Ontario Securities Commission Bulletin
Issue 47/27 - July 04, 2024
Ont. Sec. Bull. Issue 47/27
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• TSX Inc. -- Contingent Option Trades -- Notice of Approval
• Treasury Metals Inc. -- s. 21(b) of Ont. Reg. 398/21 of the OBCA
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Riot Platforms, Inc. and Bitfarms Ltd.
FOR IMMEDIATE RELEASE
June 27, 2024
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated June 27, 2024 is available at capitalmarketstribunal.ca.
For Media Inquiries:
For General Inquiries:
Riot Platforms, Inc. and Bitfarms Ltd.
FOR IMMEDIATE RELEASE
July 2, 2024
TORONTO -- The hearing of the Application in the above-named matter is scheduled to be heard on July 22 and July 23, 2024 at 10:00 a.m. on each day.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th Floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "Register to attend" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
For Media Inquiries:
For General Inquiries:
File No. 2024-11
Adjudicator: |
Timothy Moseley |
June 27, 2024
WHEREAS on June 27, 2024, the Capital Markets Tribunal held a hearing by videoconference regarding the application filed by Riot Platforms, Inc. dated June 24, 2024, requesting certain relief with respect to the shareholder rights plan adopted by Bitfarms Ltd. on June 10, 2024;
AND WHEREAS the Tribunal considered a request for intervenor status by the Special Committee of the Board of Directors of Bitfarms (the Special Committee);
ON HEARING the submissions of the representatives for Riot Platforms, the Special Committee and the Ontario Securities Commission, and on being advised that Bitfarms consents to, and Riot Platforms and the Commission do not oppose, the Special Committee's request for intervenor status on the terms set out in this order;
IT IS ORDERED THAT:
1. pursuant to rule 24(4) of the Capital Markets Tribunal Rules of Procedure:
a. the Special Committee is granted intervenor status in this proceeding, with full rights of participation; and
b. Bitfarms will not file evidence, examine witnesses or make submissions in this proceeding; and
2. a further case management hearing is scheduled for July 2, 2024, at 9:00 a.m., by videoconference, or as may be agreed to by the parties and set by the Governance & Tribunal Secretariat.
Notice of Memorandum of Cooperation Concerning Cooperation and the Exchange of Information Related to the Supervision of Cross-Border Clearing Agencies Operating as Central Counterparties in Ontario and Japan
July 4, 2024
The Ontario Securities Commission (OSC) has entered into a Memorandum of Cooperation (MOC) with the Financial Services Agency of Japan (JFSA) concerning regulatory cooperation related to the supervision and oversight of clearing agencies operating as central counterparties (CCPs) in Ontario and Japan. The MOC provides a comprehensive framework for consultation, cooperation and information-sharing related to the supervision and oversight of CCPs. The MOC came into effect on June 27, 2024.
Questions may be referred to:
In view of the growing globalization of the world's financial markets and the increase in cross-border operations and activities of regulated entities, the Financial Services Agency of Japan and the Ontario Securities Commission (collectively, the "Authorities") have reached this Memorandum of Cooperation ("MOC") regarding cooperation and the exchange of information in the supervision and oversight of clearing agencies that operate on a cross-border basis in both Japan and Ontario, Canada. This MOC does not preclude information sharing or cooperation with respect to persons that are not specifically defined as covered by this MOC but that nonetheless may be subject to regulatory requirements in Japan or Ontario, Canada. The Authorities express, through this MOC, their willingness to cooperate with each other in the interest of fulfilling their respective regulatory mandates with respect to clearing agencies operating as central counterparties.
For purposes of this MOC:
1. "Authority" means:
a. In Japan, the Financial Services Agency ("JFSA");
b. In Canada, the Ontario Securities Commission ("OSC"), or any other Canadian securities regulatory authority or Canadian derivatives authority that has become a signatory to the MOC in the manner set out in ITEM EIGHT (individually, a "Canadian Authority", or collectively, the "Canadian Authorities").
2. "Requesting Authority" means an Authority making a request under this MOC.
3. "Requested Authority" means:
a. Where the Requesting Authority is the JFSA, the Canadian Authority to which a request is made under this MOC; or
b. Where the Requesting Authority is a Canadian Authority, the JFSA.
4. "Laws and Regulations" means:
a. For the OSC, the Securities Commission Act, 2021 (Ontario) and related rules and regulations ("SCA") and successor legislation; the Securities Act (Ontario) and related rules and regulations ("OSA") and successor legislation; the Commodity Futures Act (Ontario) and related rules and regulations ("CFA") and successor legislation; and other relevant requirements in Canada and Ontario;
b. For the JFSA, any laws, regulations, regulatory requirements, and supervisory-guidelines relating and applicable respectively to JFSA in Japan;
5. "Person" means a natural person, unincorporated association, partnership, trust, investment company, or corporation, and may be a Central Counterparty.
