Ontario Securities Commission Bulletin

Issue 46/06 - February 09, 2023

Ont. Sec. Bull. Issue 46/06

Table of Contents

A. Capital Markets Tribunal

Other Notices

• Xiao Hua (Edward) Gong

• Go-To Developments Holdings Inc. et al.

• Go-To Developments Holdings Inc. et al.

• Bridging Finance Inc. et al.

Reasons and Decisions

• Bridging Finance Inc. et al. -- ss. 16.1, 25.0.1 of Statutory Powers Procedure Act

B. Ontario Securities Commission

Notices

• Notice of Correction -- SponsorsOne Inc. -- s. 21(b) of Ont. Reg. 398/21 under the OBCA

Orders

• West Red Lake Gold Mines Inc. -- s. 1(6) of the OBCA

• Zymeworks ExchangeCo Ltd.

• Whistler Blackcomb Holdings Inc.

• Medifocus Inc.

• Wells Fargo Canada Corporation

• Personas Social Incorporated

Reasons and Decisions

• Agrinam Acquisition Corporation

• Purpose Cash Management Fund et al.

Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

IPOs, New Issues and Secondary Financings

Registrations

• Registrants

SRO, Marketplaces, Clearing Agencies and Trade Repositories

Clearing Agencies

• OSC Staff Notice of Request for Comment -- Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the Risk Manual of the CDCC Regarding the Base Initial Margin Model Used to Calibrate Margin Relief for Exchange Traded Derivatives

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A. Capital Markets Tribunal

Other Notices

Xiao Hua (Edward) Gong

FOR IMMEDIATE RELEASE

January 6, 2023

XIAO HUA (EDWARD) GONG, File No. 2022-14

TORONTO -- The Tribunal issued its Reasons for Decision in the above named matter.

A copy of the Reasons for Decision dated January 3, 2023 is available at capitalmarketstribunal.ca.

For Media Inquiries:

For General Inquiries:

Go-To Developments Holdings Inc., et al.

FOR IMMEDIATE RELEASE

February 6, 2023

GO-TO DEVELOPMENTS HOLDINGS INC., GO-TO SPADINA ADELAIDE SQUARE INC., FURTADO HOLDINGS INC., AND OSCAR FURTADO, File No. 2022-8

TORONTO -- The Respondent, Oscar Furtado, withdraws the Motion returnable on February 23, 2023, in the above named matter.

A copy of the Notice of Withdrawal dated February 6, 2023 is available at capitalmarketstribunal.ca.

For Media Inquiries:

For General Inquiries:

Go-To Developments Holdings Inc. et al.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED AND IN THE MATTER OF GO-TO DEVELOPMENTS HOLDINGS INC., GO-TO SPADINA ADELAIDE SQUARE INC., FURTADO HOLDINGS INC., AND OSCAR FURTADO

File No.: 2022-8

NOTICE OF WITHDRAWAL

Oscar Furtado withdraws the Motion returnable on February 23, 2023 for an Order for Disclosure under Rules 27 and 28 of the Capital Markets Tribunal's Rules of Procedure and Forms.

Bridging Finance Inc. et al.

FOR IMMEDIATE RELEASE

February 1, 2023

BRIDGING FINANCE INC., DAVID SHARPE, NATASHA SHARPE AND ANDREW MUSHORE, File No. 2022-9

TORONTO -- The Tribunal issued its Reasons for Decision in the above named matter.

A copy of the Reasons for Decision dated January 31, 2023 is available at capitalmarketstribunal.ca.

For Media Inquiries:

For General Inquiries:

Reasons and Decisions

Bridging Finance Inc. et al. -- ss. 16.1, 25.0.1 of Statutory Powers Procedure Act

Citation: Bridging Finance Inc (Re), 2023 ONCMT 6

Date: 2023-01-31

File No. 2022-9

IN THE MATTER OF BRIDGING FINANCE INC., DAVID SHARPE, NATASHA SHARPE AND ANDREW MUSHORE

REASONS FOR DECISION (Sections 16.1 and 25.0.1 of the Statutory Powers Procedure Act, RSO 1990, c S.22)

REASONS FOR DECISION

1. OVERVIEW

[1] Andrew Mushore is a respondent in this complex and wide-ranging enforcement proceeding. He is the former Chief Compliance Officer of the respondent Bridging Finance Inc. (Bridging). Staff of the Ontario Securities Commission alleges that Mushore:

a. contravened Ontario securities law by:

i. perpetrating a fraud related to securities;

ii. failing to comply with conflict of interest requirements;

iii. misleading Staff during its investigation; and

iv. authorizing, permitting or acquiescing in Bridging's contraventions of Ontario securities law; and

b. engaged in other misconduct warranting an order under s. 127 of the Securities Act.{1}

[2] Mushore moved for an expedited hearing of Staff's allegations against him, and related relief. Mushore submitted that he does not have the resources to have his counsel participate fully in that merits hearing, which is scheduled to run for 35 days. He asked the Tribunal to provide a mechanism that would separate, in some way, the portion of the merits hearing that addresses the allegations against him.

[3] Staff opposed Mushore's motion, as did David Sharpe and Natasha Sharpe, two of the respondents. Bridging's receiver took no position on the outcome but asserted, in the interests of unitholders of Bridging funds, that it would like to see an expeditious and just merits hearing.

[4] On the day after the hearing of Mushore's motion on January 19, 2023, we issued an order dismissing that motion, for reasons to follow. These are our reasons.

[5] We are sympathetic to Mushore's desire to minimize the inconvenience and cost to him. However, Mushore was unable to present a mechanism that would achieve his goal and at the same time not unduly impair procedural fairness for the other parties.

2. MUSHORE'S REQUEST FOR ADDITIONAL RELIEF

[6] In his motion, Mushore also asked that the merits and sanctions hearings be combined as against him, and that at that combined hearing he be permitted to make an unsworn statement to the Panel in which he would give context and an explanation for his actions or inaction.

[7] During the motion hearing, Mushore withdrew these requests. Accordingly, our decision did not address them. Similarly, these reasons will not.

3. ANALYSIS

3.1 Introduction

[8] We begin our analysis by attempting to define precisely what relief Mushore was seeking. We then turn to consider whether granting any of that relief would fairly balance Mushore's interests against those of the other parties.

