Ontario Securities Commission Bulletin

Issue 44/13 - April 01, 2021

Ont. Sec. Bull. Issue 44/13

Table of Contents

Chapter 1 - Notices

Notices

• Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements -- Joint Canadian Securities Administrators/Investment Industry Regulatory Organization of Canada

Notices from the Office of the Secretary

• Solar Income Fund Inc. et al.

• Jonathan Cartu et al.

Chapter 2 - Decisions, Orders and Rulings

Decisions

• AngelList Holdings, LLC and AngelList Advisors, LLC

• Accelerate Financial Technologies Inc.

• Vanguard Investments Canada Inc.

• Integra Capital Limited

• T. Rowe Price (Canada), Inc. and T. Rowe Price Global Multi-Sector Bond Fund

• Horizons ETFS Management (Canada) Inc. and Horizons Tactical Absolute Return Bond Fund

Orders

• Vatic Ventures Corp.

• Advantex Marketing International Inc.

• Jonathan Cartu et al.

• Eclipse Gold Mining Corporation

• Revelo Resources Corp.

• Novoheart Holdings Inc.

• Aviva Investors Canada Inc. -- s. 78(1) and s. 80 of the CFA

• Teranga Gold Corporation

Chapter 4 - Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Chapter 11 - IPOs, New Issues and Secondary Financings

Chapter 12 - Registrations

• Registrants

Chapter 13 - SROs, Marketplaces, Clearing Agencies and Trade Repositories

SROs

• Investment Industry Regulatory Organization of Canada (IIROC) -- Memorandum of Understanding Among the Canadian Securities Administrators Regarding Investment Industry Regulatory Organization of Canada -- Notice of Coming into Effect

• Mutual Fund Dealers Association of Canada (MFDA) -- Memorandum of Understanding Regarding the Oversight of the Mutual Fund Dealers Association of Canada -- Notice of Coming into Effect

Marketplaces

• Refinitiv Transaction Services Pte. Ltd. -- Application for Exemption from Recognition as an Exchange -- Notice and Request for Comment

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Chapter 1 -- Notices

Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements -- Joint Canadian Securities Administrators/Investment Industry Regulatory Organization of Canada

Joint Canadian Securities Administrators/Investment Industry Regulatory Organization of Canada

Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements

March 29, 2021

Part 1. Introduction

The Canadian Securities Administrators (CSA) and the Investment Industry Regulatory Organization of Canada (IIROC and, together with the CSA, we) are publishing this Notice to provide guidance on how securities legislation{1} applies to platforms (Crypto Asset Trading Platforms, or CTPs) that facilitate or propose to facilitate the trading of:

• crypto assets that are securities (Security Tokens), or

• instruments or contracts involving crypto assets, as indicated in CSA Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto-Assets (CSA SN 21-327) (Crypto Contracts).

This Notice also includes an overview of the applicable existing regulatory requirements and areas where there may be flexibility in how the requirements apply to CTPs, provided the key risks are addressed. Appendix A of this Notice includes a description of the key risks related to CTPs.

This Notice does not introduce new rules specifically applicable to CTPs, as CTPs are already subject to existing requirements under securities legislation in Canada. Rather, where appropriate, it provides guidance on how the existing requirements of securities legislation may be tailored through terms and conditions on the registration or recognition of CTPs and through discretionary exemptive relief with appropriate conditions. This approach allows CTPs to operate with appropriate regulatory oversight.

The overall goal of the approach outlined in this Notice is to ensure there is a balance between needing to be flexible in order to foster innovation in the Canadian capital markets and meeting our regulatory mandate of promoting investor protection and fair and efficient capital markets.

This Notice discusses CTPs that operate in a manner similar to marketplaces{2} (referred to as "Marketplace Platforms") and other CTPs that are in the business of trading Security Tokens or Crypto Contracts that are not marketplaces (referred to as "Dealer Platforms"). In some situations, a CTP may be carrying out activities that have elements of both Marketplace Platforms and Dealer Platforms, and this Notice describes how existing regulatory requirements could apply to these CTPs. We note that, as this industry is still developing, a wide variety of CTP models are emerging. Depending on the business model and activities conducted by a CTP and the risks it creates, the regulatory treatment of one CTP may differ from another.

The guidance in this Notice focuses on CTPs that facilitate the trading of Security Tokens and/or Crypto Contracts. There may be platforms that facilitate the trading of other products or contracts that are structured as "traditional" derivatives and that also provide exposure to crypto assets (including commodity futures contracts, contracts for difference or swaps). We remind these platforms that they are subject to our jurisdiction and to existing regulatory requirements and that they should contact their local securities regulatory authority to discuss possible approaches to comply with securities legislation.{3}

In the future, the CSA plans to examine the regulatory framework that applies to dealers and marketplaces that trade over-the-counter derivatives more generally. Any proposal will be subject to the normal course process for consultation (including publication for comment).

The guidance in this Notice is intended to provide clarity regarding the steps that a CTP needs to take to comply with securities legislation, including interim steps that will allow a CTP to operate as they prepare to fully integrate into the Canadian regulatory structure. The CSA welcomes innovation. We recognize the continued evolution of fintech businesses, the infrastructure that supports such businesses, and both Canadian and foreign regulatory structures. This continued evolution may result in the tailoring of requirements or providing exemptions to accommodate their novel business and any developments, or result in alternative regulatory frameworks from the one described in this Notice being suitable for CTP business models.

Part 2. Background

Since the creation of Bitcoin in 2008, there has been growing investor interest in crypto assets and, in turn, a proliferation of CTPs that allow investors to trade these crypto assets. On March 14, 2019, the CSA and IIROC published Joint CSA/IIROC Consultation Paper 21-402 Proposed Framework for Crypto-Asset Trading Platforms (CP 21-402). In CP 21-402, we outlined a proposed regulatory framework for CTPs, with a focus on Marketplace Platforms, and solicited comments in a number of areas to better understand the industry, its risks, and how regulatory requirements may be tailored for CTPs operating as marketplaces in Canada.

We received 52 comments in response and thank all those that provided comments. A summary of comments and responses is attached at Appendix C of this Notice.

We also met with CTPs and consulted extensively with industry stakeholders on issues specific to CTPs.

After having considered this additional information, we are providing guidance for both Marketplace Platforms and Dealer Platforms that is generally consistent with CP 21-402, but also contemplates an interim regulatory approach.

Part 3. Application of Securities Legislation to CTPs

The requirements that will be applicable to a CTP will depend on how it operates and what activities it undertakes. Generally, this will depend on whether the CTP operates as a Dealer Platform or a Marketplace Platform.

Below, we describe characteristics of Dealer Platforms and Marketplace Platforms and provide guidance on steps for CTPs to take in order to comply with securities legislation. We also provide guidance on the application process.

a. Dealer Platforms

The two most common characteristics of a CTP that suggest it would be a Dealer Platform and not a Marketplace Platform are as follows:

• it only facilitates the primary distribution of Security Tokens, and

• it is the counterparty to each trade in Security Tokens and/or Crypto Contracts, and client orders do not otherwise interact with one another on the CTP.

CTPs that are Dealer Platforms may also be engaged in other activities or perform other functions that marketplaces typically do not undertake. These include, but are not limited to:

• onboarding of retail clients onto the CTP,

• acting as agent for clients for trades in Security Tokens or Crypto Contracts, and

• offering custody of assets, either directly or through a third-party provider.

i. Registration Categories for Dealer Platforms

The appropriate category of dealer registration for a Dealer Platform will depend on the nature of its activities.

If the Dealer Platform only facilitates distributions or the trading of Security Tokens in reliance on prospectus exemptions and does not offer margin or leverage, registration as an exempt market dealer, or in some circumstances, restricted dealer may be appropriate, although this would not preclude the Dealer Platform from seeking registration as an investment dealer. Dealer Platforms may not offer margin or leverage for Security Tokens unless they are registered as an investment dealer and are IIROC members.

Similarly, Dealer Platforms that trade Crypto Contracts are expected to be registered in an appropriate dealer category, and where they trade or solicit trades for retail investors that are individuals, they will generally be expected to be registered as investment dealers and be IIROC members, subject to the interim approach described below.

In Québec, Dealer Platforms that are in the business of trading Crypto Contracts that are derivatives will be required to register as derivatives dealers under the Québec Derivatives Act (QDA). Dealer Platforms that also create and market derivatives must be qualified by the Autorité des marchés financiers (AMF) before derivatives are offered to the public.{4}

We recognize that some of the requirements under securities legislation including, as applicable, National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) or the IIROC Dealer Member Rules may need to be tailored. Summaries of existing regulatory requirements applicable to dealers are included at Appendix C of CP 21-402.{5} In the Summary of Comments and Responses to CP 21-402, at Appendix C of this Notice, we have indicated some of the areas where we think that flexibility in the application of existing regulatory requirements may be provided. We encourage Dealer Platforms to reach out to us to discuss their business models, the appropriate registration category and how requirements may be tailored. The CSA and, as applicable, IIROC may, on application, consider discretionary exemptions from existing applicable rules where the Dealer Platform demonstrates that it can comply with the policy intent of the existing regulatory requirements in alternative ways.

Existing registered firms introducing crypto asset products and/or services are required to report changes in their business activities to their principal regulator and, in the case of investment dealers, to IIROC. The proposed changes to activities may be subject to review to assess, among other requirements, whether there is adequate investor protection. If a Dealer Platform starts conducting marketplace activities that would cause it to be considered a Marketplace Platform, the regulatory framework applicable to Marketplace Platforms will also apply.

ii. Interim approach for Dealer Platforms trading Crypto Contracts

As noted above, to foster innovation and provide flexibility, the CSA has considered an interim approach that would facilitate the development and growth of Dealer Platforms trading Crypto Contracts, while ensuring that they operate within an appropriately regulated environment. We acknowledge that in some cases the time it takes to prepare for and obtain registration as an investment dealer and IIROC membership may delay operations or impact the development of such Dealer Platform's business in this nascent industry. Further, we understand that some CTPs are interested in a testing environment to assess the technical merits of their proposed platform. Accordingly, we contemplate that, as an interim measure, a Dealer Platform that trades Crypto Contracts may operate by seeking registration as a restricted dealer, provided it does not offer leverage or margin trading. The interim approach will be time limited and the Dealer Platform must take steps during the interim period to transition to a long-term regulatory framework.

We contemplate that under this interim approach Dealer Platforms that trade Crypto Contracts will be subject to terms and conditions that will be tailored to their business model, as appropriate, and that will address key risks to clients. This approach may also involve certain limitations on the Dealer Platform's activities which will be determined by the specific facts and circumstances of the Dealer Platform.

Dealer Platforms operating in New Brunswick, Nova Scotia, Ontario and Québec that trade Crypto Contracts are expected to submit applications for investment dealer registration and IIROC membership during the interim period. We expect that these Dealer Platforms will use the interim period to work actively and diligently to transition to investment dealer registration and obtain IIROC membership by the end of the interim period, which is generally expected to be two years.

In Québec, as noted above, Dealer Platforms in the business of trading Crypto Contracts that are derivatives will be required to seek registration as a derivatives dealer. Québec derivatives dealers are required to be IIROC members but, for the interim approach, Dealer Platforms may seek a time-limited exemption from this requirement. They will be subject to terms and conditions substantially similar to those imposed on Dealer Platforms registering in the restricted dealer category.{6}

Dealer Platforms seeking to continue to operate in Québec will also be expected to use the interim period to work actively and diligently to obtain IIROC membership by the end of the interim period, which is also generally expected to be two years.

The securities regulators in Alberta, British Columbia, Manitoba and Saskatchewan will consider other regulatory approaches during the interim period, as warranted. Dealer Platforms operating in these jurisdictions are expected to start the process for investment dealer registration and IIROC membership during the interim period or take other steps during the interim period, in consultation with their principal regulator, to transition to an acceptable long-term regulatory framework. The interim period is generally expected to be two years.

iii. Application Process

A Dealer Platform that only facilitates distributions or trading of Security Tokens in reliance on prospectus exemptions and does not offer margin or leverage, should submit an application for registration as an exempt market dealer or as an investment dealer.{7} Registration in these categories is contemplated under the passport system described in Multilateral Instrument 11-102 Passport System.

As noted above, a Dealer Platform that will trade Crypto Contracts may be registered on an interim basis in the category of restricted dealer, with certain limitations on activities as noted above.

In Québec, a Dealer Platform that trades Crypto Contracts that are derivatives should submit to the AMF, at the same time and in addition to the registration application as a derivatives dealer, an application for a time-limited exemption from the requirement to obtain IIROC membership and other obligations of derivatives dealers that may not be relevant. In addition, the Dealer Platform will be required to submit a qualification application under the QDA.

Neither the restricted dealer nor the derivatives dealer category is contemplated under the passport system, but the application and the review will be coordinated among the jurisdictions where a registration application is submitted, with a view to harmonize the terms and conditions in the CSA jurisdictions to the greatest extent possible.

Additionally, a Dealer Platform that trades Crypto Contracts,

• may need discretionary exemptive relief in the applicable jurisdictions from the prospectus requirement to facilitate the distribution of Crypto Contracts since it will be subject to the prospectus requirement in most CSA jurisdictions, and

• may need discretionary relief from the over-the-counter trade reporting requirements in the applicable CSA jurisdictions,{8} on the basis that it provides alternative reporting, if it is unable to comply with existing requirements.

Any applications for discretionary exemptive relief from regulatory requirements, including submissions regarding why that relief is appropriate, should accompany the registration application and include how key risks, including to investors and the integrity of the capital markets, are addressed.

b. Marketplace Platforms

A CTP is a Marketplace Platform if it:

• constitutes, maintains or provides a market or facility for bringing together multiple buyers and sellers or parties to trade in Security Tokens and/or Crypto Contracts;

• brings together orders of Security Tokens and/or Crypto Contracts of multiple buyers and sellers or parties of the contracts; and

• uses established, non-discretionary methods under which orders for Security Tokens and/or Crypto Contracts interact with each other and the buyers and sellers or parties entering the orders agree to the terms of a trade.

Some commenters have suggested that there is no centralized marketplace involved when a digital ledger (such as blockchain) is used to record "trades" agreed to between the parties. However, in many circumstances the individual trades on the CTP are not recorded on the digital ledger. Rather, the digital ledger is only used to record transactions where the customer delivers crypto assets to the CTP or takes delivery of crypto assets from the CTP. In our view, if the orders of multiple buyers and sellers or parties are brought together on a third-party facility, and the interaction of those orders results in a trade, that facility acts as a marketplace.

A Marketplace Platform may also perform traditional dealer functions, including holding assets and other functions like those mentioned in the preceding section on Dealer Platforms.

In any case, Marketplace Platforms are in the business of trading in securities and/or derivatives and, unless they are regulated as an exchange (as described below), should seek registration as described below.

i. Regulatory Requirements for Marketplace Platforms

Similar to the manner in which alternative trading systems (ATS){9} are regulated today, a Marketplace Platform will operate under the oversight of the CSA and a self-regulatory entity, as defined in NI 21-101.{10} Currently, the only self-regulatory entity that fits this definition is IIROC.

As a starting point, the concepts described in the provisions applicable to marketplaces outlined in NI 21-101, National Instrument 23-101 Trading Rules (NI 23-101) and National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces (NI 23-103) are generally relevant to Marketplace Platforms and such provisions, or provisions comparable to those in NI 21-101, NI 23-101 and NI 23-103 will be applied to Marketplace Platforms.{11} In addition, we contemplate that the trading activity on a Marketplace Platform will be subject to market integrity requirements such as those in IIROC's Universal Market Integrity Rules (UMIR), or provisions consistent with those in the UMIR. However, we anticipate that tailoring of such requirements may be appropriate to accommodate the novel aspects of CTPs. At Appendix B, we have outlined certain core market integrity requirements that we anticipate would be relevant to trading on Marketplace Platforms.

ii. Regulatory Requirements for Marketplace Platforms that also Conduct Dealer Activities

As noted above, some Marketplace Platforms also conduct activities similar to those performed by Dealer Platforms, such as granting direct access to investors (retail and institutional), trading as a counterparty to their clients or providing custody of assets. Where a Marketplace Platform performs these functions, it would also be subject to the appropriate dealer requirements discussed above. Furthermore, depending on the circumstances and the CTP's business model, such dealer activities may have to be conducted through a separate entity or business unit which would need to meet the applicable regulatory requirements or separated through ethical walls.

For reference, summaries of the key regulatory requirements applicable to marketplaces and dealers are included at Appendices B and C of CP 21-402, respectively.{12} We note, however, that there will be flexibility regarding how the requirements will apply. Some of the above requirements will not be relevant or may necessitate customization or tailoring as a result of the functions being performed, or the operational model of, the Marketplace Platform. As is currently the case for most ATSs, certain requirements in NI 31-103 and many of the IIROC Dealer Member Rules may not apply to a Marketplace Platform that operates as a trading venue only and does not perform any dealer activities (for example, no custody or retail client on-boarding). In the context of Marketplace Platforms that also have dealer functions, IIROC and/or the CSA may, on application by a CTP, consider discretionary exemptions from existing applicable rules where the Marketplace Platform demonstrates that it can comply with the policy intent of the existing regulatory requirements in alternative ways, or where its operational model is such that compliance with the specific requirement is impractical, but the risks, described in Appendix A of this Notice, can be appropriately managed in another way.

In the Summary of Comments and Responses to CP 21-402 at Appendix C, we have indicated some of the areas where we think that flexibility in the application of existing regulatory requirements may be provided. In Appendix B we have also outlined the IIROC requirements that are expected to apply and where there may be flexibility in the application of IIROC Dealer Member Rules or the UMIR.

iii. Marketplace Platform as an Exchange

In some cases, it may be appropriate to regulate a Marketplace Platform as an exchange. For example, if a Marketplace Platform trades Security Tokens and regulates issuers of those securities, or if it regulates and disciplines its trading participants other than by merely denying them access to the platform,{13} the Marketplace Platform may be carrying on business as an exchange and would be expected to seek recognition or, if appropriate, an exemption from recognition as an exchange. In these cases, the Marketplace Platform will be expected to oversee its issuers' continuing compliance with the listing requirements of the Marketplace Platform and regulate the operations and standards of practice and business conduct of its members and their representatives, directly or indirectly.{14} The Marketplace Platform will be subject to a public interest mandate because it exercises regulatory functions and it will have to have rules requiring compliance with securities legislation and provide appropriate sanctions of violations of such rules.

iv. Interim Approach for Marketplace Platforms

We acknowledge that, in some cases, a Marketplace Platform may wish to conduct a pilot to, for example, test a novel business idea or a proposed new market, or the time it takes to prepare for obtain registration and IIROC membership may delay operations or impact the development of a Marketplace Platform's business. In these circumstances, provided that the Marketplace Platform is not offering leverage or margin and are not exchanges, it could seek registration as an exempt market dealer or restricted dealer, as appropriate, for a limited period of time. If Marketplace Platforms perform exchange functions, we would consider whether recognition as an exchange or an exemption is needed in the interim.

Marketplace Platforms operating in New Brunswick, Nova Scotia, Ontario and Québec are expected to start the process for registration as an investment dealer and IIROC membership, or the process for recognition or exemption from recognition as an exchange, as applicable, during the interim period, which is generally expected to be two years.

The securities regulators in Alberta, British Columbia, Manitoba and Saskatchewan will consider other regulatory approaches during the interim period, as warranted. Marketplace Platforms operating in these jurisdictions are expected to start the process for investment dealer registration and IIROC membership, or the process for recognition or exemption from recognition as an exchange, during the interim period or take other steps during the interim period, in consultation with their principal regulator, to transition to an acceptable long-term regulatory framework. The interim period is generally expected to be two years.

v. Application Process

We would generally expect that a Marketplace Platform that is not an exchange would apply for registration as an investment dealer and seek IIROC membership, unless it is pursuing the interim approach described above. The Marketplace Platform should include with its application information similar to that currently included in Form 21-101F2 Information Statement Alternative Trading System.{15} The process for IIROC membership is described on IIROC's website.{16}

A Marketplace Platform that is an exchange would apply for recognition as an exchange. It would submit an application describing how it meets certain criteria for recognition{17} and the information currently included in Form 21-101F1 Information Statement Exchange or Quotation and Trade Reporting System.{18}

A Marketplace Platform that wishes to pursue the interim approach described above would make application to applicable securities regulatory authorities for registration as an exempt market dealer or restricted dealer, as described in paragraph iv. above.

As indicated above, ensuring market integrity is critical for the management of the risks associated with trading on a Marketplace Platform. As a result, a Marketplace Platform that seeks to use the interim approach and register as a restricted dealer or exempt market dealer for a limited period of time must satisfy the regulator that it appropriately manages the risks relating to trading. Key to this is the existence of rules and processes to monitor trading and the availability of resources, including staff who understand trading activities and can monitor trading on the Marketplace Platform. Marketplace Platforms seeking to employ surveillance solutions during this interim period would need to ensure they have the requisite capabilities to do so, having regard to the marketplace they will operate and the restrictions or limitations that will be applied during the interim period.

During the period of interim registration, we anticipate imposing appropriate limitations on the types of activities undertaken by Marketplace Platforms in order to mitigate the risks, which will depend on the Marketplace Platform's operational model and the risks it presents. Such constraints could include: limits on the number and types of products traded, the types or number of participants, or on the amount invested by any particular participant.

Relevant to the determination of appropriate limitations could be:

• whether the Marketplace Platform provides any advice to participants,

• whether the Marketplace Platform trades on a proprietary basis, and

• whether there is any differentiation between client types (e.g., the sophistication and experience of the participant).

