Ontario Securities Commission Bulletin

Issue 48/04 - January 30, 2025

Ont. Sec. Bull. Issue 48/04

Table of Contents

A. Capital Markets Tribunal

Other Notices

Phemex Limited and Phemex Technology Pte. Ltd.

B. Ontario Securities Commission

Orders

Heritage Cannabis Holdings Corp. -- s. 1(6) of the OBCA

Environmental Waste International Inc. -- s. 1(6) of the OBCA

Reasons and Decisions

SEI Investments Canada Company

Bank of Montreal

Canada Goose Holdings Inc.

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

CIRO, Marketplaces, Clearing Agencies and Trade Repositories

CIRO

Canadian Investment Regulatory Organization (CIRO) -- Integrated Fee Model -- Notice of Commission Approval

 

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A. Capital Markets Tribunal

Other Notices

Phemex Limited and Phemex Technology Pte. Ltd.

FOR IMMEDIATE RELEASE

January 22, 2025

PHEMEX LIMITED AND PHEMEX TECHNOLOGY PTE. LTD., File No. 2023-22

TORONTO -- The sanctions and costs hearing in the above-named matter is scheduled to be heard on March 3, 2025 at 10:00 a.m. at 20 Queen Street West, 17th Floor, Toronto, Ontario.

Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.

Registrar, Governance & Tribunal Secretariat
Ontario Securities Commission

Subscribe to notices and other alerts from the Capital Markets Tribunal:

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For Media Inquiries:

media_inquiries@osc.gov.on.ca

For General Inquiries:

1-877-785-1555 (Toll Free)
inquiries@osc.gov.on.ca

 

B. Ontario Securities Commission

Orders

Heritage Cannabis Holdings Corp. -- s. 1(6) of the OBCA

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- application for order that issuer is not a reporting issuer and for full revocation of failure-to-file cease trade order -- issuer cease traded due to failure to file interim financial statements, management's discussion and analysis and related certifications -- issuer has completed a reorganization transaction under the Companies' Creditors Arrangement Act (Canada) -- issuer has applied for a full revocation of the cease trade order -- issuer has applied to cease to be a reporting issuer in each jurisdiction where it is a reporting issuer -- full revocation of the failure-to-file cease trade order and cease to be reporting issuer application granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(a)(ii) and s. 144.

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

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

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 HERITAGE CANNABIS HOLDINGS CORP. (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 registered and head office of the Applicant is located at 66 Wellington Street West, Suite 4100, Toronto, Ontario, M5K 1B7, Canada;

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

4. On December 9, 2024, 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 the equivalent in any other jurisdiction of Canada in accordance with 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 21st day of January, 2025.

"Lina Creta"
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2024/0723

 

Environmental Waste International 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

Securities Act, R.S.O. 1990, c. S.5, 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 ENVIRONMENTAL WASTE INTERNATIONAL 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 and registered office is located at 1751 Wentworth Street, Unit 1, Whitby, Ontario, L1N 8R6;

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

4. on January 15, 2025, 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 the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in section 19 of 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 on this 23rd day of January, 2025.

"Marie-France Bourret"
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2025/0005

 

Reasons and Decisions

SEI Investments Canada Company

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted from subsection 5.1(4) of NI 81-101 to permit simplified prospectus disclosure of alternative mutual funds to be consolidated with simplified prospectus disclosure of mutual funds that are not alternative mutual funds.

Applicable Legislative Provisions

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1.

January 23, 2025

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 SEI INVESTMENTS CANADA COMPANY (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of any alternative mutual fund established or restructured now or in the future and managed by the Filer (each, an Alternative Fund and collectively, the Alternative Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that grants relief to the Alternative Funds from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) which states that a simplified prospectus for an alternative mutual fund must not be consolidated with a simplified prospectus of another mutual fund if the other mutual fund is not an alternative mutual fund (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 all provinces and territories of Canada (the Jurisdictions).

Interpretation

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

Representations

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

The Filer

1. The Filer is an unlimited liability company organized under the laws of the Province of Nova Scotia, having its head office in Toronto, Ontario.

2. The Filer is registered as a portfolio manager and an exempt market dealer in all of the Jurisdictions, and as an investment fund manager (IFM) in each of Newfoundland and Labrador, Ontario and Québec. The Filer is also registered under the Commodity Futures Act (Ontario) as an adviser in the category of commodity trading manager.

3. The Filer or an affiliate of the Filer is or will be the IFM of each Alternative Fund.

4. The Filer is not in default of applicable securities legislation in any of the Jurisdictions.

The Funds

5. Each Alternative Fund is or will be established under the laws of Ontario or Canada as a mutual fund that is a trust or a class of shares of a mutual fund corporation that will be a reporting issuer in one or more of the Jurisdictions.

6. The securities of each Alternative Fund are or will be qualified for distribution in one or more of the Jurisdictions using a simplified prospectus and fund facts document prepared and filed in accordance with the securities legislation of such Jurisdictions. Each Alternative Fund is or will be subject to the requirements of NI 81-101 and NI 81-102.

Reasons for the Exemption Sought

7. The Filer wishes to combine the simplified prospectus of the Alternative Funds with the simplified prospectus of the mutual funds existing today or created in the future (i) that are reporting issuers to which NI 81-101 and NI 81-102 apply, (ii) that are not alternative mutual funds, and (iii) for which the Filer, or an affiliate of the Filer, acts or will act as the IFM (the Conventional Funds) in order to reduce renewal, printing and related costs. Offering the Alternative Funds using the same simplified prospectus as the Conventional Funds would facilitate the distribution of the Alternative Funds in the Jurisdictions under the same prospectus disclosure and enable the Filer to streamline disclosure across the Filer's fund platform.

8. Even though the Alternative Funds are, or will be, alternative mutual funds, they will share many common operational and administrative features with the Conventional Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Alternative Funds and the Conventional Funds.

9. The ability to file the same simplified prospectus for the Alternative Funds and the Conventional Funds will ensure that the Filer can make corresponding changes to the operational and administrative features of the Alternative Funds and the Conventional Funds in a consistent manner, if required.

10. Investors will continue to receive the fund facts document(s) when purchasing securities of the Alternative Funds or the Conventional Funds, as required by applicable securities legislation. The form and content of the fund facts document(s) of the Alternative Funds and the Conventional Funds will not change as a result of the Exemption Sought.

11. The simplified prospectus of the Alternative Funds and the Conventional Funds will continue to be provided to investors, upon request, as required by applicable securities legislation.

12. National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not contain a provision equivalent to subsection 5.1(4) of NI 81-101. Accordingly, an IFM that manages exchange-traded funds (ETFs) is permitted to consolidate a prospectus under NI 41-101 for its ETFs that are alternative mutual funds with a prospectus for its ETFs that are conventional mutual funds. There is no reason why mutual funds filing a simplified prospectus under NI 81-101 should be treated differently from ETFs filing a prospectus under NI 41-101.

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.

"Darren McKall"
Manager, Investment Management Division
Ontario Securities Commission

Application File #: 2025/0007

SEDAR+ File #: 6227263

 

Bank of Montreal

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief to permit issuer to distribute Canadian depositary receipts of U.S., European and Japanese underlying issuers qualified by base shelf prospectus and prospectus supplements to investors through the facilities of a marketplace -- relief from prospectus delivery requirement in section 71 of the Securities Act (Ontario) and related two-day right of withdrawal and remedies of rescission or damages for non-delivery of the prospectus and related prospectus form requirements -- relief from the requirement in section 7.1 of NI 41-101 to distribute securities under a prospectus at a fixed price and the requirement in section 8.1 NI 44-102 to file a pricing supplement -- relief from requirement in section 59 of the Securities Act to provide an underwriter's certificate -- relief from the requirements in NI 51-102 to deliver continuous disclosure documents -- relief from the requirements in section 8.2 of NI 41-101 to cease distribution after a specified period of time -- relief from the requirement in section 2.1(1) and 2.1(2) of NI 33-105 that no specified firm registrant shall act as a direct underwriter in a distribution of securities of a connected issuer of the specified firm and that no specified firm registrant shall act as a direct underwriter of a related issuer of the specified firm registrant -- relief from section 2.2 of OSC Rule 48-501 that prohibits issuer-restricted persons from purchasing CDRs over a marketplace during the period of the offering -- subject to conditions -- relief will terminate upon the coming into force of any legislation regulating Canadian depositary receipts.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 59(1), 71(1), 71(2), 133, 144 and 147.

National Instrument 33-105 Underwriter Conflicts Requirements, ss. 2.1(1), 2.1(2) and 5.1(1).

National Instrument 41-101 General Prospectus Requirements, ss. 5.9, 7.2, 8.2 and 19.1.

National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1; and Item 20 of Form 44-101F1.

National Instrument 44-102 Shelf Distributions, ss. 5.5(2) and 5.5(3), 6.7, 8.1 and 11.1.

National Instrument 51-102 Continuous Disclosure Obligations, ss. 4.6 and 5.6.

OSC Rule 48-501 Trading during Distributions, Formal Bids, and Share Exchange Transactions, ss. 2.2 and 5.1.

January 23, 2025

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 BANK OF MONTREAL (the Filer)

DECISION

Relief Sought

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for the following relief (the Relief Sought):

(a) that the requirements to deliver to the purchaser or its agent the latest prospectus (including applicable prospectus supplements) and any amendment to the prospectus in respect of CDRs (as defined below) that are being distributed (the Prospectus Delivery Requirement) do not apply to the Filer or any other person in respect of CDR Distributions (as defined below) conducted on a regulated Canadian marketplace; and related purchaser rights to withdraw from the purchase and sale transaction (Withdrawal Right) and any purchaser right of action for rescission or damages (Right of Action for Non-Delivery) if the Prospectus Delivery Requirement is not fulfilled or the relevant rescission period has not elapsed do not apply in respect of CDR Distributions conducted on a regulated Canadian marketplace;

(b) that the requirement in section 7.2 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) to distribute securities under a prospectus at a fixed price and the requirement in section 8.1 of National Instrument 44-102 Shelf Distributions (NI 44-102) to file a pricing supplement in order to distribute securities under a base shelf prospectus by way of a continuous distribution (the Pricing Requirements) do not apply in respect of the CDR Distributions;

(c) that the following prospectus form requirements (collectively, the Prospectus Form Requirements) do not apply to the Shelf Prospectus (as defined below), any Prospectus Supplement (as defined below) or an amendment thereto:

(i) subsection 5.5(2) and 5.5(3) of NI 44-102, which each require the inclusion in a base shelf prospectus of statements specified therein related to the delivery to purchasers of one or more applicable prospectus supplements; and

(ii) the prospectus form requirement that a statement respecting purchasers' statutory rights of withdrawal and remedies of rescission or damages in substantially the form prescribed by Item 20 of Form 44-101F1 Short Form Prospectus (Form 44-101F1) be included in the prospectus;

provided that the Filer includes in the Shelf Prospectus or an amendment thereto the revised description set out below of a purchaser's statutory rights of withdrawal and remedies for rescission or damages;

(d) exemptive relief from the requirement to identify each underwriter and to include a certificate of an underwriter in the Shelf Prospectus or any Prospectus Supplement for a Series of CDRs (or any amendments or supplements thereto) (the Underwriter's Certificate Requirement), provided that the alternative disclosure described below is provided;

(e) that the requirements pursuant to section 4.6 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) to deliver annual financial statements, interim financial reports and the related management's discussion and analysis to registered holders and beneficial owners of the Filer's securities (the 51-102 Delivery Requirements) do not apply to the Filer in respect of registered holders and beneficial owners of CDRs;

(f) that the requirements pursuant to section 8.2 of NI 41-101 to cease distribution after a specified period of time (not to exceed 180 days from the date of receipt for the final prospectus) if securities are being distributed on a best efforts basis (the Distribution Time Limit) does not apply in respect of CDR Distributions;

(g) that the requirement pursuant to section 2.1(1) of National Instrument 33-105 Underwriting Conflicts (NI 33-105) that no specified firm registrant shall act as a direct underwriter in a distribution of securities of a connected issuer or a related issuer of the specified firm unless the prescribed disclosure is included in the relevant prospectus (the Connected Issuer Requirement) does not apply in respect of CDR Distributions;

(h) that the requirement pursuant to section 2.1(2) of NI 33-105 that no specified firm registrant shall act as a direct underwriter of a related issuer of the specified firm registrant unless certain conditions are satisfied (the Independent Underwriter Requirement) does not apply to the Filer or its affiliates in connection with CDR Distributions; and

(i) that the restrictions (the 48-501 Purchasing Restrictions) imposed by section 2.2 of OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions (Rule 48-501) on issuer-restricted persons bidding for or purchasing CDRs or other restricted securities during the period of the Offerings (as defined below) or attempting to induce or cause a purchase of CDRs or other restricted securities (as such terms are defined in Rule 48-501) do not apply in connection with CDR Distributions.