3.2 What relief was Mushore asking for?

[9] Mushore emphasized that he was not seeking a severance of the case against him from the case against the other respondents. Rather, he was seeking an "enhanced case management" approach that would minimize his burden.

[10] Initially, Mushore proposed to have his case go first, i.e., before Staff presents its case. Mushore would file his affidavit, and any party could then cross-examine him. Mushore would also testify in reply, if necessary.

[11] Mushore proposed that in order to avoid inconsistent findings, the Panel could release its decision respecting him at the same time as its decision resulting from the main merits hearing.

[12] the motion hearing proceeded, Mushore's proposal evolved. One alternative he suggested contemplated that Staff would first file an affidavit that would include any documents relevant to Mushore. In proposing that alternative, Mushore anticipated, but understandably could not promise without seeing the documents, that he would raise no issues about their source or authenticity. Under Mushore's proposal, he would file his affidavit after Staff had filed its affidavit, and Mushore would be available for cross-examination by all parties.

[13] By the conclusion of the motion hearing, it was not clear to us which mechanisms Mushore was proposing. During argument, as we or other parties raised concerns about various alternatives, Mushore's response in some instances was that the concerns would have to be resolved in some way at some point in the future, possibly by the panel at the merits hearing. This left some loose ends and uncertainty about the subject matter of the motion. As we explain below, that uncertainty flows from the fact that the nature of this proceeding, including in particular Staff's allegations, does not lend itself well to the sort of relief Mushore seeks.

3.3 Would an expedited hearing, as proposed by Mushore, result in a just, expeditious and cost-effective proceeding?

3.3.1 Introduction

[14] Proceedings before the Tribunal are to be conducted in a just, expeditious and cost-effective manner.{2}

[15] Mushore correctly submitted that a hearing panel may adapt its hearing procedures to accommodate various factors, including the financial circumstances of a respondent.{3} However, as we explain below, we concluded that the mechanisms proposed by Mushore would not result in the most just, expeditious and cost-effective merits hearing, because:

a. despite Mushore's submission to the contrary, the allegations against him are inextricably intertwined with those against the other respondents;

b. we cannot accept Mushore's submission that his evidence is uncontested; and

c. none of the mechanisms that Mushore proposed would appropriately balance his interests with those of the other parties.

[16] We will address each of these three reasons in turn.

3.3.2 The allegations against the respondents are intertwined

[17] Staff submitted that one cannot separate the allegations against Mushore from those against the other respondents. The allegations are not independent; rather, they arise out of the same transactions and events. In some instances, Mushore's alleged liability is as a direct participant in conduct also carried out by others; in other instances, Mushore's alleged liability is indirect, as someone who authorized, permitted or acquiesced in Bridging's alleged misconduct.

[18] Staff submitted that because the allegations are so deeply intertwined, Staff cannot present Mushore's case separately; rather, in putting forward its case against Mushore, Staff would have to lead almost all its evidence against all respondents.

[19] David Sharpe and Natasha Sharpe also asserted that the allegations are intertwined. They further submitted that the roles and responsibilities of each respondent are likely to be in dispute. Should Mushore's motion be granted, they anticipate that their cross-examination of him would essentially result in a full hearing within a hearing.

[20] Even Mushore himself implicitly acknowledged the difficulty of separating, in some way, the allegations against him. This is reflected in his submission that given the nature of the allegations, he would not be able to determine in advance when he would have to attend the hearing in order to make full answer and defence to those allegations that pertain to him.

[21] We agree with the submissions of Staff and of the Sharpes. The allegations are intertwined, and we can easily foresee that an expedited merits hearing in any form would quickly develop into a full hearing, with potential duplication of effort.

3.3.3 There is no basis to conclude that Mushore's evidence is uncontested

[22] In his affidavit filed on this motion, Mushore testified that he does not believe that his evidence for the merits hearing "would in any way be contentious". He came to that conclusion principally by referring to the summaries of anticipated evidence of Staff's witnesses that he has received, which he claims contain only a single reference to him, about his having been involved in some "paperwork".

[23] Mushore may believe that his evidence would be uncontentious, but such a belief is patently unreasonable, and we cannot join him in it. For example, David Sharpe submitted that he would regard as contentious, among other things, Mushore's sworn evidence that:

a. Mushore was actively misled about David Sharpe's moral standing and expertise; and

b. Mushore and his family were the subject of threats from David Sharpe, designed to prevent Mushore from co-operating with Staff or Bridging's receiver.

[24] We also note that Staff disagreed with Mushore's characterization of the witness summaries, which according to Staff contain more than sixty references to Mushore. We did not have the summaries before us, but we did not need them in order to reject Mushore's submission that his evidence is uncontested. Even if the witness summaries foreshadowed no oral testimony that would contradict Mushore's evidence, there are other ways in which Staff and the other respondents may contest Mushore's evidence, including through documents, transcripts of Mushore's own examination as a witness in the investigation, or cross-examination.

[25] As a result, there was no basis to conclude that Mushore's evidence is uncontested. If, as the merits hearing approaches, Mushore believes that his evidence is uncontroversial, then it is of course open to him to seek to reach agreement with any or all parties about some or all of that evidence. If he were to be successful in doing so, he could make significant progress toward his goal of reducing the time and cost required to defend this proceeding.

3.3.4 None of the mechanisms that Mushore proposes would appropriately balance his interests with those of the other parties

[26] In light of our conclusions above, we cannot accept any of the various mechanisms that Mushore proposes.

[27] Any separate merits hearing would be impractical and would likely require duplication of effort, given that the allegations against Mushore are so intertwined with the allegations against the other respondents, and given that Mushore is, in some respects, adverse in interest to the Sharpes. Under those circumstances, a separate merits hearing would be contrary to, rather than consistent with, the objective of an expeditious and cost-effective proceeding.

[28] Permitting Mushore, over the objections of the other respondents, to put his case forward (including being subject to cross-examination) before Staff presents its case would unfairly force the other respondents to cross-examine Mushore without having had the benefit of hearing Staff's entire case. Alternatively, it would require Mushore to return after the conclusion of Staff's case, a result that would yield no efficiency.

