus lapse dates without any conditions.

The Securities Commission has granted an application by a corporation for it to cease being a reporting issuer. The decision was made under the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and was informed by National Policy 11-206. The Alberta Securities Commission acted as the principal regulator, and the order also reflects the decision of the regulator in Ontario.

The decision was based on several key facts:

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

Given these facts, the Securities Commission concluded that the corporation met the legislative requirements to cease being a reporting issuer and approved the application.

The Securities Commission has granted an application by Covington Fund II Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer.

The key considerations for the decision were that Covington Fund II Inc. is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide, its securities are not traded on any public marketplace, and the company is not in default of any securities legislation.

The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary criteria set forth in the applicable securities legislation to cease being a reporting issuer. Consequently, the order was issued, allowing Covington Fund II Inc. to no longer be subject to the reporting obligations that apply to public companies in Canada.

The Securities Commission has granted an exemption to exchange-traded mutual funds (ETFs) managed by Mulvihill Capital Management Inc. from the concentration restriction in sections 2.1(1) and (1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows each ETF to invest beyond the usual concentration limits to fulfill its fundamental investment objective of long-term capital appreciation by purchasing and holding equity securities of a single U.S. public issuer listed on the NASDAQ or New York Stock Exchange (NYSE). For alternative mutual funds, this includes using leverage of up to 25% of the ETF’s unlevered net asset value through cash borrowing to purchase these specified securities.

The decision is contingent on several conditions, including the ETFs meeting the definition of a fixed portfolio investment fund (except for being in continuous distribution), purchases aligning with the ETF’s investment objectives, the U.S. public issuer and its securities meeting specified capitalization and liquidity standards, and the ETF not becoming an insider of the U.S. public issuer as a result of purchases. Additionally, the ETF’s prospectus must contain specific disclosures about the investment strategy, risks, and differences from directly purchasing the specified securities, and the ETFs cannot be used as a financing vehicle by the U.S. public issuer.

The exemption is based on the rationale that the ETFs’ strategy is transparent, passive, and fully disclosed to investors, and that the securities of the specified U.S. public issuers are highly liquid, mitigating concentration risks. It also considers that many investors may not be able to achieve meaningful exposure to these issuers through direct investment due to the high market price per security. The ETFs provide a means for investors to gain such exposure. The decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator.

The Alberta Securities Commission, acting as the principal regulator, granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares. The exemptions pertain to the proportionate take-up and payment requirements, the related disclosure obligations, and the extension take-up requirement as stipulated in National Instrument 62-104 Take-Over Bids and Issuer Bids.

The Filer plans to conduct a modified Dutch auction to determine the purchase price per share, with a specified aggregate purchase price of up to $1,500,000,000. Shareholders can tender shares at specified prices within a predetermined range or agree to a purchase price determined by the auction. The Filer will purchase shares at the lowest price that enables it to reach the specified dollar amount, with provisions for pro rata purchase and full purchase of odd-lot tenders.

The exemption allows the Filer to extend the offer without first taking up all shares if the aggregate purchase price for tendered shares is less than the auction tender limit amount. This is necessary due to the confidentiality of tender information until the purchase price is determined and to comply with U.S. Regulation 14E, which requires prompt payment for shares at the offer’s expiry without allowing for the extension mechanism required by Canadian regulations.

The Filer is relying on the liquid market exemption for issuer bids, indicating a reasonable expectation that a liquid market for the shares will exist post-offer. The decision requires the Filer to comply with certain conditions, including taking up and paying for shares as described, eligibility for the liquid market exemption, prompt announcement of the exemption receipt, and compliance with U.S. Regulation 14E.

The Securities Commission has granted an extension to the lapse date of the prospectus for a group of education portfolio funds managed by C.S.T. Spark Inc. This extension aligns the prospectus renewal date with that of another fund under the same management, facilitating their combination into a single prospectus. The decision is based on the rationale that there have been no material changes in the affairs of the funds since the last prospectus filing, and the extension will not compromise the accuracy or relevance of the information provided to investors. The extension is permitted under subsection 62(5) of the Securities Act (Ontario), and the decision is made in the public interest, as it allows for cost reduction and streamlined disclosure without affecting investor protection.

The Securities Commission granted an exemption to an investment fund manager, allowing the use of Lipper Awards and Lipper Leader Ratings in sales communications for mutual funds under their management. This exemption deviates from the standard requirements of paragraphs 15.3(4)(c) and (f) of National Instrument 81-102 Investment Funds (NI 81-102), which typically restrict the reference to performance ratings or rankings unless they meet certain criteria, including being up-to-date and covering all required periods.

The exemption is conditional on the inclusion of specific disclosures in sales communications, such as the award or rating category, the number of funds in the category, the ranking entity, the period the award or rating is based on, and a statement that ratings are subject to monthly change. Additionally, the Lipper Awards referenced must not be older than 365 days from the date of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made under the authority of section 19.1 of NI 81-102, with the Ontario Securities Commission acting as the principal regulator. The exemption was granted on the basis that the Lipper Awards and Ratings provide valuable, objective, and transparent performance measures that can aid investors in making informed decisions, and that their use in sales communications would not be misleading.

The Securities Commission granted an exemption to a new alternative mutual fund, allowing it to include past performance data from a period when its securities were offered on a prospectus-exempt basis in its sales communications, simplified prospectus, fund facts document, and management reports of fund performance. This decision was based on the fund having substantially the same investment objectives and fee structure as during the prospectus-exempt period.

The exemption was granted under specific sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. The fund must disclose that it was not a reporting issuer during the period of past performance data, that expenses would have been higher if it had been a reporting issuer, and that the Filer obtained exemptive relief for this disclosure. Additionally, the fund’s financial statements since its inception must be posted on its website and made available upon request.

The outcome allows the fund to use its historical performance data to calculate its investment risk level and to include this data in its marketing and reporting materials, despite not having distributed securities under a simplified prospectus for 12 consecutive months.

The Securities Commission has granted an extension for the renewal of prospectuses for two funds managed by Ninepoint Partners LP. The decision allows an 87-day extension for the Ninepoint Carbon Credit ETF prospectus and a 73-day extension for the Ninepoint Energy Income Fund prospectus. This extension aligns their renewal dates with those of other funds under the same management, facilitating a consolidated prospectus and reducing associated costs.

The decision is based on subsection 62(5) of the Securities Act, which provides regulatory authority for such extensions. The Commission determined that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, ensuring that the information remains accurate and not prejudicial to the public interest. The extensions will not affect the accuracy of information provided to investors, as current fund facts and documents will continue to be available and amended as required by legislation.

The outcome is that the funds can be offered under a single, streamlined prospectus, enabling easier comparison for investors and consistent operational features across the fund platform managed by Ninepoint Partners LP.

The Ontario Securities Commission (OSC) granted an exemption order to a not-for-profit corporation, whose mandate is to fund research and development projects in genomics and associated technologies. Despite not meeting the standard definition of an accredited investor under section 73.3 of the Securities Act (Ontario) and National Instrument 45-106 Prospectus Exemptions, the corporation demonstrated through its application that its staff are experts in genomics and life sciences, capable of assessing the viability of investment projects. Furthermore, all investment decisions are to be reviewed by a Private Sector Advisory Committee with significant investment experience.

The OSC decided that exempting the corporation from the prospectus requirements under section 53 of the Securities Act (Ontario) would not be against the public interest. The exemption is subject to conditions, including that the corporation purchases as principal, the issuer of the securities files a report of exempt distribution if the trade is a distribution, and that the first trade in securities is considered a distribution subject to resale restrictions. This exemption order will expire in two years unless renewed.

The Ontario Securities Commission granted an exemption to Medical Facilities Corporation (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement stipulates that an issuer must take up all securities deposited and not withdrawn before extending an issuer bid, provided all terms and conditions have been met or waived.

The Filer is conducting an issuer bid through a modified Dutch auction to purchase a portion of its common shares. If the bid is undersubscribed by the expiration date, and the market price is not higher than the proposed purchase price range, the Filer may wish to extend the bid. However, the calculation of the purchase price per share requires knowledge of all tenders, which would not be possible if shares had to be taken up before any extension.

The exemption is granted subject to conditions, including that the Filer must take up and pay for, or deal with, the deposited shares as outlined in the Circular, remain eligible for the Liquid Market Exemption, issue a press release announcing the exemption within one business day, and comply with Regulation 14E under the Exchange Act concerning the offer. The Filer’s board believes the bid is in the best interest of the company and its shareholders, offering an efficient means of returning capital.

The exemption allows the Filer to extend the offer without first taking up all shares, enabling the determination of the final purchase price after considering all shares tendered during the original and any extension period. This decision is based on the representations made by the Filer, including its compliance with relevant securities legislation and the conditions of the issuer bid.

The Securities Commission has granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP, as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, the filer is permitted to use U.S. GAAP for financial reporting. This exemption is conditional and will be revoked under certain circumstances, such as if the filer ceases to have rate-regulated activities or upon the adoption of a new IFRS standard specific to entities with rate-regulated activities. The exemption replaces a similar relief granted in 2018 and will expire on January 1, 2027, unless earlier termination conditions are met. The decision is based on the filer’s representations, including its status as an SEC issuer, its rate-regulated activities, and the need for sufficient time to transition to IFRS if required in the future. The Ontario Securities Commission, acting as the principal regulator, has made this decision, which also applies to multiple jurisdictions through the Passport System.

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

The key factors influencing the decision included:

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

The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The decision was made following the Process for Cease to be a Reporting Issuer Applications, and the issuer’s notice of reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions including Alberta, Saskatchewan, and Manitoba.

The outcome is that the issuer has been deemed to have ceased to be a reporting issuer, thereby relieving it of the reporting obligations that come with such status under Canadian securities laws.

The Securities Commission has granted an application by an issuer to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision is based on the issuer meeting specific criteria outlined in the securities legislation, including having fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 worldwide, no public trading of its securities, and no defaults in securities legislation. The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, with the issuer also intending to rely on Multilateral Instrument 11-102 Passport System in British Columbia and Alberta. The outcome allows the issuer to cease its reporting obligations in Canada.

The Securities Commission has granted an issuer relief from the requirement to include certain interim financial statements in a business acquisition report (BAR) under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), section 13.1. The issuer, a reporting company in Canada, acquired Gold Standard Ventures Corp. (GSV) and was required to file a BAR with updated financial statements for GSV. However, GSV had previously filed an information circular containing financial statements for periods close to those required for the BAR.

The issuer could not directly rely on exemptions in NI 51-102, subsections 8.4(4) and (6), because it was GSV, not the issuer, that filed the information circular. To comply, the issuer proposed to file the information circular under its own profile and include the financial statements from the circular in its BAR.

The Commission agreed to the exemption, provided that the issuer files the information circular under its SEDAR profile and includes the relevant financial statements from the circular in the BAR. This decision was made under the securities legislation of British Columbia and Ontario and is also applicable in other Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System. The British Columbia Securities Commission served as the principal regulator for this application.

The Ontario Securities Commission (OSC) has issued an order that LifeWorks Inc. is deemed to have ceased to be offering its securities to the public, in accordance with subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). This decision is based on the application submitted by LifeWorks Inc., which included several representations:

1. LifeWorks Inc. is an offering corporation under the OBCA.
2. The company’s head office is located in Ontario.
3. LifeWorks Inc. does not plan to seek public financing through securities offerings.
4. The company received an order on September 16, 2022, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206.
5. The facts presented in the previous order remain accurate.

The OSC concluded that granting the order would not be against the public interest. Consequently, the order was approved, and LifeWorks Inc. is no longer considered to be offering its securities to the public as of October 11, 2022.

The Securities Commission granted an order for Clearford Water Systems Inc. (the Issuer) to no longer be considered a reporting issuer and fully revoked a previous failure-to-file cease trade order (FFCTO). The FFCTO was initially issued due to the Issuer’s failure to file annual financial statements and related documents. Following a reorganization under the Bankruptcy and Insolvency Act, the Issuer sought to revoke the FFCTO and cease being a reporting issuer in all jurisdictions where it held that status.

The Commission’s decision was based on the Issuer’s restructuring, which involved a proposal supported by secured creditors to address the Issuer’s insolvency, a corporate reorganization approved by the court, and the Issuer’s transition to a private company with a limited number of shareholders. The Issuer had no intention of seeking public financing or maintaining a market for its securities.

The Commission concluded that the Issuer met the necessary criteria under the relevant securities legislation, specifically section 144 of the Securities Act (Ontario) for revocation of the FFCTO, and section 1(10)(a)(ii) of the same Act for ceasing to be a reporting issuer. The decision was also informed by National Policies 11-206 and 11-207, which provide guidance on the process for ceasing to be a reporting issuer and revocation of failure-to-file cease trade orders, respectively.

The outcome allowed the Issuer to proceed without the obligations of a reporting issuer and without the restrictions of the FFCTO, reflecting the Issuer’s new status as a private entity with a restructured capital and limited shareholder base.

The Securities Commission granted an exemption to an exchange-traded non-redeemable investment fund (the Trust) from certain custodian requirements under National Instrument 81-102 Investment Funds (NI 81-102). The Trust, managed by Sprott Asset Management LP, invests primarily in physical battery metals such as Nickel, Cobalt, and Lithium, which are stored in specialized warehouses across various jurisdictions.

The exemption allows the Trust to use specialized warehouse providers in the Netherlands, Belgium, Singapore, South Korea, Malaysia, the U.S., and Canada as custodians for the battery metals, deviating from the standard custodian qualifications under NI 81-102. This decision is subject to conditions, including:

1. The battery metals must be stored in LME-approved warehouses operated by three specified warehouse providers.
2. The metals must be fully insured against loss, theft, and damage.
3. A single entity, acting as the valuation agent, must complete daily reconciliations among the warehouse providers and the custodian of the fund’s cash before calculating the fund’s net asset value (NAV).

The decision was made considering the unique nature of the Trust’s assets, which are physical commodities rather than securities or cash typically held by custodians under NI 81-102. The exemption was granted on the basis that the Trust’s custodial arrangements would not detract from the objectives of ensuring effective custody of the portfolio assets and would not be prejudicial to the unitholders.

The Trust’s prospectus will disclose the unique risks associated with the investment, including higher transaction and custody costs and risks related to the storage of battery metals with warehouse providers. The decision supports the Trust’s investment objective and strategy, allowing it to provide investors with an alternative means of holding battery metals without the inconvenience of direct investment.

Summary of the Securities Commission Decision:

The Securities Commission granted exemptive relief to a Canadian investment dealer (the Canadian Filer) and its affiliates from the prospectus requirement for the distribution of over-the-counter (OTC) contracts for difference (CFDs) and foreign exchange contracts to investors, subject to specific terms and conditions. The Canadian Filer is registered as an investment dealer and a member of the Investment Industry Regulatory Organization of Canada (IIROC), and it complies with IIROC rules and acceptable practices applicable to OTC offerings.

The relief allows the Canadian Filer to offer OTC Contracts to investors using a clear and plain language risk disclosure document instead of a prospectus. This document contains similar disclosures to those required for recognized options under OSC Rule 91-502 and the regime for OTC derivatives contemplated by the non-adopted Proposed OSC Rule 91-504, as well as the Quebec Derivatives Act.

The Canadian Filer’s affiliates also received relief from the prospectus requirement for the distribution of OTC Contracts to the Canadian Filer in connection with offsetting transactions. The Canadian Filer acts as both market intermediary and principal or counterparty to OTC transactions with clients. It manages risk by placing identical offsetting OTC trades with a Canadian Filer Affiliate.

The relief is consistent with the guidelines in OSC Staff Notice 91-702 and is subject to a four-year sunset clause. The relief is conditional upon the Canadian Filer’s registration as an investment dealer, membership with IIROC, and compliance with IIROC rules and acceptable practices, as well as the terms of a non-resident undertaking.

The decision is based on the understanding that the Canadian Filer will not offer CFDs linked to cryptocurrencies or other novel asset classes without IIROC’s consent, and that OTC Contracts will only be available for underlying instruments traded in well-regulated markets.

The relief is granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1), and is informed by OSC Rule 91-502, OSC Rule 91-503, and the non-adopted Proposed OSC Rule 91-504.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 53 and 74(1)
– OSC Rule 91-502 Trades in Recognized Options
– OSC Rule 91-503 Trades in Commodity Futures Contracts and Commodity Futures Options Entered into on Commodity Futures Exchanges Situate Outside of Ontario
– Proposed OSC Rule 91-504 OTC Derivatives (not adopted)
– Quebec Derivatives Act
– IIROC Rules and Acceptable Practices
– National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions

The decision was made on October 5, 2022, by the Ontario Securities Commission as the principal regulator.

The Ontario Securities Commission granted Brookfield Asset Management Ltd. (the Filer) an exemption from certain requirements related to the use of restricted security terms in its securities documentation. This decision allows the Filer to use alternative terminology to describe its Class A limited voting shares, Class B limited voting shares, and Special Limited Voting Shares in its prospectus and continuous disclosure documents.

The Filer argued that the terms “non-voting security,” “restricted voting security,” and “subordinate voting security” did not accurately describe its shares, and proposed using “limited voting” instead. The Commission agreed, subject to conditions ensuring that no other restricted securities are issued and outstanding other than the specified shares, and that the Filer’s disclosure documents are consistent with the representations made.

The decision was made under the securities legislation of Ontario, specifically referencing National Instrument 41-101 – General Prospectus Requirements, National Instrument 51-102 – Continuous Disclosure Obligations, and OSC Rule 56-501 – Restricted Securities. The exemptions are conditional upon the Filer adhering to the terms outlined in the decision and are specific to the Filer’s unique share structure and the planned special distribution by Brookfield Asset Management Reinsurance Partners Ltd.

The Securities Commission has granted an exemption to Brookfield Business Corporation (BBUC) from the requirements of Part 5 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), which pertains to related party transactions. This exemption is conditional and applies to transactions with parties other than Brookfield Business Partners L.P. (BBU) or its subsidiaries.

BBUC, a controlled subsidiary of BBU, was established to offer investors an alternative means to indirectly invest in BBU units through exchangeable shares, which are economically equivalent to BBU units. BBUC is expected to engage in transactions with related parties that are not BBU or its subsidiaries, which would indirectly affect BBU as well.

The exemption is based on several conditions, including that all equity securities of BBUC are owned by BBU, BBU consolidates BBUC in its financial statements, and BBU will comply with the related party transaction requirements as if it directly entered into the transactions. Additionally, any formal valuation and disclosure documents related to these transactions must be identical for both BBU and BBUC and filed on both entities’ SEDAR profiles.

The decision is underpinned by the rationale that BBU and BBUC operate as a single economic entity and that the economic interests of BBU unit holders and BBUC exchangeable share holders are aligned. Therefore, the protections of MI 61-101 for minority shareholders are deemed unnecessary for BBUC’s related party transactions, provided the conditions are met.

The Securities Commission has granted an exemption to a Canadian subsidiary (Subco) of a Netherlands-listed company (Parent) from certain Canadian continuous disclosure, certification, audit committee, and insider reporting requirements. This decision is based on the Parent providing a full and unconditional guarantee of Subco’s outstanding debt securities.

Key points of the decision include:

– Subco is exempt from continuous disclosure requirements under National Instrument 51-102 (NI 51-102) and audit committee requirements under National Instrument 52-110 (NI 52-110), provided the Parent maintains ownership of all Subco voting securities and complies with Dutch financial reporting and market abuse regulations.
– Subco is also exempt from certification requirements under National Instrument 52-109 (NI 52-109) and insiders of Subco are exempt from insider reporting requirements under National Instrument 55-102 (NI 55-102) and National Instrument 55-104 (NI 55-104), with conditions.
– The Parent’s securities are not registered under the U.S. Securities Exchange Act of 1934, and Canadian residents own less than 10% of the Parent’s equity securities.
– The Parent is subject to the Netherlands Listing Rules and the European Market Abuse Regulation, ensuring compliance with rigorous disclosure requirements.
– Subco is not required to issue financial statements to debt holders as per the terms of the debt securities indenture.
– The exemption is conditional upon Subco filing all Parent’s disclosure documents required in the Netherlands on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and providing consolidating summary financial information.
– The exemption will expire five years from the date of the decision.

The decision is underpinned by various legislative provisions, including the Securities Act (Ontario), the Business Corporations Act (Ontario), and several National Instruments (NI 51-102, NI 52-109, NI 52-110, NI 55-102, NI 55-104, and NI 58-101). The exemption aims to align Subco’s reporting obligations with those of the Parent and to avoid the release of potentially misleading financial information.

Summary of the Securities Commission Decision:

The Securities Commission granted exemptive relief to Brookfield Property Partners L.P., Brookfield Property Finance ULC (Debt Issuer), and Brookfield Property Preferred Equity Inc. (Pref Issuer) (collectively, the Filers) from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus requirements under Ontario securities law and related instruments. This relief was sought due to the Filers’ inability to rely on the standard exemption for credit support issuers, primarily because of their partnership structure and the fact that certain preference shares may be convertible into other series of preference shares.

Key Facts:
– Brookfield Property Partners is a Bermuda exempted limited partnership and a reporting issuer in multiple jurisdictions.
– The Filers are not in default of any securities legislation requirements.
– Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities laws.
– The Units of Brookfield Property Partners were delisted from the Toronto Stock Exchange following an arrangement agreement and subsequent acquisition by Brookfield Asset Management Inc.
– The Filers intend to file Base Shelf Prospectuses for the issuance of preferred limited partnership units, debt securities, and preference shares, which will be guaranteed by Brookfield Property Partners and related entities.

Reasoning:
– The Filers meet the conditions set out in subsection 13.4(2.1) of National Instrument 51-102, except for certain specified deviations.
– The Filers will be treated as if they meet the definition of parent credit supporter and subsidiary credit supporter, despite the indirect ownership structure.
– The Securities will be considered designated credit support securities, with certain conditions.
– The Filers will comply with all filing requirements and procedures except for those from which they have been exempted.

Outcome:
– The Filers are granted the Exemption Sought, subject to conditions that include compliance with modified continuous disclosure requirements and the filing of financial statements and material change reports as specified.
– The 2018 Decision granting previous exemptions is revoked.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii)
– National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4, 2.8, and 8.1(2)
– National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4
– National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, ss. 8.5 and 8.6
– National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1
– National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1
– National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2)
– National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2)

The Ontario Securities Commission (OSC) has granted Ontario Power Generation Inc. (the Filer) an exemption from the requirement to prepare financial statements in accordance with Canadian Generally Accepted Accounting Principles (GAAP) for publicly accountable enterprises. Instead, the Filer is permitted to use U.S. GAAP for its financial statements. This exemption is based on the Filer’s involvement in rate-regulated activities and the fact that it is not an SEC issuer, which would otherwise allow it to use U.S. GAAP under section 3.7 of National Instrument 52-107.

The exemption replaces a previous relief granted in 2018, which was set to expire no later than January 1, 2024, or upon the International Accounting Standards Board (IASB) mandating a specific standard for entities with rate-regulated activities. Since the IASB has not yet finalized such a standard, the Filer requires more time to transition to IFRS if necessary.

The granted exemption will remain in effect until the earliest of January 1, 2027; the day after the Filer ceases rate-regulated activities; or two years after the IASB publishes a final Mandatory Rate-regulated Standard, should it come into effect. The decision is applicable in Ontario and is automatically effective in other Canadian jurisdictions that are part of the Passport System.

The Securities Commission has granted an application by a company for it to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on several key criteria:

1. The company is not an OTC reporting issuer, meaning it is not quoted in the U.S. Over-the-Counter Markets as per Multilateral Instrument 51-105.
2. The company’s securities are owned by fewer than 15 securityholders in each jurisdiction within Canada and less than 51 securityholders worldwide.
3. The company’s securities are not traded on any marketplace or facility where trading data is publicly reported, in Canada or any other country.
4. The company is not in default of any securities legislation in any jurisdiction.

The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and is supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows the company to cease its reporting issuer obligations in the specified Canadian jurisdictions.

The Securities Commission has granted an application from a company (the Filer) for it to cease being a reporting issuer in Canada. The decision was made under the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The application was made in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer.

The key facts supporting the decision are:

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

The outcome is that the Filer has been deemed to no longer be a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). This decision is based on the test set out in the legislation, which the Filer has met. The order evidences the decision of the securities regulatory authority or regulator in Ontario as well.

The Securities Commission has granted an exemption from the prospectus requirement to a South African company (the Filer) for the distribution of shares of another South African entity (GND) to its Canadian shareholders. This distribution is to be executed as a dividend in specie on a pro rata basis. The exemption was necessary because the distribution did not fall under any existing legislative exemptions, and the Filer is not a reporting issuer in Canada.

The Filer has a de minimis presence in Canada, with Canadian shareholders holding approximately 0.01% of its outstanding ordinary shares. The Filer and GND are both subject to South African regulatory requirements and are not in default of any Canadian securities legislation.

The key reasoning for the exemption includes the minimal impact on Canadian markets, the lack of an investment decision required from Canadian shareholders to receive the distribution, and the fact that there will be no active trading market for the GND shares in Canada post-distribution.

The outcome is that the Filer is allowed to distribute the GND shares to its Canadian shareholders without issuing a prospectus, under the condition that any first trade of these shares in Canada must comply with certain conditions outlined in National Instrument 45-102 – Resale of Securities or OSC Rule 72-503 – Distributions Outside Canada to not be considered a distribution.

The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74(1), and is supported by the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted an exemption to a group of alternative mutual funds managed by 1832 Asset Management L.P. from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement prohibits the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund.

The decision allows the consolidation of simplified prospectuses for alternative mutual funds with those of conventional mutual funds managed by the same entity or its affiliates. The rationale for the exemption includes cost reduction, streamlined distribution, and simplified investor comparison between fund types. The decision also notes that similar consolidation is permitted for exchange-traded funds under National Instrument 41-101 General Prospectus Requirements (NI 41-101), suggesting mutual funds should not be treated differently.

The exemption is contingent on the funds continuing to provide investors with the required fund facts documents and making the simplified prospectus available upon request. The Ontario Securities Commission, acting as the principal regulator, approved the exemption after determining it met the necessary legislative criteria. The exemption applies across multiple Canadian jurisdictions under the passport application system.

The Securities Commission has revoked a cease trade order against an issuer after the issuer remedied its previous defaults in continuous disclosure filings. The initial cease trade order was issued due to the issuer’s failure to file audited annual financial statements and related documents for the year ended July 31, 2013, and subsequent periods. The issuer has since updated its filings, although certain outstanding filings remain unsubmitted. The issuer argued that these should not be required, and the Commission exercised its discretion to agree, provided the issuer is current with all other disclosure obligations and not in default under the Securities Act or related regulations.

The revocation is based on the issuer’s compliance with continuous disclosure obligations, payment of all required fees, and the absence of any undisclosed material changes in its business. The issuer is not involved in any significant transactions like a reverse takeover or merger. The decision to revoke the cease trade order was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and in accordance with National Policy 12-202 Revocation of Certain Cease Trade Orders. The outcome allows the issuer to resume trading, contingent on the concurrent revocation of similar orders from other jurisdictions.

The Securities Commission granted an exemption to Desjardins Global Asset Management Inc. (the Filer) on behalf of its managed alternative mutual funds (the Alternative Funds) from certain short selling restrictions under Regulation 81-102. The exemption allows the Alternative Funds to short sell index participation units (IPUs) of one or more IPU issuers up to 100% of the fund’s net asset value (NAV) at the time of sale.

The exemption specifically relaxes the following restrictions:
– The Single Issuer Short Restriction, which limits short sales of a single issuer’s securities to 10% of the fund’s NAV.
– The Aggregate Short Restrictions, which limit the combined value of short sales and cash borrowing to 50% of the fund’s NAV.

The decision was based on the rationale that IPUs represent diversified and liquid investments, reducing the concentration risk associated with shorting a single issuer. The exemption is subject to conditions, including compliance with the Aggregate Limit of 300% of the fund’s NAV when combining exposure to short selling, cash borrowing, and specified derivatives. The Alternative Funds must also comply with other applicable requirements of Regulation 81-102 and ensure that short sales are consistent with the funds’ investment objectives and strategies.

The decision was made under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers acting as the principal regulator. The decision also applies to other Canadian jurisdictions through the Passport System, as outlined in Regulation 11-102. The Alternative Funds’ prospectuses must disclose the ability to short sell IPUs up to 100% of the fund’s NAV, including the material terms of the decision.

The Ontario Securities Commission (OSC) consented to the continuance of Akumin Inc. (the Applicant) from Ontario to Delaware. This decision is based on the Business Corporations Act (Ontario) and its Regulation 398/21, specifically section 181 of the Act and subsection 21(b) of the Regulation.

Key facts include:

– Akumin Inc. is an offering corporation under the OBCA with common shares listed on the TSX and NASDAQ.
– The company intends to continue under the Delaware General Corporation Law (DGCL) to reduce operating expenses and improve capital raising capabilities.
– Shareholders approved the continuance with a 99.9% vote in favor, and no dissenting rights were exercised.
– Akumin Inc. will remain a reporting issuer in Ontario and other Canadian provinces and territories, except Quebec.
– The company is not in default of any provisions of the OBCA, the Securities Act, or any rules of the TSX and NASDAQ, nor is it subject to any proceedings.
– Rights, duties, and obligations under the DGCL are substantially similar to the OBCA, with material differences disclosed to shareholders.
– The OSC consented to the continuance as it is not prejudicial to the public interest.

The Applicant also provided an undertaking to the OSC to file a Submission to Jurisdiction Form through SEDAR upon ceasing to maintain a corporate office in Canada after the continuance. The OSC’s consent was given on September 23, 2022, allowing Akumin Inc. to continue as a corporation under Delaware law.

The Securities Commission has granted an exemption to an investment fund manager, Guardian Capital LP, from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105). This exemption allows the fund manager to cover the direct costs incurred by participating dealers for sales communications, investor conferences, or seminars that primarily aim to educate on financial planning topics such as investing, retirement, tax, and estate planning.

The exemption is subject to several conditions to ensure compliance with the spirit of NI 81-105. These conditions include:

– Adherence to subsections 5.1(b) through (e) of NI 81-105.
– No requirement for participating dealers to sell the fund manager’s products.
– No additional incentives for recommending the funds to investors, beyond what is permitted by NI 81-105.
– Educational materials must contain only general information and not provide specific advice.
– The fund manager must prepare or approve the content and select or approve qualified speakers.
– Educational materials must clearly state they are for informational purposes only and not advice.
– Materials must indicate the types of professionals qualified to provide advice on the topics presented.

The decision is based on the belief that providing educational information on financial planning can benefit investors by equipping them to make informed financial decisions. The exemption was granted under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator.

The Ontario Securities Commission granted an exemption to E-L Financial Corporation Limited (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement states that an issuer must not extend a take-over bid unless it first takes up all securities validly deposited and not withdrawn if all terms and conditions of the offer have been met or waived. The exemption was sought in connection with the Filer’s issuer bid to purchase a portion of its issued and outstanding common shares through a modified Dutch auction, with the intent to return up to $100,000,000 of capital to shareholders.

The Filer is a reporting issuer in all Canadian provinces, with its shares listed on the Toronto Stock Exchange. The board believes that the offer is in the best interests of the company and its shareholders, as it provides value and reflects the underlying value of the company better than the recent trading price.