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

(a) pursuant to subsection 3.6(3)(b) National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, as the Filer's principal executive offices are located in Ontario, the Ontario Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories, Nunavut and the Yukon Territory (collectively and together with the Jurisdiction, the Reporting Jurisdictions); and

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

Interpretation

Terms defined in National Instrument 14-101 Definitions, in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), in MI 11-102 or in NI 44-102 have the same meaning if used in this decision, unless otherwise defined herein. References herein to "C$" mean Canadian dollars and references to "US$" mean United States dollars.

Representations

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

The Filer

1. The Filer is a Schedule I bank governed by the Bank Act (Canada) that operates as a diversified financial institution directly and through its subsidiaries. The principal executive offices of the Filer are located in Toronto, Ontario.

2. The Filer is a reporting issuer or the equivalent under the securities legislation of each Reporting Jurisdiction and is in compliance in all material respects with the applicable requirements of the securities legislation of each Reporting Jurisdiction.

The CDRs

3. The Filer proposes to offer securities of the Filer that are identified as "Canadian Depositary Receipts" (CDRs) pursuant to a series of continuous offerings (the Offerings).

4. CDRs will be issued in one or more series (each a Series), with each Series of CDRs relating to a single class of equity securities (the Underlying Shares) of an issuer incorporated or formed outside of Canada (each an Underlying Issuer). The Underlying Shares for each Series will be listed for trading in U.S. Dollars or another foreign currency (the Underlying Currency) on the principal securities exchange or other trading market for such Underlying Shares identified by the Filer in the related Supplemented Prospectus (the Primary Trading Market). Trading Day means a Toronto business day that ordinary trading is scheduled to occur on both (i) the primary Canadian securities exchange(s) on which the Filer has decided to list the relevant Series of CDRs as identified for the Series in the related Supplemented Prospectus (as defined below) (each a Canadian Listing Exchange), and (ii) the foreign stock exchange which is the Primary Trading Market for the relevant Underlying Shares.

5. Series of CDRs for which the Underlying Issuer is incorporated or formed in the United States and for which the Underlying Shares trade on a U.S. stock exchange in U.S. Dollars are referred to as U.S. CDRs. Series of CDRs for which the Underlying Issuer is incorporated or formed outside the United States are referred to as Global CDRs.

6. For greater certainty, where Underlying Shares are traded on more than one marketplace, for the purposes of the issuance of a Series of CDRs, the relevant Primary Trading Market will generally be that located in the country in which the Underlying Issuer is incorporated or formed.

7. CDRs are transferrable depositary receipts issued by the Filer and are designed to provide Canadian investors with an efficient alternative to ownership of the Underlying Shares of the Underlying Issuers through Canadian-dollar denominated receipts trading on Canadian markets.

8. Each CDR represents the interest of the holder of the CDR (each, a CDR Holder) in the pool of Underlying Shares held for the relevant Series (the Underlying Share Pool for the Series) in a segregated securities account (the Custody Account) with a specified Custodian (as defined below) pursuant to the terms of a deposit agreement (a Deposit Agreement).

9. CDRs will be issued with a notional currency hedge to Canadian dollars. Each CDR's interest in the pool of Underlying Shares represents a beneficial interest in the relevant Underlying Share Pool with entitlements based on an interest in a number of the Underlying Shares equal to the CDR Ratio (as defined below) for the Series, with a notional currency hedge to Canadian dollars.

10. The CDR Ratio in respect of a Series of CDRs will be equal to the initial CDR Ratio specified in respect of such Series of CDRs in the applicable Prospectus Supplement, as adjusted formulaically from time to time on the terms set out in the applicable Deposit Agreement. The formulaic adjustments to the CDR Ratio will provide an embedded daily notional currency hedge of such Underlying Shares' market value in the relevant Underlying Currency into Canadian dollars (each a Notional FX Hedge).

11. An investment in the CDRs of a Series is unlikely to produce investment returns that are identical to those of a comparable investment in the related Underlying Shares due to a number of factors, including differences in trading currency, trading characteristics and operating hours and rules of the Primary Trading Market. Further, there may not be a direct correlation between the trading prices of CDRs of a Series and the related Underlying Shares because of potential tracking differences between the securities, arising from the spread embedded in the Notional FX Hedge, differences between short term interest rates in Canada and in the appliable foreign jurisdiction (which introduce a spread between foreign exchange spot rates and foreign exchange forward rates), currency and equity volatility, and the fact that the Notional FX Hedge is determined once daily at the applicable valuation time on each Trading Day. As a consequence of the foregoing factors, the tracking difference over time could be greater than the spread embedded in the notional forward rate in the Notional FX Hedge. Specific disclosure will be included in the Shelf Prospectus and each Supplemented Prospectus that the percentage return of an investment in Canadian dollars in CDRs of a particular Series over a particular time period may be less than the percentage return of an investment in the Underlying Currency in the Underlying Shares over the same time period due to a number of factors.

12. Each Deposit Agreement sets out the terms of the interests and rights of CDR Holders of the applicable Series, including their entitlements to receive dividends and other distributions in respect of Underlying Shares (which is based on the number of CDRs held multiplied by the applicable CDR Ratio) and, upon the surrender and cancellation of CDRs, the right to withdraw Underlying Shares equal to the number of CDRs held multiplied by the applicable CDR Ratio. In view of the different trading and settlement mechanisms and exchange trading hours across different jurisdictions and the time zone differences between Canada and the jurisdiction in which each Primary Trading Market is located, there will be multiple Deposit Agreements governing CDRs of different Series, although their principal terms will be substantially similar.

13. Each CDR represents an equal undivided direct beneficial interest in the relevant Underlying Share Pool. CDR Holders (individually or collectively) do not have any ownership interest in any particular Underlying Shares or number or fraction thereof, and CDR Holders will not be considered to be securityholders of the Underlying Issuer for the purposes of Canadian or U.S. securities laws (or the securities laws of other applicable jurisdictions in respect of Global CDRs). CDR Holders may not have the same statutory rights and remedies under securities legislation as shareholders of the Underlying Issuer. Specific risk factor disclosure will be included in the Shelf Prospectus and each Supplemented Prospectus describing the key differences between holding CDRs and owning securities of the Underlying Issuer directly.

14. In addition to the undivided co-ownership interest represented by all CDRs of a Series, the Filer will also own an undivided co-ownership interest in the Underlying Share Pool for that Series. The Filer, in its capacity as depositary under each Deposit Agreement (the Depositary), will deposit Underlying Shares in respect of each Series to the Custody Account pursuant to the applicable Deposit Agreement to acquire its undivided co-ownership interest. Consequently, CDR Holders of a Series and the Filer will be co-owners as tenants-in-common (the Co-Owners) of the Underlying Share Pool for each Series, each with undivided co-ownership interests therein.

15. As a result of this undivided co-ownership arrangement, a CDR can be considered a "security" issued by the Filer within the meaning of the Legislation given that it is a "document constituting evidence of title to or interest in the capital, assets, property, earnings or royalties of any person or company".

16. The undivided co-ownership interests in the Underlying Share Pool represented by all CDRs of a Series is referred to as the CDR Holder Interest for the Series, and the Filer's undivided co-ownership interest in the Underlying Share Pool is referred to as the Issuer Interest for the Series.

Custodial Arrangements

17. For each Series of CDRs, the Underlying Shares deposited under the Deposit Agreement shall be held with one or more custodians (each a Custodian) that qualify as "custodians" or "sub-custodians", as applicable, that may be appointed under Part 6 of National Instrument 81-102 Investment Funds (NI 81-102). It is expected that each qualified Custodian will hold deposited Underlying Shares and related proceeds (including all cash held for CDR Holders and the Issuer Interest) in a segregated Custody Account separate and apart from the qualified Custodian's own property using an account number or other designation in its records sufficient to show that the securities deposited under the relevant Deposit Agreement are held for the benefit of the CDR Holders of the Series and the Filer. The Custodian is not empowered to enter into transactions on behalf of CDR Holders. Custodians will maintain these positions in the Underlying Shares (directly or indirectly through sub-custodians) through a central securities depository set out in the following table (which will in most cases be the central securities depository generally used in the home market for trading of the Underlying Shares, and in each case will be disclosed in the relevant Supplemented Prospectus for each Series):

Jurisdiction

Central Securities Depository

 

Austria

OeKB CSD GmbH

 

Belgium

Euroclear Belgium; Banque Nationale de Belgique

 

Denmark

EuroNext Securities Copenhagen (VP Securities A/S)

 

Finland

Euroclear Finland

 

France

Euroclear France

 

Germany

Clearstream Banking AG

 

Greece

Hellenic Exchanges S.A. Holding, Clearing, Settlement & Registry (HELEX) (Central Securities Depository)

 

Ireland

Clearstream Banking S.A.; Euroclear Bank

 

Italy

EuroNext Securities Milan (Monte Titoli SPA)

 

Japan

Japan Securities Depository Center, Inc.

 

Luxembourg

LuxCSD S.A.; Clearstream Banking S.A.; Euroclear Bank

 

The Netherlands

Euroclear Nederland

 

Norway

Euronext Securities Oslo (Verdipapirsentralen ASA)

 

Portugal

EuroNext Securities Porto (Interbolsa)

 

Spain

Iberclear -- BME Group

 

Sweden

Euroclear Sweden AB

 

Switzerland

SIX SIS AG

 

The United Kingdom of Great Britain and Northern Ireland

Euroclear UK & International Limited

 

The United States of America

Depository Trust Company

18. CIBC Mellon Trust Company (CIBC Mellon) will be the initial Custodian that will be designated to hold the Underlying Shares for each Series of CDRs, either directly or through qualified sub-custodians that meet the requirements of section 6.3 of NI 81-102. CIBC Mellon is a federally regulated financial institution and is supervised by the Office of the Superintendent of Financial Institutions (Canada). As such, it is subject to the professional standards applicable to Canadian custodians. CIBC Mellon is audited by an independent third party and has issued a System and Organization Controls (SOC) 1 Type 2 report in respect of its business process controls and its information technology control objectives and testing.

19. The Filer, the Custodian and CDR Holders from time to time will be parties to the respective Deposit Agreements, which require the Custodian to comply with its standard of care in relation to its custody of the Underlying Shares held in respect of each Series of CDRs. The Deposit Agreements also require the Custodian to comply with the terms and conditions relating to the maintenance for the benefit of the Co-Owners of each Series of a dedicated securities account to hold all of the Underlying Shares for the Series, which is segregated from the Custodian's own property, and to comply with specified requirements related to the accuracy of information provided with respect to those accounts. CIBC Mellon will provide to the Filer daily reports of its holdings of Underlying Shares, custodied in segregated accounts at CIBC Mellon, which reports will be monitored and reviewed by the Filer's team responsible for overseeing custodial arrangements for the CDRs. There will also be a daily reconciliation undertaken between the trading book of record maintained by the Filer and CIBC Mellon's reports, to confirm the parties' Underlying Share balances for each Underlying Share Pool and to verify that the required balances for each such pool are satisfied. As such, the Filer believes that it will be able to confirm at all times that the number of Underlying Shares in the Underlying Share Pool for a Series of CDRs is equal to the product of (i) the number of outstanding CDRs of that Series, and (ii) the then-applicable CDR Ratio for that Series, plus the then-applicable Issuer Interest.

20. Neither the Filer nor the Custodian will engage in any securities lending, repurchase or reverse repurchase transactions in respect of the Underlying Shares held in the Underlying Share Pools, and accordingly for each Series, the Custody Account for the Series shall hold a pool of Underlying Shares that is equal to the outstanding number of CDRs of the Series times the CDR Ratio for the Series plus a number of Underlying Shares held in respect of the Issuer Interest for the Series.