[29] The usual sequence of events in a merits hearing is a tried and true means for discovering the truth in a way that maximizes procedural fairness for the parties. A departure from that usual sequence may be justified where, for example, the change improves rather than impairs overall procedural fairness. None of the mechanisms that Mushore proposes would accomplish that goal.

3.4 Conclusion

[30] Given the intertwined nature of the allegations, and the contentious nature of the issues between Mushore and the other parties, it would not be appropriate at this stage of the proceeding to modify the normal manner of conducting the merits hearing. We therefore issued the order dismissing Mushore's motion.

[31] However, all is not lost for Mushore. During the motion hearing, Staff committed to being willing to consider workable and appropriate accommodations to assist Mushore and the other respondents, in order to secure a just, expeditious and cost-effective merits hearing.

[32] We are confident that the panel hearing the merits of Staff's allegations will encourage the parties to be as transparent as possible about when various witnesses will testify, and when certain topics will be covered in direct examination, to the extent practicable. Mushore will be as well-equipped as is reasonably possible given the nature of the allegations, to decide which portions of the hearing he or his counsel wish to attend as an active participant or as an observer.

Dated at Toronto this 31st day of January, 2023

{1} RSO 1990, c S.5

{2} Capital Markets Tribunal Rules of Procedure and Forms, r 1

{3} Sino-Forest Corporation (Re), 2015 ONSEC 21; Statutory Powers Procedure Act, RSO 1990, c S.22, s 25.0.1(a)

B. Ontario Securities Commission

Notices

Notice of Correction -- SponsorsOne Inc. -- s. 21(b) of Ont. Reg. 398/21 under the OBCA

SponsorsOne Inc., published in the February 2, 2023 issue of the Bulletin at (2023), 46 OSCB 1031, was published with the incorrect date. The correct date of the Consent is January 26, 2023.

Orders

West Red Lake Gold Mines Inc. -- s. 1(6) of the OBCA

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF WEST RED LAKE GOLD MINES INC. (the Applicant)

ORDER (Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA;

2. The Applicant's head office is located in Ontario;

3. The Applicant has no intention to seek public financing by way of an offering of securities;

4. On January 24, 2023, the Applicant was granted an order (the Reporting Issuer Order) pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or equivalent in any other jurisdiction in Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications; and

5. The representations set out in the Reporting Issuer Order continue to be true.

AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 1(6) of the OBCA, that the Applicant be deemed to have ceased to be offering its securities to the public.

DATED at Toronto this 31st of January 2023.

Zymeworks ExchangeCo Ltd.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.B.C. 1996, c. 418, s. 88.

February 3, 2023

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 ZYMEWORKS EXCHANGECO LTD. (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) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario; and

(c) 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 each of the other provinces and territories of Canada.

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.

Whistler Blackcomb Holdings Inc.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.B.C. 1996, c. 418, s. 88.

February 6, 2023

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 WHISTLER BLACKCOMB 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, Manitoba, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, Yukon, Northwest Territories and Nunavut, 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 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.

Medifocus Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer is not an OTC reporting issuer -- the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country -- issuer is not in default of securities legislation except it has not filed certain annual and interim financial statements, related management's discussion and analysis and related certifications -- requested relief to cease to be a reporting issuer granted.

Applicable Legislative Provisions

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

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

February 3, 2023

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 MEDIFOCUS INC. (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 (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):

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

(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 British Columbia and Alberta.

Interpretation

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

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

1. The Filer was incorporated under theBusiness Corporations Act (Ontario) on April 25, 2005.

2. The Filer is a reporting issuer in each of the Provinces of British Columbia, Alberta and Ontario. The Filer is not a reporting issuer in any other jurisdiction in Canada.

3. The Filer does not have a physical head office. The registered office of the Filer is located at 1090 Don Mills Rd, Suite #404, Toronto, Ontario M3C 3R6 and the mailing address of the Filer is located at 8630-M Guilford Rd #342 Columbia, MD USA 21046.

4. The Filer is subject to a failure-to-file cease trade order (FFCTO) issued by the OSC on September 4, 2020, and effective in each other jurisdiction in which Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies and in each jurisdiction that has a statutory reciprocal order provision.

5. The FFCTO was issued as a result of the Filer's failure to file the following continuous disclosure materials as required by applicable Canadian securities laws:

(i) audited financial statements for the year ended March 31, 2020;

(ii) management's discussion and analysis relating to the audited annual financial statements for the year ended March 31, 2020;

(iii) interim financial statements for the period ended June 30, 2020;

(iv) management's discussion and analysis relating to the interim financial statements for the period ended June 30, 2020; and

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

(collectively, the Unfiled Documents).

6. Except for certain press releases filed by the Filer, the Filer has not filed continuous disclosure documents required to be filed by applicable Canadian securities laws since the date of the FFCTO (together with the Unfiled Documents, the Unfiled Continuous Disclosure Documents).

7. The Filer has concurrently filed an application with the OSC under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions for an order pursuant to Section 144 of the Legislation revoking the FFCTO without requiring the Filer to file the Unfiled Continuous Disclosure Documents, to be effective on the same date as the Order Sought.

8. The Filer became insolvent and on September 8, 2021, the Filer filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the NOI Proceedings). msi Spergel Inc. (MSI) was appointed as proposal trustee under the NOI Proceedings.

9. On October 7, 2021, the NOI Proceedings were continued under the Companies' Creditors Arrangement Act (the CCAA and such proceedings being the CCAA Proceedings) pursuant to an Initial Order (the Initial Order) granted by the Superior Court of Justice (Commercial List) (the Court). Pursuant to the Initial Order, the Court, inter alia, appointed MSI as monitor of the Filer under the CCAA Proceedings (the Monitor) and authorized the Filer to obtain a loan from Asset Profits Limited (APL), a corporation existing under the laws of the British Virgin Islands, in the maximum amount of $700,000 in order to finance the Filer's working capital requirements and for other general corporate purposes and expenditures (the DIP Loan). As of the closing of the Transaction (as defined herein), $700,000 was outstanding under the DIP Loan.