The exemption was granted subject to conditions, including that the Filer must take up and pay for, or deal with, the shares as described in the issuer bid circular and comply with the Liquid Market Exemption under Multilateral Instrument 61-101. Additionally, the Filer must comply with Regulation 14E under the U.S. Securities Exchange Act of 1934 concerning the offer and promptly announce the receipt of the exemption.

The decision was made considering the Filer’s representations, including its corporate status, share structure, the board’s rationale for the offer, the offer’s terms, funding sources, and the impact on shareholders and the market. The Filer’s reliance on the Liquid Market Exemption was based on the liquidity of the market for its shares and an opinion provided by Cormark Securities Inc. The exemption allows the Filer to extend the offer without first taking up all tendered shares, facilitating the determination of the final purchase price while accommodating additional tenders during the extension period.

The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid, as stipulated in subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The issuer, Economic Investment Trust Limited, initiated an issuer bid to purchase a portion of its outstanding common shares through a modified Dutch auction, with the intention to enhance shareholder value and capitalize on the shares’ trading price, which the Board believes does not reflect the company’s underlying value or growth prospects.

The exemption was granted under the condition that the issuer complies with the terms set out in the bid circular and the requirements of Regulation 14E under the U.S. Securities Exchange Act of 1934. The issuer must also take up and pay for, or otherwise deal with, the shares as described in the circular, be eligible to rely on the Liquid Market Exemption under Multilateral Instrument 61-101, and issue a press release announcing the exemption within one business day of receiving it.

The decision was made considering the issuer’s representations, including its financial position, the structure of the bid, the confidentiality of tendered shares, and the impact on the market liquidity post-bid. The issuer’s shares are listed on the Toronto Stock Exchange, and the bid was subject to U.S. regulations due to cross-border implications. The exemption allows the issuer to extend the bid without first taking up all tendered shares, enabling a final determination of the purchase price after considering all shares tendered during the extension period.

The Securities Commission granted an exemption to United Corporations Limited (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which stipulates that an issuer must take up all securities deposited and not withdrawn under an issuer bid before extending the bid if all terms and conditions have been met or waived. This exemption is in relation to the Filer’s issuer bid to purchase a portion of its issued and outstanding common shares through a modified Dutch auction procedure, with the intent to return up to $50,000,000 of capital to shareholders.

The Filer argued that the requirement to take up shares before extending the bid was incompatible with Regulation 14E of the U.S. Securities Exchange Act of 1934, which mandates prompt payment for shares at the expiry of the offer and does not allow for the extension process required by NI 62-104. The Filer needed the exemption to finalize the purchase price, considering all shares tendered before and during any extension period.

The exemption was granted on the condition that the Filer takes up and pays for the validly deposited shares as described in the issuer bid circular, complies with the requirements of Regulation 14E, and continues to qualify for the Liquid Market Exemption under Multilateral Instrument 61-101. Additionally, the Filer must issue a press release announcing the receipt of the exemption within one business day.

The decision was made by the Ontario Securities Commission, which served as the principal regulator, and the exemption was to be relied upon in multiple Canadian jurisdictions. The Filer’s shares are listed on the Toronto Stock Exchange under the symbol UNC, and the company is a reporting issuer in Ontario and Quebec. The Filer’s board believes that the offer is in the best interests of the company and its shareholders, as it provides value and increases equity ownership for non-tendering shareholders. The offer was not expected to affect the Filer’s ability to pursue business opportunities or growth.

The Securities Commission has granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid. This decision is in connection with the issuer’s proposed purchase of a portion of its common shares through an issuer bid, which commenced on August 22, 2022.

Under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, an issuer is typically not allowed to extend a bid unless it first takes up all securities validly deposited and not withdrawn. However, the issuer sought an exemption from this requirement, arguing that the determination of the purchase price for the shares requires knowledge of all shares tendered, which would not be possible if shares had to be taken up before any extension of the offer.

The Commission agreed to grant the exemption, subject to conditions that include the issuer taking up and paying for the shares as described in the issuer bid circular, eligibility to rely on the Liquid Market Exemption, prompt announcement of the exemption receipt, and compliance with Regulation 14E of the Securities Exchange Act of 1934 in the United States.

The issuer’s bid involves a modified Dutch auction procedure with a specified price range for the shares, and the purchase will be funded through a combination of cash on hand and a margin loan facility. The issuer believes the bid is in the best interests of the company and its shareholders, providing value and potentially increasing equity ownership for non-tendering shareholders.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The issuer also provided notice that it intends to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces.

The Securities Commission granted an exemption to United Corporations Limited (the Filer) from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement stipulates that an issuer must take up all securities deposited and not withdrawn before extending an issuer bid, provided all terms and conditions have been met or waived.

The Filer, a corporation in good standing under the Business Corporations Act (Ontario), is a reporting issuer in Ontario and Quebec with shares listed on the Toronto Stock Exchange. The Filer initiated an issuer bid to purchase a portion of its outstanding common shares through a modified Dutch auction, proposing a purchase price range of $90.00 to $110.00 per share, with the intent to buy back up to $50,000,000 worth of shares.

The Board of the Filer believes this buyback is in the best interests of the company and its shareholders, as it provides value to shareholders and addresses the Board’s view that the market price does not fully reflect the company’s value.

The exemption was sought because the Filer wished to extend the offer without first taking up all shares, as the final purchase price could not be determined until the end of the offer period, which could potentially include an extension. This was in conflict with Regulation 14E under the U.S. Securities Exchange Act of 1934, which requires prompt payment for shares at the offer’s expiry without allowing for the extension procedure required by NI 62-104.

The exemption was granted subject to conditions, including that the Filer must take up and pay for the shares as described in the issuer bid circular and comply with Regulation 14E. The Filer must also be eligible to rely on the Liquid Market Exemption and issue a press release announcing the exemption within one business day of receipt.

The decision was made under the authority of the Ontario Securities Commission, with the Filer intending to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The exemption was granted based on the Filer’s representations and compliance with the conditions set by the principal regulator.

The Securities Commission granted an exemption to an issuer from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which stipulates that an issuer must take up all securities validly deposited and not withdrawn under an issuer bid before extending the bid, provided certain terms and conditions are met. This decision was made in connection with the issuer’s proposed purchase of a portion of its issued and outstanding common shares through an issuer bid.

The issuer is a reporting issuer in all Canadian provinces, with its shares listed on the Toronto Stock Exchange. The board believes that the purchase of shares is in the best interests of the company and its shareholders, as it provides value and reflects the underlying value and growth prospects of the issuer.

The issuer bid, which commenced on August 22, 2022, involves a modified Dutch auction procedure with a specified price range for the shares. The issuer will fund the purchase from available cash and a loan facility. Shareholders can tender their shares at specified prices within the range or at the final purchase price determined by the auction tenders.

The exemption was granted subject to conditions, including that the issuer must take up and pay for the shares as described in the issuer bid circular, be eligible to rely on the Liquid Market Exemption under Multilateral Instrument 61-101, issue a press release announcing the exemption, and comply with U.S. Regulation 14E.

The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the issuer has provided notice that it intends to rely on the exemption in multiple Canadian jurisdictions.

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

1. Nican Limited is already a reporting issuer in British Columbia and Alberta, with its securities listed on the TSX Venture Exchange under the symbol NICN.
2. The company has a significant connection to Ontario, with over 20% of its common shares owned by Ontario residents, its mind and management primarily located in Ontario, and both its head office and registered office situated in Ontario.
3. The continuous disclosure requirements in British Columbia and Alberta, where Nican Limited is already a reporting issuer, are substantially the same as those in Ontario.
4. Nican Limited is not in default of any securities legislation in British Columbia or Alberta, nor is it in default of any rules, regulations, or policies of the TSX Venture Exchange.
5. The company has assessed and determined its significant connection to Ontario as per the requirements of the TSX Venture Exchange Corporate Finance Manual.

The OSC’s decision to grant reporting issuer status to Nican Limited in Ontario is not expected to be prejudicial to the public interest. The order was issued on September 21, 2022.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against Spyglass Resources Corp. The variation allows beneficial shareholders, who are neither insiders nor control persons, to sell their securities outside of Canada under certain conditions. This decision was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5.

The OSC recognized that the original cease trade order placed Ontario resident shareholders at a disadvantage compared to other shareholders who could trade on foreign markets. The variation aligns with the Canadian Securities Administrators’ harmonized approach, which includes standard carve-out language to permit sales on foreign organized regulated markets if specific conditions are met.

The conditions for the sale of securities under the varied order are: the sale must occur through a foreign organized regulated market as defined by the Investment Industry Regulatory Organization of Canada, and the sale must be conducted through an investment dealer registered in a Canadian jurisdiction in accordance with applicable securities legislation.

This decision was made considering it would not be prejudicial to the public interest and aims to provide fairness to Ontario shareholders. The order variation was dated September 16, 2022.

The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Talan Holding S.A.S. (the Filer), to Canadian employees. The Filer could not rely on the standard employee exemption as the shares were offered through special purpose entities (the Fund), not directly by the issuer.

Key facts include:

– The Filer is a French corporation with business operations in Canada through local entities.
– The Filer established a global employee share offering (the 2022 Employee Offering) and plans subsequent offerings for the next four years.
– The offerings are for employees of the Talan Group who meet certain criteria (Qualifying Employees).
– The Fund, a French collective shareholding vehicle (FCPE), was established to facilitate employee participation in the offerings.
– The Fund is managed by Equalis Capital France (the Management Company) and is registered with the French Autorité des marchés financiers.
– Participation is voluntary, and the investment by a Canadian employee is capped at 25% of their gross annual compensation.
– The shares and units are not listed on any Canadian stock exchange, and there is no market for them in Canada.
– The number of Canadian participants and their share ownership are considered de minimis.

The reasoning for the exemption includes:

– Canadian participants will receive adequate disclosure documents.
– The special purpose entities are under the supervision of the French regulator.
– Participation is not induced by the expectation of employment or continued employment.
– The Filer is a foreign issuer, and the shares and units are not intended to be listed in Canada.

The outcome is that the Exemption Sought is granted, subject to conditions that include:

– The prospectus requirement will apply to the first trade of units unless certain conditions are met, such as the issuer being a foreign issuer and the trade occurring outside of Canada or to a person outside of Canada.
– The representations made by the Filer remain true for any subsequent offerings within five years from the decision date.
– The exemption for the first trade is not available for transactions that are part of a scheme to avoid prospectus requirements in Canada.

The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, and relevant regulations including National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities.

The Securities Commission has granted an application for Altus Strategies Plc to cease being a reporting issuer in Canada. This decision is based on several key factors:

1. Altus Strategies Plc is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The company’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 globally.
3. Its securities are not traded on any public marketplace in Canada or elsewhere.
4. The company has requested to stop being a reporting issuer in all Canadian jurisdictions where it currently holds this status.
5. The company is not in violation of any securities legislation.

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The company relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta. The outcome is that Altus Strategies Plc is no longer a reporting issuer in Canada.

The Ontario Securities Commission (OSC) has granted an order recognizing Black Swan Graphene Inc. as a reporting issuer in Ontario under paragraph 1(11)(b) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended. The company, incorporated in British Columbia, is already a reporting issuer in British Columbia and Alberta, with its securities listed on the TSX Venture Exchange.

The decision was based on the company’s significant connection to Ontario, as its head office and several key officers are located there. The continuous disclosure requirements in British Columbia and Alberta were found to be substantially the same as those in Ontario, and the company was not in default of any requirements or listed as a defaulting reporting issuer.

The OSC determined that granting the status of reporting issuer to Black Swan Graphene Inc. in Ontario would not be prejudicial to the public interest. Consequently, the OSC has designated the company as a reporting issuer in Ontario, effective as of September 16, 2022.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the issuer meeting specific criteria, including having fewer than 15 security holders in each jurisdiction and fewer than 51 worldwide, no public trading of its securities, and being in compliance with securities legislation. The Ontario Securities Commission acted as the principal regulator, and the decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer is not an OTC reporting issuer and has no securities traded on any marketplace. The order was made in accordance with National Policy 11-206, which outlines the process for ceasing to be a reporting issuer, and the issuer also indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in provinces and territories outside Ontario.

The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against 0755461 B.C. Ltd., previously known as Pro Minerals Inc., under Section 144 of the Securities Act (Ontario). The CTO was initially imposed due to the company’s failure to file required continuous disclosure documents.

The company sought the partial revocation to conduct a private placement to accredited investors, aiming to raise up to $100,000. The funds are intended to be used to prepare and file the overdue continuous disclosure documents and to pay related fees.

The OSC agreed to the partial revocation on the condition that the company provides each investor with a copy of the CTO and a copy of the partial revocation order. Additionally, investors must acknowledge in writing that all securities, including those issued in the private placement, remain subject to the CTO and that the partial revocation does not guarantee a future full revocation.

The order is limited to the transactions necessary for the private placement and will expire upon the earlier of the closing of the private placement or 60 days from the date of the order. The decision was made considering the application and staff recommendations, with the Director being satisfied that the partial revocation would not be prejudicial to the public interest.

The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against an issuer for failing to file certain continuous disclosure materials as required by securities regulations. The issuer had been under CTOs in both British Columbia and Ontario since July 7, 2021. After the issuer remedied the defaults by updating their continuous disclosure filings, they applied for the revocation of the CTOs under National Policy 11-207.

The revocation order was primarily issued by the British Columbia Securities Commission, which served as the principal regulator in this matter. The Ontario Securities Commission opted into the revocation order, indicating agreement with the decision. The revocation reflects the satisfaction of the decision makers that the issuer has met the conditions set out in the applicable securities legislation, specifically under sections 127 and 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-207.

The outcome is that the issuer is no longer subject to the CTOs in British Columbia and Ontario, and the decision was made official on September 13, 2022.

The Securities Commission has granted an exemption to two filers, allowing them to prepare their financial statements in accordance with U.S. GAAP instead of Canadian GAAP applicable to publicly accountable enterprises. This decision is based on the fact that both filers are involved in rate-regulated activities and are not SEC issuers, which would otherwise permit them to use U.S. GAAP under section 3.7 of NI 52-107. The exemption is an extension of previous relief granted in 2018 and will be valid until the earliest of January 1, 2027, the date the filers cease to have rate-regulated activities, or the date a mandatory IFRS standard for rate-regulated entities is implemented by the IASB plus two years. This decision is made under the authority of section 5.1 of National Instrument 52-107 and is consistent with the securities legislation of the jurisdictions involved.

The Securities Commission has granted an exemption to Emera Incorporated and Nova Scotia Power Incorporated (the Filers) from the requirement to prepare financial statements in accordance with Canadian GAAP applicable to publicly accountable enterprises. Instead, the Filers are permitted to use U.S. GAAP for their financial statements. This decision is based on the fact that the Filers are involved in rate-regulated activities and are not SEC issuers, although if they were, they would be allowed to file financial statements in U.S. GAAP under section 3.7 of NI 52-107.

The exemption is an extension of similar relief previously granted in 2018, which was set to expire no later than January 1, 2024. The extension is due to the International Accounting Standards Board’s (IASB) ongoing development of a new standard for entities with rate-regulated activities, which has not yet been finalized.

The exemption will remain in effect until the earliest of: January 1, 2027; the date the Filers no longer have rate-regulated activities; or two years after the IASB publishes a final Mandatory Rate-regulated Standard, provided this date is after the IASB’s prescribed effective date for such a standard.

This decision is made under the authority of section 5.1 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards and is consistent with the securities legislation of Nova Scotia and Ontario, as well as the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Ontario Securities Commission granted relief to Durham Asset Management Inc. (the Filer), manager of the DAMI Corporate Bond Fund (the Fund), extending the time limit for the distribution of the Fund’s securities under its existing simplified prospectus by 137 days. This decision was made under section 147 of the Securities Act (Ontario) due to an administrative oversight that led to the Fund’s failure to file a pro forma prospectus within the required timeframe, causing the prospectus to lapse.

The Fund, an open-ended mutual fund trust in Ontario and a reporting issuer, had its prospectus lapse on June 15, 2022. Despite the lapse, the Fund continued to sell units until August 25, 2022, when sales were suspended. During this period, the Fund sold units valued at $157,000. The Filer intends to file a renewal prospectus by October 29, 2022.

The Commission determined that granting the exemption would not compromise the accuracy of the information in the current prospectus or the public interest, as there have been no material changes in the Fund’s affairs since the prospectus’s date. The exemption is conditional upon providing a 90-day cancellation right to investors who purchased units during the interim period. These investors must be informed of their rights and receive a refund of their purchase price and related fees if they choose to cancel their trades. If the net asset value per security is lower at the time of cancellation than at purchase, the Filer must reimburse the Fund for the difference.

The decision was made on September 13, 2022, ensuring that the Fund could continue distributing its securities under the current prospectus until the renewal prospectus is receipted, provided the conditions outlined are met.

The Securities Commission has granted an application for the Long Duration Credit Bond Fund to cease being a reporting issuer. The decision is based on the Fund meeting several conditions: it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. The Ontario Securities Commission, acting as the principal regulator, determined that the Fund satisfied the criteria outlined in the Securities Act and relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision allows the Fund to stop complying with the reporting obligations in all Canadian jurisdictions where it was previously a reporting issuer.

The Securities Commission has granted a partial revocation of a cease trade order (CTO) that was imposed on an issuer due to its failure to file required financial documents. The issuer sought this partial revocation to proceed with a plan of arrangement under the Business Corporations Act (British Columbia), which involves merging with its wholly-owned subsidiary to form a new entity (Amalco), consolidating issued common shares, and cashing out shareholders with small lots.

The CTO was originally issued because the issuer did not file its audited annual financial statements and interim financial reports. The issuer’s inability to file these documents was attributed to financial distress. Despite the CTO, the issuer has since made a proposal to its creditors under the Companies Creditors Arrangement Act to settle outstanding debts.

The partial revocation is conditional upon the issuer obtaining acknowledgments from all remaining shareholders that the securities acquired under the arrangement will remain subject to the CTO. Additionally, the issuer must provide a copy of the CTO and the partial revocation order to all shareholders.

The decision to grant the partial revocation was made under the authority of Section 144 of the Securities Act (Ontario) and was informed by National Policy 11-207, which addresses failure-to-file CTOs and revocations in multiple jurisdictions. The outcome allows the issuer to move forward with its restructuring plan while ensuring that shareholders are informed of the ongoing restrictions on their securities.

The Securities Commission has granted an order for Gold Standard Ventures Corp. (the issuer) to cease being a reporting issuer in Canada. The decision is based on several key factors:

1. The issuer is not an OTC reporting issuer and its securities are not traded on any marketplace.
2. The issuer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
3. The issuer has become a wholly-owned subsidiary following a statutory plan of arrangement and its shares have been delisted from major exchanges.
4. The issuer has no plans for public financing and is only in default for not filing interim financial statements and related documents due to the timing of the arrangement.

The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the relevant securities legislation. The order reflects the issuer’s compliance with the conditions for ceasing to be a reporting issuer, except for the recent default, which is related to the completion of the arrangement.

The Securities Commission has granted an application by Choice Consolidation Corp. for an order that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206 for the process of ceasing to be a reporting issuer.

The key considerations for the decision included the fact that the company’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 holders worldwide. Additionally, the company’s securities are not traded on any public marketplace in Canada or internationally. The company also confirmed that it is not in default of any securities legislation in any jurisdiction.

The Ontario Securities Commission, serving as the principal regulator, determined that the company met the legislative requirements to cease being a reporting issuer, and therefore, the order was granted.

The Securities Commission has granted an order for Verde Agritech PLC to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canadian jurisdictions. The decision was made under the authority of the Securities Act (Ontario) and was based on several key findings:

1. Verde Agritech PLC is not an OTC reporting issuer, meaning it is not subject to certain U.S. over-the-counter market reporting obligations.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. Its securities are not traded on any public marketplaces in Canada or elsewhere.
4. The company is not in default of any securities legislation in any jurisdiction.

The application was processed under the National Policy 11-206 framework, with the Ontario Securities Commission acting as the principal regulator. The order was issued after determining that Verde Agritech PLC met the criteria for ceasing to be a reporting issuer, as outlined in the applicable securities legislation.

The Securities Commission has granted an extension to the lapse date of the prospectus for certain funds managed by Purpose Investments Inc. This decision allows the funds’ simplified prospectus, originally dated October 1, 2021, to have its lapse date extended to November 19, 2022, aligning it with the lapse date of the prospectus for other funds under the same management. This extension is intended to consolidate the prospectuses, reducing costs and facilitating easier comparison for investors.

The decision is based on subsection 62(5) of the Securities Act (Ontario), which permits such an extension. The rationale for the extension includes the proximity of the original lapse dates, the absence of material changes in the funds’ affairs since the current prospectus, and the commitment to amend the prospectus should any material changes occur. The Commission determined that the extension would not compromise the accuracy of the information in the prospectus nor be prejudicial to the public interest.

The funds involved include Purpose Bitcoin ETF, Purpose Ether ETF, and others listed in Schedule A, such as Purpose Bitcoin Yield ETF, Purpose Ether Yield ETF, and Purpose Crypto Opportunities ETF. The decision was made under the framework of National Policy 11-203 and relies on section 4.7(1) of Multilateral Instrument 11-102 Passport System for application in multiple Canadian jurisdictions.

The Securities Commission granted an order for Nomad Royalty Company Ltd. (the Filer) to cease being a reporting issuer. The Filer, governed by the Canada Business Corporations Act, had its common shares acquired by Sandstorm Gold Ltd. (the Purchaser) through a plan of arrangement. The arrangement was approved by the Filer’s shareholders and the Superior Court of Quebec.

Post-acquisition, the Filer’s shares were delisted from multiple stock exchanges, and it was no longer required to comply with continuous disclosure requirements in the United States. The Filer had outstanding warrants, which upon exercise, entitled holders to Purchaser Shares instead of Filer Shares. The Filer was not contractually obligated to remain a reporting issuer for the warrant holders.

The Filer could not use simplified procedures for ceasing to be a reporting issuer due to the number of security holders. It had no plans for public financing or issuing new securities, except to the Purchaser or its affiliates. The Filer was in compliance with securities legislation, except for certain interim financial filings.

The order was based on the Filer’s representations and the test set out in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and related regulations. The decision was made by the principal regulator, Autorité des marchés financiers, and was also representative of the decision by the securities regulatory authority in Ontario.

The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Capgemini S.E., under certain conditions. The offering involves trades of units in a French collective shareholding vehicle (FCPE) and ordinary shares of the issuer to qualifying employees in Canada. The exemption was necessary because the offering did not meet the criteria of the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions, as the securities were offered through special purpose entities rather than directly by the issuer.

Key points of the decision include:

1. The offering is part of a global employee share ownership plan (ESOP) by Capgemini S.E., which is not a reporting issuer in Canada and has no intention of becoming one.
2. The offering is made through compartments of a French FCPE, which are subject to the supervision of the French securities regulator (Autorité des marchés financiers).
3. Canadian employees will have access to disclosure documents and will not be induced to participate by expectation of employment or continued employment.
4. The number of Canadian participants and their share ownership are de minimis, and there is no market for the issuer’s securities in Canada.
5. The exemption is subject to conditions, including that the issuer remains a foreign issuer and that the first trade of any units or shares acquired is made outside of Canada or to a person or company outside of Canada.

The relevant legislative provisions underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 25, 53, and 74(1), National Instrument 45-106 Prospectus Exemptions, National Instrument 45-102 Resale of Securities, and Ontario Securities Commission Rule 72-503 Distributions Outside Canada. The decision is time-limited and applies to subsequent offerings within five years, provided certain representations and conditions are met.

The Securities Commission has granted an exemption to Invesco Canada Ltd., allowing the consolidation of the simplified prospectus of alternative mutual funds with that of conventional mutual funds, despite existing regulations typically prohibiting such consolidation. This decision is based on the rationale that alternative mutual funds and conventional mutual funds managed by Invesco share many operational and administrative features, and consolidation would facilitate easier comparison for investors and streamline disclosure.

The exemption is granted under the condition that investors will continue to receive the required fund facts documents and that the content of these documents will not be altered due to the exemption. The decision is supported by the fact that exchange-traded funds (ETFs) are already permitted to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101 General Prospectus Requirements, suggesting that mutual funds should be afforded the same treatment.

The exemption is grounded in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure, which typically requires separate prospectuses for alternative and conventional mutual funds, and is made in accordance with the securities legislation of Ontario and the Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission, as the principal regulator, has approved the exemption, deeming it to meet the necessary legislative tests.

The Securities Commission has granted an investment fund designed for retirees, the GuardPathTM Modern Tontine 2042 Trust (the Tontine Trust), relief from the requirement that the redemption price of a mutual fund security must be the net asset value (NAV) next determined after a redemption order is received, as per subsection 10.3(1) of National Instrument 81-102 Investment Funds (NI 81-102). Instead, the Tontine Trust will pay a discounted redemption price that starts at 95% of NAV and decreases over 10 years to 50% of NAV, where it will remain until the fund’s termination in 2042. This pricing structure is key to generating the Tontine Payout, a feature of the fund’s operation in its final year.

Additionally, the commission granted relief to both the Tontine Trust and the GuardPathTM Managed Decumulation 2042 Fund (the Decumulation Fund) from certain disclosure requirements under National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 41-101 General Prospectus Requirements. This relief allows the funds to include charts in their Fund Facts and ETF Facts documents that show indicative returns, reinvested distributions, and cumulative cash payouts upon redemption, along with the assumptions behind these charts. This information is considered essential for investors to understand the risks and determine the suitability of the investment.

The relief is contingent on the Tontine Trust paying the specified Redemption Price and prominently disclosing the redemption price schedule and its impact on NAV on the cover page of the Prospectus, Fund Facts, and ETF Facts documents. The decision underscores the importance of clear, prominent disclosure to ensure investors are not misled and can make informed decisions.

The Securities Commission has granted an order for a scholarship plan to cease being a reporting issuer. The decision was based on the application submitted by Knowledge First Financial Inc. on behalf of the Heritage Plans, under the securities legislation of Ontario. The order was sought because the plan met specific criteria: it was not an OTC reporting issuer, had fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, and its securities were not traded on any public marketplace. Additionally, the plan was not in default of any securities legislation. The order was made in accordance with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relevant provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the decision was made by Darren McKall, Manager of the Investment Funds and Structured Products Branch of the Ontario Securities Commission.

The Ontario Securities Commission partially revoked a cease trade order (CTO) against Essex Oil Ltd., which had been imposed due to the company’s failure to file required annual financial statements and other continuous disclosure documents. The partial revocation allows Essex Oil to conduct a private placement to raise funds with specific accredited investors and associates to address its filing deficiencies and provide working capital.

Key points include:

– Essex Oil was cease traded for not filing audited financial statements for the year ended June 30, 2016, and subsequent annual and interim financial statements, among other required disclosures.
– The company sought to raise funds through a private placement of 75,000,000 common shares at C$0.002 each, primarily with two subscribers, to fulfill its continuous disclosure obligations and pay outstanding fees.
– The private placement is exempt from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 due to the company’s non-listed status and the transaction’s value being below $2,500,000.
– The proceeds from the private placement will be allocated to various costs, including working capital, auditor fees, legal and accounting fees, and regulatory fees.
– The partial revocation is conditional upon Essex Oil providing subscribers with a copy of the CTO and the revocation order, and obtaining signed acknowledgments that the securities will remain subject to the CTO.
– The partial revocation does not exempt Essex Oil from the prospectus requirement and will expire upon the closing of the transaction or after 60 days from the order date.

The decision is grounded in Section 144 of the Securities Act (Ontario) and follows the guidelines of National Policy 11-207 for Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The Securities Commission has granted mutual funds that are not reporting issuers a 90-day extension for filing and delivering annual financial statements and a 60-day extension for interim financial statements under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). This decision is based on the funds’ investment strategy, which involves primarily investing in Underlying Funds with different financial reporting deadlines.

Key points from the decision include:

– The mutual funds in question invest the majority of their assets in Underlying Funds, which have later financial reporting deadlines.
– The mutual funds require the financial statements from the Underlying Funds to complete their own financial statements.
– The extensions will allow the mutual funds to file and deliver their annual financial statements within 180 days of their financial year-end and their interim financial statements within 120 days of their interim period-end.
– The offering memorandum provided to securityholders must disclose the extended filing and delivery deadlines.
– The mutual funds must notify securityholders of their intention to rely on the granted relief.
– The relief is conditional on the mutual funds investing at least 25% of their assets in entities with financial reporting periods ending on December 31 and subject to certain reporting deadlines.
– The relief is also subject to the mutual funds not being reporting issuers and the Filer having the necessary registrations.
– The relief will terminate within one year of any amendment to NI 81-106 or other rule that affects the filing and delivery deadlines for mutual funds.

The decision is underpinned by sections 2.2, 2.4, 5.1(2), and 17.1 of NI 81-106, which set out the standard filing and delivery deadlines for financial statements and the conditions for exemptions. The relief is granted to ensure that the mutual funds can meet their financial reporting obligations while accounting for the timing of receiving financial information from the Underlying Funds they invest in.

The Ontario Securities Commission (OSC) has granted an order recognizing Perimeter Medical Imaging AI, Inc. as a reporting issuer in Ontario under paragraph 1(11)(b) of the Ontario Securities Act, R.S.O. 1990, c. S.5. This decision follows the company’s application and is based on several key factors:

1. Perimeter Medical Imaging AI, Inc., a company governed by the Business Corporations Act (British Columbia), is already a reporting issuer in British Columbia and Alberta following a reverse takeover of New World Resource Corp. and is listed on the TSX Venture Exchange.

2. The company has a significant connection to Ontario, with over 20% of its common shares owned by residents in the province, and maintains a Canadian office in Toronto.

3. The continuous disclosure requirements in British Columbia and Alberta, where the company is already a reporting issuer, are substantially the same as those in Ontario.

4. The company is not in default of any requirements under British Columbia or Alberta securities laws, nor is it on any lists of defaulting reporting issuers.

5. The company has committed to amending its profile on the System for Electronic Document Analysis and Retrieval (SEDAR) to indicate the OSC as its principal regulator.

The OSC’s decision to grant reporting issuer status to Perimeter Medical Imaging AI, Inc. in Ontario is based on the assessment that doing so would not be prejudicial to the public interest. The order was issued on August 24, 2022.

The Securities Commission has granted an application for an issuer to cease being a reporting issuer under the securities legislation of British Columbia and Ontario. The issuer met the criteria for ceasing to be a reporting issuer, as it had fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide, its securities were not traded on any marketplace, and it was not in default of any securities legislation. The decision was supported by the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and was made in accordance with section 88 of the Securities Act (R.S.B.C. 1996, c. 418). The British Columbia Securities Commission acted as the principal regulator, and the order also represented the decision of the securities regulatory authority in Ontario.

The Securities Commission has revoked a cease trade order against an issuer after the issuer remedied its previous failure to file required continuous disclosure materials. The initial cease trade order was issued due to the issuer’s non-compliance with filing audited financial statements, management’s discussion and analysis (MD&A), and related certifications for the year ended November 30, 2015, as mandated by Ontario securities law.

The issuer subsequently addressed the defaults by updating its continuous disclosure filings, including annual audited financial statements for the years ended November 30, 2015, to November 30, 2021, interim unaudited financial statements, MD&A, and other required certifications and disclosures. However, certain interim financial statements and related disclosures from February 29, 2016, to August 31, 2019, remain unfiled.