6. "Central Counterparty" ("CCP") means a Person in either Ontario, Canada, or in any other Canadian jurisdiction or Japan that satisfies both of the following criteria:
a. A clearing agency operating as a central counterparty that is, or that has applied to be, recognized or exempted from the requirement to be recognized as a clearing agency under the Laws and Regulations in Ontario, Canada, or in the jurisdiction of any other Canadian Authority; and
b. a central counterparty which has been licensed or approved as "Financial Instruments Clearing Organization" under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948) and authorised by JFSA.
7. "Clearing Member" means a member of a CCP that also serves as an intermediary through which market participants access the CCP's services and/or a member of a CCP that does not serve as an intermediary but trades and clears transactions through the CCP solely for its own account, as principal.
8. "Books and Records" means documents, electronic media, books and records within the possession, custody, and control of, and other information about, a CCP or the CCP's clearing services.
9. "Emergency Situation" means the occurrence of an event that could materially impair the financial or operational condition of a CCP.
10. "On-Site Visit" means any regulatory visit as described in ITEM Five to the premises of a CCP.
11. "Local Authority" means the Authority in whose jurisdiction a CCP that is the subject of an On-Site Visit is physically located.
12. "Visiting Authority" means the Authority conducting an On-Site Visit.
13. "Governmental Entity" means:
a. If the Requesting Authority is the OSC:
(i) the Ministry of Finance -- Ontario;
(ii) the Federal Ministry of Finance -- Canada;
(iii) the Bank of Canada; and
(iv) any provincial or territorial securities or derivatives regulatory authority in Canada which, from time to time, is or becomes a signatory to the Memorandum of Understanding Respecting the Oversight of Clearing Agencies, Trade Repositories and Matching Service Utilities, dated December 3, 2015{1} as revised and supplemented from time to time.
b. If the Requesting Authority is the JFSA:
(i) the Ministry of Finance; and
(ii) the Bank of Japan.
c. Such other entity, as confirmed in writing by the signatories, as may be responsible for any other Canadian Authority which may become a signatory to this MOC in the manner set out in ITEM EIGHT; and
14. "PFMIs" means the Principles for Financial Market Infrastructures published by the Committee on Payment and Settlement Systems ("CPSS") and the Technical Committee of the International Organization of Securities Commissions ("IOSCO"), as revised from time to time.
15. This MOC is a statement of intent to consult, cooperate, and exchange information in connection with the supervision and oversight of CCPs. The cooperation and information sharing arrangements under this MOC should be interpreted and implemented in a manner that is permitted by, and consistent with, the legal requirements applicable to each Authority. With respect to cooperation under this MOC, at the date this arrangement is executed, each Authority believes that no domestic secrecy or blocking laws or regulations should prevent it from providing assistance to any other Authority. The Authorities may deny a request for assistance where the request would require an Authority to act in a manner that would violate applicable legislation. The Authorities anticipate that cooperation primarily will be achieved through ongoing informal consultations, supplemented as needed by more formal cooperation, including through mutual assistance in obtaining information related to CCPs. This MOC is intended to support both informal consultations and formal cooperation, as well as to facilitate the written exchange of non-public information in accordance with applicable Laws and Regulations.
16. This MOC does not create any legally binding obligations, confer any rights, or modify or supersede domestic laws, or regulations. This MOC does not confer upon any Person the right or ability directly or indirectly to obtain, suppress, or exclude any information or to challenge the execution of a request for assistance under this MOC.
17. This MOC is not intended to limit or condition the discretion of an Authority in any way in the discharge of its regulatory responsibilities or to prejudice the individual responsibilities or autonomy of any Authority. This MOC does not limit an Authority to taking solely those measures described herein in fulfillment of its supervisory functions. In particular, this MOC does not affect any right of any Authority to communicate with, conduct an On-Site Visit of (subject to the procedures described in ITEM FIVE), or obtain information or documents from any Person subject to its jurisdiction that is physically located in the jurisdiction of another Authority.
18. This MOC is intended to complement but does not alter, except where explicitly noted, the following existing arrangements:
a. The IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (revised May 2012) ("IOSCO MMOU"){2}, to which the Authorities are signatories, which covers primarily information sharing in the context of enforcement matters; and
b. any other existing arrangements concerning cooperation between the Authorities.
19. To facilitate cooperation under this MOC, the Authorities hereby designate contact persons as set forth in Appendix A, which may be revised from time to time by an Authority transmitting new contact information to the other Authorities.
20. This MOC is a non-binding bilateral arrangement between each Canadian Authority and the JFSA and should not be considered a bilateral agreement between any Canadian Authority.
