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