Despite these outstanding filings, the issuer has met all other continuous disclosure obligations and paid all necessary fees. The issuer has also provided undertakings to hold an annual shareholder meeting within three months and not to engage in specific types of transactions without complying with prospectus requirements and obtaining regulatory approval.

The decision to revoke the cease trade order is based on the issuer’s remedial actions and the determination that revoking the order would not be prejudicial to the public interest. The revocation is supported by section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer is expected to issue a news release and file a material change report upon revocation of the order.

The Securities Commission has granted an exemption to a group of mutual funds, collectively referred to as the Top Funds, managed by ATB Investment Management Inc. This exemption allows the Top Funds to retain their existing investments in the BlackRock CDN US Equity Index Fund (Underlying Pooled Fund), which is not a reporting issuer and therefore not subject to certain regulations that typically apply to investments made by mutual funds.

The exemption was sought because the Top Funds have unrealized capital gains in the Underlying Pooled Fund and wish to avoid triggering taxable events and incurring costs associated with selling and reinvesting these assets. The Top Funds will not make additional investments in the Underlying Pooled Fund but may continue to hold their current investments until it is deemed in their best interest to sell.

The decision is based on the condition that the Top Funds comply with the investment objectives and strategies and provide full disclosure as required for mutual funds investing in other funds. Additionally, the Top Funds must dispose of their investments in the Underlying Pooled Fund if it ceases to comply with certain parts of NI 81-102 or NI 81-106, which govern investment funds and their continuous disclosure requirements.

The exemption is granted under the authority of National Instrument 81-102 Investment Funds, specifically paragraphs 2.5(2)(a) and 2.5(2)(c), and is subject to the conditions outlined above. The decision was made by the Alberta Securities Commission, acting as the principal regulator, and is also recognized by the securities regulatory authority in Ontario.

The Securities Commission granted exemptive relief to an issuer and an equity line purchaser from certain registration and prospectus requirements in connection with a committed equity facility arrangement. The issuer, a public company, entered into an equity purchase agreement with the purchaser, who may act as an underwriter, to potentially distribute up to $180 million of the issuer’s shares over a 37-month period. The exemption allows the issuer to sell shares at a discount to market price without the usual prospectus delivery and allows the purchaser to act without registration as a dealer or underwriter.

The key conditions of the relief include:

1. The issuer’s distribution of shares under the agreement cannot exceed 19.9% of its outstanding shares in any 12-month period.
2. The issuer must have an active base shelf prospectus at the time of each share distribution notice.
3. The issuer and purchaser must comply with specific representations related to the prospectus disclosure, registration, and prospectus delivery requirements outlined in the decision.

The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments, including National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions, and other applicable regulations. The relief is subject to terms and conditions and will terminate 37 months and one day from the date of the decision.

The Securities Commission has decided to revoke a dual cease trade order (CTO) against an issuer that was previously sanctioned for failing to file required continuous disclosure materials. The issuer has since rectified the defaults by updating their continuous disclosure filings. This decision was made in accordance with the Securities Act and National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the consensus of both the British Columbia Securities Commission, acting as the principal regulator, and the Ontario Securities Commission. The outcome allows the issuer to resume trading under the securities legislation of both British Columbia and Ontario.

The Securities Commission granted an exemption to a special purpose acquisition corporation (the Filer) from certain requirements related to restricted securities under National Instrument 41-101 General Prospectus Requirements (NI 41-101) and from restricted share requirements under Ontario Securities Commission Rule 56-501 (OSC Rule 56-501). These exemptions are in connection with the Filer’s potential future qualifying transaction, which will result in the conversion of Class A Restricted Voting Shares into Subordinate Voting Shares and Class B Shares into Proportionate Voting Shares (PV Shares).

The exemptions were granted under the following conditions:

1. For the Prospectus Eligibility Exemption:
– The representations made by the Filer regarding the nature of the PV Shares and their voting rights, conversion rights, and entitlements upon liquidation must continue to apply.
– The Filer must not have any restricted securities issued and outstanding other than the Subordinate Voting Shares.
– The Qualifying Transaction Prospectus and any future prospectuses must include disclosure consistent with the Filer’s representations.
– Any offering of restricted securities must comply with section 12.3 of NI 41-101 unless it involves Subordinate Voting Shares, PV Shares, or securities convertible into or exchangeable for them.

2. For the OSC Rule 56-501 Withdrawal Exemption:
– The representations made by the Filer regarding the nature of the PV Shares and their voting rights, conversion rights, and entitlements upon liquidation must continue to apply.
– The Filer must not have any restricted shares issued and outstanding other than the Subordinate Voting Shares.
– Any stock distribution of restricted shares must comply with section 3.2 of OSC Rule 56-501 unless it involves Subordinate Voting Shares, PV Shares, or securities convertible into or exchangeable for them.

The decision was made by the Ontario Securities Commission, which is the principal regulator for this application, and the exemptions apply in multiple jurisdictions where the Filer is a reporting issuer. The exemptions are subject to the Filer’s compliance with the conditions set out in the decision.

The Ontario Securities Commission granted a 90-day extension to SEI Investments Canada Company (the Filer) for the filing and delivery of annual financial statements for mutual funds (Top Funds) that are not reporting issuers. The Top Funds, which invest primarily in underlying funds (Underlying Funds) with various international financial reporting deadlines, faced challenges in meeting the standard 90-day deadline set by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

The exemption was granted under the condition that at least 25% of the Top Funds’ assets at the financial year-end of June 30 are invested in Underlying Funds with the same fiscal year-end and are required by their jurisdiction’s laws to deliver financial statements within 120 days post their fiscal year-ends. Additionally, the Top Funds must inform investors of the extended 180-day deadline for the delivery of audited financial statements, subject to regulatory approval, and notify them of the reliance on the granted relief.

The relief is contingent upon the Filer’s compliance with specific conditions, including organizational and operational registrations in Canada, and is subject to termination within one year of any amendment to NI 81-106 or related rules affecting the filing and delivery requirements for mutual funds.

The Securities Commission has granted an application by CI Investments Inc. for exemption from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the specified funds to invest a larger portion of their net assets in debt securities issued or guaranteed by foreign governments or supranational agencies, subject to certain conditions. Specifically, the funds may invest up to 20% of net assets in AA-rated securities and up to 35% in AAA-rated securities of any one issuer, beyond the standard 10% limit.

The decision includes revoking previous similar exemptions granted to certain funds and is contingent on the funds’ investment objectives allowing for a majority investment in fixed income securities, including those of foreign governments. The funds must also disclose the associated risks and the terms of the exemption in their prospectus.

The exemption is based on the belief that it will provide the funds with more flexibility and favorable prospects, aligning with their fundamental investment objectives and benefiting investors. The decision is supported by the funds’ compliance with securities legislation and their prospectus disclosure requirements.

The Ontario Securities Commission is the principal regulator, and the decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System for other Canadian jurisdictions.

The Securities Commission has granted an order for Imperial Helium Corp. to cease being a reporting issuer. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission acting as the principal regulator. The company confirmed it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in any Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any public marketplace. Additionally, the company is not in default of any securities legislation. The order was made in accordance with the test set out in the applicable legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended.

The Securities Commission has granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP as stipulated by section 3.2 of National Instrument 52-107. Instead, the filer is permitted to use U.S. GAAP, subject to conditions. This exemption supersedes a previous relief granted in 2018 and will remain effective until the earliest of January 1, 2027, the date the filer ceases to have rate-regulated activities, or the date a new IFRS standard for rate-regulated entities becomes mandatory. The decision is based on the filer’s need for continuity and sufficient time to transition to IFRS once the new standard is finalized by the IASB. The exemption applies to financial statements filed after the order date and is contingent on the filer’s continued engagement in rate-regulated activities. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission as the Principal Regulator and is also applicable to other Canadian jurisdictions through the Passport System.

The Ontario Securities Commission granted an exemption to two exchange-traded alternative mutual funds from the concentration restriction in section 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to pursue their investment objectives of obtaining leveraged exposure to the Solactive Equal Weight Canada Banks Index, which comprises the six largest Canadian banks by market capitalization. The exemption is subject to conditions, including adherence to the funds’ stated investment objectives, daily leverage reset, and rebalancing strategy, as well as specific disclosure requirements in the funds’ prospectus regarding the exemption and associated concentration risks. The decision is based on the rationale that the funds’ investment strategy is transparent, passive, and fully disclosed, and that the constituent banks are highly liquid securities on the Toronto Stock Exchange. The exemption is conditional upon the funds maintaining compliance with their investment objectives and strategies, and providing appropriate disclosures in their prospectus.

The Ontario Securities Commission granted an exemption to extend the distribution period for securities of two investment funds managed by Mackenzie Financial Corporation by 103 days. This decision was made due to an administrative oversight that led to the failure of filing a pro forma prospectus within the required timeline, causing the funds’ prospectus to lapse.

The exemption is contingent upon providing investors who purchased fund securities after the lapse date with a 90-day cancellation right. This right allows affected investors to cancel their purchases and receive a full refund of the purchase price and associated fees. The funds’ manager must inform these investors of their rights within 10 days of the decision.

The decision is based on the understanding that there have been no material changes in the funds’ affairs since the last prospectus and that the current prospectus still provides accurate information. The relief is granted under the condition that it will not be prejudicial to the public interest and is in accordance with the Securities Act (Ontario), specifically section 147.

The Ontario Securities Commission (OSC) has granted an exemption to a group of applicants, including Bank of Montreal (BMO) and its various subsidiaries, from certain trading restrictions during the period when BMO is acquiring Radicle Group Inc. This exemption is pursuant to section 5.1 of OSC Rule 48-501, which concerns trading during distributions, formal bids, and share exchange transactions.

The key points of the decision are as follows:

1. The applicants sought relief from trading restrictions imposed by section 2.2 of OSC Rule 48-501, which would otherwise limit their ability to trade shares of BMO (Shares) during the issuer-restricted period associated with the distribution of Shares as consideration for the acquisition of Radicle Group Inc.

2. The exemption applies to various entities within the BMO group, including asset managers, fund managers, plan facilitators, trustees, custodians, securities lending agents, restricted dealers, non-restricted dealers, and BMO itself, in relation to their respective roles and activities.

3. The exemption allows these entities to continue their ordinary course of business activities, such as managing client accounts, facilitating employee share ownership plans, providing custody services, conducting securities lending and borrowing, and engaging in market making and trading facilitation.

4. The exemption is conditional on the Shares meeting the requirements to be considered a highly liquid security at the time of the activities.

5. The decision is based on representations made by the applicants regarding their regulatory status, the nature of their business activities, and the potential impact of the trading restrictions on their operations and fiduciary duties.

6. The OSC determined that granting the exemption would not be prejudicial to the public interest.

The decision underscores the OSC’s ability to provide relief from its rules when it is satisfied that doing so would not harm the public interest and would allow entities to fulfill their business obligations and responsibilities effectively.

The Securities Commission has granted an order for Mangazeya Mining Ltd. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the authority of the Securities Act (Ontario) and was based on several key findings:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the company met the legislative requirements to cease being a reporting issuer, in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was issued on August 9, 2022, and the file number is 2022/0323.

The Securities Commission has granted an exemption to a Canadian dealer from the prospectus requirement for the distribution of over-the-counter (OTC) foreign exchange contracts to investors in certain jurisdictions, subject to specific terms and conditions and a four-year sunset clause. The dealer is registered as an investment dealer across all provinces and is a member of the Investment Industry Regulatory Organization of Canada (IIROC).

The exemption allows the dealer to distribute OTC foreign exchange contracts by providing investors with a clear and plain language risk disclosure document instead of a prospectus. This document is substantially similar to the risk disclosure required for recognized options under OSC Rule 91-502 and aligns with the regulatory approach in Quebec under the Quebec Derivatives Act.

The relief is contingent upon the dealer’s continued registration as an investment dealer, membership in IIROC, and adherence to IIROC rules and acceptable practices. The dealer must also provide the risk disclosure document to clients before their first transaction and obtain written acknowledgment of their understanding of the risks.

The decision is based on the recognition that the prospectus requirement may not be well-suited for certain derivative products and that alternative requirements, such as risk disclosure, may be more appropriate. The exemption aims to harmonize the regulatory approach across jurisdictions and is consistent with the guidelines in OSC Staff Notice 91-702.

The exemption is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53 and 74(1), and is informed by OSC Rules 91-502 and 91-503, as well as the proposed but not adopted OSC Rule 91-504 OTC Derivatives. The decision was made on August 4, 2022, by the Ontario Securities Commission, serving as the principal regulator for this application.

The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against Medifocus Inc., a medical device company, under section 144 of the Securities Act (Ontario). The original CTO was issued due to Medifocus’s failure to file required financial documents, including audited annual financial statements, interim financial statements, management’s discussion and analysis, and related certifications.

Medifocus applied for the partial revocation to proceed with a reorganization plan under the Companies’ Creditors Arrangement Act (CCAA). The OSC’s decision allows for specific trades related to the reorganization, subject to conditions, including the provision of certain documents to Asset Profits Limited (APL), the party involved in the reorganization, and the acknowledgment that all securities will remain under the CTO until a full revocation is granted.

The reorganization plan includes APL subscribing for new shares in exchange for forgiving a debt, a share consolidation, and the cancellation of existing securities, making APL the sole shareholder. The OSC’s partial revocation is contingent on compliance with the order and will expire upon the completion of the transaction or after 60 days from the date of the order. The decision is based on the OSC’s satisfaction that the partial revocation meets the legislative test and is in accordance with the Securities Act and related policies.

The Securities Commission granted an exemption to a fund from certain requirements under National Instruments 81-102, 81-101, and 81-106, allowing the fund to include past performance data in sales communications and regulatory documents, even though this data pertains to a period before the fund was a reporting issuer. The exemption was granted on the condition that the fund did not materially deviate from investment restrictions and practices of NI 81-102 during the non-reporting period, and that its expenses were not significantly different from those of a reporting fund. The fund must disclose that the past performance data is from a non-reporting period and that expenses would have been higher if it had been a reporting issuer. Additionally, the fund must make its financial statements available for all periods for which it uses past performance data.

The fund also received relief from purchase and redemption restrictions to allow for consolidated monthly processing of orders, provided that this structure is described in the fund’s prospectus and fund facts documents.

Furthermore, the fund was exempted from short selling and borrowing restrictions, allowing it to short sell securities and borrow cash up to 100% of its net asset value (NAV), rather than the standard 50% limit. This is subject to the overall leverage limit of 300% of the fund’s NAV and provided that the fund complies with other applicable requirements and discloses the material terms of the relief to investors.

Lastly, the fund obtained an exemption from custodial requirements for short sale collateral, permitting it to deposit portfolio assets with a single borrowing agent that is not the fund’s custodian or sub-custodian, under certain conditions.

The exemptions are contingent upon the fund’s adherence to specific disclosure and operational conditions outlined by the Securities Commission, ensuring that the fund’s practices remain transparent and in the best interests of investors.

The Securities Commission has granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP as stipulated in section 3.2 of National Instrument 52-107. Instead, the filer is permitted to use U.S. GAAP, subject to conditions. This exemption supersedes a previous exemption granted in 2018, which was set to expire no later than January 1, 2024.

The filer, a subsidiary of TC Energy Corporation, is not an SEC issuer but has been using U.S. GAAP since 2012 due to its rate-regulated activities. TC Energy and its subsidiary, TCPL, also prepare their financial statements in U.S. GAAP, and the filer’s financials are consolidated with theirs.

The exemption is contingent on the International Accounting Standards Board (IASB) not implementing a mandatory standard for entities with rate-regulated activities. If such a standard is introduced, the filer would need time to transition to IFRS as per Canadian GAAP.

The exemption will remain in effect until the earliest of January 1, 2027, the filer ceasing to have rate-regulated activities, or two years after the IASB publishes a final version of a mandatory standard for rate-regulated entities, should that occur. The decision is based on the filer’s representations and the test set out in the applicable securities legislation.

The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) that was initially issued against Sunniva Inc. due to the company’s failure to file certain continuous disclosure documents. The partial revocation was requested by KPMG Inc., acting as the court-appointed receiver and manager for Cura-Can Health Corp. and The Clinic Network Canada Inc., to allow the sale of Sunniva shares held by Cura-Can to Avonlea-Drewry Holdings Inc. (ADH) as part of a debt reduction agreement.

The CTO was originally issued on June 22, 2020, and partially revoked on April 26, 2021, to allow Sunniva to issue shares to unsecured creditors under a plan of compromise and arrangement pursuant to the Companies’ Creditors Arrangement Act (CCAA). Cura-Can, which holds approximately 6.3% of Sunniva’s shares, defaulted on a loan from ADH, leading to the appointment of KPMG Inc. as the receiver.

The OSC’s decision to partially revoke the CTO was based on several factors, including ADH’s status as a sophisticated investor, the absence of undisclosed material information about Sunniva, and the understanding that the shares would remain subject to the CTO post-sale. The sale is conditional on the partial revocation of the CTO and is not contingent on a full revocation.

The OSC’s order, made under subsection 144(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended, stipulates that KPMG Inc. must provide ADH with copies of the CTO and the partial revocation order and obtain a signed acknowledgment from ADH regarding the ongoing effect of the CTO before the sale can proceed. The OSC made this decision on July 29, 2022, concluding that the partial revocation would not be prejudicial to the public interest.

The Ontario Securities Commission granted exemptive relief to the Province of Ontario, as represented by the Minister of Energy, and various provincial government entities (collectively referred to as Non-Aggregated Holders) from certain requirements under securities legislation. This relief pertains to the take-over bid, early warning, insider reporting, and control block distribution requirements concerning their investments in Hydro One Limited, Hydro One Inc., and Hydro One Holdings Limited.

The relief is conditional on the independence of investment decisions regarding these entities, ensuring that no joint actions or influence over decisions occur among the Non-Aggregated Holders. The relief also stipulates compliance with other applicable securities laws and reporting obligations, albeit with the ability to treat their holdings separately from other Non-Aggregated Holders.

The decision is based on the understanding that the Non-Aggregated Holders, including the Minister of Energy, make investment decisions independently and not with the intent to control Hydro One. It acknowledges that aggregating their holdings could hinder the Minister of Energy’s public mandate and the investment activities of other Non-Aggregated Holders.

The granted relief is subject to a sunset provision, which will terminate the relief after five years or if the Non-Aggregated Holder becomes subject to substantially similar disclosure requirements that necessitate aggregation of holdings.

The decision is underpinned by various securities regulations, including the Securities Act (Ontario), National Policy 11-203, National Instrument 51-102, National Instrument 62-103, and National Instrument 62-104. Erin O’Donovan, Acting Manager of Corporate Finance, and David Mendicino, Manager of the Office of Mergers & Acquisitions, both from the Ontario Securities Commission, rendered the decision.

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

The decision was based on several key representations by the issuer:

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

The principal regulator concluded that the issuer met the legislative requirements to cease being a reporting issuer and thus granted the order.

The Securities Commission has granted an order for Merrill Lynch Financial Assets Inc. to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. The decision is based on several key factors:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary criteria outlined in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and is supported by the provisions of Multilateral Instrument 11-102 – Passport System.

The Securities Commission granted an exemption to a group of investment funds managed by Canada Life Investment Management Ltd. from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the funds to invest more than 10% of their net assets in debt securities issued or fully guaranteed by foreign governments or supranational agencies, subject to certain conditions.

The exemption is based on the belief that such investments will help the funds achieve their investment objectives and benefit investors. The funds are permitted to invest up to 20% of their net assets in AA-rated foreign government securities and up to 35% in AAA-rated securities. These investments must be consistent with the funds’ fundamental investment objectives and traded on mature and liquid markets.

The funds’ prospectuses must disclose the risks associated with the concentration of assets and the nature and terms of the exemption, including the conditions imposed and the types of securities covered.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption was granted with the understanding that the funds would adhere to the conditions set forth to ensure investor protection and the integrity of the market.

The Securities Commission has granted an order for Questex Gold & Copper Ltd. to cease being a reporting issuer in Canada. This decision is based on the company’s application and the following key points:

1. Questex Gold & Copper Ltd. is not an OTC reporting issuer.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. The company’s securities are not traded on any public marketplace or facility in Canada or internationally.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status.
5. The company is not in violation of any securities legislation in any jurisdiction.

The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. The company’s compliance with Multilateral Instrument 11-102 Passport System was noted in the application process. The outcome is that Questex Gold & Copper Ltd. is no longer a reporting issuer and is relieved from the associated reporting obligations.

The Ontario Securities Commission (OSC) granted an Ontario corporation, Fractionvest Inc., exemptive relief from the requirement to register as a dealer under Ontario securities legislation. This decision allows the company to conduct a time-limited pilot test of its innovative business model, which involves using blockchain technology to tokenize and offer fractional ownership in a real estate asset.

The pilot test will focus on a single property in the Greater Toronto Area and will be available to a limited number of accredited investors who complete the company’s onboarding process. The property will be owned by a special purpose vehicle (SPV), structured as a limited partnership, with token holders becoming limited partners. These token holders will receive distributions of rental income, less expenses.

The OSC’s decision is based on the recognition of the growth in tokenized real estate businesses and the need to facilitate innovation while protecting investors. The relief is granted under section 25 of the Securities Act (Ontario) and is subject to several conditions, including:

– The pilot test is limited to one property and 100 investors.
– Only accredited investors can participate.
– The maximum investment per investor is $150,000.
– The Filer must deal fairly, honestly, and in good faith with investors.
– Funds received for token purchases must be held in escrow until the offering amount is raised or the offering period ends.
– The Filer cannot facilitate secondary trading of tokens or list them on a marketplace.
– Investors have a two-day right of withdrawal and a minimum hold period of two years for the tokens.
– The Filer must maintain a centralized register of token holders and provide an offering memorandum to investors.
– The Filer must submit an application to become registered within 9 months from the date of the decision.

The relief expires 18 months from the date of the decision or when the Filer becomes registered, whichever comes first. The decision is supported by various instruments, including National Instrument 45-106 Prospectus Exemptions, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and Ontario Securities Commission Rule 72-503 Distributions Outside of Canada.

The Securities Commission has decided to grant an exemption to Picton Mahoney Asset Management (PMAM), the investment fund manager of the Picton Mahoney Fortified Core Bond Fund, from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This subsection typically prohibits the filing of a prospectus more than 90 days after the receipt date of the preliminary prospectus. The exemption is conditional upon the prospectus being filed no later than November 9, 2022. This decision is based on the information and representations provided in PMAM’s application and is intended to facilitate the issuance of a receipt for the Fund’s prospectus. The regulatory framework for this exemption is section 6.1 of NI 81-101, which allows for exemptive relief applications in certain circumstances.

The Alberta Securities Commission, acting as the principal regulator under the Multilateral Instrument 11-102 Passport System, granted Frontera Energy Corporation (the Filer) an exemption from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) in connection with its proposed purchase of a portion of its outstanding common shares through a formal issuer bid (the Offer).

The exemptions granted are from:
1. The Proportionate Take Up Requirement (Section 2.26 of NI 62-104), which mandates that shares deposited pursuant to the Offer must be taken up and paid for on a pro rata basis.
2. The Proportionate Take Up Disclosure Requirement (Item 8 of Form 62-104F2), which requires disclosure of the pro rata take up and payment in the issuer bid circular.
3. The Extension Take Up Requirement (Section 2.32 of NI 62-104), which prohibits extending the Offer unless all shares deposited and not withdrawn are first taken up if all terms and conditions have been complied with or waived.

The Filer’s Offer involves a modified Dutch auction with a specified maximum purchase price of $65 million and a price range of $11.00 to $13.00 per share. The Offer is not conditional on financing and will be funded from available cash on hand. Shareholders can tender their shares through an auction tender, a purchase price tender, or a proportionate tender. The purchase price will be determined after considering all valid tenders, with provisions for odd lot tenders and pro rata purchases if the aggregate purchase price exceeds the specified maximum.

The Filer’s board has determined the Offer to be in the best interests of the company. The Filer may extend the Offer without taking up all shares if the aggregate purchase price for validly tendered shares is less than or equal to the specified maximum. The Filer intends to rely on the Liquid Market Exemption from the formal valuation requirements under Multilateral Instrument 61-101, supported by a liquidity opinion confirming a liquid market for the shares.

The exemption is conditional on the Filer taking up and paying for shares as described and being eligible to rely on the Liquid Market Exemption. The decision is based on the Filer’s representations and is consistent with the test set out in the applicable securities legislation.

The Securities Commission has granted an order for Plus Products Inc. (the Filer) to cease being a reporting issuer in Canada. This decision is based on the application submitted by the Filer and is supported by various facts and circumstances:

1. The Filer underwent a merger with Glass House Brands Inc. and Plus Products Holdings Inc., resulting in the Purchaser becoming the sole securityholder.
2. All outstanding securities of the Filer were cancelled or settled post-merger, and the Filer Shares were delisted from the Canadian Securities Exchange.
3. The Filer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading on any marketplace.
4. The Filer has no plans for public financing and is not in default of securities legislation, except for failing to file certain financial statements and related documents due to the timing of the merger.
5. Despite not being eligible for the simplified procedure due to the filing failure, the Filer would have qualified if not for this issue.

The order is supported by the relevant laws and regulations, including the Securities Act (R.S.O. 1990, c. S.5, as amended) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the position of the securities regulatory authority in Ontario.

The Securities Commission has granted an application by a company (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points:

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

The decision was made in accordance with the securities legislation of the relevant Canadian jurisdictions, specifically referencing the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The order confirms that the Filer has met the legislative criteria to cease being a reporting issuer, and the Securities Commission has approved the request.

The Securities Commission has granted an order for Starlight Capital Corporation (formerly Stone Investment Group Limited) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the following key points:

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

The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the company’s adherence to the conditions outlined in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, concluded that the company met the legislative requirements to cease being a reporting issuer.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against Pine Valley Mining Corporation. The initial order, which prohibited trading of the company’s securities, was put in place due to regulatory concerns and was meant to apply broadly to all trading activities.

Upon review, the OSC recognized that the existing restrictions placed Ontario resident shareholders at a disadvantage compared to those in foreign markets who could still trade. In light of this and the harmonization of policies under National Policy 11-207, which allows for certain carve-outs, the OSC concluded that it would not be against the public interest to vary the order.

The variation permits beneficial shareholders who are neither insiders nor control persons to sell their securities outside of Canada, provided the sales are made through a foreign organized regulated market and through an investment dealer registered in Canada in accordance with applicable securities laws.

This decision is grounded in Section 144(1) of the Ontario Securities Act, which allows for the variation or revocation of cease trade orders under certain conditions. The outcome aims to balance regulatory enforcement with fairness to shareholders, ensuring that those not responsible for the company’s regulatory issues are not unduly penalized. The variation order was issued on July 19, 2022.

The Securities Commission granted an order for Gamesys Group Limited to cease being a reporting issuer under applicable securities laws. This decision was based on the company’s application and the following key points:

1. Gamesys Group Limited is incorporated in England and Wales and is a reporting issuer in Ontario, British Columbia, Alberta, Quebec, and New Brunswick.
2. The company’s Canadian head office is in Toronto, Ontario.
3. Bally’s Corporation acquired all issued and outstanding shares of Gamesys through an arrangement that became effective on October 1, 2021, making Bally’s the sole securityholder.
4. Gamesys shares were removed from the London Stock Exchange on October 4, 2021.
5. The company’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
6. No Gamesys securities are traded on any public marketplace.
7. Gamesys does not intend to seek public financing and is not in default of any securities legislation except for continuous disclosure obligations post-Arrangement.
8. The company could not use the simplified procedure for ceasing to be a reporting issuer due to its default in filing continuous disclosure documents.

The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision was supported by the fact that Gamesys met the legislative requirements for ceasing to be a reporting issuer.

The Securities Commission granted an exemption to certain investment funds, allowing them to invest in unregistered fixed income securities beyond the usual illiquid asset restrictions. These funds, which are qualified institutional buyers under the U.S. Securities Act of 1933, can now invest in securities traded under Rule 144A, provided they meet specific conditions.

The key regulations involved are National Instrument 81-102 Investment Funds (NI 81-102), which sets the standard for illiquid assets, and Rule 144A of the U.S. Securities Act of 1933, which allows certain unregistered securities to be traded among qualified institutional buyers.

The decision was based on the reasoning that the market for Rule 144A securities is mature and liquid, and that these securities can be readily traded among qualified institutional buyers without holding periods. This liquidity aligns with the core principle of mutual funds, which is to allow investors to redeem securities on demand.

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

The outcome allows these funds to access a broader range of investment opportunities in the fixed income market, potentially benefiting the funds and their investors without compromising investor protection or market integrity.

The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid, under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). The issuer, conducting an issuer bid via a modified Dutch auction, sought relief to potentially extend the bid if it was undersubscribed without first taking up all validly deposited securities. This exemption was necessary because the purchase price per share could only be calculated after knowing all tenders, which would not be possible if securities had to be taken up before any extension.

The exemption was granted subject to conditions, including that the issuer must take up and pay for the securities in the manner described in their circular, be eligible for the Liquid Market Exemption, and comply with U.S. Securities Exchange Act Rule 13e-4 and Regulation 14E.

The issuer’s bid was to purchase up to US$400,000,000 of its common shares, with the price range set between US$8.75 and US$10.25 per share. The decision was based on the issuer’s representations, including the belief that the bid would provide value to shareholders and that the current trading price did not reflect the company’s value. The issuer also confirmed it would not extend the bid if the aggregate purchase price of the shares tendered met or exceeded the maximum purchase amount by the expiration date.

The Ontario Securities Commission was the principal regulator for the application, and the issuer intended to rely on section 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The decision was made considering the issuer’s compliance with relevant securities legislation and the potential benefits to shareholders.

The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid, as outlined in subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This decision was made in connection with the issuer’s modified Dutch auction procedure for repurchasing a portion of its outstanding common shares.

The issuer, a reporting issuer in Ontario and a foreign private issuer in the United States, proposed to buy back up to US$400,000,000 of its common shares at a price range of US$8.75 to US$10.25 per share. The issuer intended to fund the buyback from available cash on hand and believed the repurchase would provide value to shareholders and was in the best interests of the company.

The exemption was necessary because the issuer could not determine the purchase price per share until all tenders were known, which would not be possible until after the potential extension of the offer. Without the exemption, the issuer would be unable to extend the offer if it was undersubscribed, as the rules would require it to first take up all securities deposited and not withdrawn.

The exemption was granted subject to conditions that the issuer takes up and pays for the deposited shares as described in the offer circular, remains eligible for the Liquid Market Exemption under Multilateral Instrument 61-101, and complies with the requirements of U.S. securities laws applicable to the offer. The decision was made by the Ontario Securities Commission, which served as the principal regulator, and the exemption was to be relied upon in multiple Canadian jurisdictions.

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

1. Redline Communications Group Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 holders worldwide.
3. No securities of the company are traded on any public marketplace or facility in Canada or elsewhere that reports trading data.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it holds this status.
5. The company is not in default of any securities legislation in any jurisdiction.