21. The Authorities recognize the importance of close communication concerning their supervision of CCPs and intend to consult regularly, as appropriate, regarding:
a. General supervisory issues, including regulatory, oversight, or other related developments;
b. Issues relevant to the operations, activities, and regulation of CCPs; and
c. Any other areas of mutual supervisory interest.
22. The Authorities recognize, in particular, the importance of close cooperation in the event that a CCP experiences, or is threatened by, a potential financial crisis or other Emergency Situation. An Authority should provide notification to the other Authorities consistent with Paragraphs 24 and 30 below and should keep the other Authorities informed throughout the Emergency Situation.
23. Cooperation will be most useful in, but is not limited to, the following circumstances where issues of common regulatory concern may arise:
a. The initial application with the JFSA or a Canadian Authority for authorization, licensure, designation, recognition, qualification, registration, or exemption therefrom, by a CCP that is authorized, licensed, designated, recognized, qualified, registered, or exempted by an Authority in the other jurisdiction;
b. The ongoing supervision and oversight of a CCP including, for example, compliance with applicable statutory and regulatory requirements in either jurisdiction or with international standards, including the PFMIs; and
c. Regulatory or supervisory actions or approvals taken in relation to a CCP by the JFSA or a Canadian Authority that may impact the operations of the entity in the jurisdiction of the other Authority.
24. As appropriate in the particular circumstances, the JFSA or the relevant Canadian Authority will endeavor to inform, respectively, the relevant Canadian Authority (or Authorities) or the JFSA promptly, and where practicable in advance, of:
a. Pending regulatory and/or legislative changes that may have a significant impact on the operations, activities, or reputation of a CCP, including those that may affect the rules or procedures of a CCP;
b. Any material event of which the Authority is aware that could adversely impact the financial or operational stability of a CCP including such events as a default or potential default of a Clearing Member; market or settlement bank difficulties that might adversely impact the CCP; failure by a CCP to satisfy any of its requirements for continued registration, authorization, licensure, designation, qualification or recognition or exemption therefrom, where that failure could have a material adverse effect in the other jurisdiction; and any known adverse material change in the ownership, operating environment, operations, financial resources, management, or systems and controls of a CCP, including such as material cyberattack, breach in security or material system failure;
c. The status of efforts to address any material financial or operating difficulties experienced by a CCP as described in Subparagraph b; and
d. Enforcement actions or sanctions or significant regulatory actions, including the revocation, suspension, or modification of relevant authorization, licensure, designation, recognition, qualification, registration, or exemption therefrom, concerning a CCP.
25. The determination of what constitutes "significant impact", "material event", "adversely impact", "adverse material change", "material adverse effect", "market or settlement bank difficulties", "adversely affect", "material financial or operating difficulties", or "significant regulatory actions" for purposes of Paragraph 24 should be left to the reasonable discretion of the relevant Authority that determines to notify the other Authority.
26. To the extent appropriate to supplement informal consultations, upon written request, the Requested Authority intends to provide the Requesting Authority the fullest possible cooperation, as set out in the terms of this MOC, in assisting the Requesting Authority's supervision and oversight of CCPs, including assistance in obtaining and interpreting information that is relevant to ensuring compliance with the Laws and Regulations of the Requesting Authority and that is not otherwise available to the Requesting Authority. Such requests should be made based on ITEM FOUR of this MOC, and the Authorities anticipate that such requests will be made in a manner that is consistent with the goal of minimizing administrative burdens.
27. The information covered by Paragraph 26 includes:
a. Information relevant to the financial and operational condition of a CCP including, for example, financial resources, risk management, and internal control procedures;
b. Relevant regulatory information and filings that a CCP is required to submit to an Authority including, for example, interim and annual financial statements and event specific notices; and
c. Regulatory reports prepared by an Authority, including, for example, examination reports, findings, or information contained in such reports regarding CCPs.
28. Representatives of the Authorities intend to meet periodically, as appropriate, to update each other on their respective functions and regulatory oversight programs and to discuss issues of common interest relating to the supervision of CCPs, which may include contingency planning and crisis management, systemic risk concerns, default procedures, the adequacy of existing cooperative arrangements, and the possible improvement of cooperation and coordination among the Authorities. Topics for discussion are expected to be discussed and decided upon in advance of each periodic meeting. Such meetings may be conducted by conference call or on a face-to-face basis, as appropriate.
29. To the extent possible, a request for information based on ITEM THREE should be made in writing, which may be transmitted electronically, and addressed to the relevant contact person identified in Appendix A. A request generally should specify the following:
a. The information sought by the Requesting Authority;
b. A general description of the matter that is the subject of the request;
c. The purpose for which the information is sought; including the Laws and Regulations applicable to the request; and
d. The desired time period for reply and, where appropriate, the urgency thereof.