Any applications for discretionary exemptive relief from regulatory requirements, including submissions regarding why that relief is appropriate, should accompany the registration application or, in the case of Marketplace Platforms that are exchanges, the application for recognition or exemption from recognition as an exchange. Similar to Dealer Platforms, Marketplace Platforms that trade Crypto Contracts may also need exemptive relief from the prospectus requirement to facilitate the distribution of Crypto Contracts and from the over-the-counter trade reporting requirements.

c. Additional Considerations in the Context of Clearing and Settlement

A CTP may also perform clearing functions and may be a clearing agency or a clearing house under securities legislation. In some CSA jurisdictions:

• a registered dealer or recognized exchange is exempt from clearing agency recognition as dealers and exchanges are excluded from the definition of clearing agency

• the CTP is exempt from clearing agency recognition if the clearing functions are only an incidental component of its principal business, or

• the CTP may require recognition or need to seek an exemption from recognition as a clearing agency or a clearing house.

In order to provide flexibility in these cases, we will look at the specific risks presented by the clearing functions in order to determine whether a CTP will be required to be recognized as a clearing agency or exempted from the requirement to be recognized and what terms and conditions should apply. Certain requirements that are applicable to clearing agencies set out in National Instrument 24-102 Clearing Agency Requirements, such as policies, procedures and controls to address comprehensive management of risks including systemic risk, legal risk, credit risk, liquidity risk, general business risk, custody and investment risk and operational risk, may be appropriate to apply to a CTP to mitigate the risks associated with the clearing functions it performs. We anticipate imposing terms and conditions on the CTP's registration or its recognition or exemption order to address these risks. CTPs that offer clearing services should discuss these functions with the appropriate securities regulatory authority so that the appropriate approach is determined.

For Marketplace Platforms, we also note that existing requirements applicable to marketplaces in NI 21-101 require all trades executed on a marketplace to be reported and settled through a regulated clearing agency. Currently, there are no clearing agencies recognized in Canada for transactions in Security Tokens and Crypto Contracts. As a result, in some jurisdictions, Marketplace Platforms will need to apply for an exemption from the requirement in NI 21-101 and explain how the risks are otherwise addressed.

d. IIROC Membership Process for Entities with Novel Business Models

As noted above, we expect it would be appropriate that some CTPs become IIROC members. IIROC recognizes the need to be flexible and foster innovation and has therefore established a path to membership for businesses or entities with novel business models, including Marketplace or Dealer Platforms that do not necessarily fit in the existing IIROC membership structure.

The process for reviewing a membership application from an entity with a novel business model would differ from the existing IIROC processes in that IIROC would review the new elements of a Marketplace or Dealer Platform's business model and determine:

• how best to apply current requirements; and

• whether any exemptions from IIROC requirements and/or time-limited terms and conditions are appropriate.

IIROC expects that entities with novel business models would be granted membership with time-limited terms and conditions and exemptions that take into account the new aspects of the entity's operations.{19} This is in contrast with its approach to current Dealer Members, through which IIROC generally imposes all its applicable requirements without additional exceptions or terms and conditions on their membership.

IIROC will apply this application review process for novel business models to a Marketplace or Dealer Platform that demonstrates:

• a new business model which presents unique features not consistent with current IIROC membership categories;

• that it has a business plan or road map; and

• potential investor benefits.

As part of the application review process for novel business models, IIROC will:

• assess the applicable requirements for the Marketplace or Dealer Platform by reviewing their underlying policy objectives and determine whether the applicable requirements need to be modified in the context of a CTP's new business model;

• collaborate with the Marketplace or Dealer Platform to ensure it develops appropriate policies and procedures to comply with applicable IIROC requirements;

• place limits on the activity, products and/or number of clients, as appropriate; and

• conduct surveillance of trading activities as appropriate.

The review of these novel businesses will be conducted in partnership with the CSA, to ensure consistency of approach, coordination and agreement with respect to novel approaches to manage risks.

It is important that we continue to foster innovation but also promote investor protection and support fair and efficient markets. As CTPs and the environment within which they operate continue to evolve, we will continue to monitor this space and assess whether the approach described in this Notice for regulating CTPs remains appropriate and evolves with the industry.

Part 4. Complying with Securities Legislation

We encourage CTPs to consult with their legal counsel and to contact staff of their local securities regulatory authority on the appropriate steps to comply with securities legislation and IIROC rules.

As the technology and operational models of CTPs continue to evolve, the CSA and IIROC welcome continued dialogue with CTPs and stakeholders on issues that are developing and possible ways of complying with requirements and additional areas where flexibility may be appropriate.

We remind CTPs operating from outside Canada that have Canadian clients that they are expected to comply with Canadian securities legislation. CSA members may take new enforcement actions or continue existing actions against CTPs that do not and/or have not complied with Canadian securities legislation.

Part 5. Questions

Please refer your questions to any of the following CSA and IIROC staff:

Amanda Ramkissoon	Ruxandra Smith
Senior Regulatory Adviser, OSC LaunchPad	Senior Accountant, Market Regulation
Ontario Securities Commission	Ontario Securities Commission
<<aramkissoon@osc.gov.on.ca>>	<<ruxsmith@osc.gov.on.ca>>
Gloria Tsang	Timothy Baikie
Senior Legal Counsel, Compliance and Registrant Regulation	Senior Legal Counsel, Market Regulation
Ontario Securities Commission	Ontario Securities Commission
<<gtsang@osc.gov.on.ca>>	<<tbaikie@osc.gov.on.ca>>
Lise Estelle Brault	Serge Boisvert
Senior Director, Data Value Creation, Fintech and Innovation	Senior Policy Advisor
Autorité des marchés financiers	Autorité des marchés financiers
<<Lise-estelle.brault@lautorite.qc.ca>>	<<Serge.boisvert@lautorite.qc.ca>>
Nataly Carrillo	Sophie Jean
Senior Policy Advisor	Executive Advisor, Supervision of Intermediaries
Autorité des marchés financiers	Autorité des marchés financiers
<<nataly.carrillo@lautorite.qc.ca>>	<<Sophie.Jean@lautorite.qc.ca>>
Denise Weeres	Katrina Prokopy
Director, New Economy	Senior Legal Counsel, Market Regulation
Alberta Securities Commission	Alberta Securities Commission
<<Denise.weeres@asc.ca>>	<<Katrina.prokopy@lautorite.qc.ca>>
Cathy Tearoe	Dean Murrison
Senior Legal & Policy Counsel	Executive Director, Securities Division
New Economy	Financial and Consumer Affairs Authority of Saskatchewan
Alberta Securities Commission	<<Dean.murrison@gov.sk.ca>>
<<Cathy.tearoe@asc.ca>>
Michael Brady	Rina Jaswal
Manager, Derivatives	Senior Legal Counsel, Capital Markets Regulation
British Columbia Securities Commission	British Columbia Securities Commission
<<mbrady@bcsc.bc.ca>>	<<jaswal@bcsc.bc.ca>>
Peter Lamey	Chris Besko
Legal Analyst, Corporate Finance Nova Scotia	Director, General Counsel
Securities Commission	The Manitoba Securities Commission
<<peter.lamey@novascotia.ca>>	<<chris.besko@gov.mb.ca>>
David Shore	Sonali GuptaBhaya
Legal Counsel, Securities Division	Director, Market Regulation Policy
Financial and Consumer Services Commission (New Brunswick)	IIROC
<<david.shore@fcnb.ca>>	<<sguptabhaya@iiroc.ca>>
Victoria Pinnington
Senior Vice President, Market Regulation IIROC
<<vpinnington@iiroc.ca>>

{1} As defined in National Instrument 14-101 Definitions and includes legislation related to both securities and derivatives.

{2} A marketplace is defined in National Instrument 21-101 Marketplace Operation (NI 21-101). A marketplace is an entity that brings together the orders of multiple buyers and sellers of securities, and in some jurisdictions, parties to certain types of derivatives, using established, non-discretionary methods through which buyers and sellers agree to the terms of a trade.

{3} For example, certain dealers are in the business of trading contracts for difference and similar "over-the-counter" derivative products that are currently treated as both securities and derivatives for the purposes of securities legislation in certain jurisdictions, and therefore compliance with the registration and prospectus requirements is required (in certain jurisdictions, contracts for difference and other "over-the-counter" derivative products are exclusively derivatives and therefore compliance with registration and other applicable provisions is required). Another example relates to certain foreign marketplaces operating facilities or markets that trade derivatives (e.g., swap execution facilities) that currently operate their business locally under an exemption from the requirement to register as an exchange. Depending on the functions or operations of the platform that is in the business of trading derivatives, the platform may be operating as a dealer, a marketplace, a clearing agency or a combination of these categories, and therefore, registration or recognition requirements will apply.

{4} The marketing of each derivative must also be authorized by the AMF, and such Dealer Platforms can offer derivatives to the public only as a registered derivatives dealer, or through a registered derivatives dealer.

{5} Available at https://www.osc.ca/en/securities-law/instruments-rules-policies/2/21-402. Please note that Appendix C of CP 21-402 is not intended to be an exhaustive list of applicable requirements.

{6} The AMF may consider, under special circumstances, granting a discretionary time-limited exemption from the qualification requirement as a transition to allow the filing of a qualification application within a certain timeframe.

{7} A Dealer Platform trading Security Tokens may be required to operate with terms and conditions on registration that appropriately address the specific risks applicable to its business model. See Appendix A for a description of risks.

{8} See Ontario Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting; Manitoba Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting; Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting; Québec Regulation 91-507 respecting Trade Repositories and Derivatives Data Reporting.

{9} As defined in NI 21-101 and, in Ontario, in the Securities Act (Ontario).

{10} A self-regulatory entity is defined in NI 21-101 as a self-regulatory body or self-regulatory organization that (i) is not an exchange, and (b) is recognized as a self-regulatory body or self-regulatory organization by the securities regulatory authority.

{11} Certain jurisdictions intend to apply requirements that are comparable to the referenced marketplace rules and oversight structures as applicable in the circumstances to Marketplace Platforms trading over-the-counter derivatives because these rules do not extend to over-the-counter derivatives in these jurisdictions.

{12} Available at https://www.osc.ca/en/securities-law/instruments-rules-policies/2/21-402

{13} "Discipline" involves more than just denying access, it may entail fines and reprimands and requires a disciplinary framework that offers the participant due process.

{14} An exchange may retain a regulation services provider to provide these functions. See section 7.1(2) of NI 23-101 To date, all of the equity exchanges have retained IIROC as their regulation services provider.

{15} Available at https://www.osc.ca/en/securities-law/instruments-rules-policies/2/21-101/unofficial-consolidation-form-21-101f2.

{16} At https://www.iiroc.ca/industry/registrationmembership/Pages/Becoming-a-Regulated-Marketplace.aspx

{17} The criteria and the process for becoming a recognized exchange are available at https://www.osc.ca/en/industry/market-regulation/marketplaces/exchanges

{18} Available at https://www.osc.ca/en/securities-law/instruments-rules-policies/2/21-101/unofficial-consolidation-form-21-101f1

{19} IIROC will work with the CSA to determine whether any of the terms and conditions imposed by the CSA will continue to apply in the form granted by the CSA or in a modified form.

APPENDIX A

CTP RISKS AND APPLICABLE REGULATORY REQUIREMENTS

The introduction of CTPs to the market brings with it the introduction of risks, both to the market and its participants. Like traditional dealers and marketplaces, the regulatory requirements applicable to CTPs will be focused on managing and addressing those risks. Below we discuss in more detail the key risks relating to CTPs.

a. Safeguarding Investor Assets where a Dealer Platform or Marketplace Platform has Custody

Some Dealer Platforms and Marketplace Platforms may have custody of assets (or private keys). A key risk respecting CTPs that perform this function is the risk of loss of those assets. We recognize that the mechanism for "custody" in the crypto asset context may be different between business models, yet a risk of loss, theft or bankruptcy remains. We are of the view that safeguarding investor assets is critical, and CTPs will be expected to manage the associated risks.

Managing risks

Existing regulatory requirements for market participants with custody activities are included in NI 31-103 and in IIROC rules (see Appendix B for additional detail). Dealer Platforms and Marketplace Platforms that offer custody services must manage this risk by measures that would ensure the security of their participants' assets, including the following:

• properly segregating their participants' assets and private keys from their own;

• maintaining adequate record-keeping to be able to confirm participants' holdings at all times;

• maintaining policies and procedures to protect participants' assets and private keys from theft or loss, including policies and procedures governing when participants' assets are placed in and removed from cold storage and how private keys are created and stored;

• maintaining policies and procedures covering segregation of duties and key person risk;

• having sufficient financial resources and insurance, including insurance against the risk of loss, or alternative risk mitigation strategies;

• conducting due diligence before retaining a custodian;

• requiring that the CTPs have access to necessary books and records, and monitor the custodian's ongoing performance, internal controls and compliance with regulatory requirements; and

• sufficient risk mitigation regarding the custody of Securities Tokens or crypto assets underlying Crypto Contracts such as obtaining an independent report from a reputable accounting firm providing assurance on the suitability of the design of, and operating effectiveness of, the custodian's controls around the systems and processes in place to safeguard participants' assets (e.g. System and Organization Controls (SOC) 2 Type 1 and 2 report for service organizations).

We acknowledge that this is an evolving market and new custodial models may emerge over time. We will review such models on a case-by-case basis in order to assess whether the risks associated with asset custody are properly addressed. In the process, we will consider the practices identified in the responses to comments and as developed by the industry from time to time.

b. Access to Marketplace Platforms

This relates to the risk that a Marketplace Platform does not have fair and transparent criteria regarding access to its services to ensure that it does not unreasonably discriminate between participants. The Marketplace Platform will be required to ensure they do not unreasonably prohibit, condition or limit access to its platform. It will also be required to articulate who can access the Platform and make transparent its access requirements.

Managing risks

Existing regulatory requirements relating to access are found in Part 5 of NI 21-101. Section 5.1 of NI 21-101 requires that a Marketplace Platform not unreasonably prohibit, condition or limit access by participants to its Platform. This does not mean a Marketplace Platform has to admit any person seeking access but would prohibit a Marketplace Platform from unreasonably discriminating between its participants. It would also require a Marketplace Platform to articulate who can access the Platform, apply the criteria fairly and on a non-discriminatory basis, and document grants and denials of access. Access requirements are required to be transparent and be made available on a Marketplace Platform's website.

c. System Resiliency, Integrity and Security Controls

System resiliency, reliability and security controls are important for investor protection and market integrity, especially when the CTP maintains custody of participant's assets including through holding the private keys. System failures or inadequate protection against cyber-attacks may result in a CTP's participants being unable to access their crypto assets or may lead to losses due to theft.

Managing risks

Currently, marketplaces are required by Part 12 of NI 21-101 to have adequate internal and information technology controls over their trading, surveillance and clearing systems and information security controls over these systems. It is expected that these would cover cyber-resilience, security threats and cyber-attacks. Marketplaces are also required to maintain business continuity and disaster recovery plans. They must also engage an external auditor to conduct an independent systems review (ISR) to assess whether they have adequate internal and information technology processes and controls.

As noted in the responses to the Summary of Comments at Appendix C, we acknowledge the need to consider flexibility in applying the NI 21-101 requirements to Marketplace Platforms, and will consider alternative approaches to demonstrating system integrity, reliability and security where the risks are otherwise appropriately managed. We would consider each Marketplace Platform request on a case-by-case basis in order to determine the scope of its ISR, or whether an exemption, subject to terms and conditions as necessary, is appropriate.

d. Transparency about the CTP's Operations and the Crypto Assets Traded on the CTP

It is important that participants on a CTP understand its operations. This enables them to make informed decisions regarding whether and how to participate on the CTP and what risks they are willing to take.

CTPs will be required to provide adequate transparency regarding, among others, its operations, fees, conflicts of interest policies and procedures and any referral arrangements on its website.

Managing risks

Under NI 21-101, a marketplace is required to make transparent, on its website, a description of how its orders are entered, interact and are executed, the order and trade information disseminated, the hours of operations, its fees, its affiliates' fees, access requirements, conflicts of interest policies and procedures as well as any referral arrangements between the marketplace and its service providers. We expect Marketplace Platforms to also make this information publicly available, in order to allow their participants to make informed decisions. The information that should be disclosed includes:

• a description of the crypto assets trading on the Marketplace Platform including, where applicable, references to underlying projects;

• custodial arrangements and risks;

• ownership of the Marketplace Platform;

• conflicts of interest, including how they are managed, especially if the operator of the Marketplace Platform will trade on the marketplace against, or in competition with, clients' orders;

• rules for trading and, if applicable, for choosing which crypto assets will be admitted to or removed from trading on the Marketplace Platform; and

• policies for handling of forks, airdrops and other relevant events.

This additional information suggested by the commenters is useful, as it would ensure that a complete description of a Marketplace Platform's operations and risks is provided to existing and prospective participants. Marketplace Platforms may also disclose additional information, if necessary.

While Marketplace Platforms will have flexibility with respect to the content of information that will be ultimately disclosed, we will review their disclosure to determine whether it provides a Marketplace Platform's participants with all the information they need to understand how the Marketplace Platform operates, the products traded on it, the risks and whether it presents that information in a format that is understandable by the participant, in particular if retail investors have direct access to the Platform.

e. Market Integrity and Price Discovery

"Market integrity" risk relates to the risk that Marketplace Platforms may be susceptible to manipulative and deceptive trading. This may result from, for example, a lack of reliable pricing information for crypto assets, manipulative or fraudulent activity by one or more participants in buying and/selling crypto assets, or even manipulative or fraudulent activity involving other marketplaces which are trading the same crypto asset. It also relates to investor confidence, where investors know that rules regulating market conduct are set and those rules are appropriately monitored and enforced.

Managing risks

Those trading on marketplaces are required to comply with rules governing trading and marketplaces are required to take steps so that trading activities are monitored and the rules are enforced. NI 21-101 and NI 23-101 set out the overarching securities laws. Equity exchanges have adopted UMIR, which govern trading in much more detail, and the exchanges have outsourced monitoring and enforcement of these rules to IIROC. The trading activities on other marketplaces that trade securities are also governed by UMIR (for equity securities) and monitored and enforced by IIROC, as a regulation services provider. In contrast, derivatives exchanges or marketplaces often have their own trading rules and conduct their own surveillance and enforcement.

Our expectation is that the starting point for the trading rules applicable in the context of a Marketplace Platform trading Securities Tokens or Crypto Contracts will be the requirements in UMIR. However, we recognize that in certain cases some specific aspects of UMIR may not be applicable. In other cases, trading on a Marketplace Platform may introduce additional risks not contemplated under UMIR. The determination of which UMIR provisions are relevant to Marketplace Platforms is currently on-going and is likely to evolve as the trading environment for Securities Tokens and Crypto Contracts evolves. We expect that the broad provisions prohibiting manipulating and deceptive activities would apply and other rules would be crafted to relate specifically to trading of Securities Tokens and Crypto Contracts. Given their experience in acting as a regulation services provider for various existing securities marketplaces, IIROC is well positioned to perform the monitoring of trading and compliance with securities legislation and UMIR in the context of CTPs.

f. Direct Access by Retail Investors

Some Dealer Platforms and some Marketplace Platforms offer access directly to retail investors. If CTPs on-board retail investors directly, there is a risk that the investors may purchase or trade products that they do not understand or are not suitable for them. However, if the CTP trading Crypto Contracts is not providing any recommendations or advice to participants, we may consider discretionary exemptive relief, allowing them to operate in a manner similar to an order execution only dealer. IIROC has issued guidance with respect to the limitations that apply to OEOs.{20} Additional restrictions may be applied to CTPs that are granted an exemption from suitability requirements.

CTPs may also be exposed to participants who are using the Marketplace Platform for money laundering or other illegal purposes and will be expected to have appropriate anti-money laundering (AML) and counter-terrorist financing (CTF) policies and procedures.

CTPs will be subject, when appropriate, to know-your-client and suitability requirements and will be required to have policies and procedures for AML and CTF.

Managing risks

Dealer Platforms and Marketplace Platforms that offer direct access to investors will be subject to the know-your-client and suitability requirements applicable to registered dealers. They would also have to have policies and procedures for AML and CTF. We understand that many CTPs already have AML and CFT procedures in place and comply with Financial Transactions and Report Analysis Centre's (FINTRAC) Proceeds of Crime (Money Laundering) and Anti-Terrorist Financing Act.

g. Conflicts of interest

CTPs may have conflicts of interest that arise from the commercial interests of the CTP, its owners and operators, the businesses that raise capital on the CTP, if applicable, and the participants that trade on it. CTPs will be required to identify, manage and disclose potential conflicts of interest.

Managing risks

CTPs will be required to identify, manage and disclose potential conflicts of interest. They will be subject to the conflicts of interest provisions such as those in NI 31-103 or NI 21-101, as applicable, and, if they are IIROC members, also subject to the conflicts of interest provisions in IIROC's Dealer Member Rules and the UMIR.

{20} Available at: https://www.iiroc.ca/Documents/2018/54df3aa0-06d8-48fd-8e93-ce469be1c650_en.pdf

APPENDIX B

SUMMARY OF IIROC REQUIREMENTS APPLICABLE IN THE CONTEXT OF CTPS

Requirements consistent with the core market integrity provisions of UMIR would apply, including:

• Part 2 -- Abusive Trading including UMIR 2.2 Manipulative and Deceptive Activities. UMIR 2.3 Improper Orders and Trades

• Part 4 -- Front Running

• UMIR 5.3 -- Client Priority

• Part 6 -- Order Entry and Exposure including UMIR 6.4 Trades to be on a Marketplace

• Part 7 -- Trading in a Marketplace including: UMIR 7.1 Trading Supervision Obligations, UMIR 7.2 Proficiency Obligations, UMIR 7.3 Liability for Bids, Offers and Trades, UMIR 7.5 Recorded Prices, 7.11 Variation and Cancellation and correction of Trades, UMIR 7.12 Inability to Rely on Marketplace Functionality, UMIR 7.13 Direct Electronic Access and Routing Arrangements

• Part 8 -- Principal Trading

• Part 9 -- Trading Halts, Delays and Suspensions

• Part 10 -- Compliance including: UMIR 10.9 Power of Market Integrity Officials, UMIR 10.11 Audit Trail Requirements, UMIR 10.12 Retention of Records and Instructions, UMIR 10.14 Synchronization of Clocks, UMIR 10.16-10.18 Gatekeeper Obligations

• Part 11 -- General exemptive relief, review or appeal of market regulator decisions, indemnification and limited liability of the market regulator

As noted earlier, these requirements may be tailored to reflect the business models of the CTPs or the products they trade.

