Ontario Securities Commission Bulletin
Issue 48/45 - November 13, 2025
Ont. Sec. Bull. Issue 48/45
• Ontario Securities Commission and Maurice Aziz
• Ontario Securities Commission and Jessica Tam
• Ontario Securities Commission et al.
• Ontario Securities Commission and Maurice Aziz -- Rules 9(6) and 14 of CMT Rules of Procedure
• Ontario Securities Commission et al.
• Ontario Securities Commission et al. -- ss. 127(1), 127(8)
• Ontario Securities Commission and Jessica Tam -- s. 127(1)
• CSA Staff Notice 11-312 (Revised) National Numbering System
• Questerre Energy Corporation
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• Alpha Exchange Inc. -- Housekeeping Amendments to the Rules of Alpha Exchange Inc. -- Notice
• Toronto Stock Exchange -- Housekeeping Amendments to the Rules of Toronto Stock Exchange -- Notice
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Ontario Securities Commission and Maurice Aziz
FOR IMMEDIATE RELEASE
November 5, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 5, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Jessica Tam
FOR IMMEDIATE RELEASE
November 5, 2025
TORONTO -- The Tribunal issued its Reasons for Approval of a Settlement in the above-named matter.
A copy of the Reasons for Approval of a Settlement dated November 4, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
November 6, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 6, 2025 is available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
November 7, 2025
TORONTO -- A case management hearing in the above-named matter is scheduled to be heard on November 11, 2025, at 11:30 a.m. by videoconference.
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.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
November 10, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 10, 2025 is available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
November 11, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 11, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Maurice Aziz -- Rules 9(6) and 14 of CMT Rules of Procedure
BETWEEN:
File No. 2025-25
Adjudicator: |
M. Cecilia Williams |
November 5, 2025
(Rules 9(6) and 14 of the Capital Markets Tribunal Rules of Procedure)
WHEREAS on November 5, 2025, the Capital Markets Tribunal held a hearing by videoconference;
ON READING the materials filed by the Ontario Securities Commission, and on hearing the submissions of the representatives for the Commission and for the respondent;
IT IS ORDERED THAT:
1. pursuant to rule 3 and subrule 14.1(1) of the Rules of Procedure the merits hearing and the sanctions and costs hearing in this proceeding shall be heard together;
2. pursuant to subrule 9(6) of the Rules of Procedure, the proceeding shall be conducted in writing;
3. by 4:30 p.m. on December 19, 2025, the Commission shall serve and file its affidavit evidence and written submissions on the merits, sanctions and costs;
4. by 4:30 p.m. on February 27, 2026, the respondent shall serve and file any affidavit evidence and written submissions on the merits, sanctions and costs; and
5. if applicable, by 4:30 p.m. on March 13, 2026, the Commission shall serve and file any reply affidavit evidence and any reply submissions on the merits, sanctions and costs.
Ontario Securities Commission et al.
File No. 2025-7
Adjudicators: |
Tim Moseley (chair of the panel) |
Sandra Blake |
November 6, 2025
WHEREAS on November 6, 2025, the Capital Markets Tribunal held a hearing by videoconference;
ON HEARING the submissions of the representatives for each of the Ontario Securities Commission, Desmond Alvares, Marie Rounding, Monique Hutchins, Bruce Friesen, and Lisa Langley, and from Lisa Langley on behalf of Emerge Canada Inc.;
IT IS ORDERED THAT:
1. by 4:30 p.m. on December 8, 2025, Lisa Langley and Emerge Canada Inc. shall:
a. serve and file a witness list;
b. serve a summary of each witness's expected testimony; and
c. indicate any intention to call an expert witness, including providing the expert's name and the issues on which the expert will be testifying;
2. the previously scheduled hearing date of November 10, 2025, is vacated;
3. a further case management hearing is scheduled for December 15, 2025, at 9:00 a.m., by videoconference, or on such other date and time as may be agreed to by the parties and set by the Governance & Tribunal Secretariat; and
4. the parties shall serve and file submissions about scheduling the merits hearing as follows:
a. by 4:30 p.m. on November 11, 2025, the Commission shall serve and file written submissions setting out proposed alternatives for scheduling a hearing of ten days;
b. by 4:30 p.m. on November 14, 2025, each respondent shall serve and file written submissions in response, and, where applicable, explain any reasons for unavailability; and
c. by 4:30 p.m. on November 18, 2025, the Commission shall serve and file reply written submissions, if any.