Information responsive to the request, as well as any subsequent communication among Authorities, may be transmitted electronically. Any electronic transmission should use means that are appropriately secure in light of the confidentiality of the information being transmitted.
30. In an Emergency Situation, the JFSA and the relevant Canadian Authority or Authorities will endeavor to notify the other(s) as soon as possible of the Emergency Situation and communicate information as appropriate in the particular circumstances, taking into account all relevant factors, including the status of efforts to address the Emergency Situation. During an Emergency Situation, requests for information may be made in any form, including orally, provided such communication is confirmed in writing as promptly as possible following such notification.
31. In fulfilling its supervision and oversight responsibilities and to ensure compliance with its Laws and Regulations, the JFSA may need to conduct On-Site Visits to a CCP located in Ontario, Canada, or in any other Canadian jurisdiction, and a Canadian Authority may need to conduct On-Site Visits to a CCP located in Japan. Each Authority will consult and work collaboratively with the Local Authority in conducting an On-Site Visit. Each Authority is responsible for ensuring any required notices or approvals are obtained to visit the other's jurisdiction for the purpose of the On-Site Visit. An On-Site Visit by an Authority will be considered in consultation with the other Authority, and will take place, taking full account of each other's sovereignty, legal framework and statutory obligations.
32. An On-Site Visit by an Authority will be conducted in line with the following procedure:
a. The Visiting Authority provides advance notice to the Local Authority of its intent to conduct an On-Site Visit and the intended timeframe for, and scope of, the On-Site Visit. Other than in exceptional circumstances, the Visiting Authority will notify the Local Authority prior to notifying the CCP.
b. The Local Authority will endeavor to share any relevant reports, or information contained therein, related to examinations it may have conducted of the CCP.
c. The Authorities will endeavor to assist each other regarding On-Site Visits, including providing information that is available prior to the On-Site Visit; cooperating and consulting in reviewing, interpreting, and analyzing the contents of public and non-public Books and Records; and obtaining information from directors and senior management of the CCP.
d. The Authorities will consult with each other, and the Local Authority may in its discretion accompany or assist the other Authority during the On-Site Visit, or the Authorities may conduct joint visits where appropriate.
33. The Requesting Authority may use non-public information obtained under this MOC solely for the supervision and oversight of CCPs and seeking to ensure compliance with the Laws and Regulations of the Requesting Authority.
34. The Authorities recognize that this MOC is primarily intended to gather information for supervisory purposes, not enforcement purposes. In cases where the Requesting Authority seeks to use non-public information obtained under this MOC for enforcement purposes, including in conducting investigations or bringing administrative actions, the Requesting Authority, to the extent permitted by relevant laws, will give prior notification to the Requested Authority of that change of purpose, including the applicable regulations and relevant provisions. Treatment of such non-public information will be consistent with the use and confidentiality provisions of the IOSCO MMOU, as revised from time to time.
35. Before using non-public information furnished under this MOC for any purpose other than those stated in Paragraphs 33 and 34, the Requesting Authority must first consult with and obtain the consent of the Requested Authority for the intended use. If consent is denied by the Requested Authority, the Authorities will consult to discuss the reasons for withholding approval of such use and the circumstances, if any, under which the intended use by the Requesting Authority might be allowed.
36. The restrictions in this ITEM do not apply to an Authority's use of information it obtains directly from a CCP, whether during an On-Site Visit or otherwise. However, where non-public information is provided to the Requesting Authority in response to an information-sharing request stated in ITEM FOUR of this MOC, the restrictions in this MOC apply to the use of the information by that Requesting Authority.
37. Except as stated in Paragraphs 38 and 39, each Authority will keep confidential, to the extent permitted by law, non-public information disclosed under this MOC, requests made under this MOC, the contents of such requests, the non-public information provided by the Requested Authority and any other matters arising under this MOC.
38. As required by law, it may become necessary or appropriate for the Requesting Authority to disclose non-public information obtained under this MOC with a Governmental Entity in its jurisdiction. In such circumstances and to the extent permitted by law:
a. The Requesting Authority intends to notify the Requested Authority; and
b. Prior to the Requesting Authority disclosing the non-public information, the Requesting Authority will provide adequate assurances to the Requested Authority concerning the Governmental Entity's use and confidential treatment of the information, including, as necessary, assurances that:
i. The Governmental Entity has confirmed that it requires the information for a purpose within the scope of its jurisdiction; and
ii. The information will not be shared by the Governmental Entity with other third parties unless:
A. The Governmental Entity is required to do so by law; or
B. The Requested Authority has provided prior written consent.
39. The requirements in Paragraph 38 do not apply where the Requesting Authority discloses non-public information obtained under this MOC with a Governmental Entity that falls within the scope of Paragraph 13(a) and (b), provided that such Governmental Entity uses and treats that information in line with this MOC.