Offerings and Cancellations of CDRs

21. Each Offering of CDRs of a particular Series will be conducted by the offering and sale of CDRs on a continuous basis through non-fixed-price open-market distributions (CDR Distributions) primarily completed on regulated marketplaces (which are expected to include the securities exchange operated by Cboe Canada Inc.). Each Offering will be made pursuant to a single base shelf prospectus (the Shelf Prospectus) of the Filer that applies to all Series of CDRs, a prospectus supplement containing disclosure specific to Underlying Issuers incorporated or organized in a particular country and/or whose Underlying Shares are traded on a Primary Trading Market (the Jurisdiction Supplement) and a prospectus supplement describing one or more particular Series of CDRs, including the disclosure with respect to the applicable Underlying Shares and Underlying Issuer(s) and the availability of each Underlying Issuer's disclosure record (each, an Issuer Supplement; the Shelf Prospectus as supplemented by a Jurisdiction Supplement and an Issuer Supplement is referred to as a Supplemented Prospectus, and the Jurisdiction Supplements and the Issuer Supplements are referred to collectively as Prospectus Supplements). For each Offering, the Filer will issue the CDRs to registered dealers purchasing as principals or as agents on behalf of subscribers, and such registered dealers when purchasing as principal are expected to distribute the CDRs on regulated marketplaces but may also complete distributions by private sales.

22. If trading in an Underlying Share has been halted on the applicable Primary Trading Market (other than due to ordinary course "circuit breaker" trading halts due to changes in market price or halts which impact shares of a number of issuers or general exchange halts), the Filer will adhere to the expectations of the Canadian Investment Regulatory Organization in respect of trading halts and to the extent required will use its commercially reasonable efforts to initiate a business halt for the Series of CDRs through coordination with the applicable Canadian Listing Exchange and to maintain the halt for the duration of the halt of the Underlying Share.

23. CDRs of a Series can only be created or redeemed in accordance with the terms of the applicable Deposit Agreement, in connection with a deposit or withdrawal of the then-applicable number of Underlying Shares per CDR. Each Series of CDRs may be issued on a continuous basis and there is no minimum or maximum number of CDRs (in the aggregate or with respect to any particular Series) that may be issued.

24. The Filer may enter into various agreements with registered dealers, including BMO Nesbitt Burns Inc. (BMO NB), pursuant to which Dealers may subscribe for and purchase CDRs. All subscriptions for newly issued CDRs from the Depositary must be placed by or through a Dealer. Dealer means any registered or exempted securities dealer that is permitted to subscribe for CDRs of any Series.

25. To initiate a subscription for CDRs, a Dealer must confirm the terms of the CDR subscription agreement and specify the number of CDRs of a particular Series (the Subscription Number) subscribed for. Subscription requests must be submitted to the Depositary in advance of a cutoff time specified in the Deposit Agreement on the Trading Day the subscription is to take effect (the Subscription Date). Once accepted by the Depositary, subscription requests give rise to an irrevocable obligation to deliver in advance of a cutoff time specified in the applicable Deposit Agreement on the Trading Day after the Subscription Date (or, for some Series, on the Trading Day two Trading Days after the Subscription Date) (the Issuance Date) a number of Underlying Shares equal to the applicable CDR Ratio times the Subscription Number (the Share Delivery Number).

26. The CDR Ratio that applies in respect of any subscription is equal to the Trade Date Ratio for the Subscription Date. The Trade Date Ratio for any Trading Day (the Current Trading Day) is generally equal to the trade date ratio for the immediately preceding Trading Day as adjusted based on the value of the notional FX forward transaction that terminates on the Current Trading Day. If such amount is positive, such amount is notionally invested in additional Underlying Shares, which gives rise to an increase in the Trade Date Ratio, and if such amount is negative, Underlying Shares with a market value equal to the absolute value of such amount are notionally divested, which gives rise to a decrease in the Trade Date Ratio.

27. Pursuant to the Deposit Agreement, the Custodian is responsible to (i) take delivery of Underlying Shares for deposit to the Custody Account in respect of the creation of new CDRs pursuant to a valid subscription, and (ii) to deliver Underlying Shares in respect of the cancellation of outstanding CDRs pursuant to a valid withdrawal request. As provided in each Deposit Agreement, no CDRs of a Series shall be issued unless all conditions precedent set out in the Deposit Agreement (other than the payment of fees if and to the extent waived by the Depositary) have been satisfied, and consequently the Depositary is not permitted to issue CDRs unless the required number of Underlying Shares are actually deposited on a fully settled basis in the Custody Account for the relevant Series (referred to as the Contractual Restriction).

28. The Filer confirms that compliance with the Contractual Restriction on issuance of new CDRs is ensured operationally by the permanent standing directions that have been issued to the Custodian and the registrar and transfer agent in respect of the CDRs (the Transfer Agent) to the effect that: (1) for each subscription, the Custodian (in its capacity as agent of the Depositary) shall confirm the Underlying Share delivery requirement to the subscriber, the Filer and the Transfer Agent, (2) the Custodian (in its capacity as the Custodian) shall only confirm to the Transfer Agent satisfaction of receipt of the Underlying Shares required to be delivered in respect of a subscription once the Share Delivery Number of Underlying Shares are settled in the Custody Account, and (3) the Transfer Agent shall only issue new CDRs in connection with a subscription once the foregoing confirmations are received from the Custodian.

29. For each Series of CDRs, the Custodian has established processes in place with the Filer and the Transfer Agent to control the release of CDRs. The issuance of CDRs will only occur once the required number of Underlying Shares is delivered to the Custodian, Underlying Shares will only be transferred to a CDR Holder after the CDR Holder has surrendered the corresponding number of CDRs, and the Depositary will only be permitted to withdraw Underlying Shares to the extent the number of Underlying Shares in the Custody Account will continue to exceed the number of CDRs outstanding multiplied by the applicable CDR Ratio. The Custodian will not otherwise transfer, purchase or sell Underlying Shares pursuant to the Deposit Agreements. The procedures through which CDRs are issued follow the well-established operational routines that apply to the issuance of exchange-traded funds (ETFs), and CIBC Mellon has used its existing ETF platform to operationalize these procedures for CDR Distributions.

30. The Deposit Agreement subscription provisions provide that in some cases a small portion of the Underlying Shares required to be delivered to the Custody Account by the subscriber are instead delivered to the Custody Account by the Filer on the subscriber's behalf (referred to as the BMO Sourced Number of Shares); and in some cases the subscriber delivers to the Custody Account a number of Shares that exceeds the Subscription Number required to be delivered in respect of the subscription (referred to as the Excess Deposited Number of Shares) by a small portion in which case the excess shares are delivered by the subscriber on behalf of the Filer as the Issuer Interest holder (i.e., the Filer as holder of what is effectively a residual interest in excess shares on deposit in the Custody Account). The subscriber is required to pay the Filer for the BMO Sourced Number of Shares and the Filer is required to pay the subscriber for the Excess Deposited Number of Shares for a market price, as set out in the Deposit Agreement. The Filer, in its capacity as Depositary in respect of the CDR program, does not purchase Underlying Shares except (a) in respect of the Issuer Interest, and (b) to deliver the BMO Sourced Number of Shares on behalf of subscribers. The Filer does not receive any cash proceeds from CDR Distributions other than in connection with delivery of the BMO Sourced Number of Shares.

31. BMO NB is a wholly-owned subsidiary of the Filer. By virtue of such ownership, the Filer is a "related issuer" and a "connected issuer" of BMO NB within the meaning of applicable securities legislation in connection with any offering of CDRs under the Supplemented Prospectus. The Filer is directly managing and taking responsibility for all due diligence and all disclosure in respect of its CDR program, and the Filer bears the program marketing costs. No underwriting fees or commissions will be paid to any Dealer, including BMO NB, in connection with the issuance of CDRs.

32. CDR Holders of a Series may irrevocably request to cancel any whole number of CDRs and to withdraw the applicable related Underlying Shares. All such requests to the Filer to cancel CDRs must be placed by or through a Dealer.

Termination of CDRs

33. The Filer has the discretion to terminate any or all Series of CDRs at any time in its sole discretion on not less than 30 days' prior notice, provided, however, that the Filer may terminate any Series of CDRs on not less than three Trading Days' notice if (i) the Underlying Shares of such Series cease to be listed on their Primary Trading Market; (ii) the Series of CDRs is suspended from trading on a Canadian stock exchange; (iii) the number of CDR Holders of the Series of CDRs and/or of other Series of CDRs is such that it is uneconomical for the Filer to continue to offer that Series of CDRs or to offer the CDRs and other Series of CDRs; or (iv) there is a change in law or regulation (including a change of tax law, regulation or administrative position of the Canada Revenue Agency or another domestic or foreign taxation authority) which makes it impractical or uneconomical for the Filer to continue to maintain or offer CDRs, to hold the Issuer Interest, or to operate its CDR business. The Filer will post any such termination notice on the CDR Website (as defined below) and will file a news release in respect of the termination of any Series not less than 15 days, nor more than 90 days, prior to the termination of the applicable Series (or, if the Filer is only required to provide three Trading Days' notice of the termination, not less than two Trading Days, nor more than 90 days, prior to, such termination).

34. The Filer also has discretion to terminate a Series of CDRs without any prior advance notice in certain limited circumstances, including (i) during any period when normal trading is suspended on a stock exchange or other market on which the Underlying Shares are listed and traded; (ii) if at any time it is not possible for the Filer to maintain its Issuer Interest in compliance with the applicable Deposit Agreement; or (iii) if the obligations of the Filer under the applicable Deposit Agreement are uneconomical or raise regulatory, prudential or commercial concerns. In these circumstances, the Filer will promptly post a termination notice for the relevant Series of CDRs on the CDR Website and file a news release in respect of the termination.

35. The Filer will monitor events affecting Underlying Issuers and may consider terminating a Series of CDRs in certain circumstances, such as in the event that an Underlying Issuer is made subject to Canadian or international sanctions or is affected by other matters (such as long-term trading halts based on securities law breaches or an inability to deliver audited financial statements) raising regulatory, prudential or commercial concerns for the Filer as Depositary in respect of the applicable Series of CDRs.

Fees and Expenses

36. No fees or expenses will be charged by the Filer to CDR Holders or applied by the Filer to reduce the CDR Ratio upon the issuance of CDRs, and no fees will be directly charged by the Filer to CDR Holders while holding CDRs, in each case in connection with the administration of the CDR program. The CDR Ratio may be adjusted in accordance with the applicable Deposit Agreement in respect of (i) actual out-of-pocket costs and expenses incurred in connection with the purchases and sales of Underlying Shares for the Underlying Share Pool, and (ii) applicable foreign transaction taxes, withholding taxes or other governmental charges. In addition, the Filer may adjust the CDR Ratio as set out in the applicable Deposit Agreement to compensate the Filer for actual out-of-pocket costs and expenses incurred in connection with a Corporate Action (Specified Corporate Action Expenses), such adjustment to the CDR Ratio reflecting a reduction in the aggregate value of all outstanding CDRs of the relevant Series by the amount of the relevant Specified Corporate Action Expense. The amount of any Specified Corporate Action Expense shall not exceed 0.10% of the aggregate value of the CDRs of the relevant Series. Corporate Action means any event resulting in a distribution of cash, securities or other property by the relevant Underlying Issuer or a third-party to the holders of relevant Underlying Shares (other than an ordinary course dividend payment), a conversion in whole or in part of the relevant Underlying Shares into a different series or class of securities and/or a mandatory, voluntary or elective exchange of all or any part of the relevant Underlying Shares (or any right or entitlement in respect thereof) for other securities, cash and/or other property. The Filer may amend the fees and expenses it charges, or introduce new types of fees and expenses, for any Series of CDRs upon 30 business days' prior notice posted to the CDR Website, and there will be no increases to fees or expenses and no introduction of any new type of fee or expense (including, in each case, any change to the adjustments to the CDR Ratio to reflect fees or expenses) unless disclosed in an amendment to or replacement of the Shelf Prospectus or in a Prospectus Supplement at least 30 business days prior to the effective date of such change to fees or expenses (provided that this restriction shall not apply in respect of the foregoing items (i) and (ii)). Dealers that subscribe for newly issued CDRs or place a Withdrawal Notice with the Depositary (for themselves or on behalf of a client) may also be charged fees directly by the Depositary in an amount not to exceed 0.20% of the value of the related CDRs. These subscription and cancellation fees do not have any impact on the CDR Ratios applicable to CDRs and they do not apply in respect of purchases or sales of CDRs by CDR Holders on any exchange or other secondary market.