Ontario Securities Commission et al. -- ss. 127(1), 127(8)
BETWEEN:
File No. 2025-28
Adjudicator: |
Geoffrey Creighton |
November 10, 2025
(Subsections 127(1) and 127(8) of the Securities Act, RSO 1990, c S.5)
WHEREAS on November 10, 2025, the Capital Markets Tribunal held a hearing by videoconference to consider an application by the Ontario Securities Commission to extend a temporary order of the Commission dated October 27, 2025;
ON READING the materials filed by the representative for the Commission, and on hearing the submissions of the representatives for the Commission and the respondents, and on being advised that the respondents consent to this order, without prejudice to their right to seek a variation of this order under section 144.1 of the Securities Act;
IT IS ORDERED, pursuant to ss. 127(1)2, 127(1)3 and 127(8) of the Securities Act, that until April 27, 2026:
1. trading in any securities by Arquette, Arquette Insurance and Wealth Management, or by any person on their behalf, including but not limited to any act, advertisement, solicitation, conduct, or negotiation, directly or indirectly in furtherance of a trade, shall cease; and
2. any exemptions contained in Ontario securities law do not apply to Arquette or Arquette Insurance and Wealth Management.
File No. 2025-11
Adjudicator: |
Andrea Burke |
November 11, 2025
WHEREAS on November 11, 2025, the Capital Markets Tribunal held a hearing by videoconference regarding a request from Jack Marks to vary the timeline and hearing dates scheduled in the Tribunal's order dated August 28, 2025;
ON HEARING the submissions of the representatives for CNSX Markets Inc. (CNSX), and the Ontario Securities Commission, no one appearing on behalf of Jack Marks although they were given notice of the hearing;
IT IS ORDERED THAT:
1. the previously scheduled hearing dates of November 12 and 14, 2025, are vacated;
2. by 4:30 p.m. EST on November 14, 2025, Jack Marks shall serve and file written submissions regarding:
a. their availability from 11 a.m. EST for a hearing with respect to the CNSX new evidence motion and the merits of Jack Marks' application on all the following proposed dates: April 1, 2, 23 and 24, and May 5, 8, 13, 14, 2026, and, where applicable, explain any reasons for unavailability on any of these dates and set out any proposed alternative dates on which they are available in April, May and June, 2026; and
b. the following proposed timetable for hearing materials:
i. by no later than 4:30 p.m. EST on January 21, 2026, Jack Marks shall serve and file written submissions on the merits of the application;
ii. by no later than 4:30 p.m. EST on February 20, 2026, CNSX shall serve and file responding written submissions on the merits of the application;
iii. by no later than 4:30 p.m. EST on March 2, 2026, Jack Marks shall serve and file reply written submissions, if any, on the merits of the application; and
iv. by no later than 4:30 p.m. EST on March 20, 2026, the Ontario Securities Commission shall serve and file written submissions, if any, on the merits of the application; and
3. by 4:30 p.m. EST on November 17, 2025, the CNSX and the Ontario Securities Commission shall serve and file responding written submissions, if any, regarding proposed hearing dates and the proposed timetable.
Ontario Securities Commission and Jessica Tam -- s. 127(1)
Citation: Ontario Securities Commission v Tam, 2025 ONCMT 15
Date: 2025-11-04
File No. 2025-17
BETWEEN:
(Subsection 127(1) of the Securities Act, RSO 1990, c S.5)
Adjudicators: |
James Douglas (chair of the panel) |
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Cathy Singer |
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Jane Waechter |
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Hearing: |
By videoconference, October 24, 2025 |
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Appearances: |
Sakina Babwani |
For the Ontario Securities Commission |
Adam Gotfried |
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James Gibson |
For Jessica Tam |
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[1] The Ontario Securities Commission alleges that Jessica Tam engaged in illegal insider trading, contrary to subsection 76(1) of the Securities Act{1} (the Act). The Commission and Tam agreed to resolve this allegation and sought approval of their settlement agreement. For the reasons that follow, we approved the agreement and ordered the sanctions agreed to by the parties.
[2] Tam was a close friend of Thi Anh Nguyet Pham and was acquainted with Pham's husband, Huy Le Huynh. Tam knew that Huynh was the VP of Finance at Score Media & Gaming Inc.
[3] On July 25, 2021, Tam obtained material non-public information from Huynh about the planned acquisition of Score by Penn National Gaming Inc.
[4] Huynh presented Tam with an opportunity to invest with him in Score through her tax-free savings account (TFSA). He proposed that the profits of their insider trading scheme be split 80% for Huynh and Pham, and 20% for Tam. Tam was unemployed at the time.
[5] Tam agreed with Huynh's proposal. Huynh provided Tam with $10,000 to deposit in her TFSA for the trading. Tam followed Huynh's instructions and purchased Score call options in July and August of 2021.
[6] On August 5, 2021, Score and Penn publicly announced the acquisition. That afternoon, Huynh told Tam to sell the options. They made a profit of approximately US$311,000.
[7] Tam understood it was important to Huynh that the arrangement be kept quiet. Huynh told Tam to pay his share of the trading profits slowly, and in cash. Tam communicated with Huynh and Pham via WhatsApp instant messaging to arrange the delivery of cash using codewords such as "toys".
