Exemptive Relief Orders

The Ontario Securities Commission (OSC) has issued an order recognizing that Metamaterial Inc. is no longer offering its securities to the public. This decision is based on the provisions of subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). Metamaterial Inc. has been identified as an offering corporation under the OBCA and has stated that it does not plan to seek public financing through securities offerings. The company had previously been granted an order confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC has determined that granting this order would not be against the public interest. Consequently, Metamaterial Inc. is deemed to have ceased public securities offerings as of August 3, 2021.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against RDX Technologies Corporation. The initial order, which prohibited trading of the Issuer’s securities, was put in place due to concerns under sections 127(1) and 127(5) of the Ontario Securities Act. Similar orders were also issued by securities regulators in British Columbia, Alberta, and Manitoba.

The variation comes after a shareholder application under section 144(1) of the Act, highlighting that the existing cease trade order disadvantaged Ontario resident shareholders compared to those who could trade on foreign markets.

Upon review, the OSC agreed that allowing certain trades would not be against the public interest. Consequently, the OSC ordered that beneficial shareholders of RDX Technologies Corporation, who are not and were not insiders or control persons as of October 7, 2015, are permitted to sell their securities acquired before August 24, 2015. However, these sales must occur outside of Canada and through an investment dealer registered in Ontario.

This decision aims to level the playing field for Ontario shareholders while maintaining regulatory oversight and is dated July 30, 2021.

The Securities Commission has granted an order for Endeavour Mining Corporation to cease being a reporting issuer under applicable securities laws. The decision was made based on the company’s application and the following key facts:

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

The order was issued in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the agreement of the securities regulatory authority in Ontario. The company relied on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for the application in various other Canadian provinces. The outcome allows Endeavour Mining Corporation to no longer be subject to the reporting requirements of a reporting issuer.

The Ontario Securities Commission issued a partial revocation of a cease trade order (CTO) against Avicanna Inc., which was initially implemented due to the company’s failure to file required continuous disclosure documents. The partial revocation allows Avicanna to conduct a private placement financing to raise funds necessary to comply with its disclosure obligations and maintain operations.

Key Facts:
– Avicanna failed to file annual and interim financial statements, management’s discussion and analysis, and CEO/CFO certifications.
– The company’s securities were suspended from trading on the TSX.
– Avicanna proposed a private placement financing to raise between $1,000,000 and $2,000,000 through secured debentures with associated warrants.
– The financing is intended to cover audit fees, legal fees, operational expenses, and working capital needs.

Reasoning:
– The partial revocation is granted to enable Avicanna to address its financial needs and fulfill its continuous disclosure obligations.
– The company is not involved in any reverse take-over or similar transactions and is up to date with its SEDAR and SEDI profiles.
– Avicanna believes the financing will be sufficient to update its continuous disclosure records and continue its business operations.

Outcome:
– The CTO is partially revoked to permit the necessary trades for the proposed financing.
– Investors will receive a copy of the CTO, the partial revocation order, and written notice about the status of Avicanna’s securities.
– The partial revocation does not exempt Avicanna from the prospectus requirement and will expire upon the completion of the financing or after 90 days from the order date.

Relevant Laws/Regulations:
– Securities Act (Ontario), specifically Section 144.
– National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
– National Instrument 51-102 Continuous Disclosure Obligations.
– National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
– OSC Rule 72-503 Distributions Outside Canada.
– Securities Act (Ontario) section 73.3 and National Instrument 45-106 Prospectus Exemptions.

The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) previously issued against Enablence Technologies Inc. due to the company’s failure to file required continuous disclosure documents on time. The CTO was initially imposed because the company did not submit its interim financial statements, management’s discussion and analysis (MD&A), and certifications for the period ending March 31, 2020, by the prescribed deadline.

Enablence Technologies Inc. experienced disruptions from the COVID-19 pandemic, which contributed to its inability to comply with filing obligations. Despite intending to use regulatory relief provided for pandemic-related disruptions, the company missed the deadline to announce this intention.

After the CTO was issued, the company also failed to file additional documents, including annual and interim financial statements, MD&A, certifications, and executive compensation statements for subsequent periods. An error requiring restatement of the 2019 annual financial statements was also identified and corrected.

The company has since remedied the defaults by updating all required filings and paying the necessary fees. It has also provided a written undertaking to hold an annual meeting within three months of the CTO revocation. The OSC determined that the company is now up-to-date with its continuous disclosure obligations and is not in default of any other securities law requirements, except for the existence of the CTO itself.

Based on these facts, the OSC concluded that revoking the CTO is justified under the applicable securities legislation, specifically Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision aligns with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. Consequently, the OSC has revoked the CTO, allowing the company to resume trading its securities.

The Securities Commission has granted an order for a company to cease being a reporting issuer, based on the application submitted under the relevant securities legislation. The key points leading to this decision are:

1. The company is not an OTC reporting issuer, meaning it is not subject to the reporting requirements for companies quoted in U.S. Over-the-Counter markets as per Multilateral Instrument 51-105.
2. The company’s securities are owned by fewer than 15 security holders in each jurisdiction in Canada and less than 51 security holders worldwide.
3. The company’s securities are not traded on any public marketplace or facility in Canada or any other country where trading data is publicly reported.
4. The company has requested to cease being a reporting issuer in all Canadian jurisdictions where it currently has that status.
5. The company is not in default of any securities legislation in any jurisdiction.

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

The Securities Commission granted an order for Atlantic Power Corporation (the Filer) to cease being a reporting issuer. The Filer had completed a going-private transaction and legally defeased its outstanding debentures, meaning it had made provisions to discharge its obligations on those debentures. As a result, there were no public security holders requiring disclosure, except for the holders of the defeased debentures, who no longer needed public disclosure from the issuer.

The Filer was a corporation under the Business Corporations Act (British Columbia) and was a reporting issuer in all Canadian jurisdictions. The Filer had previously listed common shares and debentures on the Toronto Stock Exchange and the New York Stock Exchange, which were delisted following the transaction. The Filer had no intention to seek public financing or distribute securities in Canada.

The order was based on the Filer’s representations, including the completion of the going-private transaction, the defeasance of the debentures, and the lack of outstanding securities other than those held by the purchaser and defeased debentures. The Filer was not in default of securities legislation and would not be a reporting issuer in any Canadian jurisdiction upon the granting of the order.

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

The Securities Commission granted an order for Roxgold Inc. to cease being a reporting issuer under the applicable securities laws. The decision was based on several key findings:

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

The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, and the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian jurisdictions. The principal regulator concluded that the order met the necessary legislative requirements and therefore granted the relief sought by Roxgold Inc.

The Securities Commission granted exemptive relief to private investment funds managed by Manulife Investment Management Limited (MIML) and its affiliates, allowing them to invest in related underlying investments that are not reporting issuers. This decision was made under the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The relief was granted from the conflict of interest provisions outlined in section 111 of the Securities Act (Ontario) and section 13.5 of National Instrument 31-103, which typically restrict investments by funds in entities where there is a substantial security holding or significant interest by related parties. Additionally, relief was granted from the related party transaction reporting requirements in section 117 of the Securities Act (Ontario).

The decision was based on several conditions to ensure the integrity of the investment process and protect investors’ interests. These conditions include compatibility of investments with the funds’ objectives, objective pricing, limitations on fees that could duplicate those of underlying investments, and requirements for transparency and disclosure to investors. The funds must also manage liquidity to meet redemption requests and are prohibited from voting securities of underlying investments except under specific circumstances.

The relief is subject to the funds distributing securities solely through exemptions from prospectus requirements, and the investments must be compatible with the funds’ fundamental objectives. The funds must also ensure no duplication of fees, provide investors with disclosure documents, and maintain records of transactions with related persons. Investments must be made at the net asset value determined by an independent third party, and the funds must inform investors annually of their rights to receive disclosure documents and financial statements of underlying investments.

The decision underscores the importance of transparency, investor protection, and the need for funds to act in the best interests of investors while allowing for flexibility in investment strategies.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Brampton Brick Limited (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision follows the Applicant’s representation that it is an offering corporation under the OBCA and has no plans to seek public financing through securities offerings. Furthermore, the Applicant had previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The OSC concluded that granting the order would not be against the public interest.

The Securities Commission has decided to revoke a cease trade order (CTO) that was previously issued against Appreciated Media Holdings Inc. The CTO was initially put in place because the issuer failed to submit required continuous disclosure documents. Since then, the issuer has addressed the defaults by updating their continuous disclosure filings.

The decision to revoke the CTO was made in accordance with section 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended) and was guided by National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207). The revocation reflects the consensus of the decision makers in both British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator.

The outcome allows Appreciated Media Holdings Inc. to resume trading, provided that they continue to comply with the relevant securities legislation and continuous disclosure obligations.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer under applicable securities laws. The decision was made in accordance with the Securities Act (R.S.O. 1990, c. S.5, as amended, s. 1(10)(a)(ii)) and was based on several key facts presented by the issuer:

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

The decision, which reflects the consensus of the Decision Makers in the relevant jurisdictions, is that the issuer has met the legislative requirements to cease being a reporting issuer. The British Columbia Securities Commission acted as the principal regulator for this application, and the order also represents the decision of the securities regulatory authority in Ontario. The relief was granted under the dual application process, with the British Columbia Securities Commission as the principal regulator and reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta.

The Securities Commission granted an order for Atlantic Power Preferred Equity Ltd. (the Filer) to cease being a reporting issuer under the applicable securities laws. The decision was based on the following key points:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the Filer met the legislative requirements to cease being a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The relief was granted in accordance with the Process for Cease to be a Reporting Issuer Applications and was also recognized in other Canadian jurisdictions through Multilateral Instrument 11-102 Passport System.

The Securities Commission has issued a decision regarding an application by Jefferies International Limited, Jefferies Financial Services, Inc., and Jefferies Financial Products, LLC (collectively referred to as the Filers). The application sought to revoke a previous decision from July 28, 2017, which exempted the Filers from dealer registration and prospectus requirements for certain over-the-counter (OTC) derivatives trades with permitted counterparties, as defined in Section 1.1 of National Instrument 31-103.

The new decision maintains the same exemptions as the previous one but includes two key changes: it applies to the merged entity of two of the Filers (Jefferies Financial Services, Inc. and Jefferies Financial Products, LLC), and it extends the sunset date from July 28, 2021, to four years after the date of the new decision or until new legislation or rules specifically governing OTC derivatives transactions come into force, whichever is earlier.

The Filers are affiliated through their common parent, Jefferies Group LLC, and are involved in various financial services, including trading OTC derivatives. They are not registered in any capacity in Canada and do not maintain a physical presence there. The Filers are in compliance with the securities laws of their home jurisdictions and are not in default of any Canadian securities legislation.

The decision is based on the Filers’ representations, including their intention to trade OTC derivatives exclusively with permitted counterparties and not to offer or provide credit or margin for these transactions. The decision also considers the regulatory uncertainty and fragmentation in the regulation of OTC derivatives across Canada.

The decision is made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, and is contingent on the Filers meeting specific conditions, including trading only with permitted counterparties and not offering credit or margin. The decision also requires the Filers to maintain appropriate books and records and comply with any applicable trade reporting rules.

The principal regulator, the Ontario Securities Commission, has granted the requested relief, satisfied that it meets the legislative test, and has revoked the previous decision.

The Securities Commission granted an exemption from certain provisions of National Instrument 31-103 and National Instrument 81-102 to RBC Global Asset Management Inc. This exemption allows investment funds and managed accounts managed by RBC or its affiliates to engage in transactions involving commercial mortgages with affiliated entities that originate or administer these mortgages.

Key facts include:

– RBC Global Asset Management Inc. is registered as an adviser, dealer, and investment fund manager in various Canadian jurisdictions.
– The exemption applies to existing and future public funds, private funds, and managed accounts managed by RBC or its affiliates.
– The exemption allows these funds and accounts to purchase or sell commercial mortgages from or to RBC, which acts as lender, originator, and/or administrator of the mortgages.
– Normally, transactions with responsible persons or affiliates are restricted under subsection 13.5(2)(b) of NI 31-103 and section 4.2(1) of NI 81-102.
– The exemption is subject to conditions, including consistency with investment objectives, valuation by independent firms, and limits on the concentration of mortgages from RBC.
– An independent review committee must approve transactions for public and private funds.
– The exemption is believed to be in the best interests of the funds and managed accounts, providing efficient access to mortgages and liquidity.

Relevant laws and regulations include:

– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, specifically subsection 13.5(2)(b).
– National Instrument 81-102 Investment Funds, specifically section 4.2(1).
– National Instrument 81-107 Independent Review Committee for Investment Funds for the establishment of an independent review committee.

The outcome is that RBC Global Asset Management Inc. can facilitate transactions involving commercial mortgages between the funds/accounts it manages and its affiliated entities, under the specified conditions to manage conflicts of interest and ensure fair valuation.

The Securities Commission granted an exemption to a group of exchange-traded funds (ETFs) managed by BlackRock Asset Management Canada Limited, allowing them to invest in U.S.-based ETFs that may allocate more than 10% of their net asset value (NAV) in U.S. money market funds. This decision is based on conditions outlined in National Instrument 81-102 Investment Funds (NI 81-102), specifically sections 2.5(2)(b) and 19.1.

The ETFs in question are structured under Ontario laws and are reporting issuers across Canadian jurisdictions. They aim to replicate the performance of certain U.S. bond market indices and are listed on recognized stock exchanges like the Toronto Stock Exchange. To achieve their investment objectives, these ETFs may invest up to 100% of their NAV in shares of specific U.S. iShares ETFs managed by BlackRock Fund Advisors (BFA), which are regulated by the U.S. Securities and Exchange Commission and comply with the U.S. Investment Company Act of 1940.

The U.S. iShares ETFs may invest in U.S. Money Market Funds that adhere to Rule 2a-7 of the U.S. Investment Company Act, which imposes investment restrictions similar to those for Canadian money market funds under NI 81-102, with some non-material differences.

The exemption was granted under the condition that the investments are consistent with the ETFs’ fundamental investment objectives, the U.S. iShares ETFs are in good standing with the SEC, and they do not hold more than 10% of their NAV in other investment funds, except for U.S. Money Market Funds or funds issuing index participation units. Additionally, the ETFs must disclose in their prospectus the fact that they have obtained the exemption to invest in U.S. iShares ETFs that may exceed the 10% NAV threshold in U.S. Money Market Funds.

The decision was made by the Ontario Securities Commission, acting as the principal regulator, under the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the intention to rely on Multilateral Instrument 11-102 – Passport System in all Canadian provinces and territories outside Ontario.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) that was previously issued against Poynt Corporation. The original CTO, which prohibited trading of the issuer’s securities, was put in place due to regulatory concerns and applied to all shareholders, including those in Ontario.

Upon review, the OSC recognized that the CTO disadvantaged Ontario resident shareholders, as it restricted them from selling their shares, while shareholders in other jurisdictions could potentially trade on foreign markets. To address this inequity and without compromising the public interest, the OSC has varied the CTO to allow beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada. This variation is contingent on two conditions: the sale must occur through a market outside of Canada and be conducted through an investment dealer registered in Ontario.

This decision is grounded in the provisions of the Securities Act, R.S.O. 1990, c. S.5, specifically sections 127 and 144. Section 127 outlines the OSC’s authority to issue CTOs, while section 144(1) allows for the variation or revocation of such orders. The variation aims to balance regulatory enforcement with fairness to shareholders and is effective as of July 26, 2021.

The Securities Commission granted an alternative mutual fund exemption from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and related regulations. This exemption allows the fund to include performance data from periods before it was a reporting issuer in its sales communications, fund facts, and ETF facts documents. The fund can also use this past performance data to calculate its investment risk level and disclose it in the same documents.

Additionally, the fund received relief from National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 41-101 General Prospectus Requirements to disclose its investment risk level methodology and include past performance data in its simplified prospectus and ETF facts documents.

Furthermore, the fund is exempt from certain sections of National Instrument 81-106 Investment Fund Continuous Disclosure to include financial highlights and past performance in its annual and interim management reports of fund performance that relate to periods before it was a reporting issuer.

The exemptions are subject to conditions, including clear disclosure that the fund was not a reporting issuer during the periods for which past performance data is presented, that expenses might have been higher had it been a reporting issuer, and that an exemption was obtained to permit the disclosure of such data. The fund must also make its financial statements since inception available on its website and upon request.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and it is intended to be relied upon in other Canadian jurisdictions under Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) that was previously issued against Poynt Corporation. The original CTO, which was mandated due to regulatory concerns, prohibited all trading in the company’s securities. The decision to vary the CTO was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, which allows for such variations if it is not prejudicial to the public interest.

The variation to the CTO was requested by a shareholder of Poynt Corporation and is specifically designed to alleviate the disadvantage faced by Ontario resident shareholders compared to certain other shareholders who are able to trade their shares on foreign markets. The OSC determined that allowing these trades would not be against the public interest.

Under the varied CTO, beneficial shareholders of Poynt Corporation who are not, and were not as of June 12, 2013, insiders or control persons of the company, are permitted to sell their securities. However, there are conditions to this exemption: the sales must be executed outside of Canada and through an investment dealer registered in Ontario.

This decision was made on July 26, 2021, by the OSC’s Manager of Corporate Finance, and it aims to balance regulatory compliance with the rights of shareholders to trade their securities under certain conditions.

The Ontario Securities Commission (OSC) has granted consent to ClearStream Energy Services Inc. for its application to continue from the jurisdiction of Ontario to Alberta. This decision is based on section 181 of the Business Corporations Act (Ontario) and is supported by the fact that ClearStream’s operations, head office, and principal regulator are located in Alberta. The company, which is listed on the Toronto Stock Exchange, is not in default of any obligations under Ontario’s Business Corporations Act, the Securities Act, or any other provincial or territorial securities legislation. ClearStream has also confirmed that it will remain a reporting issuer in all jurisdictions where it currently holds that status.

The company’s shareholders were informed of the proposed change through a management information circular and subsequently approved the move with a 99.96% majority at a shareholders’ meeting, with no dissenting votes. The OSC’s consent was a regulatory requirement under subsection 4(b) of the Ontario Regulation 289/00 made under the Business Corporations Act (Ontario). The OSC consented to the continuance as it deemed the move not to be prejudicial to the public interest. The decision was formalized on July 23, 2021.

The Securities Commission has granted an order for Gold X Mining Corp. (the Filer) to cease being a reporting issuer under applicable securities laws. The Filer, which has been acquired by Gran Colombia Gold Corp. (the Purchaser), no longer has any outstanding securities aside from warrants exercisable into the Purchaser’s shares. The Filer’s shares were delisted following the acquisition, and the remaining warrants do not grant voting rights or require the Filer to maintain its reporting issuer status. The Filer is not in default of any securities obligations and has no plans for public financing or issuing new securities, except to the Purchaser or its affiliates. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the fact that warrant holders do not need public disclosure from the Filer. Consequently, the Filer has been granted relief from its reporting issuer obligations in all Canadian jurisdictions where it was recognized as such.

The Securities Commission granted an order for Metamaterial Inc. to cease being a reporting issuer under applicable securities laws. This decision was based on the company meeting several conditions:

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

The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator, and the company indicated its intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in Alberta, British Columbia, and Quebec. The decision was made after considering the legislative test for ceasing to be a reporting issuer.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made in accordance with Policy Statement 11-206, which outlines the process for applications to cease to be a reporting issuer.

The key points leading to this decision include:

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

The decision was made under the authority of the Securities Act, CQLR, c. V-1.1, section 69, and is consistent with the legislative requirements for ceasing to be a reporting issuer. The Autorité des marchés financiers acted as the principal regulator, and the decision also reflects the concurrence of the securities regulatory authority or regulator in Ontario. The outcome allows the issuer to cease its reporting obligations in Canada.

The Securities Commission has granted an extension to the lapse date for the renewal of the Prospectus Documents of various open-ended mutual funds managed by CIBC Asset Management Inc. This extension was sought to accommodate the incorporation of a new fixed administration fee structure into the renewal Prospectus Documents, pending approval from a unitholder meeting. The extension will not compromise the accuracy or currency of the information in the current Prospectus Documents, as no material changes have occurred since their last update. The extension is for 31 days, moving the lapse date to August 27, 2021, under subsection 62(5) of the Securities Act (R.S.O. 1990, c. S.5). The decision is based on the understanding that the public interest will not be adversely affected by this extension.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision was made under the relevant securities legislation and regulations, including the Securities Act (CQLR, c. V-1.1, s. 69), and was informed by the Policy Statement 11-206 regarding the process for such applications.

The principal regulator for the application was the Autorité des marchés financiers, and the order also reflects the decision of the securities regulatory authority in Ontario. The issuer had indicated reliance on subsection 4C.5(1) of Regulation 11-102 respecting Passport System for certain Canadian provinces and territories.

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

As a result of the decision, the issuer has ceased to be a reporting issuer and is no longer subject to the reporting obligations under Canadian securities laws.

The Ontario Securities Commission granted exemptive relief to an issuer from several requirements to facilitate the distribution of Canadian Depositary Receipts (CDRs) through marketplace facilities. The relief includes exemptions from:

1. Prospectus delivery requirements, withdrawal rights, and remedies for non-delivery under section 71 of the Securities Act.
2. Fixed price distribution and filing of a pricing supplement under NI 41-101 and NI 44-102.
3. Prospectus form requirements, including statements related to prospectus delivery and statutory rights of withdrawal and remedies.
4. The requirement to include an underwriter’s certificate in a base shelf prospectus for CDRs.
5. The time limit for distribution on a best efforts basis under section 8.2 of NI 41-101.
6. Restrictions on specified firm registrants acting as direct underwriters for connected or related issuers under NI 33-105.
7. Purchasing restrictions during the offering period under OSC Rule 48-501.

The relief is subject to conditions, including compliance with Capitalization and Liquidity Standards, maintenance of a continuous disclosure website for the CDR program, and non-cooperation with Underlying Issuers to use CDRs as a financing vehicle. The decision will terminate upon the enactment of specific legislation regulating CDRs. The exemptive relief is intended to provide Canadian investors with efficient access to ownership of foreign equity securities through CDRs, denominated in Canadian dollars and traded on Canadian markets.

The Ontario Securities Commission granted the Canadian Imperial Bank of Commerce (CIBC) exemptions from several requirements under securities legislation to facilitate the distribution of Canadian Depositary Receipts (CDRs) through marketplace facilities. The exemptions include relief from the prospectus delivery requirement, pricing supplement filing, underwriter’s certificate inclusion, distribution time limits, and restrictions on underwriter conflicts and marketplace purchasing during the offering period.

Key points of the decision:

1. CIBC can distribute CDRs without delivering a prospectus to purchasers, bypassing the associated withdrawal rights and remedies for non-delivery.
2. CIBC is exempt from the requirement to distribute securities at a fixed price and to file a pricing supplement for continuous distributions.
3. The requirement to include certain statements in the prospectus regarding delivery and statutory rights is waived, provided CIBC includes a revised description of purchaser rights.
4. CIBC is not required to include an underwriter’s certificate in the prospectus, reflecting the role of dealers in providing liquidity rather than traditional underwriting.
5. The usual time limit for distribution on a best efforts basis does not apply to CDR distributions.
6. CIBC is exempt from the requirement that prohibits specified firm registrants from acting as direct underwriters for connected or related issuers, given the nature of CDR distributions.
7. Restrictions on issuer-restricted persons purchasing CDRs during the offering period are lifted, as CIBC does not materially benefit from temporary price manipulation.

Conditions for the exemptions include compliance with capitalization and liquidity standards, maintenance of a continuous disclosure website for the CDR program, non-cooperation with underlying issuers to use CDRs as a financing vehicle, and issuance of CDRs in exchange for deposited underlying shares based on the CDR ratio.

The exemptions are based on various securities regulations, including the Securities Act (Ontario), National Instruments 33-105, 41-101, 44-101, 44-102, and OSC Rule 48-501. The relief will terminate upon the introduction of specific legislation regulating CDRs.

The Securities Commission has approved an application by an issuer to cease being a reporting issuer under securities legislation. The decision was based on the issuer meeting several conditions:

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator and the issuer has indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian jurisdictions. The outcome is that the issuer has been granted the order to cease being a reporting issuer.

The Ontario Securities Commission granted an exemption to allow the consolidation of the simplified prospectus of alternative mutual funds with those of mutual funds that are not alternative mutual funds. This decision was made to reduce costs and streamline the distribution and disclosure process. Additionally, an extension was granted for the lapse date of three prospectuses to align with the renewal of a fourth prospectus, facilitating a more practical and cost-effective renewal process.

The exemption was granted under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which typically prohibits such consolidation, and under subsection 62(5) of the Securities Act (Ontario) for the lapse date extension. The decision was based on the reasoning that the consolidation would not compromise the accuracy of information provided to investors and would be in the public interest. The funds involved are managed by Fidelity Investments Canada ULC and include both alternative mutual funds and other mutual funds that share common operational and administrative features. The decision allows for a more efficient comparison of fund features for investors and aligns with the treatment of exchange-traded funds under National Instrument 41-101 General Prospectus Requirements.

The Securities Commission granted exemptive relief to a corporate issuer, Sprott Asset Management LP (the Filer), managing Sprott Physical Uranium Trust (the Trust), from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102) and the Securities Act (Ontario). This decision facilitates the continuation of the Trust, which invests in physical uranium, as a non-redeemable investment fund following a plan of arrangement involving the Filer, the Trust, and Uranium Participation Corporation (UPC).

Key exemptions include:

1. Concentration Relief: Allowing the Trust to hold more than 20% of its net asset value (NAV) in securities of UPC subsidiaries, exceeding the usual concentration restrictions.
2. Control Relief: Permitting the Trust to hold more than 10% of the voting or equity securities of UPC subsidiaries, which would typically be restricted.
3. Illiquid Assets Relief: Enabling the Trust to hold securities of UPC subsidiaries as a significant portion of its NAV, despite these being classified as illiquid assets.
4. Custodian Relief: Authorizing the appointment of multiple specialized custodians for the storage of physical uranium, deviating from standard custodial requirements.

Additionally, the Related Issuer Relief exempts the Filer and the Trust from certain Ontario Securities Act provisions that restrict investments in entities where the fund is a substantial securityholder.

The relief is conditional upon the Trust adhering to its investment objectives and operating within the modified investment restrictions of NI 81-102. The Trust must also provide transparent disclosure regarding its holdings in UPC subsidiaries and the obtained exemptions. The decision ensures that the Trust’s operations and management align with the best interests of its unitholders and comply with the necessary regulatory standards for safe and secure custody of physical uranium.

The decision was made under the authority of the Ontario Securities Commission, with the Principal Regulator concluding that the exemptions meet the legislative requirements and are not contrary to the public interest.

The Securities Commission granted an order for Atlantic Power Limited Partnership to cease being a reporting issuer under applicable securities laws. The decision was based on the following key points:

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

The order was made in accordance with section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission, as the principal regulator, was satisfied that the company met the necessary criteria to cease being a reporting issuer. The relief was granted under the Process for Cease to be a Reporting Issuer Applications, with the company intending to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces and territories.

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

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The order meets the legislative requirements for the company to cease being a reporting issuer.

The Securities Commission has approved a mutual fund merger between Cambridge Monthly Income Corporate Class (Terminating Fund) and Cambridge Global High Income Fund (Continuing Fund), managed by CI Investments Inc. The approval was necessary as the merger did not meet all criteria for pre-approved reorganizations under National Instrument 81-102 Investment Funds (NI 81-102), specifically, it was not a tax-deferred transaction under the Income Tax Act (Canada). The merger complied with other pre-approval criteria, including securityholder vote and independent review committee (IRC) approval.