40. Except as stated in Paragraph 38 and 39, the Requesting Authority must obtain the prior written consent of the Requested Authority before disclosing non-public information received under this MOC to any non-signatory to this MOC, unless disclosure is required by law. The Requested Authority will take into account the level of urgency of the request and respond in a timely manner. During an Emergency Situation, consent may be obtained in any form, including orally, provided such communication is confirmed in writing as promptly as possible following such notification. If consent is denied by the Requested Authority, the Requesting and Requested Authorities will consult to discuss the reasons for withholding approval of such disclosure and the circumstances, if any, under which the intended disclosure by the Requesting Authority might be allowed.
41. To the extent possible, the Requesting Authority intends to notify the Requested Authority of any legally enforceable demand for non-public information furnished under this MOC. When complying with the demand, the Requesting Authority intends to assert all appropriate legal exemptions or privileges with respect to such information as may be available.
42. The Authorities intend that the disclosure of non-public information, including deliberative and consultative materials, such as written analysis, opinions, or recommendations relating to non-public information that is prepared by or on behalf of an Authority, based on this MOC, will not constitute a waiver of privilege or confidentiality of such non-public information.
43. The Authorities will periodically review the functioning and effectiveness of the cooperation arrangements between the JFSA and the Canadian Authorities with a view, inter alia, to expanding or altering the scope or operation of this MOC should that be judged necessary. This MOC may be revised with the written consent of all of the Authorities referred to in Paragraph 1.
44. With the approval of the JFSA, any Canadian Authority may become a signatory to this MOC by executing a counterpart hereof together with the JFSA and providing notice of such execution to the other Canadian Authorities that are signatories to this MOC.
45. Cooperation under this MOC will commence on the date this MOC is signed by the Authorities.
46. Where the relevant functions of a signatory to this MOC are transferred or assigned to another authority or authorities, this MOC will apply to the successor authority or authorities performing those relevant functions without the need for any further revision to this MOC or for the successor to become a signatory to the MOC and notice will be provided to the other Authorities. This will not affect the ability of any Authority to discontinue the MOC as stated hereunder. The Authorities should work to ensure a seamless transition to any successor into the MOC, including the continued handling of outstanding matters.
47. Where regulatory functions have been assigned to another authority or authorities under Paragraph 46, the successor authority may use non-public information previously obtained under this MOC if the successor authority uses and treats the information in line with this MOC.
48. Cooperation under this MOC will continue until the 31st day after any Authority gives written notice to the other Authorities of its intention to discontinue the MOC. If an Authority gives such notice, the Authorities will consult concerning the disposition of any pending requests. If a consensus cannot be reached through consultation, cooperation will continue with respect to all requests for assistance that were made under the MOC before the end of the 30-day period until all requests are fulfilled or the Requesting Authority withdraws such request(s) for assistance. In the event of discontinuation of this MOC, information obtained under this MOC will continue to be treated in the manner stated under ITEMs SIX and SEVEN.
49. If any Canadian Authority discontinues the MOC in line with this ITEM, the MOC will continue between the JFSA and the remaining Canadian Authorities.
Ontario Securities Commission |
Financial Services Agency of Japan |
|
|
"D. Grant Vingoe" |
"Kurita Teruhisa" |
__________________________________ |
__________________________________ |
Mr. D. Grant Vingoe |
Mr. KURITA Teruhisa |
Title: Chief Executive Officer |
Title: Commissioner |
Signed this 25th day of June 2024 |
Signed this 27th day of June 2024 |
In addition to the following contact information, the JFSA and Canadian Authorities will exchange confidential emergency contact telephone information.
{1} https://www.osc.ca/en/about-us/domestic-and-international-engagement/domestic-mous/notice-memorandum-understanding-5
{2} https://www.iosco.org/about/?subsection=mmou
Notice of Ministerial Approval of OSC Rule 51-506 Extension to Ontario Instrument 51-930 Exemption from the Director Election Form of Proxy Requirement
On April 3, 2024, the Ontario Securities Commission (the OSC) made as a rule under the Securities Act (Ontario) local OSC Rule 51-506 Extension to Ontario Instrument 51-930 Exemption from the Director Election Form of Proxy Requirement (the Rule) in Ontario.
The above material was published on May 9, 2024, in the Bulletin. See (2024), 47 OSCB 3922.
On June 26, 2024, the Minister of Finance approved the Rule.
The text of the Rule is published in Chapter B.5 of this Bulletin.
The Rule has an effective date of July 31, 2024.