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the relevant legislation for such an order to be granted. The Ontario Securities Commission, acting as the principal regulator, has approved the application, relying on the Process for Cease to be a Reporting Issuer Applications and Multilateral Instrument 11-102 – Passport System for other Canadian jurisdictions.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it had this status. This decision is based on the issuer meeting specific criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities are not traded on any public marketplace, it has requested to cease being a reporting issuer, and it is not in default of any securities legislation. The decision is supported by the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and is consistent with National Policy 11-206 and Multilateral Instrument 11-102. The Ontario Securities Commission, acting as the principal regulator, has determined that the issuer has met the necessary conditions to cease being a reporting issuer.

The Securities Commission has granted an exemption to investment funds managed by SLGI Asset Management Inc. (SLGI) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption pertains to investments in unregistered fixed income securities, known as 144A Securities, which are traded under Rule 144A of the United States Securities Act of 1933.

The exemption allows funds that are qualified institutional buyers (QIBs) to purchase 144A Securities without these securities being considered “illiquid assets” under NI 81-102. Normally, public resales of 144A Securities to non-QIBs are subject to holding periods, which could classify them as illiquid. However, the exemption recognizes that QIBs can trade these securities freely among themselves without holding periods, indicating a level of liquidity not reflected by the standard definition.

The decision is based on several conditions:
1. The purchasing fund must be a QIB at the time of purchase.
2. The 144A Securities must not be illiquid under part (a) of the definition in NI 81-102.
3. The securities must be traded on a mature and liquid market.
4. The funds must disclose in their prospectus that they have obtained this exemption.

The rationale for the exemption includes the growth and liquidity of the 144A Securities market, the ability of QIBs to trade these securities freely, and the potential for these investments to benefit the funds and their investors. The Commission concluded that granting the exemption would not be prejudicial to the public interest.

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

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

The decision was made under the authority of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer. The outcome is that the Filer is no longer subject to the reporting obligations that apply to public companies in Canada.

The Securities Commission granted exemptive relief to SLGI Asset Management Inc. (SLGI), Sun Life Capital Management (Canada) Inc. (SLC), and their affiliated funds (collectively, the Filers) from certain conflict of interest investment restrictions and reporting requirements under the Securities Act (Ontario) and National Instrument 31-103, as well as from self-dealing restrictions. This relief allows public and private investment funds managed by the Filers to invest in related underlying investments that are not reporting issuers.

Key points of the decision include:

1. Relief from the prohibition against an investment fund becoming a substantial securityholder in a related person or company, or investing in an issuer where an officer, director, or substantial securityholder of the fund has a significant interest.

2. Exemption from the requirement for registered advisers to disclose to clients and obtain their written consent before investing in securities of issuers where a responsible person or associate is a partner, officer, or director.

3. Relief from the obligation to report every transaction of purchase or sale of securities with any related person or company.

4. Permission for public investment funds to invest in related underlying private funds that are not reporting issuers and not subject to National Instrument 81-102.

The relief is subject to several conditions, including compatibility of investments with the funds’ objectives, compliance with illiquid asset restrictions, no duplication of fees, and disclosure to investors. The funds must also adhere to certain investment limits and obtain approval from their independent review committees for such investments.

The decision is based on the understanding that these investments will provide efficient and cost-effective portfolio diversification, and that the funds will gain access to the investment expertise and strategies of the underlying investments’ managers. The relief is granted with the expectation that the investments will be made in the best interests of the funds and their investors.

The Securities Commission has granted an alternative mutual fund exemption from certain restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The fund sought to exceed the standard 50% of net asset value (NAV) limit on short selling and cash borrowing, aiming to reach up to 100% of its NAV for these activities. The exemption is contingent on the fund adhering to a total leverage limit of 300% of its NAV when combining short selling, cash borrowing, and specified derivatives transactions.

The fund must still comply with other requirements of NI 81-102 related to short selling and cash borrowing, ensure consistency with its investment objectives and strategies, and disclose the terms of the exemption in its investor materials. If the exemption materially changes the fund’s risk rating, the fund will follow applicable securities legislation requirements.

This decision revokes a prior order and includes the Pender Alternative Absolute Return Fund (PAARF) and Pender Alternative Arbitrage Plus Fund (PAAF+), as well as any future funds managed by the filer. The British Columbia Securities Commission is the principal regulator, and the decision also applies to Ontario and other Canadian jurisdictions through the Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission (OSC) granted consent to Gensource Potash Corporation (the Applicant) to continue from the jurisdiction of Ontario to Saskatchewan under the Business Corporations Act (Saskatchewan). This decision was made in accordance with Section 181 of the Business Corporations Act (Ontario) and subsection 21(b) of Ontario Regulation 398/21.

The Applicant, initially formed in Alberta and later re-incorporated in Ontario, sought to relocate its corporate records office to Saskatchewan, where its head office and primary assets, including a potash project, are situated. The company is an offering corporation and a reporting issuer in multiple Canadian provinces, with Saskatchewan as its principal regulator.

The OSC’s consent followed the Applicant’s compliance with relevant corporate and securities legislation, absence of defaults or proceedings under these laws, and overwhelming shareholder approval for the move, obtained during a special meeting where 98.689% of votes supported the resolution.

The OSC determined that the continuance would not be prejudicial to the public interest, noting that the rights, duties, and obligations under the Saskatchewan legislation are substantially similar to those in Ontario. The consent was officially given on June 29, 2022.

The Securities Commission granted exemptions to a corporation with a dual-class share structure from certain requirements under the securities legislation. This structure was created to maintain the corporation’s status as a foreign private issuer under U.S. securities laws. The exemptions allow the corporation to calculate ownership and voting thresholds by combining its two classes of shares—Common Shares and Variable Voting Shares—rather than on a per-class basis. These shares are inter-convertible based on the shareholder’s residency status and have identical economic attributes.

Key exemptions include:

1. Take-Over Bid Relief (TOB Relief): The corporation is exempt from the requirements in Part 2 of NI 62-104 when calculating the 20% threshold for triggering a take-over bid.

2. Early Warning Relief: The corporation is exempt from the early warning requirements in section 5.2 of NI 62-104, allowing it to calculate ownership thresholds by combining both classes of shares.

3. News Release Relief: The corporation is exempt from the requirement to issue and file a news release under section 5.4 of NI 62-104 when acquiring a 5% ownership during a take-over or issuer bid.

4. Alternative Disclosure Relief: The corporation can disclose information about significant shareholders in its information circular based on the combined total of both classes of shares.

5. Nomenclature Relief: The corporation is allowed to refer to the Variable Voting Shares as such, despite them potentially being considered restricted securities or shares under various instruments.

The exemptions are contingent upon the corporation meeting certain conditions, including disclosure of the exemptions and their terms in a news release and in various regulatory filings.

The decision is underpinned by several legislative provisions, including:

– National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104)
– National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102)
– National Instrument 41-101 General Prospectus Requirements (NI 41-101)
– Ontario Securities Commission Rule 56-501 Restricted Shares (OSC Rule 56-501)

The exemptions were granted based on the corporation’s representations and the regulator’s satisfaction that the decision meets the test set out in the legislation.

The Ontario Securities Commission granted an exemption to an issuer from the requirement that audited financial statements must be accompanied by an auditor’s report with an unmodified opinion, as per National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. This decision was made in the context of the issuer’s acquisition of Trutina Pharmacy Inc., a subsidiary of Grey Wolf Animal Health Inc., and the subsequent need to include Trutina’s financial statements in a Filing Statement.

The exemption was considered because Trutina’s auditors could not provide an unmodified opinion on the inventory balances as of January 1, 2020, due to the lack of prior audits. This led to a modified opinion (scope limitation) on Trutina’s financial statements for the year ended December 31, 2020. However, the auditors were able to provide an unmodified opinion for the subsequent period ending August 31, 2021.

The exemption was granted under the condition that the Filing Statement includes Trutina’s audited financial statements for the year ended December 31, 2020, with the Inventory Qualification as the only modification, and the unmodified audited financial statements for the eight-month period ending August 31, 2021.

This decision was based on the test set out in the securities legislation and the guidance provided in Companion Policy 41-101CP to National Instrument 41-101, which allows for qualified opinions on opening inventory if there is a subsequent audited period with an unmodified opinion and the business is not seasonal.

The Securities Commission has granted an exemption to Fidelity Investments Canada ULC (the Filer) on behalf of Fidelity Inflation-Focused Fund (the Fund) under subsection 62(5) of the Securities Act (Ontario). This exemption extends the lapse date of the Fund’s current prospectus by 60 days, aligning it with the lapse date of the Filer’s primary fund family prospectus, to facilitate consolidation and reduce costs.

The Filer, a registered investment fund manager, sought this exemption to streamline the distribution of the Fund’s securities and simplify investor comparisons by offering the Fund under a single prospectus with other Fidelity Funds. The Fund shares common operational and administrative features with the Fidelity Funds, and no material changes have occurred since the filing of the current prospectus, ensuring its information remains accurate.

The exemption will not prejudice the public interest as the Fund will continue to meet disclosure obligations, including amending the prospectus for any material changes. The decision is based on the test set out in the Legislation, which the principal regulator found to be satisfied. The outcome allows the Filer to prepare a single renewal prospectus for the Fund and the Fidelity Funds, avoiding unnecessary costs and duplication of efforts.

The Securities Commission has revoked a cease trade order against an issuer after the issuer rectified its previous failures to file required continuous disclosure materials as mandated by Ontario securities law. The initial cease trade order was issued due to the issuer’s failure to submit audited annual financial statements, management’s discussion and analysis (MD&A), and related certifications for the year ended December 31, 2013, within the prescribed timeframes under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).

Since the cease trade order, the issuer has updated its filings, including audited annual consolidated financial statements for the years 2013 to 2021, corresponding MD&A, and required NI 52-109 Certificates. However, the issuer has not filed certain proxy materials, executive compensation statements, and corporate governance disclosures for specific years, as well as some press releases. The issuer has paid all necessary fees and is not in default of any other obligations under the Act or related regulations.

The Commission, upon reviewing the issuer’s application for revocation and considering the public interest, has decided to revoke the cease trade order under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer plans to issue a news release and file a material change report upon revocation and may seek to cease being a reporting issuer in the future. The decision was made on June 27, 2022.

The Securities Commission has decided to grant Mackenzie Financial Corporation an exemption from subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This exemption allows the company to file a prospectus for the Mackenzie FuturePath Funds beyond the standard 90-day period following the receipt of the preliminary prospectus, which was dated March 18, 2022. The decision is contingent on the prospectus being filed by June 23, 2022. The exemption was requested under section 6.1 of NI 81-101 and is based on the information and representations provided in the application. The outcome is the issuance of a receipt for the Funds’ prospectus by the Director of the Ontario Securities Commission, confirming the exemption.

The Securities Commission has granted AGF Investments Inc., the manager of AGF Platform Funds, an exemption from the requirement under subsection 2.1(2) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement typically prohibits the filing of a prospectus more than 90 days after the issuance of a receipt for the preliminary prospectus. The exemption was requested through an application dated June 23, 2022, and is subject to the condition that the prospectus be filed by June 23, 2022. The decision was made under the authority of section 6.1 of NI 81-101, based on the information and representations provided in the application. The outcome allows the Funds to proceed with the filing of their prospectus beyond the standard 90-day period.

The Securities Commission granted an exemption to a real estate investment trust (REIT) from including certain historical financial statements in its business acquisition report (BAR). The REIT, which operates in multiple Canadian jurisdictions and is listed on the Toronto Stock Exchange, had acquired a portfolio of 16 multi-residential properties, constituting a significant acquisition under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). However, the REIT could not obtain historical financial information for two of the properties.

The Commission determined that the missing financial information was not material and that the alternative financial statements proposed by the REIT would be sufficient for investors. The alternative financial statements, which include audited combined carve-out financial statements for the properties it could account for and unaudited pro forma financial statements for the REIT, were prepared in accordance with International Financial Reporting Standards.

The exemption was granted under section 13.1 of NI 51-102, provided that the REIT includes the alternative financial statements in its BAR. The decision was based on the principle that the alternative disclosure would be more meaningful to investors than the unavailable historical financial information. This decision was made in accordance with the securities legislation of Ontario and the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator.

The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple instruments and rules, subject to conditions. The relief pertains to National Instruments 41-101, 44-101, and 51-102, as well as OSC Rule 56-501. The issuer, a corporation under the Business Corporations Act (Ontario), sought exemptions related to its common shares and newly created proportionate voting shares (PV Shares) following a reclassification aimed at maintaining its status as a foreign private issuer under U.S. securities laws.

The exemptions allow the issuer to avoid the restricted security designation for its common shares, despite the existence of PV Shares with multiple voting rights. The conditions for the exemptions include the issuer not having any other restricted securities or shares issued and outstanding other than the common shares, and the requirement for disclosure consistent with the representations made by the issuer.

The relief is granted on the basis that the issuer’s representations continue to apply and that the disclosure documents filed by the issuer under the relevant instruments reflect the information about the shares as represented. The decision is based on the test set out in the applicable legislation and is contingent upon the issuer meeting the specified conditions.

The Securities Commission has granted an application by Nuance Communications, Inc. for the company to cease being a reporting issuer under the securities laws of Alberta, Ontario, and Quebec. The Alberta Securities Commission served as the principal regulator for the application, with the decision also applying to Ontario and intended to be relied upon in Quebec.

The decision was based on several key facts:

1. Nuance Communications, Inc., a Delaware corporation with headquarters in Massachusetts, is a reporting issuer in Alberta, Ontario, and Quebec.
2. Following a merger on March 4, 2022, Microsoft Corporation acquired all issued and outstanding shares of Nuance Communications, becoming its sole shareholder.
3. No Canadian residents held any outstanding debt securities of the company as of March 31, 2022.
4. The company’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
5. The securities are not traded on any marketplace or facility where trading data is publicly reported.
6. The company is not in default of any securities legislation except for failing to file certain financial documents for the quarter ended March 31, 2022.
7. The company could not use the simplified procedure for ceasing to be a reporting issuer due to this default.

The Commission concluded that the application met the legislative requirements for the company to cease being a reporting issuer. The relevant laws and regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).

The Ontario Securities Commission (OSC) has granted consent to Stone Investment Group Limited (the Applicant) to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is in accordance with subsection 21(b) of Ontario Regulation 398/21 made under the OBCA.

The Applicant, an offering corporation under the OBCA and a reporting issuer in various Canadian jurisdictions, has an authorized share capital consisting of an unlimited number of common shares, with 25,028,571 shares issued and outstanding as of June 15, 2022. These shares are not listed on any stock exchange.

The primary reason for the continuance is to facilitate a series of transactions, including a plan of arrangement with Starlight Investments Capital LP (Starlight), which will result in Starlight acquiring all common shares of the Applicant. Post-transaction, the Applicant will become a wholly-owned subsidiary of Starlight and intends to cease being a reporting issuer in Canada.

The OSC’s consent follows the Applicant’s representations that it is not in default under any provisions of the OBCA, the Securities Act (Ontario), or any other relevant Canadian securities legislation, and is not subject to any related proceedings. The Applicant’s management information circular provided details of the proposed continuance and disclosed dissent rights, which were exercised by two shareholders. The continuance was approved by a special resolution with 96.37% of votes in favor at the Shareholders’ Meeting.

The OSC consented to the continuance as it determined that it would not be prejudicial to the public interest. The decision was made on June 17, 2022.

The Securities Commission has granted Imperial Oil Limited an exemption from the post-bid acquisition restrictions outlined in section 2.5 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows Imperial Oil to repurchase shares from its significant shareholder, Exxon Mobil Corporation, immediately following the expiry of its substantial issuer bid (SIB), in conjunction with a normal course issuer bid (NCIB).

The exemption is contingent upon compliance with specific conditions that ensure equal treatment of Exxon Mobil and other shareholders, given U.S. securities law constraints. These conditions include limitations on the number of shares repurchased from Exxon Mobil and the requirement that such repurchases occur only if shares are also purchased from other shareholders on the same day.

The exemption was considered necessary to avoid delaying the return of capital to shareholders and to facilitate efficient capital management. The decision was made under the authority of the Alberta Securities Commission, which is the principal regulator for this application, and is also recognized by the securities regulatory authority in Ontario. The exemption is subject to the conditions that Imperial Oil adheres to the established parameters for repurchases from Exxon Mobil.

The Securities Commission granted an exemption to the Filer, on behalf of the Existing ETFs and any future exchange-traded mutual funds managed by the Filer or its affiliate, from subsection 9.4(2) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETFs to accept digital assets, specifically bitcoin or ether, as in-kind subscriptions for fund creation units.

The key reasons for this decision include:

1. The ETFs’ investment objective is to provide exposure to digital assets, and they hold most of their assets in bitcoin and/or ether.
2. Subsection 9.4(2) of NI 81-102 typically restricts mutual funds from accepting anything other than cash or securities as subscription proceeds. Digital assets do not fall under these categories.
3. Allowing in-kind subscriptions using digital assets will likely result in the trading price of the ETFs’ listed securities being more closely aligned with the ETFs’ net asset value per listed security.
4. The digital assets used for in-kind subscriptions will be valued according to the ETFs’ disclosed valuation principles in their latest prospectus.

The exemption is subject to conditions, including that the digital assets must be acquired from a regulated source and delivered directly to the ETF’s digital wallet at its custodian or sub-custodian.

The decision is based on the test set out in the Legislation, which the principal regulator found to be satisfied. The Ontario Securities Commission is the principal regulator for this application, and the Filer has indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions.

The Securities Commission has granted an extension for the lapse date of the prospectus for a group of funds managed by a filer due to an inadvertent delay in filing the required renewal documentation. The filer missed the deadline to file a pro forma prospectus by one day due to a miscalculation. The extension allows the filer to address comments from the regulator, particularly concerning environmental, social, and governance (ESG) considerations, and to prepare and file all necessary documents. The lapse date for the prospectus has been extended by 35 days to July 30, 2022, with no conditions attached.

The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), which allows for the extension of the lapse date under certain circumstances. The regulator determined that the extension would not compromise the accuracy of the information in the current prospectus or be prejudicial to the public interest. The funds in question are open-ended mutual fund trusts established under Ontario law and are reporting issuers in multiple Canadian jurisdictions.

The Securities Commission has decided to fully revoke a cease trade order (CTO) that was previously issued against an issuer for failing to file required continuous disclosure materials as mandated by securities legislation. The issuer, after rectifying the defaults by updating their continuous disclosure filings, applied for the revocation of the CTO in both British Columbia and Ontario. The British Columbia Securities Commission, acting as the principal regulator, along with the Ontario Securities Commission, agreed to the revocation. This decision was made in accordance with the test set out in the applicable securities legislation, specifically under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The revocation reflects the collaborative framework of National Policy 11-207, which facilitates the revocation of cease trade orders in multiple jurisdictions. The outcome is that the issuer is no longer subject to the CTO in either British Columbia or Ontario.

The Securities Commission granted an exemption from the prospectus and registration requirements for trades made in connection with an employee share offering by a French issuer, Sanofi. The exemption was necessary because the offering was made through special purpose entities (FCPEs) rather than directly by the issuer, which is not the standard scenario covered by the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions.

Key facts include:

– The offering is for Sanofi employees in Canada (Canadian Employees), who are offered shares through FCPEs, a French collective shareholding vehicle.
– The FCPEs are registered with the French Autorite des marches financiers (French AMF) and are not intended to become reporting issuers in Canada.
– Trades involve units of the FCPEs and shares of Sanofi upon redemption of units by Canadian Participants.
– The offering includes a lock-up period of approximately five years, with certain exceptions.
– There is no market for Sanofi’s securities in Canada, and the number of Canadian participants is minimal.
– Canadian participants will receive disclosure documents and are not induced to participate by employment expectations.

The outcome is that the Securities Commission granted the requested relief, subject to conditions that include:

– Sanofi must be a foreign issuer at the distribution date.
– First trades of units or shares must be through an exchange or market outside Canada or to a person or company outside Canada.
– The representations made must remain true for any subsequent offering within five years from the decision date.

The relevant laws or regulations include:

– Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 25, 53, and 74(1).
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
– National Instrument 45-106 Prospectus Exemptions.
– National Instrument 45-102 Resale of Securities.
– Ontario Securities Commission Rule 72-503 Distributions Outside Canada.

The decision was made considering that the exemption meets the test set out in the Legislation for the principal regulator to make the decision. The conditions for the exemption are designed to ensure that the offering does not circumvent Canadian securities laws and that Canadian participants are adequately informed and protected.

The Securities Commission granted an exemption to a mutual fund manager (the Filer) from the requirement to deliver a fund facts document to investors upon automatic switches of mutual fund securities. This exemption applies when investors are switched from series initially sold under deferred sales charge options to series with equal or lower combined management and administration fees after a minimum holding period.

The exemption is contingent on compliance with certain disclosure and notification requirements. The Filer must inform investors about the automatic switches, the lack of delivery of the fund facts document, and provide details on how to obtain the document if desired. Additionally, the Filer must disclose the trailing commission rates and confirm that no additional fees are charged for the automatic switch.

The decision is based on the rationale that investors will not experience material changes in their investment except for potential lower fees, and they have already received a simplified prospectus or fund facts document disclosing higher fees for the series initially subscribed to.

The exemption is supported by National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically section 3.2.01, which requires the delivery of the fund facts document before the purchase of mutual fund securities, and section 6.1, which allows for exemptions.

The decision was made in accordance with the securities legislation of Quebec and Ontario and under the Process for Exemptive Relief Applications in Multiple Jurisdictions. The Autorité des marchés financiers is the principal regulator, and the decision also applies to Ontario.

The Securities Commission has granted an application by Leucrotta Exploration Inc. for the company to cease being a reporting issuer in Canada. This decision is based on several key factors:

1. Leucrotta Exploration Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
3. No securities of the company are traded on any marketplace or facility where trading data is publicly reported, in Canada or elsewhere.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status.
5. The company is not in default of any securities legislation in any jurisdiction.

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

The Securities Commission granted an exemption to CI Investments Inc. (CI) from certain provisions of National Instrument 31-103, specifically sections 13.5(2)(b)(ii) and (iii), which generally restrict in-specie transfers between managed accounts and various funds. This exemption allows CI to conduct in-specie subscriptions and redemptions involving managed accounts and pooled funds, as well as between pooled funds and NI 81-102 Funds, subject to conditions.

The exemption is based on the rationale that such transfers can enhance portfolio management efficiency and reduce transaction costs for clients and funds. CI, as a portfolio manager, must adhere to specific conditions, including obtaining client consent for managed accounts, ensuring the transactions align with the funds’ investment objectives, and valuing transferred securities fairly. Additionally, the exemption mandates record-keeping, oversight by the Chief Compliance Officer, and compliance with the written policies and procedures of CI.

The exemption is contingent on CI’s compliance with the requirements of National Instrument 81-107 regarding independent review committee approvals for NI 81-102 Funds and ensuring that no undue costs are incurred by the funds or managed accounts, except for nominal administrative charges.

The decision underscores the importance of regulatory flexibility to facilitate effective fund management while maintaining investor protection and market integrity.

The Securities Commission has granted an investment fund an extension of 84 days beyond the standard 90-day period to file a final long form prospectus following the receipt of a preliminary prospectus. This decision was made to allow the fund additional time to secure internal approvals in response to issues identified during the prospectus review process. The fund will not engage in pre-marketing before its launch. The relief from the filing requirement is contingent upon the final prospectus being filed by August 31, 2022, and is supported by National Instrument 41-101 General Prospectus Requirements, specifically subsections 2.3(1.1) and 19.1. The decision was formalized through correspondence from the Ontario Securities Commission, with the exemption to be confirmed upon receipt of the final prospectus.

The Securities Commission granted an exemption to a cross-listed issuer, Nutrien Ltd., from certain issuer bid requirements to allow the company to purchase up to 10% of its public float on U.S. markets as part of its normal course issuer bids (NCIBs) through the Toronto Stock Exchange (TSX). This decision is subject to the condition that the bids comply with applicable U.S. laws and Part 6 (Order Protection) of National Instrument 23-101 Trading Rules.

The key regulations involved are National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104), which sets out the framework for issuer bids, and Multilateral Instrument 11-102 Passport System (MI 11-102), which facilitates a coordinated review process for exemptive relief applications in multiple jurisdictions.

The exemption was granted based on several factors, including that Nutrien Ltd. is a reporting issuer in good standing in Canada and the U.S., the shares are cross-listed on the TSX and NYSE, and the company’s intention to comply with the safe harbor provisions of Rule 10b-18 under the U.S. Exchange Act.

The exemption is limited to the acquisition of shares by Nutrien Ltd. pursuant to a current bid or one commenced within 12 months from the date of the decision, and it is contingent on the company meeting specific conditions, such as issuing a press release detailing the terms of the exemption and ensuring that the aggregate number of shares purchased does not exceed certain thresholds.

The decision was made by the Financial and Consumer Affairs Authority of Saskatchewan as the principal regulator, and it also represents the decision of the securities regulatory authority in Ontario. The exemption sought by Nutrien Ltd. is intended to be relied upon in several other Canadian provinces as well.

The Securities Commission has granted mutual funds managed by RP Investment Advisors LP (the Filer) an exemption from certain short selling restrictions under National Instrument 81-102 Investment Funds (NI 81-102). This decision allows the funds to increase their short sale exposure to government securities of a single issuer up to 20% of the fund’s net asset value (NAV), exceeding the standard 5% limit. Additionally, the funds are exempt from the requirement to hold cash cover of at least 150% of the market value of short-sold securities, a rule typically applied to manage the risks associated with short selling.

The rationale for the exemption is to enable the funds to effectively hedge interest rate risks associated with their fixed income investments. The decision acknowledges that government securities are highly liquid and not subject to significant price volatility, thus presenting a quantifiable and manageable risk for short selling compared to other securities.

The granted exemptions are subject to conditions that ensure the short sales align with the funds’ investment objectives and strategies, and that they are limited to government securities. The funds must maintain appropriate internal controls and record-keeping for short sales and provide full disclosure of the exemption terms in their prospectus.

The decision includes the revocation of a previous exemption granted to an existing fund, extending the new exemptions to this fund and any future funds managed by the Filer that fall under the same category and for which the Filer acts as investment fund manager.

The legal framework for this decision includes subsections 2.6.1(1)(c)(ii) and 2.6.1(2) of NI 81-102, and section 19.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission as the principal regulator.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, which is not named in the summary provided, is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. Additionally, no securities of the issuer are traded on any market in Canada or elsewhere, and the issuer is not in default of any securities legislation except for the non-filing of certain continuous disclosure documents.

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer had not filed its annual financial statements and related management’s discussion and analysis for the year ended December 31, 2021, nor its interim financial statements for the period ended March 31, 2022, as required under National Instrument 51-102 – Continuous Disclosure Obligations and the certifications required under National Instrument 52-109.

Despite the default due to the non-filing of these documents, the issuer would have been eligible for the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications if not for the default. The Commission’s decision to grant the order was based on the test set out in the relevant legislation, and the order reflects the decision of the securities regulatory authority or regulator in Ontario as well.

The Securities Commission granted an exemption to mutual funds managed by IG Investment Management Ltd. (IGIM) to invest in U.S. iShares ETFs that may allocate more than 10% of their net asset value (NAV) in U.S. Money Market Funds. This decision deviates from the standard restriction under paragraph 2.5(2)(b) of National Instrument 81-102 Investment Funds (NI 81-102), which typically limits such investments.

The exemption was based on several conditions, including consistency with the top funds’ investment objectives, the regulatory status of the U.S. iShares ETFs under the U.S. Investment Company Act, and the disclosure of this exemption in the funds’ prospectuses. The Commission’s decision was influenced by the similarity between U.S. and Canadian regulations governing money market funds and the oversight provided by the U.S. Securities and Exchange Commission (SEC).

The exemption is subject to the condition that the U.S. iShares ETFs will not invest more than 10% of their NAV in other investment funds, except for U.S. Money Market Funds or funds issuing index participation units. The decision ensures no duplication of management or incentive fees and limits potential losses to the amount invested in the U.S. iShares ETFs.

The Manitoba Securities Commission acted as the principal regulator, and the decision also applies to Ontario, with IGIM intending to rely on this exemption in multiple Canadian jurisdictions. The decision was made in accordance with the securities legislation of Manitoba and Ontario and is consistent with the test set out in the Legislation for the Decision Maker to make the decision.

The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, TotalEnergies SE. The exemption was necessary because the shares were not offered directly by the issuer but through special purpose entities, which could not utilize the standard employee exemption under section 2.24 of National Instrument 45-106 Prospectus Exemptions.

Key points include:

– The offering is to Canadian employees of related entities of TotalEnergies SE, who meet certain qualifications.
– The employees will receive disclosure documents and are not induced to participate by employment expectations.
– The special purpose entities are overseen by the French securities regulator.
– The market for the issuer’s securities does not exist in Canada, and Canadian participation is minimal.
– The relief is subject to conditions, including that the first trade of securities acquired must be outside of Canada or to a person outside Canada unless specific conditions are met.

The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments, including National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities. The Alberta Securities Commission served as the principal regulator, and the decision also applies to Ontario and is intended to be relied upon in Quebec, British Columbia, Nova Scotia, and Prince Edward Island. The relief is valid for the current offering and any subsequent offerings within five years, provided the conditions are met.

The Securities Commission granted an exemption to a filer from the requirement to prepare financial statements in accordance with Canadian GAAP as per section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, the filer is permitted to use U.S. GAAP, subject to conditions. This decision is based on the fact that the filer is a subsidiary of Fortis Inc., which is an SEC issuer and files its financial statements in U.S. GAAP. The exemption is valid until the earliest of January 1, 2027, the date the filer ceases to have rate-regulated activities, or two years after the IASB publishes a final version of a Mandatory Rate-regulated Standard. The decision is underpinned by the relevant securities legislation and regulations, including National Instrument 52-107 and Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an exemption to FortisBC Energy Inc. and FortisBC Inc. (collectively referred to as the BC Filers) from the requirement to prepare their financial statements in accordance with Canadian GAAP as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Instead, the BC Filers are permitted to use U.S. GAAP for their financial statements.

This decision is based on the fact that the BC Filers are subsidiaries of Fortis Inc., which is an SEC registrant and files its consolidated financial statements in U.S. GAAP. The BC Filers have been using U.S. GAAP since 2012 under previous exemptions and have rate-regulated activities. They are not SEC issuers themselves, but if they were, they would be allowed to file financial statements in U.S. GAAP under section 3.7 of NI 52-107.

The exemption is subject to termination on the earliest of three events: January 1, 2027; the date the BC Filer ceases to have rate-regulated activities; or the date a mandatory IFRS standard for rate-regulated entities becomes effective, plus two years for implementation.

The decision is made under the securities legislation of multiple Canadian jurisdictions and is supported by the fact that it meets the test set out in the legislation for the decision makers to grant such an exemption.

The Securities Commission has granted an exemption to certain filers, allowing them to prepare their financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP) instead of Canadian GAAP applicable to publicly accountable enterprises. This decision is based on the fact that these filers are subsidiaries of Fortis Inc., which is already permitted to file financial statements in U.S. GAAP as an SEC issuer. The exemption is contingent on the filers continuing to have rate-regulated activities and will expire on the earliest of January 1, 2027, the date they cease to have rate-regulated activities, or two years after the International Accounting Standards Board (IASB) publishes a mandatory standard for entities with rate-regulated activities. The decision is made under section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, with the Ontario Securities Commission acting as the Principal Regulator. The exemption also revokes previous similar relief granted to the filers.