Key points include:

– The merger will occur on a taxable basis.
– Securityholders were provided with adequate disclosure, including tax implications and differences between the funds.
– The IRC reviewed the merger terms and found them fair and reasonable for the Terminating Fund.
– A special meeting for the Terminating Fund’s securityholders was scheduled for approval.
– The Continuing Fund’s securityholders were not required to vote as the merger was not deemed a material change for them.
– Costs associated with the merger will be borne by the Manager, and no sales charges will apply to the Terminating Fund’s securityholders.
– The merger will result in a larger, more diversified fund, expected to benefit all parties involved.

The decision was made under sections 5.5(1)(b) and 19.1(2) of NI 81-102, following a review of the application and representations by the Manager. The merger was contingent on obtaining approval from the Terminating Fund’s securityholders at the special meeting.

The Securities Commission has decided to vary a cease trade order originally issued against San Gold Corporation (now 5813906 Manitoba Ltd.). The initial order, which was put in place due to regulatory concerns, prohibited all trading of the issuer’s securities. The variation allows beneficial shareholders, who are neither insiders nor control persons, to sell their securities outside of Canada, provided they meet certain conditions.

The decision was made under section 144(1) of the Securities Act, R.S.O. 1990, c. S.5, which allows for the variation or revocation of a cease trade order if it is not prejudicial to the public interest. The Commission recognized that the existing order placed Ontario resident shareholders at a disadvantage compared to other shareholders who could trade on foreign markets.

The outcome permits these shareholders to sell their securities, acquired before the original cease trade order date, through a market outside of Canada and via an investment dealer registered in Ontario. This variation aims to balance regulatory enforcement with fairness to shareholders, ensuring they are not unduly restricted by the cease trade order.

The Ontario Securities Commission (OSC) has granted consent to RG One Corp., an offering corporation under the Ontario Business Corporations Act (OBCA), to continue into the federal jurisdiction under the Canada Business Corporations Act (CBCA). This decision is based on the application and representations made by RG One Corp., which include the following key points:

1. RG One Corp. is an offering corporation with 39,350,001 common shares issued and outstanding, which are not listed on any stock exchange.
2. The corporation intends to continue under the CBCA to benefit from its increased flexibility, which is necessary for a business combination with Flow Water Inc.
3. The rights, duties, and obligations under the CBCA are substantially similar to those under the OBCA.
4. RG One Corp. is a reporting issuer in Ontario, British Columbia, and Alberta and will remain so following the continuance.
5. The OSC is the principal regulator for RG One Corp., which is not in default of any provisions of the OBCA or securities legislation and is not subject to any related proceedings.
6. The management information circular provided to shareholders outlined the proposed continuance, its reasons, implications, and the dissent rights available.
7. The shareholders approved the continuance with a 100% vote in favor at a meeting where no dissent rights were exercised.

The OSC’s consent is required under subsection 4(b) of the Regulation made under the OBCA for the Application for Continuance. The Commission has consented to the continuance as it is not prejudicial to the public interest. The decision was made on July 2, 2021. Relevant laws and regulations include the Business Corporations Act, R.S.O. 1990, c. B.16, as amended, and the Securities Act, R.S.O. 1990, c. S.5, as amended, along with Regulation 289/00 made under the OBCA.

The Securities Commission granted exemptive relief to Brookfield Property Partners L.P. (Brookfield Property Partners) and Brookfield Property Preferred L.P. (the Issuer) from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus disclosure requirements under Ontario securities legislation. This relief was sought to facilitate the issuance of Class A Cumulative Redeemable Preferred Units (New LP Preferred Units) by the Issuer, which will be guaranteed by Brookfield Property Partners and other related entities.

The relief was necessary because the Issuer, Brookfield Property Partners, and the Holding LP are partnerships, and Brookfield Property Partners satisfies its continuous disclosure obligations by complying with U.S. federal securities law, as permitted under National Instrument 71-102. This meant they could not directly rely on the exemption for credit support issuers in applicable securities legislation.

The Commission’s decision to grant relief was contingent on several conditions, including that Brookfield Property Partners and the Issuer continue to satisfy specific conditions set out in subsection 13.4(2.1) of National Instrument 51-102, and that the Issuer becomes an electronic filer on SEDAR prior to issuing New LP Preferred Units to the public.

The decision was based on the understanding that the Issuer and Brookfield Property Partners would treat Brookfield Property Partners as a parent credit supporter and the New LP Preferred Units as designated credit support securities, complying with the conditions in section 13.4(2.1) of National Instrument 51-102 that apply to such entities.

The exemptive relief was granted under the following legislative provisions: Securities Act, R.S.O. 1990, c. S.5, ss. 107 and 121(2)(a)(ii); National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.4 and 8.1(2); Form 44-101F1 Short Form Prospectus, ss. 6.1, 11.1(1), 12.1 and 13.3; National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1 and 13.4; National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, ss. 8.5 and 8.6; National Instrument 52-110 Audit Committees, ss. 1.2(g) and 8.1; National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1; National Instrument 58-101 Disclosure of Corporate Governance Practices, ss. 1.3(c) and 3.1(2).

The Securities Commission has granted an exemption to a fund managed by Ninepoint Partners LP, allowing it to short-sell government securities up to 20% of the fund’s net asset value (NAV) for a single issuer. This decision deviates from the standard 5% limit set by subparagraph 2.6.1(1)(c)(ii) of National Instrument 81-102 Investment Funds (NI 81-102). The exemption aims to enhance the fund’s ability to hedge against interest rate risk associated with its corporate bond portfolio.

The decision is contingent upon several conditions:

1. The fund must comply with all other short sale requirements outlined in section 2.6.1 of NI 81-102.
2. Only government securities, as defined by NI 81-102, may be short-sold beyond the 5% NAV limit.
3. Short sales must align with the fund’s stated investment objectives and strategies.
4. The fund’s simplified prospectus must disclose its capacity to short-sell government securities beyond the 5% NAV threshold per issuer upon its next renewal.

The exemption is based on the rationale that government securities are highly liquid and can provide an effective hedge against interest rate fluctuations. The decision also considers that using derivatives for hedging is less efficient and riskier than short-selling government securities. The fund has established controls for managing short sales and maintains appropriate records.

The Ontario Securities Commission, acting as the principal regulator, has approved the exemption under the securities legislation, provided the fund adheres to the specified conditions. This decision applies to the Ninepoint Diversified Bond Fund and any future funds managed by Ninepoint Partners LP that fall under NI 81-102. The exemption is also recognized in multiple jurisdictions across Canada under the Multilateral Instrument 11-102 Passport System.

The Securities Commission granted relief to a corporation (the Filer) from certain requirements related to take-over bids, early warning reporting, issuer bids, and share nomenclature. The Filer, a vertically-integrated cannabis company, has a multi-class share structure designed to maintain its status as a foreign private issuer under U.S. securities laws. The share classes are Subordinate Voting Shares, Restricted Voting Shares, Limited Voting Shares, Multiple Voting Shares, and Preferred Shares. The relief allows the Filer to calculate ownership thresholds and disclosure requirements on an aggregate basis across all classes of equity shares, rather than on a per-class basis, due to the shares’ identical economic attributes and mandatory inter-convertibility based on the shareholder’s status as a U.S. Person.

The relief was granted under the following conditions:

1. The Filer must publicly disclose the exemption and its terms in a news release and in its annual information forms, management information circulars, and other relevant filings.
2. For take-over bids, the combined ownership of all classes of equity shares must not represent 20% or more of the outstanding shares.
3. For early warning reporting, the combined ownership must not represent 5% or more of the outstanding shares.
4. For issuer bids, the Filer must comply with the normal course issuer bid exemption, with the threshold calculated on a combined basis.
5. The Filer must provide disclosure on significant shareholders in its information circular on a combined basis.

Additionally, the Filer was granted relief from using prescribed restricted security terms for its Limited Voting Shares, subject to the condition that they are referred to as Limited Voting Shares.

The decision is based on the Filer’s share structure, which was implemented solely to ensure its status as a foreign private issuer, and the fact that all classes of equity shares are freely tradable, have identical economic attributes, and are automatically inter-convertible based on the shareholder’s status as a U.S. Person.

The relevant laws and regulations underpinning the outcome include:

– National Instrument 62-104 Take-Over Bids and Issuer Bids
– National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
– National Instrument 51-102 Continuous Disclosure Obligations
– National Instrument 41-101 General Prospectus Requirements
– Ontario Securities Commission Rule 56-501 Restricted Shares

The decision was made by the Ontario Securities Commission as the principal regulator, and the Filer is a reporting issuer in all Canadian provinces and territories except Quebec.

The Securities Commission granted an exemption to a global fixed income exchange-traded fund (ETF) managed by Mackenzie Financial Corporation, allowing it to invest beyond the standard 10% net asset concentration limit in debt securities issued or guaranteed by foreign supranational agencies or governments. This exemption is subject to certain conditions and is based on the ETF’s objective to provide income and capital preservation by investing in sustainable and responsible fixed-income securities worldwide.

The ETF is permitted to invest up to 20% of its net assets in AA-rated foreign government securities and up to 35% in AAA-rated ones. These investments must align with the ETF’s fundamental investment objectives and focus on issuers that adhere to Environmental, Social, and Governance (ESG) criteria.

The exemption is contingent on the securities being traded on mature and liquid markets and the ETF’s prospectus disclosing the associated risks of concentration and the terms of the exemption. The decision is grounded in the provisions of National Instrument 81-102 Investment Funds, specifically sections 2.1 and 19.1, and is consistent with the ETF’s investment strategy. The ETF’s prospectus was filed in all Canadian provinces and territories, and the ETF will be a reporting issuer across Canada.

The Securities Commission has granted a merger approval and relief from the requirement to obtain investor approval for the merger of BMO Private Canadian Short-Term Bond Portfolio (Terminating Fund) into BMO Private Canadian Mid-Term Bond Portfolio (Continuing Fund). The decision is based on National Instrument 81-102 Investment Funds, specifically sections 5.1(1)(f), 5.5(1)(b), 5.5(3), 5.6, and 19.1.

Key facts include:

– The Filer, BMO Private Investment Counsel Inc., manages both funds and is a registered portfolio manager and exempt market dealer.
– The Funds are open-ended mutual funds and reporting issuers in Canada.
– The merger is proposed without unitholder approval as the units of the Terminating Fund are only available to clients under a discretionary investment management agreement with the Filer.
– The Filer is authorized to make investment decisions on behalf of the clients, including voting on securities matters.
– The merger does not meet all criteria for pre-approved reorganizations and transfers, particularly regarding the similarity of investment objectives and the lack of unitholder approval.
– The Independent Review Committee (IRC) has approved the merger, considering it fair and reasonable.
– The merger is expected to be neutral regarding fees and expenses and will be completed as a qualifying exchange under the Income Tax Act (Canada).
– The Filer will bear all costs associated with the merger, and no sales or redemption charges will apply.
– The merger is believed to be in the best interests of the unitholders due to factors such as stronger long-term performance of the Continuing Fund and increased portfolio diversification opportunities.

The outcome is that the merger is approved without the need for unitholder approval, and the Terminating Fund will be merged into the Continuing Fund and subsequently wound up.

The Securities Commission granted an exemption to Waypoint Investment Partners Inc. from certain restrictions under National Instrument 31-103, enabling inter-fund trades and in-specie transfers between public funds and managed accounts, as well as between public funds themselves. The exemption allows these transactions to occur at the last sale price instead of the closing sale price, subject to conditions.

The key regulations involved are:

– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, specifically section 13.5(2)(b) which restricts registered advisers from causing investment portfolios they manage to trade securities with associated portfolios or funds.
– National Instrument 81-107 Independent Review Committee for Investment Funds, which provides a framework for the oversight of inter-fund trades.

The decision was based on the following considerations:

– Inter-fund trades can offer benefits such as lower trading costs, reduced market impact, and quicker execution.
– The trades will be consistent with the investment objectives of the respective funds or managed accounts.
– An independent review committee (IRC) will oversee and approve the trades, ensuring they are in the best interests of the funds and managed accounts.
– In-specie transfers will allow managed accounts to invest in funds through the transfer of securities rather than cash, which can be more efficient and cost-effective.

The exemption is conditional upon adherence to specific procedures and oversight mechanisms, including IRC approval and compliance with the Filer’s policies and procedures. The exemption aims to facilitate more efficient portfolio management while maintaining investor protection and market integrity.

The Securities Commission granted exemptive relief to a corporation (the Filer) from certain requirements under Canadian securities laws, allowing the Filer to calculate ownership and disclosure thresholds on an aggregate basis for its multi-class share structure, rather than on a per-class basis. This decision was made to accommodate the Filer’s unique share structure, which was designed to maintain its status as a foreign private issuer under U.S. securities laws.

The Filer’s share structure includes Subordinate Voting Shares, Restricted Voting Shares, and Limited Voting Shares, which are all freely tradable, trade under the same symbol, have identical economic attributes, and are automatically inter-convertible based on the shareholder’s status as a U.S. Person. The Filer sought relief from the take-over bid requirements, early warning requirements, issuer-bid requirements, and the requirement to issue and file a news release, as well as from certain disclosure requirements and the use of prescribed restricted security terms.

The Commission’s decision allows the Filer to calculate thresholds for take-over bids, early warning reporting, and normal course issuer bids by combining the outstanding classes of equity shares. Additionally, the Filer is permitted to provide disclosure on significant shareholders in its information circular on a combined basis and to refer to its Limited Voting Shares using a specified alternate term rather than the prescribed restricted security terms.

The relief is subject to conditions, including public disclosure of the exemption and its terms, and compliance with modified calculation methods for determining ownership percentages. The decision is based on the Filer’s representations, including its share structure and the automatic conversion mechanisms designed to maintain its foreign private issuer status.

The relevant laws and regulations underpinning the outcome include National Instrument 62-104 Take-Over Bids and Issuer Bids, National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements, and Ontario Securities Commission Rule 56-501 Restricted Shares.

The Securities Commission granted an order for Urbangold Minerals Inc. to cease being a reporting issuer under applicable securities laws. The decision was made based on the following key points:

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

The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary criteria outlined in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order was therefore granted, allowing Urbangold Minerals Inc. to cease being a reporting issuer.

The Ontario Securities Commission granted mutual fund trusts an extension on the lapse dates for their prospectuses, annual information forms, fund facts, and ETF Facts. This decision allows the funds to consolidate their offering documents when they are renewed. The extensions, 70 and 72 days respectively, are based on the rationale that the current prospectuses still provide accurate and current information about the funds. The extensions will not compromise the information’s currency or accuracy.

The relief was granted under subsection 62(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The decision was made to facilitate the distribution of the funds under a single prospectus, streamline disclosure, and include additional new funds. The funds involved are managed by Purpose Investments Inc. and include the MLD Core Fund, Purpose Floating Rate Income Fund, and Purpose Gold Bullion Fund. The decision was made considering that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, and any material changes will be disclosed as required by law. The extensions will align the lapse dates of the funds with the lapse date of another fund, the PK Core Fund, whose prospectus is dated September 25, 2020. The decision is not expected to be prejudicial to the public interest.

The Securities Commission has granted a 90-day extension to a mutual fund, which is not a reporting issuer, for filing and delivering its annual financial statements. The fund, managed by Trans-Canada Capital Inc. (TCC), faced difficulties meeting the original 90-day deadline due to its investments in underlying funds with varying financial year-ends and reporting deadlines. Consequently, the fund could not complete its financial statements in time without the audited statements of these underlying funds.

Under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), the fund was required to file and deliver its audited annual financial statements within 90 days after its financial year-end (December 31). However, the fund was unable to meet this deadline and applied for an exemption.

The Commission’s decision allows the fund to extend its annual filing and delivery deadlines to June 30 each year, provided certain conditions are met. These conditions include the fund’s investment strategy, the timing of investments in underlying funds, notification to the fund’s securityholder, and disclosure amendments in the offering memorandum if new investors are acquired. The relief is subject to the fund’s compliance with the extended deadline and will expire within one year of any relevant regulatory changes that affect the filing and delivery requirements for mutual funds.

The Securities Commission has decided to vary a cease trade order originally issued against Colossus Minerals Inc. This variation allows beneficial shareholders, who are neither insiders nor control persons, to sell their securities outside of Canada under certain conditions. This decision was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, which provides the Commission with the authority to make such a variation if it is not prejudicial to the public interest.

The original cease trade order was issued due to concerns that trading in the securities of Colossus Minerals Inc. might be detrimental to investors and the public. However, upon review, the Director found that the order placed Ontario resident shareholders at a disadvantage compared to certain shareholders who could trade on foreign markets. To rectify this, the Commission has allowed these shareholders to sell their securities, provided the sales are made through a market outside of Canada and through an investment dealer registered in Ontario.

The outcome of this decision is that certain shareholders of Colossus Minerals Inc. now have the opportunity to sell their securities despite the cease trade order, as long as they comply with the specified conditions. This variation aims to balance the protection of the public interest with the rights of individual shareholders.

The Ontario Securities Commission has granted a full revocation of a cease trade order (CTO) against Advantex Marketing International Inc. The CTO was initially issued due to the company’s failure to file its required annual financial documents for the year ended June 30, 2019. Since then, Advantex has remedied its filing deficiencies by submitting all overdue documents, including audited financial statements, management discussion and analysis (MD&A), and certifications. The company is now up to date with its continuous disclosure obligations and has not been in default of any securities legislation requirements, except for the CTO itself.

The decision to revoke the CTO was made under Section 144 of the Securities Act (Ontario) and was based on several key representations by Advantex. These include the company being current with its filings, having no other cease trade orders issued by other Canadian jurisdictions, and not undergoing any undisclosed material changes in its business affairs. Additionally, Advantex has settled all outstanding fees and has updated its profiles on SEDAR and SEDI.

The revocation order was contingent upon Advantex’s commitment to issue a news release announcing the revocation and to file this release on SEDAR. The revocation signifies that the company has met the conditions set by the securities legislation for the lifting of the CTO, and trading in Advantex’s securities can resume without the restrictions imposed by the original CTO.

The Securities Commission has granted an exemption to extend the prospectus lapse date for a fund managed by AGF Investments Inc. This decision allows the fund’s current prospectus, which was set to lapse on October 21, 2021, to be extended to January 29, 2022. This extension aligns the fund’s prospectus renewal with that of 11 other exchange-traded mutual funds managed by the same investment fund manager, facilitating administrative efficiency and cost reduction.

The fund in question, AGFIQ US Market Neutral Anti-Beta CAD-Hedged ETF, is an exchange-traded alternative mutual fund and a reporting issuer in multiple Canadian jurisdictions. The fund is in continuous distribution and its securities are listed on the Toronto Stock Exchange.

The decision is based on the rationale that there have been no material changes in the fund’s affairs since the current prospectus was issued, and the information contained therein remains accurate. Should any material changes occur, the prospectus will be amended as required by law. The exemption is not expected to prejudice the public interest.

The decision is grounded in section 62(5) of the Securities Act (Ontario) and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Ontario Securities Commission, acting as the principal regulator, has determined that the exemption meets the necessary legislative criteria.

The Securities Commission granted an exemption to I-80 Gold Corp. (the Filer) from the requirement to file a business acquisition report (BAR) for its acquisition of Osgood Mining Company, LLC (Osgood). This decision was based on the assessment that the acquisition was not significant to the Filer from a practical, commercial, business, or financial perspective, despite meeting certain significance thresholds under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).

The Filer, a mining company focused on gold and silver deposits in the United States, became a reporting issuer as a result of an arrangement involving Premier Gold Mines Limited (Premier) and Equinox Gold Corp. (Equinox Gold). The Filer acquired Osgood, which owned the Getchell Project in Nevada, and this acquisition was contemplated during the arrangement process.

The significance tests under NI 51-102 initially suggested the acquisition was significant based on the investment and profit or loss tests when considering the Filer’s financial position as a newly incorporated entity. However, when combining the financials of the Filer and its wholly-owned subsidiary, Premier USA, the acquisition did not meet the significance threshold under the optional tests provided in NI 51-102.

The Commission agreed with the Filer’s view that the acquisition was not significant from a substantive perspective and granted the exemption. The decision was made under the authority of sections 8.4 and 13.1 of NI 51-102 and was informed by the Filer’s representations and the financial information included in the Arrangement Circular. The Ontario Securities Commission, as the principal regulator, made the decision, which also applied to multiple jurisdictions under National Policy 11-203 and Multilateral Instrument 11-102.

The Securities Commission has granted an application by ESI Energy Services Inc. for an order declaring that the company is no longer a reporting issuer under applicable securities laws. The decision was made based on several key facts:

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator for the application, and the order also reflects the decision of the securities regulatory authority in Ontario. The test set out in the legislation for ceasing to be a reporting issuer was met, leading to the granting of the requested order.

The Securities Commission has granted an exemption to a filer from the requirement to file issuer bid documents electronically through the System for Electronic Document Analysis and Retrieval (SEDAR), as mandated by subsection 2.2(1) of National Instrument 13-101 (NI 13-101). The exemption applies to an upcoming issuer bid that the filer intends to make in multiple Canadian jurisdictions.

The filer, not being a reporting issuer in Canada and not in default of any securities legislation, would typically be required to file such documents electronically. However, due to the exemption, the filer must instead file the issuer bid documents in the specified jurisdictions as directed by the staff of the Alberta Securities Commission.

The decision is based on the filer’s representations, including its intention to make an issuer bid in the third quarter of 2021, the number of beneficial owners of the securities class subject to the bid, and its reliance on certain exemptions in Manitoba and Quebec.

The outcome is supported by the relevant securities legislation, including NI 13-101, Multilateral Instrument 11-102 Passport System, and National Instrument 62-104 Take-Over Bids and Issuer Bids. The Alberta Securities Commission is the principal regulator for this application, and the decision reflects the agreement of the securities regulatory authority in Ontario as well.

The Ontario Securities Commission (OSC) has revoked a cease trade order against Springbok Ventures Inc., previously known as Stikine Energy Corp. The original cease trade order was issued due to the company’s failure to file required continuous disclosure materials as mandated by Ontario securities law. Since then, Springbok Ventures has remedied the defaults by updating its continuous disclosure filings.

The decision was made under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The company has addressed the issues by filing the necessary financial statements, management’s discussion and analysis (MD&A), and certifications as required by National Instrument 52-109. Additionally, the company has paid all outstanding fees and updated its profiles on SEDAR and SEDI.

Springbok Ventures has also provided an undertaking that it will not complete certain transactions involving businesses not located in Canada unless it files a preliminary and final prospectus with the Commission and includes the required information as per applicable securities legislation.

The company is up-to-date with its continuous disclosure obligations, except for certain outstanding filings for which it has requested the Commission not to require submission. The OSC, satisfied that revoking the cease trade order would not be prejudicial to the public interest, has ordered the revocation. The company is expected to hold an annual meeting of shareholders within three months following the revocation and will issue a news release announcing the revocation of the cease trade orders.

The Securities Commission granted an exemption to a company (the Filer) from certain requirements in connection with its proposed issuer bid to purchase a portion of its outstanding subordinate voting shares through a modified Dutch auction. The exemptions relate to the proportionate take-up and payment requirements, the associated disclosure obligations, and the extension take-up requirement as stipulated in sections 2.26 and 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as well as item 8 of Form 62-104F2.

The Filer, a reporting issuer in Canada with shares listed on the Toronto Stock Exchange and Nasdaq, sought to buy back shares up to a specified dollar amount. The purchase price per share was to be determined within a specified range through the auction process. Shareholders could tender their shares at a price within this range or agree to a purchase price determined by auction tenders.

The Commission’s decision to grant the exemption was subject to conditions that the Filer must take up and pay for shares in the manner described, be eligible to rely on the Liquid Market Exemption, and comply with Regulation 14E of the United States Securities Exchange Act of 1934. The exemptions were granted on the basis that the Filer would provide adequate disclosure regarding the offer mechanics, the exemption sought, and the liquidity of the market post-offer, among other things.

The decision was made under the multilateral instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Autorité des marchés financiers acting as the principal regulator. The decision reflects the agreement of the securities regulatory authority in Ontario and is intended to be relied upon in other Canadian jurisdictions.

The Securities Commission granted an exemption to I.G. Investment Management Inc. and related entities (collectively, the Filers) from certain provisions of the Securities Act (Ontario) that restrict mutual funds from investing in issuers where a substantial securityholder has a significant interest. The exemption allows mutual funds managed by the Filers to invest up to 10% of their net assets in a closed-end pooled fund (Northleaf Capital Opportunities or other Northleaf Funds) even if a substantial securityholder of the Filers acquires a significant interest in the fund.

The exemption is subject to conditions, including that the investment must align with the mutual fund’s objectives and strategies, and the fund’s independent review committee (IRC) must approve the transaction. Additionally, the Filers must comply with certain sections of National Instrument 81-107 regarding the IRC’s role and must report annually on investments made under this relief.

The decision was based on representations that the Filers and the mutual funds are in compliance with securities legislation, have implemented information barriers, and that the investments in Northleaf Funds would be considered illiquid assets under National Instrument 81-102.

The exemption was granted under the Ontario Securities Act, sections 111(2)(c)(ii), 111(4), 113, 117(1)1, 117(1)4, and 117(2), and is contingent upon ongoing compliance with the specified conditions.

The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against betterU Education Corp. The CTO was originally issued due to the company’s failure to file certain continuous disclosure documents within the required timeframe as mandated by Ontario securities law. These documents included audited annual financial statements, management’s discussion and analysis (MD&A), and certification of filings for the year ended March 31, 2020, as well as subsequent interim financial reports and related MD&A for the periods ending June 30, September 30, and December 31, 2020, and executive compensation disclosure.

betterU Education Corp. has since remedied the defaults by filing the overdue documents. The company is now up-to-date with its continuous disclosure obligations and has paid all outstanding fees. It has also provided a written undertaking to hold an annual meeting of shareholders within 90 days of the revocation of the CTO and to prepare a management information circular in accordance with regulatory requirements.

The OSC, acting as the Principal Regulator, determined that revoking the CTO was appropriate under the Securities Act (Ontario) and National Policy 11-207, which governs failure-to-file cease trade orders and revocations in multiple jurisdictions. The decision was based on the company’s remedial actions and the absence of any material changes in its business that had not been disclosed. The revocation allows betterU Education Corp. to resume trading its shares, which are listed on the TSX Venture Exchange and the Frankfurt Stock Exchange. The company has committed to issuing a news release and filing a material change report regarding the revocation of the CTO.

The Securities Commission granted a partial revocation of a cease trade order (CTO) that had been imposed on an issuer due to its failure to file the required annual financial statements and other continuous disclosure documents. The issuer sought this partial revocation to complete a private placement to raise funds necessary to update its continuous disclosure records and pay related fees.

The issuer was non-compliant with the filing requirements due to logistical challenges caused by the COVID-19 pandemic. The funds from the private placement are intended to cover costs such as accounting and audit fees, legal fees, filing fees, office expenses, transfer agent fees, and finder’s fees, with the goal of bringing the issuer’s continuous disclosure obligations up to date.

The partial revocation was granted under section 144 of the Securities Act (Ontario) and was contingent upon several conditions. These included providing each subscriber and finder with a copy of the CTO and the partial revocation order, as well as obtaining signed acknowledgments from them that the securities acquired will remain subject to the CTO until a full revocation is granted.