Fidelity Investments Canada ULC et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted under section 62(5) of the Securities Act to permit extension of a prospectus lapse date by 12 days to accommodate the timing of the termination of certain ETFs offered under the prospectus -- no conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
June 25, 2024
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Terminating ETFs for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits for the renewal of the Current ETF Prospectus (defined below) of the Terminating ETFs be extended to September 6, 2024 (the "ETF Termination Date") (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 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, the Canadian Jurisdictions).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation amalgamated under the laws of Alberta and has its head office in Toronto, Ontario.
2. The Filer is registered as follows: (i) as a portfolio manager, mutual fund dealer and exempt market dealer in each of the Canadian Jurisdictions; (ii) as an investment fund manager in Ontario, Quebec, and Newfoundland and Labrador; and (iii) as a commodity trading manager in Ontario under the Commodity Futures Act (Ontario).
3. The Filer is the trustee and investment fund manager of the Terminating ETFs.
4. Each Terminating ETF is an exchange-traded fund governed by a declaration of trust under the laws of the Province of Ontario. Each Terminating ETF is a reporting issuer under the Legislation of each of the Canadian Jurisdictions.
5. Neither the Filer nor the Terminating ETFs are in default of securities legislation in any of the Canadian Jurisdictions.
6. Securities of the Terminating ETFs are listed on the Toronto Stock Exchange and Cboe Canada Inc., as applicable, and are currently qualified for sales in the Canadian Jurisdictions under a long form prospectus dated August 25, 2024, as amended (the Current ETF Prospectus).
7. Each Terminating ETF will be terminated and delisted from the TSX and Cboe CA, as applicable, after the close of business on or about September 6, 2024 (the "ETF Termination Date"). A press release and prospectus amendment announcing the termination and delisting of the Terminating ETFs were filed with the Canadian securities regulatory authorities on SEDAR+ on May 15, 2024 and May 17, 2024, respectively.
8. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Current ETF Prospectus is August 25, 2024 (the Current Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the Terminating ETFs would have to cease on the Current Lapse Date unless: (i) the Terminating ETFs file a pro forma long form prospectus at least 30 days prior to the Current Lapse Date; (ii) the final long form prospectus is filed no later than 10 days after the Current Lapse Date; and (iii) a receipt for the final long form prospectus is obtained within 20 days after the Current Lapse Date.
9. Since the termination of the Terminating ETFs will not be effected until the ETF Termination Date, the Filer is requesting the Lapse Date Relief to extend the Current Lapse Date for the Terminating ETFs to the ETF Termination Date. The Filer does not intend to extend the Current Lapse Date for the other exchange-traded funds offered under the Current ETF Prospectus and will instead renew those funds in accordance with the timing required by subsection 62(2) of the Act.
10. The Exemption Sought will allow the Filer to avoid incurring unnecessary costs and any confusion that may result from renewing the Terminating ETFs under the Current ETF Prospectus and later terminating and delisting the Terminating ETFs within 12 days of the Current ETF Prospectus.
11. There have been no material changes in the affairs of the Terminating ETFs since the filing of the Current ETF Prospectus. Accordingly, the Current ETF Prospectus and current ETF facts documents of the Terminating ETFs represent current information regarding the Terminating ETFs.
12. Given the disclosure obligations of the Terminating ETFs, should a material change in the affairs of the Terminating ETFs occur, the Current ETF Prospectus and current ETF facts documents of the Terminating ETFs will be amended as required under the Legislation.
13. The Exemption Sought will not affect the accuracy of the information contained in the Current ETF Prospectus or the current ETF facts documents of the Terminating ETFs and therefore will not be prejudicial to the public interest.
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.
Application File #: 2024/0344
SEDAR+ File #: 6143206
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Company Name |
Date of Order |
Date of Revocation |
|
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Cerrado Gold Inc. |
May 7, 2024 |
June 27, 2024 |
|
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Yangaroo Inc. |
May 7, 2024 |
June 27, 2024 |
|
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TAAT Global Alternatives Inc. |
May 14, 2024 |
June 27, 2024 |
|
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Zonetail Inc. |
May 7, 2024 |
June 28, 2024 |
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
Powerband Solutions Inc. |
April 30, 2024 |
June 26, 2024 |
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
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Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
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Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
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iMining Technologies Inc. |
September 30, 2022 |
__________ |
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Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
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mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
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FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
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HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
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Perk Labs Inc. |
April 4, 2024 |
__________ |
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XTM Inc. |
April 30, 2024 |
__________ |
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Cybeats Technologies Corp. |
April 30, 2024 |
__________ |
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Powerband Solutions Inc. |
April 30, 2024 |
June 26, 2024 |
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Organto Foods Inc. |
May 8, 2024 |
__________ |
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Magnetic North Acquisition Corp. |
May 8, 2024 |
__________ |
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Mydecine Innovations Group Inc. |
May 9, 2024 |
__________ |
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FRX Innovations Inc. |
May 10, 2024 |
__________ |
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Nickel 28 Capital Corp. |
May 31, 2024 |
__________ |
OSC Rule 51-506 Extension in Ontario to CSA Blanket Order 51-930 Exemption from the Director Election Form of Proxy Requirement
1. This Rule provides, in Ontario, a temporary extension to the exemption provided in CSA Blanket Order 51-930 Exemption from the Director Election Form of Proxy Requirement, pursuant to paragraph 143.11(3)(b) of the Securities Act (Ontario).