IIROC Rules that would apply include:

Custody

• DMR 17 -- Dealer Member Minimum Capital, Conduct of Business and Insurance

• Form 1 -- General Notes and Definitions, (d) "acceptable securities locations"

• Form 1 -- General Notes and Definitions, (h) "regulated entities"

• DMR 2000 -- Segregation Requirements

• DMR 2600 -- Internal Control Policy Statements

Insurance Coverage

• DMR 17 -- Dealer Member Minimum Capital, Conduct of Business and Insurance

• DMR 400 -- Insurance

• DMR 2600 -- Internal Control Policy Statements

• Form 1 -- Schedule 10, Insurance

Know Your Client

• DMR 1300 -- Supervision of Accounts

• DMR 2500 -- Minimum Standards for Retail Customer Account Supervision

• DMR 2700 -- Minimum Standards for Institutional Customer Account Opening, Operation and Supervision

Appropriateness

• IIROC Rule 3211 (Note: This becomes effective December 31 , 2021) As per IIROC Guidance Note 18-0076 -- Guidance on Order Execution only Services and Activities, an initial appropriateness standard does apply to OEO accounts. The standard is higher with respect to certain products such as CFDs.

Suitability

• DMR 1300 -- Supervision of Accounts (not applicable if the firm operates in an OEO capacity)

Conflicts of Interest

• DMR 42 -- Conflicts of Interest

Relationship Disclosure

• DMR 3500 -- Relationship Disclosure

Margin

• DMR 17 -- Dealer Member Minimum Capital, Conduct of Business and Insurance

• DMR 100 -- Margin Requirements

• IIROC Notice 08-0074 -- Margining of a Security that is not covered in Dealer Member Rule 100 or Form 1

• DMR 2600 -- Internal Control Policy Statements

Regulatory Financial Reporting

• Form 1

• DMR 17 -- Dealer Member Minimum Capital, Conduct of Business and Insurance

• DMR 100 -- Margin Requirements

• DMR 200 -- Minimum Records

• DMR 2600 -- Internal Control Policy Statements

• DMR 1800 -- Commodities Futures Contracts and Options (for some of the cases based on products)

• DMR 1900 -- Options (for some of the cases based on products)

• DMR 2900 -- Proficiency and Education

Fair Pricing and Best Execution

• DMR 3300 -- Best Execution of Client Orders

Research Restrictions and Disclosure Requirements

• DMR 3400 -- Research Restrictions and Disclosure Requirements

Registration

• DMR 7 -- Dealer Member Directors and Executives

• DMR 18 -- Registered Representatives and Investment Representatives

• DMR 38 -- Compliance and Supervision

• DMR 2900 -- Proficiency and Education

Anti-Money Laundering

Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA){21}

Note: IIROC Rules, which will replace the current Dealer Member Rules, are expected to come into effect on December 31, 2021. At the same time, IIROC rules pertaining to Know Your Client, Suitability, Product Due Diligence, Know Your Product, Conflicts of Interest and Relationship Disclosure will be amended to reflect the Client Focused Reforms effective December 31, 2021.

{21} Although this is not an IIROC rule, but rather federal legislation, IIROC is it still responsible for testing IIROC Dealers compliance with Canadian AML law and regulations.

APPENDIX C

SUMMARY OF COMMENTS AND RESPONSES

JOINT CSA-IIROC CONSULTATION PAPER 21-402 PROPOSED FRAMEWORK FOR CRYPTO-ASSET TRADING PLATFORMS

1. List of Commenters

2. Terminology

Airdrop -- a crypto-asset airdrop refers to a distribution of a crypto-asset to digital wallets (often for no financial consideration).

Decentralized exchange -- refers to a marketplace where trades occur directly between users (peer-to-peer) through an automated process.

Fork -- refers to a change of the code in the underlying protocol which is incompatible with the previous version. This results in different versions of the protocol.

Multi signature wallet -- a wallet that requires multiple keys to authorize a transaction.

Proof of stake -- a concept where an individual can mine or validate block transactions according to how much they hold in crypto assets.

Proof of work -- refers to a consensus algorithm on DLT.

Wallet/Hot Wallet (or Hot Storage)/Cold Wallet (or Cold Storage) - A crypto-asset wallet is an address, defined by its public key, which can send and receive related crypto assets. It is secured by a private key which may only be known by the wallet owner and must be used to sign a transaction before it can be sent. Hot storage (or a hot wallet) is connected to the internet, while assets stored in cold wallets have no online connectivity.

3. Abbreviated terms:

Anti-Money Laundering (AML)

Anti-Terrorist Financing (ATF)

Application Programming Interface (API)

Business Continuity Plan (BCP)

Canadian Derivatives Clearing Corporation (CDCC)

The Canadian Depository for Securities Limited (CDS)

Canadian Deposit Insurance Corporation (CDIC)

Canadian Investor Protection Fund (CIPF)

Canadian Standard on Assurance Engagements (CSAE)

The Commodity Futures Trading Commission (CFTC)

Committee of Sponsoring Organizations of the Treadway Commission (COSO)

Control Objectives for Information and Related Technologies (COBIT)

Crypto asset trading platforms (CTP)

Distributed Ledger Technology (DLT)

Enterprise Risk Management (ERM)

Financial Industry Regulatory Authority (FINRA)

Hardware Security Modules (HSM)

Information Security Management System (ISM)

Internal Controls over Financial Reporting (ICFR)

International Organization of Securities Commission (IOSCO)

International Organization for Standardization (ISO)

Investment Industry Regulatory Organization of Canada (IIROC)

Know Your Client (KYC)

Money Service Business (MSB)

National Institute of Standards and Technology (NIST)

New York Department of Financial Services (NYDFS)

Over-the-counter (OTC)

Personal Information Form (PIF)

Portfolio Manager (PM)

Principal Regulator (PR)

Regulatory Framework for CTPs proposed in CP 21-402 (Proposed Framework)

Risk Assessment Questionnaire (RAQ)

Securities Exchange Commission (SEC)

Swap execution facility (SEF)

Self-regulatory organization (SRO)

Universal Market Integrity Rules (UMIR)

*Other undefined abbreviated terms should be understood to have generally accepted industry meanings.

Solar Income Fund Inc. et al.

FOR IMMEDIATE RELEASE

March 25, 2021

SOLAR INCOME FUND INC., ALLAN GROSSMAN, CHARLES MAZZACATO, and KENNETH KADONOFF, File No. 2019-35

TORONTO -- Take notice that the hearing in the above named matter scheduled to be heard on March 26, 2021 will not proceed as scheduled.

The hearing on the merits will continue on March 29, 2021 at 10:00 a.m.

For Media Inquiries:

For General Inquiries:

Jonathan Cartu et al.

FOR IMMEDIATE RELEASE

March 25, 2021

JONATHAN CARTU, DAVID CARTU, AND JOSHUA CARTU, File No. 2020-14

TORONTO -- The Commission issued an Order in the above named matter.

A copy of the Order dated March 25, 2021 is available at www.osc.ca.

For Media Inquiries:

For General Inquiries:

Chapter 2 -- Decisions, Orders and Rulings

AngelList Holdings, LLC and AngelList Advisors, LLC

Headnote

CSA Regulatory Sandbox initiative -- Prior decision repealed and replaced with updated decision that extends the term of the relief granted -- no new exemptive relief required by Applicants -- Applicants previously applied for and obtained relief from certain registrant obligations contained in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and from the prospectus requirement in the Legislation -- Applicants operate novel online platform for accredited investors with experience in venture capital and angel investing and start-ups that primarily operate in the technology sector -- relief granted subject to certain terms and conditions set out in the decision -- decision is time-limited to allow the firm to operate in a test environment -- decision may be amended on written notice to the Applicants -- decision is based on the unique facts and circumstances of the Applicants and is made on a time-limited, test case basis.

Applicable Legislative Provisions

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., sections 53, 74 and 144

Instrument Cited

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.2(2)(c)(i), 13.3, 13.16, 14.2(2)(i), (j) and (k), and 15.1 and Division 5.

March 25, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the "Jurisdiction") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF ANGELLIST HOLDINGS, LLC ("AngelList") AND ANGELLIST ADVISORS, LLC ("ALA", collectively with AngelList, the "Filers")

DECISION

Background

The Filers operate an online platform that offers a number of services to start-up businesses that operate primarily in the technology sector (Start-ups), including services to facilitate venture capital and angel investing in Start-ups that meet certain criteria. All investors on the platform must qualify as accredited investors (as defined in Canadian securities legislation) (Accredited Investors) and must also have prior experience in venture capital and angel investing, such that they have an understanding of the risks of investing in Start-ups through the platform.

ALA is currently registered in all Canadian provinces as a restricted dealer. The Filers previously applied for and received exemptive relief from the prospectus requirement in decisions of the Ontario Securities Commission (OSC) as principal regulator (the Prior Prospectus Decisions) and from certain registrant obligations in decisions of the Director (the Prior Registration Decisions) dated March 27, 2017, June 14, 2018 and March 26, 2019 (together, the Prior CSA Decisions) under the securities legislation of the jurisdiction of the principal regulator (the Legislation). The Prior CSA Decisions were granted in the context of the CSA Regulatory Sandbox initiative (as defined in paragraph 4(d)) and were made on a time-limited, test case basis, based on the unique facts and circumstances of the Filers. ALA first became registered in Ontario as a restricted dealer on October 24, 2016 and at the same time obtained exemptive relief in Ontario from certain registration obligations (the Initial Ontario decision).

The Filers have applied to amend the Prior CSA Decision dated March 26, 2019 in order to enable the continued availability of certain services on their online platform to Canadian investors, subject to certain conditions. This decision (the Decision) has also been considered in the context of the CSA Regulatory Sandbox initiative and is made on a time-limited, test case basis. This Decision is based on the unique facts and circumstances of the Filers.

Relief from registrant obligations

1. The Filers have applied for exemptive relief pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) for ALA from the following:

(a) the requirement in subparagraph 13.2(2)(c)(i) [Know-your-client] of NI 31-103 that a registrant must take reasonable steps to ensure that it has sufficient information regarding the client's investment needs and objectives;

(b) the requirement in section 13.3 [Suitability] of NI 31-103 that a registrant must take reasonable steps to ensure that, before it makes a recommendation to or accepts an instruction from a client to buy or sell a security, the purchase or sale is suitable for the client;

(c) the requirement in section 13.16 of NI 31-103 [dispute resolution service] that a registered firm have a certain dispute resolution service provider; and

(d) the requirement to deliver the disclosure and reporting requirements in paragraphs 14.2(2)(i), (j), and (k) [Relationship Disclosure Information] and Division 5 [Reporting to clients] of Part 14 of NI 31-103 (together with the preceding paragraphs, referred to as the Registrant Obligations Relief Sought),

provided that ALA ensures only Quality Investors (as defined in paragraph 4(i)) access the Restricted Services (as described in paragraph 21).

Prospectus Relief

2. ALA has applied for an exemption from the prospectus requirement in connection with distributions by an SPE (as defined in paragraph 35) or microfunds (as defined in paragraph 4(h)) to Quality Investors who acquire securities of SPEs or microfunds through the platform (as described in this Decision) (the Prospectus Relief Sought).

Repeal and replacement of prior CSA decision

3. The Filers have applied to repeal the Prior CSA Decision dated March 26, 2019 effective as of the date of this Decision (the Repeal and Replacement Relief Sought).

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the Legislation for the Registrant Obligations Relief Sought, the Prospectus Relief Sought and the Repeal and Replacement Relief Sought.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the OSC (Principal Regulator) is the principal regulator for this application; and

(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces of Canada.

Interpretation

4. For the purposes of this Decision:

(a) Approved Incubator Program means an incubator, accelerator, Technology Transfer Office or similar organization that meets all of the following criteria:

a. has a program for Start-ups and the program has been delivered for at least two years;

b. receives funding from (A) a federal, state, provincial/territorial, or municipal government or a crown corporation or a government-owned corporation or authority, or (B) an accredited university or college;

c. has a competitive application process with clear criteria to select Start-ups for the program;

d. reviews the founders and other key individuals involved in the Start-up to ensure they meet the criteria for admission into the program;

e. provides entrepreneurial advice and mentorship support over a reasonable period of time; and

f. in respect of which ALA has received the approval from staff of the securities regulatory authority in the local jurisdiction in which the incubator program is based that the organization qualifies as an "Approved Incubator Program".

(b) Credible Investor means an investor that meets one of the following criteria:

a. a Venture Capital Fund that has at least $10 million in assets under management; or

b. an individual investor who has led or participated in at least five investments in a Start-up, of which at least two of those Start-ups have completed a Successful Liquidity or Financing Event; or

c. is an Experienced Founder.

(c) Crypto-assets mean cryptocurrencies, digital coins or tokens, and operations to mine the foregoing.

(d) CSA Regulatory Sandbox means an initiative of the Canadian Securities Administrators (CSA) to review new and innovative technology-focused or digital business models. The objective of this initiative is to facilitate the ability of those businesses to use innovative products, services and applications, while ensuring appropriate investor protection.

(e) Eligible Canadian Start-up means a Start-up that is operating from or doing business in Canada where either a. or b. applies:

a. the start-up is incorporated or organized under the laws of Canada or any jurisdiction of Canada, (ii) the head office of the start-up is located in Canada, and (iii) at least 25% of the directors and 25% of the Executive Officers or founders of the start-up (or at least one director and one Executive Officer or founder, if there are less than four directors and less than four Executive Officers or founders, respectively) reside in Canada; or

b. at least 25% of the consolidated payroll of the Start-up and its subsidiaries is for employees and consultants who reside in Canada.

(f) Executive Officer means an individual who is:

a. a chair, vice-chair, or president,

b. a vice-president in charge of a principal business unit, division or function including sales, finance, production, technology or engineering, or

c. performing a policy-making function in respect of the issuer.

(g) Experienced Founder means a founder of a Start-up who has:

a. management, product or engineering experience, typically with the title of "director" or equivalent, at a large technology company (500+ plus employees), or

b. co-founded, or served at the vice-president level or above of (in either case, with executive responsibilities), a Start-up that has achieved a Successful Liquidity or Financing Event.

(h) Microfund means a fund that invests in a variety of Start-ups identified in each case by the Microfund Lead Investor.

(i) Quality Investor means an Accredited Investor who has been determined by ALA's procedures, as described in paragraphs 74 to 77, to have sufficient experience in venture capital and angel investing. For the avoidance of doubt, Quality Investors include Direct Investors who satisfy the requirements described in paragraph 76, subject to the conditions and limitations on access to the Restricted Services described therein.

(j) Successful Liquidity or Financing Event means:

a. an initial public offering;

b. an acquisition of all or substantially all the securities or assets of the Start-up; or

c. the completion of a follow-on round or "up round" of venture capital or angel financing for the Start-up involving external investors to the Start-up at that time, at a valuation in excess of the Start-up's previous round of financing or that triggered the automatic conversion of previously issued debt or equity securities. (For example, a Series Seed round to a Series A round.)

(k) Technology Transfer Office means an office at a university with an academic research program or at a research institute that is established to handle the intellectual property and licensing rights for faculty and student investors.

(l) Venture Capital Fund means:

a. In the United States (U.S.), a "venture capital fund" as defined in Rule 203(l)-1 under the Investment Advisers Act of 1940; and

b. In Canada, a venture capital fund that focuses primarily on venture capital or angel investing, and that is a non-individual permitted client.

5. Terms used in this Decision that are defined in the Securities Act (Ontario) (the Act), National Instrument 14-101 Definitions (NI 14-101), NI 31-103 and MI 11-102 and not otherwise defined in the Decision, shall have the same meaning as in the Act, NI 14-101, NI 31-103 or MI 11-102 as applicable, unless the context otherwise requires.

Representations

This Decision is based on the following facts represented by the Filers:

The Filers

6. ALA is registered as a restricted dealer in each of the provinces of Canada.

7. ALA is a limited liability company formed under the laws of the state of Delaware. ALA is a subsidiary of AngelList, a limited liability company formed under the laws of the state of Delaware. A minority interest in ALA is held by AngelList EI, LLC (which is wholly-owned by employees of ALA or ALA's affiliates). The head offices of the Filers are in San Francisco, California, United States of America.

8. ALA is an "exempt reporting adviser" in the U.S. ALA relies on an exemption from SEC investment adviser registration requirements under sections 203(l) [venture capital fund adviser exemption] of the Investment Advisers Act of 1940 and related rules. As an exempt reporting adviser, ALA is subject to oversight by the SEC, including the requirement to pay fees to the SEC, to report annually certain information to the SEC and to have policies regarding the dissemination of material, non-public information and anti-fraud measures. ALA is also subject to review by the SEC.

9. The Filers are not registered as broker-dealers with the SEC under U.S. federal securities laws. The Filers rely on a no action letter issued to them by the SEC dated March 28, 2013 regarding the scope of their permitted activities in the U.S. without registering as broker-dealers in accordance with section 15(b) of the Securities Exchange Act of 1934. The Filers also rely on the no action letter issued to FundersClub Inc. and FundersClub Management LLC by the SEC dated March 26, 2013 with respect to their activities as an exempt reporting adviser. The Filers also rely on section 201(c) of the JOBS Act.

10. AngelList Ltd., an affiliate of the Filers, is authorized by the Financial Conduct Authority to carry on the following limited regulated activities in the United Kingdom: arranging (bringing about) deals in investments, dealing in investments as agent, and making arrangements with a view to transactions in investments.

11. AngelList India, LLP, an affiliate of the Filers, sponsors an alternative investment fund registered with the Securities and Exchange Board of India to carry out venture investing activities on the Platform in India.

12. The Filers offer certain of the services (as described below) to issuers and investors in Canada. As these services involve the facilitation of trades in securities of issuers to Quality Investors for the purposes of venture capital and angel investing, ALA is registered as a restricted dealer in each of the provinces of Canada.

13. The Filers are seeking the Prospectus Relief Sought and the Registrant Obligations Relief Sought to allow Quality Investors and issuers resident in the Canadian provinces to access the Restricted Services (as defined in paragraph 21).

14. The Filers are not in default of securities legislation in any jurisdiction of Canada. The Filers are in compliance in all material respects with U.S. and U.K. securities laws.

Services

Public Services

15. AngelList operates an online networking website (the Platform) that allows start-ups, accelerators, incubators, angel investors and other individuals in the start-up sector (together, the Participants) to connect with each other and to raise their profile in the start-up community. The Platform is primarily aimed at technology or technology-enabled Start-ups.

16. Any Participant can post a profile on the Platform that contains general information about itself, including, as applicable, its products or services, and its management team (a Profile). A Profile is publicly available to anyone accessing the Platform. A Start-up may also post confidential information and grant access only to certain Participants.

17. After setting up a Profile, a Participant may request a connection by visiting another Participant's profile (the Connection Services). AngelList will confirm the relationship between the Participants. A verified connection is required in order for a Participant to send other Participants a message or request an introduction to other Participant's connections.

18. Any Start-up can also post job openings on the Platform and seek applicants from Participants on the Platform for such job openings (the Recruiting Services) (together with the Connection Services, the Public Services).

Restricted Area and Restricted Services

19. The Platform includes a password protected area (the restricted area). Participants must apply to enter the restricted area, and ALA only permits Accredited Investors to enter the restricted area.

20. Once Participants have been approved for access to the restricted area, they may further apply to access certain services, which are referred to below as Restricted Services. ALA only permits Quality Investors to access the Restricted Services, subject to the limitations applicable to Direct Investors as described in paragraph 76. Based on the Filers' experience in the United States, approximately 30% of U.S. accredited investors that apply to access the Restricted Services meet ALA's Quality Investor standard and are approved to use the Restricted Services.

21. The Restricted Services consist of the following:

a. ALA allows both Start-ups and Syndicate Lead Investors (as defined in paragraph 27) the ability to raise money for a specific Start-up by forming a syndicate of investors through the Platform (the Syndicate Services).

b. ALA allows Microfund Lead Investors (as defined in paragraph 39) the ability to raise money through the Platform for specific funds that invest in a variety of Start-ups identified in each case by the Microfund Lead Investor (theMicrofund Services).

c. ALA provides a transaction update email to Quality Investors. ALA has an algorithm that uses objective criteria to identify Start-ups seeking to raise capital from a syndicate of investors and provides a list of these Start-ups to Quality Investors who request this information.

d. ALA offers a program for Quality Investors who plan to invest a substantial amount (which is at least USD$600,000) through the Platform and satisfy such other conditions as ALA may implement from time to time (the Professional Investor Program). Under this program, ALA introduces these Quality Investors to Start-ups that do not wish to make it known publicly that they are raising capital through a syndicate.

22. In the U.S., accredited investors who are not Quality Investors may invest in diversified funds created by ALA (referred to as Platform Funds) that invest in a wide variety of syndicates on the Platform. ALA does not currently offer Platform Funds or similar funds to investors in Canada. ALA has commenced discussions with staff of the OSC on what basis it may offer Platform Funds or similar funds to investors in Canada.

Services Offered in Canada

23. AngelList makes the Public Services available to Participants.

24. ALA makes the Syndicate Services available to:

a. Start-ups and Syndicate Lead Investors, and

b. Quality Investors,

subject to certain restrictions set out below.

25. ALA makes the Microfund Services available to:

a. Microfund Lead Investors, and

b. Quality Investors,

subject to certain restrictions set out below.

26. ALA makes the Professional Investor Program available to Quality Investors who qualify as a "permitted client" as defined in section 1.1 of NI 31-103 and excluding Direct Investors.

Syndicate Services

27. Syndicates can be formed by the founder or management of a Start-up itself or by an investor who is investing in a single Start-up, who wishes to make this investment opportunity available to other investors (co-investors) on the same terms and conditions, and who has been reviewed and approved by ALA as described in paragraphs 79 to 87 (a Syndicate Lead Investor). Each syndicate only invests in securities of a single Start-up (a syndicate).