The decision was made in accordance with the applicable legislative provisions, including the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 127 and 144, and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The outcome allows the issuer to proceed with the private placement under the specified conditions, with the understanding that a full revocation of the CTO would be sought in the future.

The Ontario Securities Commission granted Hamilton Lane (Canada) LLC, the manager of certain mutual funds that are not reporting issuers, a 90-day extension for filing and delivering their annual financial statements. This decision was made under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106), specifically sections 2.2, 5.1(2)(a), and 17.1.

The mutual funds in question, referred to as Top Funds, invest significantly in underlying funds located in various international jurisdictions. These underlying funds have financial reporting deadlines that require their statements to be filed within 120 days of their year-end, which is later than the standard 90-day deadline for the Top Funds.

Due to this timing discrepancy, the Top Funds are unable to obtain the necessary financial statements from the underlying funds in time to meet their own filing and delivery deadlines. Consequently, the Top Funds sought relief to extend their deadlines to 180 days after the financial year-end.

The relief was granted with several conditions, including that at least 25% of the Top Funds’ assets must be invested in entities with December 31 year-ends and subject to the 120-day filing requirement in their jurisdictions. Additionally, the Top Funds must disclose the extended deadline in their offering memorandum and notify unitholders of the relief granted.

The order is set to expire within one year of any amendment to NI 81-106 or other rule that affects the annual filing and delivery requirements for mutual funds.

The Securities Commission has granted an exemption to a group of new continuing mutual fund trusts (Continuing Funds) from certain requirements under National Instruments 81-101, 81-102, and 81-106, as well as related forms. This exemption allows the Continuing Funds to use the historical performance, financial data, start dates, and fund expenses of their corresponding terminating mutual fund corporation classes (Terminating Funds) in their sales communications, simplified prospectus, fund facts documents, and management reports of fund performance. Additionally, the Continuing Funds are exempted from the seed capital requirements of NI 81-102.

The rationale behind the decision is to facilitate seamless mergers of the Terminating Funds into the Continuing Funds, which are expected to have the same investment objectives, strategies, and fees. The exemption is conditional upon the Continuing Funds including the performance data of the Terminating Funds prepared in accordance with Part 15 of NI 81-102 and disclosing the mergers in their documents.

The outcome of this decision is that the Continuing Funds can present themselves to investors with the established track record of the Terminating Funds, thereby providing investors with historical financial information to inform their investment decisions. The exemptions are subject to certain conditions to ensure transparency and investor protection.

The Securities Commission has granted an exemption to an investment fund manager from a specific provision of National Instrument 81-105 Mutual Fund Sales Practices. The exemption allows the manager to cover direct costs for participating dealers related to educational sales communications, conferences, or seminars on financial planning matters.

Key points of the decision include:

– The exemption is from subsection 5.1(a) of NI 81-105, which generally prohibits fund managers from paying for marketing initiatives not primarily about mutual funds.
– The fund manager, registered in various Canadian jurisdictions, manages mutual funds and exchange-traded funds subject to NI 81-105.
– The exemption enables the manager to sponsor events primarily aimed at educating investors on financial planning, including investment, retirement, tax, and estate planning.
– The manager must still comply with other requirements of NI 81-105, such as not conditioning sponsorship on the sale of funds or providing incentives for recommending their funds.
– Educational materials must be general, approved by the manager, and presented by qualified speakers, with a disclaimer that they are not providing specific advice.

The outcome is that the fund manager can support educational initiatives that may benefit investors by enhancing their financial planning knowledge, provided that certain conditions are met to ensure the educational purpose and avoid conflicts of interest. The decision is grounded in the securities legislation of Ontario and relies on Multilateral Instrument 11-102 Passport System for application across Canada.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, incorporated under the Business Corporations Act (British Columbia), is not an OTC reporting issuer and its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. Its securities are not traded on any public market in Canada or internationally. The issuer has not filed certain required continuous disclosure documents but is not in default of other securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision is based on the issuer meeting the necessary criteria and is consistent with the test set out in the legislation.

The Securities Commission granted an exemption to a non-redeemable investment fund from certain short selling restrictions under National Instrument 81-102 Investment Funds (NI 81-102). The fund is allowed to short sell government securities up to 300% of its net asset value (NAV), exceeding the standard limit of 50% of NAV. This exemption is subject to conditions, including compliance with other short selling requirements and the fund’s aggregate exposure not surpassing 300% of NAV.

Additionally, the fund received an exemption to deposit more than the standard limit of 25% of NAV in collateral with a prime broker, excluding the value of short sale proceeds held as collateral. This is also subject to conditions, including compliance with subsections 6.8.1(2) and (3) of NI 81-102.

The exemptions were granted based on the reasoning that using physical short selling of government securities is more effective, less complex, and less risky than using derivatives to achieve similar leverage. The fund’s prospectus will include disclosure of its short selling activities and the material terms of the exemptions.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and notice was provided for reliance on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions. The exemptions are contingent on the fund’s adherence to the specified conditions and controls, including proper monitoring, risk management, and record-keeping.

The Securities Commission has granted an exchange-traded fund (ETF), managed by BlackRock Asset Management Canada Limited, an exemption from the concentration restrictions outlined in subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the ETF to invest more than 10% of its net asset value (NAV) in securities of a single Canadian bank or life insurance company, subject to certain conditions.

The ETF aims to provide a diversified, equal-weighted investment in the largest Canadian banks and life insurance companies. It operates under a passive equal weighting approach and rebalances its portfolio quarterly. The ETF’s securities are listed on the Toronto Stock Exchange.

The exemption is conditional upon the ETF’s investments being made in accordance with its stated investment objectives and strategies, as disclosed in its prospectus. Additionally, the ETF is not permitted to invest more than 15% of its NAV in securities of any single Canadian bank or life insurance company. The ETF must also include specific disclosures in its prospectus regarding the granted exemption and associated risks of concentration in its portfolio.

The decision is based on the rationale that the common shares of the large Canadian banks and life insurance companies held by the ETF are among the most liquid equity securities in Canada, reducing liquidity concerns. The exemption is expected to enhance the ETF’s ability to achieve its investment objective in a cost-effective manner and provide greater flexibility in implementing its investment strategies.

The Ontario Securities Commission (OSC) has issued an order stating that a corporation, which is an offering corporation with its head office in Ontario, is deemed to have ceased offering its securities to the public. This decision is based on the corporation’s application and representations that it has no plans for public financing through securities offerings and that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per a previous order. The order was made under subsection 1(6) of the Business Corporations Act (Ontario), which allows the OSC to make such a determination if it is not prejudicial to the public interest. The outcome ensures that the corporation is no longer subject to the public offering requirements of the Act.

The Securities Commission granted an order for Battle North Gold Corporation to cease being a reporting issuer under applicable securities laws. The decision was based on the following key points:

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

The order was made in accordance with section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended. The Ontario Securities Commission acted as the principal regulator and utilized the Process for Cease to be a Reporting Issuer Applications, with the intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various other Canadian jurisdictions. The principal regulator concluded that the company met the legislative requirements to cease being a reporting issuer.

The Securities Commission has granted an issuer relief from certain requirements related to restricted securities under multiple National Instruments and an OSC Rule, subject to conditions. The relief pertains to the issuer’s common shares and proportionate voting shares (PV Shares) in the context of prospectus disclosures, prospectus filing eligibility, continuous disclosure obligations, and certain documentation requirements.

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

The issuer, a special purpose acquisition corporation, is undergoing a qualifying acquisition involving two target businesses. The issuer’s capital consists of multiple share classes, including Class A restricted voting shares, Class B shares, Common Shares, and PV Shares. Upon completion of the acquisition, Class A and Class B shares will convert into Common Shares and PV Shares, respectively.

The PV Shares will have multiple votes per share, which technically affects the status of the Common Shares under the Restricted Security Rules. Without the exemptions, the Common Shares would be considered restricted securities due to the greater voting rights of the PV Shares.

The exemptions are granted on the condition that the issuer’s share structure and the rights attached to the Common Shares and PV Shares remain as described in the application, and that there are no other restricted securities or shares issued and outstanding other than the Common Shares. Additionally, the issuer must include disclosure consistent with the representations in its prospectuses and continuous disclosure documents.

The outcome allows the issuer to refer to its Common Shares as such and to avoid certain disclosure requirements that would otherwise apply to restricted securities. The decision is based on the issuer’s representations and is subject to ongoing compliance with the specified conditions.

The Securities Commission has granted an alternative mutual fund, managed by Venator Capital Management Ltd., an exemption from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). Specifically, the fund is exempt from subsections 9.3(1) and 10.3(1), which ordinarily require mutual funds to process purchase and redemption orders at the net asset value per security immediately after the order is received.

The exemption allows the fund to consolidate and process these orders on a weekly basis, using the net asset value determined at the end of that week. This decision was made under the condition that the fund clearly discloses this weekly processing schedule in its simplified prospectus and Fund Facts documents, and indicates that the fund is suitable for investors who can accept this processing frequency.

The reasoning behind the decision includes the belief that weekly processing will reduce transaction costs, mitigate excessive portfolio turnover, and protect the fund from having to sell positions at inopportune times during volatile market conditions, ensuring fair treatment of all unitholders.

The decision is based on the fund’s representations, including its compliance with securities legislation, its intention to offer units via a simplified prospectus, and its commitment to calculate the net asset value daily for continuous disclosure obligations.

The exemption is subject to the conditions that the fund’s purchase and redemption processing frequencies are disclosed and that the fund is identified as suitable only for investors who can accept these frequencies. The Ontario Securities Commission, as the principal regulator, is satisfied that granting the exemption is not prejudicial to the public interest.

The Securities Commission has granted an application by a company (the Filer) for an order declaring that it is no longer a reporting issuer in any Canadian jurisdiction. The decision is based on the following key points:

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and is supported by the Filer’s compliance with the relevant securities laws and regulations. The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the legislative requirements to cease being a reporting issuer.

The Securities Commission has issued a decision regarding Algold Resources Ltd. (the Issuer), a gold exploration company. The Issuer was subject to a failure-to-file cease trade order (FFCTO) due to non-compliance with annual filing requirements, largely attributed to financial difficulties exacerbated by the COVID-19 pandemic. Subsequently, the Issuer underwent reorganization under the Bankruptcy and Insolvency Act (BIA) and the Canada Business Corporations Act (CBCA), resulting in a proposal where all issued and outstanding common shares of the Issuer would be redeemed for shares of Aya Gold & Silver Inc. (Aya), making Aya the sole shareholder.

The Issuer applied for a revocation of the FFCTO and for an order to cease being a reporting issuer under National Policy 11-207 and National Policy 11-206, respectively. The applications were reviewed under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers of Quebec serving as the principal regulator.

The Commission’s decision was based on several factors, including the Issuer’s reorganization plan approved by the Superior Court (Quebec), the conditional approval of the TSX and TSX Venture Exchange for the listing of Aya shares, and the Issuer’s future status as a non-reporting entity with no intention to seek public financing.

The Commission concluded that the Issuer met the necessary criteria for both the revocation of the FFCTO and the cessation of reporting issuer status. Consequently, the Commission granted the FFCTO Revocation Order and the Cease to be a Reporting Issuer Order, allowing the reorganization to proceed as planned. The Commission made no judgment on the merits of the reorganization terms.

The Ontario Securities Commission granted an order that Sunrise Energy Metals Limited (formerly Clean TeQ Holdings Limited) is no longer a reporting issuer in Ontario. The decision was based on the fact that a small percentage of the company’s shares were held by Canadian residents (approximately 2.77% of outstanding shares worldwide) and an even smaller percentage of the company’s shareholders were Canadian (approximately 0.44% worldwide). The company, which is focused on metals recovery and water treatment technologies, is based in Australia with its primary operations and assets located there, and it is subject to Australian securities laws and Australian Stock Exchange (ASX) requirements.

The company has no current plans to offer securities in Canada and has not conducted any Canadian offerings since delisting from the Toronto Stock Exchange (TSX). It has also committed to providing Canadian securityholders with the same disclosure material as Australian residents, as required by Australian laws and ASX rules.

The company could not use the simplified procedure for ceasing to be a reporting issuer due to having more than 50 securityholders worldwide and more than 2% of its shares being owned by Canadians. However, the Commission determined that granting the order would not be against the public interest. The decision was made under subparagraph 1(10)(a)(ii) of the Securities Act (Ontario).

The Ontario Securities Commission (OSC) has granted an order recognizing a company as a reporting issuer in Ontario. This decision is based on the company’s existing status as a reporting issuer in British Columbia and Alberta, its listing on the TSX Venture Exchange, and its significant connection to Ontario, including its head office and the majority of its directors and operations being located in the province.

The company, incorporated under the Business Corporations Act (British Columbia), has been a reporting issuer in British Columbia and Alberta since January 10, 2013, and complies with the continuous disclosure requirements in those provinces, which are substantially the same as those in Ontario.

The company’s securities are traded on the TSX Venture Exchange and the OTCQB in the United States. It has determined that it has a significant connection to Ontario, necessitating the application to the OSC as per the policies of the TSX Venture Exchange.

The OSC’s decision to grant reporting issuer status is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically paragraph 1(11)(b). The order is not expected to be prejudicial to the public interest. The company will now amend its SEDAR profile to indicate the OSC as its principal regulator. The decision was made on May 31, 2021.

The Securities Commission has granted an exemption to a group of mutual funds managed by an investment fund manager from the restriction in section 4.1(1) of National Instrument 81-102 Investment Funds (NI 81-102). This restriction typically prevents funds from investing in equity securities during or within 60 days after a distribution if a related dealer is involved as an underwriter. The exemption allows these funds to invest in such distributions outside of Canada, subject to certain conditions.

The decision is based on the argument that the global operations of the related dealers significantly limit the funds’ ability to participate in foreign distributions, resulting in missed investment opportunities and competitive disadvantages. The funds have demonstrated a market necessity for the exemption and have formal policies and procedures to address potential conflicts of interest, which have been approved by their independent review committee (IRC) as per National Instrument 81-107.

The exemption is conditional upon the funds’ investments being consistent with their objectives and strategies, approval by the IRC in accordance with subsection 5.2(2) of NI 81-107, and compliance with certain other conditions similar to those for domestic offerings under section 4.1(4) of NI 81-102. These conditions include the distribution being made through a prospectus or private placement in the foreign jurisdiction, the related dealer being regulated in that jurisdiction, the securities being listed on a stock exchange, and purchases during the 60-day period being made on an exchange. Additionally, details of investments made under this exemption must be reported annually.

The decision was made by the British Columbia Securities Commission, acting as the principal regulator, and also represents the decision of the Ontario Securities Commission.

The Ontario Securities Commission (OSC) has issued an order that Cuspis Capital Ltd. is deemed to have ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The company had applied for this order and represented that it is an offering corporation under the OBCA, has no plans to seek public financing through securities offerings, and had previously been granted an order on April 30, 2021, confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission agreed to the order, concluding that granting it would not be against the public interest.

The Securities Commission approved the merger of two mutual funds, subject to securityholder approval, as the proposed mergers did not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 (NI 81-102). The key issues were that the investment objectives and fee structures of the merging funds were not substantially similar, and one merger would not be a tax-deferred transaction. The decision was based on the belief that the mergers would benefit securityholders by providing broader investment objectives, better portfolio manager flexibility, and more streamlined product offerings. The mergers were also expected to address declining assets under management and variable operating expenses of the terminating funds. The approval was contingent on the funds obtaining securityholder approval at special meetings. Relevant legislation includes NI 81-102, particularly sections 5.5(1), 5.5(3), 5.6(1), and 5.7(1), as well as tax implications under the Income Tax Act (Canada).

The Securities Commission granted an investment fund relief from certain provisions of the National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). The fund, designed to provide monthly cash distributions tied to the lifespan of retiree investors, received permission to calculate the redemption price of its Decumulation Class units in a manner different from the standard net asset value (NAV) per security requirement. Specifically, the redemption price will be the lesser of the original purchase price minus all cash distributions paid prior to redemption or the NAV per unit, which may result in a redemption amount less than the NAV per unit.

Additionally, the fund was allowed to include charts in its fund facts document that are not typically required or permitted, showing targeted annual income payments and total return value at death, along with related assumptions. This information is deemed essential for investors to understand the fund’s risks and assess investment suitability.

The relief was granted on the condition that the fund prominently discloses on the prospectus and fund facts document the method for determining the Decumulation Class Redemption Price and the possibility of receiving less than the NAV per unit upon death or voluntary redemption. The decision was based on the belief that this disclosure is crucial for investor understanding and will not mislead them.

The relevant laws and regulations underpinning the outcome are subsection 10.3(1) of NI 81-102, subsection 2.1(1), and paragraphs 4.1(3)(a) and 4.1(3)(d) of NI 81-101. The relief is contingent upon the fund’s adherence to the conditions set forth in the decision.

The Securities Commission has granted Zenabis Global Inc. (Zenabis) relief from continuous disclosure, certification, and insider reporting requirements following its acquisition by HEXO Corp. (HEXO) through a court-approved plan of arrangement. Zenabis’s only outstanding securities are warrants exercisable for HEXO shares, which do not qualify as designated exchangeable securities under National Instrument 51-102 (NI 51-102). Consequently, Zenabis sought exemptions from the obligations typically imposed on reporting issuers.

The Commission’s decision is based on several conditions, including HEXO’s ownership of all voting securities of Zenabis, HEXO’s compliance with its own continuous disclosure obligations, and Zenabis’s commitment not to issue any new securities to the public except under certain conditions. Zenabis must also file notices or copies of HEXO’s documents and ensure material changes specific to Zenabis are disclosed.

The granted relief aligns with the provisions similar to section 13.3 of NI 51-102, which typically applies to exchangeable security issuers. Additionally, Zenabis is exempted from filing annual and interim certificates as required by National Instrument 52-109, provided it does not file its own financial statements and complies with the conditions of the continuous disclosure exemption.

Insiders of Zenabis are relieved from filing insider reports under National Instrument 55-104 and from the requirement to file an insider profile under National Instrument 55-102, subject to certain conditions, including that they do not receive non-public material information and are not insiders of HEXO in any other capacity.

The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant National Instruments mentioned above. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where Zenabis is a reporting issuer.

The Securities Commission has granted exemptive relief to investment funds managed by Fidelity Investments Canada ULC, allowing them to invest in unregistered fixed income securities, known as 144A Securities, beyond the usual limits on illiquid assets. These funds must be qualified institutional buyers as defined by the U.S. Securities Act of 1933, and the securities must be traded on mature and liquid markets.

The decision is based on the recognition that 144A Securities can offer attractive investment opportunities and can be traded freely among qualified institutional buyers, reducing liquidity concerns. The Commission determined that allowing these investments would not compromise investor protection or the funds’ ability to meet redemption requests.

The relief is conditional upon the funds maintaining their status as qualified institutional buyers at the time of purchase, the securities not being considered illiquid under part (a) of the definition in National Instrument 81-102 Investment Funds, and the disclosure of this exemption in the funds’ prospectuses.

The decision is grounded in the provisions of National Instrument 81-102 Investment Funds, particularly sections 1.1, 2.4(1), 2.4(2), 2.4(3), and 19.1, and is consistent with the public interest.

The Securities Commission has decided to revoke the cease trade order (CTO) previously issued against Pennine Petroleum Corporation. The CTO was initially put in place due to the company’s failure to file certain required continuous disclosure materials. Pennine Petroleum Corporation has since remedied the defaults by updating its continuous disclosure filings.

The decision to revoke the CTO was made under the authority of the Securities Act (R.S.O. 1990, c. S.5, as amended, section 144) and in accordance with National Policy 11-207, which deals with Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the agreement of both the Alberta Securities Commission, acting as the principal regulator, and the Ontario Securities Commission.

The revocation order is based on the company’s representations that it is a reporting issuer in Alberta, British Columbia, and Ontario, that there are no other revocation applications in progress, and that all required continuous disclosure documents have been filed. The company has also updated its profiles on SEDAR and SEDI. The decision to revoke the CTO was made on May 27, 2021, indicating the company has met the necessary conditions for revocation as set out in the relevant securities legislation.

The Securities Commission approved an investment fund merger between Exemplar Investment Grade Fund (Terminating Fund) and Arrow EC Income Advantage Alternative Fund (Continuing Fund). The approval was necessary as the merger did not meet all pre-approval criteria in National Instrument 81-102 Investment Funds, particularly regarding the similarity of investment objectives and fee structures between the two funds.

Key facts include:

– Both funds are open-end mutual fund trusts established under Ontario law and managed by Arrow Capital Management Inc.
– The Terminating Fund aims to generate income and preserve capital through a diversified portfolio of primarily North American investment grade corporate bonds.
– The Continuing Fund has a similar investment objective but uses leverage and has a different fee structure, including a performance fee.
– The merger required approval from the Terminating Fund’s unitholders and was subject to a positive recommendation from the Independent Review Committee (IRC).
– Costs associated with the merger are borne by the Filer, not the funds.
– The merger is expected to be tax-deferred under the Income Tax Act (Canada).

The reasoning for the approval includes:

– The merger is in the best interests of both funds and their unitholders.
– It will provide economies of scale and potential for better performance and increased portfolio diversification.
– Unitholders of the Terminating Fund were provided with sufficient information to make an informed decision.

The outcome is that the merger was approved, subject to unitholder approval and other conditions, and is expected to occur on or about June 25, 2021. The decision was made under the authority of sections 5.5(1)(b), 5.6(1), 5.7(1)(b), and 19.1(1) of National Instrument 81-102 Investment Funds.

The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Pennine Petroleum Corporation. The CTOs were initially imposed due to the corporation’s failure to file required continuous disclosure materials. Pennine Petroleum Corporation has since remedied the defaults by updating its continuous disclosure filings.

The decision to revoke the CTOs was made under the authority of Section 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended) and in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the agreement of both the Alberta Securities Commission, acting as the principal regulator, and the Ontario Securities Commission.

The key factors influencing the decision included the corporation’s current compliance with continuous disclosure obligations and the updating of its profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI). The revocation order was issued on May 27, 2021, indicating that the corporation is no longer subject to the CTOs in Alberta and Ontario.

The Securities Commission granted an exemption to Brookfield Asset Management Reinsurance Partners Ltd. (the company) from certain requirements of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and National Instrument 44-102 Shelf Distributions (NI 44-102). Specifically, the company sought relief from the requirement that an issuer’s equity securities must be listed on a short form eligible exchange (subsection 2.2(e) of NI 44-101) and that at-the-market distributions using shelf procedures must be limited to equity securities (paragraph 9.3(1)(b) of NI 44-102).

The company, which is involved in providing annuity-based reinsurance products, is not a reporting issuer in Canada but is expected to become one upon completion of a special dividend of class A exchangeable shares. These shares are economically equivalent to, and exchangeable for, class A limited voting shares of Brookfield Asset Management Inc. However, they do not carry a residual right to participate in the company’s assets upon liquidation or winding-up, and thus are not considered equity securities under the legislation.

Despite this, the company argued that the class A exchangeable shares should be treated as equity securities for the purposes of NI 44-101 and NI 44-102 because they are the economic and voting equivalent of Brookfield Class A Shares, which do qualify as equity securities.

The Commission agreed with the company’s rationale and granted the exemption, subject to certain conditions. These conditions include that the company must be otherwise qualified to file a preliminary short form prospectus, the class A exchangeable shares must be listed on a short form eligible exchange, the company’s operations must not have ceased, and its principal asset must not be cash, cash equivalents, or its exchange listing. Additionally, the Brookfield Class A Shares must qualify as equity securities under the relevant instruments.

The exemption allows the company to issue class A exchangeable shares without meeting the typical listing requirements for equity securities, recognizing the unique nature of these shares and their economic equivalence to Brookfield Class A Shares.

The Securities Commission has revoked a cease trade order (CTO) against an issuer, BitRush Corp., after the company remedied its previous failures to file required continuous disclosure materials. The CTO was initially issued due to the company’s non-compliance with filing certifications for financial information for the period ended September 30, 2016, as mandated by National Instrument 52-109.

BitRush Corp. subsequently failed to file audited annual financial statements and related management’s discussion and analysis for several years, as well as quarterly financial statements and certifications by the CEO and CFO. However, the company has since updated all required filings and certifications, paid all outstanding fees, and is now in compliance with continuous disclosure obligations.

The decision to revoke the CTO was based on the company’s representations that it has resolved its financial distress, which was partly due to legal actions against its former CEO, and has no plans for restructuring transactions involving businesses outside of Canada without proper prospectus filings. The company has also provided an undertaking to hold an annual shareholder meeting within three months of the CTO revocation and to comply with additional requirements for any future significant transactions.

The revocation was granted under section 144 of the Securities Act (R.S.O. 1990, c. S.5) and in accordance with National Policy 11-207. The company has assured that its SEDAR profile is current and that there have been no undisclosed material changes in its business. Upon revocation of the CTO, BitRush Corp. will issue a news release and file a material change report outlining its future plans.

The Securities Commission granted an exemption to a group of mutual funds, allowing them to extend the lapse date for their prospectus. This decision was made under the Securities Act and National Policy 11-203, which governs exemptive relief applications in multiple jurisdictions.

The mutual funds in question, known as the iProfile Portfolios, are managed by I.G. Investment Management, Ltd. The company is registered as an investment fund manager and advisor across Canada and is not in default of any securities legislation.

The current prospectus for the iProfile Portfolios was dated May 29, 2020, with a lapse date of May 29, 2021. To continue the distribution of securities without interruption, a new prospectus must be filed and receipted within specific time frames relative to the lapse date.

The iProfile Portfolios are closely related to the iProfile Private Portfolios, which have a prospectus lapse date of June 28, 2021. Aligning the lapse dates for both sets of portfolios would streamline operational decisions, updates, and disclosures, leading to more consistent administration.

The Filer argued that extending the lapse date to June 28, 2021, for the iProfile Portfolios would not compromise the accuracy or reliability of the prospectus information and would serve the public interest.

The principal regulator agreed with this assessment and granted the exemption, allowing the iProfile Portfolios to file their prospectus in alignment with the iProfile Private Portfolios, thereby extending the lapse date to June 28, 2021.

The Securities Commission has granted an exemption to a filer from the requirement to file technical reports for each mineral property material to the filer upon becoming a reporting issuer. This decision is based on National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), specifically subsections 4.1(1) and 9.1(1).

The filer, a corporation with a head office in Toronto, Ontario, is not currently a reporting issuer and is not in default of securities legislation. The filer holds stream and royalty interests in several material mineral properties through subsidiaries. These interests are in the Northparkes copper-gold mine, Cerro Lindo mine, a PGM mine, and the Fosterville mine.

The exemption was sought because the filer is not the owner or operator of these properties, and the scientific and technical information material to the filer has already been disclosed by the respective operators or owners, who are either reporting issuers in Canada or listed on specified exchanges. These operators have disclosed mineral resources and reserves in accordance with recognized reporting standards such as the JORC Code and SAMREC Code.

The filer will become a reporting issuer following the filing and receipt of a final prospectus in connection with a proposed initial public offering (IPO). The filer has represented that it will disclose the source of scientific and technical information for the material properties in any document filed under NI 43-101.

The principal regulator concluded that the exemption meets the test set out in the legislation and granted the exemption sought.

As an AI language model, I don’t have direct access to external documents, including specific decisions by the Securities Commission. However, if you provide me with the main points or excerpts from the decision, I can help summarize the information for you, including the key facts, reasoning, and outcome, as well as noting any relevant laws or regulations that underpin the outcome. Please paste the relevant text or describe the decision, and I’ll assist you in summarizing it.