2. In Ontario, Section 8 of CSA Blanket Order 51-930 Exemption from the Director Election Form of Proxy Requirement is amended by replacing "July 31, 2024, unless extended by the Commission" with "January 31, 2026".
3. This Rule comes into force on July 31, 2024.
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06134911
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06134893, 06135068
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Issuer Name:
Type and Date:
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Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06132258
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06148425
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Issuer Name:
Type and Date:
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Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06135767, 06135594, 06135798, 06135613
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Issuer Name:
Type and Date:
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Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06135602
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06132894
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06134952
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Issuer Name:
Type and Date:
Offering Price and Description:
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Promoter(s):
Filing #06132212
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06139112
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06127649
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06115782, 06115766, 06115787, 06115796
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Issuer Name:
Principal Regulator -- Quebec
Type and Date:
Offering Price and Description:
Filing # 06144411
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06147602
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06151994
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06151973
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06150806
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06151549
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06151580
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06113025
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06149738
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06149010
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06101987
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Issuer Name:
Principal Regulator -- Alberta
Type and Date:
Offering Price and Description:
Filing # 06143735
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06132637
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06102583
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Type |
Company |
Category of Registration |
Effective Date |
|
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Suspended (Regulatory Action) |
Nvestry Capital Inc. |
Exempt Market Dealer |
February 1, 2024 |
|
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Voluntary Surrender |
Amuka Capital Corp. |
Exempt Market Dealer |
June 24, 2024 |
|
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Voluntary Surrender |
Anson Funds Management LP |
Investment Fund Manager |
June 24, 2024 |
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Change in Registration Category |
Anson Advisors Inc. |
From: Portfolio Manager and Exempt Market Dealer |
June 26, 2024 |
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To: Portfolio Manager, Exempt Market Dealer and Investment Fund Manager |
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Voluntary Surrender |
GALILEO GLOBAL EQUITY ADVISORS INC. |
Investment Fund Manager, Exempt Market Dealer and Portfolio Manager |
June 24, 2024 |
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Voluntary Surrender |
Antera Capital Corp. |
Exempt Market Dealer |
June 27, 2024 |
|
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New Registration |
Beacon Hill Wealth Management Ltd. |
Portfolio Manager |
June 28, 2024 |
Canadian Investment Regulatory Organization (CIRO) -- Proposed Proficiency Model -- Approved Persons under the Investment Dealer and Partially Consolidated Rules -- Request for Comment
CIRO is publishing for comment proposed amendments (Proposed Amendments) to its proficiency rules applicable to investment dealer Approved Persons in the Investment Dealer and Partially Consolidated Rules to reflect its proposed proficiency model.
Highlights of the proposed proficiency model are:
• Exams for each Approved Person category based on the published competency profiles,
• No mandatory courses as prerequisites to exams,
• Mandatory conduct training upon approval,
• Continuing education training on topics mandated by CIRO annually,
• Baseline education requirements for Registered Representatives to include a diploma, degree or four years of relevant work experience, and
• Greater role for CIRO in new program design and ongoing delivery.
On July 7, 2023, CIRO published a consultation paper seeking feedback on its proposal to change from a course centric proficiency model to an assessment centric proficiency model with some mandatory education and training. CIRO received 27 comment letters from a wide range of stakeholders. CIRO considered the comments received in the Proposed Amendments.
A copy of the CIRO Bulletin, including the text of the Proposed Amendments, is also available on the Commission's website at www.osc.ca. The comment period ends on September 17, 2024.
TSX Inc. -- Contingent Option Trades -- Notice of Approval
In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits thereto for recognized exchanges, TSX Inc. ("TSX") has adopted, and the Ontario Securities Commission has approved, certain public interest amendments to the Toronto Stock Exchange Rule Book (the "TSX Rules") to facilitate changes to Contingent Option Trades (as defined in the Request for Comments) linked to trades of options on Montreal Stock Exchange, all as set out in the Request for Comment (as defined below) (collectively, the "Amendments").
Capitalized terms used and not otherwise defined in the Notice of Approval shall have the meaning ascribed to them in the Request for Comments.
On March 21, 2024, TSX published a Notice of Proposed Amendments and Request for Comments (the "Request for Comments") and no comment letters were received.
A copy of the Amendments can be found at www.osc.ca.