37. The notional forward rate to be used for each new Notional FX Hedge will be a forward rate for an equivalent cash-settled FX forward transaction based on market rates on the relevant Trading Day, as specified in the applicable Deposit Agreement and determined by the Filer in its commercially reasonable judgement, provided that the FX forward rate so determined will on average not include a spread of greater than (i) 60 basis points, on an annualized basis, or (ii) such other basis point amount as may be specified in the relevant Supplemented Prospectus (provided that, as indicated above, the Filer may amend the fees and expenses it charges, or introduce new types of fees and expenses, for any Series of CDRs upon 30 business days' prior notice posted to the CDR Website).

38. Furthermore, to the extent dividends or other amounts are received by the Custodian in respect of Underlying Shares in a foreign currency, the Filer shall convert or cause to be converted relevant foreign currency amounts into Canadian dollars on the date of receipt at an exchange rate equal to (i) for conversions effected by the Custodian, the Custodian's benchmark rate (WM/Reuters FX) at the relevant time of conversion plus a fee of not more than 10 basis points (which fee may be subject to change by the Custodian), or (ii) for conversions effected by the Filer, the Filer's current institutional spot rate at the relevant time of conversion plus, at the Depositary's option, a spread in favour of the Depositary of not more than (x) 60 basis points or (y) such other basis point amount as may be specified in the relevant Supplemented Prospectus (provided that, as indicated above, the Filer may amend the fees and expenses it charges, or introduce new types of fees and expenses, for any Series of CDRs upon 30 business days' prior notice posted to the CDR Website).

39. The Depositary will bear all costs and expenses related to the offering, marketing, listing, administration and management of the CDRs including fees payable to the Custodian and the registrar and transfer agent for the CDR program (the Transfer Agent). The Depositary also bears the costs of regulatory fees and fees payable to its legal counsel and other advisors.

Disclosure in Respect of CDRs

40. Each Deposit Agreement will be filed by the Filer on SEDAR+ as a material contract.

41. If the Filer elects to commence the Offering of a Series of CDRs, it will immediately do the following:

(a) file the applicable Prospectus Supplements on SEDAR+;

(b) issue a news release and a notice on the CDR Website each indicating that the applicable Prospectus Supplements for the Series of CDRs have been filed on SEDAR+ and disclosing where and how copies of the Supplemented Prospectus may be obtained; and

(c) provide copies of the Shelf Prospectus and the applicable Prospectus Supplements on the CDR Website.

42. The Filer will maintain by way of continuous disclosure a website for the CDR program (the CDR Website) on which it will post on each Trading Day for each Series of CDRs:

(a) the applicable Deposit Agreement;

(b) the then-applicable CDR Ratio calculated on the immediately preceding Trading Day;

(c) the current notional forward rate for the Notional FX Hedges;

(d) the name and jurisdiction of organization of the Underlying Issuer, the ticker of the Underlying Shares, and the name and country of the foreign stock exchange that is the Primary Trading Market of the Underlying Shares;

(e) all current Prospectus Supplements for the CDRs and all notices provided to CDR Holders in respect of the CDRs; and

(f) copies of documents incorporated by reference into the current Supplemented Prospectus for each Series of CDRs (including the Semi-Annual Issuer Reports and Performance Reports, as described below) or, in respect of applicable continuous disclosure documents of the Filer that are incorporated by reference, a link to a webpage of the Filer which provides such continuous disclosure documents.

43. The Filer will file on SEDAR+ and provide on the CDR Website semi-annual custody account statements (Semi-Annual Custody Account Statements) that are certified by the Custodian and that set out, for each outstanding Series of CDRs as of the last business day of June and December in each calendar year, the number of Underlying Shares in the Custody Account for the Series as of the close of business on such day. The Filer has committed that it will continue to file Semi-Annual Custody Account Statements on SEDAR+ within one month of the end of each half-year period for each Series of CDRs for which CDRs remain outstanding as of the time of filing of such Semi-Annual Custody Account Statement.

44. The Filer will file on SEDAR+ and provide on the CDR Website semi-annual statements (the Semi-Annual Issuer Reports) in the English and French languages setting out the following information for each outstanding Series of CDRs as of the last business day of June and December in each calendar year:

(a) the name of the applicable Underlying Issuer;

(b) the designation of the applicable Underlying Shares;

(c) the number of CDRs outstanding, which number will be certified by the Transfer Agent;

(d) the CDR Ratio;

(e) the calculated amount equal to item (c) times item (d), which is the number of Underlying Shares that is required to be maintained in the Custody Account for the Series for the benefit of CDR Holders;

(f) the actual number of Underlying Shares held in the Custody Account for the Series (which number must equal the number disclosed in the corresponding Semi-Annual Custody Account Statement certified by the Custodian and filed on SEDAR+ as described in paragraph 43);

(g) the residual number of Underlying Shares held for the benefit of the Issuer Interest (i.e., the number equal to item (f) minus item (e)); and

(h) a statement of the Filer that the CDR Ratio included in the Semi-Annual Issuer Report has been calculated in accordance with provisions of the applicable Deposit Agreement, and that the aggregate number of Underlying Shares forming the CDR Holder Interest is not less than the product of the number of outstanding CDRs of the Series multiplied by the CDR Ratio.

45. The Filer has committed that it will continue to file the Semi-Annual Issuer Report on SEDAR+ within one month of the end of each half-year period for each Series of CDRs for which CDRs remain outstanding as of the time of filing of such Semi-Annual Issuer Report. For each Series of CDRs, disclosure in respect of such Series included in the most recently filed Semi-Annual Issuer Report in respect of the Series will be incorporated by reference into the Supplemented Prospectus for such Series.

46. The Filer will provide on the CDR Website the following disclosure for each Series of CDRs beginning (on a commercially reasonable efforts basis) no later than the day that is 120 days after the date of this decision:

(a) a table setting out the notional daily FX forward rates that have applied for the Series of CDRs for each day since launch;

(b) a document (a Performance Report) that includes a table for each Series of CDRs setting out, for each of the one, three, five and ten year periods ending on the last day of the preceding calendar year (to the extent returns for such periods are available based on the date of launch of the Series of CDRs) (the Performance Periods), the following:

(i) the past performance of the CDRs over the Performance Period based on CDR closing prices, expressed as an annual compound return reflecting the reinvestment of CDR distributions (and such presented performance figures would not reflect tax obligations or withholdings, so as to be neutral relative to the potential differing tax treatment of CDRs or Underlying Shares according to applicable circumstances, and the presented figures would assume that no brokerage fees, commissions or transaction costs would apply in respect of the associated purchases and sales; and these and other material assumptions with respect to the calculations will be presented in each Performance Report); and

(ii) the past performance of an investment in the related Underlying Shares, expressed as an annual compound return that would have applied if an investor were to have invested in the Underlying Shares throughout the Performance Period as calculated by converting Canadian dollars into the relevant Underlying Currency on the first day of the Performance Period, maintaining an investment in the Underlying Shares throughout the Performance Period (reinvesting dividends before tax obligations or withholdings at market close on each ex-dividend date), selling the investment in the Underlying Shares on the last day of the Performance Period, and converting the proceeds into Canadian dollars at such time. For this purpose, 1.00% (or a different disclosed rate that the Depositary considers reasonable in the circumstances) will be used as the cost of the FX conversion at the start and end of the relevant Performance Period; and the Performance Report shall also include a narrative explanation of any material differences between the performance of the Series of CDRs and the performance of the related Underlying Shares that are not considered to be related to the applicable Notional FX Hedge as disclosed in the Performance Report (including standard potential sources of tracking error such as (i) the spread charged by the Filer which is embedded in the notional forward rate for each Notional FX Hedge, (ii) the timing of the CDR Ratio adjustments resulting from each Notional FX Hedge which may impact the extent of such adjustments, (iii) notional FX forward rates which are influenced by differences in short-term interest rates in Canadian dollars and the Underlying Currency, (iv) currency and equity volatility, including potential correlation between exchange rate changes and equity prices, and (v) the fact that Notional FX Hedges are executed once per day);

(c) a table in respect of the relevant Underlying Shares setting out the ticker symbol, indicated dividend yield, most recent closing price, 52-week trading range, current market capitalization level and average trading volume as well as a table showing the CDR Distribution history before giving effect to withholding taxes on a per-CDR basis;

(d) notices describing all dividends scheduled to be received by the Custodian on Underlying Shares and the amount, which is to be distributed to CDR Holders per CDR before giving effect to withholding taxes;

(e) disclosure concerning the sourcing of the applicable market data; and

(f) a cross-reference to the applicable risk factor disclosures in the Supplemented Prospectus.

For each Series of CDRs, disclosure in respect of such Series included in the most recently filed Performance Report in respect of the Series will be incorporated by reference into the Supplemented Prospectus for such Series.

The Filer has committed that it will file Performance Reports on SEDAR+ within one month of the end of each calendar year for each Series of CDRs for which CDRs remain outstanding as of the time of filing of such Performance Report.

47. For each Series of CDRs, disclosure in respect of such Series included in the most recently filed Semi-Annual Issuer Report and Performance Report (if any) in respect of such Series of CDRs will be incorporated by reference into the Filer's Supplemented Prospectus for such Series of CDRs. Accordingly, CDR Holders may rely on such disclosure as if included directly in the Supplemented Prospectus and prospectus liability shall apply under applicable securities laws. Additionally, as required by National Instrument 44-101 Short Form Prospectus Distributions and NI 44-102, the Filer will file a consent of the Transfer Agent with respect to the incorporation by reference in each Supplemented Prospectus of the Semi-Annual Issuer Reports, including the Transfer Agent's certification given as an expert whose profession gives authority to the statements, and accordingly prospectus liability shall also apply under applicable securities laws to the extent its certifications contain any misrepresentations.

48. The Offerings will be conducted without the knowledge or consent of Underlying Issuers. Accordingly, the Filer's personnel responsible for the Offerings will not have direct knowledge or access to material information regarding the Underlying Issuers or Underlying Shares other than publicly available information.

49. In similar circumstances under CSA Staff Notice 44-304 Linked Notes Distributed under Shelf Prospectus System (SN 44-304), it has been recognized that it is appropriate for a Canadian issuer of a structured note linked to the market performance of a security of a non-Canadian issuer to provide only "abbreviated disclosure" based on basic information from publicly available sources regarding the underlying issuer and reference securities, and that subscribers should not rely upon the issuer of the structured note to provide full, plain and true disclosure in respect of the non-Canadian issuer and the relevant reference securities, and instead the Canadian issuer may direct investors to public disclosure made available by the non-Canadian issuer in accordance with the rules of the relevant non-Canadian jurisdiction, provided that there is sufficient market interest and publicly available information about an underlying issuer.

50. The Filer proposes to only provide such abbreviated disclosure in respect of Underlying Shares for the CDRs, and accordingly the Filer confirms that it will only launch a new Series of CDRs if, at the time of listing of the CDRs, the related Underlying Issuer and Underlying Shares satisfy the CDR Issuance Standards set out in Appendix A. The Filer believes the CDR Issuance Standards provide an appropriate level of assurance that there will be sufficient market interest and publicly available information about the Underlying Shares in respect of a Series of CDRs that satisfies such standards. The Filer is not required to monitor whether the Underlying Issuer and Underlying Shares with respect to any Series of CDRs continue to satisfy the CDR Issuance Standards after the listing of the Series of CDRs, nor is the Filer required to take any action should such standards no longer be satisfied.

51. In respect of requirements under the Legislation and NI 44-102 that each Supplemented Prospectus contain full, true and plain disclosure of all material facts relating to the securities to be distributed in the Offering, the Filer shall comply with SN 44-304 in relation to disclosure in respect of Underlying Issuers and Underlying Shares for each Series of CDRs. The Filer intends to meet the principles set out in SN 44-304 as if the CDRs were linked notes, and the Filer intends to meet the full, true and plain disclosure requirement in connection with the CDRs without having responsibility for the accuracy of disclosure issued by the Underlying Issuer. Each Prospectus Supplement will clearly state that the Filer is not the source of disclosure relating to the Underlying Shares and will clearly disclaim the Filer's responsibility both for verifying the accuracy of such disclosure and for updating such disclosure.

Prospectus Delivery Requirement

52. Pursuant to the Prospectus Delivery Requirement, a dealer effecting a trade of securities offered under a prospectus is required to deliver a copy of the prospectus (including the applicable prospectus supplement(s) in the case of a base shelf prospectus) to the purchaser within prescribed time limits.