The Securities Commission has granted an exemption to an unlisted filer from the restriction on issuing convertible securities as outlined in Section 2.3 of both National Instrument 44-101 Short Form Prospectus Distributions and National Instrument 44-102 Shelf Distributions. This exemption allows the filer to issue preferred shares or debt securities that are convertible into other securities of the filer, provided that these securities meet certain designated rating requirements.

The filer, a corporation organized under the Canada Business Corporations Act with its head office in Calgary, Alberta, is a reporting issuer in multiple Canadian jurisdictions. Although the filer’s common shares were previously listed on the Toronto Stock Exchange, they were delisted following an all-cash transaction. The filer remains a reporting issuer due to the wide distribution of its medium-term notes.

The exemption was granted on the condition that the proposed convertible securities to be distributed have received a provisional designated rating, are not at risk of being downgraded below a designated rating, and have not been given a final rating lower than a designated rating. Additionally, the filer must reasonably believe that the securities into which the convertible securities could be converted would also meet these rating criteria at the time of distribution.

This decision allows the filer to proceed with the issuance of convertible securities under its existing base shelf prospectus, expanding its financing options despite not having equity securities listed on a recognized exchange.

The Securities Commission has granted an order for QMX Gold Corporation (the Filer) to cease being a reporting issuer. The Filer, a mining company, became a wholly-owned subsidiary of Eldorado Gold Corporation (the Purchaser) following an arrangement agreement. The Filer’s securities were delisted, and the only outstanding securities held by third parties are warrants exercisable for a fraction of the Purchaser’s common shares and cash, not Filer’s securities.

The Filer could not use the simplified procedure for ceasing to be a reporting issuer due to the number of warrant holders. However, these holders will not be prejudiced by the cessation as they do not require public disclosure from the Filer. The Filer is not in default of any obligations as a reporting issuer and has no plans for public financing or issuing new securities, except to the Purchaser or its affiliates.

The order is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, and relies on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System for jurisdictions outside Ontario. The Filer is not a reporting issuer in any jurisdiction following the order. The decision was made considering the Filer’s compliance with relevant securities legislation and the lack of necessity for the Filer to maintain its reporting issuer status.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, incorporated under the Canada Business Corporations Act with its head office in Vancouver, British Columbia, is no longer publicly traded following a plan of arrangement that resulted in all its issued and outstanding shares being acquired by Glacier Media Inc. and its affiliates.

The decision was based on several key factors:

1. The issuer is not an OTC reporting issuer.
2. Its securities are beneficially owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 securityholders worldwide.
3. No securities are traded on any market in Canada or any other country.
4. The issuer is not in default of securities legislation, except for the non-filing of certain continuous disclosure documents which were not required until after the issuer became a wholly-owned subsidiary of Glacier.

The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision reflects the test set out in the legislation, indicating that the issuer has met the necessary criteria to cease being a reporting issuer.

The Securities Commission has granted exemptive relief to Mackenzie Financial Corporation (the Filer) on behalf of Mackenzie Global Credit Opportunities Fund (the Terminating Fund) for a proposed merger with Mackenzie North American Corporate Bond Fund (the Continuing Fund). The relief is from certain seed capital requirements under National Instrument 81-102 Investment Funds (NI 81-102), and from requirements under National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 81-106 Investment Fund Continuous Disclosure to allow the use of performance data from the existing funds in the new continuing funds’ documents.

The merger did not meet all pre-approved reorganization criteria under section 5.1 of NI 81-102, specifically regarding the similarity of investment objectives, tax-deferred transaction requirements, and the inclusion of the most recent fund facts documents. However, the merger complied with other pre-approved criteria under section 5.6 of NI 81-102.

The Filer, a registered investment fund manager, portfolio manager, exempt market dealer, adviser, and commodity trading manager, manages the Funds, which are reporting issuers and not in default of securities legislation. The Funds follow standard investment restrictions and practices, except where exempted, and their units are qualified for sale under current Offering Documents, with some series offered on an exempt distribution basis.

The Independent Review Committee (IRC) provided a positive recommendation for the merger, determining it would achieve a fair and reasonable result for the Funds and their unitholders. The merger will be effected on a taxable basis to preserve any unused tax losses of the Continuing Fund.

Unitholders of the Terminating Fund will vote on the merger at a special meeting. If approved, systematic plans will be re-established in the Continuing Fund, and unitholders have the right to redeem or exchange their units until the business day before the Effective Date. No sales charges will be incurred for the acquisition of the Terminating Fund’s portfolio by the Continuing Fund.

The merger is considered beneficial for unitholders due to efficient use of investment managers, streamlined similar mandates, continued access to the same investment management team, and same or lower fees for the Continuing Fund.

The Commission’s decision is contingent upon the Filer obtaining prior approval from the unitholders of the Terminating Fund at the special meeting.

The Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc. and its associated exchange-traded funds (ETFs) from certain requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This exemption allows corporate class ETFs within the same mutual fund corporation to acquire shares from each other through a public marketplace, such as the Toronto Stock Exchange (TSX), without triggering formal issuer bid requirements.

The decision is based on the understanding that such transactions will be conducted in accordance with the fund-of-fund rules outlined in National Instrument 81-102 Investment Funds (NI 81-102) and National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107). These rules permit one investment fund to invest in another managed by the same investment fund manager, subject to certain conditions.

The exemption is subject to the following conditions:

1. Acquisitions must comply with the fund-of-fund rules.
2. Transactions must occur in the secondary market at prevailing market prices.
3. Acquired shares will not be cancelled and will remain outstanding securities of the mutual fund corporation.

This decision allows for more cost-effective and operationally efficient management of the ETFs, benefiting the securityholders. The Ontario Securities Commission, as the principal regulator, has determined that the exemption meets the necessary legislative criteria.

The Securities Commission granted an exemption from the prospectus requirement for trades made by a control person of an issuer under an automatic securities disposition plan (ASDP). The applicant, a control person, intended to establish an ASDP for orderly sales of securities in accordance with CSA Staff Notice 55-317. The exemption was necessary because compliance with section 2.8 of National Instrument 45-102 Resale of Securities (NI 45-102) would impede the ability to conduct successive dispositions under the ASDP due to the seven-day waiting period and the requirement to refile a Form 45-102F1 every 30 days.

The exemption was granted subject to several conditions, including restrictions on the commencement of sales, meaningful restrictions on amending, suspending, or terminating the ASDP, and the requirement that the total number of shares sold does not exceed 1% of the outstanding shares. Additionally, the applicant must file a notice and insider reports in accordance with NI 45-102, and the sales period under the ASDP is limited to 12 months. The exemption will terminate 12 months after the effective date of the ASDP.

The Commission also granted confidentiality relief, allowing the application and related materials to remain confidential until either the public disclosure of the ASDP or 90 days from the date of the decision.

The decision was based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically ss. 53(1) and 74(1), and National Instrument 45-102 Resale of Securities, s. 2.8.

The Securities Commission has approved a series of fund mergers proposed by National Bank Investments Inc. under National Instrument 81-102 Investment Funds, subject to certain conditions. The decision was based on the following key points:

1. The mergers involve multiple Terminating Funds being merged into corresponding Continuing Funds, with the goal of streamlining offerings and potentially reducing costs.

2. The mergers did not meet all the criteria for pre-approval under section 5.6 of Regulation 81-102 because:
– The investment objectives of the Continuing Funds were not substantially similar to those of the Terminating Funds.
– The fee structures were not substantially similar.
– Some mergers would not qualify as tax-deferred transactions under the Income Tax Act.
– Preliminary fund facts documents were sent instead of final versions for new series of Continuing Funds.

3. Despite these discrepancies, the mergers complied with other pre-approval criteria, including securityholder votes and Independent Review Committee (IRC) approval.

4. Securityholders were provided with adequate disclosure to make informed decisions, including the potential tax implications of the mergers.

5. The mergers were deemed beneficial for reasons such as improved fund diversification, increased market presence, and in some cases, stronger long-term performance and lower fees.

6. The Commission’s approval was contingent on obtaining prior approval from the securityholders of the Terminating Funds and, if applicable, the Voting Continuing Funds.

The decision was made in accordance with the securities legislation of Quebec and Ontario, and the relevant regulations including CQLR c. V-1.1, r. 39 (Regulation 81-102), the Income Tax Act, and other related regulations. The anticipated effective dates for the mergers ranged from May 21, 2021, to June 4, 2021.

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

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

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

The Securities Commission has granted an application by Cardinal Resources Limited (the Filer) for an order declaring that the company is no longer a reporting issuer in any Canadian jurisdiction. The decision is based on several key representations made by the Filer:

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

The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria set out in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), to cease being a reporting issuer. The decision was made under the framework of the Process for Cease to be a Reporting Issuer Applications and is supported by the provisions of Multilateral Instrument 11-102 Passport System, which allows for a coordinated approach across multiple Canadian jurisdictions.

The Securities Commission has granted an exemption to a closed-end investment fund, International Clean Power Dividend Fund (the Filer), from the prospectus requirement for the resale of units repurchased from existing security holders or surrendered by security holders for redemption. The Filer is an unincorporated closed-end investment trust established under Alberta law and is not considered a mutual fund. It is a reporting issuer in all Canadian provinces and its units are listed on the Toronto Stock Exchange.

The Filer has two purchase programs: a Mandatory Purchase Program, where it is obligated to purchase units if their price falls below a certain threshold, and a Discretionary Purchase Program, where it may purchase units at market prices. Additionally, there are three redemption programs: Monthly Redemptions, Annual Redemptions, and Additional Redemptions, the latter allowing holders to use redemption proceeds to purchase new fund securities.

The Filer intends to resell repurchased or redeemed units through securities dealers on the Exchange, holding them for a four-month period before resale, ensuring the resale does not significantly impact market prices. Units not resold within 16 months will be cancelled, and the Filer will not resell more than 5% of outstanding units in a calendar year.

The exemption is conditional upon compliance with applicable securities legislation, Exchange regulations, and specific provisions of National Instrument 45-102 Resale of Securities. The decision is based on the Filer’s representations and is subject to the conditions that the resale complies with the Exchange’s regulations and policies, and the Filer adheres to the resale limitations and disclosure requirements.

The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, sections 53(1) and 74(1), and is supported by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Alberta Securities Commission is the principal regulator, and the decision also represents the decision of the securities regulatory authority in Ontario.

The Securities Commission has approved an application for the merger of two investment funds, the Terminating Fund into the Continuing Fund, under certain conditions. The merger did not meet all pre-approval criteria of National Instrument 81-102 Investment Funds, specifically, it was not a qualifying exchange or tax-deferred transaction under the Tax Act. However, the funds had substantially similar investment objectives, fee structures, and valuation procedures.

The Filer, an Ontario corporation managing the funds, is registered as an investment fund manager and is not in default under securities legislation. The merger was publicly announced, and the Independent Review Committee provided a positive recommendation, deeming the merger fair and reasonable for the funds.

Securityholders of the Terminating Fund were to vote on the merger at a special meeting. The Filer concluded the merger would not materially change the Continuing Fund and would assume the costs of the merger. The merger was intended to be on a taxable basis for various reasons, including the potential non-qualification of the Terminating Fund as a mutual fund trust on the merger date and the tax-exempt status of the majority of its securityholders.

The merger was believed to be beneficial as it would prevent adverse tax consequences, address the economic non-viability of the standalone Terminating Fund, simplify the product lineup, and potentially attract more investors to the Continuing Fund.

The approval was contingent on the Filer obtaining prior approval from the securityholders of the Terminating Fund at the special meeting. The merger was set to be effective on or about June 25, 2021, with the Terminating Fund to be wound up within 60 days post-merger.

The Securities Commission has approved mutual fund mergers involving IG Mackenzie Low Volatility Canadian Equity Fund and IG Irish Life Global Equity Fund (Terminating Funds) into IG FI Canadian Equity Fund and IG Mackenzie Global Fund (Continuing Funds), respectively. The approval was necessary as the mergers did not meet the criteria for pre-approval due to differences in investment objectives between the Terminating and Continuing Funds. The decision is contingent upon securityholder approval.

The key regulations involved are National Instrument 81-102 Investment Funds (NI 81-102), particularly sections 5.5(1)(b), 5.6(1)(a), and 5.7(1)(b), which govern mutual fund mergers and the criteria for pre-approval. The mergers are expected to streamline offerings, potentially reduce management fees, and provide investment management efficiencies and diversification opportunities.

The Filer, I.G. Investment Management, Ltd., is the trustee and manager of the funds and is registered as a Portfolio Manager and an Investment Fund Manager in multiple Canadian provinces. The mergers are anticipated to be tax-deferred under the Income Tax Act (Canada) and are planned to be effective on or about June 18, 2021, subject to securityholder approval at special meetings scheduled for June 3, 2021. The Filer will bear the costs of the mergers, and no charges will be payable by unitholders for acquiring units of the Continuing Funds as a result of the mergers.

The Securities Commission granted an exemption to extend the lapse date for the renewal of simplified prospectus, annual information form, and fund facts documents for certain mutual funds managed by National Bank Investment Inc. This extension was to accommodate the timing of proposed fund mergers. The lapse date was extended to June 7, 2021, from the original date of May 14, 2021.

The extension was sought to avoid the need to renew prospectus documents for funds that would be terminating shortly after the original lapse date due to the mergers. The mergers were subject to securityholder approval at a special meeting and regulatory approval, as required by Regulation 81-102.

The Commission determined that the extension would not be disadvantageous to investors and would not affect the accuracy of the information in the current prospectus documents. The decision was made under the authority of section 62(5) of the Securities Act (Ontario) and was consistent with public interest considerations.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order (CTO) originally issued against Hanfeng Evergreen Inc. The CTO, which was imposed due to regulatory concerns, prohibited trading in the company’s securities. The decision to vary the CTO was made under section 144(1) of the Ontario Securities Act, R.S.O. 1990, c. S.5, which allows for such variations if they are not prejudicial to the public interest.

The variation permits beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada, subject to certain conditions. These conditions include that the sale must be made through a market outside of Canada and through an investment dealer registered in Ontario. This decision was made in recognition that the original terms of the CTO placed Ontario resident shareholders at a disadvantage compared to certain shareholders who could trade their shares on foreign markets.

The outcome of this decision is that certain shareholders of Hanfeng Evergreen Inc. now have a limited ability to sell their shares, despite the CTO, provided they comply with the specified conditions. This variation aims to balance regulatory enforcement with fairness to shareholders.

The Securities Commission has granted an exemption to a filer from certain financial statement requirements in connection with a qualifying transaction under the special purpose acquisition corporation (SPAC) program. The filer, an SEC issuer, is acquiring a private US issuer and needs to include the target’s financial statements in a non-offering prospectus and an information circular.

Key points:

– The filer is exempt from Sections 3.2 and 3.3 of National Instrument 52-107, which require financial statements to be prepared in accordance with International Financial Reporting Standards (IFRS) and audited in accordance with Canadian GAAS.
– The exemption allows the filer to prepare financial statements in accordance with U.S. GAAP and audit them in accordance with U.S. PCAOB GAAS.
– This exemption applies to the financial statements of the US target and any pro forma financial statements included in the filer’s prospectus and information circular.
– The exemption is contingent on the filer completing the qualifying transaction as described.

The decision is based on the filer’s status as an SEC issuer and the practicality of using U.S. accounting and auditing standards for the US target’s financial statements. The exemption will terminate if the qualifying transaction is not completed as anticipated.

The Ontario Securities Commission approved a mutual fund merger between CI Galaxy Bitcoin Fund (Terminating Fund) and CI Galaxy Bitcoin ETF (Continuing Fund). The approval was necessary because the merger did not qualify for pre-approved reorganizations under National Instrument 81-102 Investment Funds (NI 81-102) due to its taxable nature. The merger complied with other pre-approval criteria, including securityholder vote and Independent Review Committee (IRC) approval, and provided adequate disclosure to securityholders.

Key points include:

– The merger was not a tax-deferred transaction under the Income Tax Act (Canada).
– Securityholders of the Terminating Fund approved the merger in a special meeting.
– The merger was determined not to be a material change for the Continuing Fund, so no unitholder meeting was required for it.
– The merger was intended to provide benefits such as better market price alignment, potential economies of scale, and consistent management fees.
– The merger was to occur on a taxable basis, with no tax impact expected for unitholders holding the fund in a registered plan.
– The costs of the merger were to be borne by the Manager, and no sales charges would be payable by unitholders in connection with the merger.
– The Terminating Fund’s assets were to be transferred to the Continuing Fund in exchange for units of equivalent value.
– The Terminating Fund was to be wound up promptly following the merger.

The regulatory framework for this decision included sections 5.5(1)(b) and 19.1(2) of NI 81-102, and the merger was subject to the conditions and restrictions applicable to alternative mutual funds under Canadian securities legislation. The merger was scheduled to occur after the close of business on or about May 7, 2021.

The Securities Commission approved a mutual fund merger between CI Galaxy Bitcoin Fund (Terminating Fund) and CI Galaxy Bitcoin ETF (Continuing Fund). The merger required approval as it did not meet the criteria for pre-approved reorganizations and transfers in National Instrument 81-102 Investment Funds (NI 81-102) due to its taxable nature. The merger complied with other pre-approval criteria, including securityholder vote and Independent Review Committee (IRC) approval, and provided adequate disclosure to securityholders.

Key points include:

– The merger will occur on a taxable basis, with no tax impact to unitholders holding the fund in a registered plan.
– The Terminating Fund’s unitholders approved the merger at a special meeting.
– The merger was not considered a material change for the Continuing Fund, and thus no unitholder meeting was required for it.
– The merger was intended to provide benefits such as better market price alignment with net asset value, potential economies of scale, and uniform management fees.
– The costs of the merger were to be borne by the Manager, with no sales charges for the Terminating Fund’s unitholders.
– The merger was scheduled to occur after the close of business on or about May 7, 2021, with the Terminating Fund to be wound up promptly thereafter.

The decision was made under the authority of sections 5.5(1)(b) and 19.1(2) of NI 81-102 and was consistent with the test set out in the Legislation for the principal regulator to make the decision.

The Securities Commission has granted an order for Premier Gold Mines Limited (the Filer) to cease being a reporting issuer under applicable securities laws. The decision is based on the following key points:

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

The order is supported by the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii), and is consistent with the test set out in the legislation. The Ontario Securities Commission, acting as the principal regulator, has agreed to the request, allowing the Filer to cease being a reporting issuer.

The Securities Commission granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, Bluma Wellness Inc., is no longer required to file reports in Canada as it met the necessary conditions: it is not an OTC reporting issuer, has fewer than 15 security holders in any single Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplaces, and it is not in default of any securities legislation. This decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and was supported by the facts presented by the issuer. The British Columbia Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. Relevant definitions and terms are consistent with National Instrument 14-101 Definitions and Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an application by Cuspis Capital Ltd. for an order declaring that the company is no longer a reporting issuer under applicable securities laws. This decision is based on several key facts:

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

The decision was made under the authority of Section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c.S.5, as amended. The Ontario Securities Commission, acting as the principal regulator, has determined that the company meets the criteria to cease being a reporting issuer and has therefore granted the requested relief. This decision also relies on the passport application process outlined in Multilateral Instrument 11-102 Passport System, with notice given that this will be applied in Alberta, British Columbia, and Saskatchewan.

The Ontario Securities Commission granted an exemption to Purpose Investments Inc., on behalf of its existing and future investment funds, allowing them to invest up to 10% of their net assets in certain Irish and Guernsey funds not subject to Canadian regulations. The exemption applies to mutual funds, alternative mutual funds, and non-redeemable investment funds managed by Purpose, enabling them to invest in Irish mutual funds regulated by the Central Bank of Ireland under UCITS rules, and Guernsey closed-end funds governed by the Guernsey Financial Services Commission.

The decision was based on the condition that the foreign funds have investment restrictions and practices substantially similar to those applicable to Canadian funds. The exemption is contingent upon the funds’ compliance with section 2.5 of National Instrument 81-102 Investment Funds (NI 81-102), except for the provisions from which relief was sought. The exemption will expire six months after any amendments to NI 81-102 that permit such investments without the need for an exemption.

The rationale for the exemption is that it allows for efficient and cost-effective investment strategies that align with the funds’ objectives, without duplicating management fees. The decision ensures that investments are made in the best interests of the funds and their investors, and that the foreign funds’ regulatory oversight is substantially equivalent to Canadian standards.

The Securities Commission has granted an exemption to a foreign issuer, allowing it to file financial statements prepared in accordance with U.S. GAAP instead of Canadian GAAP, as well as management’s discussion and analysis (MD&A) in accordance with U.S. requirements. This exemption applies to the issuer’s financial statements for the year ended December 31, 2020, and the interim period ended March 31, 2021.

The issuer, which is in the process of starting a U.S. charter airline, is a reporting issuer in multiple Canadian jurisdictions and is listed on the TSX Venture Exchange. It has filed a registration statement with the SEC and intends to become an SEC registrant, which would subject it to U.S. reporting requirements.

The exemption is conditional on the issuer becoming an SEC Issuer by August 30, 2021. If it does not meet this deadline, the issuer must re-file its financial statements and MD&A in accordance with Canadian standards and issue a news release explaining the re-filings.

The decision is based on the issuer’s representations, including its significant U.S. presence and the fact that it has already prepared financial statements in accordance with U.S. GAAP, audited by U.S. PCAOB GAAS. The exemption is intended to avoid the need for the issuer to prepare duplicate financial statements under Canadian standards.

The exemption is grounded in sections 3.2 and 5.1 of National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards, and section 13.1 of National Instrument 51-102, Continuous Disclosure Obligations, with the British Columbia Securities Commission acting as the principal regulator. The decision also reflects the securities regulatory authority or regulator in Ontario and relies on Multilateral Instrument 11-102 Passport System for application in other Canadian jurisdictions.

The Securities Commission has decided to vary a cease trade order that was previously issued for the securities of Iona Energy Inc. The original order, which prohibited trading of the company’s securities, was put in place due to concerns under sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5. This decision was made after recognizing that the existing restrictions were disadvantaging Ontario resident shareholders compared to others who could trade on foreign markets.

The variation, made under section 144(1) of the Act, allows beneficial shareholders who are not insiders or control persons, and who owned securities before the cease trade order was implemented, to sell their shares. However, two conditions must be met for the sale: it must occur outside of Canada and be conducted through an investment dealer registered in Ontario. This adjustment aims to level the playing field for all shareholders without compromising the public interest. The decision was finalized on April 27, 2021.

The Securities Commission has granted an exemption to a mutual fund management company, allowing it to consolidate the simplified prospectuses (SPs) of its alternative mutual funds with those of its conventional mutual funds. This decision is based on the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsections 5.1(4) and 6.1(1), which typically require separate SPs for alternative and conventional funds.

The key reasons for the exemption include the desire to reduce renewal, printing, and related costs, and to streamline the distribution process across the company’s fund platform. The Commission acknowledged that the alternative and conventional funds share many operational and administrative features, and combining them in the same SP would allow investors to compare the funds more easily.

The decision also noted that investors would continue to receive the required fund facts and ETF facts documents, and the content of these documents would not be affected by the exemption. The Commission found no reason to treat mutual funds filing under National Instrument 81-101 differently from exchange-traded funds (ETFs) filing under National Instrument 41-101, which already allows for the consolidation of prospectuses for alternative and conventional funds.

The exemption was granted based on the test set out in the applicable securities legislation, with the principal regulator being satisfied that the exemption meets the necessary criteria.

The Securities Commission has granted an exemption to the Evolve FANGMA Index ETF from the concentration restriction in National Instrument 81-102 Investment Funds (NI 81-102), which limits investment funds from holding more than 10% of their net asset value in securities of any single issuer. This exemption allows the fund to invest more than 10% of its assets in the shares of each of the six NASDAQ-listed companies that comprise the Solactive FANGMA Equal Weight Index Canadian Dollar Hedged, which the fund aims to replicate.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator, and the exemption applies across all Canadian provinces and territories. The Evolve FANGMA Index ETF is managed by Evolve Funds Group Inc., which is responsible for the fund’s promotion, trusteeship, and management.

The rationale for granting the exemption is based on the fund’s transparent, passive investment strategy, which is fully disclosed to investors. The fund’s objective is to track the index, which is composed of equal weights of shares from Alphabet Inc., Amazon Inc., Apple Inc., Facebook Inc., Netflix Inc., and Microsoft Corp. The fund’s portfolio is rebalanced quarterly to maintain these equal weights.

The exemption is conditional upon the fund adhering to its investment objectives and strategies, disclosing its rebalancing approach, and including specific risk disclosures related to the concentration of investments in the final prospectus. The commission determined that the exemption meets the necessary legislative tests and is satisfied with the fund’s liquidity and the large market capitalization of the companies in which it invests.

The Securities Commission has granted a partial revocation of a cease trade order (CTO) against an issuer, which had been imposed due to the issuer’s failure to file required financial documents. The issuer, which is undergoing financial difficulties and has sought protection under the Companies’ Creditors Arrangement Act (CCAA), requested the partial revocation to issue common shares to its unsecured creditors as part of a restructuring plan.

The Commission’s decision allows the issuer to proceed with the share issuance to settle claims with up to 272 unsecured creditors, as outlined in an approved plan of compromise and arrangement under the CCAA. The decision is contingent upon certain conditions, including that the unsecured creditors receive copies of the original CTO, the partial revocation order, and written notice that all securities, including those issued in the transaction, remain subject to the CTO until it is fully revoked.

The Commission’s decision is based on the issuer’s representations, including its financial hardship, insolvency proceedings, and the overwhelming approval of the restructuring plan by the creditors. The decision is supported by the belief that the transaction will enable the issuer to generate working capital to update its continuous disclosure obligations and eventually seek a full revocation of the CTO.

The relevant laws and regulations underpinning the outcome include Section 144 of the Securities Act (Ontario), which allows for the partial revocation of a CTO, and National Policy 11-207, which addresses failure-to-file CTOs and revocations in multiple jurisdictions. The partial revocation is valid for the completion of the proposed transaction or up to 90 days from the date of the decision.

Summary of the Securities Commission Decision:

The Ontario Securities Commission granted Ninepoint Partners LP (the Filer) on behalf of Ninepoint Bitcoin ETF (the Proposed ETF) and any future exchange-traded mutual funds (Future ETFs) managed by the Filer or its affiliates, exemptions from two requirements under the securities legislation.

Firstly, the Filer and each ETF are exempt from the requirement to include an underwriter’s certificate in an ETF’s prospectus (Underwriter’s Certificate Requirement), as per section 59(1) of the Securities Act (Ontario). This exemption is based on the understanding that Authorized Dealers and Designated Brokers do not provide typical underwriting services for the distribution of Creation Units, are not involved in the preparation of the ETF’s prospectus, and do not receive underwriting fees from the ETFs.

Secondly, all persons or companies purchasing Listed Securities of an ETF on an exchange in the normal course are exempt from the take-over bid requirements (Take-Over Bid Requirements) outlined in section 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids. This exemption acknowledges that it is impractical for purchasers of Listed Securities to monitor compliance with the Take-over Bid Requirements due to the ongoing issuance and redemption of Listed Securities, and the application of these requirements could adversely impact the liquidity of the Listed Securities.

The decision was made under the authority of sections 59(1) and 147 of the Securities Act (Ontario) and section 6.1 of National Instrument 62-104, with the rationale that the exemptions are consistent with the public interest and the regulatory objectives of the securities legislation.