[8] Following Huynh's written instructions, Tam used some of the remaining proceeds in her TFSA to allocate a portion of his share of the profits towards purchasing other securities. She also used some of the proceeds for her own benefit, including to pay personal expenses.
[9] Of the total trading profit of approximately $390,000, Tam has agreed to disgorge $120,000 to the Commission. Huynh has disgorged the remaining $270,000 to the Commission in accordance with a settlement agreement, approved by the Tribunal on September 26, 2025.
[10] The Commission and Tam have jointly proposed the following terms of settlement:
a. with the exceptions as set out in the order, Tam will be subject to a 2-year restriction on her ability to trade in any securities or derivatives, and to acquire securities; and
b. Tam shall disgorge to the Commission $120,000.
[11] Tam helped Huynh take advantage of material non-public information about the Score acquisition. Following Huynh's instructions, Tam used her account to buy options before the deal was announced. After the deal became public, they sold the options and made a large profit. They used deceptive tactics to try to avoid being caught.
[12] In approving the settlement, we took into account certain well-recognized sanctioning factors, including the seriousness of the breach, and specific and general deterrence. Illegal insider trading is among the most egregious breaches of Ontario securities law. It accords those who engage in it an unfair advantage, creates an unlevel playing field and generally erodes confidence in the capital markets.{2}
[13] The Commission submits that Tam is entitled to significant credit for cooperation. She admitted to serious misconduct and implicated others. She also agreed to testify in any subsequent proceedings. In addition to Tam's cooperation, we have taken into consideration the following mitigating factors:
a. Tam was not the architect of the scheme;
b. Tam was unemployed and in a fraught emotional state when Huynh proposed the scheme;
c. Tam has accepted full responsibility for her conduct and admits to her part in the insider trading scheme; and
d. Tam has no history of prior misconduct.
[14] When deciding whether to approve an enforcement settlement, we must be satisfied that the proposed terms are in the public interest. We recognize that, in most instances, there will be a range of reasonable outcomes that are consistent with the public interest. If the proposed terms are within that reasonable range, the Tribunal will ordinarily approve the parties' agreement.
[15] We found that the proposed settlement in this proceeding was reasonable and in the public interest. We issued an order on October 24, 2025, substantially in the form of the draft attached to the settlement agreement.
Dated at Toronto this 4th day of November, 2025
{1} RSO 1990, c S.5
{2} Cheng (Re), 2018 ONSEC 34 at para 2; Hutchinson (Re), 2018 ONSEC 22 at para 4
CSA Staff Notice 11-312 (Revised) National Numbering System
November 13, 2025{1}
The Canadian Securities Administrators (CSA) follows a system in which securities regulatory instruments are assigned numbers that indicate the type and subject matter of the instrument.
The numbering system was designed so as to:
(i) convey as much information as possible about the particular instrument so that a user knows what type of instrument it is, whether the instrument is national, multilateral or local and what subject matter it relates to;
(ii) permit all National{2} Instruments/Multilateral Instruments, National Policies/Multilateral Policies and CSA Notices to have the same numbers in all jurisdictions (as is currently the case); and
(iii) be flexible enough to permit Local Rules, Policies, Notices and implementing instruments of all jurisdictions to be numbered in accordance with the numbering system without affecting the numbering of National Instruments/Multilateral Instruments, National Policies/Multilateral Policies and CSA Notices{3}.
Under the numbering system, each instrument is assigned a five-digit number, with a hyphen appearing between the second and third digit. There are four components to the number assigned to a document:
• The first digit represents the broad subject area.
• The second digit represents a sub-category of the broad subject area.
• The third digit represents the type of the document.
• The last two digits represent the number of the document within its document type in its sub-category (in sequential order starting at 01).
More specifically, these four components may be described as follows:
• The first digit relates to the subject matter category into which the instrument has been classified. The nine subject matter categories are:
1. Procedures and Related Matters
2. Certain Capital Market Participants (Self-Regulatory Organizations, Exchanges and Market Operations)
3. Registration Requirements and Related Matters (Dealers, Advisers and other Registrants)
4. Distribution Requirements (Prospectus Requirements and Prospectus Exemptions)
5. Ongoing Requirements for Issuers and Insiders (Continuous Disclosure)
6. Take-over Bids and Special Transactions
7. Securities Transactions Outside the Jurisdiction
8. Investment Funds
9. Derivatives
For example, in the context of 54-101, the number "5" indicates that the instrument relates to Ongoing Requirements for Issuers and Insiders.
• The second digit relates to the sub-category of the subject matter category into which the instrument has been classified (see the "sub-category" column of the table below).
Using the 54-101 example, within the Ongoing Requirements for Issuers and Insiders category, a sub-category for instruments dealing with Proxy Solicitation is denoted by the number "4". Accordingly, all instruments dealing with this matter commence with the numbers "54".