10. On February 8, 2022, the Court granted an order under the CCAA (the Transaction Approval and Reverse Vesting Order) pursuant to which, inter alia, (i) the Court vested all liabilities of the Filer of any kind or nature whatsoever, other than the DIP Loan and liabilities accruing after the date of delivery of the Monitor's certificate, in 1000101532 Ontario Inc. (ResidualCo) and released the Filer from same; and (ii) the Court authorized the completion of a reorganization transaction (the Transaction) partially comprised of the following steps:

(i) APL shall subscribe for 18,498,421,500 common shares of the Filer (the Common Shares and such Common Shares subscribed for by APL being the Restructured Shares) via private placement pursuant to Section 2.11(a) of National Instrument 45-106Prospectus Exemptions, to be paid by the forgiveness by APL of the DIP Loan;

(ii) the Common Shares (including the Restructured Shares) shall be consolidated on the basis of one new Common Share for every 184,984,215 old Common Shares (the Consolidation) and any fractional Common Shares outstanding following the Consolidation shall be cancelled, such that APL shall become the sole shareholder of the Filer; and

(iii) all equity interests, compensation plans and other securities of the Filer, other than the Restructured Shares, shall be cancelled for no consideration such that APL shall become the sole securityholder of the Filer.

11. Pursuant to the Transaction Approval and Reverse Vesting Order, the Court ordered that no shareholder approval or other approval was required to complete the Transaction.

12. On August 4, 2022, the Filer received a partial revocation order from the OSC to enable the Issuer to complete the Transaction.

13. The Transaction was completed on August 12, 2022. On August 15, 2022, the Filer disseminated a news release announcing the completion of the Transaction and filed such news release as well as a material change report on the Filer's profile on the System for Electronic Document Analysis and Retrieval.

14. ResidualCo is a wholly-owned subsidiary of the Filer. The Filer does not have any other subsidiaries. Pursuant to the Transaction Approval and Reverse Vesting Order, the Monitor, for and on behalf of ResidualCo, will file an assignment in bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada).

15. The Common Shares previously traded on the TSX Venture Exchange (the TSXV) under the trading symbol "MFS". The Common Shares were suspended from trading on the TSXV in connection with the FFCTO. The Common Shares were delisted from the TSXV effective as of the close of business on August 19, 2022.

16. The Common Shares were previously quoted for trading on the OTC Pink in the United States (the OTC Pink) under the symbol "MDFZF". The Common Shares were delisted from the OTC Pink prior to market open on August 22, 2022.

17. As a result of the completion of the Transaction, the only outstanding securities of the Filer are the Restructured Shares held by APL. The Filer has no other outstanding securities (including debt securities).

18. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions of Canada and fewer than 51 security holders in total worldwide.

19. 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.

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

21. The Filer has no current intention to seek financing by way of a public offering of its securities in Canada.

22. The Filer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than its obligations to complete and file the Unfiled Continuous Disclosure Documents.

23. But for the fact that the Filer is subject to the FFCTO as a result of failing to file the Unfiled Continuous Disclosure Documents, the Filer would be eligible to use the "simplified procedure" under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

24. 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.

25. Upon the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.

Order

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 Order Sought is granted.

Wells Fargo Canada 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).

February 7, 2023

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 WELLS FARGO CANADA 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 Reporting Issuer Applications (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 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

Interpretation

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

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 21-101Marketplace 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.

Personas Social Incorporated

February 3, 2023

PERSONAS SOCIAL INCORPORATED

REVOCATION ORDER Under the Securities Legislation of Ontario (the Legislation)

Background

1. Personas Social Incorporated (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on May 6, 2022.

2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.

Interpretation

Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

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

3. The Applicant is a corporation that was continued pursuant to the Business Corporations Act (Alberta) on January 10, 2008.

4. The Applicant's head office is located at 155 University Ave, Toronto, Ontario, M5H 3B7 and its registered office is located at 1250, 639 -- 5 Avenue SW, Calgary, Alberta, T2P 0M9.

5. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Yukon (the Reporting Jurisdictions).

6. The authorized capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of preference shares. As at the date hereof, 325,589,359 common shares were issued and outstanding (the Shares).

7. The Shares are listed for trading on the TSX Venture Exchange but trading in the Shares has been suspended as a result of the FFCTO and on the OCTPK. The Applicant will apply for the suspension to be lifted following a full revocation of the FFCTO.

8. Other than the Shares, the Applicant has options to purchase 40,542,800 shares outstanding under the Applicant's employee stock option plan; warrants to purchase 1,200,000 shares and $250,000 debentures.

9. No securities of the Applicant are traded in Canada or any other 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.

10. The FFCTO was issued as a result of the Applicant's failure to file its audited annual financial statements for the year ended December 31, 2021 and accompanying management's discussion and analysis (MD&A), within the timeframe required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and certifications (NI 52-109 Certificates) of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Unfiled Documents).

11. Subsequent to the failure to file the Unfiled Documents, the Filer had also failed to file the unaudited interim financial reports, accompanying MD&As and NI 52-109 Certificates for the interim period ended June 30, 2022 (Interim Documents) in accordance with the requirements of Ontario securities laws.

12. The Unfiled Documents and subsequent filings were not filed in a timely manner as a result of the Applicant's difficulties in hiring and retaining adequate finance employees necessary to help complete the Applicant's audit.

13. The Applicant is subject to the FFCTO. The Applicant applied for revocations of the FFCTO to the Principal Regulator.

14. Since the issuance of the FFCTO, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions (i) the Unfiled Documents, and (ii) the Interim Documents.

15. The Applicant is now i) up to date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the FFCTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. The Applicant has the necessary financial resources to pay all outstanding fees and all fees including late fees have been paid to the applicable securities commissions.

18. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant held an annual general meeting of its shareholders on November 7, 2022, and at which time all resolutions contemplated at this meeting were pass by the shareholders of the Applicant.

21. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the FFCTO and concurrently file the news release and a related material change report on SEDAR.

Order

22. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

23. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.

Reasons and Decisions

Agrinam Acquisition Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Issuer granted relief from certain restricted security requirements under National Instrument 41-101 General Prospectus Requirements, National Instrument 44-101 Short Form Prospectus Distributions, and National Instrument 51-102 Continuous Disclosure Obligations -- relief granted subject to conditions.