The Securities Commission has granted the Federation des caisses Desjardins du Quebec (the Filer) exemptive relief from certain financial reporting and prospectus requirements, subject to conditions. The relief pertains to the filing of annual and interim financial statements and management’s discussion and analysis (MD&A), CEO and CFO certification requirements, and the qualification criteria for using short form and shelf prospectus regimes.

Key points of the decision include:

1. The Filer is part of the Desjardins Group, a large financial cooperative group, and is a reporting issuer in all Canadian provinces.
2. The Filer requested to file combined financial statements and MD&A for the Desjardins Group instead of stand-alone Filer documents, arguing that the combined documents provide a more accurate picture of the financial health of the entity with which stakeholders engage.
3. The Desjardins Group is not a single legal entity or a reporting issuer, but it prepares combined financial statements in accordance with International Financial Reporting Standards (IFRS).
4. The Desjardins Group has been designated a domestic systemically important financial institution, subject to enhanced supervision and disclosure requirements.
5. The Filer believes that the financial solidarity mechanisms within the Desjardins Group ensure that stakeholders are protected by the collective capitalization of the group, rather than just the Filer.

The Commission’s decision allows the Filer to:

– File Group Financial Statements and Group MD&A in lieu of Filer-specific documents.
– Use Group Financial Statements and Group MD&A for all relevant purposes under Canadian Securities Laws.
– Maintain internal controls and disclosure controls in compliance with relevant regulations.

Conditions of the relief include:

– The Filer must file and deliver Group Financial Statements and Group MD&A in accordance with National Instrument 51-102.
– Any entity outside the Groupe cooperatif Desjardins included in the Group Financial Statements must be subject to supervisory powers by the Filer.
– Certain consolidated financial thresholds for entities outside the Groupe cooperatif Desjardins must not exceed 10% of corresponding combined items of the Desjardins Group.
– The Filer must provide summary financial information for entities outside the Groupe cooperatif Desjardins in each Group MD&A.
– The Principal Regulator must continue to recognize the Desjardins Group as a domestic systemically important financial institution.

The decision is based on the legislative provisions of National Instruments 51-102, 52-109, 44-101, and 44-102, as well as the securities legislation of Quebec and Ontario. The Autorite des marches financiers is the principal regulator for the application.

The Securities Commission has revoked a cease trade order against Champignon Brands Inc. following the company’s compliance with disclosure requirements. The initial cease trade order was issued due to Champignon’s failure to file a material change report after a restructuring transaction with AltMed Capital Corp. Champignon addressed the defaults by submitting the required report in the proper form. The Executive Director of the Commission concluded that revoking the cease trade order would not be against the public interest. This decision was made under the authority of section 171 of the Securities Act, R.S.B.C. 1996, c. 418, and in accordance with National Policy 12-202, which governs the revocation of certain cease trade orders. The revocation aligns with the Commission’s mandate to protect investors and ensure fair and efficient capital markets.

The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Champignon Brands Inc. The CTOs were originally put in place because the company failed to file certain required continuous disclosure materials. Champignon Brands Inc. has since addressed these defaults by updating their continuous disclosure filings.

The decision to revoke the CTOs was made in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207). The British Columbia Securities Commission served as the principal regulator in this matter, and the Ontario Securities Commission opted into the revocation order issued by the principal regulator.

The outcome is that the CTOs issued on October 27, 2020, by both the British Columbia and Ontario Securities Commissions have been lifted, allowing Champignon Brands Inc. to resume trading. The decision was made based on the test set out in the relevant securities legislation, which the company met by remedying its filing defaults. The revocation order was confirmed on April 22, 2021.

The Ontario Securities Commission (OSC) has granted consent to Bullet Exploration Inc. to continue from the jurisdiction of Ontario to British Columbia under the Business Corporations Act (BCA). This decision is based on the provisions of the Business Corporations Act (Ontario) (OBCA) and the associated Ontario Regulation 289/00, specifically subsection 4(b), which requires offering corporations to obtain consent from the Commission for such continuance.

Bullet Exploration Inc., previously known as CHC Student Housing Corp., is an offering corporation with its common shares listed on the TSX Venture Exchange. The company has completed a reverse takeover transaction and intends to move its registered office to British Columbia, with the Alberta Securities Commission expected to become its principal regulator.

The OSC’s consent follows the company’s compliance with all necessary regulations and the absence of any defaults or proceedings under the OBCA or other relevant securities legislation. Shareholders approved the continuance with a significant majority, and no dissent rights were exercised.

The OSC determined that the continuance would not be prejudicial to the public interest, noting that the rights, duties, and obligations under the BCBCA are substantially similar to those under the OBCA. The decision was made considering the potential for greater flexibility and a broader pool of board candidates that the BCBCA may offer the company. The consent was issued on April 21, 2021.

The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against an issuer, World Outfitters Corporation Safari Nordik, which had been previously cease traded due to its failure to file required financial documents. The issuer sought the partial revocation to conduct a private placement with accredited investors in Ontario to raise funds up to $240,000. The proceeds are intended to be used to update the issuer’s continuous disclosure documents and pay related fees.

The issuer had not filed its audited annual financial statements and other related documents since 2010, which led to the initial CTO. The issuer represented that, aside from the filing defaults, it was not in violation of any other securities regulations. The private placement was to be conducted under the accredited investor prospectus exemption, and the issuer assured that none of the potential investors were insiders or related parties.

The OSC, under section 144 of the Securities Act (Ontario), allowed the partial revocation subject to conditions. These conditions included that potential investors must receive copies of the CTO and the partial revocation order, along with a written notice that the partial revocation does not guarantee future full revocation. The issuer was also required to issue press releases and file material change reports as necessary.

The partial revocation was set to terminate upon the completion of the private placement or within 60 days from the date of the order, whichever came first. This decision was made to enable the issuer to rectify its continuous disclosure defaults without being prejudicial to the public interest.

The Securities Commission has granted an exemption to certain mutual funds managed by a specified investment fund manager from the requirements of National Instrument 81-102 Investment Funds (NI 81-102) paragraphs 2.8(1)(d) and 2.8(1)(f)(i). This exemption allows these funds to use put options or short forward, future, or swap positions as cover for long positions in forward contracts, standardized futures, or swaps, rather than only using cash cover or margin.

The exemption is subject to conditions, including a limit on the funds’ purchase of options (whether for hedging or non-hedging purposes) to no more than 10% of the fund’s net asset value (NAV). The decision acknowledges that the current requirements effectively necessitate overcollateralization, which imposes additional costs on mutual funds. By allowing the use of put options or short positions as cover, the funds can enhance yield and manage exposure more effectively.

The exemption is contingent on the funds maintaining sufficient cover to satisfy their obligations under the specified derivatives without recourse to other assets of the fund. The decision will be void if new securities legislation comes into force addressing the use of cover for these types of derivatives in compliance with section 2.8 of NI 81-102. The exemption is based on the understanding that the funds will disclose the nature of the exemption in their simplified prospectus and annual information form and that the investment fund manager will oversee the use of derivatives in accordance with established policies and procedures.

The Securities Commission has granted an exemption to passive mutual funds from the usual securities lending restrictions outlined in National Instrument 81-102 Mutual Funds (NI 81-102). Typically, funds are limited to lending securities up to 50% of their net asset value. However, under the exemption, the funds in question can lend securities up to 100% of their net asset value, subject to certain conditions.

The decision is based on an application by Horizons ETFs Management (Canada) Inc. on behalf of two specific funds: Horizons US Marijuana Index ETF (HMUS) and Horizons Psychedelic Stock Index ETF (PSYK). These funds aim to replicate the performance of specific indices related to the marijuana and psychedelics industries, respectively, and follow a passive investment strategy.

The conditions for the exemption include that the funds must receive collateral that meets the requirements set out in NI 81-102, the collateral must be marked to market daily, and the funds must retain certain rights in the event of a borrower’s default. Additionally, the funds can only lend securities to borrowers deemed acceptable.

The decision was made with the understanding that the exemption is in the best interests of the funds and is not prejudicial to the public interest. The funds’ prospectuses will disclose that they may engage in securities lending transactions up to 100% of their net asset value pursuant to the granted exemptive relief.

The Securities Commission granted an exemption to a corporation from the requirement to obtain separate minority approval for each class of its voting shares in a special transaction. The exemption was based on the fact that the multiple voting shares represented less than 1% of the aggregate voting rights and were intended to be identical to subordinate voting shares except for voting rights. There was no difference in interest between the holders of each class of shares regarding the proposed transaction, and they were not affected differently.

Safeguards included a fairness opinion, and the applicable corporate statute and the corporation’s constating documents provided that shareholders would vote as a single class except in certain circumstances not present in the proposed transaction.

The decision was made under the authority of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, specifically sections 8.1(1) and 9.1(2). The exemption was conditional upon the corporation holding a special meeting for disinterested shareholders to vote as a single class and providing an information circular that disclosed the exemption.

The Securities Commission has granted an application by Seven Generations Energy Ltd. for an order to cease being a reporting issuer. The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission acting as the principal regulator. The company has met the conditions for this order, which include not being an OTC reporting issuer, having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, and having no securities traded on any marketplace. Additionally, the company is not in default of any securities legislation. The order is supported by the relevant legislative provisions, including the Securities Act (R.S.A. 2000, c. S-4, s. 153) and is consistent with National Policy 11-206 Process for Cease to be a Reporting Issuer. The outcome is that Seven Generations Energy Ltd. is no longer a reporting issuer in the jurisdictions of Canada.

The Ontario Securities Commission granted an exemption to a mutual fund, allowing it to engage in securities lending transactions beyond the standard 50% limit of its net asset value. This decision was made under the authority of section 19.1 of National Instrument 81-102 Investment Funds (NI 81-102), which typically restricts such transactions to prevent excessive risk-taking.

The fund in question, an open-end exchange-traded mutual fund, aims to replicate the performance of the North American Marijuana Index and is managed by a firm that is fully compliant with securities legislation. The fund’s passive investment strategy and the liquidity of its equity securities were key factors in the decision.

The exemption allows the fund to lend up to 100% of its net asset value, provided it adheres to specific conditions regarding the type and valuation of collateral received, the rights of the fund in the event of borrower default, and the quality of borrowers. The collateral must be marked to market daily, and in cases where lending exceeds 50% of the fund’s net asset value, the collateral value must be at least 110% of the loaned securities’ market value.

The fund’s prospectus will disclose this exemption to potential investors, and the fund will continue to conduct its securities lending transactions in accordance with the provisions of NI 81-102, except as modified by the exemption. The decision was made with the view that the exemption is in the best interests of the fund and not prejudicial to the public interest.

The Securities Commission granted an order for Norbord Inc. to cease being a reporting issuer following an arrangement where West Fraser Timber Co. acquired all of Norbord’s issued and outstanding common shares. Norbord’s outstanding non-convertible debt securities and convertible securities are owned by more than 15 securityholders in certain Canadian jurisdictions and 51 securityholders worldwide. These securities are either exercisable for West Fraser shares or redeemable based on West Fraser’s share value. Norbord is not obligated to remain a reporting issuer under the terms of these securities. Norbord’s debt securities are traded on U.S. broker-dealer networks.

The decision was based on the fact that Norbord has become a wholly-owned subsidiary of West Fraser, and its shares were delisted from stock exchanges. The company’s securities are not publicly traded in Canada or on any other public marketplace. Norbord is not in default of any securities legislation and has no plans for public financing. The company’s debt securities are not listed on any stock exchange but are traded over-the-counter in the U.S.

The order was granted under section 1(10)(a)(ii) of the Securities Act, R.S.O. 1990, c. S.5, as amended, which outlines the criteria for an issuer to cease being a reporting issuer. The decision was made after considering that Norbord met the necessary conditions and after the company had informed its securityholders of the application for the order.

The Securities Commission has granted an order for Rockwell Diamonds Inc. to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the company’s compliance with the criteria outlined in the applicable securities legislation, specifically the Securities Act, R.S.O. 1990, c. S.5, as amended, section 1(10)(a)(ii).

Key points leading to this decision include:

– Rockwell Diamonds Inc. is not an OTC reporting issuer as per Multilateral Instrument 51-105.
– The company’s securities are owned by fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide.
– There is no trading of the company’s securities on any marketplace or facility where trading data is publicly reported in Canada or any other country.
– The company is not in default of any securities legislation in any jurisdiction.

The Ontario Securities Commission, acting as the principal regulator, determined that the company met the necessary conditions to cease being a reporting issuer, as defined by the relevant securities laws and regulations, including National Policy 11-206 and Multilateral Instrument 11-102 Passport System. The order was thus granted, relieving Rockwell Diamonds Inc. from the reporting obligations previously required of it as a reporting issuer.

The Ontario Securities Commission (OSC) has granted TokenGX Inc. time-limited exemptive relief from certain marketplace and prospectus requirements to facilitate the pilot testing of a blockchain-based security token trading platform. This decision, made under the OSC LaunchPad initiative, allows for secondary trading of tokens issued under prospectus exemptions, aiming to foster capital raising for innovative businesses and provide liquidity for investors in Ontario.

Key Facts:
– TokenGX Inc. is developing a platform for secondary trading of tokens (issued under prospectus exemptions) on the Ethereum blockchain.
– The platform, known as FreedomX, will facilitate trading among Ontario residents with strict onboarding and trading rules.
– The platform will use a blockchain-based transfer controller to manage transactions and ensure compliance with investor category restrictions.
– Settlement Balance Tokens will be used to facilitate payments on the platform, with the Filer maintaining a Trust Account for this purpose.

Reasoning:
– The OSC recognizes the need for an environment to test innovative business models.
– TokenGX Inc. has previously received time-limited relief, which is now being extended due to unique circumstances that delayed the pilot test.
– The relief is granted based on the particular facts and circumstances of the application and is not to be viewed as a precedent for other filers.

Outcome:
– The prior decision is repealed and replaced with the current decision, extending the term of the relief granted.
– TokenGX Inc. is allowed to operate the FreedomX platform for a pilot test period, subject to conditions outlined in the decision.
– The relief includes exemptions from National Instrument 21-101 Marketplace Operation, National Instrument 23-101 Trading Rules, National Instrument 23-103 Electronic Trading, and Section 74 of the Securities Act (Ontario) for the prospectus requirement.
– The relief is time-limited and subject to various conditions, including investment limits for retail investors and ongoing disclosure requirements for issuers.

Relevant Laws/Regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended.
– National Instrument 21-101 Marketplace Operation.
– National Instrument 23-101 Trading Rules.
– National Instrument 23-103 Electronic Trading and Direct Access to Marketplaces.
– National Instrument 45-106 Prospectus Requirements.
– National Instrument 45-102 Resale of Securities.

The decision is set to expire on April 16, 2022, and may be amended by the OSC upon prior written notice to the Filer.

The Securities Commission granted exemptive relief to investment funds managed by Edgehill Partners and EHP Funds Inc. (the Filers) from certain investment restrictions and reporting requirements under securities legislation. This decision allows non-reporting issuer top funds to invest in reporting issuer underlying funds under common management without breaching conflict of interest investment restrictions or self-dealing prohibitions.

Key points of the decision include:

1. The top funds may invest in underlying funds even if they become substantial securityholders or if an officer/director of the manager or a substantial securityholder has a significant interest in the underlying funds.
2. The investment fund manager is exempt from filing a report for each transaction between the top funds and related underlying funds.
3. The investment fund manager is also exempt from obtaining written consent from top fund clients before purchasing securities of an underlying fund where a responsible person is a partner, officer, or director.

Conditions for the relief include:

– Top funds must distribute securities in Canada using prospectus exemptions.
– Investments must align with the top funds’ fundamental investment objectives.
– Transactions must be at objective prices.
– Top funds cannot invest more than 10% of their net asset value in other investment funds, with certain exceptions.
– No duplicate management or sales fees are allowed.
– The investment fund manager cannot vote the securities of the underlying funds held by the top funds, except under specific circumstances.
– Disclosure requirements to investors about the fund-on-fund structure and potential conflicts of interest.
– Annual notification to investors of their rights to receive documents related to the underlying funds.

The decision is based on the belief that the fund-on-fund structure is efficient and beneficial for diversification and cost-effectiveness. The relief is subject to the conditions ensuring transparency, investor protection, and alignment with the top funds’ objectives.

The legal framework for the decision includes sections 111(2)(b), 111(2)(c), 111(4), 113, and 117(1)1 of the Securities Act (Ontario), as well as paragraph 13.5(2)(a) of National Instrument 31-103.

The Securities Commission has granted an exemption to Canada Life Investment Management Ltd. (the Filer) on behalf of certain funds (the Funds) to extend the lapse date of their prospectus by 91 days. This extension aligns the prospectus renewal of the Funds with that of other funds managed by the Filer, facilitating a combined prospectus to reduce costs and streamline investor information.

Key points include:

1. The Filer is a registered portfolio and investment fund manager in Canada.
2. The Funds are reporting issuers in multiple Canadian jurisdictions and are not in default of securities legislation.
3. The Funds’ current prospectus was set to lapse on May 15, 2021, requiring renewal documentation to be filed within specific time frames.
4. The Filer intends to combine the Funds’ prospectus with that of other funds it manages, with varying lapse dates, to improve efficiency and cost-effectiveness.
5. The Filer needs additional time to accurately review, update, and prepare the combined prospectus and related documents.
6. There have been no material changes in the affairs of the Funds since the last prospectus, and any material changes will be amended as required.
7. The extension will not compromise the accuracy of the information in the prospectus or be prejudicial to the public interest.

The decision is based on subsection 62(5) of the Securities Act (Ontario) and is supported by National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The outcome allows the Filer to extend the prospectus lapse date to August 14, 2021, without any conditions.

The Securities Commission has granted an application for an issuer to cease being a reporting issuer under applicable securities laws. The issuer, incorporated under Nevada law with a head office in Vancouver, BC, is no longer publicly traded following a merger where it became a wholly-owned subsidiary of Alianza, Inc. As a result of the merger, all outstanding securities were acquired for cash consideration, and the issuer’s shares were delisted from both the Toronto Stock Exchange and the Nasdaq Stock Market.

The issuer is not an OTC reporting issuer and has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. No securities are traded on any public market, and the issuer is not in default of any securities legislation except for the non-filing of certain continuous disclosure documents, which occurred after the merger.

The decision to grant the relief was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The issuer did not qualify for a simplified procedure due to the default in filing interim financial statements and management’s discussion and analysis for the period ended January 31, 2021, as required under National Instrument 51-102 and the related certification required under National Instrument 52-109. Despite this, the Commission determined that the issuer met the legislative test to cease being a reporting issuer.

The Ontario Securities Commission (OSC) has decided to vary a cease trade order originally issued against Argosy Minerals Limited. This order, stemming from the Securities Act, R.S.O. 1990, c. S.5, had prohibited trading of the company’s securities due to non-compliance with regulatory requirements.

The variation allows beneficial shareholders who are not insiders or control persons to sell their securities outside of Canada, provided they were acquired before the original cease trade order date and the sale is conducted through an Ontario-registered investment dealer. This decision was made under section 144(1) of the Securities Act, which allows for such variations if they are not prejudicial to the public interest.

The OSC’s rationale for the variation is to alleviate the disadvantage faced by Ontario resident shareholders compared to certain other shareholders who can trade on foreign markets. The outcome is a limited relaxation of the cease trade order, balancing regulatory compliance with shareholder rights.

The Ontario Securities Commission (OSC) has granted an order to Allbanc Split Corp. II, determining that the corporation has ceased to be offering its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA). The Applicant, Allbanc Split Corp. II, is an offering corporation under the OBCA and has represented that it does not plan to seek public financing through securities offerings. Additionally, the Applicant had previously been granted an order on April 5, 2021, confirming that it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206. The Commission has concluded that granting this order would not be against the public interest. Consequently, the Applicant is officially recognized as having ceased to offer its securities to the public according to the OBCA. The decision was made in Toronto, Ontario, on April 7, 2021.

The Ontario Securities Commission (OSC) has granted consent to Cluny Capital Corp. to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is based on the application submitted by Cluny Capital Corp., which included the company’s intention to undergo a business combination and reorganization involving a three-cornered amalgamation with Teonan Biomedical Inc. and a subsidiary, resulting in a name change to The Good Shroom Co Inc.

Key points from the application include Cluny Capital Corp.’s status as an offering corporation, its compliance with relevant securities legislation, and the unanimous shareholder approval for the continuance without any dissent. The OSC’s consent is required under subsection 4(b) of the Regulation made under the OBCA for the company to continue in another jurisdiction as per section 181 of the OBCA.

The OSC consented to the continuance after considering the application, staff recommendations, and determining that the move would not be prejudicial to the public interest. The decision was made in accordance with the relevant laws and regulations, including the OBCA, the CBCA, and the securities acts of Ontario, British Columbia, and Alberta. The outcome allows Cluny Capital Corp. to proceed with its reorganization and business combination as planned.

The Securities Commission has granted exemptive relief to BT Global Growth Inc. (the Filer) and BT Global Growth Trust (the Initial Top Fund), along with any future non-reporting investment funds managed by the Filer or its affiliates (collectively, the Top Funds), from certain investment restrictions. This decision allows the Top Funds to invest in pooled funds (the Underlying Funds) under common management without breaching conflict of interest rules and self-dealing prohibitions, subject to conditions.

The relief is granted from the following provisions:

1. Securities Act (Ontario) restrictions that prevent an investment fund from investing in entities where it is a substantial securityholder or where its officers, directors, or substantial securityholders have a significant interest.

2. National Instrument 31-103 (NI 31-103) prohibitions against registered advisers causing investment portfolios they manage to purchase securities where a responsible person or their associate is a partner, officer, or director, without client disclosure and written consent.

The decision is based on representations from the Filer, including:

– The Filer’s registration and non-default status.
– The Filer’s role as manager and portfolio manager of the Top Funds and Underlying Funds.
– The structure and objectives of the Top Funds and Underlying Funds.
– The Fund-on-Fund Structure’s purpose to provide investors with indirect exposure to the Underlying Funds’ portfolios.
– The alignment of investments with the Top Funds’ objectives.
– The Top Funds’ distribution solely through prospectus exemptions.
– The Underlying Funds’ compliance with financial reporting and valuation practices.

The conditions for the relief include:

– Compatibility of investments with the Top Funds’ objectives.
– Objective pricing for investments in the Underlying Funds.
– Financial reporting by the Underlying Funds.
– Limitations on the Underlying Funds’ investments in other mutual funds.
– Prohibition of duplicative fees.
– Restrictions on voting securities of the Underlying Funds held by the Top Funds.
– Disclosure requirements to investors in the Top Funds.

The decision revokes and replaces previous relief granted to the Filer, expanding the scope to include the Related Issuer Relief and the Consent Relief. The Commission has determined that the relief meets the legislative test and is in the best interests of the Top Funds’ investors.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Trichome Financial Corp. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it does not intend to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting this order would not be adverse to the public interest. The order was made on April 6, 2021. Relevant legislation includes the OBCA and the Securities Act (Ontario), with reference to National Policy 11-206 for the process of ceasing to be a reporting issuer.

The Securities Commission has granted an order for Allbanc Split Corp. II (the Filer) to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission acted as the principal regulator for this application, and the Filer indicated reliance on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System across Canada, excluding Ontario.

The order was based on representations from the Filer that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, its securities are not traded on any public marketplace, it is not in default of any securities legislation, and it sought to cease being a reporting issuer in all jurisdictions where it had this status.

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

The British Columbia Securities Commission (BCSC) has granted Ponderous Panda Capital Corp. (the Filer) an exemption from the requirement that audited financial statements must be accompanied by an auditor’s report expressing an unmodified opinion. This exemption pertains to the financial statements of the business acquired by the Filer for the year ended December 31, 2019, under section 3.3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107).

The exemption was sought because the Filer’s auditor, PricewaterhouseCoopers LLP, could not verify the opening inventory quantities of the acquired business as of January 1, 2019, and therefore issued a modified opinion. However, the auditor was able to obtain sufficient evidence for the inventory balances as of December 31, 2019.

The Filer, a capital pool company listed on the TSX Venture Exchange, is in the process of a business combination with Wildpack Beverage Alberta Inc. (the Target), which will result in the Target becoming a subsidiary of the Filer. The Target, a non-reporting issuer, was previously a holding company with minimal operations until it acquired significant assets and liabilities of two operating entities in June 2020.

The exemption is conditional upon the Filer filing the required financial statements with the Filing Statement and the Resulting Issuer filing the financial statements within the prescribed period under section 4.10(2) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The only modification in the auditor’s report must be related to the opening inventory (the Inventory Modification).

The decision is based on the understanding that the exemption meets the test set out in the securities legislation and is consistent with the guidance provided in paragraph 5.8(2) of Companion Policy 41-101CP to National Instrument 41-101 General Prospectus Requirements, which allows for qualified opinions on opening inventory under certain conditions.

The Securities Commission has approved an application by an investment fund manager for a transaction involving the transfer of assets from one mutual fund to another, in accordance with section 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102). The transaction will allow certain securityholders of the transferring fund to become securityholders of the receiving fund through a tax-advantaged structure known as a Qualifying Disposition, as per section 107.4 of the Income Tax Act (Canada).

The investment fund manager, registered in multiple Canadian provinces and territories, manages both the transferring and receiving funds, which are open-ended mutual fund trusts established in British Columbia and reporting issuers in Canada. The transaction is intended to benefit investors by incorporating a passively managed index fund into their portfolios without incurring significant capital gains or transaction costs.

The independent review committee of the funds has recommended the transaction as fair and reasonable. Securityholders have been provided with adequate disclosure, and the necessary consent and amendments to the trust indenture have been addressed. The transaction steps include distributions, asset value determination, asset transfers, unit cancellations, and new unit issuances.

The British Columbia Securities Commission, acting as the principal regulator and representing the decision of the Ontario securities regulatory authority, has granted the exemption sought, confirming that it meets the legislative requirements.

The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against New Klondike Exploration Ltd. (the issuer), initially imposed due to the issuer’s failure to file audited annual financial statements and other required documents. The partial revocation allows the issuer to proceed with a private placement and debt-for-share transaction exclusively to accredited investors, family, friends, business associates, and creditors, under certain conditions.

The issuer’s securities were cease traded in Ontario, British Columbia, Quebec, and reciprocally in Alberta. The issuer sought to issue up to 340 million common shares to raise funds to pay outstanding filing fees and debts. The transactions are to be conducted on a prospectus-exempt basis, in accordance with sections 2.3, 2.5, and 2.14 of National Instrument 45-106 Prospectus Exemptions.

The OSC’s decision, made under section 144 of the Securities Act (Ontario), is contingent on the issuer providing each participant with a copy of the CTO and the partial revocation order, and obtaining signed acknowledgments that all securities will remain subject to the CTO until fully revoked. The issuer must also issue press releases and file reports regarding the transaction and any material changes.

The partial revocation is effective until the transaction closes or 60 days from the order date, whichever comes first. The decision aims to balance the issuer’s need to rectify its financial situation with the protection of the public interest.

The Securities Commission has granted an exemption to mutual funds managed by Northwest & Ethical Investments L.P. (NEI) from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest up to 10% of their net asset value in commodity exchange-traded funds (ETFs) listed on U.S. stock exchanges, which do not qualify as index participation units and aim to replicate the performance of certain permitted precious metals or related derivatives on an unlevered basis.

The key conditions of the exemption are:
– Investments must align with the fund’s fundamental investment objectives.
– The ETFs must be traded on a U.S. stock exchange.
– Post-transaction, no more than 10% of the fund’s net asset value can be invested in such ETFs.
– The fund’s total exposure to physical commodities cannot exceed 10% of its net asset value.
– The fund’s simplified prospectus must disclose the relief obtained, explain the nature of the ETFs, state the possibility of indirect investment in permitted precious metals, and outline the associated risks.