53. Delivery of a prospectus is not practicable in the circumstances of a CDR Distribution conducted on a regulated Canadian marketplace because neither the Filer nor the Dealer effecting the trade will know the identity or address of the purchasers or have a mechanism to directly deliver the prospectus to purchasers.

54. The Supplemented Prospectus will be filed and readily available electronically via SEDAR+ and the CDR Website to all purchasers under CDR Distributions. As stated in paragraph 41 above, the Filer will disclose by news release where and how copies of the Supplemented Prospectus may be obtained.

55. Rights of action for damages under the civil liability provisions of the Legislation that apply where a prospectus contains a misrepresentation are not contingent upon receipt of the prospectus by a purchaser of the security issued pursuant to that prospectus, rather these provisions expressly provide that such rights apply without regard as to whether the purchaser relied on the misrepresentation and accordingly, the grant of an exemption from the Prospectus Delivery Requirement will not limit such rights of action.

56. For so long as there is material uncertainty concerning, or material limitations on, how statutory liability provisions and certification of class actions would apply in respect of the Offerings and other similar offerings such as offerings of ETFs and at-the-market offerings, the Filer will include in each relevant Supplemented Prospectus risk factor disclosure to the effect that (a) the removal of the Prospectus Delivery Requirement means that an investor that receives a newly issued CDR from a Dealer pursuant to a purchase on a Canadian exchange or marketplace will not receive effective notice that it is entitled to the protections of section 130 of the Securities Act (Ontario), and it may not be possible for investors to determine or provide evidence in a proceeding that they are entitled to rely on such protections, (b) it may be difficult for CDR Holders to certify a class action under statutory liability provisions in respect of CDRs, (c) such difficulty was recognized in class action proceedings in 2020 and 2021 (or the Filer may refer to such other proceedings as it considers relevant in respect of this issue at the relevant time) with respect to an ETF including due to the fact that it was not possible to identify with certainty which purchasers of ETF units that purchased ETF units on an exchange or other market had purchased newly created units of the relevant ETF, and (d) such difficulty could also apply to proceedings related to CDRs given that the same offering model applies to both CDRs and ETF units.

57. The Filer acknowledges that the ability of exchange purchasers of CDRs to bring a class action or an individual claim for misrepresentation based on the secondary market statutory civil liability provisions is a fundamental investor protection, particularly for retail investors, and that the grant of the Relief Sought is not intended to impact an investor's ability to access rights based on the statutory civil liability provisions of the Legislation.

Withdrawal Right and Right of Action for Non-Delivery

58. Pursuant to the Legislation, an agreement to purchase a security in respect of a distribution to which the prospectus requirement applies is not binding on the purchaser if the dealer from whom the purchaser purchases the security receives a notice in writing evidencing the intention of the purchaser not to be bound by the agreement of purchase not later than midnight on the second day (exclusive of Saturdays, Sundays and holidays) after receipt by the purchaser of the latest prospectus or any amendment to the prospectus (the Withdrawal Right).

59. Pursuant to the Legislation, a purchaser of securities to whom a prospectus was required to be sent or delivered in compliance with the Prospectus Delivery Requirement, but was not so sent or delivered, has a right of action for rescission or damages against the dealer who did not comply with the Prospectus Delivery Requirement (the Right of Action for Non-Delivery).

60. Neither the Withdrawal Right nor the Right of Action for Non-Delivery is workable in the context of the CDR Distributions conducted on a regulated Canadian marketplace because of the impracticability of delivering the Supplemented Prospectus to a purchaser that purchases CDRs on a Canadian marketplace.

Pricing Requirements

61. Rather than completing separate prospectuses in respect of each new Series of CDRs to be issued, the Filer considers that the use of a base shelf prospectus and a prospectus supplement covering different Series of CDRs, which in each case describe the mechanism for pricing of the offering and refer to the CDR Website that includes the current CDR Ratio, is appropriate to provide necessary disclosure in respect of each Series of CDRs, and no purpose would be served by also requiring a pricing supplement to be filed as contemplated by section 8.1 of NI 44-102.

62. Similarly, the general requirement that securities must be issued at a fixed price is not appropriate in respect of a continuous distribution of CDRs that are issued to registered dealers (purchasing as principal or as agent) in exchange for the deposit of a number of Underlying Shares based on the current CDR Ratio, with such dealers typically selling such CDRs in open-market trades at market prices prevailing from time to time.

Prospectus Form Requirements

63. The proposed CDR Distribution method involves a continuous distribution, and does not involve (a) the use of pricing supplements, (b) the delivery of prospectuses or amendments thereto, (c) typical Withdrawal Rights and Rights of Action for Non-Delivery, (d) a typical dealer compensation model, or (e) a predetermined set of Dealers that will participate in CDR Distributions (other than BMO NB). Accordingly, a number of changes to prescribed form disclosure and descriptions of statutory rights are required to implement the proposed CDR Distribution method.

64. A different statement of purchasers' rights than that required by the Legislation is necessary so that each Supplemented Prospectus will accurately reflect the relief granted from the Prospectus Delivery Requirement. Accordingly, each Prospectus Supplement will state that:

The rights of investors relying on this Prospectus in respect of newly issued CDRs differ from those of investors in other equity securities. See "Notice Regarding Non-Standard Securityholder Rights" in the Base Prospectus.

and each base shelf prospectus for the CDRs will state the following, with the definition of "Exemptive Relief Order" identifying this decision by reference to the date hereof:

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the purchase price, or damages if the prospectus, prospectus supplements relating to securities purchased by a purchaser and any amendment are not delivered to the purchaser, provided that the remedies are exercised by the purchaser within the time limit prescribed by securities legislation. However, purchasers of CDRs will not have the right to withdraw from an agreement to purchase the CDRs and will not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus supplement, the accompanying prospectus and any amendment thereto relating to CDRs purchased by such purchaser because the prospectus supplement, the accompanying prospectus and any amendment thereto relating to the CDRs purchased by such purchaser are not required to be delivered to the purchaser as provided for under a decision dated [*], 2025 and granted pursuant to National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

Securities legislation in certain of the provinces and territories of Canada further provides purchasers with remedies for damages or rescission or, in some jurisdictions, revisions of the purchase price if the prospectus together with any applicable prospectus supplements relating to securities purchased by a purchaser and any amendment thereto contains a misrepresentation (as defined in the applicable legislation), provided that the remedies are exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of CDRs under a distribution of CDRs may have for damages, rescission or revisions of the purchase price if the prospectus, together with any applicable prospectus supplements relating to securities purchased by a purchaser and any amendment thereto contain a misrepresentation will remain unaffected by the non-delivery and the Exemptive Relief Order except that neither BMO nor any other person involved in the distribution of CDRs accepts any responsibility for any disclosure provided by any Underlying Issuer (including information included herein or in any Prospectus Supplement that has been extracted from any Underlying Issuer's publicly disseminated disclosure), and accordingly purchasers shall have no remedies or rights in respect of or against BMO, any dealer or any of their respective affiliates, agents, officers and employees for any misrepresentations that pertain to such disclosure in respect of an Underlying Issuer or Underlying Share.

A purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province and the terms of the Exemptive Relief Order for the particulars of these rights or consult with a legal adviser.

Underwriter's Certificate Requirement

65. Unlike under an ordinary public offering where a subscriber and an underwriter determine the terms of a subscription on a private bilateral basis and the subscriber can reasonably look to the underwriter as owing particular duties to its client, a purchaser of a CDR on a Canadian marketplace will not know in advance the identity of the seller from which it will purchase securities or whether or not such securities are being newly issued. Furthermore, investment dealers are not and will not be involved in the preparation of the prospectus for any Series of CDRs. The Relief Sought in respect of the Underwriter's Certificate Requirement reflects that the role of Dealers participating in CDR Distributions is to facilitate liquidity of the CDR trading market. The Underwriter's Certificate Requirement is not necessary in light of the Dealers' role in CDR Distributions and would introduce a barrier to a diversity of dealers performing such role.

66. Similarly, any requirement to list in a prospectus the Dealers that may be selling newly issued CDRs is not necessary for these same reasons, would introduce an unnecessary barrier to dealers providing liquidity and could inappropriately lead some investors to consider that such Dealers are responsible for the prospectus disclosure or are performing a traditional underwriting role in respect of the CDR issuances. Accordingly, the Relief Sought will reflect the role of the Dealers in CDR Distributions and is consistent with the disclosure provided in respect of ETFs that also obtain relief from the Underwriter's Certificate Requirement given that ETFs are not subject to a separate requirement to list the underwriters.

51-102 Delivery Requirements

67. A reporting issuer is required under section 4.6 of NI 51-102 to offer to deliver financial statements and MD&A to the registered holders and beneficial owners of its securities, other than debt instruments.

68. The CDRs are not debt instruments; however, a holder of CDRs does not hold any ownership or economic interest in the Filer or its assets, and a CDR Holder's economic and other entitlements in respect of the CDRs and the associated Underlying Shares are not determined by reference to the Filer's business, operations, financial position or creditworthiness (rather, their investment decisions will be based upon available information in respect of the respective Underlying Issuers and the Underlying Shares). Further, CDR Holders do not have any rights to vote in respect of the Filer or its internal governance and management; and voting instructions that may be provided by CDR Holders will relate to the property of CDR Holders (i.e., their proportionate interest in the Underlying Shares) and will be exercised by third-parties with the Filer simply facilitating the communication of such instructions. Accordingly, CDR Holders will not require the information otherwise available through the 51-102 Delivery Requirements in order to make investment decisions in respect of the CDRs. Further, the Filer has taken the view that it is appropriate to consider that the CDRs will not constitute "voting securities" of the Filer, and accordingly that other provisions of securities legislation in the Jurisdiction and the Reporting Jurisdictions that require the delivery of proxy statements, management information circulars or any other materials that are not typically provided to holders of debt instruments of an issuer do not apply in respect of the CDRs.

Distribution Time Limit

69. Section 8.2 of NI 41-101 requires that, if securities are being distributed on a best efforts basis, the distribution must cease after a specified period of time (not to exceed 180 days from the date of receipt for the final prospectus).

70. An exception to Distribution Time Limit is provided pursuant to section 8.1 of NI 41-101 for an investment fund in continuous distribution, but this exception does not apply to CDRs. However, the distribution model of CDRs is similar to that of certain investment funds in continuous distribution, and accordingly, the policy basis for the exception applicable to investment funds in continuous distribution applies equally in the case of the CDR Distributions.

Connected Issuer Requirement

71. Pursuant to section 2.1(1) of NI 33-105, specified firm registrants are prohibited from acting as direct underwriters for securities issued by a connected issuer or a related issuer of the specified firm registrants unless prescribed disclosure describing potential conflicts of interest arising from the underwriter's dealings with or relationship to the issuer is included in the applicable prospectus (or other applicable offering document).

72. Given that CDR Distributions do not result in the Filer receiving subscription proceeds or other payments from CDR investors, the intended policy basis for the Connected Issuer Requirement does not apply in respect of the Offerings.

73. The Filer's related party status in respect of each of its affiliates that is a specified firm registrant will be disclosed in accordance with the requirements under NI 33-105.

Independent Underwriter Requirement

74. Pursuant to section 2.1(2) and 2.1(3) of NI 33-105, a specified firm registrant is prohibited from acting as a direct underwriter of an offering if a related issuer of the specified firm registrant is the issuer in the distribution unless an "independent underwriter" (a) purchases the requisite portion of securities (where underwriters purchase the offered securities as principals) or (b) receives the requisite portion of the total agents' fees (where underwriters are acting as agents).

75. The Independent Underwriter Requirement is not workable in the context of CDR Distributions, as these will generally take place by way of open-market transactions and it is not possible for the Filer to know in advance whether any particular independent dealer will distribute a particular proportion of any newly issued CDRs.

48-501 Purchasing Restrictions

76. The stated policy rationale for Rule 48-501 is to prohibit "purchases of or bids for restricted securities in circumstances where there is heightened concern over the possibility of manipulation by those with an interest in the outcome of the distribution or transaction". In particular, an issuer or person selling securities under a prospectus and its affiliates and insiders, as well as any underwriters or other persons acting jointly or in concert with any of them, should not bid for offered securities or induce others to purchase offered securities since such purchases could be used to artificially and temporarily inflate the market price of a security that is the subject of a prospectus offering.