The Securities Commission has granted an extension to the lapse date for the prospectus of mutual fund trusts managed by a certain investment fund manager. This decision allows the manager to incorporate a new fund into the existing prospectus, which currently qualifies units of the existing funds for distribution. The extension is for 62 days beyond the original lapse date of July 8, 2022, effectively setting a new lapse date of September 8, 2022.

The extension was sought because the manager is considering adding a new fund to the prospectus, and additional time is needed to finalize, combine, and translate the renewal documentation and disclosure for both the existing funds and the new fund. The manager aims to offer the new fund under the same prospectus to streamline disclosure and facilitate investor comparisons.

The commission determined that the extension would not compromise the currency or accuracy of the information in the prospectus, as there have been no material changes in the affairs of the existing funds since the current prospectus was issued. Any material changes would be disclosed as required by law. Investors will continue to receive the most recent ETF Facts documents, and the current prospectus will remain available upon request.

The decision was made under subsection 62(5) of the Securities Act (Ontario), which allows for such an extension. The Ontario Securities Commission acted as the principal regulator for this application, and the decision is applicable across multiple Canadian jurisdictions as outlined in the Multilateral Instrument 11-102 – Passport System.

The Securities Commission has granted an application from Mackenzie Financial Corporation, on behalf of certain mutual funds it manages, for an extension of the lapse dates of their prospectuses. The extensions are 80 days for the Mackenzie Series Funds and 137 days for the Laurentian Series Funds, allowing for the consolidation of their prospectuses with those of other funds under the same management to reduce costs and streamline disclosure.

This decision is based on subsection 62(5) of the Securities Act (Ontario), which allows for such an extension. The Commission agreed to the extensions as there have been no material changes in the affairs of the funds since the last prospectus, and the current prospectuses still provide accurate information. The extensions will not affect the public interest negatively.

The Mackenzie Series Funds’ prospectus will now lapse on September 29, 2022, and the Laurentian Series Funds’ prospectus on November 25, 2022. This will enable the funds to be offered under a single prospectus alongside other funds with similar operational and administrative features, facilitating easier comparison for investors and reducing the need for multiple renewals within a short timeframe.

The Securities Commission granted an order for an issuer, WOW Unlimited Media Inc., to cease being a reporting issuer. The decision was based on several key factors:

1. The issuer is not an OTC reporting issuer.
2. The securities of the issuer are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide.
3. No securities of the issuer are traded on any marketplace in Canada or internationally.
4. The issuer has not filed certain continuous disclosure documents but is otherwise not in default of securities legislation.

The order was made under the authority of section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The issuer had previously entered into an arrangement agreement resulting in all outstanding shares being acquired by a subsidiary of Genius Brands International, Inc., and the shares were delisted from the TSX Venture Exchange.

Despite not filing the required annual financial statements, management’s discussion & analysis, and related certificates on time, the issuer was granted relief because the deadline for these filings fell after the completion of the arrangement agreement. The issuer would have been eligible for the simplified procedure under National Policy 11-206 if not for the missed filings.

The decision was made by the British Columbia Securities Commission, which acted as the principal regulator, and was also representative of the decision by the securities regulatory authority in Ontario. The issuer was also relying on Multilateral Instrument 11-102 Passport System in Alberta and Quebec.

The Securities Commission granted Virgo CX Inc. (the Filer) time-limited exemptive relief from certain regulatory requirements, subject to conditions, to facilitate the operation of its crypto asset trading platform (CTP) and distribution of Crypto Contracts. The relief includes exemptions from the prospectus requirement, suitability requirement, and trade reporting requirements under the Securities Act and related instruments.

Key points of the decision:

1. The Filer is allowed to distribute Crypto Contracts without a prospectus and without conducting trade-by-trade suitability assessments for clients.
2. The relief is conditional on the Filer adhering to investment limits, providing detailed risk disclosures, and fulfilling reporting obligations.
3. The Filer must register as a restricted dealer and seek membership with the Investment Industry Regulatory Organization of Canada (IIROC).
4. The relief is time-limited, expiring two years from the date of the decision.
5. The Filer must comply with all terms, conditions, restrictions, and requirements applicable to registered dealers.
6. The Filer must hold at least 80% of client crypto assets with a qualified custodian and ensure appropriate insurance and risk management practices.
7. The Filer must provide clients with a Risk Statement and obtain electronic acknowledgment of understanding from clients.
8. The Filer must perform an account appropriateness assessment for each client and establish trading limits based on the assessment.
9. The Filer must monitor client activity and provide educational materials on crypto asset trading.
10. The Filer must report aggregate and anonymized account-level data to the Principal Regulator and other securities regulatory authorities regularly.
11. The Filer is not allowed to operate as a marketplace or clearing agency.

The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments including Multilateral Instrument 11-102 Passport System, National Instrument 21-101 Marketplace Operation, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, OSC Rule 91-506 Derivatives: Product Determination, and OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting.

The decision emphasizes that it is tailored to the Filer’s specific circumstances and should not be viewed as a precedent for other applicants. The objective is to foster innovation while ensuring investor protection and the integrity of the capital markets.

The Securities Commission has granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, REEL International. The exemption was necessary because the offering is made through a special purpose entity (FCPE), not directly by the issuer, which does not align with the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions.

Key points include:

– The offering is to employees of REEL International’s Canadian affiliates, with shares held in a French collective shareholding vehicle (FCPE).
– The FCPE is approved by the French Autorité des marchés financiers and is not intended to become a reporting issuer in Canada.
– Canadian participants are limited to owning no more than 2.5% of the shares, and their participation is voluntary without employment inducement.
– The shares are not listed on any stock exchange in Canada, and there is no expectation of a trading market developing.
– The offering includes a five-year lock-up period with certain exceptions, and the participants’ potential loss is limited to their contributions.
– The FCPE’s portfolio is managed by Equalis Capital France, which is also regulated by the French AMF and not a reporting issuer in Canada.
– The number of Canadian participants and their share ownership are considered de minimis.

The exemption is subject to conditions and is valid for five years from the decision date, provided the circumstances described in the application do not significantly change. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 25(1), 53(1), and 74(1).

The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Logica Ventures Corp., a reporting issuer, after the company remedied its failure to file certain continuous disclosure documents as required by Ontario securities law. The CTO was initially issued due to the company’s non-compliance with filing audited annual financial statements, management’s discussion and analysis (MD&A), and related certifications for the year ended December 31, 2020.

Logica Ventures Corp., a Capital Pool Company, faced delays in its filings due to resignations of key officers and the impact of the COVID-19 pandemic on its operations, including seeking potential acquisition targets. After the CTO was issued, the company also missed filing interim financial statements and MD&As for periods up to September 30, 2021.

The company has since updated its continuous disclosure filings as of March 22, 2022, and is now compliant with all disclosure obligations, with no defaults under the CTO or any other requirements of the securities legislation. Logica Ventures Corp. has also provided an undertaking that it will not complete certain transactions involving non-Canadian businesses unless it meets specific filing and prospectus requirements under Ontario securities law.

The OSC, satisfied that the company met the conditions for revocation, has lifted the CTO, allowing Logica Ventures Corp. to resume trading. The company has settled all outstanding fees and updated its profiles on SEDAR and other relevant systems. No material changes in the company’s business have occurred since the CTO that have not been disclosed. Upon revocation, the company will issue a press release to announce the decision and outline future plans, but it will not file a material change report, considering the revocation not a material change to its business.

The decision is grounded in the provisions of Ontario securities law, particularly the National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, and related instruments such as National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, and National Instrument 41-101 General Prospectus Requirements.

The Securities Commission has granted an order for LaSalle Exploration Corp. to cease being a reporting issuer, based on the application and representations made by the company. The decision is supported by the following key points:

1. LaSalle Exploration Corp. is incorporated in British Columbia and was a reporting issuer in British Columbia, Alberta, and Ontario.
2. The company underwent a plan of arrangement, after which Harfang Exploration Inc. acquired all issued and outstanding shares, making Harfang the sole securityholder.
3. LaSalle’s common shares were delisted from the TSX Venture Exchange.
4. The company is not an OTC reporting issuer and has fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide.
5. No securities of the company are traded on any marketplace or facility where trading data is publicly reported.
6. LaSalle has no plans to seek public financing through securities offerings.
7. The company is in default for not filing its annual financial statements and related management’s discussion and analysis for the fiscal year ended December 31, 2021, as well as the related certificates.
8. The requirement to file these documents arose after the completion of the arrangement with Harfang.
9. Despite the default, the company would have been eligible for the simplified procedure to cease being a reporting issuer if it had not been for the failure to file the required documents.

The order is granted under the relevant securities legislation, including the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also reflects the decision of the securities regulatory authority in Ontario. The outcome is that LaSalle Exploration Corp. is no longer a reporting issuer in any Canadian jurisdiction.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer in Canada. The decision is based on the following key points:

1. The issuer is not an OTC reporting issuer, meaning it is not subject to the reporting requirements for issuers quoted in the U.S. over-the-counter markets as per Multilateral Instrument 51-105.

2. The issuer’s securities are held by fewer than 15 security holders in each jurisdiction within Canada and fewer than 51 security holders worldwide.

3. The issuer’s securities are not traded on any marketplace in Canada or any other country, ensuring there is no public trading data reported.

4. The issuer is not in default of any securities legislation, except for not having filed certain continuous disclosure documents.

The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome allows the issuer to cease its reporting obligations in all Canadian jurisdictions where it was previously a reporting issuer.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer in Canada. The issuer, incorporated in England and Wales, is not in default of any UK securities laws and is subject to the Financial Conduct Authority’s regulations. The issuer’s only publicly traded securities are debt securities listed on the London Stock Exchange, and it has no significant Canadian securityholders or operations. The issuer has not marketed securities to Canadians since 2000, and there is no intention to offer securities in Canada in the future. The issuer has provided an undertaking to deliver the same disclosure to Canadian securityholders as provided in the UK. The decision is based on the issuer not being eligible for simplified or modified procedures for ceasing to be a reporting issuer, as outlined in National Policy 11-206, due to the number of worldwide securityholders and the lack of U.S. securities law compliance. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).

The Securities Commission has granted an application from an issuer to cease being a reporting issuer under Canadian securities legislation. The decision was made based on several key facts:

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

The British Columbia Securities Commission acted as the principal regulator for this application, and the decision also represents the decision of the securities regulatory authority in Ontario. The order was made in accordance with the test set out in the applicable securities legislation, specifically under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The outcome is that the issuer has ceased to be a reporting issuer in Canada.

The Securities Commission has decided to revoke the previously granted exemptive relief from insider reporting requirements for certain insiders of an issuer selling common shares under an automatic securities disposition plan (ASDP). This decision is based on the principles outlined in CSA Staff Notice 55-317, which emphasizes transparency and good corporate governance in the use of ASDPs and the reporting of trades.

The original relief, granted on February 1, 2011, allowed certain insiders to sell shares without adhering to standard insider reporting requirements. However, the CSA’s guidance, published on December 10, 2020, indicated a shift towards greater transparency in insider trading, suggesting that the CSA staff would be unlikely to recommend reporting relief for trades under ASDPs.

The revocation reflects the jurisdictions’ determination that the original relief is no longer consistent with the current regulatory emphasis on transparency. The decision aims to maintain public confidence in the fairness of capital markets.

The revocation was made under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the British Columbia Securities Commission acting as the principal regulator. The decision aligns with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 107(2) and 144, and National Instrument 55-104 Insider Reporting Requirements and Exemptions, section 3.3. The outcome is that the insiders previously exempted will now have to comply with the standard insider reporting requirements when disposing of their shares under ASDPs.

The Securities Commission has revoked an earlier decision that granted certain insiders of an issuer the ability to report sales of common shares under an automatic securities disposition plan (ASDP) on an annual basis, rather than within the standard 5-day reporting period. This revocation aligns with the principles of transparency and good corporate governance as outlined in CSA Staff Notice 55-317, which discourages insider reporting relief for trades under ASDPs. The Commission determined that maintaining the exemption would be inconsistent with these principles and could impact public confidence in the fairness of capital markets. The revocation is based on the Securities Act, specifically sections 107(2), 171, and 144, and section 3.3 of National Instrument 55-104, which pertain to insider reporting requirements and exemptions. The decision reflects a commitment to upholding the public interest and ensuring the integrity of financial markets.

The Securities Commission has revoked a previous order that allowed certain insiders of an issuer to report trades conducted under an automatic securities disposition plan (ASDP) on an annual basis, instead of within 5 days of the trade. This revocation aligns with the guidance provided in CSA Staff Notice 55-317, which emphasizes transparency in insider trading and discourages exemptions from insider reporting requirements for ASDP trades. The Commission concluded that maintaining public confidence in the fairness of capital markets necessitated the revocation of the exemptive relief. The decision was made under Section 171 of the Securities Act and Section 3.3 of National Instrument 55-104 Insider Reporting Requirements and Exemptions. The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the position of the securities regulator in Ontario.

The Securities Commission has decided to revoke a previously granted exemption from insider reporting requirements for certain insiders of an issuer under an automatic securities disposition plan (ASDP). This exemption had allowed insiders to report trades on an annual basis instead of within 5 days of the trade.

The revocation follows a review of ASDPs and the publication of CSA Staff Notice 55-317, which provides guidance on the use of ASDPs aimed at ensuring good corporate governance and transparency. The notice indicated that CSA staff would be unlikely to recommend reporting relief for trades under ASDPs to promote transparency.

The Commission determined that the previously granted relief was inconsistent with the principles outlined in the CSA Staff Notice. The decision to revoke the relief was made in the interest of maintaining public confidence in the fairness of capital markets.

The relevant laws and regulations include Section 171 of the Securities Act, Section 3.3 of National Instrument 55-104 Insider Reporting Requirements and Exemptions, and the process outlined in National Policy 11-203 for Exemptive Relief Applications in Multiple Jurisdictions. The British Columbia Securities Commission acted as the principal regulator, and the decision also represents the decision of the securities regulatory authority in Ontario. The revocation is not considered prejudicial to the public interest.

The Securities Commission has granted an exemption to allow the consolidation of the simplified prospectus (SP) of an alternative mutual fund with that of a conventional mutual fund, despite existing regulations typically prohibiting such consolidation. This decision is based on an application by TD Asset Management Inc. on behalf of the existing and future alternative mutual funds it manages, as well as conventional mutual funds for which it or its affiliate acts as the investment fund manager.

The exemption is grounded in the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which generally require separate prospectuses for alternative and conventional mutual funds. The rationale for the exemption includes anticipated cost savings, streamlined distribution, and simplified investor comparisons between alternative and conventional funds. The decision also notes that similar consolidation is already permitted for exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements, suggesting a precedent for mutual funds.

The decision ensures that investors will continue to receive the necessary fund facts and ETF facts documents, and that the content of these documents will not be affected by the exemption. The exemption was granted after the principal regulator concluded that it meets the test set out in the applicable legislation.

As an AI language model, I do not have direct access to external documents or databases, including specific decisions by the Securities Commission or any other entity. Therefore, I cannot provide a summary of the Vivendi S.E. decision by the Securities Commission without the actual content of the decision.

However, if you can provide the key details or excerpts from the decision, I would be happy to help you summarize them. Typically, a summary of a Securities Commission decision would include the following elements:

1. Background information about the case or investigation.
2. The specific allegations or issues under consideration.
3. The applicable laws or regulations, such as securities laws, financial reporting requirements, or anti-fraud provisions.
4. The evidence presented and the arguments made by both the commission’s staff and the respondent(s).
5. The commission’s analysis and reasoning in reaching its decision.
6. The final decision or order, which may include sanctions, penalties, directives, or dismissals.
7. Any dissenting opinions or additional comments by commission members, if applicable.

Please note that without the actual decision text, it is not possible to provide a summary that accurately reflects the content of the Vivendi S.E. decision. If you can provide the text or the main points, I can assist you further.

The Securities Commission has granted an exemption to mutual funds managed by Fidelity and distributed by Sterling Mutuals Inc. from the requirement to deliver a fund facts document to investors when they switch from deferred sales charge (DSC) series to initial sales charge (ISC) series due to the prohibition on DSC for mutual fund sales. This exemption is conditional upon the funds not charging an ISC for these transactions, informing investors of their rights and how to obtain the fund facts document, and providing a list of dealers relying on this exemption to the principal regulator. The exemption is based on the rationale that investors are already informed about the differences between the series and that delivering a fund facts document would not provide additional benefit. This decision is in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure and the Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted an order for Taiga Gold Corp. (the Filer) to cease being a reporting issuer under the applicable securities laws. The Filer, incorporated under the Business Corporations Act (Alberta), is headquartered in British Columbia and was a reporting issuer in British Columbia, Alberta, Saskatchewan, and Ontario. Following the acquisition of all its common shares by SGO Mining Inc. through a plan of arrangement, and the delisting of these shares from the Canadian Securities Exchange, the Filer sought to cease its reporting issuer status.

The Filer met several conditions: it had fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities were not traded on any public marketplace, and it had no intention of seeking public financing in Canada. Although the Filer was in default for not filing its interim financial statements and related management’s discussion and analysis for the period ended March 31, 2022, it was still granted the order to cease being a reporting issuer.

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for the application, and the order also represented the decision of the securities regulatory authority in Ontario. The Filer is no longer a reporting issuer in any Canadian jurisdiction following this order.

The Securities Commission has granted an exemption to investment funds managed by Invesco Canada Ltd., allowing them to invest up to 10% of their net assets in Luxembourg mutual funds regulated by the Commission de Surveillance du Secteur Financier (CSSF). This exemption supersedes previous decisions from 2012 and 2018, which were specific to certain funds and their ability to invest in particular Luxembourg SICAV Funds.

Under National Instrument 81-102 Investment Funds (NI 81-102), Canadian mutual funds are generally restricted from investing in foreign funds that are not subject to the same regulations. However, the Commission has determined that the regulatory framework governing the Luxembourg funds is substantially similar to Canadian requirements, justifying the exemption.

The exemption is conditional upon several factors:

1. The investments must be consistent with the Canadian funds’ objectives and strategies.
2. The Luxembourg funds must qualify as UCITS (Undertakings for Collective Investments in Transferable Securities) and comply with EU Directives and UCITS Regulations.
3. The Canadian funds must not invest more than 10% of their net assets in the Luxembourg funds, and the Luxembourg funds themselves must not hold more than 10% of their assets in other SICAV Funds.
4. The prospectus for the Canadian funds must include all required disclosures for funds investing in other funds.
5. The exemption will be revoked if there are material changes to the regulatory regime of the Luxembourg funds.

This decision allows for greater investment flexibility and potential diversification benefits for Canadian funds, while ensuring that the investments remain within a framework of regulatory oversight comparable to that of Canada.

The Securities Commission has granted an application from RBC Global Asset Management Inc. for exemptive relief concerning funds offering both exchange-traded and conventional mutual fund series under a single simplified prospectus. The relief allows the funds to treat these two types of series as if they were separate funds for compliance with certain parts of National Instrument 81-102 – Investment Funds (NI 81-102), specifically Parts 9, 10, and 14, which cover sales and redemptions.

The decision also provides technical relief from National Instrument 41-101 – General Prospectus Requirements (NI 41-101), permitting the funds to file a prospectus for exchange-traded fund (ETF) securities in accordance with National Instrument 81-101 – Mutual Fund Prospectus Disclosure (NI 81-101), excluding the requirement to file a fund facts document, and to file an ETF facts document in accordance with Part 3B of NI 41-101.

The conditions for the relief include compliance with the filing and disclosure requirements of NI 81-101 and NI 41-101, as well as the inclusion of additional disclosures and information about the decision in the simplified prospectus.

The principal regulator, the Ontario Securities Commission, has concluded that the relief meets the necessary legislative tests and has granted the requested relief, subject to the specified conditions.

The Securities Commission granted an exemption to alternative mutual funds managed by CIBC Asset Management Inc. from certain short selling restrictions outlined in National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to short sell government securities up to 300% of their net asset value (NAV), exceeding the standard limit of 50% of the fund’s NAV for short selling and combined cash borrowing.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption applies to the CIBC Alternative Credit Strategy (the Initial Fund) and any future funds with similar short selling strategies (Future Funds).

The reasoning behind the exemption includes the effectiveness of the Short Hedging Strategy, which involves taking long positions in corporate bonds and hedging interest rate risk by shorting government bonds. The Commission agreed that this strategy is less risky and more efficient than using derivatives to achieve similar leverage. It also acknowledged the high liquidity and lower price volatility of government securities, as well as the regulated nature of financial institutions facilitating short selling.

The exemption is subject to conditions, including compliance with other short selling requirements, maintaining the aggregate exposure to short selling, cash borrowing, and specified derivatives within 300% of the fund’s NAV, and ensuring that the funds’ prospectuses disclose the ability to short sell government securities up to the permitted limit.

The decision was based on representations by CIBC Asset Management Inc. that the exemption would be in the best interest of the funds, allowing for effective management of portfolio duration risk and potential for increased returns. The exemption is also contingent on the funds implementing appropriate controls and maintaining proper records for short selling activities.

The Securities Commission has granted an exemption to a corporation (the Filer) from the requirement to obtain separate minority approval from holders of its common shares and proportionate voting shares for a proposed business combination transaction (the Arrangement). The Filer is a British Columbia corporation primarily engaged in the production and sale of cannabis and is a reporting issuer in all Canadian provinces and territories except Quebec.

The exemption is based on the rationale that the two classes of shares were intended to be identical except for their proportionate voting, dividend, and liquidation rights. There is no difference in interest between the holders of each class in connection with the Arrangement, and both classes are not affected differently by the transaction. The Filer’s constating documents and applicable corporate statute typically allow shareholders to vote as a single class except in certain circumstances, which are not present in this case.

The exemption is conditional upon several safeguards, including the establishment of an independent committee, obtaining fairness opinions, and approval by the Court. The Filer must also hold a special meeting where disinterested shareholders, excluding certain related parties, vote as a single class. The fairness opinions must be included in full in the information circular provided to shareholders.

The exemption is granted under section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, which is designed to ensure fair treatment of all security holders in transactions like business combinations. The decision was made by the Ontario Securities Commission, which serves as the principal regulator for this application, and the exemption applies across multiple Canadian jurisdictions.

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

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also represents the decision of the securities regulatory authority in Ontario. The order meets the legislative test for ceasing to be a reporting issuer, as per the relevant securities legislation.

The Securities Commission has granted an exemption to a corporation from the requirement to obtain separate minority approval from holders of its common shares and proportionate voting shares for a proposed business combination transaction. The exemption is based on the rationale that the two classes of shares were intended to be identical except for the proportionate rights, and there is no difference in interest between the holders of each class in connection with the transaction. The exemption is contingent on several safeguards, including the establishment of an independent committee, obtaining fairness opinions, and approval by the Court.

The relevant laws underpinning the outcome include Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, specifically sections 8.1(1) and 9.1(2). The decision also references the Business Corporations Act (British Columbia) and the corporation’s constating documents, which provide that shareholders will vote as a single class except in certain circumstances not present in the proposed transaction. The exemption allows for the minority approval to be obtained from all disinterested shareholders voting together as a single class, provided that specific mechanisms are implemented and remain in place, including holding a special meeting, preparing and delivering an information circular in accordance with securities law, and including fairness opinions in the information circular.

The Securities Commission has granted an exemption to an alternative mutual fund managed by Penderfund Capital Management Ltd. from certain restrictions on short selling and cash borrowing as stipulated in National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows the fund to engage in short selling and cash borrowing up to a combined limit of 100% of the fund’s net asset value (NAV), surpassing the standard 50% limit.

The decision is based on the fund’s investment strategy, which includes the use of short selling and cash borrowing beyond the standard limits to achieve its objective of maximizing absolute returns with low volatility. The fund is permitted to invest in various asset classes and can leverage up to 300% of its NAV.

The exemption is conditional upon the fund’s adherence to the investment objectives and strategies, compliance with the leverage limit, and the inclusion of specific disclosures in the fund’s prospectus regarding its ability to engage in short selling and cash borrowing beyond the standard limits.

The decision is supported by the fund’s risk management policies and procedures, which address the risks associated with short selling and cash borrowing. The fund must also maintain proper books and records for these transactions.

The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario. The exemption is evidence of the decision of the securities regulatory authority in Ontario.

The Securities Commission granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, VINCI S.A., to Canadian employees. The offering could not use the standard employee exemption as the shares were offered through special purpose entities (FCPEs) rather than directly by the issuer. The FCPEs are regulated by the French securities regulator, and Canadian participants will receive appropriate disclosure documents.

The decision allows Canadian employees to trade units of temporary FCPEs and shares of VINCI S.A. upon redemption of units or receipt of bonus shares without the issuer or its related entities needing to meet prospectus and dealer registration requirements. The exemption is subject to conditions, including that the issuer remains a foreign issuer, is not a reporting issuer in Canada at the time of the trade, and that trades occur outside of Canada or to a person outside Canada.

The exemption is based on several factors: the voluntary nature of employee participation, the de minimis number of Canadian participants and their share ownership, the lack of a Canadian market for the securities, and the provision of French and English disclosure documents to Canadian participants.

The relevant legislative provisions include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 25, 53, and 74(1), National Instrument 45-106 Prospectus Exemptions, and National Instrument 45-102 Resale of Securities. The decision is time-limited, applying to the 2022 offering and any subsequent offerings within five years, provided the conditions are met.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Silver Lake Ontario Inc., previously known as Harte Gold Corp., is deemed to have ceased offering its securities to the public. This decision is based on the application and representations made by the Applicant, which include:

1. The Applicant is incorporated in Ontario and is an offering corporation as per the OBCA.
2. The Applicant has no plans to seek public financing through securities offerings.
3. The Applicant has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206.

The OSC determined that granting this order would not be against the public interest. The decision was made on May 5, 2022, and ensures that the Applicant is no longer subject to the public offering requirements of the OBCA.

The Securities Commission has granted an order for Vigil Health Solutions Inc. to cease being a reporting issuer in all Canadian jurisdictions where it currently holds that status. The decision is based on the following key points:

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

The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The decision was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The order meets the legislative requirements for the company to cease being a reporting issuer.

The Securities Commission has granted Imperial Oil Limited (the Filer) an exemption from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding common shares (the Shares) via a modified Dutch auction. The exemptions pertain to:

1. The proportionate take-up requirements in section 2.26 of National Instrument 62-104 Take-over Bids and Issuer Bids (NI 62-104), which normally require shares to be taken up and paid for on a pro rata basis.

2. The related disclosure requirements in Item 8 of Form 62-104F2 Issuer Bid Circular for the issuer bid circular.

3. The extension take-up requirement in subsection 2.32(4) of NI 62-104, which restricts extending an issuer bid unless all securities deposited and not withdrawn are first taken up.

The Filer, headquartered in Alberta, is a reporting issuer in Canada with Shares listed on the Toronto Stock Exchange and NYSE American. Exxon Mobil Corporation owns approximately 69.6% of the Filer’s issued and outstanding Shares.

The Filer’s Offer aims to purchase Shares up to an aggregate purchase price of $2,500,000,000, with the purchase price per Share to be determined within a specified range through a modified Dutch auction. Shareholders can tender their Shares in various ways, including auction tenders, purchase price tenders, and proportionate tenders.

The exemption allows the Filer to determine the final purchase price after the initial expiry of the Offer, considering all Shares tendered during any extension period. This is necessary because the Filer cannot know all Auction Prices at the initial expiry, which would prevent it from taking up Shares at that time.

The Filer intends to rely on the liquid market exemption from the formal valuation requirements under Multilateral Instrument 61-101 and will include a Liquidity Opinion in the Circular confirming a liquid market for the Shares.

The decision is contingent on the Filer taking up and paying for the Shares as described, being eligible to rely on the Liquid Market Exemption, and complying with Regulation 14E of the United States Securities Exchange Act of 1934.

The Alberta Securities Commission is the principal regulator for this application, and the decision also represents the decision of the Ontario securities regulatory authority. The Filer has notified that it will rely on Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions, excluding Alberta and Ontario.

The Securities Commission has granted an exemption to a corporation from the requirement to file issuer bid documents electronically through the System for Electronic Document Analysis and Retrieval (SEDAR). The corporation, governed by the Business Corporations Act (Alberta) and headquartered in Calgary, Alberta, is not a reporting issuer in any Canadian jurisdiction and is not in default of any securities legislation.

The corporation intends to make an issuer bid in multiple Canadian provinces but, without the exemption, would be required to file the bid documents electronically as per National Instrument 13-101 (NI 13-101). The corporation has more than 50 beneficial owners of the securities class subject to the bid and cannot rely on the exemption in section 4.9 of NI 62-104. It plans to rely on section 4.11 of NI 62-104 in Manitoba and Quebec.

The exemption was granted on the condition that the corporation files the issuer bid documents in the specified jurisdictions as directed by the staff of the Alberta Securities Commission. The decision is based on the corporation meeting the test set out in the relevant legislation, which includes National Instrument 13-101 and National Instrument 62-104 regarding take-over bids and issuer bids. The Alberta Securities Commission is the principal regulator for this application, and the decision also reflects the agreement of the securities regulatory authority in Ontario.

The Ontario Securities Commission (OSC) issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Noront Resources Ltd. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision was based on the Applicant’s representations that it is an offering corporation with its head office in Ontario, has no plans to seek public financing through securities offerings, and that it was previously granted an order that it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission determined that granting this order would not be against the public interest. The order was dated May 4, 2022.

The Securities Commission has revoked a cease trade order against Green Environmental Technologies Inc. (the issuer) initially issued due to the issuer’s failure to file required continuous disclosure materials as mandated by Ontario securities law. The issuer rectified the defaults by updating its continuous disclosure filings.

The decision was based on the issuer’s compliance with filing audited annual financial statements, management’s discussion and analysis (MD&A), and related certificates as per National Instrument 52-109 for certain years, along with other interim financial documents and disclosures. However, some filings from previous years remain outstanding.

The issuer has also settled all outstanding fees with the Commission and updated its profiles on SEDAR and SEDI. It has not undergone any material changes in business that have not been disclosed, nor is it involved in discussions for any major corporate restructuring.

The issuer provided an undertaking to hold a shareholder meeting within three months of the order’s revocation and to adhere to specific conditions for any future restructuring, reverse takeover, or significant acquisition involving non-Canadian businesses.

The revocation, under section 144 of the Securities Act, R.S.O. 1990, c. S.5, was deemed not to be prejudicial to the public interest. The issuer is expected to issue a news release and file a material change report on SEDAR regarding the revocation and its future plans.

The Securities Commission has granted an issuer, which is not yet an SEC issuer but anticipates becoming one, exemptions from certain Canadian financial reporting requirements. The issuer has filed a registration statement with the SEC and, if it becomes effective, will be classified as an SEC issuer. The exemptions allow the issuer to:

1. Prepare its annual financial statements for the year ended December 31, 2021, and interim financial statements for the period ended March 31, 2022, in accordance with U.S. GAAP instead of Canadian GAAP.
2. Have its financial statements audited in accordance with U.S. PCAOB GAAS rather than Canadian GAAS.
3. File its management’s discussion and analysis (MD&A) in accordance with U.S. standards as opposed to the Canadian Form 51-102F1.