28. A Start-up or Syndicate Lead Investor requests approval from ALA to establish the syndicate.

29. ALA reviews the request from the Start-up or Syndicate Lead Investor and determines whether to allow the Start-up or Syndicate Lead Investor to form a syndicate. In reviewing a request to form a syndicate, ALA reviews the Start-up for the following features:

a. Whether the Start-up is a growth-oriented technology or technology-enabled company that has the potential to develop into a large stand-alone business;

b. Whether the Start-up is focused on a product or service that will provide social, economic or environmental benefits or that is likely to meet a strong market demand; and

c. Whether, in ALA's opinion, the Start-up is likely to appeal to Quality Investors.

30. ALA will not permit reporting issuers or any public company in any other jurisdiction to form a syndicate on the Platform.

31. If ALA grants approval to form a syndicate, the Start-up or the Syndicate Lead Investor, as applicable, completes and posts an investor note (the syndicate investor note) about the syndicate on the restricted area of the Platform. The syndicate investor note contains factual information about the proposed capital raise, the Start-up to be invested in, any co-investors, the risks associated with investing in the Start-up, past financing of the Start-up, and other key investment terms and conditions.

32. Interested Quality Investors may conduct due diligence on the Syndicate Lead Investor and/or the Start-up. Quality Investors use their own judgment whether to invest in a syndicate.

33. Neither ALA nor the Syndicate Lead Investor nor the Start-up:

a. provide specific recommendations or advice to particular Quality Investors about the suitability of an investment in a Start-up through an SPE; or

b. recommend or solicit any particular purchase or sale by a Quality Investor of an SPE's securities.

34. Interested Quality Investors may submit non-binding requests for additional information through the Platform to either the Start-up or Syndicate Lead Investor about the Start-up that is being syndicated.

35. If there is sufficient interest to proceed with closing a syndicate investment, ALA establishes a special purpose entity (SPE) to accept the funds from committed investors and to acquire the Start-up's securities. The SPE formed to invest in the Start-up is required under U.S. securities law to have 99 or fewer investors (which may be increased to 250 in certain circumstances). For investments in Eligible Canadian Start-ups, for tax reasons Canadian investors may be, but need not be, aggregated into a parallel Canadian SPE. If used, a parallel Canadian SPE will otherwise invest on identical terms and conditions to a standard SPE.

36. ALA conducts a review of each Start-up's constating documents and Closing Documents (as defined in paragraph 54) to ensure they are consistent with the information in the Profile and the syndicate investor note, the results of any background reviews and any accompanying materials or information provided to it by an investor, the Syndicate Lead Investor and/or the Start-up and determines if the Closing Documents are complete, consistent and not misleading. If it appears to ALA that the Closing Documents are incomplete, inconsistent or misleading, ALA will require the Closing Documents to be corrected, made complete, or clarified.

37. For their role in a syndicate, ALA and the Syndicate Lead Investor will only receive compensation equal to a portion of the increase in value, if any, of the investment as calculated at the termination of the investment in the SPE (the Syndicate Carried Interest), and will not receive any transaction-based compensation. None of the Filers, the Syndicate Lead Investor, nor any of their officers or directors receive any other form of commission or transaction-based compensation related to the Restricted Services, including the Syndicate Services.

38. From October 24, 2016 (being the date when ALA became registered in Ontario) to the date of this Decision, approximately 3,400 Start-ups have raised capital from a syndicate on the platform pursuant to the terms and conditions of the Initial Ontario decision and the Prior CSA Decisions. The Filers are in compliance with all of the terms and conditions of the Prior CSA Decisions.

Microfund Services

39. Microfunds can be formed by an investor who intends to invest in a portfolio of Start-ups over a specified period and who wishes to make those investment opportunities available to other investors (co-investors) on the same terms and conditions, and who has been reviewed and approved by ALA as described in paragraphs 79 to 87 (a Microfund Lead Investor).

40. A Microfund Lead Investor requests approval from ALA to establish the microfund.

41. ALA reviews the request from the Microfund Lead Investor and determines whether to allow the Microfund Lead Investor to form a microfund. In reviewing a request to form a microfund, ALA reviews the Microfund Lead Investor and the proposed microfund for all of the following features:

a. The Microfund Lead Investor has been reviewed and approved by ALA as described in paragraphs 79 to 87;

b. The Microfund Lead Investor is a Credible Investor;

c. The Microfund Lead Investor is investing his or her own money in or alongside the microfund;

d. That any conflicts of interest that the Microfund Lead Investor might have in relation to the microfund are clearly articulated such that they can be appropriately disclosed to Quality Investors;

e. The investment thesis for the microfund; and

f. Whether, in ALA's opinion, the microfund is likely to appeal to Quality Investors.

42. Microfunds can invest in any technology Start-up identified by the Microfund Lead Investor that in the opinion of ALA is consistent with the microfund's investment thesis. The Filers have other policies and operational limitations that result in restrictions on certain types of investments being made by microfunds.

43. If ALA grants approval to form a microfund, the Microfund Lead Investor completes and posts an investor note (the microfund investor note) about the microfund on the restricted area of the Platform. The microfund investor note contains factual information about the Microfund Lead Investor's background, the microfund's investment thesis, the expected investment period, average deal size to be made in a start-up by the microfund and any conflicts of interest between the microfund lead investor and the microfund.

44. Interested Quality Investors may conduct due diligence on the Microfund Lead Investor. Quality Investors use their own judgment as to whether to invest in a microfund.

45. Neither ALA nor the Microfund Lead Investor nor any Start-up:

a. recommends to, or advises Quality Investors about the suitability of, an investment in a microfund; or

b. recommends or solicits any particular purchase or sale by a Quality Investor of a microfund's securities.

46. Interested Quality Investors may submit requests for additional information through the Platform to the Microfund Lead Investor about the microfund.

47. If there is sufficient interest to proceed with closing a microfund, ALA establishes a limited partnership or limited liability company (LLC) to accept the subscription funds from committed investors, and investors are issued limited partnership or LLC interests of the microfund in exchange for those funds. Subscription funds are deposited with the U.S. bank referred to in paragraphs 57 and 58.

48. When the Microfund Lead Investor wants to make an investment from the microfund into a specific Start-up, the Microfund Lead Investor informs ALA. ALA will verify that the investment conforms with the investment thesis and reviews any conflicts of interest the Microfund Lead Investor may have in relation to the investment. ALA will ensure that all required documents relating to the investment are provided to investors. Once ALA approves the investment, the U.S. bank referred to in paragraphs 57 and 58 will wire the required funds to the Start-up.

49. For their role in a microfund, ALA and the Microfund Lead Investor will only receive compensation equal to a portion of the increase in value, if any, of the investment as calculated at the termination of the investment in the microfund (the Microfund Carried Interest) and, in certain instances, a customary management fee (from 1 -- 3%), split between ALA and the Microfund Lead Investor. None of the Filers, the Microfund Lead Investor, nor any of their officers or directors receive any other form of commission or transaction-based compensation related to the Microfund Services.

50. Each microfund has a common general partner or LLC manager that is supported in carrying out its duties by the Microfund Lead Investor. The Microfund Lead Investor contributes to the Start-ups that receive microfund investments in a similar manner to that of early-stage Canadian venture capital funds. This generally includes direct involvement in the appointment of managers by using the Microfund Lead Investor's network of contacts to source, recruit, vet and provide references for members of senior management of the Start-up, as well as key members of the Start-up's product development, business development or technology teams. The Microfund Lead Investor also represents the microfund in material management decisions affecting the Start-up that require the input of the Start-up's principal investors. At the early stage material decisions of this nature generally include whether to support financings, uses of capital and any material business decisions, and in later stages decisions requiring investor consent are usually formalized in protective contractual provisions.

Procedures Common to Syndicates and Microfunds

51. ALA has engaged an affiliated consulting and fund administration firm (the SPE/Microfund Manager) to provide administrative services in relation to the SPEs and microfunds on terms no less favorable than those available from an arms' length firm. On behalf of ALA, the SPE/Microfund Manager handles the formation and organization of each SPE and microfund, certain closing procedures for the investments, securities filings, ongoing administration, and winding up the SPE or microfund where applicable.

52. The first time a Quality Investor invests with a syndicate or microfund, prior to closing of that syndicate or microfund, the Quality Investor is asked to confirm his or her interest in investing in Start-ups generally, and to acknowledge a series of risk warnings including warnings as to risk of total loss of the investment, illiquidity of the securities and dilution risk, and the need for the Quality Investor to conduct his or her own due diligence on the Start-up or microfund, as applicable. Detailed risk warning acknowledgements are not obtained from Quality Investors on subsequent investments; however, certain risks are acknowledged upon each Quality Investor's acceptance of the provisions of the Closing Documents.

53. For each syndicate or microfund, prior to closing that syndicate or microfund, the Quality Investor is also asked to reconfirm his or her accredited investor status. If a Quality Investor indicates that his or her status has changed such that he or she is no longer an accredited investor, the investor is not permitted to invest with the syndicate or microfund and is not permitted to access the restricted area of the Platform. Quality Investors electronically agree to and sign the SPE or microfund Closing Documents on the Platform and are provided with wire instructions for their investment amounts.

54. After a Quality Investor commits to making an investment with a syndicate or microfund, the Quality Investor receives the following:

a. in the case of a syndicate, the SPE's operating or limited partnership agreement, the SPE's private placement memorandum, the subscription or purchase agreement for the purchase of securities of the SPE, an investor statement (which is a screen confirming how much the Quality Investor invested in the SPE and the corresponding investment by the SPE in the Start-up as of the specific date), a signature certificate (which is a screen showing the investor that documents have been digitally signed and a digital fingerprint provided for security reasons) and the syndicate investor note; or

b. in the case of a microfund, the microfund's operating, limited partnership or LLC agreement (as applicable), the microfund's private placement memorandum, the subscription or purchase agreement for the purchase of securities of the microfund, an investor statement (which is a screen confirming how much the Quality Investor invested in the microfund), a signature certificate (which is a screen showing the investor that documents have been digitally signed and a digital fingerprint provided for security reasons) and the microfund investor note.

The documents referred to above are the Closing Documents. The SPE/Microfund Manager will retain the Closing Documents for eight years.

55. Either the Filers or SPE/Microfund Manager will deliver electronically to the securities regulatory authority of each jurisdiction of Canada where a distribution occurs, any of the documents that constitute an offering memorandum (as defined under the Legislation). In the case of a syndicate, the Filers will inform the Start-up that the Start-up must deliver electronically to the securities regulatory authority of each jurisdiction of Canada where a distribution occurs a copy of any document that constitutes an offering memorandum (as defined under the Legislation) that has not already been delivered.

56. Prior to closing a syndicate or microfund, ALA uses a third-party service (such as Blockscore or Jumio) to verify the identity of each Quality Investor. ALA also runs anti-money laundering and terrorist financing checks. The verification process and anti-money laundering and terrorist financing checks are performed on both individual and non-individual Quality Investors (entities). For non-individual Quality Investors, the Filers contact the investor by email to determine the identity of the individual principal(s) of the Quality Investor. AML and terrorist financing checks are performed through a politically exposed person (PEP) list and/or Office of Foreign Assets Control (OFAC) list search. Similar verification processes and checks will be performed for Canadian investors.

57. Neither the Filers nor the SPE nor the microfund holds, handles or controls any investor or Start-up funds. The funds are held by and deposited in a single trust account that has been established by a FDIC-member U.S. bank in the name of the bank for the benefit of investors investing through the Platform or, depending on the size of the syndicate or microfund and other considerations, a separate account in the name of the bank for the benefit of investors in the particular fund. The Filers do not intermingle their own monies in these accounts.

58. Once all expected funds have been received by the bank, the bank notifies ALA. ALA then issues advice to the bank to initiate funds transfer to the Start-up or, in the case of microfunds, ALA issues advice to the bank to initiate funds transfer to a Start-up when the applicable investment has been approved.

59. All Quality Investors in a syndicate are notified electronically that the investment by the SPE in the Start-up is finalized and to provide them with a copy of the final Closing Documents. Investors in microfunds are notified electronically from time to time that investments have been made by the microfund.

60. The Filers will utilize the same bank and procedures for investments in Eligible Canadian Start-ups completed on the Platform. Although initially the Platform will only support transactions denominated in U.S. dollars, the Filers plan to support transactions in Canadian dollars and utilize Canadian banking services as required for transactions in Canadian dollars.

61. Quality Investors have access to an individual account on the Platform where they may view information about the transaction and access copies of the Closing Documents. The Closing Documents will be retained and made available to Quality Investors through the Platform for at least eight years.

62. ALA requires that each investor in a syndicate or microfund pay a portion of the costs associated with the closing of the syndicate or microfund investment (such as legal fees) in proportion to the investor's investment.

63. Neither the syndicate nor the SPE or microfund, as applicable, borrows funds from investors or the public for any reason. The syndicate, the SPE or microfund, as applicable, and the Filers do not loan money or extend margin to investors that wish to invest in a Start-up as part of a syndicate or microfund.

64. The Filers do not facilitate any secondary trading of previously issued securities, whether originally issued to the members of a syndicate, the investors in a microfund or otherwise.

Professional Investor Program

65. ALA is involved with a number of syndicates in which the Start-up does not wish to disclose publicly that it is seeking funding (the Private Syndicates).

66. These Private Syndicates are only made available to Quality Investors who:

a. intend to invest a substantial amount, which will be specified by ALA from time to time (but in any event over USD$600,000), in syndicates through the Platform;

b. invest a substantial average amount to be specified by ALA from time to time (but in any event will be, on average, at least USD$50,000 per month) in syndicates;

c. sign a non-disclosure agreement with ALA; and

d. are able to make investment decisions in a timely manner.

67. ALA has automated functionality that matches certain Private Syndicates with the Quality Investor's selected objective criteria, based on filters that the Quality Investor selected when the Quality Investor signed up for the Professional Investor Program.

68. ALA provides the list of Private Syndicates to the Quality Investor.

69. The Quality Investor conducts his or her own due diligence on the Start-up or the Private Syndicate.

70. The Quality Investor will make his or her own decision as to which Private Syndicate to invest in. The same investment procedures that are used for a typical syndicate also apply to a Private Syndicate.

71. There are no fees for participating in the Professional Investor Program.

Participants

Investors

72. When opening an account with AngelList to seek ALA's approval for Quality Investor status, each investor provides the Filers with the category of accredited investor the investor meets, which for Canadian investors will correspond to the definition of accredited investor in Canadian securities legislation. In addition, the Filers request that each investor provides the following information when opening an account:

a. The amount the investor has budgeted for investing in Start-ups on the Platform;

b. The investor's net worth band (e.g., > $1 million, > $2 million, > $5 million, with currency being denominated in U.S. dollars). For Canadian investors, bands are denominated in Canadian dollars;

c. The proportion of the investor's net worth that the investor's budget for investing in Start-ups represents; and

d. The investor's experience in investing in Start-ups or working for or with private equity firms and venture capital firms and the investor's connection to other investors and Start-ups on the Platform.

The above-listed information, to the extent provided by an investor, is retained on the Platform by the Filers for eight years.

73. In addition to providing the information in paragraph 72, each investor acknowledges the following risks associated with investing in Start-ups generally when signing up to access the Public Services and Restricted Services:

a. Risk of loss of an investor's entire investment in a Start-up;

b. Illiquidity risk;

c. No due diligence of a Start-up is conducted by the Filers;

d. Dilution risk;

e. Risk of change in the Start-up's plans, markets and products; and

f. No recommendation or advice is provided by the Filers to the investor.

In addition:

g. Prior to making an investment, the investor must acknowledge that he or she will receive limited or no initial or ongoing information about the investment; and

h. The syndicate investor note or microfund investor note (as applicable) will disclose any conflicts of interest that may exist.

The above-listed information is retained on the Platform or by ALA for eight years.

74. To determine if an investor is a Quality Investor, ALA manually conducts an assessment of each investor's experience and knowledge with respect to venture capital and angel investing based upon available information about the investor, which may include the following information:

a. The investor's previous venture capital and angel investments and the size of those investments (as declared by the investor or otherwise known to ALA);

b. The investor's connections to other founders and investors (as reflected on his or her profile on the Platform or other websites), and ALA's assessment of those founders and investors; and

c. ALA's judgement about an investor's previous venture capital and angel investing experience with other top investors and the investor's reputation.

75. If, based on ALA's assessment, an investor does not have sufficient experience and knowledge with respect to venture capital and angel investing, ALA will not approve the investor as a Quality Investor. In order to access the Restricted Services an investor (other than a Direct Investor) must first be approved as a Quality Investor.

76. Syndicate Lead Investors and Microfund Lead Investors may allow certain investors (Direct Investors) who ALA has not yet approved as Quality Investors to access and invest in such Syndicate Lead Investor's and Microfund Lead Investor's investments provided that:

a. the Syndicate Lead Investor or Microfund Lead Investor, as applicable, acknowledges that:

(1) the Syndicate Lead Investor or Microfund Lead Investor, as applicable, has a substantive pre-existing relationship with such Direct Investor sufficient to understand the Direct Investor's knowledge and experience in investing with venture capital and angel investing;

(2) the Syndicate Lead Investor or Microfund Lead Investor, as applicable, believes, in good faith, that such Direct Investor is a Quality Investor; and

b. such Direct Investor provides ALA with the category of accredited investor the Direct Investor meets, which for Canadian investors will correspond to the definition of accredited investor in Canadian securities legislation, prior to making an investment on the Platform.

A Direct Investor may not access through the Restricted Services investments of any Syndicate Lead Investor or Microfund Lead Investor other than the one that directly invited them to the Platform until such Direct Investor requests access to the Restricted Services (following the process for investors who are not Direct Investors) and is approved by ALA as a Quality Investor. ALA will periodically review Direct Investors who subsequently apply for access to the Restricted Services to assess whether the Syndicate Lead Investor or Microfund Lead Investor, as the case may be, is inviting Direct Investors who are Quality Investors. ALA is not delegating or relying on the lead investor to ensure that the Direct Investor has sufficient experience in venture capital and angel investing and remains responsible for ensuring Direct Investors are Quality Investors. If it comes to ALA's attention that, contrary to the acknowledgement, a Syndicate Lead Investor or a Microfund Lead Investor is allowing Direct Investors who are not Quality Investors to access and invest in such Syndicate Lead Investor's and Microfund Lead Investor's investments, ALA will take actions to address the violation.

77. ALA may, in lieu of manual reviews described in Paragraph 74, elect to use computer algorithms to programmatically rank investors based on the information provided by the investor and approve as Quality Investors only investors that achieve a minimum ranking as established by ALA from time to time.

78. In Canada, Accredited Investors that are not Quality Investors will not be permitted to invest as part of a syndicate or microfund through the Platform and will not be permitted access to the Restricted Services.

Lead Investors

79. Only Accredited Investors can apply to be Syndicate Lead Investors or Microfund Lead Investors. ALA retains the right and full discretion to determine whether a person may act as a Syndicate Lead Investor or Microfund Lead Investor.

80. ALA reviews a potential Syndicate Lead Investor or Microfund Lead Investor for previous experience related to venture capital and angel investing by reviewing the Syndicate Lead Investor's or Microfund Lead Investor's activity on relevant social media and other websites (such as Crunchbase and Google), if such information is available. If a Syndicate Lead Investor or Microfund Lead Investor does not have social media presence to review, ALA will assess the information personally known to ALA staff and obtained through conversations with the Syndicate Lead Investor or Microfund Lead Investor, as the case may be, and with other sources.

81. ALA also reviews references provided by each Syndicate Lead Investor or Microfund Lead Investor related to his or her prior Start-up investments.

82. In addition to the qualifications outlined in paragraphs 80 and 81, Microfund Lead Investors must: (i) invest their own money into or alongside the microfund and (ii) clearly disclose any conflicts they might have to the microfund and clearly articulate what part of their deal flow will go through the microfund. Each Microfund Lead Investor must also be determined by ALA to be a Credible Investor.

83. In the case of syndicates, if ALA is not satisfied that a Syndicate Lead Investor has sufficient knowledge and experience related to Start-up and/or venture capital investing, ALA will also consider whether there is a Credible Investor involved in the syndicate and who is investing on the same terms and conditions as the investors in the syndicate.

84. Where ALA approves a Syndicate Lead Investor to form a syndicate or a Microfund Lead Investor to form a microfund, ALA requires each Syndicate Lead Investor or Microfund Lead Investor, as applicable, to sign an agreement with ALA. For so long as the Syndicate Lead Investor has an interest in the Start-up that the Syndicate Lead Investor has syndicated or the Microfund Lead Investor has an interest in the microfund, this agreement requires, among other things, the Syndicate Lead Investor or Microfund Lead Investor:

a. to assist ALA and the SPE/Microfund Manager as necessary to allow ALA and the SPE/Microfund Manager to comply with applicable regulatory requirements pertaining to the syndicate or the microfund and the syndicate's or microfunds' investment in the Start-up,

b. to provide ALA with information about the Start-ups invested in by the syndicate or microfund as required by ALA or the SPE/Microfund Manager to service the syndicate or the microfund, and

c. to provide ALA with written notice of certain events, including subsequent investment in the Start-up by the Syndicate Lead Investor or Microfund Lead Investor, sale or transfer of the Syndicate Lead Investor's or Microfund Lead Investor's securities in the Start-up, and how the Syndicate Lead Investor or Microfund Lead Investor has voted.

In the event the Syndicate Lead Investor or Microfund Lead Investor, as applicable, fails to comply with the agreement, ALA will take action for the breach, including terminating its agreement with a Syndicate Lead Investor or a Microfund Lead Investor where there is a material violation of the conditions of this Decision.

85. Syndicate Lead Investors and Microfund Lead Investors are required to disclose all conflicts of interest to ALA and to potential Quality Investors (including Direct Investors). Conflicts of interest that must be disclosed include whether the Syndicate Lead Investor or Microfund Lead Investor invested in a previous round of financing by the Start-up or a prospective portfolio company of the microfund, is an employee or officer of the Start-up or a prospective portfolio company of the microfund, or has family members working at the Start-up or a prospective portfolio company of the microfund, and any other circumstances judged by ALA to constitute conflicts or potential conflicts.