77. The policy rationale for the purchase restrictions in Rule 48-501 does not apply in respect of CDR Distributions because the Filer does not materially benefit from any temporary or artificial increase in the valuation of CDRs. As noted above, the Filer does not receive a subscription payment for CDRs and all or substantially all of the consideration delivered for CDRs is in the form of a fixed number per CDR of Underlying Shares that are deposited with the Custodian for the benefit of the CDR Holders. Accordingly, there is no material risk that any issuer-restricted person or dealer-restricted person will seek to temporarily manipulate the CDR trading price in order to benefit the Filer or any other issuer-restricted person or dealer-restricted person. CDRs should also be recognized as generally not susceptible to manipulation given the CDR creation and security withdrawal features and their linkage to market pricing of the widely traded Underlying Shares.

78. No exemption from the 48-501 Purchasing Restrictions is available in Part 3 of OSC Rule 48-501 to the Filer's affiliates in respect of anticipated market-making in CDRs (which is a necessary element of maintaining a narrow bid-ask spread for CDRs with pricing that actively tracks the market price of the Underlying 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 Relief Sought is granted, provided that:

(a) the Underlying Issuer and Underlying Shares satisfy the CDR Issuance Standards at the time of listing of the CDRs;

(b) each Deposit Agreement will be filed by the Filer on SEDAR+ as a material contract;

(c) if the Filer elects to commence the Offering of a Series of CDRs, it will immediately do the following:

(i) file the applicable Prospectus Supplements on SEDAR+;

(ii) issue a news release and a notice on the CDR Website each indicating that the applicable Prospectus Supplements for the Series of CDRs have been filed on SEDAR+ and disclosing where and how copies of the Supplemented Prospectus may be obtained; and

(iii) provide copies of the Shelf Prospectus and the applicable Prospectus Supplements on the CDR Website;

(d) the Filer will maintain the CDR Website on which it will post for each Series of CDRs:

(i) the applicable Deposit Agreement;

(ii) the then-applicable CDR Ratio calculated on the immediately preceding Trading Day;

(iii) the current notional forward rate for the Notional FX Hedges;

(iv) the name and jurisdiction of organization of the Underlying Issuer, the ticker of the Underlying Shares, and the name and country of the foreign stock exchange that is the Primary Trading Market of the Underlying Shares;

(v) all current Prospectus Supplements for the CDRs and all notices provided to CDR Holders in respect of the CDRs; and

(vi) copies of documents incorporated by reference into the current Supplemented Prospectus for each Series of CDRs (including the Semi-Annual Issuer Reports and Performance Reports) or, in respect of applicable continuous disclosure documents of the Filer that are incorporated by reference, a link to a webpage of the Filer which provides such continuous disclosure documents;

(e) the Filer will file on SEDAR+ and provide on the CDR Website Semi-Annual Custody Account Statements setting out the information described in paragraph 43, and Semi-Annual Issuer Reports setting out the information described in paragraph 44, in each case for each outstanding Series of CDRs as of the last business day of June and December in each calendar year;

(f) for each Series of CDRs, disclosure in respect of such Series included in the most recently filed Semi-Annual Issuer Report (if any) in respect of the Series will be incorporated by reference into the Supplemented Prospectus for such Series and the Semi-Annual Issuer Report will be subject to prospectus liability;

(g) the Filer will file a consent of the Transfer Agent with respect to the incorporation by reference in each Supplemented Prospectus of the Semi-Annual Issuer Reports;

(h) the Filer will provide on the CDR Website the following disclosure for each outstanding Series of CDRs beginning (on a commercially reasonable efforts basis) no later than the day that is 120 days after the date of this decision:

(i) a table setting out the notional daily FX forward rates that have applied for the Series of CDRs for each day since launch;

(ii) a Performance Report;

(iii) a narrative explanation of any material differences between the performance of the Series of CDRs and the performance of the related Underlying Shares that are not considered to be related to the applicable Notional FX Hedge as disclosed in the Performance Report (including standard potential sources of tracking error such as (i) the spread charged by the Filer which is embedded in the notional forward rate for each Notional FX Hedge, (ii) the timing of the CDR Ratio adjustments resulting from each Notional FX Hedge which may impact the extent of such adjustments, (iii) notional FX forward rates which are influenced by differences in short-term interest rates in Canadian dollars and the Underlying Currency, (iv) currency and equity volatility, including potential correlation between exchange rate changes and equity prices and (v) the fact that Notional FX Hedges are executed once per day);

(iv) a table in respect of the relevant Underlying Shares setting out the ticker symbol, indicated dividend yield, most recent closing price, 52-week trading range, current market capitalization level and average trading volume as well as a table showing the CDR Distribution history before giving effect to withholding taxes on a per-CDR basis;

(v) notices describing all dividends scheduled to be received by the Custodian on Underlying Shares and the amount which is to be distributed to CDR Holders per CDR before giving effect to withholding taxes;

(vi) disclosure concerning the sourcing of the applicable market data; and

(vii) a cross-reference to the applicable risk factor disclosures in the Supplemented Prospectus;

(i) for each Series of CDRs, disclosure in respect of such Series included in the most recently filed Performance Report (if any) in respect of the Series will be incorporated by reference into the Supplemented Prospectus for such Series and the Performance Report will be subject to prospectus liability;

(j) the Filer's personnel responsible for the Offerings will not have direct knowledge or access to material information regarding the Underlying Issuers or Underlying Shares other than publicly available information;

(k) the Filer will not cooperate with Underlying Issuers or any persons acting jointly or in concert with any Underlying Issuer so as to permit the CDRs to be used as a financing vehicle by Underlying Issuers or to permit an indirect offering of Underlying Shares into a jurisdiction of Canada and the Offerings will be conducted without the prior knowledge or consent of Underlying Issuers;

(l) the CDRs are issued in exchange for the deposit of a number of Underlying Shares based on the CDR Ratio calculated after acceptance of the related subscription request;

(m) a statement of purchasers' rights described in paragraph 64 is included in the Supplemented Prospectus;

(n) the Filer's related party status in respect of each of its affiliates that is a specified firm registrant that at any time may offer or distribute CDRs will be disclosed in accordance with the requirements under NI 33-105; and

(o) this decision will terminate upon the coming into force of any legislation or rule of the principal regulator specifically regulating CDRs or similar products.

"David Surat"
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2024/0726

APPENDIX A

The CDR Issuance Standards referenced in paragraph 50 are as follows:

(a) the Underlying Issuer must be incorporated or formed in a jurisdiction listed under "Jurisdiction/Country" in the table below (the Underlying Issuer's Jurisdiction);

(b) the Underlying Issuer must publish English language versions of its annual reports, financial statements and notices of annual shareholder meetings;

(c) the Underlying Shares must be included in one of the following three indices (or any successor or replacement indices selected by the Filer): the S&P 500 Index, S&P Europe 350 Index, or S&P/TOPIX 150 Index;

(d) the Primary Trading Market of the Underlying Shares must be one of the trading markets listed under "Primary Trading Market" in the table below, or such trading market's successor, and ordinary trading of the Underlying Shares on such Primary Trading Market must not be suspended or subject to any cease-trade order or trading halt as of the Trading Day immediately prior to the time of listing of the CDRs; and furthermore the Underlying Shares may not be listed for trading on a stock exchange in Canada;

(e) the Underlying Issuer must have a market capitalization in excess of C$25 billion (or its equivalent in the relevant Underlying Currency) on the last day of the calendar month before the initial listing of the applicable Series of CDRs; and

(f) the average daily trading volume of the Underlying Shares across all trading markets in the calendar month before the initial listing of the applicable Series of CDRs must exceed C$125 million (or its equivalent in the relevant Underlying Currency).

Jurisdiction/Country

Primary Trading Market

 

Austria

Vienna Stock Exchange (Wiener Borse)

 

Belgium

Euronext Brussels

 

Denmark

Nasdaq Copenhagen

 

Finland

Nasdaq Helsinki

 

France

Euronext Paris

 

Germany

Frankfurt Stock Exchange (Borse Frankfurt) or Xetra

 

Greece

Athens Stock Exchange

 

Ireland

Euronext Dublin

 

Italy

Italian Stock Exchange (Borsa Italiana)

 

Japan

Tokyo Stock Exchange or Osaka Securities Exchange

 

Luxembourg

Luxembourg Stock Exchange

 

The Netherlands

Euronext Amsterdam

 

Norway

Oslo Stock Exchange

 

Portugal

Euronext Lisbon

 

Spain

Madrid Stock Exchange (Bolsa de Madrid) or Barcelona Stock Exchange (Bolsa de Barcelona)

 

Sweden

Nasdaq Stockholm

 

Switzerland

Six Swiss Exchange

 

The United Kingdom of Great Britain and Northern Ireland

Aquis Exchange or London Stock Exchange

 

The United States of America

NASDAQ or New York Stock Exchange

 

Canada Goose Holdings Inc.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from the issuer bid requirements in connection with purchases by a cross-listed issuer of its shares on published markets in the U.S. as part of normal course issuer bids implemented from time to time and conducted through the facilities of the TSX in reliance on the designated exchange exemption -- the trading volume of the cross-listed issuer on U.S. markets is significant and greater than the trading volume of such issuer on the TSX -- requested relief granted, subject to conditions, including that the bid is made in compliance with applicable U.S. securities laws and any applicable rules of the published market on which purchases are carried out; purchases only occur in compliance with Part 6 (Order Protection) of NI 23-101 Trading Rules and the pricing requirement in NI 62-104; the issuer does not make purchases in reliance on section 4.8(3) of NI 62-104 if the aggregate number of shares purchased in reliance on the decision and section 4.8(3) of NI 62-104 within a 12-month period exceeds 5% of the outstanding shares on the first day of such 12-month period; the total number of shares purchased in reliance on the decision and sections 4.8(2) and (3) of NI 62-104 over the 12-month period specified in the TSX notice relating to the bid does not exceed 10% of the public float specified in such notice; and the requested relief apply only to the acquisition of shares pursuant to the issuer's current bid or one commenced within 36 months of the date of the decision.

Applicable Legislative Provisions

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1.

January 24, 2025

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 CANADA GOOSE HOLDINGS INC. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the requirements contained in the Legislation relating to issuer bids (the Issuer Bid Requirements) shall not apply to purchases of the Filer's subordinate voting shares (the Subordinate Voting Shares) made by the Filer through the facilities of the New York Stock Exchange (the NYSE) and over alternative trading systems based in the United States (together with the NYSE, the U.S. Markets) in connection with an issuer bid made in the normal course through the facilities of the Toronto Stock Exchange (the TSX) that the Filer may implement from time to time (such bids, the Normal Course Issuer Bids, and such exemption, 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 British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories, Nunavut and Yukon.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer validly exists under the Business Corporations Act (British Columbia) and is in good standing. The Filer has its registered office in Vancouver, British Columbia and its principal office in Toronto, Ontario.

2. The Filer is a reporting issuer in each of the provinces and territories of Canada and is not in default of any requirement of the securities legislation in any jurisdiction of Canada.

3. The Filer is also a registrant with the Securities and Exchange Commission in the United States (the SEC) and is subject to the requirements of the United States Securities Exchange Act of 1934 (the Exchange Act).

4. The authorized capital of the Filer consists of: (i) an unlimited number of Subordinate Voting Shares, (ii) an unlimited number of multiple voting shares, and (iii) an unlimited number of preferred shares, issuable in series. As at November 12, 2024, there were 45,800,210 Subordinate Voting Shares issued and outstanding.

5. The Subordinate Voting Shares are listed and posted for trading on the TSX and the NYSE under the trading symbol "GOOS".

6. On November 19, 2024, the Filer announced that the TSX had authorized it to make a normal course issuer bid (the Current Bid) for the 12-month period ending on November 21, 2025, to purchase up to 4,556,841 Subordinate Voting Shares, representing approximately 10% of the Filer's public float as defined in the TSX Company Manual (the Public Float) and 9.95% of the issued and outstanding Subordinate Voting Shares, in each case, as of the date specified in the Notice of Intention to Make a Normal Course Issuer Bid (the Current Notice).

7. The Current Notice specifies that purchases under the Current Bid will be made through the facilities of the TSX, the NYSE or alternative trading systems in Canada or the United States, if eligible, or by such other means as may be permitted by a securities regulatory authority.