The decision is based on representations by NEI that the investments will be made with sound business judgment and that regulatory concerns such as undue risk, liquidity, and transparency are mitigated by the liquidity and regulatory environment of U.S. exchanges, as well as the limited scope of the investment. The exemption is contingent upon these conditions being met and disclosed in the fund’s prospectus.

The Securities Commission granted an exemption to a mutual fund (the Fund) from the control restrictions under section 2.2(1) of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows the Fund to invest more than 10% of its equity in non-reporting, related private credit funds managed by Northleaf Capital Partners (Northleaf Private Credit Funds), which are not subject to NI 81-102 and are not considered investment funds under securities legislation.

The Fund, managed by IG Investment Management, Ltd. (IGIM), aims to provide interest income primarily through bonds and debentures and sought to increase its exposure to private credit. The Fund’s assets exceeded $6.9 billion, and it had already committed capital to the Northleaf Private Credit Funds close to the 10% threshold. IGIM argued that a larger allocation to private credit would benefit the Fund’s performance and provide unique diversification opportunities.

The exemption was granted subject to several conditions, including that the Fund’s holdings in any Northleaf Private Credit Fund do not exceed 20% of the outstanding equity or voting securities, and that investments in these funds are within the 10% illiquidity limit of the Fund’s net asset value. Additionally, the Fund cannot pay sales or redemption fees for these investments, duplicate management or incentive fees, and must disclose investments in the Northleaf Private Credit Funds to investors through various reports and documents. The Fund’s manager must also comply with conflict of interest requirements under NI 81-107.

The decision was made by the Manitoba Securities Commission, acting as the principal regulator, and was also recognized by the securities regulatory authority in Ontario. The decision was based on the belief that the exemption is in the best interests of the Fund and its investors, allowing for a more flexible and potentially beneficial investment strategy.

The Ontario Securities Commission (OSC) has revoked a cease trade order against Sunspot Capital Inc. (formerly True Zone Resources Inc.) after the company remedied its failure to file certain continuous disclosure materials as required by Ontario securities law. The original cease trade order was issued on September 30, 2015, due to the company’s non-compliance with filing audited financial statements, management’s discussion and analysis (MD&A), and related certifications for the year ended April 30, 2015.

Sunspot Capital Inc. addressed the defaults by updating its continuous disclosure filings, including annual audited financial statements for subsequent years, interim financial statements, MD&A, and other required documents. The company also paid all outstanding fees and provided assurances that there have been no material changes in its business that were not publicly disclosed.

The revocation was granted under section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended, which allows the OSC to revoke a cease trade order if it is not prejudicial to the public interest. The decision was made after considering the application and the recommendation of the OSC staff. The company has committed to holding an annual meeting of shareholders within three months of the revocation and will issue a news release announcing the revocation of the cease trade orders.

The Securities Commission has granted an order for Teranga Gold Corporation to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements in Canada. This decision is based on the company meeting certain criteria outlined in the securities legislation, including having fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no securities traded on public markets or facilities where trading data is reported. The company is also not in default of any securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and follows the National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Ontario Securities Commission acted as the principal regulator for this application, with the decision also relying on provisions from Multilateral Instrument 11-102 respecting Passport System.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in all Canadian jurisdictions where it held that status. The decision is based on the Securities Act, R.S.O. 1990, c. S.5, specifically section 1(10)(a)(ii). The key points leading to this outcome include:

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

The Ontario Securities Commission, acting as the principal regulator, has reviewed the application and found it meets the necessary criteria to grant the requested order. Consequently, the issuer has ceased to be a reporting issuer under the applicable securities legislation.

The Securities Commission granted a mutual fund, which is not a reporting issuer, a 90-day extension to the standard annual financial statement filing and delivery deadlines as stipulated by National Instrument 81-106 (NI 81-106). The fund invests significantly in SICAV funds managed by an affiliate in Luxembourg, which have a legal requirement to file financial statements within 120 days post-financial year-end, conflicting with the fund’s 90-day deadline.

The fund has a single institutional investor as a securityholder, who has been informed and has no objections to the delay. The cost of expediting the SICAV funds’ financial statements was deemed to outweigh the benefits to the securityholder.

The relief is conditional upon the fund investing at least 25% of its assets in entities with similar reporting deadlines, notification to the securityholder, and disclosure of the extended deadline in the offering memorandum if new investors are solicited.

The decision is based on the provisions of NI 81-106, sections 2.2, 5.1(2)(a), and 17.1, and is subject to specific conditions, including the fund’s investment strategy, asset allocation, and communication with the securityholder. The relief will expire upon any relevant amendment to NI 81-106 or related rules.

The Securities Commission has granted an extension to the lapse dates for the prospectuses of certain mutual funds and exchange-traded funds (ETFs) managed by Vanguard Investments Canada Inc. The mutual funds’ prospectus, dated May 12, 2020, and the ETFs’ prospectus, dated January 25, 2021, were set to expire on May 12, 2021, and January 25, 2022, respectively. The extensions align the lapse dates to September 25, 2021, for the mutual funds and July 31, 2022, for the ETFs.

The decision was made under the authority of section 62(5) of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended, and the relevant provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure and National Instrument 41-101 General Prospectus Requirements. The rationale for the extension includes the timing of the funds’ fiscal year-ends and the subsequent availability of audited financial statements, which would not be ready by the original lapse dates. The extensions will allow the inclusion of the most current audited financial information in the renewed offering documents.

The Commission determined that there have been no material changes in the affairs of the funds since the dates of their current prospectuses, ensuring that the information contained therein remains accurate. The decision is not expected to be prejudicial to the public interest as ongoing disclosure obligations will ensure any material changes are promptly reflected in the prospectuses and fund facts documents.

The decision was made through the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator and the filer intending to rely on subsection 4.7(1) of Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions.

The Securities Commission granted an exemption to a global fixed income fund, allowing it to invest beyond the standard 10% net asset value limit in debt securities issued or guaranteed by foreign governments or supranational agencies. This exemption is subject to several conditions and is based on the fund’s investment strategy, which focuses on sustainable and responsible issuers, integrating Environmental, Social, and Governance (ESG) factors.

The fund, managed by Mackenzie Financial Corporation, can now invest up to 20% of its net assets in AA-rated foreign government securities and up to 35% in AAA-rated ones. These investments must be consistent with the fund’s objectives and made in mature and liquid markets. The fund’s prospectus must disclose the associated risks and summarize the nature and terms of the exemption.

This decision is supported by National Instrument 81-102 Investment Funds, specifically subsections 2.1(1) and 19.1, and is contingent on the fund not combining the two investment thresholds for a single issuer. The exemption aims to enable the fund to better achieve its investment objectives while informing investors of the potential risks.

The Ontario Securities Commission granted an exemption to CI Investments Inc. (the Filer) on behalf of CI MSCI World ESG Impact Fund (the Fund) to extend the lapse date of the Fund’s prospectus by 63 days. This decision was made to allow the Fund’s prospectus to be consolidated with the Filer’s primary fund family prospectus, which has a later lapse date. The extension aims to reduce renewal costs and streamline disclosure across the Filer’s fund platform.

Under subsection 62(5) of the Securities Act (Ontario), the Fund’s prospectus lapse date was set for May 27, 2021. The extension changes this date to July 29, 2021, aligning it with the lapse date of the Filer’s other mutual funds’ prospectus. The Filer manages approximately 142 other mutual funds, and the consolidation is intended to facilitate investor information dissemination and operational efficiency.

The decision was based on representations by the Filer that there have been no material changes in the Fund’s affairs since the last prospectus and that the current prospectus still provides accurate information. The Filer also stated that the extension would not prejudice investors as they would continue to receive the most recent fund facts documents and have access to the prospectus upon request.

The principal regulator concluded that the exemption meets the test set out in the Legislation and that granting the Requested Relief would not be prejudicial to the public interest.

The Securities Commission granted an issuer relief from certain requirements related to restricted securities under multiple National Instruments and an OSC Rule, subject to conditions. The exemptions pertain to National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 51-102 Continuous Disclosure Obligations, and OSC Rule 56-501 Restricted Shares.

The issuer, a corporation not currently a reporting issuer in Canada, plans to list its Subordinate Voting Shares on the Canadian Securities Exchange (CSE) following a non-offering prospectus. The company has three classes of securities: Subordinate Voting Shares, Proportionate Voting Shares, and Super Voting Shares, along with exchangeable units redeemable into Subordinate Voting Shares or Proportionate Voting Shares.

The relief was sought because the Proportionate Voting Shares and Super Voting Shares technically result in the Subordinate Voting Shares being considered restricted securities due to their multiple voting rights and preferential participation in earnings or assets. Without the exemptions, the issuer would face additional disclosure requirements and restrictions on distributions.

The exemptions were granted on the condition that the issuer’s capital structure remains as described, with no other restricted securities issued other than the Subordinate Voting Shares and Proportionate Voting Shares, and that the issuer’s prospectus and continuous disclosure documents include disclosure consistent with the representations made.

The decision was made under the authority of the applicable securities legislation and the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemptions are subject to the issuer meeting specific conditions related to its capital structure and disclosure.

The Securities Commission approved a reorganization of certain investment funds managed by Mackenzie Financial Corporation, subject to conditions. The reorganization involved the merging of various series of Mackenzie funds with corresponding Canada Life Funds, which did not meet all pre-approval criteria due to tax implications and the lack of immediate wind-up of the reorganizing funds.

The Commission granted exemptions to allow the new reorganized funds to invest in foreign government securities beyond the standard concentration limits, provided these securities are highly rated and the investment aligns with the funds’ objectives. Additionally, the Commission permitted top funds to invest in reorganized and continuing funds that hold more than 10% of their net asset value in securities of a fund established for tax deferral purposes post-reorganization.

The decision was based on the funds’ compliance with National Instrument 81-102 Investment Funds, except for certain criteria, and the belief that the reorganization would be in the best interests of the funds and their unitholders. The reorganization was structured to be tax-efficient and to avoid triggering significant capital gains. The Commission’s approval was contingent on unitholder approval and adherence to specified conditions to ensure transparency and avoid fee duplication.

The Securities Commission has decided to revoke cease trade orders against an issuer following the issuer’s application for such revocation. The original cease trade orders were imposed due to the issuer’s failure to file required continuous disclosure materials. The issuer has since remedied the defaults by updating its continuous disclosure filings.

The decision was made in accordance with the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically sections 127 and 144, and was guided by National Policy 11-207 regarding Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions. The revocation reflects the consensus of both the British Columbia Securities Commission, acting as the principal regulator, and the Ontario Securities Commission.

The outcome is a full revocation of the cease trade orders, allowing the issuer to resume trading activities under the securities legislation of British Columbia and Ontario.

The Securities Commission has granted an order for the Horizons US 7-10 Year Treasury Bond CAD Hedged ETF (the Horizons Fund), managed by Horizons ETFs Management (Canada) Inc. (the Filer), to cease being a reporting issuer. This decision is based on the following key points:

1. The Horizons Fund is not a reporting issuer for over-the-counter markets in the U.S.
2. The number of security holders is below the threshold, with fewer than 15 in each Canadian jurisdiction and fewer than 51 worldwide.
3. The Horizons Fund’s securities are not traded on any public marketplace or facility in Canada or internationally.
4. The Filer has requested the Horizons Fund to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. The Horizons Fund is compliant with all securities legislation requirements in every jurisdiction.

The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, has determined that the order satisfies the criteria set out in the applicable securities legislation.

The Securities Commission has granted an exemption to a group of alternative mutual funds from the requirement that their simplified prospectuses must not be consolidated with those of non-alternative mutual funds. This decision is based on National Instrument 81-101 Mutual Fund Prospectus Disclosure, specifically subsection 5.1(4), and is supported by the rationale that combining prospectuses can reduce costs, streamline disclosure, and help investors compare different fund options more easily.

The application for this exemption was made by RP Investment Advisors LP on behalf of an existing alternative mutual fund and any future alternative mutual funds managed by the firm or its affiliates. The exemption will allow these alternative funds to share a simplified prospectus with conventional mutual funds managed by the same firm, facilitating distribution and offering a more unified presentation of investment options.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption is consistent with the treatment of exchange-traded funds (ETFs) under National Instrument 41-101 General Prospectus Requirements, which does not have a similar prohibition against consolidating prospectuses of alternative and conventional ETFs. The outcome is intended to benefit both the fund manager and investors while maintaining the necessary provision of fund facts documents and other investor protections.

The Securities Commission has granted an exemption allowing the consolidation of the simplified prospectus (SP) of an alternative mutual fund with the SP of a conventional mutual fund. This decision is based on an application by RBC Global Asset Management Inc. (RBCGAM) on behalf of the Alternative Funds, which includes the BlueBay Global Alternative Bond Fund (Canada) and other alternative mutual funds managed by RBCGAM or its affiliates.

The exemption is from the requirement under section 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), which normally prohibits the consolidation of SPs for alternative mutual funds with those of non-alternative mutual funds. The relief will allow the Alternative Funds to be included in the same SP documents as the RBC Mutual Funds, which are conventional mutual funds and not alternative mutual funds.

The rationale for the exemption includes cost reduction, streamlined distribution, and easier comparison of fund features for investors. The Filer argued that the operational and administrative features of the Alternative Funds are similar to those of the RBC Mutual Funds, and that consolidating the SPs would not be prejudicial to the public interest and would benefit the funds and their securityholders.

The decision notes that National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not have a similar prohibition for exchange-traded funds (ETFs), suggesting that mutual funds should not be treated differently.

The exemption is contingent upon the Alternative Funds continuing to provide a fund facts document to investors and making the SP and/or AIF available upon request, as required by securities legislation.

The Ontario Securities Commission, acting as the principal regulator, approved the exemption after determining that it meets the test set out in the Legislation. The exemption applies across multiple jurisdictions in Canada.

The Securities Commission has granted an exemption to a financial management firm, allowing them to consolidate the simplified prospectuses of alternative mutual funds with those of conventional mutual funds. This decision is based on the premise that such consolidation will reduce costs and facilitate easier distribution and comparison of fund features for investors. The exemption is supported by the fact that exchange-traded funds (ETFs) are already permitted to consolidate prospectuses for alternative and conventional funds under National Instrument 41-101, suggesting mutual funds should be similarly accommodated under National Instrument 81-101. The firm in question is in good regulatory standing and the funds involved are, or will be, reporting issuers in Canada. The exemption is contingent on the continued provision of individual fund facts documents to investors, maintaining transparency and adherence to existing securities legislation.

The Securities Commission has granted an order for the Horizons US 7-10 Year Treasury Bond CAD Hedged ETF (the Horizons Fund), managed by Horizons ETFs Management (Canada) Inc. (the Filer), to cease being a reporting issuer. The decision is based on the following key points:

1. The Horizons Fund is not an OTC reporting issuer.
2. It has fewer than 15 security holders in each jurisdiction in Canada and less than 51 globally.
3. Its securities are not traded on any public marketplace or facility where trading data is reported.
4. The Filer has requested the Horizons Fund to cease being a reporting issuer in all Canadian jurisdictions where it currently has this status.
5. The Horizons Fund is not in default of any securities legislation.

The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Ontario Securities Commission, acting as the principal regulator, has determined that the order meets the necessary legislative requirements and has therefore approved the application.

The Securities Commission approved mutual fund mergers that did not meet the criteria for pre-approved reorganizations and transfers as per National Instrument 81-102 Investment Funds (NI 81-102), specifically section 5.5(1)(b). The key reason for requiring approval was that the terminating and continuing funds did not have substantially similar fundamental investment objectives. However, the mergers complied with all other pre-approval criteria, including securityholder vote and independent review committee (IRC) approval.

The application was made by CI Investments Inc. on behalf of the terminating funds, which were to be merged into corresponding continuing funds. The decision was based on representations by the manager, which included the funds’ compliance with securities legislation, the funds’ distribution through a simplified prospectus, and the manager’s registration status.

The proposed mergers were announced to securityholders and the market, and the IRC determined the mergers would result in a fair and reasonable outcome for the funds. Securityholders were to vote on the mergers at a special meeting, with adequate disclosure provided to inform their decision.

The mergers were intended to benefit securityholders through a more streamlined fund lineup, increased portfolio diversification, larger fund net asset values, and lower management and administration fees. The costs of the mergers were to be borne by the manager, and no sales charges would be imposed on the funds’ securityholders due to the mergers.

The decision granted approval for the mergers, contingent on the manager obtaining prior approval from the terminating funds’ securityholders at the special meeting. The mergers were scheduled to occur after the close of business on a specified effective date, with the terminating funds to be wound up soon after.

The Securities Commission has granted an extension of the lapse date for the prospectus of Purpose Structured Equity Yield Portfolio II, managed by Purpose Investments Inc. The original lapse date was April 2, 2021, but due to an inadvertent failure to file a pro forma prospectus at least 30 days prior to this date, the filer missed the deadline. To rectify this, the filer submitted a pro forma prospectus as soon as the oversight was realized.

The Commission has extended the lapse date by 20 days to April 22, 2021, to allow for proper review and processing of the renewal prospectus. This decision is based on the fact that there have been no material changes in the Fund’s affairs since the date of the current prospectus, and the current information remains accurate. The extension is not expected to be prejudicial to the public interest.

The decision is supported by section 62(5) of the Securities Act (Ontario) and is consistent with the principles of National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The extension was granted without conditions.

The Securities Commission granted an exemption to an investment fund from the margin deposit limits set by National Instrument 81-102 Investment Funds (NI 81-102). The fund, managed by Accelerate Financial Technologies Inc., is allowed to deposit up to 35% of its net asset value (NAV) with any single futures commission merchant in Canada or the United States, and up to 70% of its NAV with all such merchants in aggregate. This is for transactions in standardized futures, exceeding the usual 10% limit.

The exemption is conditional on the fund’s margin deposits being held in segregated accounts, inaccessible to the dealers’ creditors. The fund’s objective is to provide exposure to bitcoin performance through bitcoin futures contracts, primarily traded on the Chicago Mercantile Exchange.

The decision was made under the securities legislation of Alberta and Ontario, with the Alberta Securities Commission as the principal regulator. The exemption was considered not to be prejudicial to the public interest and was granted to facilitate more efficient and flexible investment strategies for the fund, while simplifying management and reducing costs.

The Securities Commission granted an exemption to a group of mutual funds, collectively referred to as the Continuing Funds, from certain requirements under National Instruments 81-102, 81-101, and 81-106. The exemptions relate to seed capital requirements, the use of performance data from existing funds in offering documents and continuous disclosure, and are subject to conditions.

Key points of the decision include:

1. Seed Capital Relief: The Continuing Funds are exempt from the requirement to provide initial seed capital investment of $150,000, as they will acquire assets from the corresponding Existing Funds that exceed this amount.

2. Past Performance Relief: The Continuing Funds are allowed to use the performance history of the Existing Funds to calculate investment risk ratings and to include this data in their simplified prospectus, fund facts documents, and sales communications.

3. Continuous Disclosure Relief: The Continuing Funds can include financial data from the Existing Funds in their annual and interim management reports of fund performance (MRFPs).

Conditions for the relief include clear disclosure of the reorganization in the simplified prospectus, fund facts documents, and MRFPs, stating that the performance data and financial highlights pertain to the Existing Funds.

The exemptions are based on the rationale that the Continuing Funds will manage assets in a manner substantially similar to the Existing Funds, and that providing historical financial and performance data will assist investors in making informed decisions without being misled. The relief aims to make the reorganization process seamless for investors.

The decision is grounded in the securities legislation of Ontario and relies on the Multilateral Instrument 11-102 Passport System for application in multiple Canadian jurisdictions. The Ontario Securities Commission, as the principal regulator, has determined that the exemptions meet the necessary legislative tests.

The Ontario Securities Commission granted Trillium Therapeutics Inc. an exemption from the requirement to file its restated interim financial reports by the prescribed deadline under subsection 4.3(4) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The exemption was granted due to unanticipated delays caused by the remote working environment, personnel changes, and the impact of the COVID-19 pandemic on business operations. The company must now file the restated interim financial reports and related Management’s Discussion and Analysis (MD&A) within 45 days of filing its annual financial statements or by May 17, 2021, whichever is earlier.

The conditions for the exemption include the filing of the required documents within the new deadline, issuing a news release disclosing reliance on the exemption, and refraining from filing a prospectus for securities offerings until the restated documents are filed. The decision is based on the company’s transition to U.S. GAAP reporting requirements as a U.S. domestic registrant, effective January 1, 2021, and the company’s status as a reporting issuer in multiple Canadian provinces. The company is not in default of any Canadian securities legislation.

The Securities Commission has granted an order for TORC Oil & Gas Ltd. (the Filer) to cease being a reporting issuer under applicable securities laws. The decision was based on several key factors:

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

The decision was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The Alberta Securities Commission acted as the principal regulator, and the order also represents the decision of the securities regulatory authority in Ontario. The order meets the legislative test for ceasing to be a reporting issuer, and thus, the requested relief was granted.

The Securities Commission has granted an application by an issuer for it to cease being a reporting issuer in Canada. The decision was made under the securities legislation of British Columbia and Ontario, with the British Columbia Securities Commission acting as the principal regulator. The issuer represented that it is not an OTC reporting issuer, its securities are owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, its securities are not traded on any public marketplace, and it is not in default of any securities legislation. Based on these representations, the Commission determined that the issuer met the legislative requirements to cease being a reporting issuer, as outlined in the Securities Act, R.S.O. 1990, c.S.5, as amended, specifically section 1(10)(a)(ii). The order was made in accordance with National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and supported by the relevant definitions and regulations within National Instrument 14-101 and Multilateral Instrument 11-102.

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

The company has a significant connection to Ontario, with over 20% of its shares owned by Ontario residents, its management primarily located in the province, and its head office situated in Toronto. The company is in good standing with no defaults under the securities legislation of British Columbia or Alberta, nor any penalties or sanctions from Canadian securities regulatory authorities.

The OSC’s decision to grant reporting issuer status is based on the company’s compliance with existing continuous disclosure requirements and the absence of any material penalties, sanctions, or ongoing investigations that could impact an investor’s decision. The order is not considered to be against the public interest.

The Securities Commission has granted investment fund managers an exemption from certain related party transaction reporting requirements specified in paragraphs 117(1)1, 117(1)3, and 117(1)4 of the Securities Act (Ontario). This exemption applies to public investment funds managed by these fund managers, eliminating the need for monthly reporting as long as similar information is disclosed in the funds’ annual and interim management reports of fund performance (MRFPs). Additionally, the funds must maintain detailed records of related party transactions.

The exemption is contingent on the MRFPs including the name of the related party, the fees paid, and the payer of the fees if not the fund itself. The records must separately list each portfolio transaction made through a related party, detailing the name of the related party, the fees paid, and the fee payer.

This decision is based on the rationale that the required monthly reports are costly and time-consuming, and the information is already substantially disclosed in the MRFPs as per National Instrument 81-106. The exemption is also subject to the condition that the funds maintain accurate records of the transactions.

The relevant legislative provisions underpinning this decision include sections 117(1)1, 117(1)3, 117(1)4, and 117(2) of the Securities Act (Ontario), as well as National Instruments 81-102, 81-106, and 81-107. The decision also revokes and replaces previous relief granted to the fund managers.

The Securities Commission has granted an exchange-traded mutual fund (ETF) managed by 3iQ Corp. exemptions from certain regulatory requirements. Specifically, the ETF is exempt from including an underwriter’s certificate in its prospectus, as Authorized Dealers and Designated Brokers involved in distributing the ETF’s Creation Units do not provide typical underwriting services, nor are they involved in the preparation of the prospectus or receive underwriting fees.

Additionally, the ETF is exempt from the take-over bid requirements of Part 2 of National Instrument 62-104, which are deemed impractical due to the continuous issuance and redemption of ETF securities and the inability of securityholders to exercise control over the ETF. The exemptions are intended to facilitate normal course purchases of ETF securities on marketplaces in Canada without triggering take-over bid obligations.

The exemptions are based on the reasoning that the unique structure and operations of ETFs, including the role of Authorized Dealers and Designated Brokers, the continuous flux of outstanding securities, and the pricing mechanism based on net asset value, make certain regulatory requirements inapplicable or burdensome. The outcome is intended to maintain liquidity and competitive parity between ETFs and conventional mutual funds.

The decision is underpinned by subsection 59(1) of the Securities Act (Ontario), which typically requires an underwriter’s certificate in a prospectus, and National Instrument 62-104, which governs take-over bids and issuer bids. The exemptions were granted in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

The Securities Commission granted an exemption to allow the Royal Canadian Mint to act as custodian for certain investment funds’ bullion assets and for International Depository Services of Canada Inc. to act as a sub-custodian. This decision was made under the National Instrument 81-102 Investment Funds (NI 81-102), which typically requires funds to have a single custodian that meets specific qualifications. The exemption was necessary because the Bank of Nova Scotia, the current sub-custodian for bullion, will cease offering these services, and the Mint is not a qualified custodian under the standard rules of NI 81-102.

The exemption was granted on several conditions, including that the Mint must meet a certain shareholder equity threshold and that the Sub-Custodian to the Mint must either meet this threshold or be guaranteed by an entity that does. The funds can only use the Sub-Custodian to the Mint for bullion held in Canada. Additionally, the Mint must regularly monitor the Sub-Custodian to ensure compliance and include statements in compliance reports about the review process and appropriateness of the Sub-Custodian to hold the funds’ bullion.

The decision was based on the specialized nature of bullion custody, the Mint’s expertise, and the limited number of qualified custodians in Canada. The arrangement will comply with the requirements of Part 6 of NI 81-102, except for the matters covered by the exemption. The decision emphasizes the importance of the Mint’s role in safeguarding the bullion, the need for physical segregation and identification of the funds’ bullion, and the procedures for handling loss, damage, or destruction of bullion.

The Securities Commission granted exemptive relief to Emerge Canada Inc. (the Filer) and its associated funds from certain prospectus and investment fund requirements, subject to conditions. The relief allows the Filer to offer exchange-traded and conventional mutual fund series under a single simplified prospectus and annual information form, rather than the long form prospectus typically required for exchange-traded funds (ETFs). Additionally, the funds can treat their exchange-traded and conventional mutual fund series as separate entities for compliance with specific parts of National Instrument 81-102 Investment Funds (NI 81-102) concerning sales and redemptions.

Key points include:

1. The Filer is granted an exemption from the ETF Prospectus Form Requirement under National Instrument 41-101 General Prospectus Requirements, provided they file a simplified prospectus and annual information form in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) for ETF Securities.

2. The Filer is also exempt from Parts 9, 10, and 14 of NI 81-102, allowing them to treat ETF Securities and Mutual Fund Securities as if they were separate funds for compliance purposes.

3. The Ontario Securities Commission is the principal regulator, and the Filer has indicated reliance on Multilateral Instrument 11-102 Passport System in other Canadian jurisdictions.

4. The decision is based on representations from the Filer, including their registration status, the structure of the funds, and their compliance with securities legislation.

5. The Filer must comply with additional conditions, such as including specific disclosures in the simplified prospectus and annual information form and adhering to parts of NI 81-102 relevant to the type of security offered.

The outcome facilitates a more efficient offering process for the Filer’s funds, potentially benefiting investors by providing a consolidated view of a fund’s offerings while ensuring regulatory compliance.