OSC Rule 56-501 Restricted Shares -- Issuer granted relief from certain restricted share requirements under OSC Rule 56-501 -- relief granted subject to conditions.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 12.2, 12.3, and 19.1.

Form 41-101F1 Information Required in a Prospectus, ss. 1.13 and 10.6.

National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1.

Form 44-101F1 Short Form Prospectus, ss. 1.12 and 7.7.

National Instrument 51-102 Continuous Disclosure Obligations, Part 10 and s. 13.1.

OSC Rule 56-501 Restricted Shares, Parts 2 and 3, and s. 4.2.

February 1, 2023

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 AGRINAM ACQUISITION CORPORATION (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the requirements under:

(a) section 12.2 of National Instrument 41-101 -- General Prospectus Requirements (NI 41-101), relating to the use of restricted security terms, and sections 1.13 and 10.6 of Form 41-101F1 -- Information Required in a Prospectus (Form 41-101F1) and sections 1.12 and 7.7 of Form 44-101F1 -- Short Form Prospectus (Form 44-101F1) relating to restricted security disclosure shall not apply to the common shares in the capital of the Filer (the Common Shares) (the Prospectus Disclosure Exemption) in connection with (i) the final prospectus the Filer will be required to file pursuant to the Toronto Stock Exchange Company Manual (the TSX Company Manual) containing disclosure regarding a proposed qualifying acquisition for the Filer (the Filer's Prospectus) and (ii) other prospectuses (together with the Filer's Prospectus, Prospectuses) that may be filed by the Filer under National Instrument 44-101 -- Short Form Prospectus Distributions (NI 44-101), including a prospectus filed under National Instrument 44-102 -- Shelf Distributions;

(b) section 12.3 of NI 41-101 relating to prospectus filing eligibility for distributions of restricted securities, subject securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, restricted securities or subject securities, shall not apply to distributions of Common Shares, PV Shares (as defined below) or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Common Shares or PV Shares (the Prospectus Eligibility Exemption) in connection with Prospectuses;

(c) Part 2 of OSC Rule 56-501 -- Restricted Shares (OSC Rule 56-501) relating to the use of restricted share terms and restricted share disclosure shall not apply to the Common Shares (the OSC Rule 56-501 Disclosure Exemption) in connection with dealer and adviser documentation, rights offering circulars and offering memoranda (OSC Rule 56-501 Documents) of the Filer;

(d) Part 3 of OSC Rule 56-501 relating to the withdrawal of prospectus exemptions for distributions of restricted shares, subject securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, restricted shares or subject securities, shall not apply to the distribution of the Common Shares, PV Shares (as defined below) or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Common Shares or PV Shares (the OSC Rule 56-501 Withdrawal Exemption) in connection with stock distributions (as defined in OSC Rule 56-501) of the Filer; and

(e) Part 10 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) relating to the use of restricted security terms and restricted security disclosure shall not apply to the Common Shares (the CD Disclosure Exemption) in connection with continuous disclosure documents (the CD Documents) that may be filed by the Filer under NI 51-102.

The aforementioned requirements are collectively referred to as the Restricted Security Rules. The Prospectus Disclosure Exemption, the Prospectus Eligibility Exemption, the OSC Rule 56-501 Disclosure Exemption, the OSC Rule 56-501 Withdrawal Exemption and the CD Disclosure Exemption are collectively referred to as 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 Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (other than with respect to the OSC Rule 56-501 Disclosure Exemption and the OSC Rule 56-501 Withdrawal Exemption), which, pursuant to subsection 8.2(2) of National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202) and subsection 5.2(6) of National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (NP 11-203), also satisfies the notice requirement of paragraph 4.7(1)(c) of MI 11-102.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, NP 11-202, NP 11-203, NI 41-101, NI 44-101, NI 51-102 and OSC Rule 56-501 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. Representations made by the Filer

1.1 The Filer is a corporation incorporated under the Business Corporations Act (British Columbia) (the BCBCA) and is a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon.

1.2 The head office of the Filer is located in Miami, Florida and the registered office of the Filer is located in Vancouver, British Columbia.

1.3 The Filer is a special purpose acquisition corporation incorporated for the purpose of effecting a qualifying acquisition (a Qualifying Acquisition) pursuant to the rules of the Toronto Stock Exchange (the TSX).

1.4 The authorized share capital of the Filer consists of an unlimited number of class A restricted voting shares (Class A Shares), an unlimited number of class B shares (Class B Shares), an unlimited number of common shares (Common Shares), and an unlimited number of proportionate voting shares (PV Shares, and together with the Common Shares, the Shares).

1.5 The Filer's Class A Shares, share purchase warrants (Warrants), and rights (Rights) are listed on the TSX under the symbols "AGRI.U", "AGRI.WT.U" and "AGRI.RT", respectively. As of January 20, 2023, the Filer's issued and outstanding securities included 13,800,001 Class A Shares, 3,450,000 Class B Shares, 22,510,000 Warrants, and 13,800,000 Rights.

1.6 Warrants are exercisable 65 days after the closing date of a Qualifying Acquisition, with each Warrant entitling the holder to acquire one Common Share at an exercise price of U.S.$11.50 per share. The Warrants will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of a Qualifying Acquisition or may expire earlier if the expiry date of the Warrants is accelerated in accordance with the terms thereof.

1.7 Rights are convertible after the closing date of a Qualifying Acquisition, with each Right entitling the holder to receive one-tenth (1/10) of a Common Share for no additional consideration, provided that Rights will only be converted for a whole number of Common Shares.

1.8 On or following completion of a Qualifying Acquisition, each Class A Share (unless previously redeemed) will be automatically converted into a Common Share and the Class B Shares will be automatically converted on a 100-for-1 basis into PV Shares and the Filer's outstanding share capital will consist of only Common Shares and PV Shares. No further Class A Shares or Class B Shares may be issued following closing of a Qualifying Acquisition.

1.9 Upon completion of a Qualifying Acquisition, the PV Shares will constitute subject securities (as defined in NI 41-101 and OSC Rule 56-501) and the Filer's only issued and outstanding subject securities will be the PV Shares.