86. A Syndicate Lead Investor invests either directly with the Start-up or alongside other investors in the syndicate on the same terms and conditions as the investors in the syndicate. A Microfund Lead Investor invests directly in the microfund or alongside the microfund on the same terms and conditions as the investors in the microfund.

87. Prior to the closing of the syndicate or the microfund, ALA conducts a background check on the Syndicate Lead Investor or Microfund Lead Investor as applicable (through a third party service provider), including criminal record, securities regulatory, AML, terrorist financing, and economic and political sanctions watch-lists. In addition, similar background checks are conducted annually on Syndicate Lead Investors and Microfund Lead Investors. ALA conducts and maintains third-party background checks on the individuals at ALA who act as officers and directors of the SPE.

Start-ups

88. ALA conducts background reviews on the Start-up that a syndicate invests in and each founder (which generally includes the president or chief executive officer) of such Start-up before the close of a syndicate.

89. ALA conducts these background reviews on the Start-up that a syndicate invests in and such Start-up's founders by utilizing internet search engines and other online resources for evidence of: criminal record, securities regulatory, AML terrorist financing, and economic and political sanctions watch-lists.

90. The Microfund Lead Investor performs due diligence on each Start-up and its founders in which the microfund invests.

91. ALA does not permit a syndicate to close, if any of the Start-up, its president or chief executive officer has pled guilty to or has been found guilty of an offence related to or has entered into a settlement agreement in a matter that involved fraud or securities violations or if the Start-up is bankrupt.

Additional Requirements

92. Canadian investors will only be permitted to invest in a Start-up that seeks to raise capital through a syndicate and in microfunds in one of the following circumstances:

a. Permitted Clients. Canadian investors who qualify as permitted clients (as defined in section 1.1 of NI 31-103) and who waive the requirement for ALA to conduct a suitability assessment, in accordance with subsection 13.3(4) of NI 31-103, may (i) invest in any syndicate on the Platform, (ii) invest in any microfund on the Platform and (iii) participate in the Professional Investor Program.

b. The Start-up, or the Start-ups in a particular microfund, is participating in or within the past 24 months has successfully completed an Approved Incubator Program. Canadian Quality Investors may invest in (i) syndicates in which the Start-up is an Eligible Canadian Start-up that is participating in or has successfully completed an Approved Incubator Program, or (ii) microfunds that only invest in Eligible Canadian Start-ups that are participating in or have successfully completed an Approved Incubator Program.

c. Other Start-ups or microfunds -- Subject to limits on the number of Canadian Quality Investors. Over the period commencing on March 27, 2017 and ending on the expiry of the Decision up to a maximum of 1,000 Canadian Quality Investors may invest with one or more syndicates or microfunds that meet one of the following criteria.

(1) For Syndicates:

(a) The founder of the Start-up is an Experienced Founder.

(b) Either the Syndicate Lead Investor of the syndicate or at least one investor in the Start-up that the syndicate is investing in, other than the Syndicate Lead Investor, is a Credible Investor, and the syndicate is investing in the Start-up on the same terms and conditions as the Credible Investor.

(c) The Start-up has, within the previous three years, received funding from a federal, state, provincial or territorial government program that supports small business or Start-ups as part of its mandate, such as Business Development Bank of Canada, BDC Capital, the Investment Accelerator Fund, Ontario Centres of Excellence, the Federal Economic Development Agency for Southern Ontario and Investissement Québec.

(2) For microfunds: The Microfund Lead Investor is a Credible Investor and invests in or alongside the microfund on the same terms as the other microfund investors.

Decision

The Principal Regulator is satisfied that the Decision meets the tests set out in the Legislation for the Principal Regulator to make the Decision.

The decision of the Principal Regulator under the Legislation is that the Prior Prospectus Decision with respect to the Prior CSA Decision is repealed and the Prospectus Relief Sought is granted, provided that all of the following conditions are met:

1. The Filers have their head office or principal place of business in the U.S. or Canada.

2. The Filers are in compliance with the no action letter relating to broker-dealer registration issued to them by the SEC dated March 28, 2013 and the no action letter has not been modified or revoked.

3. ALA is an exempt reporting adviser in the U.S.

4. The Filers ensure that securities are only distributed to investors in Canada in accordance with the terms, conditions, restrictions and requirements applicable to the accredited investor exemption as set out in Canadian securities legislation, except the requirements in subsections 2.3(6) and (7) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) to obtain and retain a signed risk acknowledgement in the prescribed form.

5. For each distribution by an SPE or microfund made in reliance on this Decision, either ALA, or the SPE/Microfund Manager on behalf of ALA, will file a completed Form 45-106F1 Report of Exempt Distribution (Form 45-106F1) in each jurisdiction of Canada where the distribution takes place within 10 days of the date of the distribution and will reference the accredited investor exemption as set out in section 2.3 of NI 45-106 as the "Exemption relied on" in Schedule 1 of Form 45-106F1.

6. For each distribution by an SPE or microfund made in reliance on this Decision, if an offering memorandum (as defined under the Legislation) is provided by the SPE to investors resident in a jurisdiction of Canada, either ALA or the SPE/Microfund Manager will deliver to the securities regulatory authority of each jurisdiction of Canada where the distribution occurs, a copy of the offering memorandum, or any amendment to a previously delivered offering memorandum, within 10 days of the date of the distribution.

7. For each distribution by an SPE or microfund made in reliance on this Decision, if an offering memorandum (as defined under the Legislation) is provided by the SPE or microfund to investors resident in a jurisdiction of Canada, ALA will ensure that the SPE or microfund provides to investors resident in a jurisdiction of Canada a contractual right of action against the SPE or microfund for rescission or damages that:

(a) Is available to an investor who purchases a security offered by the offering memorandum during the period of distribution, if the offering memorandum contains a misrepresentation, without regard to whether the purchaser relied on the misrepresentation

(b) Is enforceable by the investor delivering notice to the SPE or microfund:

(c) In the case of an action for rescission, within 180 days after the date of the transaction that gave rise to the cause of action, or

(d) In the case of an action for damages, before the earlier of

(e) 180 days after the investor first had knowledge of the facts giving rise to the cause of action, or

(f) three years after the date of the transaction that gave rise to the cause of action

(g) Is subject to the defence that the investor had knowledge of the misrepresentation

(h) In the case of an action for damages, provides that the amount recoverable

(i) must not exceed the price at which the security was offered, and

(j) does not include all or any part of the damages that the SPE or microfund proves does not represent the depreciation in value of the security resulting from the misrepresentation, and

(k) Is in addition to, and does not detract from, any other right of the purchaser.

8. The first trade in securities distributed in reliance on this Decision will be deemed to be a distribution that is subject to section 2.5 of National Instrument 45-102 Resale of Securities.

9. The Filers ensure that

(a) the accredited investor status of each investor is verified when the investor first signs up to the Platform and verified again when the investor makes any investment through the Platform,

(b) prior to closing of the first syndicate or microfund in which an investor invests, the investor acknowledges the risks as described above in paragraph 52, and

(c) upon signing up to access the Restricted Services, the investor acknowledges the risks as described above in paragraph 73.

10. The Filers limit access to the Restricted Services to Quality Investors, subject to the limitations applicable to Direct Investors described in paragraph 76.

11. The Filers will immediately remove an investor from being able to access the Restricted Services if it knows or suspects that the investor is not an accredited investor (as defined in section 73.3(1) of the Act and NI 45-106).

12. The Filers ensure that Canadian investors invest in syndicates or microfunds through the Platform in accordance with paragraph 92.

13. The Approved Incubator Programs are NEXT Canada (previously known as The Next 36), Creative Destruction Lab, York Entrepreneurship Development Institute's (YEDI) Incubator Track, Ontario Centres of Excellence's (OCE) Market Readiness Program, Launch Academy, UTEST and any other Approved Incubator Program from time to time.

14. ALA notifies the Principal Regulator in writing at least 10 business days prior to any material change in either Filers' business operations or business model, including any material addition to or material modification to the Restricted Services.

15. The Filers notify the Principal Regulator promptly in writing of any regulatory action, criminal charges, or material civil actions initiated after the date of this Decision in respect of the Filers or any specified affiliate (as defined in Form 33-109F6 Firm Registration) of the Filers.

16. This Decision shall expire on September 30, 2021.

The further decision of the Principal Regulator is that the Prior Registration Decision with respect to the Prior CSA Decision is repealed and the Registrant Obligations Relief Sought is hereby granted, provided that all of the following conditions are met:

1. The Filers comply with the terms and conditions of the Decision with respect to the Prospectus Relief Sought.

2. Unless otherwise exempted by a further decision of the Principal Regulator, ALA complies with all of the terms, conditions, restrictions and requirements applicable to a registered dealer and to a registered individual under Canadian securities laws, including the Act and NI 31-103, and any other terms, conditions, restrictions or requirements imposed by a securities regulatory authority or regulator on ALA.

3. The Filers will deal fairly, honestly and in good faith with Participants.

4. The Filers, any representatives of the Filers, any Syndicate Lead Investors, any Microfund Lead Investors and any Start-ups do not provide recommendations or advice to any investor or prospective investor on the Platform.

5. The Filers ensure Syndicate Lead Investors of a syndicate invest in the Start-up on the same terms and conditions as the syndicate, and that the Microfund Lead Investors of a microfund invest in or alongside the microfund on the same terms and conditions as investors in the microfund.

6. The Filers ensure that any Start-up that raises capital in Canada through the Platform is not an investment fund and not a reporting issuer.

7. Neither ALA nor any Syndicate Lead Investor nor any Microfund Lead Investor will solicit investors, aside from the Restricted Services of the Platform itself.

8. Neither the Filers nor the SPE nor the microfund holds, handles or controls any investor or Start-up funds.

9. Neither Filers permit any secondary trading of previously issued securities to take place on the Platform.

10. The only compensation that ALA, the Syndicate Lead Investor or the Microfund Lead Investor receive for their role in a syndicate or microfund is (i) Syndicate Carried Interest or Microfund Carried Interest as applicable, and (ii) in the case of certain microfunds, a maximum 1%-3% management fee payable to the Microfund Lead Investor and/or ALA, and such compensation is disclosed to investors. None of the Filers, the Syndicate Lead Investor, the Microfund Lead Investor nor any of their officers or directors receive any other form of commission or transaction-based compensation related to the Restricted Services, including the Syndicate Services or the Microfund Services.

11. ALA will disclose any conflicts of interest as described in paragraph 73(h) to investors in the syndicate or microfund.

12. The Filers will immediately remove a Start-up from the Platform, and the posting of any syndicate in relation to such Start-up, and will prevent any microfund from investing in a Start-up if:

a. Either Filer makes a good faith determination that the business of the Start-up may not be conducted with integrity because of the past or current conduct of the Start-up or of the Start-up's directors, executive officers or promoters; and

b. Either Filer becomes aware that the Start-up is not complying with applicable securities legislation.

13. The Filers will not permit Canadian Quality Investors to invest in microfunds that have been formed to invest primarily in: crypto-assets.

14. The Filers will immediately remove any Participant from the Platform or prohibit any person or company from accessing the restricted area of the Platform at the request of the Principal Regulator.

15. In addition to any other reporting required by law, including Form 45-106F1 Report of Exempt Distribution, the Filers provide the following information to the Principal Regulator within 30 days of the end of June and December:

a. For syndicates:

• The name of each Start-up that has raised capital in Canada through a syndicate on the Platform, and

• the name of the associated SPE(s).

b. For microfunds:

• The number of microfunds established in the quarter in Canada and the name of the associated SPE(s),

• The number of microfunds that deployed cash in Canada in the quarter and the amount invested in Start-ups in total,

• A list of those microfunds that invested solely in Eligible Canadian Start-ups and the names of the Approved Incubator Programs each Start-up participated in, and

• The total number of Canadian investors who invested in microfunds in the quarter (pursuant to this Decision).

c. The number of Canadian Accredited Investors that applied during the quarter to be approved as Quality Investors and the number who were approved by ALA as Quality Investors.

16. The Filers will provide such other information as the Principal Regulator may reasonably request from time to time.

17. This Decision shall expire on September 30, 2021.

18. This Decision may be amended by the Principal Regulator from time to time upon prior written notice to the Filers.

Accelerate Financial Technologies Inc.

Headnote

NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption granted to an investment fund from margin deposit limit contained in paragraphs 6.8(1) and 6.8(2)(c) of National Instrument 81-102 to invest in specified futures -- the Filer will use dealers in Canada and the United States -- conditional on the amount of margin deposited does not exceeding 35% of the net assets of the fund with any one dealer and 70% of the net assets of the funds on all margin deposited with all dealers being held in segregated accounts.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1

Citation: Re Accelerate Financial Technologies Inc., 2021 ABASC 29

March 17, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF ACCELERATE FINANCIAL TECHNOLOGIES INC. (the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) on behalf of Accelerate Bitcoin Fund (the Fund) to exempt the Fund from:

(a) section 6.8(1) of National Instrument 81-102 Investment Funds (NI 81-102), which restricts an investment fund from depositing portfolio assets as margin with a member of a regulated clearing agency or dealer that is a member of a self-regulatory organization that is a participating member of the Canadian Investor Protection Fund (CIPF) for a transaction in Canada involving certain specified derivatives in excess of 10% of the net asset value (NAV) of the investment fund at the time of deposit; and

(b) section 6.8(2)(c) of NI 81-102, which restricts an investment fund from depositing portfolio assets as margin with a member of a regulated clearing agency or dealer for a transaction outside of Canada involving certain specified derivatives in excess of 10% of the NAV of the investment fund as at the time of deposit;

to permit the Fund to deposit as margin portfolio assets of up to 35% of the Fund's NAV as at the time of deposit with any one futures commission merchant in Canada or the United States (each a Dealer) and up to 70% of the Fund's NAV as at the time of deposit with all Dealers in the aggregate, in each case for transactions in standardized futures (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in NI 81-102, National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

Representations

This decision is based on the following facts represented by the Filer:

Background Facts

The Filer

1. The Filer is registered as an adviser in the category of portfolio manager, as a dealer in the category of exempt market dealer and as an investment fund manager under the securities legislation of each of Alberta and Ontario. The Filer's head office is in Calgary, Alberta.

2. The Filer will be the investment fund manager and portfolio manager of the Fund. The Filer is not in default of applicable securities legislation in any of the provinces or territories of Canada.

The Fund

3. The Fund is an exchange-traded alternative mutual fund established under the laws of the Province of Ontario and is governed by the provisions of NI 81-102, subject to any relief therefrom granted by the securities regulatory authorities.

4. The Fund is not in default of applicable securities legislation in any of the provinces or territories of Canada.

5. Units of the Fund is offered pursuant to a long form prospectus and ETF facts prepared in accordance with National Instrument 41-101 General Prospectus Requirements.

6. The Fund is a reporting issuer in each of the provinces and territories of Canada.

7. The investment objective of the Fund is to seek to provide investors with exposure to the performance of bitcoin by investing in derivatives that provide exposure to bitcoin.

8. To seek to achieve its investment objective, the Fund will invest directly in bitcoin futures contracts (Bitcoin Futures) traded on the Chicago Mercantile Exchange. In the future, the Fund may invest in Bitcoin Futures traded on other exchanges.

9. The investment strategies of the Fund will, except to the extent that the Requested Relief is granted and other exemptive relief is applicable, be limited to the investment practices permitted by NI 81-102. The Fund will not use leverage.

10. The Filer is authorized to establish, maintain, change and close brokerage accounts on behalf of the Fund. In order to facilitate transactions in Bitcoin Futures on behalf of the Fund, the Filer will establish one or more accounts (each an Account) with one or more Dealers.

11. Each Dealer in the United States (each a U.S. Dealer) is regulated by the Commodity Futures Trading Commission (the CFTC) and the National Futures Association (the NFA) in the United States and is required to segregate all assets held on behalf of clients, including the Fund. Each U.S. Dealer is subject to regulatory audit and must have insurance to guard against employee fraud. Each U.S. Dealer has a net worth, determined from is most recent audited financial statements, in excess of the equivalent of C$50 million. Each U.S. Dealer has an exchange assigned to it as its designated self-regulatory organization (the DSRO). As a member of a DSRO, each U.S. Dealer must meet capital requirements, comply with the conduct rules of the CFTC, NFA and its DSRO, and participate in an arbitration process with a complainant.

12. The Fund initially plans to use only U.S. Dealers, however, anticipates that Dealers in Canada (Canadian Dealer) may be utilized in the future. Each Canadian Dealer will be a member of a regulated clearing agency or dealer that is a member of a self-regulatory organization that is a participating member of the CIPF.

13. Additionally, each Dealer is a member of the clearing corporations and exchanges that the standardized futures in the Fund's portfolio are primarily traded through. Each clearing corporation is obliged to apply its surplus funds and the security deposits of its members to reimburse clients of failed members.

14. A Dealer will require, for each Account, that portfolio assets of the Fund be deposited with the Dealer as collateral for transactions in Bitcoin Futures (Initial Margin). Initial Margin represents the minimum initial amount of portfolio assets that must be deposited with a Dealer to initiate trading in specified derivatives transactions or to maintain the Dealer's open position in standardized futures.

15. Levels of Initial Margin are established at a Dealer's discretion. At no time will more than 70% of the NAV of the Fund be deposited as Initial Margin with one or more Dealers in the aggregate.

16. Each Dealer is required to hold all Initial Margin, including cash and government securities, in segregated accounts and the Initial Margin will not be available to satisfy claims against the Dealer made by creditors of the Dealer.

Reasons for the Requested Relief

17. The use of Initial Margin is an essential element of investing in Bitcoin Futures for the Fund.

18. The Requested Relief would allow the Fund to invest in standardized futures more extensively with any one Dealer, which would allow the Fund to pursue its investment strategies more efficiently and flexibly.

19. Opening Accounts and transacting with multiple Dealers adds complexity and cost to the management of the Fund. Using fewer Dealers will considerably simplify the Fund's investment and operations and will reduce the cost of implementing the Fund's strategy. Using fewer Dealers also simplifies compliance and risk management, as monitoring the data, controls and policies of a smaller number of Dealers is less complex.

20. Each of the Decision Makers is satisfied that it would not be prejudicial to the public interest for the Requested Relief to be granted.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:

(a) the Fund shall only use Initial Margin such that the amount of Initial Margin held by any one Dealer on behalf of the Fund does not exceed 35% of the net assets of the Fund, taken at market value as at the time of the deposit;

(b) the Fund shall only use Initial Margin such that the amount of Initial Margin held by Dealers in aggregate on behalf of the Fund does not exceed 70% of the net assets of the Fund, taken at market value as at the time of the deposit; and

(c) all Initial Margin deposited with any Dealer is and will be held in segregated accounts and is not, and will not be available to satisfy claims against such Dealer made by creditor of the Dealer.

Vanguard Investments Canada Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to mutual funds for extensions of lapse dates of their prospectuses -- Filer will incorporate offering of the funds under the same offering documents when they are renewed -- Extensions of lapse dates will not affect the currency or accuracy of the information contained in the current prospectuses.

Applicable Legislative Provisions

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

March 26, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF VANGUARD INVESTMENTS CANADA INC. (the Filer) AND IN THE MATTER OF THE MUTUAL FUNDS LISTED ON SCHEDULE A HERETO (collectively, the Mutual Funds) AND IN THE MATTER OF THE EXCHANGE-TRADED MUTUAL FUNDS LISTED ON SCHEDULE A HERETO (collectively, the ETFs, and together with the Mutual Funds, the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the simplified prospectus of the Mutual Funds dated May 12, 2020 (the Current Mutual Funds Prospectus) and the time limits for the renewal of the long form prospectus of the ETFs dated January 25, 2021 (the Current ETFs Prospectus, and together with the Mutual Funds Prospectus, the Current Prospectuses) be extended to the time limits that would apply if the lapse date of the Current Mutual Fund Prospectus was September 25, 2021 and if the lapse date of the Current ETF Prospectus was July 31, 2022 (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Canadian Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the laws of the Canada with its head office located in Toronto, Ontario.

2. The Filer is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador, a portfolio manager in Ontario and Québec, a commodity trading manager in Ontario, and an exempt market dealer in each of the provinces of Canada.

3. Neither the Filer nor any of the Funds is in default of securities legislation in any of the Canadian Jurisdictions.

4. Each of the Funds is an open-ended mutual fund trust established under the laws of Ontario. Each of the Funds is a reporting issuer in each of the Canadian Jurisdictions.

5. Securities of the Mutual Funds are currently qualified for distribution in each of the Canadian Jurisdictions under the Current Mutual Funds Prospectus.

6. The lapse date of the Current Mutual Funds Prospectus is May 12, 2021 (the Current Mutual Funds Lapse Date). Accordingly, under the Securities Act (Ontario) (the Act) and National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), the distribution of securities of each of the Mutual Funds would have to cease on the Current Mutual Funds Lapse Date unless: (i) the Mutual Funds file a pro forma simplified prospectus at least 30 days prior to the Current Mutual Funds Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Current Mutual Funds Lapse Date (i.e. May 22, 2021, which being a Saturday, such filing must be done by May 24, 2021); and (iii) a receipt for the final simplified prospectus is obtained within 20 days after the Current Mutual Funds Lapse Date (i.e. June 1, 2021).

7. Securities of the ETFs are currently qualified for distribution in each of the Canadian Jurisdictions under the Current ETFs Prospectus.

8. The lapse date of the Current ETFs Prospectus is January 25, 2022 (the Current ETFs Lapse Date, and together with the Current Mutual Funds Lapse Date, the Current Lapse Dates). Accordingly, under the Act and National Instrument 41-101 General Prospectus Requirements (NI 41-101), the distribution of securities of each of the ETFs would have to cease on the Current ETFs Lapse Date unless: (i) the ETFs file a pro forma long form prospectus at least 30 days prior to the Current ETFs Lapse Date; (ii) the final long form prospectus is filed no later than 10 days after the Current ETFs Lapse Date (i.e. February 4, 2022); and (iii) a receipt for the final long form prospectus is obtained within 20 days after the Current ETFs Lapse Date (i.e. February 14, 2022).