The Securities Commission has granted an exemption from the prospectus requirement to allow investment dealers acting as underwriters or selling group members to use standard term sheets, marketing materials, and conduct road shows for future offerings under a Multijurisdictional Disclosure System (MJDS) base shelf prospectus. This exemption is provided under the condition that these activities comply with the approval, content, and other requirements of Part 9A of National Instrument 44-102 Shelf Distributions, which governs non-MJDS shelf distributions in Canada. National Instrument 71-101 The Multijurisdictional Disclosure System does not have equivalent provisions to Part 9A of NI 44-102, hence the need for the exemption. The decision is based on the understanding that Canadian purchasers will only be able to buy securities through registered investment dealers in their jurisdiction. The exemption is contingent on adherence to the conditions and requirements as if the MJDS shelf prospectus were a final base shelf prospectus under NI 44-102.

The Securities Commission has granted an application by Eclipse Gold Mining Corporation for the company to cease being a reporting issuer. The decision is based on several key factors:

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

The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator for this application, and the order also reflects the decision of the securities regulatory authority in Ontario. The company has met the legislative requirements for ceasing to be a reporting issuer, leading to the granting of the requested relief.

The Securities Commission granted an exemption to alternative mutual funds managed by Horizons ETFs Management (Canada) Inc., allowing them to engage in physical short sales and cash borrowing up to a combined limit of 100% of the fund’s net asset value (NAV). This decision deviates from the standard restrictions set by National Instrument 81-102 Investment Funds (NI 81-102), which typically limit short selling to 50% of a fund’s NAV and cash borrowing to 50% of a fund’s NAV, with a combined limit of 50% for both activities.

The reasoning behind the exemption is to enable the funds to implement absolute return, offsetting, inverse, or shorting strategies more effectively and at a lower cost compared to using derivative instruments. The Commission believes that this flexibility will not increase the overall level of risk to the funds and will allow for more efficient portfolio management, ultimately benefiting investors.

The conditions of the exemption require that any short sale or cash borrowing transaction must be consistent with the fund’s investment objectives and strategies, comply with the relevant sections of NI 81-102, and not exceed the leverage limit of 300% of the fund’s NAV when combined with specified derivatives positions. Additionally, the funds must disclose in their prospectus that they have the ability to engage in these activities beyond the standard NI 81-102 limits and outline the terms of the exemption.

The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator. The exemption is also intended to be relied upon in other Canadian provinces and territories under Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission (OSC) has granted an exemption to two foreign advisers, T. Rowe Price Associates, Inc. (TRP Associates) and T. Rowe Price International Ltd (TRP International), from the adviser registration requirement under paragraph 22(1)(b) of the Commodity Futures Act (CFA). This exemption allows the advisers to provide advice on commodity futures contracts and options, primarily traded and cleared outside Canada, to certain Ontario investors classified as “permitted clients” without the need for registration.

The exemption is based on the condition that the advisers only provide advice on foreign contracts and that their business activities, head office, and regulatory compliance remain consistent with their home jurisdictions—the United States for TRP Associates and the United Kingdom for TRP International. Both advisers are registered or exempt from registration in their respective home jurisdictions, allowing them to conduct activities similar to those permitted by the CFA in Ontario.

The exemption is subject to several terms and conditions, including notification requirements to permitted clients, submission of jurisdiction and appointment of an agent for service, and annual payment of participation fees if not already registered under the Ontario Securities Act. Additionally, the advisers must report any regulatory actions initiated against them post-exemption.

This exemption aligns with the International Adviser Exemption in section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, which provides similar relief for international advisers regarding securities.

The exemption is time-limited and will expire upon the earliest of certain specified events, including legislative changes or five years from the date of the order, which was issued on February 26, 2021.

The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) that had been imposed on Advantex Marketing International Inc. due to the company’s failure to file required financial documents. The CTO was originally issued on November 1, 2019, after Advantex did not file its audited annual financial statements, management’s discussion and analysis, and related certifications for the year ended June 30, 2019.

Advantex applied for a partial revocation of the CTO to allow it to complete a private placement to accredited investors, with the intention of using the proceeds to update its continuous disclosure obligations, retire existing debt, and fund operational expenses.

The OSC’s decision was based on several representations by Advantex, including its current financial difficulties, the nature of its business, and its plans to remedy its continuous disclosure defaults. The company also indicated that it would use the financing to pay late filing fees and legal fees associated with the revocation of the CTO and the private placement, as well as to provide working capital.

The partial revocation was granted under certain conditions, including the dissemination of a press release and the filing of a material change report by Advantex. Participants in the private placement were to receive copies of the CTO, the partial revocation order, and a written notice about the limitations of the partial revocation. They were also required to acknowledge in writing their understanding of these documents and the conditions.

The partial revocation was based on Section 144 of the Securities Act (Ontario) and was subject to the provisions of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The decision was made on February 25, 2021, and the order would expire 60 days from the date of issuance or upon the closing of the Financing, whichever came first.

The Securities Commission has granted a 90-day extension to the annual financial statement filing and delivery deadlines for mutual funds that are not reporting issuers, specifically to Cidel Asset Management Inc. and the Top Funds it manages. This decision allows these funds to file and deliver their audited annual financial statements within 180 days of their financial year-end, rather than the standard 90 days as required by National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106).

The rationale for the extension is that the Top Funds invest primarily in Underlying Funds with various financial year-ends and reporting deadlines, some of which extend beyond the standard deadline. To audit the Top Funds’ financial statements, auditors require the audited financial statements of these Underlying Funds, which may not be available within the standard timeframe.

The relief is conditional upon several factors, including that at least 25% of the Top Fund’s assets at the initial investment decision are in entities with financial year-ends on December 31 and that are required by their jurisdiction’s laws to deliver their financial statements within 120 days of their year-end. Additionally, the Top Funds must disclose in their offering memorandum that their annual audited financial statements will be filed and delivered within 180 days of the year-end, subject to regulatory approval, and must notify unitholders of their reliance on the granted relief.

The decision is based on the test set out in the Legislation, and the relief is subject to specific conditions outlined in the decision. The relief will terminate within one year of any amendment to NI 81-106 or other rule that modifies the Annual Filing Requirement or Annual Delivery Requirement for mutual funds.

The Securities Commission granted an issuer, Cronos Group Inc., relief to distribute proxy-related materials to both registered and beneficial securityholders using a delivery method allowed under U.S. federal securities law. This decision is based on the issuer’s compliance with Rule 14a-16 under the U.S. Securities Exchange Act of 1934, despite the fact that more than 50% of the issuer’s consolidated assets are located in Canada and its business is principally administered in Canada.

The relief is conditional upon the issuer meeting all other requirements of the Automatic Exemptions at the time of sending notifications for a meeting, except for the location of assets and principal administration. The issuer must also ensure that Canadian residents do not own more than 50% of the voting securities.

The issuer will use notice-and-access to deliver proxy materials, providing a notice with detailed information about the meeting and instructions on how to access the materials online or request a paper copy. The issuer will also arrange for delivery of notices to beneficial owners through intermediaries and will handle requests for proxy materials through Broadridge and TSX Trust Company or equivalent agents.

The decision is supported by National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, with specific reference to sections 9.1, 9.1.5, and 13.1 of NI 51-102, and sections 2.7, 9.1.1, and 9.2 of NI 54-101.

The Securities Commission has granted an issuer, which is a global cannabinoid company, relief to send proxy-related materials to both registered and beneficial securityholders using a delivery method allowed under U.S. federal securities law. This decision is based on the issuer’s compliance with Rule 14a-16 under the U.S. Securities Exchange Act of 1934, despite the fact that more than 50% of the issuer’s consolidated assets are located in Canada and its business is principally administered in Canada.

The issuer is a reporting issuer in multiple Canadian jurisdictions and the U.S., with its common shares listed on both the Toronto Stock Exchange and NASDAQ. Although the issuer does not qualify as a foreign private issuer under U.S. law, it has a small percentage of Canadian resident securityholders and a majority of its executive officers and directors are U.S. residents.

Under the relief, the issuer will send a notice of internet availability of proxy materials at least 40 days before shareholder meetings, and will make all proxy-related materials accessible online. Securityholders can request paper or email copies of these materials at no charge. The issuer will cover all expenses for printing and delivering the notices.

The decision is contingent on the issuer meeting all other applicable requirements of the Automatic Exemptions, except for the location of assets and the principal administration of the business in Canada, at the time of sending the notification of meeting and record dates.

The relevant laws and regulations underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, and Multilateral Instrument 11-102 – Passport System.

The Securities Commission has granted an application for lapse date extensions for thirteen exchange-traded funds (ETFs) managed by the same investment fund manager. The extensions vary between 24 and 109 days for four different prospectuses, allowing the manager to consolidate these prospectuses with others under their management. This consolidation aims to streamline disclosure, simplify investor comparisons, and reduce costs associated with renewals and printing.

The decision is grounded in subsection 62(5) of the Securities Act (Ontario), which allows for such extensions. The ETFs in question are all established under Ontario law and are reporting issuers across Canadian jurisdictions. They are currently distributed under prospectuses with lapse dates ranging from March to July 2021.

The manager has other ETFs with lapse dates in May, June, and August 2021, and seeks to synchronize the prospectuses to facilitate a more efficient distribution and management process. The Commission agreed that there have been no material changes in the affairs of the ETFs since their last prospectus filings, and any future material changes will prompt necessary amendments as required by law.

The Commission concluded that the extensions would not compromise the accuracy of the information in the prospectuses and would not be against the public interest. Therefore, the exemption sought was granted.

The Securities Commission granted an exemption to Vanguard Investments Canada Inc. from certain requirements of National Instrument 81-102 Investment Funds (NI 81-102) regarding sales communications. Specifically, the exemption allows the mutual funds managed by Vanguard or its affiliates to reference FundGrade A+ Awards and FundGrade Ratings in their sales communications without adhering to the standard performance data matching and timing requirements stipulated in paragraphs 15.3(4)(c) and (f) of NI 81-102.

Under normal circumstances, NI 81-102 requires that any performance rating or ranking included in sales communications must match the standard performance data periods (excluding the period since inception) and be up-to-date within specific time frames. However, the FundGrade Ratings and A+ Awards, provided by Fundata Canada Inc., do not align with these requirements as they are based on different time periods and are not updated within the prescribed time frames.

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

The decision was made in accordance with section 19.1 of NI 81-102, which allows for exemptions from the instrument’s requirements, and the process was facilitated by the Multilateral Instrument 11-102 Passport System, with the Ontario Securities Commission acting as the principal regulator.

The Securities Commission approved a merger application involving investment funds under the management of Horizons ETFs Management (Canada) Inc. The application sought approval for the merger of two terminating funds, Horizons Active Emerging Markets Dividend ETF (HAJ) and Horizons Active US Dividend ETF (HAU), into the Horizons Active Global Dividend ETF (Continuing Fund). The approval was necessary as the proposed mergers did not meet all pre-approval criteria outlined in National Instrument 81-102 Investment Funds (NI 81-102), specifically regarding the similarity of investment objectives and fee structures between the terminating funds and the continuing fund.

The key facts include:

– The Filer is the manager of all funds involved and is registered as an investment fund manager, portfolio manager, exempt market dealer, commodity trading adviser, and commodity trading manager in various Canadian jurisdictions.
– All funds are established under Ontario law and are exchange-traded mutual funds listed on the Toronto Stock Exchange (TSX).
– The funds are in compliance with securities legislation and follow standard investment restrictions and practices, except where exemptions have been granted.
– The investment objectives of the terminating funds and the continuing fund are similar but not substantially similar, as required by NI 81-102.
– The fee structures are similar, with HAJ and the Continuing Fund charging a management fee of 0.65% of NAV, while HAU charges 0.55%.
– The mergers were subject to review by the independent review committee (IRC) of each fund, which determined the mergers would achieve a fair and reasonable result for the terminating funds.
– Unitholders of the terminating funds were to vote on the mergers, with no meeting required for the continuing fund unitholders.
– The Filer utilized a notice-and-access procedure for the meeting, providing unitholders with a document that included a link to the management information circular.
– The mergers were intended to occur in March 2021, with the terminating funds’ assets transferred to the continuing fund in exchange for units of the continuing fund.

The decision was made under the securities legislation of Ontario, relying on sections 5.5(1)(b), 5.6(1), 5.7(1)(b), and 19.1(2) of NI 81-102, and was contingent upon the prior approval of the unitholders of the terminating funds. The principal regulator concluded that the mergers met the legislative test for approval, provided that the unitholders’ consent was obtained.

The Securities Commission granted an eight-day extension to the lapse date of the prospectus for certain mutual funds managed by Connor, Clark & Lunn Funds Inc. This decision allows the funds to continue distributing units without interruption. The extension was sought due to an inadvertent miscalculation of the filing deadline for the renewal prospectus, which resulted in a one-day delay. The Commission determined that the extension would not compromise the accuracy or relevance of the information in the current prospectus and that there was no material investor harm caused by the delay. The decision was made under the authority of section 62(5) of the Securities Act (Ontario) and in accordance with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The outcome enables the funds to finalize and file their prospectus by the new lapse date without incurring additional costs, and it also provides administrative and operational efficiencies for the manager.

The Securities Commission granted an order for Revelo Resources Corp. to cease being a reporting issuer under applicable securities laws. The decision was based on the company meeting several conditions: it was not an OTC reporting issuer, had fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide, its securities were not traded on any public marketplace, and it was not in default of any securities legislation. The order was made in accordance with the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The British Columbia Securities Commission acted as the principal regulator, and the order also applied to Ontario through the Multilateral Instrument 11-102 Passport System.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) determining that TMAC Resources Inc. (the Applicant) is deemed to have ceased offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it does not intend to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting this order would not be contrary to the public interest. The decision was made in accordance with the OBCA and related securities regulations, including National Policy 11-206 regarding the process for ceasing to be a reporting issuer. The order was dated February 18, 2021.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that TMAC Resources Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it has no plans to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission determined that granting this order would not be prejudicial to the public interest. The decision was made in accordance with the OBCA and related securities regulations, including National Policy 11-206. The order was dated February 18, 2021.

The Securities Commission granted an exemption to a real estate investment trust (the Filer) from the requirement to file a business acquisition report (BAR) for two separate acquisitions that were deemed not significant from a practical, commercial, business, or financial perspective, despite meeting the technical thresholds for significance under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The acquisitions in question involved the purchase of three manufactured housing communities in Evansville, Indiana, and two in Dry Ridge, Kentucky, for approximately US$9.0 million and US$2.5 million, respectively.

The Filer, established in Ontario and listed on the Toronto Stock Exchange, had not completed a full fiscal year and its most recent financial statements did not reflect the closing of its initial public offering (IPO) or the acquisition of its initial portfolio. Consequently, the acquisitions met the technical criteria for significance under Part 8 of NI 51-102, which would typically require the filing of a BAR.

However, the Filer argued that the acquisitions were not significant in a practical sense, as they represented only a small percentage of the Filer’s actual assets and lot count. The Commission agreed with this assessment and granted the exemption, also exempting the Filer from disclosing each acquisition as a significant acquisition in a short form prospectus under National Instrument 44-101 – Short Form Prospectus.

The decision was made in accordance with Section 13.1 of NI 51-102 and Section 8.1 of National Instrument 44-101, and it was facilitated by the Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator. The exemption was also recognized across multiple Canadian jurisdictions through Multilateral Instrument 11-102 Passport System.

The Securities Commission has decided to revoke the cease trade orders (CTOs) previously issued against Haltain Developments Corp. The CTOs were initially enacted because the issuer failed to file certain required continuous disclosure materials. The issuer has since remedied these defaults by updating their continuous disclosure filings.

The revocation decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically sections 127 and 144, and in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

The British Columbia Securities Commission, as the principal regulator, and the Ontario Securities Commission both agreed to the revocation of the CTOs. The decision reflects the regulators’ satisfaction that the issuer has met the necessary conditions for revocation as set out in the applicable legislation. The order to revoke the CTOs was made on February 17, 2021.

The Securities Commission has granted an order for Monarch Gold Corporation (the Filer) to cease being a reporting issuer in Canada. This decision follows the Filer’s application under the securities legislation, supported by the fact that all its issued and outstanding shares are owned by Yamana Gold Inc. (Yamana), which is also a reporting issuer. The Filer has completed a court-approved plan of arrangement, resulting in Yamana acquiring all Filer Shares and the issuance of additional Yamana and SpinCo shares. The Filer’s shares were delisted from the Toronto Stock Exchange, and its only outstanding securities are warrants not held by Yamana.

The Filer is not in default of any securities legislation and has no plans for public financing or issuing new securities, except to Yamana or its affiliates. The order is based on the Filer meeting the legislative requirements, including the lack of necessity for public disclosure by warrant holders and the absence of any trading of the Filer’s securities on public marketplaces. The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, and related instruments such as National Policy 11-206, National Instrument 51-102, and Multilateral Instrument 11-102. The order effectively removes the Filer’s reporting issuer obligations in all Canadian jurisdictions where it previously held this status.

The Ontario Securities Commission (OSC) granted an application by TMAC Resources Inc. for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. The decision was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).

The application was processed using the OSC as the principal regulator and was made in accordance with the Process for Cease to be a Reporting Issuer Applications, with the intention to rely on subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System in various Canadian provinces and territories.

The decision was based on several key representations made by TMAC Resources Inc.:

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

The OSC concluded that the application met the legislative requirements for the company to cease being a reporting issuer and therefore granted the requested order.

The Securities Commission granted an exemption to a global fixed income fund, allowing it to invest beyond the standard 10% net asset value limit in debt securities issued or guaranteed by foreign supranational agencies or governments. The exemption permits investments of up to 20% for AA-rated securities and up to 35% for AAA-rated securities, with the condition that these percentages cannot be combined for any single issuer.

This decision is based on National Instrument 81-102 – Investment Funds, specifically section 19.1, which allows for exemptions from the concentration restriction outlined in subsection 2.1(1). The fund, managed by Mackenzie Financial Corporation, aims to provide moderate capital growth by focusing on sustainable and responsible fixed-income securities worldwide.

The exemption was granted under the condition that the securities are traded on mature and liquid markets, align with the fund’s fundamental investment objectives, and that the fund’s Simplified Prospectus clearly discloses the associated risks of concentration and the nature, terms, and conditions of the exemption. The decision was made with the understanding that the exemption would enable the fund to better achieve its investment objectives, thus benefiting investors.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) determining that Terrace Global Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it has no plans to seek public financing through securities offerings, and it was previously granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The OSC concluded that granting this order would not be against the public interest. The legal framework for this decision includes the OBCA and the relevant securities regulations, including National Policy 11-206 concerning the process for ceasing to be a reporting issuer.

The Securities Commission has granted an exemption to SLGI Asset Management Inc. from the requirement under subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101). This requirement stipulates that a simplified prospectus for an alternative mutual fund must not be consolidated with a simplified prospectus of another mutual fund if the other mutual fund is not an alternative mutual fund.

The exemption allows SLGI Asset Management Inc. to consolidate the simplified prospectus of alternative mutual funds with those of conventional mutual funds, which are not alternative mutual funds, for which SLGI Asset Management Inc. or an affiliate acts as the investment fund manager. The rationale behind this decision is to reduce renewal, printing, and related costs, streamline disclosure across the fund platform, and facilitate easier comparison of features between alternative and conventional funds for investors.

The decision is based on representations from SLGI Asset Management Inc. that include their compliance with securities legislation, the operational and administrative commonalities between the alternative and conventional funds, and the continued provision of fund facts documents to investors as required by law. The exemption is also justified by the lack of a similar provision to subsection 5.1(4) of NI 81-101 in National Instrument 41-101 General Prospectus Requirements (NI 41-101), which governs exchange-traded funds (ETFs), allowing for consolidation of prospectuses for ETFs that are alternative mutual funds with those that are conventional mutual funds.

The principal regulator concluded that the exemption meets the test set out in the legislation and granted the exemption sought by SLGI Asset Management Inc.

The Securities Commission has granted an application by BlackRock Asset Management Canada Limited (the Filer) on behalf of certain exchange-traded mutual funds (the ETFs) for an extension of the prospectus lapse date. The extension is for 92 days, aligning the lapse date of the ETFs’ current prospectus with that of another set of funds managed by the Filer, the iShares Funds, under the iShares Funds Prospectus.

The Filer sought this extension under subsection 62(5) of the Securities Act (Ontario) to consolidate the prospectuses of the ETFs and the iShares Funds, aiming to streamline operations and reduce costs. The ETFs’ prospectus was initially set to lapse on March 26, 2021, but with the granted relief, the new lapse date will be as if it were June 26, 2021.

The Filer argued that without the extension, they would have to renew the prospectuses twice in a short period, which would be costly and not beneficial to investors. They assured that there had been no material changes in the ETFs’ affairs since the current prospectus issuance, and any material changes would result in amendments as required by law.

The Commission concluded that the extension would not compromise the accuracy of the information in the current prospectus or the ETF Facts documents and would not be prejudicial to the public interest. Therefore, the extension was granted without conditions.

The Securities Commission has approved an application for the merger of Ninepoint Concentrated Canadian Equity Fund (Terminating Fund) into Ninepoint Convertible Securities Fund (Continuing Fund), under the condition that unitholder approval is obtained. This decision was made under section 5.5(1)(b) of National Instrument 81-102 Investment Funds (NI 81-102), which governs investment fund mergers.

The merger required approval because it did not meet all the pre-approval criteria in section 5.6 of NI 81-102. Specifically, the investment objectives and fee structures of the two funds were not substantially similar, and the merger would not qualify as a tax-deferred exchange under the Income Tax Act (Canada).

The Terminating Fund aims to provide long-term capital appreciation through a concentrated portfolio of Canadian equity securities, while the Continuing Fund seeks to provide income and long-term capital appreciation by investing in convertible securities. Post-merger, Series F unitholders of the Terminating Fund will face a 0.5% higher management fee and an incentive fee in the Continuing Fund. The merger will be conducted on a taxable basis, with only 1% of the Terminating Fund’s unitholders expected to be in an unrealized gain position.

The Independent Review Committee (IRC) provided a positive recommendation for the merger, considering it fair and reasonable. Adequate disclosure was provided to the Terminating Fund’s unitholders, including tax implications, differences in investment objectives, fee structures, and the IRC’s recommendation.

The merger is anticipated to streamline product offerings, reduce administrative costs, potentially increase portfolio diversification, and offer unitholders flexibility and potential cost savings. The merger is expected to occur on or about March 19, 2021, with the Terminating Fund to be wound up within 60 days thereafter.

The decision was made by the Ontario Securities Commission, acting as the principal regulator, and is based on the application and representations made by Ninepoint Partners LP, the investment fund manager for both funds.

The Securities Commission granted an extension of the lapse date for the prospectus of the Franklin Global Aggregate Bond Fund (the Fund), managed by Franklin Templeton Investments Corp. (the Filer). The extension aligns the Fund’s prospectus renewal with that of other funds managed by the Filer, facilitating operational efficiency and cost savings.

Key points include:

– The Filer is a registered investment fund manager and is not in default of any securities legislation.
– The Fund is an open-ended mutual fund trust and a reporting issuer in Canada, with its securities currently distributed under a prospectus dated April 27, 2020.
– The original lapse date for the prospectus was April 27, 2021. The Filer sought to extend this to June 26, 2021, to coincide with the renewal of the prospectus for other Franklin Templeton Funds.
– The extension is minimal and not seen as disadvantageous to investors.
– No material changes have occurred in the Fund’s affairs since the current prospectus, which continues to provide accurate information.
– Should any material changes occur, the prospectus will be amended as required by legislation.
– The extension will not affect the currency or accuracy of the information in the prospectus, nor will it prejudice the public interest.

The decision is underpinned by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with the public interest and securities legislation requirements. The extension was granted, allowing the Fund to renew its prospectus on the administratively beneficial date, thereby aligning with the renewal of other funds managed by the Filer.

The Securities Commission has revoked a cease trade order against an issuer following the issuer’s compliance with required continuous disclosure filings. The initial cease trade order was issued due to the issuer’s failure to file annual audited financial statements, annual management’s discussion and analysis, and certification of annual filings for the year ended September 30, 2020, as mandated by Ontario securities law. After the issuer remedied the defaults by updating their continuous disclosure filings, the Commission decided to lift the cease trade order.

The decision was made under the authority of Section 144 of the Securities Act, R.S.O. 1990, c. S.5, as amended. The revocation allows trading of the issuer’s securities to resume, subject to certain conditions that remain in effect for beneficial securityholders who are not insiders or control persons and who acquired securities before the cease trade order. These conditions include the ability to sell securities only through a foreign organized regulated market and via an investment dealer registered in Canada in accordance with applicable securities legislation.

The Securities Commission granted an exemption from the prospectus requirement for ENMAX Corporation’s trades of commercial paper/short-term debt instruments. This exemption was necessary because the instruments did not meet the minimum credit rating condition required by section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions. Previously, ENMAX’s notes had a sufficient rating, but a downgrade in March 2020 disqualified them from the standard exemption.

The exemption is subject to several conditions: the notes must not be convertible or exchangeable into other securities, must not be a securitized product, and must have a rating at or above specified levels from recognized rating organizations. Sales must be made to accredited investors (Canadian Qualified Purchasers) and through registered investment dealers (Canadian Dealers). These dealers must ensure that sales are only made to qualified purchasers.

This decision is based on the Securities Act, R.S.A., 2000, c. S-4, s. 144, and is set to expire on December 31, 2025. The Alberta Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions under the Multilateral Instrument 11-102 Passport System.

The Securities Commission has granted an exemption to a financial management firm from certain self-dealing restrictions under National Instrument 31-103 (NI 31-103), specifically section 13.5(2)(b), which prohibits registered advisers from causing investment portfolios they manage to trade securities with associated portfolios. This exemption allows for:

1. Inter-fund trades between pooled funds managed by the firm and discretionary accounts managed by the firm, provided these trades are consistent with the investment objectives of the funds or accounts, have been approved by an independent review committee (IRC) or equivalent, and occur at the current market price or the last sale price.

2. In-specie purchases and redemptions of fund units or shares using portfolio securities between managed accounts and pooled funds, with the condition that the managed account client has authorized such transactions, the IRC has approved the transaction, and the next account statement describes the securities and their value.

3. In-specie purchases and redemptions of fund units or shares using portfolio securities between pooled funds, under the oversight of the IRC and without compensation to the filer.

The exemption is subject to several conditions, including IRC approval, consistency with investment objectives, proper documentation, and valuation of securities at market price. The decision also allows for inter-fund trades involving exchange-traded securities to be executed at the last sale price as defined in the Universal Market Integrity Rules.

The Commission’s decision is based on the belief that the exemption will benefit the funds and managed accounts by providing cost and timing efficiencies, and that the transactions will be conducted in the best interests of the clients. The exemption is granted under the authority of the applicable legislative provisions, including sections 13.5(2)(b) and 15.1 of NI 31-103, and is subject to the conditions outlined in the decision.

The Securities Commission has granted an order for Eagle Energy Inc. to cease being a reporting issuer, following an application under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The Alberta Securities Commission acted as the principal regulator, with Ontario and other Canadian jurisdictions involved.

Eagle Energy Inc., an Alberta corporation, underwent a reorganization after its main lender, White Oak Global Advisors, LLC, initiated receivership due to the company’s financial difficulties. This reorganization resulted in the issuance of new Class A shares to EEI HoldCo, LLC, a company indirectly owned by funds managed by White Oak, in exchange for settling secured creditor claims. All other securities were canceled, leaving EEI as the sole shareholder.