1.10 Following a Qualifying Acquisition:

(a) The Common Shares may at any time, at the option of the holder thereof and with the consent of the Filer, be converted into PV Shares at a ratio of one (1) PV Share for one hundred (100) Common Shares.

(b) The PV Shares may at any time, at the option of the holder thereof, be converted into Common Shares on the basis of one hundred (100) Common Shares for one (1) PV Share, with fractional PV Shares convertible into Common Shares on the same ratio, subject to certain limitations on conversion that maintain the Filer's status as a "foreign private issuer" as defined in Rule 405 of the United States Securities Act of 1933, as amended. The Filer shall not effect any conversion of PV Shares, and the holders of PV Shares shall not have the right to convert any portion of the PV Shares to the extent that after giving effect to such issuance after conversions, the aggregate number of Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 and 12g3-2(a) under the United States Securities Exchange Act of 1934, as amended) would exceed forty percent (40%) of the aggregate number of Shares issued and outstanding.

(c) If the board of directors of the Filer determines that it is no longer advisable to maintain the PV Shares as a separate class of shares, then the PV Shares shall be converted into Common Shares on the basis of one hundred (100) Common Shares for one (1) PV Share, with fractional PV Shares convertible into Common Shares on the same ratio.

(d) Holders of Common Shares and PV Shares are entitled to dividends if, as and when dividends are declared by the board of directors, with each PV Share being entitled to one hundred (100) times the amount paid or distributed per Common Share (or, if a stock dividend is declared on the Common Shares payable in Common Shares only if the board of directors simultaneously declares a stock dividend in: (A) PV Shares on the PV Shares, in a number of shares per PV Share (or fraction thereof) equal to the number of shares declared per Common Share (or fraction thereof); or (B) Common Shares on the PV Shares, in a number of shares per PV Share (or fraction thereof) equal to the number of shares declared by Common Share (or fraction thereof), multiplied by one hundred (100)), and fractional PV Shares will be entitled to the applicable fraction thereof, and otherwise without preference or distinction among or between the Shares.

(e) In the event of the liquidation, dissolution or winding-up of the Filer, the holders of Common Shares and PV Shares are entitled to participate in the distribution of the remaining property and assets of the Filer, with each PV Share being entitled to one hundred (100) times the amount distributed per Common Share and fractional PV Shares will be entitled to the applicable fraction thereof, and otherwise without preference or distinction among or between the Shares.

(f) The holders of the Common Shares and PV Shares will be entitled to receive notice of, attend and vote at any meeting of shareholders of the Filer, except those meetings at which holders of a specific class of shares are entitled to vote separately as a class under the BCBCA.

(g) The Common Shares will carry one (1) vote per share and the PV Shares will carry one hundred (100) votes per share. Fractional PV Shares will be entitled to the number of votes calculated by multiplying the fraction by one hundred (100).

1.11 The rights, privileges, conditions and restrictions attaching to the Shares may be modified if the amendment is authorized by not less than 66^2/3% of the votes cast at a meeting of holders of the Shares duly held for that purpose. However, holders of Common Shares and PV Shares shall each be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment which would prejudice or interfere with any rights or special rights of the holders of Common Shares or PV Shares, as applicable, or which would affect the rights of the holders of the Common Shares and the holders of PV Shares differently, on a per share basis that differs from the basis of one (1) per share in the case of the Common Shares and one hundred (100) per share in the case of the PV Shares.

1.12 No subdivision or consolidation of the Common Shares or PV Shares may be carried out unless, at the same time, the shares of the other class are subdivided or consolidated in the same manner and on the same basis, so as to preserve the relative rights of the holders of each such class of shares.

1.13 In addition to the conversion rights described above, if an offer (Offer) is made for PV Shares where: (a) by reason of applicable securities legislation or stock exchange requirements, the Offer must be made to all holders of the class of PV Shares; and (b) no equivalent offer is made for the Common Shares, the holders of Common Shares shall have the right, at their option, to convert their Common Shares into PV Shares for the purposes of allowing the holders of the Common Shares to tender to the Offer, provided however that such conversion will be solely for the purpose of tendering the PV Shares to the Offer in question and that any PV Shares that are tendered to the Offer but that are not, for any reason, taken up and paid for by the offeror will automatically be reconverted into the Common Shares that existed prior to such conversion.

1.14 In the event that holders of Common Shares are entitled to convert their Common Shares into PV Shares in connection with an Offer, holders of an aggregate of an odd lot of Common Shares of less than one hundred (100) (an Odd Lot) will be entitled to convert all but not less than all of such Odd Lot of Common Shares into an applicable fraction of one PV Share, provided that such conversion into a fractional PV Shares will be solely for the purpose of tendering the fractional PV Share to the Offer in question and that any fraction of a PV Shares that is tendered to the Offer but that is not, for any reason, taken up and paid for by the offeror will automatically be reconverted into the Common Shares that existed prior to such conversion.

1.15 The Filer is seeking the Exemption Sought in respect of, among other things, references to the Common Shares in Prospectuses and CD Documents.

1.16 Section 12.2 of NI 41-101 requires that an issuer must not refer to a security in a prospectus by a term or a defined term that includes the word "common" unless the security is an equity security to which are attached voting rights exercisable in all circumstances, irrespective of the number or percentage of securities owned, that are not less, per security, than the voting rights attached to any other outstanding security of the issuer.

1.17 Section 12.3 of NI 41-101 requires that an issuer must not file a prospectus under which restricted securities, subject securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, restricted securities or subject securities, are distributed unless:

(a) the distribution has received prior majority approval of the securityholders of the issuer in accordance with applicable law, including approval on a class basis if required and excluding any votes attaching at the time to securities held, directly or indirectly, by affiliates of the issuer or control persons of the issuer, or

(b) at the time of any restricted security reorganization related to the securities to be distributed:

(i) the restricted security reorganization received prior majority approval of the securityholders of the issuer in accordance with applicable law, including approval on a class basis if required and excluding any votes attaching at the time to securities held, directly or indirectly, by affiliates of the issuer or control persons of the issuer,

(ii) the issuer was a reporting issuer in at least one jurisdiction, and

(iii) no purposes or business reasons for the creation of restricted securities were disclosed that are inconsistent with the purpose of the distribution.