9. Pursuant to subsections 2.6(1) and 2.6(2) of NI 81-101, the Mutual Funds must file a written consent provided by their auditor no later than May 24, 2021, 10 days after the Current Mutual Funds Lapse Date. Pursuant to subsections 10.1(1), 10.1(1.1) and 10.1(2) of NI 41-101, the ETFs must file a written consent provided by their auditor no later than February 4, 2022, 10 days after the Current ETFs Lapse Date.

10. The fiscal year-end of each of the Funds is March 31 and, pursuant to section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, the annual financial statements and auditor's report are required to be filed on or before the 90^th day after the Funds' most recently completed financial year, which for the Mutual Funds will be June 30, 2021 (the 2020 Mutual Funds Fiscal Year-End) and for the ETFs will be June 30, 2022 (the 2021 ETFs Fiscal Year-End).

11. Pursuant to section 3.1.2 of NI 81-101 and given the 2020 Mutual Funds Fiscal Year-End, the Mutual Fund's auditor will be required to review the Mutual Funds' unaudited interim financial statements for the period ended September 30, 2020. Pursuant to section 4.3(1) of NI 41-101 and given the 2021 ETFs Fiscal Year-End, the ETF's auditor will be required to review the ETFs' unaudited interim financial statements for the period ended September 30, 2021.

12. The Filer must file annual financial statements for the Mutual Funds for the 2020 Mutual Funds Fiscal Year-End by no later than June 30, 2021, which date is after the Current Mutual Funds Lapse Date. The Filer must also file annual financial statements for the ETFs for the 2021 ETFs Fiscal Year-End by no later than June 30, 2022, which date is after the Current ETFs Lapse Date.

13. Considering the time required by the auditors and resources to prepare the prospectus documents commencing from the 2020 Mutual Funds Fiscal Year-End in respect of the Mutual Funds, the Filer submits that it is unworkable to have the final simplified prospectus for the Mutual Funds filed by May 24, 2021 with the auditor's written consent, audited financial statements and auditor's report for the Mutual Funds included.

14. Considering that the 2021 ETFs Fiscal Year-End falls after the deadline for filing the final long form prospectus in respect of the ETFs (i.e. February 4, 2022), the Filer submits that it is not possible to have the final long form prospectus for the ETFs filed by February 4, 2022 with the auditor's written consent, audited financial statements and auditor's report for the ETFs included.

15. As audited financial statements will not be ready by the Current Lapse Dates, the Mutual Funds will need to incorporate by reference unaudited interim financial information (as at September 30, 2020) into the final simplified prospectus for the Mutual Funds, and the ETFs will need to incorporate by reference unaudited interim financial information (as at September 30, 2021) into the final long form prospectus for the ETFs. In order to incorporate by reference the interim unaudited financial statements into the final simplified prospectus for the Mutual Funds and the final long form prospectus for the ETFs, those interim unaudited financial statements must be reviewed by the Funds' auditor in accordance with the relevant standards set out in the Handbook of the Canadian Institute of Chartered Accountants for a review of financial statements.

16. Given that the audited financial statements of the Mutual Funds will be available no later than June 30, 2021, and the audited financial statements of the ETFs will be available no later than June 30, 2022, which is only a few weeks or months, respectively, following the filing of the final simplified prospectus for the Mutual Funds and the final long form prospectus for the ETFs pursuant to the Current Lapse Dates, this review of the interim unaudited financial statements will incur time and expenses which will only be relevant for a short period of time.

17. Extending the Current Mutual Funds Lapse Date to September 25, 2021 and the Current ETFs Lapse Date to July 31, 2022 will provide the time necessary for the Funds' auditor to complete the audit of the Mutual Funds' financial statements for the 2020 Mutual Funds Fiscal Year-End and the ETFs' financial statements for the 2021 ETFs Fiscal Year-End and provide its written consent as required by NI 81-101 in respect of the Mutual Funds, and NI 41-101 in respect of the ETFs, and enable the Filer to renew the Current Prospectuses and fund facts documents, in respect of the Mutual Funds, and ETF facts documents in respect of the ETFs, on a timeline that allows the inclusion of the most current audited financial information each year. In doing so, it will be more efficient and remove unnecessary financial burden on the Funds which is indirectly borne by the Funds' securityholders.

18. There have been no material changes in the affairs of the Funds since the dates of the Current Prospectuses, as applicable. Accordingly, the Current Prospectuses continue to provide accurate information regarding the Funds, as applicable. Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of the Funds occur, the Current Prospectuses and current fund facts document(s) in respect of the applicable Mutual Fund(s), and ETF facts document(s) in respect of the applicable ETF(s), will be amended as required under the Act.

19. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Mutual Fund(s) and/or the most recently filed ETF facts document(s) of the applicable ETF(s). The Current Prospectuses of the Funds will remain available to investors upon request.

20. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectuses or the respective fund facts document(s) of each of the Mutual Funds, and ETF facts document(s) of each of the ETFs, and will therefore not be prejudicial to the public interest.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

Schedule A

Funds

Integra Capital Limited

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- approval for change of control of manager under s. 5.5(1)(a.1) of National Instrument 81-102 Investment Funds -- transaction will not result in any material changes to operations and management of the manager or the funds it manages.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds -- ss. 5.5(1)(a.1) and 5.5(3).

December 14, 2020

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF INTEGRA CAPITAL LIMITED (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for approval pursuant to section 5.5(1)(a.1) of National Instrument 81-102 Investment Funds (NI 81-102) of a change of control of the Filer (the Approval Sought).

Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Filer and the Funds

1. The Filer is a private corporation existing under the Business Corporations Act (Ontario) having its head office in Oakville, Ontario.

2. The Filer is registered in Canada as:

(a) an investment fund manager (IFM) in each of Ontario, Québec, and Newfoundland and Labrador;

(b) a portfolio manager (PM) and exempt market dealer (EMD) in each Jurisdiction and territory, except Nunavut; and

(c) a commodity trading manager (CTM) in Ontario.

3. The Filer is wholly-owned, indirectly, by Willis Towers Watson Public Limited Company (WTW).

4. The Filer is the IFM for each of the public investment funds that are listed in Exhibit A (each a Fund and collectively, the Funds). Each of the Funds is a conventional open-end mutual fund, organized as a trust pursuant to the laws of Ontario, a reporting issuer, and subject to NI 81-102, in each Jurisdiction. The Funds were offered in the Jurisdictions by a simplified prospectus dated August 23, 2011, but the Filer permitted the prospectus to lapse on August 23, 2012. Units of the Funds are now offered exclusively through the exempt market on a private placement basis.

5. Neither the Filer, nor a Fund, is in default of applicable Canadian securities, commodity futures, or derivatives legislation in any of the Jurisdictions (collectively, Securities Legislation).

Aon Parties

Aon Ireland

6. Aon plc (Aon Ireland) is a public limited company incorporated in Ireland having its head office in Dublin, Ireland and is a tax resident of Ireland.

7. Aon Ireland is a global professional services firm that provides advice and solutions to clients focused on risk, retirement and health, delivering distinctive client value via innovative and effective risk management, and workforce productivity solutions that are underpinned by proprietary data and analytics by approximately 50,000 colleagues in 120 countries. Aon Ireland's Class A ordinary shares are currently, and will continue to be, traded on the New York Stock Exchange under the symbol "AON."

8. Aon Ireland is not registered under Securities Legislation, nor the owner, directly or indirectly, of such a firm except for Aon Investments Canada Inc. (Aon Investments) and Aon Securities Investment Management Inc. (Aon Securities).

Aon Investments

9. Aon Investments is a private corporation existing under theCanada Business Corporations Act having its head office in Toronto, Ontario.

10. Aon Investments is registered in Canada as:

(a) an IFM in Manitoba, Newfoundland and Labrador, Ontario, and Québec; and

(b) a PM and EMD in each Jurisdiction and territory, except New Brunswick, Nunavut, Prince Edward Island, and the Yukon.

11. Aon Investments is wholly-owned, indirectly, by Aon Ireland.

12. Aon Investments is not the IFM of any investment funds that are subject to NI 81-102.

Aon Securities

13. Aon Securities is a private corporation existing under the Canada Business Corporations Act having its head office in Toronto, Ontario.

14. Aon Securities is registered in Canada as:

(a) a PM in each of British Columbia, Manitoba, Ontario, and Québec;

(b) a CTM in Ontario; and

(c) an adviser regarding commodity futures trading in Manitoba.

15. Aon Securities is wholly-owned, indirectly, by Aon Ireland.

16. Aon Securities is not the IFM of any investment funds that are subject to NI 81-102.

The Business Combination

17. On March 9, 2020, Aon UK and WTW entered into the Business Combination Agreement (Business Combination Agreement) providing for the combination of the two companies.

18. On April 2, 2020, Aon UK assigned all of its rights and obligations under the Business Combination Agreement to its affiliate and ultimate holding company of the Aon group, Aon Ireland.

19. Under the terms of the Business Combination Agreement, Aon Ireland has agreed to acquire the entire issued ordinary share capital of WTW in a recommended all-share transaction of the Aon group and WTW group, pursuant to a court-sanctioned scheme of arrangement (the Scheme) under Chapter 1 of Part 9 of the Irish Companies Act 2014, subject to the approval of the Scheme by the High Court of Ireland. On completion of the Business Combination (the Closing), WTW shareholders will be entitled to receive, at the effective time of the Scheme, 1.08 newly issued Class A ordinary shares of Aon Ireland (the Aon Ireland Shares) in exchange for each ordinary share of WTW (collectively, the WTW Shares) owned by such WTW shareholders and subject to the Scheme. As a result of the Scheme, following the Closing, it is anticipated that: (i) the shareholders of Aon Ireland and WTW immediately prior to the Closing will own approximately 62.3% and 37.7% of Aon Ireland immediately following the Closing, respectively, and it is not expected that any single shareholder will beneficially own 10% or more, based on the number of Aon Ireland Shares and WTW Shares outstanding as of May 5, 2020 on a fully diluted basis; (ii) WTW will be a wholly-owned subsidiary of Aon Ireland; (iii) the Filer will be an indirect wholly-owned subsidiary of Aon Ireland; and (iv) the change of control of the Filer will have occurred.

20. Further, immediately after the Closing, it is expected that Aon Ireland will complete an internal reorganization. Specifically, WTW will merge with a newly incorporated, wholly-owned, Irish subsidiary of Aon Ireland named Aon WTW Limited that will be the surviving entity.

21. Closing is subject to customary closing conditions, including regulatory non-objections/approvals under National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registration Obligations (NI 31-103) and the Approval Sought.

22. Assuming timely receipt of all necessary regulatory non-objections/approvals and the satisfaction of all other conditions, the Business Combination is expected to be completed in Q1, 2021 or on such other later date when all of the conditions precedent have been satisfied or waived, and all non-objections/approvals have been obtained, subject to extension by the parties. If completed as contemplated, following the Closing, Aon Ireland will indirectly own of 100% of the outstanding shares of the Filer.

Change of Control of Filer

23. As the indirect share ownership of the Filer will change after the Closing, the Business Combination will result in a change of control of the Filer and, accordingly, regulatory approval is required pursuant to section 5.5(1)(a.1) of NI 81-102.

Impact of the Business Combination and Change of Control

24. The Business Combination and change of control of the Filer is not expected to result in any material changes to, or impact on, the business, operations and affairs of the Funds, the securityholders of the Funds, or the Filer.

25. Upon Closing, Aon Ireland will become the indirect parent of the Filer and the Filer will continue to act as the investment fund manager of the Funds in materially the same manner as the Filer did immediately prior to Closing. Aon Ireland will become the ultimate parent of the Filer.

26. The Filer will continue to act as the IFM of the Funds as a separate corporate entity performing its current role.

27. There is no current intention:

(a) to make any substantive changes as to how the Filer operates or manages the Funds;

(b) to amalgamate or merge the Filer with any other investment fund managers; or

(c) to, immediately following the Closing, or within a foreseeable period of time, change the Filer, as manager of the Funds, to another investment fund manager.

28. There are no currently planned material changes to the structures (via merger or otherwise), names, investment objectives, investment strategies, or valuation procedures, of the Funds.

29. There are no currently planned changes to the trustee, custodian, auditor, or management fees or expenses, respectively, of the Funds.

30. Upon the completion of the Business Combination, the members of the Filer's investment review committee (IRC) will cease to be IRC members by operation of section 3.10(1)(c) of National Instrument 81-107 Independent Review Committee for Investment Funds (NI 81-107). Immediately following the completion of the Business Combination, the Filer intends to re-appoint each member of the IRC, in an effort to reconstitute the IRC with the same members, subject to such members being "independent" as defined in NI 81-107 at that time.

31. It is not expected that there will be any immediate changes to fund accounting and other administrative functions undertaken by the current providers, both internal and external, for the Filer or the Funds.

32. The Business Combination is not expected to adversely impact the financial stability of the Filer or its ability to fulfill its regulatory obligations. At this time, the Filer does not anticipate that the Business Combination will give rise to any conflicts of interest in addition to those that are currently managed in the ordinary course of each Fund's business.

No change of Chief Compliance Officer or Ultimate Designated Person

33. There are no current plans to change the chief compliance officer (CCO) of the Filer.

34. There are no current plans to change the ultimate designated person (UDP) of the Filer.

No change of directors

35. There are no current plans to change the directors of the Filer.

No change of registered representatives

36. There are no current plans to change the advising or dealing representatives of the Filer.

Notice Requirements

37. On December 15, 2020, the Filer will provide prior notice to unitholders of the Funds of the change of control of the Filer that will result from the completion of the Business Combination as required by section 5.8(1)(a) of NI 81-102, being at least 60 calendar days before the Closing .

38. Notice of the Business Combination was sent to the Compliance and Registrant Regulation branch of the OSC on July 24, 2020 pursuant to section 11.9 of NI 31-103.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Approval Sought is granted.

EXHIBIT A

Funds

T. Rowe Price (Canada), Inc. and T. Rowe Price Global Multi-Sector Bond Fund

Headnote

National Instrument 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual fund that is not a reporting issuer granted 90-day extension of the annual financial statement filing and delivery deadlines under NI 81-106 -- Fund invests a material portion of its assets in underlying SICAV funds managed by an affiliate that are domiciled in Luxembourg and governed by laws that require the financial statements to be filed within 120 days of the financial year end of the underlying funds -- Fund not able to obtain the financial statements of the SICAV funds sooner than the March 31 deadline for delivering the financial statements of the fund -- Fund has a sole securityholder that is an institutional investor -- The added cost associated with the SICAV funds providing their financial statements at an earlier date outweigh the expected benefit to the sole fund securityholder -- Relief granted subject to conditions, including that no less than 25% of the total assets of the fund at the time the fund makes the initial investment decision in the foreign underlying funds are invested in entities that have financial reporting periods that end on December 31 of each year and are subject to laws of their jurisdiction that require their annual financial statements to be delivered within 120 days of their financial year end, that notification of the relief is given to the fund securityholder, and that if the fund's securities are distributed to new investors, the offering memorandum of the Fund is amended to disclose the extended delivery deadline.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a) and 17.1.

March 29, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF T. ROWE PRICE (CANADA), INC. (the Filer) AND T. ROWE PRICE GLOBAL MULTI-SECTOR BOND FUND

DECISION

BACKGROUND

The principal regulator in the Jurisdiction has received an application (the Application) from the Filer on behalf of the T. Rowe Price Global Multi-Sector Bond Fund that is managed by the Filer or by a successor of such Filer (the Fund) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from:

1. the requirement in section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) that the Fund file its audited annual financial statements and auditor's report on or before the 90^th day after the Fund's most recently completed financial year (the Annual Filing Deadline); and

2. the requirement under paragraph 5.1(2)(a) of NI 81-106 that the Fund deliver to its securityholders its audited annual financial statements by the Annual Filing Deadline (the Annual Delivery Requirement)

(collectively, relief from the Annual Filing Deadline and the Annual Delivery Requirement, the Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this Application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces of Canada (together with Ontario, the Jurisdictions).

INTERPRETATION

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

REPRESENTATIONS

This decision is based on the following facts represented by the Filer:

The Filer

1. The head office of T. Rowe Price (Canada), Inc. is located in Baltimore, Maryland.

2. T. Rowe Price (Canada), Inc. is registered as an exempt market dealer and portfolio manager in the Jurisdictions, an investment fund manager in the provinces of Ontario, Quebec and Newfoundland and Labrador and as an investment adviser with the Securities and Exchange Commission.

3. The Fund is managed by the Filer or by an affiliate or successor of the Filer.

4. The Filer is not a reporting issuer in any jurisdiction and is not in default of any of the requirements of the Legislation.

The Fund

5. The Fund is an open-ended unit trust established under the laws of the Province of Ontario pursuant to a trust agreement dated May 1, 2014.

6. Units of the Fund are offered for sale on the relevant valuation date as determined by the trust agreement to qualified investors in the Jurisdictions pursuant to exemptions from the prospectus requirements under National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106).

7. As of the date of the Application, the Fund had only one securityholder, which is a sophisticated institutional investor (the Fund Securityholder).

8. The Fund is not a reporting issuer in any jurisdiction and is not in default of securities legislation in any jurisdiction.

9. The Fund has a financial year-end of December 31.

10. The Fund's investment objective is to maximize the value of its units through both growth in the value of, and income from, its investments. The Fund invests mainly in a portfolio of bonds of all types from issuers around the world, including emerging markets. The Fund's investment strategy provides that the Fund's investment objective may be realized by investing in underlying bond funds.

11. From time to time the Fund invests in Société d'investissement à Capital Variable (SICAV Funds) domiciled in Europe. As at December 31, 2020, the Fund had 40% of its assets invested in four related SICAV Funds managed by T. Rowe Price (Luxembourg) and domiciled in Luxembourg: T. Rowe Price Funds SICAV -- Diversified Income Bond Fund, T. Rowe Price Funds SICAV -- Emerging Markets Corporate Bond Fund, T. Rowe Price Funds SICAV -- Global High Yield Bond Fund and T. Rowe Price Funds SICAV -- Global Investment Grade Corporate Bond Fund.

12. The Filer believes that investing in the SICAV Funds offers benefits not available through a direct investment in the companies, other issuer or assets held by the SICAV Funds.

13. Securities of the SICAV Funds are typically redeemable daily. The Fund is able to manage its own liquidity requirements taking into consideration the frequency at which the securities of the SICAV Funds may be redeemed.

14. The net asset value of the Fund ("NAV") is calculated in accordance with the trust agreement. Investors of the Fund are provided with NAV on a daily basis.

Financial Statement Filing and Delivery Requirements

15. Section 2.2 and paragraph 5.1(2)(a) of NI 81-106 require the Fund to file and deliver its audited annual financial statements by the Annual Filing Deadline. As the Fund's financial year-end is December 31, it has a delivery deadline of March 31.

16. Section 2.11 of NI 81-106 provides an exemption (the Filing Exemption) from the Annual Filing Deadline to a mutual fund that is not a reporting issuer if, among other things, the fund delivers its annual financial statements to its securityholders in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline.

17. In order to formulate an opinion on the financial statements of the Fund, the Fund's auditors require audited financial statements of the SICAV Funds. The auditors of the Fund have advised the Filer that they will be unable to complete the audit of the Fund's annual financial statements until the audited financial statements of the SICAV Funds are completed and available to the Fund.

18. The SICAV Funds have the same financial year-end as the Fund but are subject to a different financial reporting deadline than the Fund. Specifically, the SICAV Funds are governed by laws that require the financial statements to be filed within 120 days of the financial year end of the SICAV Funds. Under the trust agreement, the Fund must deliver financial statements to investors within 90 days of the financial year end.

19. The Fund will not be able to obtain the financial statements of the SICAV Funds sooner than the March 31 deadline for delivering the financial statements of the Fund and no sooner than other unitholders of the SICAV Funds receive the financial statements.

20. The Filer does not anticipate that it will be able to rely on the Filing Exemption since it is unable to prepare and deliver the audited annual financial statements and auditor's report by the Annual Filing Deadline and is accordingly unable to satisfy the requirement in paragraph 2.11(b) of the Filing Exemption.

21. The Fund has a sole Fund Securityholder of substantial size and sophistication. The Filer has communicated the expected delay in delivery of the audited annual financial statements to the Fund Securityholder and the Fund Securityholder has not expressed any concerns with such delay.

22. The added cost associated with having the SICAV Funds provide their financial statements at an earlier date outweigh the expected benefit to the Fund Securityholder.

23. If the Filer expects it will continue to hold material investments in the SICAV Funds and will distribute securities of the Fund to investors other than the Fund Securityholder, the Filer will amend the offering memorandum of the Fund to disclose to investors that the audited annual financial statements for the Fund will be delivered within 180 days of financial year end, in reliance on the relief from the Annual Delivery Requirement granted under this decision.

24. The Filer will notify the Fund Securityholder that it has received and intends to rely on relief from the Annual Filing Deadline and Annual Delivery Requirement.

25. The Fund seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to June 30 of each year, to enable the Fund's auditors to first receive the audited financial statements of the SICAV Funds so as to be able to prepare the Fund's annual audited financial statements.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Relief Sought is granted provided that:

1. The Fund has a financial year ended December 31;

2. The Fund's investment strategy provides that the Fund's investment objective may be realized by investing in underlying bond funds, such as the SICAV Funds, domiciled in Europe (the Underlying Funds);

3. No less than 25% of the total assets of the Fund, at the time the Fund makes the initial investment decision in the Underlying Funds, are invested in investment entities that have financial reporting periods that end on December 31 of each year and are subject to laws of their jurisdictions that require their financial statements to be delivered within 120 days of their financial year ends.