8. Purchases under issuer bids made in the normal course through the facilities of the TSX are, and will be, conducted in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(2) of NI 62-104 (the Designated Exchange Exemption). The Designated Exchange Exemption provides that an issuer bid made in the normal course through the facilities of a designated exchange is exempt from the Issuer Bid Requirements if the bid is made in accordance with the bylaws, rules, regulations and policies of that exchange. The TSX is a designated exchange for the purposes of the Designated Exchange Exemption.

9. The TSX's rules governing the conduct of normal course issuer bids (the TSX NCIB Rules) are set out, inter alia, in Sections 628 to 629.3 of Part VI of the TSX Company Manual. The TSX NCIB Rules permit a listed issuer to acquire, over a 12-month period commencing on the date specified in the Notice of Intention to Make a Normal Course Issuer Bid (a Notice), up to the greater of (a) 10% of the Public Float as at the date specified in the Notice, or (b) 5% of such class of securities issued and outstanding as at the date specified in the Notice.

10. Other than purchases made pursuant to Proposed Bids (as defined below) in reliance on this decision or the Previous Relief, purchases under issuer bids made in the normal course through U.S. Markets and alternative trading systems in Canada would need to be conducted in reliance upon the exemption from the Issuer Bid Requirements set out in Section 4.8(3) of NI 62-104 (the Other Published Markets Exemption). The Other Published Markets Exemption provides that an issuer bid made in the normal course on a published market, other than a designated exchange, is exempt from the Issuer Bid Requirements if, among other things, the bid is for not more than 5% of the outstanding securities of a class of securities of the issuer, and the aggregate number of securities acquired in reliance on the Other Published Markets Exemption by the issuer and any person acting jointly or in concert with the issuer within any 12-month period does not exceed 5% of the securities of that class outstanding at the beginning of the 12-month period.

11. Purchases made over the U.S. Markets are not exempt under the Designated Exchange Exemption, as the U.S. Markets are not "designated exchanges" for the purpose of the Designated Exchange Exemption. As a result, purchases made pursuant to the Current Bid on the U.S. Markets, taken together with purchases made over the facilities of published markets in Canada other than the TSX, cannot exceed within any 12-month period 5% of the issued and outstanding Subordinate Voting Shares at the beginning of the 12-month period, representing a number of Subordinate Voting Shares that is, and is expected to remain going forward, significantly lower than the number of Subordinated Voting Shares equal to 10% of the Public Float.

12. For the 12-month period ended December 31, 2023, an aggregate of 519,114,309 Subordinate Voting Shares were traded over the facilities of published markets in Canada and the United States, with trading volumes having occurred as follows:

(a) 95,229,264 Subordinate Voting Shares (or approximately 18.34% of total aggregate trading) over the facilities of the TSX;

(b) 58,862,361 Subordinate Voting Shares (or approximately 11.34% of total aggregate trading) over the facilities of published markets in Canada other than the TSX; and

(c) 365,022,684 Subordinate Voting Shares (or approximately 70.32% of total aggregate trading) over U.S. Markets.

13. As at December 13, 2024, for the period subsequent to December 31, 2023, an aggregate of 375,067,996 Subordinate Voting Shares were traded over the facilities of published markets in Canada and the United States, with trading volumes having occurred as follows:

(a) 78,483,595 Subordinate Voting Shares (or approximately 20.9% of total aggregate trading) over the facilities of the TSX;

(b) 43,970,378 Subordinate Voting Shares (or approximately 11.7% of total aggregate trading) over the facilities of published markets in Canada other than the TSX;

(c) 63,514,035 Subordinate Voting Shares (or approximately 16.9% of total aggregate trading) over the facilities of the NYSE; and

(d) 189,099,988 Subordinate Voting Shares (or approximately 50.4% of total aggregate trading) over the facilities of published markets in the U.S. (other than the NYSE).

14. As a much higher volume of Subordinate Voting Shares have historically traded over the U.S. Markets relative to the TSX, the Filer wishes to have the ability to make repurchases in connection with the Current Bid and any Normal Course Issuer Bids that may be implemented by the Filer following the expiry of the Current Bid (collectively, with the Current Bid, the Proposed Bids) over the U.S. Markets in excess of the maximum allowable in reliance on the Other Published Markets Exemption up to the maximum authorized and approved by its board of directors and permissible by the TSX.

15. The Proposed Bids will be effected in accordance with all applicable securities laws, including the Exchange Act, the U.S. Securities Act of 1933, and the rules of the SEC made pursuant thereto, and any applicable by-laws, rules, regulations or policies of the U.S. Markets on which the purchases are carried out (collectively, the Applicable U.S. Rules).

16. In connection with the Proposed Bids, the Filer also intends to rely on the "safe harbour" provided by Rule 10b-18 under the Exchange Act (Rule 10b-18) in respect of the provisions of the Exchange Act precluding market manipulation. In order for the Filer to comply with Rule 10b-18, all purchases made by or on behalf of the Filer through U.S. Markets are required

(i) to be made through only one broker or dealer in any one day;

(ii) not to be made at the opening of a trading session or during the 10 minutes before the scheduled close of a trading session;

(iii) not to be made at prices higher than the highest published independent bid or last reported independent transaction price on the relevant U.S. Market (whichever is higher); and

(iv) not to exceed, for any one day, an aggregate amount equal to 25% of the average daily trading volume over the U.S. Markets, calculated in accordance with Rule 10b-18 (provided one block purchase per week may be effected in compliance with the calculation in Rule 10b-18(b)(4)).

17. Purchases of Subordinate Voting Shares by the Filer of up to 10% of the Public Float on U.S. Markets are permitted under the Applicable U.S. Rules. Under the Applicable U.S. Rules, there is no aggregate limit on the number of Subordinate Voting Shares that may be purchased by the Filer through the facilities of U.S. Markets.

18. The purchase of Subordinate Voting Shares under the Proposed Bids will not adversely affect the Filer or the rights of any of the Filer's security holders and they will not materially affect control of the Filer.

19. The Filer believes that the Proposed Bids are or will be in the best interests of the Filer.

20. No other exemptions exist under the Legislation that would permit the Filer to continue to make purchases pursuant to the Proposed Bids through the U.S. Markets on an exempt basis once the Filer has purchased, within a 12-month period, 5% of the outstanding Subordinate Voting Shares in reliance on the Other Published Markets Exemption.

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) the Proposed Bids are permitted under the Applicable U.S. Rules, and are established and conducted in accordance and compliance with the Applicable U.S. Rules and in reliance on Rule 10b-18;

(b) the Notice accepted by the TSX in respect of any Proposed Bid that may be implemented by the Filer specifically contemplates that purchases under such bid will also be effected through the U.S. Markets;

(c) purchases of Subordinate Voting Shares under a Proposed Bid in reliance on this decision shall only be made:

(i) in compliance with Part 6 (Order Protection) of National Instrument 23-101 Trading Rules; and

(ii) at a price which complies with the requirements of paragraph 4.8(3)(c) of NI 62-104;

(d) the Exemption Sought applies only to the acquisition of Subordinate Voting Shares by the Filer pursuant to a Proposed Bid made within 36 months of the date of this decision;

(e) prior to purchasing Subordinate Voting Shares under a Proposed Bid in reliance on this decision, the Filer issues and files a press release setting out the terms of the Exemption Sought and the conditions applicable thereto;

(f) the Filer does not acquire Subordinate Voting Shares in reliance on the Other Published Markets Exemption if the aggregate number of Subordinate Voting Shares purchased by the Filer and any person or company acting jointly or in concert with the Filer in reliance on this decision and the Other Published Markets Exemption within any period of 12 months, exceeds 5% of the outstanding Subordinate Voting Shares on the first day of such 12-month period; and

(g) the aggregate number of Subordinate Voting Shares purchased pursuant to a Proposed Bid in reliance on this decision, the Designated Exchange Exemption and the Other Published Market Exemption does not exceed, over the 12-month period specified in the Notice in respect of the relevant Proposed Bid, 10% of the Public Float as specified in such Notice.

"David Mendicino"
Manager, Corporate Finance Division
Ontario Securities Commission

 

Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name

Date of Temporary Order

Date of Hearing

Date of Permanent Order

Date of Lapse/Revoke

 

THERE IS NOTHING TO REPORT THIS WEEK.

Failure to File Cease Trade Orders

Company Name

Date of Order

Date of Revocation

 

THERE IS NOTHING TO REPORT THIS WEEK.

Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name

Date of Order

Date of Lapse

 

Cloud3 Ventures Inc.

October 29, 2024

January 27, 2025

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

 

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

__________

 

Sproutly Canada, Inc.

June 30, 2022

__________

 

iMining Technologies Inc.

September 30, 2022

__________

 

Alkaline Fuel Cell Power Corp.

April 4, 2023

__________

 

mCloud Technologies Corp.

April 5, 2023

__________

 

FenixOro Gold Corp.

July 5, 2023

__________

 

HAVN Life Sciences Inc.

August 30, 2023

__________

 

Perk Labs Inc.

April 4, 2024

__________

 

Cloud3 Ventures Inc.

October 29, 2024

January 27, 2025

 

IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name:

Alphabet (GOOGL) Yield Shares Purpose ETF
Amazon (AMZN) Yield Shares Purpose ETF
AMD (AMD) Yield Shares Purpose ETF
Apple (AAPL) Yield Shares Purpose ETF
Berkshire Hathaway (BRK) Yield Shares Purpose ETF
Broadcom (AVGO) Yield Shares Purpose ETF
Coinbase (COIN) Yield Shares Purpose ETF
Costco (COST) Yield Shares Purpose ETF
JPMorgan (JPM) Yield Shares Purpose ETF
META (META) Yield Shares Purpose ETF
Microsoft (MSFT) Yield Shares Purpose ETF
MLD Core Fund
Netflix (NFLX) Yield Shares Purpose ETF
NVIDIA (NVDA) Yield Shares Purpose ETF
Palantir (PLTR) Yield Shares Purpose ETF
PK Core Fund
Purpose Active Balanced Fund
Purpose Active Conservative Fund
Purpose Active Growth Fund
Purpose Canadian Financial Income Fund
Purpose Conservative Income Fund
Purpose Emerging Markets Dividend Fund
Purpose Enhanced Dividend Fund
Purpose Global Bond Fund
Purpose Global Flexible Credit Fund (formerly Purpose Floating Rate Income Fund)
Purpose Gold Bullion Fund
Purpose High Interest Savings Fund (formerly, Purpose High Interest Savings ETF)
Purpose International Dividend Fund
Purpose International Tactical Hedged Equity Fund
Purpose Premium Money Market Fund
Purpose Premium Yield Fund
Purpose Tactical Thematic Fund
Purpose U.S. Preferred Share Fund
Purpose US Cash Fund
Tech Innovators Yield Shares Purpose ETF
Tesla (TSLA) Yield Shares Purpose ETF
UnitedHealth Group (UNH) Yield Shares Purpose ETF
Principal Regulator -- Ontario

Type and Date

Preliminary Simplified Prospectus dated Jan 20, 2025
NP 11-202 Preliminary Receipt dated Jan 22, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06184020

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

Issuer Name:

Purpose Solana ETF
Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated Jan 27, 2025
NP 11-202 Preliminary Receipt dated Jan 27, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06232330

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

Issuer Name:

Real Estate Split Corp.
Principal Regulator -- Ontario

Type and Date

Preliminary Shelf Prospectus dated Jan 24, 2025
NP 11-202 Preliminary Receipt dated Jan 27, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06231927

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

Issuer Name:

E Split Corp.
Principal Regulator -- Ontario

Type and Date:

Preliminary Shelf Prospectus dated Jan 27, 2025
NP 11-202 Preliminary Receipt dated Jan 27, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06231907

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

Issuer Name:

Fidelity Advantage Bitcoin ETF
Fidelity All-in-One Balanced ETF
Fidelity All-in-One Conservative ETF
Fidelity All-in-One Equity ETF
Fidelity All-in-One Growth ETF
Principal Regulator -- Ontario

Type and Date:

Amendment No. 1 to Final Long Form Prospectus dated Jan 17, 2025
NP 11-202 Final Receipt dated Jan 21, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06157623

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

Issuer Name:

Global X Canadian Utility Services High Dividend Index ETF
Global X Pipelines & Energy Services Index ETF
Global X Semiconductor Index ETF
Principal Regulator -- Ontario

Type and Date:

Amendment No. 2 to Final Long Form Prospectus dated Jan 22, 2025
NP 11-202 Final Receipt dated Jan 27, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06153651

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

Issuer Name:

