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Frontenac Mortgage Investment Corporation

2023-08-24 | Decision | Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/frontenac-mortgage-investment-corporation-3

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).


The Ontario Securities Commission (OSC) has granted Frontenac Mortgage Investment Corporation (the Filer) an extension for the time limits associated with filing a renewal prospectus. The Filer’s current long-form prospectus, dated June 16, 2022, was set to lapse on June 16, 2023. An initial extension was granted to August 15, 2023, requiring the Filer to file a prospectus by August 25, 2023, and receive a receipt by September 4, 2023, to continue uninterrupted distribution of its common shares.

However, the Filer is still engaged in the comment process with OSC Staff regarding an amendment to the current prospectus and a pro forma prospectus, which has not been concluded in time to meet the extended deadline. As a result, the Filer has ceased distribution under the current prospectus and will not resume until the process is complete and a receipt for the final prospectus is issued.

The Filer requested further relief to extend the lapse date to October 16, 2023, to allow for the completion of the comment process and the filing of a final prospectus. The OSC has granted this relief based on the Filer’s representations, including that there have been no material changes in its affairs since the last amendment receipt date and that it will file an amendment if any material changes occur. The OSC determined that granting the requested relief is not prejudicial to the public interest.

The decision is grounded in the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 62(5), and is consistent with National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. The Filer has also indicated reliance on section 4.7(1) of Multilateral Instrument 11-102 Passport System in several Canadian provinces.