4. On behalf of the Fund, within 60 days of the date hereof, the Filer will notify the Fund Securityholder that the Fund has received and intends to rely on relief from the Annual Filing Deadline and Annual Delivery Requirement;

5. If the Filer distributes securities of the Fund to investors other than the Fund Securityholder after the date of this decision, the Filer will immediately amend the offering memorandum of the Fund to disclose to investors that the annual financial statements for the Fund will be delivered within 180 days of the Fund's most recently completed financial year.

6. The Fund is not a reporting issuer and the Filer has the necessary registrations to carry out its operations in each jurisdiction of Canada in which it operates;

7.

a) The audited annual financial statements of the Fund are filed on or before the 180th day after the Fund's most recently completed financial year; or

b) the conditions in section 2.11 of NI 81-106 are met, except for paragraph 2.11(b), and the audited annual financial statements are delivered to securityholders of the Fund in accordance with Part 5 of NI 81-106 on or before the 180th day after the Fund's most recently completed financial year; and

8. The decision terminates within one year of the coming into force of any amendment to NI 81-106 or other rule that modifies how the Annual Filing Deadline or Annual Delivery Requirement applies in connection with mutual funds under the Legislation.

Horizons ETFS Management (Canada) Inc. and Horizons Tactical Absolute Return Bond Fund

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from short selling and cash borrowing restrictions in NI 81-102 to permit alternative mutual funds to conduct physical short sales and cash borrowing up to a combined aggregate limit of 100% of the fund's net asset value, subject to conditions.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 2.6, 2.6.1, 2.6.2, 6.1 and 19.1.

March 1, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF HORIZONS ETFS MANAGEMENT (CANADA) INC. (the Filer) AND IN THE MATTER OF HORIZONS TACTICAL ABSOLUTE RETURN BOND FUND (the Existing Fund) and any exchange traded funds structured as "alternative mutual funds" as defined in National Instrument 81-102 Investment Funds (NI 81-102) managed by the Filer in the future (the Future Funds and, collectively with the Existing Fund, the Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting each Fund from the following restrictions of NI 81-102 to permit each Fund to sell securities short and/or borrow cash up to a combined aggregate total of 100% of the net asset value (NAV) of the Fund:

(a) Subparagraph 2.6.1(1)(c)(v), which restricts a Fund from selling a security short if, at the time, the aggregate market value of all securities sold short by the Fund exceeds 50% of the Fund's NAV (together with (c) below, the Short Selling Limit);

(b) Subparagraph 2.6(2)(c), which restricts a Fund from borrowing cash if the value of cash borrowed, when aggregated with the value of all outstanding borrowing by the Fund, exceeds 50% of the Fund's NAV (together with (c) below, the Cash Borrowing Limit); and

(c) Section 2.6.2, which restricts a Fund from borrowing cash or selling securities short if, immediately after entering into a cash borrowing or short selling transaction, the aggregate value of cash borrowed combined with the aggregate market value of all securities sold short by the Fund (the Combined Aggregate Value) would exceed 50% of the Fund's NAV and which requires a Fund, if the Combined Aggregate Value exceeds 50% of the Fund's NAV, as quickly as commercially reasonable, to take all necessary steps to reduce the Combined Aggregate Value to 50% or less of the Fund's NAV

((a) and (c) together, the Short Selling Relief, (b) and (c) together, the Cash Borrowing Relief. The Short Selling Relief and the Cash Borrowing Relief together, the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with the Jurisdiction, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Prime Broker means any entity that acts as a lender or borrowing agent, as the case may be, to one or more investment funds; and

Prospectus means a prospectus of a Fund prepared in accordance with Form 41-101F2 Information Required in an Investment Fund Prospectus, as may be amended from time to time.

Representations

This decision is based on the following facts represented by the Filer:

The Filer and the Funds

1. The Filer is a corporation existing under the federal laws of Canada.

2. The Filer's head office is located in Toronto, Ontario.

3. The Filer is registered as (a) an investment fund manager in Newfoundland and Labrador, Ontario and Québec, (b) a portfolio manager in Alberta, British Columbia, Ontario and Québec, (c) a dealer in the category of exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan, (d) a commodity trading adviser in Ontario and (e) a commodity trading manager in Ontario.

4. The Filer is the investment fund manager and portfolio manager of the Existing Fund and has retained DMAT Capital Management Inc. as sub-advisor. The Filer will be the investment fund manager of the Future Funds and will be the portfolio manager of the Future Funds or may engage another registered portfolio manager to act as the portfolio manager of one or more Future Funds from time to time in accordance with applicable securities laws. The Filer may also in its capacity as portfolio manager appoint one or more sub-advisers of one or more Future Funds from time to time in accordance with applicable securities laws.

5. The Existing Fund is (a) an exchange traded alternative mutual fund structured as a separate class of shares of Horizons ETF Corp., a mutual fund corporation established under the federal laws of Canada; and (b) an "alternative mutual fund" as defined in and governed by NI 81-102. Any Future Fund may be structured as a class of shares of a mutual fund corporation or as a trust and will be an "alternative mutual fund" as defined in and governed by NI 81-102.

6. Shares of the Funds are or will be offered by Prospectus and ETF Facts filed in all of the Jurisdictions where the Requested Relief is relied upon and, accordingly, each Fund is or will be a reporting issuer in the Jurisdictions where the Requested Relief is relied upon.

7. Neither the Filer nor the Existing Fund is in default of applicable securities legislation in any of the Jurisdictions.

Reasons for the Requested Relief

8. The investment objective of each Fund will differ but, in each case, key investment strategies which may be utilized by a Fund will include (a) the use of absolute return, offsetting, inverse or shorting strategies requiring the use of short selling in excess of the Short Selling Limit and/or (b) the use of cash borrowing to provide additional investment exposure in connection with the investment strategies of the Fund in excess of the Cash Borrowing Limit.

9. The investment objective of the Existing Fund is to seek to provide positive absolute returns with low volatility over a market cycle regardless of market conditions or general market direction. The Existing Fund will tactically take long and short positions in North American and global debt instruments and derivatives across the credit spectrum. A core investment strategy, as stated in the Prospectus of the Existing Fund, is that the Existing Fund will make extensive use of short selling.

10. The Prospectus of the Existing Fund discloses that the Filer has applied for exemptive relief to permit the aggregate market value of any securities sold short by the Existing Fund combined with the aggregate value of cash borrowing, if any, to be subject to an overall limit of 100% of its NAV.

11. The goal of absolute return investing is to generate returns that are independent of the returns and direction of the stock market (called beta). Absolute return investing is often implemented through a long/short portfolio of investments in publicly traded stocks. The market exposures of the combined long and short positions are designed to cancel each other out, producing a net effect on portfolio returns from stock market returns close to zero. An absolute return strategy seeks positive returns, regardless of whether the stock market goes up or down.

12. The ability to engage in additional short selling and cash borrowing in connection with the investment strategies of a Fund may provide cost savings to the Fund compared to obtaining the same level of investment exposure through the use of specified derivatives while, at the same time, not increasing the overall level of risk to the Fund. The costs to the Funds of engaging in physical short sales and cash borrowing are typically less when compared to the equivalent derivative transactions due to a number of factors which may include:

(a) Prime Brokers typically have greater flexibility to offer more favourable financing terms to a Fund in relation to the aggregate amount of the Fund's assets held in the prime brokerage margin account. Derivative instruments, such as futures contracts and over the counter (OTC) derivatives, are not held in a prime brokerage account and therefore reduce the ability of a Fund to obtain the most beneficial pricing terms available.

(b) Margin requirements for derivative instruments are primarily based on the underlying investment exposure and, as a result, can be high.

(c) Certain derivative instruments (such as futures contracts) require cash or near cash securities (such as government treasuries) to be deposited with the counterparty as collateral. This would require a Fund to use these portfolio assets to satisfy collateral requirements rather than utilizing them in connection with the Fund's investment strategy.

13. The Funds may use cash borrowing as a more flexible and cost-efficient means of providing additional leverage for investment strategies such as merger arbitrage strategies where the use of derivative instruments to provide the same level of exposure may not be practical. In addition, cash borrowing is more efficient to utilize on a day to day basis compared to derivative instruments which generally require a higher degree of negotiation and ongoing administration on the part of the Filer. The Cash Borrowing Relief would provide the Filer with access to a more functional source of additional leverage to utilize on behalf of the Funds at a lower cost which, in turn, would benefit investors.

14. The investment strategies of each Fund permit, or will permit, it to:

(a) sell securities short provided that, at the time the Fund sells a security short (i) the aggregate market value of securities of any one issuer (other than "government securities" as defined in NI 81-102) sold short by the Fund does not exceed 10% of the NAV of the Fund and (ii) the aggregate market value of all securities sold short by the Fund does not exceed 100% of its NAV;

(b) borrow cash provided that, at the time, the value of cash borrowed when aggregated with the value of all outstanding borrowing by the Fund does not exceed 100% of the Fund's NAV;

(c) borrow cash or sell securities short, provided that the aggregate value of cash borrowed combined with the aggregate market value of the securities sold short by the Fund does not exceed 100% of the Fund's NAV (the Total Borrowing and Short Selling Limit). If the Total Borrowing and Short Selling Limit is exceeded, the Fund shall, as quickly as is commercially reasonable, take all necessary steps to reduce the aggregate value of cash borrowed combined with the aggregate market value of securities sold short to be within the Total Borrowing and Short Selling Limit; and

(d) borrow cash, sell securities short or enter into specified derivatives transactions, provided that immediately after entering into a cash borrowing, short selling or specified derivative transaction, the aggregate value of cash borrowed combined with the aggregate market value of securities sold short and aggregate notional amount of the Fund's specified derivatives positions (other than positions held for hedging purposes, as defined in NI 81-102) would not exceed 300% of the NAV of the Fund as set out in section 2.9.1 of NI 81-102 (the Leverage Limit). If the Leverage Limit is exceeded, the Fund shall, as quickly as is commercially reasonable, take all necessary steps to reduce the aggregate value of cash borrowed combined with the aggregate market value of securities sold short and the aggregate notional amount of the Fund's specified derivatives positions (other than positions held for hedging purposes) to be within the Leverage Limit.

15. While there may be certain situations where using a synthetic short position may be preferable, physical short positions are typically less costly, because of the ability to execute trades with a larger number of counterparties, compared to a single counterparty for synthetic shorts. This can result in lower borrowing costs for the Fund and reduce its exposure to counterparty risk (e.g. counterparty default, counterparty insolvency and premature termination of derivatives) compared to a synthetic short position. The Requested Relief would provide the portfolio manager of the Fund with the necessary flexibility to make timely trading decisions between physical short and synthetic short positions based on what is in the best interest of the Fund.

16. The portfolio manager of the Fund, as a registrant and a fiduciary, is in the best position to determine whether the Fund should enter into a physical short position and/or obtain additional investment exposure via cash borrowing, versus achieving the same result through the use of specified derivatives. depending on the surrounding circumstances. Accordingly, the Requested Relief would permit the Fund to engage in the most effective portfolio management available for the benefit of its investors.

17. An alternative mutual fund that is subject to NI 81-102 is permitted to take leveraged long and short positions using specified derivatives up to the Leverage Limit. As such, the Short Selling Relief and Cash Borrowing Relief would not be required if the Funds utilized solely specified derivatives (such as OTC total return swaps) to obtain short exposure to the underlying securities or to provide additional investment exposure in connection with the Fund's investment strategies. Accordingly, the Short Selling Relief and Cash Borrowing Relief would simply allow the Funds to do directly what they could otherwise do indirectly through the use of specified derivatives.

18. The Funds require the flexibility to enter into physical short positions and borrow cash when doing so is, in the opinion of the Filer, in the best interests of the applicable Fund and to not be obligated to utilize an equivalent short position or amount of leverage synthetically through the use of specified derivatives as a result of regulatory restrictions in NI 81-102 that the Filer believes do not provide any material additional benefit or protection to investors.

19. The Filer believes that the Short Selling Relief and the Cash Borrowing Relief would allow the Filer to more effectively manage each Fund's investment exposure by providing it with the ability to respond to market developments in a timely manner and enabling the Filer to reduce the related expenses incurred by the Funds.

20. Any physical short position or cash borrowing transaction entered into by a Fund will be consistent with the investment objectives and strategies of the applicable Fund.

21. The Prospectus and ETF Facts, as applicable, will comply with the applicable requirements of National Instrument 41-101 General Prospectus Requirements and Form 41-101F4 Information Required in an ETF Facts Document for alternative mutual funds and will include (in respect of the Existing Fund, upon next renewal or amendment) cover page text box disclosure in the ETF Facts to highlight how the Fund differs from other mutual funds and alternative mutual funds and emphasize that the short selling and cash borrowing strategies and increased ability to engage in short selling and cash borrowing permitted for the Fund are outside the scope of the restrictions in NI 81-102 applicable to both mutual funds and alternative mutual funds.

22. The Prospectus investment strategies of each Fund will, to the extent applicable, disclose that the short selling and cash borrowing strategies of the Fund are outside the scope of NI 81-102.

23. The Prospectus will also contain appropriate risk disclosure, alerting investors of any material risks associated with such investment strategies.

24. The Filer does not consider that granting the Short Selling and Cash Borrowing Relief would constitute either a fundamental or material change for the Existing Fund under NI 81-102 or National Instrument 81-106 Investment Fund Continuous Disclosure.

25. The Filer will determine the risk rating for each Fund using the Investment Risk Classification Methodology as set out in Appendix F of NI 81-102. The Filer does not anticipate that the current risk rating of the Existing Fund would change if the Short Selling and Cash Borrowing Relief were granted.

26. The Filer has comprehensive risk management policies and/or procedures that address the risks associated with short selling and cash borrowing in connection with the implementation of the investment strategies of the Funds.

27. Each Fund will implement the following controls when conducting a short sale:

(a) The Fund will assume the obligation to return to the borrowing agent the securities borrowed to effect the short sale;

(b) The Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;

(c) The Filer will monitor the short positions within the constraints of the Requested Relief as least as frequently as daily;

(d) The security interest provided by the Fund over any of its assets that is required to enable the Fund to effect a short sale transaction is made in accordance with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;

(e) The Filer and the Fund will maintain appropriate internal controls regarding short sales, including written policies and procedures for the conduct of short sales, risk management controls and proper books and records; and

(f) The Filer and the Fund will keep proper books and records of short sales and all assets of a Fund deposited with borrowing agents as security.

28. The Filer believes that it is in the best interests of the Funds to be permitted to engage in physical short selling and to obtain additional investment exposure through the use of cash borrowing in excess of the current limits set out in NI 81-102.

Decision

The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that:

1. A Fund may sell a security short or borrow cash only if, immediately after the cash borrowing or short selling transaction:

(a) the aggregate market value of all securities sold short by the Fund does not exceed 100% of the Fund's NAV;

(b) the aggregate value of all cash borrowing by the Fund does not exceed 100% of the Fund's NAV;

(c) the aggregate market value of securities sold short by the Fund combined with the aggregate value of cash borrowing by the Fund does not exceed 100% of the Fund's NAV; and

(d) the Fund's aggregate exposure to short selling, cash borrowing and specified derivatives does not exceed the Leverage Limit.

2. In the case of a short sale, the short sale:

(a) otherwise complies with all of the short sale requirements applicable to alternative mutual funds under section 2.6.1 and 2.6.2 of NI 81-102; and

(b) is consistent with the Fund's investment objectives and strategies.

3. In the case of a cash borrowing transaction, the transaction:

(a) otherwise complies with all of the cash borrowing requirements applicable to alternative mutual funds under section 2.6 and 2.6.2 of NI 81-102; and

(b) is consistent with the Fund's investment objectives and strategies.

4. The Prospectus under which securities of a Fund are offered:

(a) discloses that the Fund can sell securities short or borrow cash, as applicable, up to, and subject to, the limits described in condition 1 above; and

(b) describes the material terms of this decision.

Vatic Ventures Corp.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of cease trade orders issued by the Commission and British Columbia Securities Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Ontario opt-in to revocation order issued by British Columbia Securities Commission, as principal regulator.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss.127 and 144.

National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdiction.

Citation: 2021 BCSECCOM 101

VATIC VENTURES CORP.

UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Legislation)

REVOCATION ORDER

Background

¶ 1 Vatic Ventures Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator of the British Columbia Securities Commission (the Principal Regulator) and Ontario (each a Decision Maker) respectively on August 18, 2020.

¶ 2 The Issuer has applied to each of the Decision Makers for a revocation order of the FFCTO.

¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

¶ 4 Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Order

¶ 5 Each of the Decision Makers is satisfied that a full revocation order of the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.

¶ 6 The decision of the Decision Makers under the Legislation is that the FFCTO is fully revoked as it applies to the Issuer.

¶ 7 March 22, 2021

Advantex Marketing International Inc.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Section 144 of the Securities Act (Ontario) -- Application for a partial revocation of a failure-to-file cease trade order -- Filer cease traded due to failure to file audited annual financial statements and management's discussion and analysis -- Filer applied for a variation of the cease trade order to permit the Filer to complete a private placement to accredited investors -- Filer will use proceeds to bring itself into compliance with its continuous disclosure obligations, retire existing debt and to fund certain expenses to maintain operations -- Partial revocation granted subject to conditions.

Applicable Legislative Provisions

Securities Act , R.S.O. 1990, c.S.5, as am., s.144.

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions

ADVANTEX MARKETING INTERNATIONAL INC.

UNDER THE SECURITIES LEGISLATION OF ONTARIO (the "Legislation")

PARTIAL REVOCATION ORDER

Background

1. Advantex Marketing International Inc. (the "Issuer") is subject to a failure-to-file cease trade order (the "FFCTO") issued by the Ontario Securities Commission (the "Principal Regulator") dated November 1, 2019.

2. The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.

Interpretation

Terms defined in the Legislation, National Instrument 14-101 -- Definitions or National Policy 11-207 -- Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Representations

3. This decision ("Order") is based on the following facts represented by the Issuer:

a. The Issuer was incorporated as "Advantex Marketing International Inc." under the Business Corporations Act (Ontario) on February 10, 1994 and its common shares have been listed on the Canadian Securities Exchange (the "CSE") since March 15, 2011.

b. The registered and head office of the Issuer is at 600 Alden Road, Suite 606, Markham, Ontario L3R 0E7.

c. The Issuer is a reporting issuer in Ontario, British Columbia, Alberta and Quebec. The Issuer's principal regulator, as determined in accordance with Part 3 of National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions ("NP 11-203"), is Ontario.

d. The authorized capital of the Issuer comprises an unlimited number of common shares, 500,000 class A preference shares, an unlimited number of class B preference shares issuable in series and 125,000 class C preference shares. At the date hereof, the Company has outstanding 878,948,414 common shares, 461,887 class A preference shares and no class B preference and class C preference shares are outstanding. Each common share carries one vote.

e. The common shares were traded on the CSE until November 1, 2019, on which date trading was suspended following the issuance of the FFCTO.

f. As a result of the Issuer's failure to file:

a) annual audited financial statements for the year ended June 30, 2019 as required by National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102");

b) management's discussion and analysis relating to the audited annual financial statements for the year ended June 30, 2019, as required by NI 51-102; and

c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109");

(collectively, the "2019 Annual Filings") the Principal Regulator issued the FFCTO.

g. The Issuer failed to file the 2019 Annual Filings due to a lack of financial resources.

h. The Issuer also failed to file by the due dates its interim financial statements and management's discussion and analysis required by NI 51-102, and certification of filings as required by NI 52-109 for the three months interim period ended September 30, 2019 and the three and six months interim period ended December 31, 2019 (the "2019 Interim Filings" and together with the Required Annual Filings, the "2019 Filings"). On May 21, 2020, the Issuer remedied these defaults and filed the 2019 Filings and paid all applicable late filing fees.

i. However, due to a continuing lack of financial resources the Issuer subsequently failed to file the following:

a) audited annual financial statements for the year ended June 30, 2020, as required by NI 51-102;

b) management's discussion and analysis relating to the audited annual financial statements for the year ended June 30, 2020, as required by NI 51-102;

c) financial statements for the interim period ended September, 30, 2020, as required by NI 51-102;

d) management's discussion and analysis relating to the financial statements for the interim period ended September 30, 2020, as required by NI 51-102; and

e) certification of the foregoing filings as required by NI 52-109.