BetaPro Canadian Gold Miners --2x Daily Bear ETF
BetaPro Canadian Gold Miners 2x Daily Bull ETF
BetaPro Crude Oil Inverse Leveraged Daily Bear ETF
BetaPro Crude Oil Leveraged Daily Bull ETF
BetaPro Equal Weight Canadian Bank --2x Daily Bear ETF
BetaPro Equal Weight Canadian Bank 2x Daily Bull ETF
BetaPro Equal Weight Canadian REIT --2x Daily Bear ETF
BetaPro Equal Weight Canadian REIT 2x Daily Bull ETF
BetaPro Gold Bullion --2x Daily Bear ETF
BetaPro Gold Bullion 2x Daily Bull ETF
BetaPro Inverse Bitcoin ETF
BetaPro NASDAQ-100® --2x Daily Bear ETF
BetaPro NASDAQ-100® 2x Daily Bull ETF
BetaPro Natural Gas Inverse Leveraged Daily Bear ETF
BetaPro Natural Gas Leveraged Daily Bull ETF
BetaPro S&P 500 VIX Short-Term Futures(tm) ETF
BetaPro S&P 500® --2x Daily Bear ETF
BetaPro S&P 500® 2x Daily Bull ETF
BetaPro S&P 500® Daily Inverse ETF
BetaPro S&P/TSX 60(tm) --2x Daily Bear ETF
BetaPro S&P/TSX 60(tm) 2x Daily Bull ETF
BetaPro S&P/TSX 60(tm) Daily Inverse ETF
BetaPro S&P/TSX Capped Energy(tm) --2x Daily Bear ETF
BetaPro S&P/TSX Capped Energy(tm) 2x Daily Bull ETF
BetaPro S&P/TSX Capped Financials(tm) --2x Daily Bear ETF
BetaPro S&P/TSX Capped Financials(tm) 2x Daily Bull ETF
BetaPro Silver --2x Daily Bear ETF
BetaPro Silver 2x Daily Bull ETF
Global X Crude Oil ETF
Global X Gold ETF
Global X Natural Gas ETF
Global X Silver ETF
Principal Regulator -- Ontario

Type and Date:

Amendment No. 1 to Final Long Form Prospectus dated Jan 20, 2025
NP 11-202 Final Receipt dated Jan 24, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06159482

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

Issuer Name:

Invesco FTSE RAFI Canadian Index ETF Class
Invesco FTSE RAFI Global+ ETF Fund
Invesco FTSE RAFI U.S. ETF Fund
Principal Regulator -- Ontario

Type and Date:

Amendment No. 2 to Final Simplified Prospectus dated Jan 13, 2025
NP 11-202 Final Receipt dated Jan 23, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06143587, 06143669

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

Issuer Name:

Fidelity Advantage Bitcoin ETF Fund
Fidelity All-in-One Balanced ETF Fund
Fidelity All-in-One Conservative ETF Fund
Fidelity All-in-One Equity ETF Fund
Fidelity All-in-One Growth ETF Fund
Fidelity American High Yield Fund
Fidelity Canadian Growth Company Fund
Fidelity Dividend Fund
Fidelity Global Micro-Cap Fund
Fidelity Global Small Cap Opportunities Fund
Fidelity Insights Systematic Currency Hedged Fund
Fidelity Tactical High Income Currency Neutral Fund
Fidelity Tactical High Income Fund
Fidelity True North Fund

Principal Regulator -- Ontario

Type and Date:

Amendment No. 2 to Final Simplified Prospectus dated Jan 17, 2025
NP 11-202 Final Receipt dated Jan 23, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06189002, 06189566, 06189646, 06191085, 06191088 & 06191327

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

Issuer Name:

CI Galaxy Metaverse Index ETF
Principal Regulator -- Ontario

Type and Date:

Amendment No. 4 to Final Long Form Prospectus dated Jan 22, 2025
NP 11-202 Final Receipt dated Jan 23, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06100695

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

Issuer Name:

Fidelity Global Innovators® Class
Principal Regulator -- Ontario

Type and Date:

Amendment No. 2 to Final Simplified Prospectus dated Jan 17, 2025
NP 11-202 Final Receipt dated Jan 21, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06098068

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

Issuer Name:

CI Structured Premium Yield Fund
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated Jan 20, 2025
NP 11-202 Final Receipt dated Jan 21, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06217825

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

Issuer Name:

CIBC Active Investment Grade Corporate Bond ETF
CIBC Active Investment Grade Floating Rate Bond ETF
CIBC Canadian Bond Index ETF
CIBC Canadian Equity Index ETF
CIBC Canadian Short-Term Bond Index ETF
CIBC Clean Energy Index ETF
CIBC Emerging Markets Equity Index ETF
CIBC Flexible Yield ETF (CAD-Hedged)
CIBC Global Bond ex-Canada Index ETF (CAD-Hedged)
CIBC Global Growth ETF
CIBC International Equity ETF
CIBC International Equity Index ETF
CIBC International Equity Index ETF (CAD-Hedged)
CIBC Qx Canadian Low Volatility Dividend ETF
CIBC Qx International Low Volatility Dividend ETF
CIBC Qx U.S. Low Volatility Dividend ETF
CIBC U.S. Equity Index ETF
CIBC U.S. Equity Index ETF (CAD-Hedged)
Principal Regulator -- Ontario

Type and Date:

Final Long Form Prospectus dated Jan 21, 2025
NP 11-202 Final Receipt dated Jan 22, 2025

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Filing #06199785

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

NON-INVESTMENT FUNDS

Issuer Name:

Highland Critical Minerals Corp.

Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated January 23, 2025
NP 11-202 Preliminary Receipt dated January 24, 2025

Offering Price and Description:

No securities are being offered pursuant to this Prospectus

Filing # 06231352

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

Issuer Name:

Brookfield Infrastructure Preferred Equity Inc.

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

Class A Preference Shares
C$3,000,000,000

Filing # 06226144

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

Issuer Name:

Brookfield Infrastructure Finance Pty Ltd

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

Debt Securities
C$3,000,000,000

Filing # 06226130

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

Issuer Name:

Brookfield Infrastructure Finance Limited

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

Debt Securities
C$3,000,000,000

Filing # 06226120

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

Issuer Name:

Brookfield Infrastructure Finance LLC

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

Debt Securities
C$3,000,000,000

Filing # 06226119

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

Issuer Name:

Brookfield Infrastructure Finance ULC

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

Debt Securities
C$3,000,000,000

Filing # 06226114

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

Issuer Name:

Brookfield Renewable Partners L.P.

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

US$2,500,000,000
Limited Partnership Units of Brookfield Renewable Partners L.P. (issuable or deliverable upon exchange, redemption or acquisition of Class A Exchangeable Subordinate Voting Shares)

Filing # 06228615

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

Issuer Name:

Brookfield Renewable Corporation (formerly, 1505127 B.C. Ltd.)

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 23, 2025
NP 11-202 Final Receipt dated January 24, 2025

Offering Price and Description:

US$2,500,000,000
Class A Exchangeable Subordinate Voting Shares of Brookfield Renewable Corporation

Filing # 06228617

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

Issuer Name:

Canadian Imperial Bank of Commerce

Principal Regulator -- Ontario

Type and Date:

Amendment No. 2 to Final Shelf Prospectus dated January 23, 2025
NP 11-202 Amendment Receipt dated January 23, 2025

Offering Price and Description:

Canadian Depositary Receipts

Filing # 03562020

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

Issuer Name:

Blue Sky Uranium Corp.

Principal Regulator -- British Columbia

Type and Date:

Preliminary Shelf Prospectus dated January 21, 2025
NP 11-202 Preliminary Receipt dated January 23, 2025

Offering Price and Description:

$100,000,000
Common Shares, Preferred Shares, Debt Securities, Warrants, Subscription Receipts, Units, Share Purchase Contracts

Filing # 06231113

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

Issuer Name:

Brookfield Infrastructure Corporation (formerly, 1505109 B.C. Ltd.)

Principal Regulator -- Ontario

Type and Date:

Preliminary Shelf Prospectus dated January 22, 2025
NP 11-202 Preliminary Receipt dated January 22, 2025

Offering Price and Description:

C$2,000,000,000
Class A Exchangeable Subordinate Voting Shares of Brookfield Infrastructure Corporation

Filing # 06230525

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

Issuer Name:

Brookfield Infrastructure Partners L.P.

Principal Regulator -- Ontario

Type and Date:

Preliminary Shelf Prospectus dated January 22, 2025
NP 11-202 Preliminary Receipt dated January 22, 2025

Offering Price and Description:

C$2,000,000,000
Limited Partnership Units of Brookfield Infrastructure Partners L.P. (issuable or deliverable upon exchange, redemption or acquisition of Class A Exchangeable Subordinate Voting Shares)

Filing # 06230513

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

Issuer Name:

Zedcor Inc.

Principal Regulator -- Alberta

Type and Date:

Preliminary Short Form Prospectus dated January 21, 2025
NP 11-202 Preliminary Receipt dated January 21, 2025

Offering Price and Description:

Offering: $22,009,500 (6,570,000 Common Shares)
Price: $3.35 per Common Share

Filing # 06228680

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

Issuer Name:

Sprock-it Acquisitions Ltd.

Principal Regulator -- Alberta

Type and Date:

Final CPC Prospectus dated January 17, 2025
NP 11-202 Final Receipt dated January 20, 2025

Offering Price and Description:

Minimum Offering: $1,000,000 (10,000,000 Common Shares)
Maximum Offering: $1,500,000 (15,000,000 Common Shares)
Price: $0.10 per Common Share

Filing # 06217395

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

Issuer Name:

Seabridge Gold Inc.

Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated January 17, 2025
NP 11-202 Final Receipt dated January 20, 2025

Offering Price and Description:

US$750 Million
COMMON SHARES, WARRANTS, UNITS, SUBSCRIPTION RECEIPTS, DEBT SECURITIES

Filing # 06216713

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

 

Registrations

Registrants

Type

Company

Category of Registration

Effective Date

 

Change in Registration Category

Sharno Capital Corporation

From: Exempt Market Dealer and Portfolio Manager

January 21, 2025

 

 

 

To: Exempt Market Dealer, Portfolio Manager and Investment Fund Manager

 

 

Voluntary Surrender

ADMIRAL MARKETS CANADA LTD.

Investment Dealer

January 22, 2025

 

Voluntary Surrender

VERED WEALTH MANAGEMENT (CANADA) COMPANY LIMITED

Investment Dealer

January 22, 2025

 

Voluntary Surrender

VIRTU FINANCIAL CANADA ULC

Investment Dealer

January 22, 2025

 

CIRO, Marketplaces, Clearing Agencies and Trade Repositories

CIRO

Canadian Investment Regulatory Organization (CIRO) -- Integrated Fee Model -- Notice of Commission Approval

NOTICE OF COMMISSION APPROVAL

INTEGRATED FEE MODEL

CANADIAN INVESTMENT REGULATORY ORGANIZATION (CIRO)

The Ontario Securities Commission has approved CIRO's proposed integrated fee model (Fee Model) and related amendments to the Mutual Fund Dealer Rules (Amendments).

The Fee Model includes changes to the:

• Annual Dealer Member fee

• Membership application fees and fees for Dealer Member business changes

• Qualified Market Maker Discount within the Equity Market Regulation Fee Model.

CIRO published the Fee Model and Amendments for comment on April 25, 2024. Fifteen comment letters were received. Non-material changes made to the Fee Model and the Amendments following the publication for comment were approved by CIRO's President and Chief Executive Officer and are described in the CIRO Implementation Bulletin.

A summary of the public comments and CIRO's responses to those comments, as well as the CIRO Implementation Bulletin, including the Fee Model and text of the Amendments, can be found at www.osc.ca.

The Fee Model will become effective April 1, 2025.

In addition, the Alberta Securities Commission; the Autorité des marchés financiers; the British Columbia Securities Commission; the Financial and Consumer Affairs Authority of Saskatchewan; the Financial and Consumer Services Commission of New Brunswick; the Manitoba Securities Commission; the Northwest Territories Office of the Superintendent of Securities; the Nova Scotia Securities Commission; the Nunavut Office of the Superintendent of Securities; the Office of the Superintendent of Securities, Digital Government and Services, Newfoundland and Labrador; the Office of the Yukon Superintendent of Securities; and the Prince Edward Island Office of the Superintendent of Securities have either not objected to or have approved the Fee Model and the Amendments.