The exemptions are contingent on the issuer becoming an SEC issuer by August 29, 2022. If it does not achieve this status by the specified date, the issuer must re-file its financial statements and MD&A in accordance with Canadian standards and issue a news release explaining the nature and purpose of these amended documents.

The decision is based on the issuer’s representations, including its status as a reporting issuer in Canada, its operations in U.S. state-licensed cannabis facilities, and its securities trading on the Canadian Securities Exchange and in the U.S.

The exemptions are granted under the following regulations:

– National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, sections 3.2, 3.3, and 5.1.
– National Instrument 51-102 Continuous Disclosure Obligations, sections 5(1) and 13.1.

The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer. The issuer is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. No securities are traded on any marketplace, and the issuer is not in default of securities legislation, except for not filing certain continuous disclosure documents. The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer has completed a statutory plan of arrangement, becoming a wholly-owned subsidiary and delisting its shares from the Toronto Stock Exchange. The simplified procedure under National Policy 11-206 was not applicable due to the filing default, but the order was granted as the issuer met all other requirements.

The Securities Commission granted an exemption to investment funds managed by Desjardins Investments Inc., including the Desjardins Societerra Emerging Markets Bond Fund and future funds managed by the Filer or its affiliates, from the concentration restriction in subsection 2.1(1) of National Instrument 81-102 Investment Funds. This exemption allows the funds to invest beyond the usual 10% limit of net assets in debt securities issued or guaranteed by foreign governments or supranational agencies, subject to conditions.

Under the exemption, a fund may invest up to 20% of its net asset value in AA-rated debt securities of any single foreign issuer and up to 35% in AAA-rated debt securities of any single foreign issuer. These investments must be consistent with the fund’s fundamental investment objectives and traded on a mature and liquid market. The funds’ prospectuses must disclose the risks associated with such concentration and the details of the exemption, including the conditions imposed and the types of securities covered.

The decision is based on the belief that this flexibility will enable funds to better achieve their investment objectives, benefiting investors. The exemption is contingent on the funds maintaining investment objectives and strategies that allow for a majority investment in fixed income securities, including those of foreign governments.

The decision was made under the authority of section 19.1 of National Instrument 81-102, which is part of the securities legislation governing investment funds, and is consistent with the public interest and the best interests of the funds.

The Securities Commission has approved an application by a company (the Filer) for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision is based on several key representations made by the Filer:

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

The decision is grounded in the securities legislation of Ontario, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended, and is informed by National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria to cease being a reporting issuer and has granted the requested order.

The Securities Commission has granted an exemption to a group of alternative mutual funds from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement normally prevents the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund.

The decision was influenced by several factors:

1. The Filer, a corporation managing the funds, is in good regulatory standing.
2. The alternative mutual funds share operational and administrative features with conventional funds.
3. Consolidating prospectuses would streamline disclosure and reduce costs.
4. Investors would still receive the necessary fund facts documents.
5. The consolidation aligns with practices allowed for exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements (NI 41-101), promoting consistency across fund types.

The exemption aims to facilitate easier comparison for investors and ensure consistent changes to fund features when necessary. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and it is intended to be relied upon in other Canadian jurisdictions through Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an application for an issuer, previously known as Lakeview Hotel Investment Corp. (LHIC), to cease being a reporting issuer. The decision is based on the following key points:

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Manitoba Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the issuer has successfully ceased to be a reporting issuer under the relevant securities legislation.

The Securities Commission has decided to revoke previously granted exemptive relief from insider reporting requirements for certain insiders of an issuer who sell common shares under an automatic securities disposition plan (ASDP). This decision is based on the principles outlined in CSA Staff Notice 55-317, which emphasizes transparency and good corporate governance in the use of ASDPs. The Commission believes that maintaining the relief would be inconsistent with these principles and could impact public confidence in the fairness of capital markets. The revocation aligns with the regulatory framework under the Securities Act and National Instrument 55-104, which govern insider reporting requirements and exemptions. The decision was made in the interest of the public and reflects the consensus of the Decision Makers in multiple jurisdictions, with the Ontario Securities Commission acting as the principal regulator.

The Securities Commission has decided to revoke previously granted exemptive relief from insider reporting requirements for certain insiders of an issuer selling common shares under an automatic securities disposition plan (ASDP). This decision is based on the guidance provided in CSA Staff Notice 55-317, which emphasizes transparency in insider trading and good corporate governance. The Commission determined that maintaining public confidence in the fairness of capital markets is paramount, and thus, revoking the relief aligns with this objective. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 107(2) and 144, and National Instrument 55-104 Insider Reporting Requirements and Exemptions, section 3.3. The Autorité des marchés financiers acted as the principal regulator in this coordinated review application across multiple jurisdictions. The revocation is not considered to be prejudicial to the public interest and meets the legislative requirements for such a decision.

The Securities Commission has granted an order for the issuer to cease being a reporting issuer. The issuer, after being acquired by Newcrest Mining Limited through a statutory plan of arrangement, has fewer than 15 securityholders in each jurisdiction in Canada and less than 51 worldwide. The issuer’s securities are no longer listed on any stock exchange and are not traded on any marketplace. Although the issuer failed to file certain continuous disclosure documents by the required deadline, this default occurred post-arrangement and did not disqualify the issuer from ceasing to be a reporting issuer. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The Securities Commission has granted BRP Inc. an exemption from the requirement that an issuer must take up all shares deposited under an issuer bid before extending the offer, as stipulated in Section 2.32 of Regulation 62-104. This decision is contingent on the company’s compliance with certain conditions, including taking up and paying for shares in the manner described, eligibility to rely on the Liquid Market Exemption, and adherence to the requirements of Regulation 14E.

BRP Inc. proposed a modified Dutch auction to repurchase up to $250,000,000 of its subordinate voting shares within a specified price range. The exemption allows BRP Inc. to determine the final purchase price after considering all shares tendered during the initial offer and any extension period, without first taking up all shares deposited before extending the offer.

The decision is based on representations from BRP Inc., including details of the auction process, funding of the offer, and the intention to rely on the Liquid Market Exemption from the formal valuation requirements under Regulation 61-101. The company confirmed a liquid market for its shares and provided a Liquidity Opinion from RBC Dominion Securities Inc.

The decision was made by the Autorité des marchés financiers as the principal regulator, and it also represents the decision of the securities regulatory authority in Ontario. The exemption is subject to the company’s compliance with the conditions and applicable securities laws.

The Securities Commission has granted an exemption to investment funds managed by Franklin Templeton Investments Corp., allowing them to invest up to 10% of their net assets in certain Irish and Luxembourg mutual funds. These foreign funds are subject to UCITS (Undertakings for Collective Investment in Transferable Securities) rules, which are comparable to Canadian regulations. The exemption is conditional on the foreign funds maintaining investment restrictions and practices similar to those in Canada, and the Canadian funds must comply with section 2.5 of National Instrument 81-102 when investing in these foreign funds. The exemption replaces a previous decision and is contingent upon the regulatory regime of the foreign funds not undergoing any material changes. The decision is based on the belief that such investments are in the best interests of the Canadian funds, providing efficient, cost-effective diversification and exposure to global markets.

The Securities Commission has granted an exemption to a mutual fund manager (the Filer) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding the use of performance ratings and awards in sales communications. Specifically, the Filer sought relief from paragraphs 15.3(4)(c) and (f) of NI 81-102, which restrict the reference to performance ratings or rankings in sales communications unless they match the standard performance data periods and are within certain time frames from the rating date.

The exemption allows the Filer to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in sales communications for their mutual funds, subject to conditions. These conditions include providing specific disclosures about the awards or ratings, ensuring that the referenced awards have not been given more than 365 days prior to the sales communication, and that the ratings are based on comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision is based on the view that these ratings and awards provide valuable, objective insights to investors and are not misleading. The exemption is granted under section 19.1 of NI 81-102, facilitated by the passport application process outlined in Multilateral Instrument 11-102 Passport System, with the Ontario Securities Commission acting as the principal regulator. The exemption is subject to the conditions outlined to ensure compliance with the spirit of NI 81-102 and investor protection.

The Securities Commission has granted an application by a company for it to cease being a reporting issuer in Canada. The company is not a reporting issuer in the U.S. over-the-counter markets and has fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. Its securities are not traded on any public marketplace. The company is not in default of any securities legislation. The decision is based on the securities legislation of Alberta and Ontario, specifically section 153 of the Securities Act (R.S.A. 2000, c.S-4), and is supported by the facts presented by the company. The Alberta Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. Relevant instruments include National Policy 11-206, Multilateral Instrument 11-102 Passport System, and National Instrument 21-101 Marketplace Operation. The outcome is that the company is no longer a reporting issuer in any Canadian jurisdiction.

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

The key points leading to this decision include:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the corporation met the legislative requirements to cease being a reporting issuer. The decision was supported by the corporation’s compliance with relevant securities legislation and the limited number of its security holders.

The Ontario Securities Commission granted an exemption to a closed-end investment trust, Sustainable Real Estate Dividend Fund (the Filer), from the prospectus requirement for the resale of its repurchased or redeemed securities prior to its conversion to a mutual fund. The exemption is subject to certain conditions and is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 53(1), 74(1), and (1.1).

The Filer, an unincorporated closed-end investment trust established in Ontario, is not a mutual fund under the legislation and is a reporting issuer in all Canadian provinces. The Filer’s units are listed on the Toronto Stock Exchange (TSX), and it is managed by Middlefield Limited. The Filer has the right to repurchase units under a Mandatory Purchase Program if unit prices fall below a certain threshold and a Discretionary Purchase Program at market prices. Additionally, the Filer offers Monthly and Annual Redemption Programs for unit holders, with the possibility of Additional Redemptions under certain conditions.

The Filer sought to resell units repurchased or redeemed through these programs without a prospectus, which would normally be required for such a distribution. The resale would occur after a four-month holding period and would not exceed 5% of the outstanding units at the start of the calendar year. The Filer also committed to ensuring that the resale of units would not significantly impact the market price and that unsold units would be canceled after 16 months.

The exemption was granted on the condition that the Filer complies with applicable securities legislation and Exchange regulations, adheres to the resale provisions of National Instrument 45-102 Resale of Securities as if it were a selling security holder, and follows through with the representations made regarding the impact on market price, the cancellation of unsold units, and the limitation on the number of units resold.

The Ontario Securities Commission has granted an order for Sunora Foods Inc. to cease being a reporting issuer. The decision was based on the company’s application and representations that it met specific criteria outlined in subclause 1(10)(a)(ii) of the Securities Act (Ontario). Sunora Foods Inc. confirmed that it is not an OTC reporting issuer, its securities are owned by fewer than 15 securityholders in any Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. The Commission concluded that granting this order would not be against the public interest.

The Securities Commission has granted an order for Engagement Labs Inc. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer.

The key considerations for the decision included the fact that Engagement Labs Inc. was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 holders worldwide, there was no public trading of its securities on any marketplace, and the company was not in default of any securities legislation.

The Ontario Securities Commission, serving as the principal regulator, determined that Engagement Labs Inc. met the legislative requirements to cease being a reporting issuer, and therefore, the order was granted.

The Securities Commission has issued a decision regarding the exemption from dealer registration and prospectus requirements for capital accumulation plan (CAP) sponsors, portfolio managers, and mutual funds, including exchange-traded funds (ETFs), when trading mutual fund securities to tax-assisted and non-tax-assisted CAPs. The decision revokes and replaces a previous decision, expanding the definition of “Fund” to include ETFs.

Key points from the decision include:

1. The dealer registration requirements will not apply to the Filer or any Plan Sponsor of a CAP or Non-Tax Assisted CAP that uses the Filer’s services, subject to certain conditions.
2. The prospectus requirements will not apply to the distribution of securities of Funds to CAPs or Non-Tax Assisted CAPs sponsored by the Plan Sponsor, also subject to conditions.
3. The decision is based on the Filer’s representations, including that it provides non-discretionary advice and does not engage in discretionary decision-making for the Plans or Member accounts.
4. The decision includes conditions such as the Plan Sponsor selecting the Funds, providing Members with information about the Funds, and providing performance information and investment decision-making tools.
5. The decision also sets limits on contributions to Non-Tax Assisted CAPs, based on the difference between the maximum amount that could be contributed under the CAP and the maximum dollar limit provided in the Income Tax Act (Canada).
6. The decision will terminate upon the coming into force of a registration exemption or prospectus exemption for trades in a security of a mutual fund to a CAP, or 90 days after a notice indicating that no such rule will be made.

The decision is grounded in the Securities Act (Ontario) and is informed by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, Multilateral Instrument 11-102 Passport System, and National Instrument 81-102 Investment Funds.

The Securities Commission issued a correction regarding a previously published decision involving the Asian Infrastructure Investment Bank, dated March 4, 2022. The correction, published on March 24, 2022, addresses an error in the titles of the signatories. The correct titles for the signatories are Tim Moseley, Vice-Chair of the Ontario Securities Commission, and Mary Anne De Monte-Whelan, Commissioner of the Ontario Securities Commission. This correction ensures that the official record accurately reflects the positions held by the individuals who signed the decision. The relevant laws or regulations that underpin the outcome of the decision itself were not specified in the provided text, but the correction is likely a matter of administrative accuracy and does not affect the substance of the decision.

The Securities Commission has granted an exemption to a mutual fund manager from a specific requirement under National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement, detailed in subsection 5.1(4), prohibits the consolidation of a simplified prospectus for an alternative mutual fund with that of a non-alternative mutual fund.

The mutual fund manager, based in Ontario with its head office in Manitoba, oversees both alternative mutual funds and non-alternative mutual funds. The manager sought to combine the simplified prospectuses of these funds to reduce costs and streamline disclosure, arguing that the funds share many operational and administrative features, and that such consolidation would facilitate investor comparison.

The Commission agreed with the rationale provided, noting that investors would still receive the required fund facts documents and that the content of these documents would remain unchanged by the consolidation. Additionally, the Commission observed that exchange-traded funds (ETFs) are allowed to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101 General Prospectus Requirements (NI 41-101), suggesting mutual funds should be afforded the same treatment.

The exemption was granted based on the Commission’s satisfaction that the decision met the legislative test for such an exemption. The outcome allows the mutual fund manager to consolidate the simplified prospectuses for its alternative and non-alternative mutual funds, facilitating a more efficient disclosure process.

The Securities Commission has granted an exemption from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Schneider Electric S.E. The exemption was necessary because the offering to Canadian employees was made through special purpose entities (FCPEs), which are collective shareholding vehicles, rather than directly by the issuer. These entities are supervised by the French Autorite des marches financiers (French AMF).

The key conditions for the exemption include:

1. The offering is limited to qualifying employees, with investments capped at 25% of their gross annual compensation.
2. The shares are not listed on any Canadian exchange, and there is no expectation of a market developing in Canada.
3. Participation is voluntary and not tied to employment conditions.
4. Trades of shares by the Classic Fund to Canadian participants upon redemption of units are included in the exemption.
5. The number of Canadian participants and their ownership are minimal, representing less than 2% of qualifying employees globally.
6. Canadian participants will receive appropriate disclosure documents in French or English, including information on the offering and Canadian tax implications.

The exemption is subject to certain conditions, such as the issuer remaining a foreign issuer and not becoming a reporting issuer in Canada, and that first trades of the securities acquired must occur outside of Canada or to a person or company outside of Canada. The exemption is valid for the 2022 offering and any subsequent offerings within the next five years, provided the conditions are met and the representations remain true.

The decision is based on the securities legislation of Ontario and relies on Multilateral Instrument 11-102 Passport System for application in multiple jurisdictions, including British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, and Newfoundland and Labrador. The decision also references National Instrument 45-106 Prospectus Exemptions, National Instrument 45-102 Resale of Securities, Ontario Securities Commission Rule 72-503, and Alberta Securities Commission Rule 72-501.

The Securities Commission has granted an exemption to certain mutual funds (Top Funds) managed by I.G. Investment Management, Ltd. from the control restriction in section 2.2(1) of National Instrument 81-102 Investment Funds (NI 81-102). This restriction typically limits mutual funds from investing more than 10% of their equity in non-reporting issuer pools that are related entities.

The exemption allows these Top Funds to invest in and hold a larger percentage of equity in related underlying pools, specifically Northleaf Funds, which are not considered investment funds under NI 81-102 and do not issue a simplified prospectus or annual information form. These Northleaf Funds are managed by Northleaf Capital Partners and are involved in private equity, private credit, and infrastructure investments.

The decision is based on several conditions to ensure fair treatment and avoid conflicts of interest, including that the Top Funds will not actively participate in the business of Northleaf Funds, will be treated as arm’s-length investors, and will not hold more than 20% of the equity or voting securities of any Northleaf Fund. Additionally, investments in Northleaf Funds are considered illiquid and cannot exceed 10% of the net asset value of the Top Fund.

The exemption is also contingent on no duplication of sales, redemption, management, or incentive fees, and requires disclosure of the investments in Northleaf Funds to investors in the Top Funds’ documentation. The manager of the Top Funds must comply with conflict of interest requirements as per NI 81-107.

This decision facilitates greater flexibility for the Top Funds to allocate to private market investments, which is believed to offer potential diversification benefits and improved risk-adjusted returns for investors.

The Securities Commission granted an investment dealer (the Filer) exemptive relief from the prospectus requirement for the distribution of contracts for difference (CFDs) and over-the-counter (OTC) foreign exchange contracts to investors in Ontario and British Columbia. The Filer, a member of the Investment Industry Regulatory Organization of Canada (IIROC), is permitted to offer CFDs under certain terms and conditions, including the use of a clear and plain language risk disclosure document instead of a prospectus.

The risk disclosure document contains information similar to that required for recognized options under OSC Rule 91-502 and the regime for OTC derivatives contemplated by the unadopted OSC Rule 91-504, as well as the Quebec Derivatives Act. The relief aligns with OSC Staff Notice 91-702 and includes a four-year sunset clause.

The Filer’s trading platform allows clients to trade CFDs on an execution-only basis, with real-time reporting and automated risk management systems. The Filer is the counterparty to its clients’ CFD trades and manages risk by placing identical CFDs back-to-back with an affiliate.

The Filer must comply with IIROC Rules and IIROC Acceptable Practices, maintain a certain level of capital, and provide a Risk Disclosure Document and obtain client acknowledgment before the first CFD transaction. The Filer’s officers and directors must provide personal information to the Principal Regulator, and the Filer must report any material changes or disciplinary actions related to CFD activities.

The relief is conditional on the Filer’s registration as an investment dealer, membership in IIROC, and compliance with IIROC Rules and Acceptable Practices. The relief will expire after four years or upon the occurrence of certain specified events, such as relevant legislative changes or regulatory actions that affect the Filer’s ability to offer CFDs.

The Securities Commission granted an exemption to IMAX Corporation from the issuer bid requirements outlined in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows IMAX to purchase up to 15% of its outstanding common shares through the New York Stock Exchange (NYSE) under repurchase programs that may be implemented from time to time.

The key reasons for the exemption include:

1. IMAX’s shares are not listed on any Canadian exchange but are listed on the NYSE.
2. IMAX believes that less than 2% of its shares are beneficially owned by Canadian residents.
3. The repurchase programs are in the best interests of IMAX and its shareholders.

The exemption is subject to several conditions:

– The repurchases must comply with U.S. securities laws and NYSE rules.
– The total number of shares acquired in a 12-month period cannot exceed 15% of the outstanding shares at the start of that period.
– The exemption is valid for acquisitions made within 36 months from the date of the decision.
– IMAX must disclose the terms of the exemption and conditions in a press release at least 5 days before purchasing shares under this exemption.

The relevant legislative provisions underpinning the outcome are:

– National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2
– Section 6.1 of NI 62-104
– Multilateral Instrument 11-102 Passport System
– National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions

The decision was made considering the minimal impact on Canadian shareholders and the compliance with applicable U.S. securities laws and exchange rules.

The Securities Commission has granted an exemption to a capital pool company (the issuer) from certain financial reporting requirements in connection with a reverse take-over transaction with a target company. This transaction will serve as the issuer’s qualifying transaction under Policy 2.4 Capital Pool Companies of the TSX Venture Exchange (TSXV).

The issuer sought relief from section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report. This would exempt the issuer from filing historical audited financial statements of a predecessor entity that are not material to the issuer.

The decision was based on several representations, including the issuer’s status as a capital pool company, the target company’s business activities, and the proposed reverse take-over transaction that would result in the issuer acquiring all issued and outstanding common shares of the target company. The target company is not a reporting issuer, and its principal business activity has been related to an option agreement for a property known as the FAD Property.

The exemption was granted on the condition that the issuer’s filing statement includes specific financial information about the target company and that this statement is filed on the System for Electronic Document Analysis and Retrieval (SEDAR) immediately following acceptance by the TSXV.

The decision was made under the authority of National Instrument 51-102 Continuous Disclosure Obligations, specifically section 4.10(2)(a)(ii), and Item 5.2 of Form 51-102F3 Material Change Report, and was informed by the issuer’s representations and the applicable securities legislation.

The Securities Commission issued a correction regarding Kirkland Lake Gold Ltd.’s status as a reporting issuer. The initial decision document contained an error, stating the date as February 25, 2022, whereas the correct date was February 18, 2022. On the correct date, Kirkland Lake Gold Ltd. was granted an order under subclause 1(10)(a)(ii) of the Securities Act (Ontario), confirming that the company is no longer a reporting issuer in Ontario or any other jurisdiction in Canada. This decision was made following the simplified procedure outlined in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. As a result, the company is relieved from the obligations that come with being a reporting issuer.

The Securities Commission has granted an application by Silver Lake Ontario Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The decision was based on several key representations by Silver Lake Ontario Inc.:

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

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

The Securities Commission granted an exemption to an issuer from the requirement to file restated interim financial reports by the deadline stipulated under subsection 4.3(4) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The issuer faced unexpected delays due to the COVID-19 pandemic, staffing shortages, and the CFO’s recovery from surgery, which impeded the preparation of the reports in accordance with U.S. GAAP.

The exemption allows the issuer to file the restated interim financial reports and related Management’s Discussion and Analysis (MD&A) by the earlier of 45 days from the filing of its annual financial statements or May 16, 2022. The issuer is a corporation under the Business Corporations Act (British Columbia) and is listed on the Canadian Securities Exchange. It is also a reporting issuer in multiple Canadian provinces and subject to the SEC’s reporting requirements in the United States.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The issuer agreed to issue a news release disclosing its reliance on the exemption, the existence of an insider trading black-out policy, and the anticipated filing date for the reports. Additionally, the issuer will not file a preliminary or final prospectus for any securities offering until all required documents are filed.

The decision was made in accordance with the relevant legislative provisions, including National Instrument 51-102 and Multilateral Instrument 11-102 Passport System, and was based on the representations made by the issuer. The exemption was granted subject to specific conditions outlined in the decision document.

The Securities Commission granted an exemption to certain mutual funds managed by the Filers, allowing them to invest more than 10% of their equity in non-reporting, related underlying pools managed by Northleaf Capital Partners, which are not subject to National Instrument 81-102 Investment Funds (NI 81-102). This decision is based on the condition that these investments are treated as illiquid assets and do not exceed 10% of the net asset value of the investing mutual fund, among other stipulations.

The exemption was sought because the mutual funds (Top Funds) could inadvertently breach the control restriction in section 2.2(1) of NI 81-102 due to the size disparity between the Top Funds and the Northleaf Funds. The Filers argued that the Top Funds would not actively participate in the business or operations of the Northleaf Funds and would be treated as arm’s-length investors.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The Filers provided notice that they intend to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions.

The conditions for the exemption include that the Top Funds will not actively participate in the Northleaf Funds’ operations, will be treated as arm’s-length investors, will not hold more than 20% of the Northleaf Funds’ equity or voting securities, and will not pay duplicative fees. Additionally, investments in Northleaf Funds must be disclosed to investors, and the manager of the Top Funds must comply with relevant sections of National Instrument 81-107 Independent Review Committee for Investment Funds regarding conflict of interest matters.

The decision allows the Top Funds to diversify their portfolios with private market investments, which the Filers believe will provide unique opportunities and potentially improve risk-adjusted returns for investors.

The Securities Commission granted an exemption to a mutual fund from certain provisions of the National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure. This exemption allows the mutual fund to include performance data in its sales communications, fund facts, and management reports for periods prior to when the fund was a reporting issuer, despite not having distributed securities under a simplified prospectus for 12 consecutive months.

The exemption is contingent on the mutual fund providing disclosures that:
– It was not a reporting issuer during the period the data covers.
– Expenses would have been higher if it had been subject to reporting issuer requirements.
– Performance data for 10, 5, 3, and one-year periods are included.

Additionally, the mutual fund must disclose in its simplified prospectus that the management expense ratio (MER) is based on the last financial year when units were offered privately and that the MER may increase with the offering under the simplified prospectus. The fund’s financial statements since operations commenced must be posted on its website and made available upon request.

The decision is based on the fund’s compliance with investment restrictions and practices, its operational consistency, and the belief that past performance data is meaningful for investors. The exemption is granted under the conditions that it will not be detrimental to investor protection and that the fund will provide the necessary disclosures and access to financial statements.

The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) previously issued against a company for failing to file its annual financial statements and related documents. The company, which had become a wholly-owned subsidiary following a plan of arrangement, was also in default for not filing subsequent interim financial statements and certificates. The company applied for the revocation of the CTO and simultaneously sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status.

The OSC based its decision on several key facts, including the company’s corporate history, its ownership structure after the plan of arrangement, and its securities delisting. The company had not filed the required annual and interim financial documents as mandated by National Instrument 52-109. However, it had submitted all other continuous disclosure documents, paid all necessary fees, and was not in default of any other requirements.

The OSC concluded that revoking the CTO was appropriate, contingent on the company ceasing to be a reporting issuer. The revocation was grounded in Section 144 of the Securities Act (Ontario), which allows for such a decision if it meets the test set out in the legislation. The revocation was effective on the date the company was confirmed to no longer be a reporting issuer.

The Securities Commission has granted an application by an issuer to cease being a reporting issuer in all Canadian jurisdictions. The issuer is not an OTC reporting issuer and has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide. Its securities are not traded on any market in Canada or internationally. The issuer is a wholly-owned subsidiary following a court-approved plan of arrangement and does not plan to seek public or private financing.

The issuer was in default for not filing certain continuous disclosure documents but concurrently applied for relief from a failure-to-file cease trade order (FFCTO), which was issued due to the non-filing. The issuer would have been eligible for a simplified procedure to cease reporting if not for the FFCTO.

The decision is based on the issuer meeting the criteria set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order was made considering the issuer’s representations and the fact that it is not in default of any other securities legislation requirements.

The Securities Commission has granted an extension for the renewal of the prospectus for a group of mutual funds managed by Pembroke Private Wealth Management Ltd. The extension allows the inclusion of a new fund, Pembroke Canadian All Cap Fund, into the existing prospectus that qualifies units of the existing funds for distribution. The lapse date for the current prospectus materials was set to be March 25, 2022, but with the exemption, it has been extended to April 25, 2022.

The decision is based on the understanding that the extension will not compromise the accuracy or currency of the information in the prospectus, as there have been no material changes to the funds that have not been disclosed. The extension is minimal and is not seen as disadvantageous to the unitholders. The Filer has also committed to amending the prospectus should any material changes occur.

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and other relevant regulations including National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, Regulation 11-102 respecting Passport System, Regulation 81-101 respecting mutual fund prospectus disclosure, and Regulation 81-102 respecting Investment Funds. The Autorité des marchés financiers acted as the principal regulator, and the decision also applies to other Canadian jurisdictions where the Filer intends to rely on Regulation 11-102.

The Securities Commission has granted an order for Great Bear Resources Ltd. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator.

The order was based on several key representations by Great Bear Resources Ltd.:

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

The decision to grant the order was made in accordance with the test set out in the applicable securities legislation, specifically referencing National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, and the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii). The order is evidence of the decision by both the British Columbia and Ontario securities regulatory authorities.

The Securities Commission has granted an extension to the lapse date for the renewal of the prospectus for a group of mutual funds managed by Pembroke Private Wealth Management Ltd. The extension allows the funds to incorporate a new fund, Pembroke Canadian All Cap Fund, into their existing prospectus. The lapse date for the current prospectus materials was set to be March 25, 2022, but with the exemption, it has been extended to April 25, 2022.

The decision is based on the understanding that the extension will not compromise the accuracy or currency of the information in the prospectus, as there have been no material changes to the funds that have not already been disclosed. The extension is minimal and is not seen as disadvantageous to the funds’ unitholders. The Filer has also committed to amending the prospectus should any material changes occur.

The exemption was granted under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with the public interest. The decision was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and Regulation 11-102 respecting Passport System. The Autorité des marchés financiers is the principal regulator for this application, and the decision also reflects the decision of the securities regulatory authority in Ontario.

The Securities Commission granted exemptive relief to investment funds managed by IG Investment Management, Ltd. (IGIM) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This relief allows the funds to invest in securities of related underlying investment funds managed by Northleaf Capital Partners (Canada) Ltd. (Northleaf), which are not reporting issuers and are not subject to NI 81-102.

Key facts include IGIM’s role as manager, trustee, and portfolio advisor of the funds, and Northleaf’s strategic partnership with IGIM affiliates. The underlying Northleaf funds, which include Northleaf Private Equity Investors VIII and Northleaf Secondary Partners III, are non-redeemable investment funds focusing on private equity investments.

The reasoning for the relief is based on the belief that private equity investments offer unique diversification and potential for improved risk-adjusted returns for the funds. IGIM argued that investing in Northleaf’s funds provides efficient and cost-effective access to private equity markets, which the funds could not directly access due to lack of internal expertise and relationships.

The outcome is that the funds can invest in Northleaf’s funds, subject to conditions ensuring they do not actively participate in operations, are treated as arm’s-length investors, and do not pay duplicative fees. Investments must be disclosed to investors, and the manager must comply with conflict of interest provisions in NI 81-107.

The decision is grounded in sections 2.5(2)(a) and (c) of NI 81-102, which generally restrict mutual funds from investing in non-reporting issuer funds not subject to NI 81-102, and section 19.1(2) which allows for exemptions. The relief is also subject to the oversight of an independent review committee as per NI 81-107.

The Securities Commission has decided to revoke a cease trade order (CTO) previously issued against an issuer for failing to file required continuous disclosure materials as mandated by Ontario securities law. The issuer, after rectifying the defaults by updating their continuous disclosure filings, applied for the revocation of the CTO under National Policy 11-207. The Commission, satisfied that the issuer met the legislative criteria for revocation, granted the order. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 144. The revocation reflects the agreement of decision makers in both British Columbia and Ontario, with the order serving as evidence of the decision in Ontario.

The Ontario Securities Commission (OSC) granted an exemption to the Bank of Montreal and its affiliates (collectively, the Applicants) from certain trading restrictions during distributions, formal bids, and share exchange transactions as outlined in section 2.2(a) of OSC Rule 48-501. The decision, made under section 5.1 of the same rule, allows the Applicants to engage in specific trading activities related to the Bank’s securities, which are considered highly liquid, without contravening the usual restrictions during issuer-restricted periods associated with Canadian offerings.

The key entities involved include asset managers, fund managers, plan facilitators, trustees, custodians, securities lending agents, restricted and non-restricted dealers, and the Bank itself. These parties are typically restricted from trading the Bank’s shares during certain periods when the Bank is distributing securities. However, the exemption enables them to continue trading to fulfill fiduciary duties, manage investments, facilitate employee share ownership plans, provide custody services, and conduct normal course issuer bids, among other activities.