Participating organizations are reminded that the equity portion of a Contingent Option Trade is subject to the Universal Market Integrity Rules ("UMIR"), including but not limited to the requirements of UMIR Rule 8.1 Client-Principal Trading. UMIR Rule 8.1 is applicable unless an exemption is granted by the Canadian Investment Regulatory Organization.
Contingent Option Trades will be entered as special terms trades using the existing "MS" marker.
The Amendments will be effective in Q3 2024.
Canadian Derivatives Clearing Corporation (CDCC) -- Withdrawal of Proposed Amendments to the CDCC Rules to Introduce Cybersecurity Requirements -- Notice of Withdrawal of Material Rule Submission
On June 12, 2023, CDCC published for public comment proposed amendments to the CDCC Rules to introduce requirements regarding cybersecurity (the Proposed Cybersecurity Rule).
On June 10, 2024, CDCC published a Notice of Withdrawal of the Proposed Cybersecurity Rule, with the stated intention of publishing a revised proposal at a later date. The withdrawal notice has been posted on CDCC's website.
Treasury Metals Inc. -- s. 21(b) of Ont. Reg. 398/21 of the OBCA
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).
UPON the application of Treasury Metals Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the Province of British Columbia pursuant to section 181 of the OBCA (the Continuance);
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the name Divine Lake Exploration Inc. by articles of incorporation dated December 31, 1997 under the OBCA. The articles of the Applicant were amended on November 13, 2007 to change the name of the Applicant to Treasury Metals Inc. and on March 20, 2008 to remove certain restrictions on the transfer of the Applicant's common shares. Effective as at August 11, 2020, the Applicant completed the consolidation of its common shares on the basis of three pre-consolidation common shares for each post-consolidation common share. On March 9, 2021, Tamaka Gold Corporation, a wholly-owned subsidiary of First Mining Gold Corp., vertically amalgamated with its wholly-owned subsidiary, Goldlund Resources Inc. Immediately following the completion of this amalgamation, Tamaka amalgamated with the Applicant.
2. The Applicant's registered and head offices are located at 15 Toronto Street, Suite 401, Toronto, Ontario, M5C 2E3, Canada.
3. The Applicant is an offering corporation under the OBCA.
4. The authorized share capital of the Applicant consists of an unlimited number of common shares, of which 187,469,707 common shares were issued and outstanding as of May 21, 2024.
5. The Applicant's common shares are listed and posted for trading on the Toronto Stock Exchange (the Exchange) under the symbol "TML" and are also traded on the OTCQX under the symbol "TSRMF".
6. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), SBC 2002, c. 57 (the BCBCA).
7. Following the Continuance, the Applicant's registered office will be located at 3123 -- 595 Burrard Street, Vancouver, British Columbia, V7X 1J1, Canada and its head office will continue to be located at 15 Toronto Street, Suite 401, Toronto, Ontario, M5C 2E3, Canada. The Commission will continue to be the Applicant's principal regulator.
8. The Application for Continuance was made (i) in connection with the plan of arrangement involving the Applicant and Blackwolf Copper and Gold Ltd. (Blackwolf) under the BCBCA pursuant to which it is expected that the Applicant will acquire all of the issued and outstanding common shares of Blackwolf; and (ii) for corporate and administrative reasons as the board of directors of both the Applicant and Blackwolf are of the view that the BCBCA provides the Applicant with increased flexibility with respect to capital management, resulting from more flexible rules relating to dividends, share purchases, redemptions and consolidations of capital.
9. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.
10. The Applicant is a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S5, as amended (the Act) and the securities legislation of British Columbia and Alberta (the Legislation). The Applicant will remain a reporting issuer in the provinces of British Columbia, Alberta and Ontario, following the Continuance.
11. The Applicant is not in default of any provision of the OBCA, the Act, or the Legislation.
12. The Applicant is not subject to any proceeding under the OBCA, the Act, or the Legislation.
13. The Applicant is not in default of any provision of the rules, regulations or policies of the Exchange.
14. The Applicant's registered and head offices are located in Ontario and the Commission is the principal regulator of the Applicant.
15. The Applicant's management information circular dated May 27, 2024 (the Circular) which was provided to all shareholders of the Applicant in connection with its special meeting of shareholders held on June 26, 2024 (the Meeting) described the proposed Continuance and disclosed the reasons for it and its implications. The Applicant's shareholders had the right to dissent with respect to the proposed Continuance pursuant to section 185 of the OBCA, and the Circular disclosed particulars of this right in accordance with applicable law.
16. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 94.09% of the votes cast by the shareholders of the Applicant in person or represented by proxy. No shareholders exercised dissent rights pursuant to section 185 of the OBCA.
17. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION CONSENTS to the continuance of the Applicant under the BCBCA.
DATED at Toronto on this 27th day of June, 2024.
OSC File #: 2024/0313