1.18 Sections 1.13 and 10.6 of Form 41-101F1 and sections 1.12 and 7.7 of Form 44-101F1 require that an issuer provide certain restricted security disclosure.

1.19 Section 2.2 of OSC Rule 56-501 requires dealer and adviser documentation to include the appropriate restricted share term if restricted shares and the appropriate restricted share term or a code reference to restricted shares or the appropriate restricted share term are included in a trading record published by the TSX or other exchange listed in OSC Rule 56-501.

1.20 Section 2.3 of OSC Rule 56-501 requires that a rights offering circular or offering memorandum for a stock distribution prepared for a reporting issuer comply with certain requirements including, among others, that restricted shares may not be referred to by a term or a defined term that includes "common", "preference" or "preferred" and that such shares shall be referred to using a term or a defined term that includes the appropriate restricted share term.

1.21 Section 3.2 of OSC Rule 56-501 provides that the prospectus exemptions under Ontario securities law are not available for a stock distribution of securities of a reporting issuer unless either the stock distribution received minority approval of shareholders or all the conditions set out in subsection 3.2(2) are satisfied and the information circular relating to the shareholders' meeting held to obtain such minority approval for the stock distribution included prescribed disclosure.

1.22 Section 10.1 of NI 51-102 requires a reporting issuer that has outstanding restricted securities, or securities that are directly or indirectly convertible into or exercisable or exchangeable for restricted securities or securities that will, when issued, result in an existing class of outstanding securities being considered restricted securities, to provide specific disclosure with respect to such securities in its information circular, a document required by NI 51-102 to be delivered upon request by a reporting issuer to any of its securityholders, an annual information form prepared by the reporting issuer as well as any other documents that it sends to its securityholders.

1.23 Section 10.2 of NI 51-102 sets out the procedure to be followed with respect to the dissemination of disclosure documents to holders of restricted securities.

1.24 Pursuant to the Restricted Security Rules, a "restricted security" means an equity security of a reporting issuer if any of the following apply:

(a) there is another class of securities of the reporting issuer that, to a reasonable person, appears to carry a greater number of votes per security relative to the equity security,

(b) the conditions attached to the class of equity securities, the conditions attached to another class of securities of the reporting issuer, or the reporting issuer's constating documents have provisions that nullify or, to a reasonable person, appear to significantly restrict the voting rights of the equity securities, or

(c) the reporting issuer has issued another class of equity securities that, to a reasonable person, appears to entitle the owners of securities of that other class to participate in the earnings or assets of the reporting issuer to a greater extent, on a per security basis, than the owners of the first class of equity securities.

1.25 As the PV Share will entitle the holders thereof to multiple votes per PV Share held, it will technically represent a class of securities to which multiple votes are attached. The multiple votes attaching to the PV Shares would, absent the Exemption Sought, have the following consequences in respect of the technical status of the Common Shares:

(a) pursuant to NI 41-101 and NI 44-101, the Filer would be unable to use the word "common" to refer to the Common Shares in the Prospectuses and the Filer would be required to provide the specific disclosure required by NI 41-101 and NI 44-101 because the PV Shares would represent a security to which are attached voting rights exercisable in all circumstances, irrespective of the number or percentage of securities owned, that are more, per security, than the voting rights attached to the Common Shares,

(b) the Common Shares would be considered "restricted shares" pursuant to OSC Rule 56-501 and the Filer would be subject to the dealer and advisor documentary disclosure obligations and distribution restrictions in OSC Rule 56-501 because the PV Shares would represent a security to which is attached voting rights exercisable in all circumstances, irrespective of the number of percentage of shares owned, that are more, on a per share basis, than the voting rights attaching to the Common Shares and the Filer would be unable to use the word "common" to refer to the Common Shares in a rights offering circular or offering memorandum for a stock distribution, and

(c) the Common Shares could be considered "restricted securities" pursuant to para. (a) of the definition of the term in NI 51-102 and the Filer would be required to provide the specific disclosure required by NI 51-102 in respect of the Common Shares because the PV Shares would represent another class of securities of the Filer that, to a reasonable person, appears to carry a greater number of votes per security relative to the Common Shares.

The TSX advised the Filer on September 13, 2022 that they will permit the Filer to designate the Common Shares as common shares.

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 provided that:

(a) in connection with the Prospectus Disclosure Exemption and the Prospectus Eligibility Exemption as they apply to Prospectuses, at the time the Filer relies on the Exemption Sought:

(i) the representations in paragraphs 1.8 to 1.14, above, continue to apply;

(ii) the Filer has no restricted securities (as defined in section 1.1 of NI 41-101) issued and outstanding other than the Common Shares; and

(iii) the Prospectuses include disclosure consistent with the representations in paragraphs 1.8 to 1.14 above;

(b) in connection with the OSC Rule 56-501 Disclosure Exemption as it applies to the OSC Rule 56-501 Documents, at the time the Filer relies on the Exemption Sought:

(i) the representations in paragraphs 1.8 to 1.14, above, continue to apply; and

(ii) the Filer has no restricted shares (as defined in section 1.1 of OSC Rule 56-501) issued and outstanding other than the Common Shares;

(c) in connection with the OSC Rule 56-501 Withdrawal Exemption, at the time the Filer relies on the Exemption Sought:

(i) the representations in paragraphs 1.8 to 1.14, above, continue to apply; and

(ii) the Filer has no restricted shares (as defined in section 1.1 of OSC Rule 56-501) issued and outstanding other than the Common Shares; and

(d) in connection with the CD Disclosure Exemption as it applies to the CD Documents, at the time the Filer relies on the Exemption Sought:

(i) the representations in paragraphs 1.8 to 1.14, above, continue to apply; and

(ii) the Filer has no restricted securities (as defined in subsection 1.1(1) of NI 51-102) issued and outstanding other than the Common Shares.

Purpose Cash Management Fund et al.