(collectively, the "Required Filings").

j. The Issuer's primary business is merchant cash advance ("MCA"). MCA companies provide working capital to independent merchants and in return pre-purchase their future receivables at a discount.

k. The Issuer pivoted its business to MCA by August 2019. It began converting its merchant base to MCA upon winding up of the bundled working capital and bonus rewards programs it operated for CIBC and TD Bank.

l. On October 28, 2019, principals of Generation IACP Inc. ("GIACP") and Generation PMCA Corp. ("GPMCA" and together with GIACP, "Generation") subscribed for 200 units of senior secured non-convertible debentures for aggregate proceeds of $200,000. Each unit was comprised of (a) $1,000 senior secured non-convertible debentures bearing interest at 9% per annum (the "Existing Debentures") and maturing on December 31, 2021; (b) 108,244 common shares; and (iii) a restructuring bonus payment of $180 for each $1,000 of Existing Debentures payable on the maturity date or earlier required repayment under the Existing Debentures. The proceeds of this offering were used to shore up working capital and to enable the Issuer to continue operations pending receipt of additional growth capital. Generation's managed accounts are the principal shareholders and principal holders of the Existing Debentures.

m. The Issuer is, and has been, in default of its interest payments under the Existing Debentures since December 16, 2018, and does not currently have the financial ability to pay the arrears.

n. The Issuer is proposing to complete a financing transaction (the "Financing") to enable the Issuer to raise sufficient funds to bring its continuous disclosure record up to date by filing the Required Filings, to apply to the Principal Regulator for a full revocation of the FFCTO and to provide working capital, including capital necessary for the repayment of indebtedness owed to arms' length third parties. The Financing will consist of Generation, through its managed accounts and principals, and Kelly Ambrose ("Ambrose"), the President, Chief Executive Officer and a director of the Issuer, subscribing for an aggregate principal amount of $250,000 senior secured non-convertible debentures bearing interest at 9% per annum maturing on December 31, 2025 (the "New Debentures"). Other than the maturity date, the New Debentures are on the same terms as, and will rank pari passu with, the Existing Debentures.

o. Generation and Ambrose are "related parties" of the Issuer (as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")) and the Financing is a "related party transaction" under paragraph (g) of that definition in MI 61-101.

p. Paragraphs 5.5(g) and 5.7(1)(e) of MI 61-101 (together, the "Financial Hardship Exemption") exempts related party transactions from the formal valuation and minority approval requirements, respectively, contained therein, if the issuer is in financial hardship. The Issuer is able to satisfy the Financial Hardship Exemption and is relying on the Financial Hardship Exemption in respect of the Financing.

q. There are no approvals required in respect of, or in connection with, the Financing that must be obtained at a meeting of securityholders of the Issuer.

r. The Issuer seeks a partial revocation of the FFCTO to allow it to complete the issuance of an aggregate of $250,000 of New Debentures to Generation, through its managed accounts and principals, and Ambrose under the Financing. The Issuer will issue the New Debentures on a prospectus exempt basis pursuant to the accredited investor exemption under section 73.3 of the Legislation and National Instrument 45-106 Prospectus Exemptions.

s. The proceeds from the Financing shall be used as follows:

Balance of auditor fees for preparation of continuous disclosure records.	$40,000
Late filing fees with Principal Regulator, ASC, BCSC and AMF.	$30,000
Legal fees for partial and full revocation of FFCTO and Financing.	$25,000
Salaries, operational and general administrative expenses.	$28,000
Payment of accounts payable incurred in the ordinary course of business.	$91,000
Partial funding of MCA business as public health restrictions are gradually eased.	$36,000
TOTAL	$250,000

t. The Issuer reasonably believes that it will have sufficient resources upon completion of the Financing to complete its required continuous disclosure documents and file the Required Filings and to pay all outstanding fees owed to the ASC, BCSC, AMF and the Principal Regulator, as well as to apply to the Principal Regulator for the full revocation of the FFCTO.

u. The purpose of the Financing is to enable the Issuer to raise sufficient funds to bring its continuous disclosure record up to date, to apply to the Principal Regulator for a full revocation of the FFCTO and to provide limited working capital as outlined in representation "s".

v. Other than the Financing, there are no other current or existing agreements, commitments or understandings made or proposed to be made between the Issuer and any other person (including Generation and Ambrose) relating to future or possible financing opportunities related to, or involving, the Issuer.

w. Following the completion of the Financing, and once the Issuer's public disclosure record is fully up-to-date, the Issuer will apply to the Principal Regulator for a full revocation of the FFCTO.

x. Other than the FFCTO, the Issuer has not previously been subject to a cease trade order by the Principal Regulator.

y. The Issuer is not in default of any of the requirements of the Legislation or the rules and regulations made pursuant thereto, other than to file the Required Filings and engaging in acts in furtherance of a trade contrary to the terms of the FFCTO by mailing the management information circular dated November 13, 2020. The Issuer's SEDAR and SEDI profiles are up to date.

z. As the Financing will involve a trade of securities and acts in furtherance of trades, the Financing cannot be completed without a partial revocation of the FFCTO.

aa. The Issuer is not considering, nor is it involved in, any discussion relating to a reverse-takeover, merger, amalgamation or other form of transaction similar to any of the foregoing.

bb. Following the full revocation of the FFCTO, the Issuer will, in due course, apply to the CSE for the relisting of the Common Shares.

cc. Prior to the completion of the Financing, each participant in the Financing will receive (collectively, the "Documents"):

a) a copy of the FFCTO;

b) a copy of this Order; and

c) written notice that the Issuer's securities, including any and all securities issued pursuant to the Financing, will remain subject to the FFCTO following the completion of the Financing and the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future and as a consequence the FFCTO may remain in effect for the fullness of time.

dd. Each participant in the Financing will be required to acknowledge in writing the receipt of the Documents from the Issuer.

ee. Concurrently with the issuance of the Order the Issuer will disseminate a press release and file a material change report including the information required by section 5.2 of MI 61-101. As other material events transpire, the Issuer will issue appropriate press releases and file a material change report as applicable.

Order

4. The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

5. The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the Financing, provided that:

a) concurrently with the issuance of this Order, the Issuer disseminates a press release and files a material change report including the information required by section 5.2 of MI 61-101;

b) prior to the completion of the Financing, the Issuer:

(i) provides each participant in the Financing a copy of the FFCTO;

(ii) provides each participant in the Financing a copy of this Order; and

(iii) obtains from each participant in the Financing, a signed and dated acknowledgement, which clearly states that (a) all of the Issuer's securities, including any and all securities issued pursuant to the Financing, will remain subject to the FFCTO following the completion of the Financing, and (b) the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

c) the Issuer makes available a copy of the written acknowledgements referred to in paragraph(5)(b)(iii) to staff of the Principal Regulator on request;

d) the partial revocation order only varies the FFCTO and does not provide an exemption from the prospectus requirement; and

e) this Order will terminate on the earlier of (A) the closing of the Financing and (B) 60 days from the date hereof.

DATED this 25th day of February, 2021.

Jonathan Cartu et al.

File No. 2020-14

IN THE MATTER OF JONATHAN CARTU, DAVID CARTU, AND JOSHUA CARTU

March 25, 2021

ORDER

WHEREAS on March 25, 2021, the Ontario Securities Commission held a hearing by teleconference;

ON HEARING the submissions of Staff of the Commission (Staff), and the representative for David Cartu and no one appearing for Jonathan Cartu and Joshua Cartu, although properly served;

IT IS ORDERED THAT:

1. the merits hearing shall take place by videoconference and commence on September 21, 2021, at 10:00 a.m., and continue on September 22, 23, 24, 27, 29, 30 and October 1, 4 and 5, 2021, at 10:00 a.m. on each day, or on such other dates and times as may be agreed to by the Parties and set by the Office of the Secretary;

2. each Party shall serve the other Party with a hearing brief containing copies of the documents, and identifying the other things, that the Party intends to produce or enter as evidence at the merits hearing, by 4:30 p.m. on August 9, 2021;

3. each Party shall provide to the Registrar a completed copy of the E-hearing Checklist for Videoconference Hearings by 4:30 p.m. on August 12, 2021;

4. each Party shall provide to the Registrar the electronic documents that the Party intends to rely on or enter into evidence at the merits hearing, along with an index file containing hyperlinks to the documents in the hearing brief, in accordance with the Protocol for E-hearings, by 4:30 p.m. on September 15, 2021; and

5. a further attendance in this proceeding is scheduled for August 19, 2021 by teleconference, at 10:00 a.m., or on such other date and time as may be agreed to by the Parties and set by the Office of the Secretary.

Eclipse Gold Mining Corporation

Headnote

Application for an order that the issuer is not a reporting issuer under applicable securities laws -- requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).

March 23, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF ECLIPSE GOLD MINING CORPORATION (the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representation

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

Revelo Resources Corp.

Headnote

Application for an order that the issuer is not a reporting issuer under applicable securities laws -- requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).

March 24, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF REVELO RESOURCES CORP. (the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and

(c) this order is the order of the principal regulator that evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

Novoheart Holdings Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the outstanding securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; no securities of the issuer are traded on a marketplace in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents -- relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).

January 8, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF NOVOHEART HOLDINGS INC.(the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan and Manitoba, and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer is a corporation that was incorporated under the Business Corporations Act (Alberta) and continued under the Business Corporations Act (British Columbia) (the BCBCA);

2. the Filer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario;

3. the Filer's head office is located in Hong Kong; the Filer has determined that the British Columbia Securities Commission is its principal regulator as certain of the Filer's operations and personnel are located in British Columbia;

4. the Filer's authorized capital consists of an unlimited number of common shares (Common Shares) without par value, of which 188,640,774 are issued and outstanding; the Filer has no other outstanding securities;

5. the Common Shares traded on the TSX Venture Exchange (the TSXV) and on the Frankfurt Stock Exchange; no other securities of the Filer were listed on any exchange;

6. Novomed Limited (Novomed) is a corporation incorporated under the laws of the British Virgin Islands and has an authorized share capital of 50,000 Shares; no securities of Novomed are listed on any exchange;

7. on November 18, 2020, Novomed acquired all of the issued and outstanding Common Shares by way of a statutory plan of arrangement under the BCBCA;

8. on November 20, 2020, the Common Shares were delisted from the TSXV and the Frankfurt Stock Exchange;

9. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

10. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

11. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

12. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;

13. the Filer is not in default of securities legislation in any jurisdiction, other than the obligation to file on or before November 30, 2020 its interim financial statements and related management's discussion and analysis for the interim period ended September 30, 2020 as required under National Instrument 51-102 Continuous Disclosure Obligations and the

14. related certification of interim filings as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings); and

15. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as the Filer is in default for failure to file the Filings.

Order

¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

Aviva Investors Canada Inc. -- s. 78(1) and s. 80 of the CFA

Headnote

Section 80 of the Commodity Futures Act (Ontario) (the CFA) -- Relief from the adviser registration requirement of paragraph 22(1)(b) of the CFA granted to a sub-adviser headquartered in a foreign jurisdiction in respect of advice regarding trades in commodity futures contracts and commodity futures options, subject to certain terms and conditions -- Relief mirrors exemption available in section 8.26.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations made under the Securities Act (Ontario) -- Relief is subject to a sunset clause.

Subsection 78(1) of the Commodity Futures Act (Ontario) -- Order also revokes prior order of the Commission dated March 29, 2016, In the Matter of Aviva Investors Canada Inc., Aviva Investors Global Services Limited and Aviva Investors Americas LLC that would otherwise have expired on March 29, 2021.

Applicable Legislative Provisions

Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 1(1), 22(1)(b), 78(1) and 80.

Securities Act, R.S.O. 1990, c. S.5, as am., s. 25(3).

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 8.26.1.

Ontario Securities Commission Rule 35-502 Non-Resident Advisers, s. 7.11.

Applicable Orders

In the Matter of Aviva Investors Canada Inc., Aviva Investors Global Services Limited and Aviva Investors Americas LLC, (2016), 39 OSCB 3220

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, CHAPTER C.20, AS AMENDED (the CFA) AND IN THE MATTER OF AVIVA INVESTORS CANADA INC., AVIVA INVESTORS GLOBAL SERVICES LIMITED AND AVIVA INVESTORS AMERICAS LLC

ORDER (SUBSECTION 78(1) AND SECTION 80 OF THE CFA)

UPON the application (the Application) of Aviva Investors Global Services Limited (AIGSL) and Aviva Investors Americas LLC (AIA and, together with AIGSL, the Sub-Advisers and, each, a Sub-Adviser) and Aviva Investors Canada Inc. (the Principal Adviser) to the Ontario Securities Commission (the Commission) for an order:

(a) pursuant to subsection 78(1) of the CFA, revoking the exemption order granted by the Commission to the Principal Adviser and the Sub-Advisers on March 29, 2016 (the Previous Order); and

(b) pursuant to section 80 of the CFA, that each Sub-Adviser (and any individuals engaging in, or holding themselves out as engaging in, the business of advising others when acting on behalf of a Sub-Adviser in respect of the Sub-Advisory Services (as defined below) (the Representatives) be exempt, for a specified period of time, from the adviser registration requirements in paragraph 22(1)(b) of the CFA when acting as a sub-adviser for the Principal Adviser in respect of the Clients (as defined below) regarding commodity futures contracts and commodity futures options (collectively, the Contracts) traded on commodity futures exchanges and cleared through clearing corporations;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Principal Adviser and the Sub-Advisers having represented to the Commission that:

1. The Principal Adviser is a corporation incorporated under the laws of the province of Ontario, with its head office located in Toronto, Ontario. The Principal Adviser is registered (a) as an adviser in the category of portfolio manager and as a dealer in the category of exempt market dealer under the Securities Act (Ontario) (the OSA) and under the securities legislation in each of the other provinces and territories of Canada and (b) as an adviser in the category of commodity trading manager under the CFA.

2. AIGSL is a corporation organized under the laws of the United Kingdom and Wales with its head office located in London, United Kingdom.

3. AIA is a limited liability company organized under the laws of the State of Delaware, United States with its head office located in Chicago, Illinois, United States.

4. The Sub-Advisers and the Principal Adviser are affiliates, and are indirect subsidiaries of Aviva plc, a publicly traded financial services company headquartered in the United Kingdom; for this purpose, an "affiliate" means any entity that is controlled by Aviva plc or other ultimate parent company of the Principal Adviser, as the case may be, and "control" and any derivation thereof, means the possession, directly or indirectly, of the power to direct or significantly influence the management and policies/business or affairs of an entity whether through ownership of voting securities or otherwise.

5. AIGSL is authorized with the United Kingdom Financial Conduct Authority (No. 119178) as a financial services firm to advise on investments including commodity futures, commodity options and options on commodity futures.

6. AIGSL engages in the business of an adviser in respect of Contracts in the United Kingdom. Among other activities, AIGSL engages in the business of advising others as to trading in commodity futures contracts, commodity futures options and options on commodity futures in the United Kingdom. AIGSL is in compliance in all material respects with the securities laws, commodity futures laws and derivatives laws in the United Kingdom.

7. AIGSL is not registered in any capacity under the OSA, under the CFA or under the securities legislation of any other jurisdiction of Canada and is not relying on any exemption from the requirement to register found in such legislation, other than the Previous Order.

8. AIA is registered with the United States Securities and Exchange Commission as an investment adviser, is registered with the United States Commodity Futures Trading Commission as a commodity trading advisor and commodity pool operator and is a member of the United States National Futures Association.

9. AIA engages in the business of an adviser in respect of Contracts in the United States. Among other activities, AIA engages in the business of advising others as to trading in commodity futures contracts, commodity futures options and options on commodity futures in the United States. AIA is in compliance in all material respects with the securities laws, commodity futures laws and derivatives laws in the United States.

10. AIA is not registered in any capacity under the OSA, under the CFA or under the securities legislation of any other jurisdiction of Canada. AIA currently relies on the Previous Order, the exemption from the requirement to register as an adviser under the OSA and under the securities legislation of Québec pursuant to section 8.26 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and the exemption from the requirement to register as an investment fund manager under the OSA and under the securities legislation of Québec and Newfoundland & Labrador pursuant to section 4 of Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers.

11. Each Sub-Adviser is registered in a category of registration, or operates under an exemption from registration, under the commodity futures or other applicable legislation of its principal jurisdiction that permits it to carry on the activities in that jurisdiction that registration as an adviser under the CFA would permit it to carry on in Ontario. As such, each Sub-Adviser is authorized and permitted to carry on the Sub-Advisory Services (as defined below).

12. Each Sub-Adviser is not a resident of any province or territory of Canada.

13. The Principal Adviser and the Sub-Advisers are not in default of securities legislation, commodity futures legislation or derivatives legislation in any jurisdiction of Canada.

14. The Principal Adviser provides investment advice and/or discretionary portfolio management services in Ontario to: (i) investment funds, the securities of which are qualified by prospectus for distribution to the public in Ontario and the other provinces and territories of Canada (the Investment Funds); (ii) pooled funds, the securities of which are sold on a private placement basis in Ontario and certain other provinces and territories of Canada pursuant to prospectus exemptions contained in National Instrument 45-106 Prospectus Exemptions (the Pooled Funds); (iii) clients who have entered into investment management agreements with the Principal Adviser to establish managed accounts (the Managed Account Clients); and (iv) other Investment Funds, Pooled Funds and Managed Account Clients that may be established or retained in the future and in respect of which the Principal Adviser engages a Sub-Adviser to provide portfolio advisory services (the Future Clients) (each of the Investment Funds, Pooled Funds, Managed Account Clients and Future Clients being referred to individually as a Client and collectively as the Clients).

15. Certain of the Clients may, as part of their investment program, invest in Contracts. The Principal Adviser acts as a commodity trading manager in respect of such Clients.

16. In connection with the Principal Adviser acting as an adviser to Clients in respect of the purchase or sale of Contracts, the Principal Adviser, pursuant to a written agreement made between the Principal Adviser and a Sub-Adviser, has retained (or may retain) the applicable Sub-Adviser to act as a sub-adviser to the Principal Adviser in respect of Contracts in which the applicable Sub-Adviser has experience and expertise by exercising discretionary authority on behalf of the Principal Adviser, in respect of all or a portion of the assets of the investment portfolio of the respective Client, including discretionary authority to buy or sell Contracts for the Client (the Sub-Advisory Services), provided that such investments are consistent with the investment objectives and strategies of the applicable Client.

17. Paragraph 22(1)(b) of the CFA prohibits a person or company from acting as an adviser unless the person or company is either registered as an adviser under the CFA or is registered as a representative, a partner or an officer of a registered adviser and is acting on behalf of a registered adviser.

18. By providing the Sub-Advisory Services, each Sub-Adviser will be engaging in, or holding itself out as engaging in, the business of advising others in respect of Contracts and, in the absence of being granted the requested relief, would be required to register as an adviser under the CFA.

19. There is presently no rule or regulation under the CFA that provides an exemption from the adviser registration requirement in paragraph 22(1)(b) of the CFA that is similar to the exemption from the adviser registration requirement in respect of securities in subsection 25(3) of the OSA which is provided under section 8.26.1 of NI 31-103.

20. The relationship among the Principal Adviser, the Sub-Advisers and any Client will be consistent with the requirements of section 8.26.1 of NI 31-103.

21. Each Sub-Adviser will only provide the Sub-Advisory Services as long as the Principal Adviser is, and remains, registered under the CFA as an adviser in the category of commodity trading manager.

22. As would be required under section 8.26.1 of NI 31-103:

(a) the obligations and duties of each Sub-Adviser are set out in a written agreement with the Principal Adviser; and

(b) the Principal Adviser will enter into a written contract with each Client, agreeing to be responsible for any loss that arises out of the failure of the applicable Sub-Adviser:

(i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the Principal Adviser and each Client; or

(ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances (together with (i), the Assumed Obligations).

23. The written agreement between the Principal Adviser and each Sub-Adviser will set out the obligations and duties of each party in connection with the Sub-Advisory Services and will permit the Principal Adviser to exercise the degree of supervision and control it is required to exercise over the applicable Sub-Adviser in respect of the Sub-Advisory Services.

24. The Principal Adviser will deliver to the Clients all required reports and statements under applicable securities, commodity futures and derivatives legislation.

25. The prospectus or other offering document, if any (in either case, the Offering Document), for each Client that is an Investment Fund or a Pooled Fund and for which the Principal Adviser engages a Sub-Adviser to provide the Sub-Advisory Services will include the following disclosure (the Required Disclosure):

(a) a statement that the Principal Adviser is responsible for any loss that arises out of the failure of the applicable Sub-Adviser to meet the Assumed Obligations; and

(b) a statement that there may be difficulty in enforcing any legal rights against the applicable Sub-Adviser (or any of its Representatives) because such Sub-Adviser is resident outside of Canada and all or substantially all of its assets are situated outside of Canada.

26. The Required Disclosure is provided in writing prior to the purchasing of any Contracts for each client that is a Managed Account Client for which the Principal Adviser engages a Sub-Adviser to provide the Sub-Advisory Services.

27. The Principal Adviser and the Sub-Advisers obtained substantially similar relief in the Previous Order, pursuant to which the Sub-Advisers currently provide Sub-Advisory Services to the Principal Adviser for the benefit of the Clients.

28. The Principal Adviser and the Sub-Advisers have complied with, and are currently in compliance with, all of the terms and conditions of the Previous Order.

AND UPON being satisfied that it would not be prejudicial to the public interest for the Commission to grant the exemption requested;

IT IS ORDERED, pursuant to subsection 78(1) of the CFA, that the Previous Order is revoked;

AND IT IS ORDERED, pursuant to section 80 of the CFA, that each Sub-Adviser and its Representatives are exempt from the adviser registration requirement in paragraph 22(1)(b) of the CFA when acting as a sub-adviser to the Principal Adviser in respect of the Sub-Advisory Services, provided that at the relevant time that such activities are engaged in:

(a) the Principal Adviser is registered under the CFA as an adviser in the category of commodity trading manager;

(b) the Sub-Adviser's head office or principal place of business is in a jurisdiction outside of Canada;

(c) the Sub-Adviser is registered in a category of registration, or operates under an exemption from registration, under the commodity futures or other applicable legislation of the jurisdiction outside of Canada in which its head office or principal place of business is located, that permits it to carry on the activities in that jurisdiction that registration as an adviser under the CFA would permit it to carry on in Ontario;

(d) the Sub-Adviser engages in the business of an adviser in respect of Contracts in the jurisdiction outside of Canada in which its head office or principal place of business is located;

(e) the obligations and duties of the Sub-Adviser are set out in a written agreement with the Principal Adviser;

(f) the Principal Adviser has entered into a written agreement with each Client, agreeing to be responsible for any loss that arises out of any failure of the Sub-Adviser to meet the Assumed Obligations;

(g) the Offering Document of each Client that is an Investment Fund or Pooled Fund for which the Principal Adviser engages the Sub-Adviser to provide the Sub-Advisory Services will include the Required Disclosure; and

(h) the Required Disclosure is provided in writing prior to the purchasing of any Contracts for each Client that is a Managed Account Client for which the Principal Adviser engages the Sub-Adviser to provide the Sub-Advisory Services;

AND IT IS FURTHER ORDERED that this Order will terminate on the earliest of

(a) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;

(b) six months, or such other transition period as may be provided by law, after the coming into force of any amendment to Ontario commodity futures law (as defined in the CFA) or Ontario securities law (as defined in the OSA) that affects the ability of either Sub-Adviser to act as a sub-adviser to the Principal Adviser in respect of the Sub-Advisory Services; and

(c) five years after the date of this Order.

DATED at Toronto, Ontario, this 25th day of March, 2021.

Teranga Gold Corporation

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

March 30, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF TERANGA GOLD CORPORATION (the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

1. the Ontario Securities Commission is the principal regulator for this application; and

2. the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 respecting Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 respecting Definitions and NI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.

Chapter 4 -- Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Failure to File Cease Trade Orders