The exemption is contingent on the securities being highly liquid and is subject to the condition that the trading activities do not undermine the public interest. The decision also revokes and replaces previous exemptive relief granted by the OSC.

The OSC’s decision is based on representations made by the Applicants regarding their regulated status, the nature of their business, and the necessity of the exemption to carry out their regular functions without undue disruption during issuer-restricted periods. The decision aims to balance the need for market integrity with the practical business operations of the Applicants, ensuring that their activities can continue in a manner that is not prejudicial to the public interest.

The Securities Commission has granted an order for Azarga Uranium Corp. to cease being a reporting issuer. This decision is based on the company meeting specific criteria outlined in the securities legislation. The key points leading to this outcome include:

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

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission served as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The legal framework for the application process includes National Policy 11-206, Multilateral Instrument 11-102 Passport System, and National Instrument 14-101 Definitions. The outcome allows Azarga Uranium Corp. to cease its obligations as a reporting issuer under Canadian securities law.

The Ontario Securities Commission (OSC) has approved an application by Gage Growth Corp. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for an entity to cease being a reporting issuer.

The key points leading to this decision include:

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

The OSC, as the principal regulator, determined that Gage Growth Corp. met the legislative requirements to cease being a reporting issuer and granted the order as requested.

The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against a corporation, allowing it to proceed with a private placement of debentures. The CTO was initially issued due to the corporation’s failure to file required continuous disclosure documents. The corporation aims to use the proceeds from the private placement to update its continuous disclosure filings and pay related fees.

Key points from the decision include:

– The corporation is a reporting issuer in multiple Canadian provinces and is involved in natural resources with non-producing oil and gas assets.
– It has been subject to CTOs from various securities commissions due to non-filing of financial statements and other continuous disclosure documents.
– The corporation has since filed certain financial documents and intends to file additional outstanding disclosures.
– The private placement involves issuing unsecured, non-convertible debentures with an aggregate principal amount of up to $250,000 to a small number of investors.
– The corporation will rely on prospectus exemptions under National Instrument 45-106 for the private placement.
– The partial revocation of the CTO is subject to conditions, including that investors receive copies of the CTO and acknowledge the securities will remain under the CTO until fully revoked.

The decision is based on section 144 of the Securities Act (Ontario), which allows for the revocation or variation of a decision of the Commission if it is not prejudicial to the public interest. The outcome permits the corporation to raise funds necessary to comply with its continuous disclosure obligations and potentially have the full CTOs revoked in the future.

The Securities Commission has granted CIBC Asset Management Inc. an exemption from the concentration restriction in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows fixed income funds managed by CIBC Asset Management or its affiliates to invest more than the usual 10% (for mutual funds) or 20% (for alternative mutual funds and non-redeemable investment funds) of their net asset value in debt securities issued or guaranteed by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac).

The decision is based on the recognition that Fannie Mae and Freddie Mac securities are implicitly guaranteed by the U.S. government, play a significant role in the U.S. mortgage industry, and have a U.S. government equivalent credit rating. The exemption is subject to conditions, including that the securities maintain a U.S. Government Equivalent Rating and a rating not less than the Minimum Rating, and that the funds’ prospectuses disclose the permission to exceed the concentration limits and the associated risks.

The exemption is also conditional upon the funds taking action to comply with the standard concentration limits if the credit ratings of Fannie Mae or Freddie Mac securities fall below the required thresholds or if the U.S. Congress proposes or enacts legislation that changes or removes the implied government guarantee.

The decision was made under section 19.1 of NI 81-102, which allows for exemptions from the requirements of the Instrument, and is based on the application and representations made by CIBC Asset Management Inc.

The Securities Commission has granted CIBC Asset Management Inc. an exemption from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102), specifically paragraph 2.8(1)(d) and subparagraph 2.8(1)(f)(i), which pertain to covering positions in derivatives. This exemption allows mutual funds managed by CIBC Asset Management or its affiliates to use options to sell an equivalent quantity of the underlying interest as cover for long positions in forward contracts, standardized futures, or swaps.

The exemption is conditional and includes limitations such as a cap on a fund’s purchase of options for non-hedging purposes to no more than 10% of the fund’s net asset value. The exemption is designed to provide funds with more flexibility to enhance yield and manage exposure to derivatives without over-collateralizing, which can impose additional costs.

The decision is based on the rationale that the risks associated with the positions covered by the exemption are similar to those permitted under paragraph 2.8(1)(c) of NI 81-102, which allows mutual funds to write put options covered by the right or obligation to sell an equivalent quantity of the underlying interest.

The exemption is subject to the condition that funds must hold sufficient cover, either in cash or through offsetting positions, to meet their obligations under the derivatives contracts without recourse to other assets of the fund. The decision will expire upon the enactment of any new securities legislation that addresses the use of cover for the underlying interest of forward contracts, standardized futures, or swaps in compliance with section 2.8 of NI 81-102.

The Securities Commission has granted an exemption to a mutual fund manager, allowing for an extension of the lapse date for the filing of the pro forma prospectus of certain mutual funds it manages. This extension is until May 15, 2022, to accommodate the completion of mergers of these funds.

The decision is based on the Securities Act (Ontario) and National Policy 11-203, which allows for such exemptions under specific circumstances. The mutual funds in question are reporting issuers in Quebec, Ontario, and New Brunswick and are currently distributing securities under a simplified prospectus.

The exemption was sought due to upcoming special meetings where changes in investment objectives will be voted on. Including these potential changes in the new prospectus would be more efficient and cost-effective. The manager has ensured that the current offering documents remain accurate and not prejudicial to the public interest, committing to amend them if any material changes occur.

The decision was made after considering that the exemption meets the legislative requirements and is not contrary to the public interest.

The Securities Commission granted an exemption to a group of investment funds managed by AGF Investments Inc. (AGFI) from certain conflict of interest provisions and related party transaction reporting requirements under the Securities Act and National Instrument 31-103. This decision allows public and private investment funds to invest in related underlying investments that are not reporting issuers, subject to specific conditions.

Key Facts:
– AGFI manages both public and private investment funds (collectively, Top Funds) and intends to invest a portion of their assets in related underlying investments, including AGF SAF Private Credit Trust and AGF SAF Private Credit Limited Partnership (Initial Underlying Investments), as well as any future similar investment schemes (Future Underlying Investments).
– The investments are intended to be in the best interest of the Top Funds and align with their investment objectives and strategies.

Reasoning:
– The exemption is granted based on the belief that such investments will provide efficient and cost-effective portfolio diversification for the Top Funds.
– The Top Funds will comply with investment restrictions and practices, including those related to concentration, control, and illiquid assets.
– The investments will be made at an objective price based on the net asset value (NAV) of the underlying investments.
– No fees or sales charges will be incurred by the Top Funds that would duplicate fees payable to AGFI or its investors for the same service.
– The exemption is subject to several conditions to ensure transparency, proper governance, and alignment with the Top Funds’ investment objectives.

Outcome:
– The exemption sought is granted, allowing the Top Funds to invest in the Initial and Future Underlying Investments, provided they adhere to the conditions set by the Securities Commission.

Relevant Laws and Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended, sections 111(2)(b) and (c), 111(4), 113, and 117.
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, sections 13.5(2)(a) and 15.1.
– The decision also references National Instrument 81-102 Investment Funds and National Instrument 81-107 Independent Review Committee for Investment Funds, as well as other securities legislation and instruments relevant to the application.

The Ontario Securities Commission (OSC) issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) for Neo Lithium Corp., determining that the company is no longer considered to be offering its securities to the public. This decision was based on the company’s representations that it is an offering corporation under the OBCA, has no plans for public securities offerings, and had previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting the order would not adversely affect the public interest. The order was made in Toronto on March 11, 2022, in accordance with the relevant laws and regulations, specifically subsection 1(6) of the OBCA.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the issuer meeting several criteria: it is not an OTC reporting issuer, its securities are held by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, it has requested to cease being a reporting issuer, and it is not in default of any securities legislation. The decision is supported by the relevant securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator, and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the issuer is no longer subject to reporting obligations in Canada.

The Securities Commission has granted an application by Galaxy Lithium One Inc. for the company to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications.

The key considerations for the decision included the fact that Galaxy Lithium One Inc. was not an OTC reporting issuer, its securities were held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities were not traded on any public marketplace. Additionally, the company was not in default of any securities legislation.

The outcome allows Galaxy Lithium One Inc. to stop adhering to the reporting obligations required of public companies, as it no longer meets the criteria for being a reporting issuer. This decision was supported by the relevant securities legislation and regulatory instruments, including the Securities Act (R.S.O. 1990, c. S.5) and Multilateral Instrument 11-102 Passport System.

The Securities Commission granted an exemption to a new alternative mutual fund, allowing it to include past performance data from a period when its securities were offered on a prospectus-exempt basis in its sales communications, simplified prospectus, fund facts documents, and management reports of fund performance (MRFP). This exemption was provided under certain sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, and National Instrument 81-106 Investment Fund Continuous Disclosure.

The fund, which has the same investment objectives and fee structure as during the prospectus-exempt period, can now use this historical data to calculate its investment risk level in accordance with the Investment Risk Classification Methodology. The exemption is conditional upon the fund disclosing that it was not a reporting issuer during the referenced period, that expenses would have been higher had it been subject to reporting issuer requirements, and that the fund obtained relief to disclose this data. Additionally, the fund’s financial statements since the Effective Date must be posted on its website and made available upon request.

The decision was made because the Commission was satisfied that the exemption met the legislative test and would provide significant and meaningful information to investors. The principal regulator for the application was the Ontario Securities Commission, and the decision is applicable across Canadian jurisdictions.

The Alberta Securities Commission, acting as the principal regulator under the Passport System, granted Ovintiv Inc. an exemption from certain issuer bid requirements for purchasing its common shares through U.S. markets. This decision allows Ovintiv to exceed the 5% limit set by National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) for purchases outside of designated exchanges, provided that the aggregate purchases do not surpass 10% of the public float as per the TSX normal course issuer bid (NCIB) rules.

The exemption is contingent on Ovintiv maintaining its status as a U.S. and SEC foreign issuer, adhering to U.S. market rules, disclosing its intentions in TSX notices, and complying with Canadian trading rules. The exemption is valid for 36 months from the decision date and is subject to conditions ensuring that the total shares acquired across all markets do not exceed regulatory limits. The decision is based on the understanding that the repurchases are in the best interests of Ovintiv and will not adversely affect the company or its shareholders.

The Ontario Securities Commission (OSC) has granted an order recognizing Millennial Precious Metals Corp. as a reporting issuer in Ontario under paragraph 1(11)(b) of the Securities Act (R.S.O. 1990, c. S.5). The company, previously known as 1246768 B.C. Ltd., underwent a name change and a reverse takeover transaction, resulting in its listing on the TSX Venture Exchange and the OTCQB Venture Market.

The decision was based on several factors:

1. The company is already a reporting issuer in British Columbia and Alberta, with continuous disclosure requirements in these jurisdictions being substantially the same as those in Ontario.
2. Millennial Precious Metals Corp. has a significant connection to Ontario, with its head office located in Toronto and over 20% of its Common Shares held by Ontario residents.
3. The company is not in default of any securities legislation in Canada and is in compliance with the continuous disclosure requirements.
4. There are no penalties, sanctions, or ongoing investigations against the company, its officers, directors, or controlling shareholders that would be material to an investor’s decision-making process.

The OSC concluded that granting the order would not be prejudicial to the public interest. The order was issued on March 9, 2022, and as a result, the OSC will become the company’s principal regulator.

The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members, or a selling securityholder, to use standard term sheets, marketing materials, and conduct road shows for future offerings under a Final MJDS Shelf Prospectus. This exemption is necessary because National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) does not have equivalent provisions to Part 9A of National Instrument 44-102 Shelf Distributions (NI 44-102), which permits such marketing activities following the issuance of a receipt for a final base shelf prospectus.

The exemption is conditional upon compliance with the approval, content, use, and other conditions and requirements of Part 9A of NI 44-102 as if the Final MJDS Shelf Prospectus were a final base shelf prospectus under NI 44-102. The decision is based on the representations made by the Filer, including their status as a reporting issuer, the filing of a registration statement and a preliminary MJDS base shelf prospectus, and the intention to file a final MJDS base shelf prospectus.

The relevant laws and regulations underpinning the outcome include the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53 and 74(1)2, National Instrument 71-101 The Multijurisdictional Disclosure System, section 11.3, and National Instrument 44-102 Shelf Distributions, Part 9A. The decision was made by the British Columbia Securities Commission, acting as the principal regulator, and also represents the decision of the securities regulatory authority in Ontario.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206, which outlines the process for such applications. The Ontario Securities Commission served as the principal regulator, and the issuer indicated reliance on Multilateral Instrument 11-102 for other provinces involved.

The decision was based on several key representations by the issuer:

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

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

The Securities Commission issued an order that Golden Star Resources Ltd. (the Filer) has ceased to be a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision was made under the securities legislation of Ontario, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission acted as the principal regulator for this application, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for provinces outside Ontario.

The order was based on representations by the Filer that it met the necessary conditions: it was not an OTC reporting issuer, its securities were owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities were not traded on any public marketplace, it sought to cease being a reporting issuer in all Canadian jurisdictions, and it was not in default of any securities legislation.

The principal regulator concluded that the Filer satisfied the criteria set out in the relevant legislation and granted the order for the Filer to cease being a reporting issuer.

The Ontario Securities Commission (OSC) has granted an application by an issuer, Neo Lithium Corp., to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the authority of the Securities Act (Ontario) and in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The key considerations for the decision were:

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

The OSC, acting as the principal regulator, determined that the issuer met the legislative requirements to cease being a reporting issuer, and therefore, the application was approved.

The Securities Commission has granted the Asian Infrastructure Investment Bank (AIIB) an exemption from the prospectus requirement for issuing or guaranteeing debt securities in Canadian or US currency. This decision is based on the AIIB’s similarities to other permitted supranational agencies listed in subsection 2.34(1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106), which are already exempt. The AIIB, an international organization established to support infrastructure development in Asia, is not a reporting issuer in Canada and does not intend to become one.

The exemption is subject to two conditions: the debt securities must be payable in Canadian or US currency, and the exemption will expire two years from the date of the decision. The AIIB’s operations, governance, and financial status were considered in making this decision, including its triple-A credit rating and recognition by the Basel Committee on Banking Supervision, which allows for a 0% risk weight for bank claims on the AIIB.

The decision was made under the authority of sections 53 and 74(1) of the Securities Act (Ontario) and is consistent with the test set out in the securities legislation for granting such an exemption. The exemption aims to facilitate the AIIB’s ability to raise funds for its development activities without the need for a prospectus, acknowledging its status as a multilateral development bank with a public policy mandate.

The Ontario Securities Commission granted Brookfield Business Corporation (BBUC) and Brookfield Asset Management Inc. (collectively, the Filers) exemptions from certain prospectus and distribution requirements under securities legislation. This decision allows for specific trades in non-voting limited partnership units of Brookfield Business Partners L.P. (BBU) in connection with the distribution and exchange of class A exchangeable subordinate voting shares of BBUC pursuant to a rights agreement.

The exemptions include relief from the prospectus requirements for the delivery of BBU units to holders of BBUC’s exchangeable shares under the rights agreement, provided certain conditions are met, such as BBU being a reporting issuer and the terms of the rights agreement remaining materially unchanged. Additionally, first trades in BBU units acquired under the rights agreement are not considered distributions, subject to conditions like BBU’s reporting issuer status and the absence of unusual market preparation efforts.

BBUC is also exempt from the requirement that an issuer’s equity securities must be listed on a short form eligible exchange to file a short form prospectus, as long as BBUC meets other qualification criteria, its operations have not ceased, and its principal asset is not cash or cash equivalents. Furthermore, BBUC is exempt from the requirement that only equity securities can be distributed via at-the-market distributions using shelf procedures, provided the securities are exchangeable shares and BBU units qualify as equity securities.

The exemptions are based on the rationale that the exchangeable shares are intended to provide an economic return equivalent to BBU units, and the market price of the exchangeable shares is expected to closely track the market price of BBU units. The decision is underpinned by various securities regulations, including National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions, and is not contrary to the public interest.

The Securities Commission has granted an exemption to Brookfield Business Partners L.P. (BBU) and Brookfield Business Corporation (BBUC) from certain requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). This exemption relates to related party transactions between BBU and BBUC or their subsidiary entities, and the calculation of market capitalization for certain transactions.

Key points include:

1. BBU and BBUC are both reporting issuers and have created a structure where BBUC issues exchangeable shares that are economically and functionally equivalent to BBU units, providing an alternative investment method for investors.

2. The exemption allows BBU and BBUC to engage in related party transactions without adhering to the usual related party transaction requirements of MI 61-101, subject to conditions such as BBUC being a controlled subsidiary of BBU, and BBU consolidating BBUC in its financial statements.

3. BBU is permitted to include BBUC’s exchangeable shares in its market capitalization calculation for the purpose of determining the applicability of the 25% market capitalization exemption for certain related party transactions.

The decision is based on the premise that the exchangeable shares issued by BBUC provide an equivalent economic return as BBU units, and that the market price of the exchangeable shares will track the market price of the BBU units. The exemption is conditional upon no material changes to the exchangeable share provisions and the continued consolidation of BBUC within BBU’s financial statements.

The relevant legislative provisions underpinning the outcome are sections 5.5(a), 5.7(1)(a), and 9.1 of MI 61-101, which deal with the protection of minority security holders in special transactions. The decision also references the Downstream Transaction Carve-Out under paragraph 5.1(g) of MI 61-101 and the definition of market capitalization in the legislation.

The decision aims to facilitate the operation of the exchangeable share structure and support the economic interests of BBU and BBUC, while also ensuring that the protections intended by MI 61-101 are maintained for minority shareholders.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Kirkland Lake Gold Ltd. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation with its head office in Ontario, has no plans for public securities offerings, and had previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The decision was made on February 25, 2022, under the relevant laws, specifically the OBCA and the Securities Act (Ontario).

The Securities Commission has granted an order for Zonia Holdings Corp. to cease being a reporting issuer under the applicable securities laws. The decision was made based on the company’s application and the following key points:

1. Zonia Holdings Corp. is not an OTC reporting issuer as per Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide.
3. No securities of the company are traded on any marketplace or facility where trading data is publicly reported, either in Canada or internationally.
4. Zonia Holdings Corp. has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently holds this status.
5. The company is not in default of any securities legislation in any jurisdiction.

The order was issued in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The order meets the legislative requirements for a company to cease being a reporting issuer, as determined by the Decision Makers.

The Securities Commission granted an exemption to mutual funds that are not alternative mutual funds from certain derivative cover requirements under National Instrument 81-102 Investment Funds (NI 81-102). The exemption allows these funds to engage in standardized futures, forward contracts, or swaps to substitute the risk of one currency, interest rate, or duration for another without increasing the fund’s exposure to currency risk, interest rate risk, or duration risk, nor creating additional leverage.

The decision permits funds to create synthetic short positions up to an aggregate limit of 20% of the fund’s net asset value, combining direct and synthetic short positions. Additionally, it allows funds to alter currency exposure with the condition that the aggregate currency exposure does not exceed the fund’s net asset value.

The key regulations involved are sections 2.8(1)(d), 2.8(1)(e), and 2.8(1)(f) of NI 81-102, which typically impose cover requirements for derivatives to prevent leveraging. The exemption was granted under section 19.1 of NI 81-102, which allows for exemptive relief under certain conditions.

The decision was based on representations by the Filer, including that the Funds will comply with certain cash cover requirements and that the Funds’ currency and interest rate exposures will not exceed their net asset value. The Filer also has policies and procedures to monitor and manage the use of derivatives by the Funds.

The exemption is subject to conditions ensuring that the use of derivatives is consistent with the Funds’ investment objectives and strategies, and that the Funds maintain appropriate cash cover and exposure limits. The decision is intended to provide the Funds with greater flexibility in managing their portfolios without compromising risk management or increasing leverage beyond permitted limits.

The Securities Commission has granted an exemption to Addenda Capital Inc. (the Filer) from the requirement to file a final prospectus within 90 days of receiving the receipt for the preliminary prospectus, as stipulated under subsection 2.1(2) of Regulation 81-101 Mutual Fund Prospectus Disclosure. This decision is based on the Filer’s application for relief, which was made in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Filer, which is responsible for managing the Addenda Income Focus Fund, Addenda Global Balanced Fund, and Addenda Global Diversified Equity Fund (the Funds), is a corporation registered as a portfolio manager, exempt market dealer, investment fund manager, commodity trading manager, and derivatives portfolio manager across various Canadian provinces and territories. The Funds are open-ended mutual fund trusts established under Quebec law.

The Filer had filed a preliminary prospectus on November 23, 2021, and received a receipt on November 30, 2021. According to the standard requirement, a final prospectus should have been filed by February 28, 2022. However, the Filer requested an additional 30 days to finalize and execute agreements with third-party service providers for trusteeship, custodianship, and back-office functions.

The Commission determined that granting the exemption would not be contrary to the public interest as there had been no public solicitation of interest in the Funds and the preliminary prospectus had not been distributed to the public. Consequently, the exemption was granted on the condition that the final prospectus is filed by March 30, 2022. This decision was made under the authority of subsection 6.1(1) of Regulation 81-101 and reflects the consensus of the securities regulatory authorities or regulators in both Quebec and Ontario.

The Ontario Securities Commission (OSC) granted Nova Net Lease REIT (the Filer) an exemption from the requirement to file financial statements of its primary tenant, Cloud Cannabis, prepared in accordance with International Financial Reporting Standards (IFRS). Instead, the Filer is permitted to file these statements using United States Generally Accepted Accounting Principles (US GAAP), as outlined in section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107).

The Filer, a reporting issuer in multiple Canadian jurisdictions, does not control Cloud Cannabis and cannot legally mandate the preparation of its financial statements in IFRS. Cloud Cannabis’s financial performance is significant to the Filer’s ability to pay dividends, as the Filer’s financial results are partly dependent on Cloud Cannabis’s lease payments.

The Filer has provided an undertaking to file Cloud Cannabis’s financial statements and related management’s discussion and analysis (MD&A) in accordance with US GAAP and NI 51-102’s requirements, respectively. This arrangement will continue until Cloud Cannabis’s payments constitute less than 30% of the Filer’s annual revenue.

The OSC concluded that the exemption would not prejudice the Filer’s unitholders, as the financial statements prepared under US GAAP would not be materially different from those prepared under IFRS. The decision was made on February 24, 2022, and applies to the Filer across all Canadian jurisdictions where it is a reporting issuer.

The Securities Commission has granted an exchange-traded fund (ETF) an exemption from section 9.4(2) of National Instrument 81-102 Investment Funds (NI 81-102), allowing the ETF to accept digital assets, specifically bitcoin or ether, as subscription proceeds for its units, known as Creation Units. This decision is subject to conditions and is based on the ETF’s need to align the trading price of its units more closely with its net asset value.

Under normal circumstances, subsection 9.4(2) of NI 81-102 restricts mutual funds from accepting anything other than cash or securities as subscription proceeds. However, the ETF argued that allowing digital assets as payment would benefit investors by reducing the premium or discount on the trading price of the ETF units relative to the net asset value per security.

The exemption is conditional on the digital assets being acquired from a regulated exchange, trading platform, or over-the-counter counterparty, and being directly delivered to the ETF’s digital wallet at its custodian or sub-custodian. This is to ensure compliance with laws aimed at preventing money laundering and terrorist financing activities.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The ETFs involved are managed by CI Investments Inc. and are designed to provide exposure to bitcoin and ether through an institutional-quality fund platform. The ETFs are reporting issuers in all Canadian jurisdictions and are subject to NI 81-102.

The Securities Commission granted an exemption to mutual funds managed by the Filer from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding the use of performance ratings and awards in sales communications. The exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, subject to conditions ensuring transparency and relevance.

Key points of the decision include:

1. The Filer, as the investment fund manager, sought relief from paragraphs 15.3(4)(c) and (f) of NI 81-102, which restrict the reference to performance ratings or rankings in sales communications unless they match specific time periods and are published within certain timeframes.

2. The exemption was necessary because the ratings and awards in question do not match the standard performance data periods required by NI 81-102, and the timeframes for publication would limit their use in communications.

3. The Ontario Securities Commission, acting as the principal regulator, agreed to grant the exemption, provided that the sales communications meet all other requirements of Part 15 of NI 81-102 and include specific disclosures, such as the category of the award, the number of funds in the category, the name of the ranking entity, and the period on which the rating or award is based.

4. The exemption also stipulates that the awards being referenced must not have been awarded more than 365 days before the date of the sales communication and that the ratings and awards must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision supports the provision of useful information to investors while ensuring that the information is presented in a clear and not misleading manner, in line with the objectives of NI 81-102.

The Securities Commission granted an exemption from the prospectus requirement to an Australian company, BHP Group Limited, for the distribution of shares in another Australian entity, Woodside Petroleum Ltd., to its Canadian shareholders as a dividend in specie. This decision was made because the distribution did not meet existing legislative exemptions, as Woodside is not a reporting issuer in Canada. The exemption was based on the fact that the company has a minimal presence in Canada, with Canadian shareholders holding a de minimis proportion of shares, and that no investment decision is required from these shareholders to receive the distribution.

The key regulations involved are section 53 of the Securities Act (Ontario), which generally requires a prospectus for distributions of securities, and section 74(1), which allows for exemptions. The decision also references National Instrument 45-106 Prospectus Exemptions and National Instrument 45-102 Resale of Securities, which provide conditions for exempt distributions and resales.

The outcome allows the Australian company to proceed with the share distribution in Canada without a prospectus, under the condition that any first trade of the distributed shares in Canada will be considered a distribution and subject to certain resale provisions. The decision was made on February 18, 2022, by the Ontario Securities Commission, which acted as the principal regulator.

The Securities Commission has granted an order for Kirkland Lake Gold Ltd. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act (Ontario) and was informed by National Policy 11-206, which outlines the process for an issuer to cease being a reporting issuer.

The key considerations for the decision included the following:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the company met the legislative requirements to cease being a reporting issuer and therefore approved the application.

The Securities Commission granted an exemption to a mutual fund manager (the Filer) from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding the use of performance ratings and awards in sales communications. The exemption allows the Filer’s existing and future mutual funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications.

Under NI 81-102, sales communications must not refer to a mutual fund’s performance rating or ranking unless it matches the standard performance data periods required (except since inception) and is current to a specified calendar month end. The Filer sought relief from these requirements because the FundGrade and Lipper ratings and awards do not align with these timeframes.

The Commission determined that the exemption was not detrimental to investor protection and granted it subject to conditions. These conditions include that the sales communications must comply with other parts of NI 81-102 and contain specific disclosures, such as the name of the award or rating, the number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the FundGrade A+ Award and Lipper Awards referenced must not have been awarded more than 365 days before the date of the sales communication, and the ratings and awards must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made by the Autorité des marchés financiers as the principal regulator, with the Ontario Securities Commission evidencing the decision. The exemption is documented under application file #2022/0061 and SEDAR #3332364.

The Securities Commission issued a partial revocation of a cease trade order (CTO) against Easy Technologies Inc., which had been cease traded due to its failure to file audited annual financial statements. The company sought this partial revocation to conduct a private placement to raise funds, aiming to use the proceeds to update its continuous disclosure documents and pay related fees.

The CTO was initially issued because the company did not file certain financial reports and statements on time, attributed to financial difficulties. The company, which has no significant assets and is not currently operating any business, proposed a private placement of up to $165,000 through the issuance of common shares to accredited investors in British Columbia, Ontario, and Alberta.

The Securities Commission granted the partial revocation under specific conditions, including that potential investors must be informed about the CTO and acknowledge that all securities, including those issued in the private placement, will remain under the CTO until it is fully revoked. The company must provide written acknowledgments from investors to the Commission upon request.

The partial revocation is based on the Securities Act (Ontario), specifically sections 127 and 144, and National Policy 11-207. The order will expire upon the completion of the private placement or after 90 days from the date of the order, whichever comes first. The company plans to apply for a full revocation of the CTO after addressing its continuous disclosure obligations and paying outstanding fees.

The Ontario Securities Commission (OSC) has decided to fully revoke a cease trade order against Aardvark Ventures Inc., previously known as Roca Mines Inc. The original cease trade order was issued due to the company’s failure to file required continuous disclosure materials, including audited financial statements, management’s discussion and analysis (MD&A), and certification of filings as mandated by National Instrument 52-109.

Aardvark Ventures Inc. has since remedied these defaults by updating its continuous disclosure filings and has applied for the revocation of the cease trade order under section 144 of the Ontario Securities Act, R.S.O. 1990, c. S.5. The company has also provided assurances that it will not undertake certain transactions involving material underlying businesses not located in Canada unless it complies with the filing of a preliminary and final prospectus in accordance with applicable securities legislation.

The OSC, upon reviewing the application and considering the public interest, is satisfied that revoking the cease trade order would not be prejudicial to the public interest. Consequently, the OSC has ordered the revocation of the cease trade order against Aardvark Ventures Inc. as of February 16, 2022.

The Ontario Securities Commission granted an exemption to extend the prospectus lapse date for certain funds managed by Manulife Investment Management Limited by 143 days. This decision was made under subsection 62(5) of the Securities Act (Ontario). The extension aligns the funds’ prospectus renewal with that of other funds with a later lapse date, allowing for a combined prospectus to reduce costs and simplify investor comparisons. No material changes have occurred in the funds since the last prospectus, ensuring current information remains accurate. The exemption is not expected to be prejudicial to the public interest. Relevant regulations include the Securities Act, R.S.O. 1990, c. S.5, as amended, and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission has granted an exemption to mutual funds and exchange-traded funds managed by the Filer or its affiliates, allowing them to use receivables from declared dividends as cover for long positions in standardized futures. This exemption deviates from section 2.8(1)(d) of National Instrument 81-102 Investment Funds (NI 81-102), which typically requires funds to hold cash cover for such positions. The decision is intended to enable funds to equitize dividend receivables, allowing them to track their applicable index more accurately or to invest the amount of the receivable as applicable.

The exemption is contingent on the funds holding, on each trading day, a combination of the receivable amount, cash cover, and margin or collateral that equals or exceeds the daily mark-to-market underlying market exposure of the standardized future. This decision is based on the rationale that including receivables as cover aligns with global market practices and reduces tracking error or underinvestment, potentially improving fund performance and investor returns.

The decision was made under the authority of section 19.1 of NI 81-102 and is applicable in multiple jurisdictions across Canada, as outlined in the Multilateral Instrument 11-102 Passport System. The Filer has met all necessary conditions and is not in default of any securities legislation in the jurisdictions concerned.

The Securities Commission has granted an exemption to investment funds managed by Ninepoint Partners LP, allowing them to invest in unregistered fixed income securities known as 144A Securities without considering them as illiquid assets under National Instrument 81-102 Investment Funds (NI 81-102). This exemption applies to funds that are qualified institutional buyers (QIBs) under Rule 144A of the US Securities Act of 1933.

The decision was made because the Commission recognized that 144A Securities, despite being unregistered, are actively traded among QIBs without holding periods, making them liquid and attractive investment opportunities. The exemption is contingent on the funds maintaining their QIB status at the time of purchase and the securities being traded on a mature and liquid market. Additionally, the funds must disclose in their prospectus that they have obtained this exemption.