February 6, 2023

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 PURPOSE INVESTMENTS INC. (the Filer) AND PURPOSE CASH MANAGEMENT FUND, FOUNDATION WEALTH EQUITY POOL, FOUNDATION WEALTH INCOME POOL, FOUNDATION WEALTH DIVERSIFIER POOL, BLACK DIAMOND IMPACT CORE EQUITY FUND (collectively, the Funds)

DECISION

I. Background

1. 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 Funds dated March 22, 2022 be extended to those time limits that would apply if the lapse date was April 14, 2023 (the Requested Relief).

2. 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 and territories of Canada (together with Ontario, theJurisdictions).

II. Interpretation

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

III. Representations

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

1. The Filer is a corporation existing under the laws of the Province of Ontario.

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

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

4. The Filer is the trustee and manager of the Funds.

5. Each of the Funds is (a) a mutual fund established under the laws of the province of Ontario and (b) a reporting issuer as defined in the securities legislation of each of the Jurisdictions.

6. Neither the Filer nor any of the Funds are in default of securities legislation in any of the Jurisdictions.

7. Each Fund currently distributes its securities in the Jurisdictions pursuant to a simplified prospectus and annual information form each dated March 22, 2022, as amended by amendment no. 1 dated May 27, 2022, amendment no. 2 dated August 23, 2022 and amendment no. 3 dated November 24, 2022 (theCurrent Prospectus).

8. The lapse date of the Current Prospectus under the Legislation is March 22, 2023 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Securities Act (Ontario) (the Act), the distribution of securities of the Funds would have to cease on the Current Lapse Date unless: (i) the Funds file a pro forma simplified prospectus at least 30 days prior to the Current Lapse Date; (ii) the final simplified prospectus of the Funds is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final simplified prospectus of the Funds is obtained within 20 days after the Current Lapse Date.

9. Pursuant to subsection 62(1) of the Act, the lapse date of the current simplified prospectus of the funds listed in Schedule A (the Other Funds) under the Legislation is April 14, 2023.

10. The Filer wishes to combine the Current Prospectus of the Funds with the current prospectus of the Other Funds in order to reduce renewal, printing and related costs of the Funds and the Other Funds. Offering the Funds and the Other Funds under one simplified prospectus would facilitate the distribution of the Funds in the Jurisdictions under the same simplified prospectus and enable the Filer to streamline disclosure across the Filer's fund platform. As the Funds and the Other Funds are managed by the Filer and are established under the same declaration of trust offering them under the same simplified prospectus would allow investors to more easily compare the features of the Funds and the Other Funds.

11. It would be unreasonable to incur the costs and expenses associated with preparing two separate renewal simplified prospectuses given how close in proximity the lapse date of the Current Prospectus and the lapse date of the current simplified prospectus of the Other Funds are to one another.

12. There have been no material changes in the affairs of the Funds since the date of the Current Prospectus. Accordingly, the Current Prospectus and current Fund Facts and ETF Facts of the Funds represent the current information of the Funds.

13. Given the disclosure obligation of the Funds, should any material changes occur, the Current Prospectus and the current Fund Facts and ETF Facts of the Funds will be amended as required under the Legislation.

14. New investors in the Funds will receive delivery of the most recently filed Fund Facts or ETF Facts, as applicable, of the applicable Fund(s). The Current Prospectus will still be available upon request.

15. The Requested Relief will not affect the accuracy of the information contained in the Current Prospectus and therefore will not be prejudicial to the public interest.

IV. 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 Requested Relief is granted.

SCHEDULE A

THE OTHER FUNDS

Purpose Canadian Preferred Share Fund

Purpose Global Resource Fund

Purpose Canadian Equity Growth Fund

Purpose Special Opportunities Fund

Purpose Canadian Income Growth Fund

Purpose Global Innovators Fund

Purpose Strategic Yield Fund

Purpose Core Dividend Fund

Purpose Tactical Hedged Equity Fund

Purpose Monthly Income Fund

Purpose Total Return Bond Fund

Purpose Global Bond Class

Purpose Best Ideas Fund

Purpose Real Estate Income Fund

Purpose Enhanced Premium Yield Fund

Purpose Tactical Asset Allocation Fund

Purpose Core Equity Income Fund

Purpose Multi-Asset Income Fund

Purpose Marijuana Opportunities Fund

Purpose Global Climate Opportunities Fund

Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Failure to File Cease Trade Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

Outstanding Management & Insider Cease Trading Orders

IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3488342

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3473848

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3473851

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3475699

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03455632

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03475295

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03478024

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03441949

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03352029

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03372521

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #03409909

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

NON-INVESTMENT FUNDS

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3483574

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3488547

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3488303

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3453006

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3481575

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3482986

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3483957

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3420763

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3482773

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3470104

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3471503

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3483758

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3488303

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3481864

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3479714

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Type and Date:

Offering Price and Description:

Underwriter(s) or Distributor(s):

Promoter(s):

Project #3439377

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Registrations

Registrants

SRO, Marketplaces, Clearing Agencies and Trade Repositories

Clearing Agencies

OSC Staff Notice of Request for Comment -Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the Risk Manual of the CDCC Regarding the Base Initial Margin Model Used to Calibrate Margin Relief for Exchange Traded Derivatives

OSC STAFF NOTICE OF REQUEST FOR COMMENT -- CANADIAN DERIVATIVES CLEARING CORPORATION (CDCC) -- PROPOSED AMENDMENTS TO THE RISK MANUAL OF THE CDCC REGARDING THE BASE INITIAL MARGIN MODEL USED TO CALIBRATE MARGIN RELIEF FOR EXCHANGE TRADED DERIVATIVES

The Ontario Securities Commission is publishing for public comment the proposed amendments to the CDCC Risk Manual regarding the methodology used to calibrate margin relief for Futures products listed at the Montréal Exchange (the "Bourse") and cleared by CDCC.

The purpose of the proposed amendments is to extend the offering of margin relief to a larger group of Futures products while maintaining appropriate level of margin coverage.

The comment period ends on March 13, 2023.

A copy of the CDCC Notice is published on our website at http://www.osc.ca.

[Editor's note: OSC Staff Notice of Request for Comment -- Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the Risk Manual of the CDCC regarding the Base Initial Margin Model used to Calibrate Margin Relief for Exchange Traded Derivatives is reproduced on the following internally numbered pages. Bulletin pagination resumes at the end of the notice.]