The company was under a failure-to-file cease trade order (FFCTO) for not submitting required continuous disclosure materials. Although it did not remedy these defaults, it concurrently applied for the revocation of the FFCTO and to cease being a reporting issuer. The company had no intention of seeking public financing or maintaining a market for its securities.

The decision to grant the order was based on the company’s compliance with the conditions set out in the relevant securities legislation, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, no public trading of its securities, and no intention to seek public financing or maintain a market for its securities.

The order was made under the authority of sections 1(10), 127, and 144 of the Securities Act (Ontario) and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. With this order, Eagle Energy Inc. is no longer a reporting issuer in any Canadian jurisdiction.

The Securities Commission granted an exemption to mutual funds managed by Invesco Canada Ltd. from certain provisions of National Instrument 81-102 Investment Funds (NI 81-102). This exemption allows these funds to invest in U.S.-listed exchange-traded funds (ETFs) that are not index participation units (IPUs) and are subject to the United States Investment Company Act of 1940.

The key provisions from which relief was granted are:

1. Paragraph 2.2(1)(a) (Control Restriction): This allows a fund to invest in a U.S. ETF without being limited by the 10% voting or equity securities ownership cap.
2. Paragraph 2.5(2)(a): This permits investment in U.S. ETFs that are not governed by NI 81-102.
3. Paragraph 2.5(2)(c): This allows investment in U.S. ETFs that are not reporting issuers in Canada.

The exemption is subject to conditions ensuring that the mutual funds do not indirectly engage in activities they could not do directly under NI 81-102. Investments in U.S. ETFs are capped at 10% of a fund’s net asset value. The funds must not short sell U.S. ETF securities, and each U.S. ETF must be listed on a recognized U.S. exchange and in good standing under the Investment Company Act. Additionally, the prospectus of each fund must disclose the exemption and the terms under which they can invest in U.S. ETFs.

The decision was made considering the benefits of greater choice, diversification, and potential for enhanced returns for the funds, as well as the efficient and cost-effective means of gaining exposure to certain asset classes through U.S. ETFs. The exemption was granted based on the test set out in the Legislation, which the principal regulator found to be satisfied.

The Securities Commission has granted an exemption to Horizons ETFs Management (Canada) Inc. (the Filer) on behalf of Horizons Active Emerging Markets Dividend ETF and Horizons Active US Dividend ETF (the Proposed Merging Funds), allowing for an extension of the prospectus lapse date. This extension aligns with the timing of a proposed merger of the funds into Horizons Active Global Dividend ETF (the Continuing Fund).

Key points include:

– The Filer is a registered investment fund manager and the Proposed Merging Funds are exchange-traded funds (ETFs) under Ontario law and reporting issuers in Canada.
– The prospectus lapse date for the Proposed Merging Funds was January 29, 2021. Without a new prospectus or exemption, securities distribution would cease.
– The Filer plans to merge the Proposed Merging Funds into the Continuing Fund, subject to regulatory and unitholder approval.
– The Independent Review Committee has reviewed the merger for conflict of interest and found it fair and reasonable.
– The Filer intends to continue securities distribution from the lapse date to the merger date, to maintain market operations.
– If the merger does not receive approval, the exemption allows time to file a new prospectus for the Proposed Merging Funds.
– There have been no material changes in the affairs of the Proposed Merging Funds since the last prospectus.
– The exemption will not compromise the accuracy of information in the prospectus or affect public interest.

The decision is based on Section 62(5) of the Securities Act and is supported by the fact that the extension will not be prejudicial to the public interest. The exemption allows the Proposed Merging Funds to continue operations without interruption until the proposed merger is completed.

The Ontario Securities Commission (OSC) has decided to revoke a cease trade order (CTO) against ITOK Capital Corp. (the Filer), a reporting issuer in Ontario, British Columbia, and Alberta. The CTO was originally issued due to the Filer’s failure to file its continuous disclosure materials as required by Ontario securities law, specifically its audited annual financial statements and accompanying management’s discussion and analysis (MD&A) for the year ended December 31, 2012, and subsequent financial documents.

The Filer has since remedied the defaults by updating its continuous disclosure filings on the System for Electronic Document Analysis and Retrieval (SEDAR). However, certain documents for specific periods, referred to as the Outstanding Filings, have not been filed. The Filer requested that the Commission not require these Outstanding Filings, in accordance with National Policy 12-202.

Additionally, the Filer has provided an undertaking that it will not complete certain transactions involving material underlying businesses not located in Canada unless it files a preliminary and final prospectus with the OSC and obtains the necessary receipts.

The Commission, upon reviewing the application and considering the public interest, has ordered the revocation of the CTO under section 144 of the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended. The decision was made on the basis that the Filer has updated its continuous disclosure except for the Outstanding Filings, paid all required fees, and is not in default of any other obligations under the Act. The revocation is contingent on the Filer holding an annual meeting of shareholders within three months and complying with the undertaking regarding transactions involving foreign businesses.

The order to revoke the CTO was issued on January 22, 2021.

The Ontario Securities Commission (OSC) has issued an order under subsection 1(6) of the Business Corporations Act (Ontario) (OBCA) that Eastmain Resources Inc. (the Applicant) is deemed to have ceased to be offering its securities to the public. This decision is based on the Applicant’s representations that it is an offering corporation under the OBCA, it has no plans to seek public financing through securities offerings, and it has previously been granted an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction. The Commission determined that granting this order would not be against the public interest. The decision was made on January 21, 2021, and is supported by the relevant provisions of the OBCA.

The Securities Commission has granted an exemption to certain investment funds managed by Starlight Investments Capital LP, allowing them to invest in securities of related underlying investment funds that are not reporting issuers and are not subject to National Instrument 81-102 (NI 81-102). This exemption is contingent upon several conditions, including third-party valuation of the underlying funds, approval from an Independent Review Committee (IRC), and compliance with other specified conditions.

Key points of the decision include:

1. The exemption allows the investment funds (referred to as Top Funds) to exceed the usual 10% limit on holding voting or equity securities of an underlying pooled fund.
2. The underlying pooled funds are not subject to NI 81-102 and are not reporting issuers.
3. The Top Funds’ investments in the underlying pooled funds must be valued by a third-party administrator.
4. The Top Funds must comply with the illiquid asset restriction in section 2.4 of NI 81-102.
5. No duplicate fees for sales, redemptions, management, or incentive services are permitted.
6. The Top Funds must disclose their investments in the underlying pooled funds to investors.
7. The IRC must review and approve the Top Funds’ investments in the underlying pooled funds.
8. The Top Funds must maintain records of transactions involving the underlying pooled funds.

The decision is based on the belief that the exemption is in the best interests of the Top Funds and is consistent with the principles of the securities legislation. The exemption is subject to ongoing compliance with the conditions set forth in the decision.

The Securities Commission granted exemptive relief from certain self-dealing provisions to allow inter-fund trades in debt securities between investment funds and pooled funds managed by the same manager or its affiliates. The relief is subject to conditions, including approval from an independent review committee (IRC). The decision also permits the use of more than one custodian for investment funds, which is typically restricted, and allows in-specie subscriptions and redemptions by managed accounts and pooled funds under certain conditions.

The key regulations involved are:

– National Instrument 81-102 Investment Funds (NI 81-102), specifically subsections 4.2(1) (self-dealing prohibition), 6.1 (custodian requirements), and 6.8.1 (short sale collateral requirements).
– National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), particularly paragraph 13.5(2)(b) (conflict of interest provisions).
– National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107), which outlines the role and requirements of the IRC.

The outcome allows for operational flexibility and potential cost savings for the funds involved, provided they adhere to the conditions set forth to ensure fair dealing and the best interests of fund investors. The decision was made under the National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, with the Ontario Securities Commission acting as the principal regulator.

Summary:

The Securities Commission has granted Power Financial Corporation (the Filer) an exemption from various continuous disclosure obligations on the condition that its parent company, Power Corporation of Canada (PCC), complies with all of its own continuous disclosure obligations. The exemptions apply to the requirements for filing annual financial statements, interim financial reports, management’s discussion and analysis (MD&A), annual information forms (AIFs), material change reports, business acquisition reports (BARs), and executive compensation disclosure.

The Filer is also exempted from certain short form prospectus eligibility requirements and content requirements, provided that PCC meets specific conditions. These exemptions are contingent on PCC maintaining its status as a reporting issuer, not being a venture issuer, and continuing to own all voting and equity securities of the Filer. Additionally, PCC’s business must remain substantially the same as the Filer’s, with no material operations, assets, or liabilities outside of its holdings in the Filer.

The exemptions are based on the premise that PCC’s continuous disclosure documents, which include the Filer’s financial information, are filed under both PCC’s and the Filer’s profiles on the System for Electronic Document Analysis and Retrieval (SEDAR). The Filer must also ensure that Canadian-resident registered holders of its publicly distributed securities receive all continuous disclosure materials that PCC provides to its security holders.

The decision is supported by various securities regulations, including National Instrument 51-102 (Continuous Disclosure Obligations), National Instrument 52-109 (Certification of Disclosure in Issuers’ Annual and Interim Filings), National Instrument 44-101 (Short Form Prospectus Distributions), and National Instrument 44-102 (Shelf Distributions). The exemptions are conditional upon the Filer and PCC meeting the requirements set out in the decision, which include specific provisions for the filing of documents, disclosure of material changes, and maintenance of certain financial ratios.

The decision was made by the Autorité des marchés financiers as the principal regulator, with the agreement of the securities regulatory authority in Ontario, and is applicable across multiple Canadian jurisdictions.

The Securities Commission has granted an exemption to certain investment funds managed by Starlight Investments Capital LP, allowing them to invest in related underlying investment funds that are not reporting issuers and are not subject to National Instrument 81-102 (NI 81-102). This exemption is subject to several conditions, including third-party valuation of the underlying funds’ private equity investments, approval by an Independent Review Committee (IRC), and compliance with illiquid asset restrictions.

Key points of the decision include:

– The exemption allows the investment funds (referred to as Top Funds) to invest in securities of related underlying pooled funds beyond the typical 10% limit of voting or equity securities and despite the underlying funds not being subject to NI 81-102 or being reporting issuers.
– The underlying pooled funds are primarily invested in illiquid real estate and infrastructure securities and are valued monthly, with quarterly redemption opportunities.
– The exemption is conditional on no duplicate fees being charged, transparency in reporting to investors, and IRC oversight and approval of investments.
– The Top Funds’ prospectus must disclose the potential for investment in the underlying pooled funds, and the funds must maintain detailed records of transactions involving the related underlying pooled funds.

The decision is underpinned by sections 2.2(1)(a), 2.5(2)(a), 2.5(2)(c), and 19.1 of NI 81-102, as well as the requirements of National Instrument 81-107 regarding IRCs. The Ontario Securities Commission is the principal regulator for the application, and the exemption applies across multiple Canadian jurisdictions.

The Securities Commission has granted an exemption to an issuer from the requirement that audited financial statements must be accompanied by an auditor’s report expressing an unmodified opinion, as per National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. This decision was made in the context of an acquisition where the target company’s auditors, appointed in September 2020, could not observe physical inventory counts from earlier dates. Despite this, the auditors were able to perform alternative procedures for the year-end 2019 and the December 31, 2018 closing balance, but could not confirm the opening inventory figures for 2018, leading to a modified opinion.

The exemption was granted under the condition that the target company includes in its Information Circular the audited annual financial statements for the year ended December 31, 2019, with an unmodified audit opinion, and the reviewed interim financial statements for the nine-month period ended September 30, 2020. The only modification in the auditor’s report should be related to the inventory qualification for the specified periods.

This decision is based on the understanding that the target’s business is not seasonal and that the exemption is necessary for the issuer to obtain approval for the acquisition and to comply with the requirements of the securities legislation. The principal regulator concluded that the exemption meets the test set out in the legislation.

The Ontario Securities Commission granted an exemption to BlackRock Asset Management Canada Limited and its managed funds, including the iShares Gold Bullion ETF and the iShares Silver Bullion ETF, from the requirement that all portfolio assets of an investment fund be held by a single custodian. This exemption, under subsection 6.1(1) of National Instrument 81-102 Investment Funds (NI 81-102), allows each fund to appoint multiple custodians, provided they qualify under section 6.2 of NI 81-102 and comply with all other custodial requirements.

The exemption was sought due to operational challenges and the need for specialized custody services for bullion assets. BlackRock intends to appoint State Street Trust Company Canada for non-bullion assets and CIBC Mellon Trust Company as bullion custodian, with the Royal Canadian Mint and potentially International Depository Services of Canada as sub-custodians.

The decision was conditioned on the funds having a single entity to reconcile all portfolio assets and provide valuation services, maintaining operational systems for proper asset reconciliation among custodians, and each additional custodian acting only for the assets transferred to it.

This exemption aims to enhance operational efficiency and access to experienced custodians without compromising the safety of the funds’ assets. The details of the custodial arrangements will be disclosed in the funds’ prospectus at the next annual renewal.

The Ontario Securities Commission granted an exemption to a closed-end unincorporated trust (the Filer) from the requirement to include certain historical financial information in a business acquisition report (BAR) for recently acquired properties. The exemption was granted under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), which normally requires detailed financial disclosure for significant acquisitions.

The Filer, a reporting issuer in multiple Canadian jurisdictions, had acquired properties for which it could not obtain complete historical financial information. However, it was able to provide alternative financial disclosures that were deemed adequate for investors to understand the impact of the acquisitions on the Filer’s financial condition and performance.

The Filer was required to include or incorporate by reference the alternative financial disclosures in the BAR, which consisted of various financial statements and an independent fair market value appraisal. These disclosures were considered sufficient to meet the legislative requirements and investor needs, despite the absence of certain historical financial data for the period prior to the acquisition dates of the recently acquired properties.

The decision was based on the principle that the provided information would not be materially misleading and would allow investors to make informed decisions. The exemption was contingent on the inclusion of the alternative financial disclosures in the BAR.

The Securities Commission has granted an application by an issuer to cease being a reporting issuer under securities legislation. The decision is based on the issuer meeting specific criteria, including having fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide, with no securities traded on any public marketplace. The issuer is not in default of any securities legislation. The order is supported by the Ontario Securities Commission as the principal regulator, in accordance with National Policy 11-206 and the relevant provisions of the Securities Act and Multilateral Instrument 11-102.

The Securities Commission has granted an order for Rocky Mountain Equipment Alberta Ltd. (formerly Rocky Mountain Dealerships Inc.) to cease being a reporting issuer in all Canadian jurisdictions where it previously held this status. The decision is based on the company’s application and several key representations:

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

The order is supported by the Alberta Securities Commission as the principal regulator and is consistent with the securities legislation of Alberta and Ontario, as well as the Multilateral Instrument 11-102 Passport System. The decision is made under the authority of section 153 of the Securities Act (R.S.A., 2000, c. S-4) and aligns with the test set out in the legislation for ceasing to be a reporting issuer.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer under applicable securities laws. The issuer, incorporated in Alberta and continued in British Columbia, is not an OTC reporting issuer and has fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. Its securities are not traded on any marketplace, and it has delisted from the TSX Venture Exchange and the Frankfurt Stock Exchange. The issuer is in default for not filing certain continuous disclosure documents but is otherwise not in default of securities legislation. The order is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The outcome is that the issuer has ceased to be a reporting issuer in Canada.

The Ontario Securities Commission granted an issuer’s request to keep a management information circular, which contained inaccuracies and outdated information, confidential for an indefinite period. The issuer had filed the incorrect circular on SEDAR, which included misleading information about the slate of dissident nominee directors. This could potentially confuse investors and prejudice the interests of the inaccurately named individuals.

To rectify the situation, the issuer filed a corrected circular and requested that the incorrect version be kept private. The Securities Commission agreed that the incorrect circular’s confidentiality outweighed the principle of public access, as its disclosure was not in the public interest and would not affect investment decisions. The decision was based on the Securities Act (Ontario), sections 140(1) and 140(2), and the issuer was not in default of any securities legislation. The corrected circular superseded the incorrect one, and keeping the latter private would not harm the public or investors.

The Securities Commission has granted an application by a corporation for an order to cease being a reporting issuer. The corporation, incorporated under British Columbia law with its head office in Vancouver, completed a statutory plan of arrangement resulting in its common shares being acquired by a limited group of shareholders and subsequently delisted from the TSX Venture Exchange.

The corporation is not an OTC reporting issuer and its securities are owned by fewer than 15 securityholders in each jurisdiction in Canada and fewer than 51 worldwide. No securities are traded on any market in Canada or internationally. The corporation was not in compliance with securities legislation due to the failure to file certain interim financial documents but was otherwise not in default.

The order was made under the authority of the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The decision was based on the corporation meeting the criteria set out in the relevant legislation and regulations, including the absence of a significant number of securityholders and the lack of public trading of its securities.

The Securities Commission granted an issuer’s request to keep a previously filed management information circular confidential indefinitely, as permitted by law. The circular in question, filed on SEDAR on October 13, 2020, contained inaccuracies and outdated information that could mislead shareholders and potentially prejudice certain individuals named incorrectly as dissident shareholder director nominees. A corrected circular was filed the following day, and the British Columbia Securities Commission temporarily marked the incorrect version as private pending a decision.

The Commission determined that the incorrect circular’s availability could cause market confusion and that its confidentiality would not adversely affect investors or their decisions. The decision was made under section 140(2) of the Securities Act (Ontario), balancing the need for public access to information against the potential harm of disseminating misleading details. The issuer acknowledged that despite the decision, the incorrect circular might still be available in the public domain.

The Securities Commission has granted an application by an issuer for an order to cease being a reporting issuer in Canada. The issuer, incorporated under British Columbia law with its head office in Vancouver, had its common shares previously traded on the TSX Venture Exchange. Following a statutory plan of arrangement, all issued and outstanding common shares were acquired by a select group, leading to the delisting of the shares from the exchange.

The issuer is not an OTC reporting issuer and has fewer than 15 security holders in each Canadian jurisdiction and less than 51 worldwide. No securities are traded on any public marketplaces. The issuer was in default for not filing interim financial statements and related management’s discussion and analysis, as well as the certification of interim filings. However, it is not in default of any other securities legislation.

The decision to grant the order was based on the issuer meeting the criteria set out in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario), and the relevant policies, including National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The order signifies that the issuer has ceased to be a reporting issuer in all Canadian jurisdictions where it previously had this status.

The Securities Commission has granted an order for TAT Merger Sub LLC (the Filer) to cease being a reporting issuer under applicable securities laws. The decision is based on the Filer’s application and representations that:

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

The Ontario Securities Commission, acting as the principal regulator, has determined that the Filer meets the criteria outlined in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii), and the Multilateral Instrument 11-102 Passport System. Consequently, the order to cease the Filer’s reporting issuer status has been granted.

The Ontario Securities Commission (OSC) has granted consent to GURU Organic Energy Corp., an offering corporation under the Business Corporations Act (Ontario) (OBCA), to continue into another jurisdiction under the Canada Business Corporations Act (CBCA). This decision is based on the corporation’s application and representations, which include its intent to relocate its registered office from Ontario to Quebec, where its principal place of business is located. The corporation’s management believes this move is in the best interest of the company, as the rights, duties, and obligations under the CBCA are substantially similar to those under the OBCA.

GURU Organic Energy Corp. is a reporting issuer in Ontario, British Columbia, and Alberta and intends to apply for reporting issuer status in Quebec post-continuance. The OSC, as the principal regulator, has determined that granting consent for the continuance would not be prejudicial to the public interest. The corporation is not in default under any relevant securities legislation or TSX rules, nor is it subject to any related proceedings. The shareholders of the corporation have authorized the continuance with a 100% approval vote at a special meeting, with no dissenting shareholders.

The decision is underpinned by section 181 of the OBCA, which governs the continuance of corporations into other jurisdictions, and subsection 4(b) of Ontario Regulation 289/00, which requires the OSC’s consent for such applications. The consent was issued on January 8, 2021.

The Ontario Securities Commission has revoked a cease trade order against an issuer after the issuer rectified its previous failures to file required continuous disclosure materials. The cease trade order was initially issued because the issuer did not submit its audited annual financial statements, management’s discussion and analysis (MD&A), and certifications for the year ended February 28, 2018, within the mandated timeframe. Additional filings were also missed subsequently.

The issuer has since updated all outstanding continuous disclosure documents, including interim financial statements and MD&A for various periods, as well as the initially missed documents. The issuer has also settled all necessary fees and updated its profiles on SEDAR and SEDI.

The issuer is not in default of any other obligations under the Securities Act (Ontario) or related regulations, except for the existence of the cease trade order itself. The issuer has provided assurances that, except for a potential going private transaction with a director, it will not undertake certain transactions without complying with prospectus requirements and obtaining regulatory approval.

Based on these remedial actions and assurances, the Ontario Securities Commission has determined that the conditions for revoking the cease trade order have been met under the relevant provisions of the Securities Act (R.S.O. 1990, c. S.5, as amended) and National Policy 11-207. Consequently, the cease trade order has been lifted.

The Securities Commission has granted a partial revocation of a cease trade order (CTO) that was initially imposed on an issuer due to its failure to file audited annual financial statements. The issuer, a company under British Columbia law with its head office in the province, is a reporting issuer in all Canadian provinces. Its securities were cease traded after it did not meet the filing deadline for its 2019 financial statements and subsequent interim statements, largely due to COVID-19 related disruptions affecting the audit process.

The issuer sought the partial revocation to amend an existing deferral agreement related to payments owed under a convertible debenture agreement with Land Breeze II S.A.r.l, a subsidiary of China Investment Corporation. The partial revocation was necessary to allow the issuer to undertake certain corporate actions, including entering into a new deferral agreement, potentially issuing common shares, and seeking shareholder approval and acceptance by the Toronto Stock Exchange (TSX).

The commission’s decision to grant the partial revocation was based on representations by the issuer that the deferral agreement would enhance its ability to continue as a going concern, address auditors’ concerns, provide time to secure additional capital or support, and work towards an unmodified audit opinion on its 2019 financial statements. This would enable the issuer to remedy its filing defaults and apply for a full revocation of the CTO.

The partial revocation was granted under the conditions that the issuer would provide copies of the CTO and the partial revocation order to Land Breeze and Fullbloom, obtain signed acknowledgments from them, and rely on the exemption in Section 2.37 of National Instrument 45-106 for the deferral agreement.

The decision was made in accordance with sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5) and National Policy 11-207, which govern failure-to-file cease trade orders and revocations in multiple jurisdictions. The outcome permits the issuer to complete the corporate actions necessary to amend the deferral agreement.

The Ontario Securities Commission (OSC) granted an exemption to Allianz Investment Management U.S. LLC from the adviser registration requirements under subsection 25(3) of the Ontario Securities Act. The exemption allows the company to provide investment advice and portfolio management services to its Canadian affiliate in Ontario without registration, under certain conditions.

The key points of the decision are:

1. Allianz Investment Management U.S. LLC is part of the Allianz Group and is affiliated with a Canadian insurance company regulated by the Office of the Superintendent of Financial Institutions. The company does not have an office or employees in Canada and provides services exclusively to Allianz Group entities.

2. The company is not required to register as an adviser in the U.S. since it only advises Allianz Group entities and does not provide services to external clients.

3. The international adviser registration exemption does not apply to the company’s advice on Canadian portfolio assets of the Canadian affiliate because the advice is not incidental to advice on foreign securities.

4. The Canadian affiliate does not employ individuals to provide investment advice on its Canadian portfolio assets and intends to outsource this function to Allianz Investment Management U.S. LLC.

5. The Canadian portfolio assets managed by the company are owned by the Canadian affiliate, with no external stakeholders in Ontario or elsewhere directly affected by the investment advice.

6. Subsection 74(1) of the Securities Act allows the OSC to exempt a person or company from section 25 if it is not prejudicial to the public interest.

The OSC ruled that the exemption is granted with the conditions that the company provides advice and services only to its affiliates that are authorized to operate as insurance companies in Canada or are holding companies with the principal activity of holding securities of such affiliates. The exemption will remain valid as long as the affiliates remain affiliated with the company and are considered “permitted clients” as defined in National Instrument 31-103.

The decision was made in the public interest and was issued on December 22, 2020, by Commissioners Lawrence Haber and Craig Hayman of the Ontario Securities Commission.

The Securities Commission has granted an exemption to GE Capital Canada Funding Company (GE Canada) and General Electric Company (GE) from certain continuous disclosure, certification, audit committee, and corporate governance requirements, subject to conditions. The exemption was given because GE Canada, a subsidiary of GE, does not meet the specific condition of compiling consolidated summary financial information for non-credit supporter subsidiaries that represent more than 3% of consolidated operations.

The exemption is based on several factors, including GE Canada’s status as a reporting issuer, its limited operations beyond managing its debt securities, and the undue burden that would be imposed by the requirement to provide certain tabular disclosures. GE Canada is primarily a funding entity for its Canadian affiliates and has no intention to issue additional notes beyond the outstanding tranches.

The relief is contingent upon GE Canada and GE continuing to meet all other conditions set forth in Section 13.4(2) of National Instrument 51-102, except for the specific requirement they are unable to fulfill. Additionally, GE must disclose any significant restrictions on obtaining funds from subsidiaries and the nature and amount of restricted net assets.

The relevant legislative provisions underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, National Instrument 52-110 Audit Committees, and National Instrument 58-101 Corporate Governance Practices. The decision was made under the securities legislation of Ontario, with the Ontario Securities Commission acting as the principal regulator.

The Securities Commission granted exemptive relief to the ETF series of new alternative mutual funds, allowing them to use the past performance, financial data, start date, trading and pricing information, and ETF expenses of corresponding Terminating ETFs in their sales communications, simplified prospectus, ETF facts document, and management reports of fund performance. Additionally, the past performance of the Terminating ETFs can be used to determine the risk level of the new funds.

The decision was made under various sections of National Instrument 81-102 Investment Funds, National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 41-101 General Prospectus Requirements, and National Instrument 81-106 Investment Fund Continuous Disclosure. The relief was granted to facilitate the reorganization of Terminating ETFs into corresponding ETF series of new alternative mutual funds, which have the same investment objectives, strategies, and fees as the Terminating ETFs. Unitholders of the Terminating ETFs will become unitholders of the ETF Series of the corresponding new alternative mutual funds following the reorganization.

The Commission’s decision was based on the belief that this approach would not mislead investors and would provide them with complete and accurate information to make informed investment decisions. The relief is conditional upon the inclusion of specific disclosures about the mergers and the use of past performance data in accordance with Part 15 of NI 81-102. The decision aims to make the mergers seamless for investors and to avoid confusion, ensuring that investors have access to significant historical data to assist in their investment decisions.

The Securities Commission has granted an order for Cequence Energy Ltd. to cease being a reporting issuer, meaning it will no longer be subject to public reporting requirements. The decision is based on several key points:

1. Cequence Energy Ltd. is not an OTC reporting issuer and has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
2. Its securities are not traded on any public marketplace in Canada or elsewhere.
3. The company is undergoing restructuring under the Companies’ Creditors Arrangement Act (CCAA), with its common shares delisted from the Toronto Stock Exchange and a plan of compromise and arrangement approved by creditors and sanctioned by the court.
4. Post-restructuring, the company will become privately held, with its previously issued equity securities canceled and new shares issued to new shareholders.
5. Cequence Energy Ltd. is not in default of any reporting obligations except for the failure to file certain financial documents due to the restructuring process.

The decision is supported by the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii). The order reflects the regulators’ satisfaction that the company meets the legislative requirements to cease being a reporting issuer.