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– The prior decision is repealed and replaced with the current decision, extending the term of the relief granted.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.