The key regulations involved are:

1. National Instrument 81-102 Investment Funds (NI 81-102), particularly sections 1.1 and 2.4, which define illiquid assets and set restrictions on their holdings by investment funds.
2. Rule 144A of the US Securities Act of 1933, which exempts resales of unregistered securities to QIBs from registration requirements.
3. The Securities Act of 1933, which governs the securities and investment industry in the United States.

The outcome allows the funds to invest in 144A Securities without breaching the illiquid asset restrictions, potentially benefiting the funds and their investors by providing access to a broader range of investment opportunities.

The Securities Commission granted an exemption under subsection 62(5) of the Securities Act, allowing for an extension of the prospectus lapse date for certain funds managed by Canada Life Investment Management Ltd. The extension is for 155 days, aligning the funds’ prospectus renewal with that of other funds under the same management, with the new lapse date being August 19, 2022.

This decision was made to facilitate cost reduction in renewal and printing, streamline disclosure, and simplify investor comparison of the funds. The extension will not compromise the accuracy of the current prospectus as no material changes have occurred since its last filing. Should any material changes arise, amendments will be made as required by law.

The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and was influenced by the practicality and financial considerations of combining the prospectus documents of the funds in question. The Commission determined that this relief would not be prejudicial to the public interest.

The Securities Commission has granted an exemption to a group of applicants, including Bank of Montreal and its various subsidiaries, from certain trading restrictions during the distribution of the Bank’s common shares. These restrictions are outlined in section 2.2(a) of OSC Rule 48-501, which generally prohibits issuer-restricted persons from bidding for or purchasing securities during specific periods related to distributions.

The applicants sought relief from these restrictions to allow for the continuation of regular investment and trading activities on behalf of their clients and managed accounts, including activities related to employee share ownership plans, dividend reinvestment plans, and normal course issuer bids, among others.

The Commission considered the application and representations made by the applicants, which included details about their regulatory status, business activities, and the nature of the transactions that would be affected by the trading restrictions. The applicants argued that the restrictions would prevent them from fulfilling fiduciary duties and conducting ordinary business activities, despite the shares in question being highly liquid securities.

The Director of Market Regulation, upon being satisfied that granting the exemptions would not be prejudicial to the public interest, decided to exempt the applicants from the trading restrictions during the issuer-restricted period for Canadian Offerings, provided that the shares continue to meet the liquidity requirements of the Rule. The exemption allows the applicants to engage in specific activities, including purchasing shares for managed accounts, facilitating employee plan transactions, providing custody services, and conducting normal course issuer bids, among others.

The decision also grants an exemption to restricted dealers associated with the applicants, allowing them to operate within the confines of the Universal Market Integrity Rules (UMIR) Trading Restrictions, provided the shares remain highly liquid.

The decision underscores the balance between maintaining market integrity and allowing for the practical execution of business activities by financial institutions and their subsidiaries.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) stating that Apollo Healthcare Corp. (the Applicant) is deemed to have ceased offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation with its head office in Ontario, has no plans for public securities financing, and has previously been recognized as not being a reporting issuer in any Canadian jurisdiction. The OSC determined that granting this order would not be against the public interest. The decision was made on February 4, 2022, and is grounded in the provisions of the OBCA and related securities regulations.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Sol Cuisine Ltd. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it does not intend to seek public financing through securities offerings, and it has already been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission has determined that granting this order would not be against the public interest. The order was made on February 7, 2022, in accordance with the relevant provisions of the OBCA.

The Securities Commission has granted an order for Corvus Gold ULC to cease being a reporting issuer in accordance with the securities legislation. The decision was based on the following key points:

1. Corvus Gold ULC is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. The company’s securities are held by fewer than 15 securityholders in each jurisdiction in Canada and under 51 worldwide.
3. No securities of the company are traded on any public marketplace or facility in Canada or elsewhere.
4. Corvus Gold ULC has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status.
5. The company is not in default of any securities legislation in any jurisdiction.

The order was made in accordance with the securities legislation, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The British Columbia Securities Commission acted as the principal regulator for the application, and the decision also reflects the concurrence of the securities regulatory authority in Ontario. The order satisfies the legislative requirements for a company to cease being a reporting issuer.

The Securities Commission has granted Leith Wheeler Investment Counsel Ltd. (the Filer) an exemption from dealer registration and prospectus requirements under certain conditions. This decision allows the Filer, Plan Sponsors, and mutual funds managed by the Filer to trade securities of these funds with tax-assisted and non-tax-assisted capital accumulation plans (CAPs) without the usual dealer registration and prospectus obligations.

Key conditions for the exemption include that Plan Sponsors must select the funds for investment options, establish policies for members who do not make investment decisions, and provide members with detailed information about the funds, fees, and performance. The Plan Sponsors must also offer investment decision-making tools and, if applicable, information on how to access investment advice from a registrant.

For non-tax-assisted CAPs, contributions are limited to the positive difference between the maximum amount that could have been contributed under the CAP if not restricted by the Income Tax Act (Canada) and the actual maximum dollar limit provided in the Act, with further limitations specified.

The Funds must comply with Part 2 of National Instrument 81-102 Investment Funds (NI 81-102), and for publicly available funds, the current prospectus or Fund Facts must be available to members upon demand.

The exemption is subject to termination upon the introduction of new securities rules regarding registration or prospectus exemptions for trades in mutual fund securities to CAPs or following a notice period if such rules are not proposed.

The decision is based on the Securities Act (Ontario) and is informed by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, Multilateral Instrument 11-102 Passport System, and other relevant securities legislation and guidelines.

The Securities Commission has granted an exemption to I.G. Investment Management Inc., Mackenzie Financial Corporation, and Counsel Portfolio Services Inc. (collectively referred to as the Filers), along with their managed investment funds, from certain provisions of the Ontario Securities Act. This exemption allows these investment funds to invest in issuers where a substantial securityholder of the fund manager has a significant interest, and it exempts the managers from certain reporting requirements related to transactions with related parties.

The exemption replaces a previous decision that only applied to mutual funds and now includes non-redeemable investment funds subject to National Instrument 81-102 (NI 81-102). The relief is conditional upon approval from an independent review committee and annual reporting of investment particulars made under the relief.

The key regulations involved are the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, and National Instrument 81-102 Investment Funds. The decision is based on the premise that the investments are consistent with the funds’ objectives and strategies, and that the transactions are approved by the funds’ independent review committees. The exemption is also contingent upon compliance with sections 5.1 and 5.4 of National Instrument 81-107 regarding the independent review committee’s instructions and reporting.

The outcome is that the Filers and the investment funds they manage can invest in closed-end pooled funds managed by Northleaf Capital Group Ltd., in which a substantial securityholder, Power Corporation of Canada, has a significant interest, without breaching the related issuer investment restrictions or adhering to the management company reporting requirements, subject to the conditions outlined.

The Securities Commission has granted Veritas Asset Management Inc. and its associated alternative mutual funds (the Existing Alternative Fund and Future Alternative Funds) an exemption from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement normally prohibits the consolidation of a simplified prospectus (SP) for an alternative mutual fund with the SP of a conventional mutual fund that is not an alternative mutual fund.

The exemption allows the SPs for the Alternative Funds to be combined with the SPs of conventional mutual funds (Veritas Funds) managed by the Filer, with the aim of reducing costs associated with renewal, printing, and related expenses. The consolidation is also intended to facilitate investor comparison and streamline disclosure across the Filer’s fund platform.

The decision was based on representations by the Filer that included their compliance with securities legislation, the operational and administrative similarities between the Alternative Funds and Veritas Funds, and the continued provision of fund facts documents to investors as required by law. The Filer also argued that mutual funds should not be treated differently from exchange-traded funds (ETFs), which are allowed to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101 General Prospectus Requirements (NI 41-101).

The principal regulator, the Ontario Securities Commission, concluded that the exemption meets the test set out in the legislation and granted the Exemption Sought.

The Securities Commission granted exemptive relief from the prospectus and registration requirements for trades related to an employee share offering by a French issuer, Compagnie de Saint-Gobain. The relief was necessary because the offering was made through special purpose entities (FCPEs) rather than directly by the issuer, which meant the standard employee exemption could not be applied.

The decision was based on several factors: Canadian employees would receive disclosure documents; the special purpose entities were regulated by the French securities regulator; participation in the offering was not tied to employment expectations; there was no Canadian market for the securities; and Canadian participation was minimal.

The relief was subject to conditions, including that the issuer remained a foreign entity and that the first trade of securities in Canada would still be subject to prospectus requirements unless it occurred outside of Canada or to a person outside of Canada. The relief was granted under the Securities Act (Ontario), National Instrument 31-103, National Instrument 45-106, National Instrument 45-102, and Ontario Securities Commission Rule 72-503. The decision was made with the understanding that the facts presented by the Filer were accurate and that similar conditions would apply to subsequent offerings within five years of the decision date.

The Securities Commission has granted exemptive relief to investment fund managers (the Filers) from certain provisions of the Securities Act (Ontario) that restrict investments in issuers where a substantial securityholder has a significant interest. This decision allows investment funds managed by the Filers to invest up to 10% of their net assets in a closed-end pooled fund (SCP II) managed by Sagard, a subsidiary of Power Corporation of Canada, which is a substantial securityholder of the Filers.

The relief is contingent on the investments being consistent with the funds’ objectives, approval by each fund’s independent review committee (IRC), and compliance with relevant investment restrictions on illiquid assets as per National Instrument 81-102 (NI 81-102). Additionally, the Filers are exempt from management company reporting requirements, provided they disclose the particulars of any investments made under the relief in their annual filings.

The decision is underpinned by the Securities Act (Ontario), specifically sections 111(2)(c)(ii), 111(4), 113, and 117, and is subject to conditions that ensure the investments are in the best interests of the funds and their investors. The Filers must also adhere to the requirements of National Instrument 81-107 (NI 81-107) regarding IRC approval and oversight.

The outcome enables the Filers to offer their investors the potential benefits of private credit investments, which may improve fund performance and reduce risk and volatility. The decision was made considering the cost and time savings for the Filers and the alignment with the funds’ investment objectives.

The Securities Commission has granted an order for CNOOC Limited to cease being a reporting issuer in Canada. This decision is based on the application submitted by CNOOC Limited, which is governed by Hong Kong laws and was a reporting issuer in Alberta and Ontario. The company’s American Depository Receipts (ADRs) were previously listed on both the New York Stock Exchange and the Toronto Stock Exchange but were delisted from these exchanges in October and December 2021, respectively.

The Commission’s decision follows an assessment of the company’s securityholder base, which revealed that Canadian residents held less than 2% of the company’s outstanding securities and comprised less than 2% of the total number of securityholders worldwide. CNOOC Limited has not engaged in activities that would indicate a market for its securities in Canada over the past 12 months, aside from the TSX listing prior to delisting.

CNOOC Limited has committed to providing Canadian securityholders with all necessary disclosures required under Hong Kong law and the rules of the Hong Kong Stock Exchange, which is recognized as a designated foreign jurisdiction.

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

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

The exemption allows the funds to reference FundGrade A+ Awards, FundGrade Ratings, Lipper Awards, and Lipper Leader Ratings in their sales communications, subject to conditions. These conditions include providing specific disclosures such as the award or rating name, the number of funds in the category, the ranking entity, the period the rating or award is based on, and a statement that ratings are subject to change monthly. Additionally, the referenced awards must not be older than 365 days at the time of the sales communication, and the ratings must be based on performance comparisons within categories established by the Canadian Investment Funds Standards Committee (CIFSC) or its successor.

The decision was made under the authority of section 19.1 of NI 81-102, which allows for exemptions from the instrument’s requirements. The Ontario Securities Commission is the principal regulator for this application, and the Filer has indicated reliance on the Multilateral Instrument 11-102 Passport System in other Canadian provinces and territories. The decision was based on the representations of the Filer, including their compliance with securities legislation and the nature of the FundsGrade and Lipper rating systems. The exemption is intended to provide investors with valuable performance information while ensuring transparency and adherence to regulatory standards.

The Securities Commission has granted an order for MindBeacon Holdings Inc. to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. The decision is based on several key factors:

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

The order is supported by the relevant legislative provisions, specifically section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria for the requested order under the applicable securities legislation.

The Securities Commission has granted an exemption to certain investment funds managed by various filers, allowing them to invest in unregistered fixed income securities known as 144A Securities without these investments being considered illiquid assets under National Instrument 81-102 Investment Funds (NI 81-102). This exemption is contingent on the funds being qualified institutional buyers at the time of purchase and the securities being traded on a mature and liquid market.

The decision is based on the reasoning that 144A Securities, which can be freely traded among qualified institutional buyers without a holding period, provide an attractive investment opportunity and are not inherently illiquid. The exemption aims to enable funds to access a broader range of fixed income investments without breaching the illiquid asset restrictions of NI 81-102, which could otherwise limit their ability to invest in these securities.

The key conditions of the exemption are that the funds must be qualified institutional buyers at the time of purchase, the securities must not be illiquid under part (a) of the definition in NI 81-102, and the market for the securities must be mature and liquid. Additionally, the funds must disclose in their prospectus that they have obtained this exemption.

The relevant legislative provisions underpinning the outcome include sections 1.1, 2.4, and 19.1 of NI 81-102, as well as Rule 144A of the United States Securities Act of 1933, which provides the exemption from registration requirements for resales of certain unregistered securities to qualified institutional buyers.

The Securities Commission has granted an order for Apollo Healthcare Corp. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated it would rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in all provinces and territories outside Ontario.

The decision was based on several key representations by Apollo Healthcare Corp.:

1. The company is not an OTC reporting issuer under Multilateral Instrument 51-105.
2. Its securities, including debt, are held by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
3. Its securities are not traded on any public marketplace or facility where trading data is reported.
4. The company is not in default of any securities legislation in any jurisdiction.

Given these conditions, the principal regulator concluded that the legal test for ceasing to be a reporting issuer was met and approved the application.

The Securities Commission granted an order for a reporting issuer, which operates timberlands in the United States and has no operations in Canada, to cease being a reporting issuer in various Canadian jurisdictions. The decision was based on the issuer’s investigation confirming that Canadian residents own less than 2% of each class or series of its securities worldwide and comprise less than 2% of the total number of securityholders worldwide. The issuer is subject to U.S. securities laws and has committed to providing Canadian securityholders with the same disclosures as U.S. residents. The order was made under the Securities Act (Ontario) and was supported by the issuer’s compliance with U.S. securities regulations and its lack of active engagement with the Canadian securities market. The issuer had also given advance notice of the application through a press release. The outcome allows the issuer to cease reporting in Canada while remaining subject to U.S. securities law requirements.

The Securities Commission granted Franklin Templeton Investments Corp. an exemption from the cash cover requirements under section 2.8 of National Instrument 81-102 Investment Funds (NI 81-102). This decision allows mutual funds managed by Franklin Templeton, including future funds, to use non-rated short-term debt issued or guaranteed by the U.S. government or other sovereign states as cash cover for derivative transactions. The exemption is conditional on the sovereign state having a credit rating of A or higher by Fitch, A2 or higher by Moody’s, and A or higher by S&P.

The rationale for the decision is that the current definition of ‘cash cover’ in NI 81-102 treats short-term debt obligations issued or guaranteed by sovereign states differently from those issued by financial institutions. The Commission recognized that this discrepancy limits the range of instruments available as cash cover, potentially leading to higher cash holdings and negatively impacting fund returns. The exemption is subject to conditions ensuring the creditworthiness and liquidity of the non-rated sovereign debt used as cash cover.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The relief is also intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System. The decision is based on representations by Franklin Templeton that include the creditworthiness of sovereign states and the practical challenges of obtaining ratings for all short-term debt obligations. The exemption is subject to the condition that the funds cease using the unrated short-term debt as cash cover if the sovereign state’s credit rating or the rating of its short-term debt falls below the specified thresholds.

The Ontario Securities Commission (OSC) has granted consent to Waverley Resources Ltd. for its application to continue as a corporation under the jurisdiction of the Business Corporations Act (British Columbia) (BCBCA) from the Business Corporations Act (Ontario) (OBCA). This decision is based on section 181 of the OBCA and subsection 4(b) of Ontario Regulation 289/00.

The key considerations for the approval include:

– Waverley Resources Ltd. is an offering corporation under the OBCA with no common shares listed or posted for trading on any securities exchange.
– The company has a total of 35,081,510 issued and outstanding common shares as of November 25, 2021.
– The move to BCBCA is expected to provide more flexibility for the company’s financing opportunities and other corporate transactions, aligning with the location of two of its four directors in British Columbia.
– The rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA.
– Waverley Resources Ltd. is a reporting issuer in good standing under the securities legislation of Ontario, British Columbia, and Alberta and will remain so after the continuance.
– The company’s registered and head office will relocate to British Columbia post-continuance, and the principal regulator will change from the OSC to the British Columbia Securities Commission.
– The shareholders were fully informed about the proposed continuance and its implications, and they authorized the move by a special resolution with 100% approval at the Shareholders’ Meeting on December 21, 2020. No shareholder exercised dissent rights.
– The OSC is satisfied that the continuance will not be prejudicial to the public interest.

Consequently, the OSC consented to the continuance of Waverley Resources Ltd. under the BCBCA, as it aligns with the regulatory framework and is not detrimental to the public interest. The decision was made on January 28, 2022.

The Securities Commission has granted an order for Sol Cuisine Ltd. to cease being a reporting issuer, meaning the company is no longer subject to the reporting requirements of securities legislation. This decision is based on several key findings:

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

The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria to cease being a reporting issuer under the applicable securities legislation.

The Securities Commission granted an exemption to Mulvihill Capital Management Inc. and the associated Proposed ETFs, as well as any future ETFs managed by the Filer or its affiliates, from two specific requirements:

1. Underwriter’s Certificate Requirement: The Filer and each ETF are exempt from the obligation to include an underwriter’s certificate in an ETF’s prospectus. This exemption is based on the reasoning that Authorized Dealers and Designated Brokers do not provide the same services as traditional underwriters in the distribution of Creation Units. They do not participate in the preparation of the prospectus, nor do they receive fees or commissions for distributing ETF Securities. Instead, they profit from arbitrage opportunities and market-making activities.

2. Take-Over Bid Requirements: Any person or company purchasing ETF Securities in the normal course through the facilities of the Toronto Stock Exchange (TSX), the Neo Exchange Inc. (Neo), or another Canadian marketplace is exempt from the take-over bid requirements. The rationale for this exemption is that it would be challenging for Securityholders to exert control over an ETF, monitoring compliance with take-over bid requirements is impractical due to the fluctuating number of outstanding ETF Securities, and the pricing mechanism of ETF Securities discourages attempts to gain control or offer a control premium.

The exemptions are supported by the Securities Act (Ontario) and National Instrument 62-104 Take-Over Bids and Issuer Bids, with the decision considering the unique structure and operation of ETFs, which differ from traditional mutual funds. The decision aims to facilitate the efficient functioning and liquidity of ETF Securities while acknowledging that the risks associated with underwriting and take-over bids are mitigated by the nature of ETFs.

The Securities Commission has granted an exemption to a cross-listed issuer from certain issuer bid requirements under Canadian securities legislation. This decision allows the issuer to purchase its own shares on U.S. markets as part of its normal course issuer bids (NCIBs), which are also conducted through the Toronto Stock Exchange (TSX).

Key points of the decision include:

1. The issuer’s trading volume on U.S. markets is significantly higher than on the TSX.
2. The exemption is conditional on compliance with applicable U.S. securities laws and the rules of the U.S. markets where purchases occur.
3. Purchases must adhere to Part 6 (Order Protection) of NI 23-101 Trading Rules and the pricing requirement in NI 62-104.
4. The issuer cannot purchase more than 5% of its outstanding shares in a 12-month period in reliance on this exemption and section 4.8(3) of NI 62-104.
5. The total number of shares purchased cannot exceed 10% of the public float over a 12-month period as specified in the TSX notice relating to the bid.
6. The exemption applies only to acquisitions made pursuant to the issuer’s current bid or one commenced within 36 months of the decision date.

The relevant legislative provisions include National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2, and section 6.1. The decision was made in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission is the principal regulator for this application.

The Securities Commission granted an exemption to an issuer from the requirement to take up all securities deposited under an issuer bid before extending the bid. This decision was made in the context of an issuer bid by way of a modified Dutch auction procedure, where the issuer may want to extend the bid if it is undersubscribed and the market price of the shares is not greater than the proposed price range under the bid.

The exemption was necessary because the issuer could not determine the purchase price per share without knowing all tenders, which would not be possible if shares had to be taken up before extending the bid. The exemption was granted subject to conditions, including that the issuer must take up and pay for shares deposited and not withdrawn as described in the issuer bid circular, and that the issuer must be eligible to rely on the Liquid Market Exemption.

The relevant legislative provisions underpinning the outcome are subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, which normally prohibits extending an issuer bid without first taking up all deposited securities, and the Liquid Market Exemption from the formal valuation requirements under Multilateral Instrument 61-101. The decision was made by the Ontario Securities Commission, which served as the principal regulator for this application, and the exemption was intended to be relied upon in multiple Canadian jurisdictions.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer under the securities legislation. The decision was made based on several key factors:

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator for this application, and the order reflects the decision of both the Alberta Securities Commission and the securities regulatory authority in Ontario. The outcome is that the issuer has successfully ceased to be a reporting issuer as per the order.

The Securities Commission granted exemptive relief to a fund, allowing it to operate as an interval fund with specific conditions. The fund is exempt from certain requirements under the Securities Act and National Instruments 41-101, 81-102, and 81-106, subject to conditions outlined in the decision.

Key points of the decision include:

1. The fund can deliver a Fund Facts document instead of a prospectus, provided it complies with other applicable sections of NI 81-101.
2. The fund is allowed to pay redemption proceeds later than 15 business days after a quarterly Repurchase Pricing Date if a repurchase offer is oversubscribed.
3. The fund can invest more than 20% of its net asset value (NAV) in Northleaf Private Credit Funds, exceeding the usual concentration and control restrictions.
4. The fund is permitted to calculate its NAV weekly instead of daily.

Conditions for the relief include:

– The fund must operate as an interval fund, offering subscriptions at NAV monthly and conducting quarterly repurchase offers with a 5% limit.
– The fund must calculate month-end NAV within seven business days after each Repurchase Pricing Date and pay repurchase proceeds within nine business days.
– The fund must comply with NI 81-101, except for specified modifications, and provide investors with a right of withdrawal and a right of action for failure to meet the delivery requirement.
– The fund must disclose specific information in its prospectus, financial statements, and on its website, including details about its structure, risks, and relationship with Northleaf Private Credit Funds.
– The fund must ensure liquidity to manage repurchase requests and cannot actively participate in the business or operations of the Northleaf Private Credit Funds.
– The relief will expire upon the earlier of the establishment of a regulatory scheme for a similar interval fund structure in Canadian jurisdictions or five years from the date of the decision.

The decision is based on the belief that the relief will not be prejudicial to the public interest and that it meets the test set out in the Legislation for the principal regulator to make the decision.

The Securities Commission has granted an issuer relief from certain requirements that apply to reporting issuers not meeting the Venture Issuer Definition. The issuer, with its common shares listed on the TSX Venture Exchange (TSXV) and a foreign junior market, sought exemptions from provisions in multiple National Instruments, including those related to prospectus requirements, continuous disclosure obligations, and corporate governance practices.

The issuer’s listing on a foreign junior market, which has less stringent requirements than the TSXV, led to its non-compliance with the Venture Issuer Definition since September 7, 2018. However, the issuer is not in default of any securities legislation except for the non-compliance arising from this listing.

The granted exemptions are conditional upon the issuer’s compliance with all Canadian securities legislation applicable to venture issuers, the continued accuracy of representations about the foreign market’s junior status, and the issuer’s obligation to inform the principal regulator of any material changes to the foreign market’s status. The issuer must maintain its TSXV listing and not list on certain other exchanges. The exemptions allow the issuer to use exemptions available to venture issuers if other conditions are met and prohibit the use of exemptions not available to venture issuers.

The decision is based on the issuer’s representations and the Commission’s satisfaction that the exemptions meet the test set out in the relevant legislation. The decision is supported by provisions in National Instruments 41-101, 51-102, 52-107, 52-109, 52-110, and 58-101, and is made under the securities legislation of British Columbia and Ontario.

The Securities Commission has granted an exemption to Evermore Capital Inc. and its proposed exchange-traded mutual funds (ETFs) from certain regulatory requirements. The decision allows the ETFs to omit the underwriter’s certificate in their prospectus and exempts normal course purchases of ETF securities on a Canadian marketplace from take-over bid requirements.

Key points from the decision include:

1. The ETFs, managed by Evermore Capital Inc., will be structured as trusts or corporations and will be reporting issuers in the jurisdictions where their securities are distributed.

2. ETF securities will be listed on the NEO Exchange Inc. or another Canadian marketplace and will be distributed under a prospectus.

3. Authorized Dealers or Designated Brokers can subscribe for Creation Units directly from the ETFs, which are then traded on the marketplace.

4. The exemption from the underwriter’s certificate requirement is based on the fact that Authorized Dealers and Designated Brokers do not provide typical underwriting services, are not involved in prospectus preparation, and do not receive fees or commissions for distributing ETF securities.

5. The exemption from take-over bid requirements is justified because the structure of the ETFs prevents any shareholder from exercising control, the fluctuating number of outstanding ETF securities makes monitoring compliance challenging, and the pricing mechanism deters control attempts.

The decision is supported by the Securities Act (Ontario), National Instrument 62-104 Take-Over Bids and Issuer Bids, and other relevant securities legislation. The exemptions aim to facilitate the offering of exchange-traded mutual funds without compromising investor protection or market integrity.

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

1. The company is an offering corporation under the OBCA.
2. Its head office is located in Ontario.
3. It has no plans to seek public financing through securities offerings.
4. It was previously granted an order on January 6, 2022, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206.
5. The facts presented in the earlier Reporting Issuer Order remain accurate.

The OSC concluded that granting this order would not be against the public interest. The decision was made on January 12, 2022, and is in accordance with the relevant laws and regulations, specifically subsection 1(6) of the OBCA.

The Securities Commission granted an exemption to a corporation from the requirement to include certain financial statements in its business acquisition report (BAR) related to the acquisition of two related businesses. The exemption was based on the immateriality of the least significant acquisition to the corporation’s overall financial position and the fact that historical financial statements were not relied upon in the investment decision.

The corporation, a reporting issuer in multiple Canadian provinces, completed the acquisition of Psychedelitech Inc. (PsyTech) and subsequently acquired Advanced Psychiatric Management LLC (APM), which was a newly created subsidiary of Advanced Psychiatric Solutions, Ltd. (APS). Due to Illinois state laws, APM acquired non-medical assets from APS and entered into a management services agreement, rather than acquiring APS directly.

Under National Instrument 51-102 Continuous Disclosure Obligations, the corporation was required to file a BAR including financial statements for each business acquired. However, the corporation argued that the APM acquisition was significantly less material than the PsyTech acquisition and that historical financial statements of APS were not material to an investment decision in the corporation’s shares.

The commission agreed with the corporation’s assessment and granted the exemption, allowing the corporation to exclude the financial statements of APS from the BAR, provided that the report included the required financial statements for PsyTech. The exemption was made under Section 13.1 of National Instrument 51-102, based on the specific facts and circumstances of the acquisition.

The Ontario Securities Commission granted an extension to the lapse dates for the prospectuses of certain mutual funds managed by FT Portfolios Canada Co. The decision allows the First Trust JFL Fixed Income Core Plus ETF and First Trust JFL Global Equity ETF to extend their prospectus lapse dates to April 14, 2022, and the First Trust Indxx Innovative Transaction & Process ETF to April 15, 2022.

This relief was sought to enable the consolidation of prospectuses for cost efficiency and to streamline investor information. The funds involved are exchange-traded funds established in Ontario and are reporting issuers in multiple Canadian jurisdictions. The decision was made under subsection 62(5) of the Securities Act (Ontario), which allows for such extensions.

The Filer confirmed that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, ensuring that the information provided to investors remains accurate and up to date. The relief was granted on the condition that it would not compromise the public interest or the accuracy of the information in the prospectuses.

The Securities Commission has granted an order for Aquila Resources Inc. to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The key considerations for this decision include:

– Aquila Resources Inc. is not an OTC reporting issuer under Multilateral Instrument 51-105.
– The company’s securities are held by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide.
– No securities of the company are traded on any marketplace or facility where trading data is publicly reported in Canada or any other country.
– The company is not in default of any securities legislation in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria for ceasing to be a reporting issuer and has therefore approved the application. The decision was made in accordance with the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and the Multilateral Instrument 11-102 Passport System.

The Securities Commission granted an exemption to a federation of financial services cooperatives (the Filer) from certain qualification criteria required for filing a short form prospectus and a base shelf prospectus. Typically, an issuer’s equity securities must be listed on a short form eligible exchange to meet these criteria under National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. However, due to the Filer’s cooperative structure, its shares cannot be publicly listed.

The Filer, part of the Mouvement Desjardins, is a significant financial cooperative in Canada, recognized as a domestic systemically important financial institution (D-SIFI) by Quebec’s financial institutions legislation. It is a reporting issuer in good standing across all Canadian provinces and has a substantial presence in the financial markets.

The exemption was granted on the condition that the Filer complies with all other applicable requirements, the Mouvement Desjardins maintains its D-SIFI status, the securities offered have a designated rating at the time of distribution, and the prospectus discloses risk factors related to the non-viability contingent capital (NVCC) provisions and bail-in powers.

This decision allows the Filer to proceed with issuing securities up to $3,000,000,000 without its equity being listed, provided the specified conditions are met. The decision reflects the regulatory flexibility to accommodate the unique structure of cooperative financial institutions while ensuring investor protection and market integrity.

The Securities Commission has granted PFB Corporation’s application to cease being a reporting issuer. The decision was made under the securities legislation of Alberta and Ontario, with Alberta Securities Commission acting as the principal regulator. The application was also recognized in British Columbia, Saskatchewan, Manitoba, and Quebec under Multilateral Instrument 11-102 Passport System.

The decision was based on several key facts:

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

The Commission determined that the application met the legislative requirements for ceasing to be a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c. S.5, particularly section 1(10)(a)(ii). Consequently, the order to cease being a reporting issuer was granted.

The Securities Commission has granted an order for Alliance Pipeline Limited Partnership to cease being a reporting issuer under the securities legislation. The decision was made by the Alberta Securities Commission as the principal regulator, with the order also representing the decision of the securities regulatory authority in Ontario. The application was made in accordance with National Policy 11-206 and relied on provisions from Multilateral Instrument 11-102 Passport System in various Canadian provinces.

The decision was based on several key facts:

1. Alliance Pipeline Limited Partnership is not an OTC reporting issuer.
2. Its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
3. Its securities are not traded on any public marketplace or facility in Canada or elsewhere.
4. The company sought to cease being a reporting issuer in all Canadian jurisdictions where it held this status.
5. The company is not in default of any securities legislation.

The order was issued after the Commission was satisfied that the company met the legislative requirements to cease being a reporting issuer. This decision was made under the authority of the Securities Act, R.S.A., 2000, c.S-4, section 153.