• The third digit classifies the document as one of nine types of documents:
1. National Instrument/Multilateral Instrument and any related Companion Policy or Form(s)
2. National Policy/Multilateral Policy
3. CSA/CSA Multilateral Notice or CSA/CSA Multilateral Staff Notice or CSA/CSA Multilateral Staff Notice and Consultation Paper
4. CSA/CSA Multilateral Consultation Paper
5. Local Rule, Regulation or Blanket Order or Ruling and any related Companion Policy or Form(s), except an Implementing Instrument described below.
6. Local Policy
7. Local Notice
8. Implementing Instrument{4}
9. CSA Coordinated Blanket Order or Miscellaneous item
Using the same example, the third digit in 54-101 indicates that the type of instrument is a National Instrument or Multilateral Instrument (or a related Companion Policy or Form).
• The fourth and fifth digits represent a number assigned to instruments of the same type in consecutive order from 01 to 99 within a particular sub-category.
Again, using the example 54-101, the number "01" indicates that the instrument is the first document of its type in the sub-category "Proxy Solicitation".
A Companion Policy or Form that is related to an Instrument or Local Rule will have the same number as the Instrument or Local Rule to which it relates, followed by "F" in the case of a Form. If there is more than one Form related to a particular instrument, the Forms will be numbered consecutively (F1, F2, F3, etc.).
In 2023, the CSA introduced a Coordinated Blanket Order format, which is used to reflect the fact that all or several CSA members are issuing the same (or similar) exemptive relief. The coordinated CSA blanket orders are designated by the third digit (document type) 9, for example, Coordinated Blanket Order 13-932, Exemptions from certain filing requirements in connection with the launch of the System for Electronic Data Analysis and Retrieval +. In this number, the first two digits represent the subject matter category and sub-category, the third digit represents the document type (coordinated blanket order), and the last two digits represent the consecutive number assigned to this instrument in this category and document type. Generally, CSA coordinated blanket order numbers will start with xx-930 because the document type number 9 could have been previously used for miscellaneous documents.
Category, Sub-Category and Document Type Numbers
Category |
Sub-Category |
Document Type |
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(1st digit) |
(2nd digit) |
(3rd digit) |
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1 -- Procedure and Related Matters |
1 -- General |
1 -- National or Multilateral Instrument (Rule) and any related Companion Policy and Form |
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2 -- Applications |
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3 -- Filings with Securities Regulatory Authority |
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4 -- Definitions |
2 -- National or Multilateral Policy |
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5 -- Hearings and Enforcement |
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2 -- Certain Capital Market Participants |
1 -- Stock Exchanges |
3 -- CSA/CSA Multilateral Notice or CSA/CSA Multilateral Staff Notice or CSA/CSA Multilateral Staff Notice and Consultation Paper{5} |
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2 -- Other Markets |
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3 -- Trading Rules |
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4 -- Clearing and Settlement |
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5 -- Other Participants |
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6 -- Other Requirements |
4 -- CSA/CSA Multilateral Consultation Paper |
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3 -- Registration and Related Matters |
1 -- Registration Requirements |
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2 -- Registration Exemptions |
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3 -- Ongoing Requirements Affecting Registrants |
5 -- Local Rule, Regulation or Blanket Order or Ruling and any related Companion Policy or Form |
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4 -- Fitness for Registration |
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5 -- Non-Resident Registrants |
6 -- Local Policy |
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4 -- Distribution Requirements |
1 -- Prospectus Contents -- Non-Financial Matters |
7 -- Local Notice |
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2 -- Prospectus Contents -- Financial Matters |
8 -- Implementing Instrument (Local Rule that gives effect to a National or Multilateral Instrument) |
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3 -- Prospectus Filing Matters |
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4 -- Alternative Forms of Prospectus |
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5 -- Prospectus Exempt Distributions |
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6 -- Requirements Affecting Distributions by Certain Issuers |
9 -- A CSA Coordinated Blanket Order or Miscellaneous item (e.g., a Form that does not relate to another Instrument or Policy) |
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7 -- Advertising and Marketing |
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8 -- Distribution Restrictions |
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5 -- Ongoing Requirements for Issuers and Insiders |
1 -- Disclosure -- General |
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2 -- Financial Disclosure |
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3 -- Timely Disclosure |
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4 -- Proxy Solicitation |
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5 -- Insider Reporting |
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6 -- Restricted Shares |
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7 -- Cease Trading Orders |
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8 -- Corporate Governance |
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6 -- Take-Over Bids and Special Transactions |
1 -- Special Transactions |
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2 -- Take-over Bids |
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7 -- Securities Transactions Outside the Jurisdictions |
1 -- International Issuers |
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2 -- Distributions Outside the Jurisdiction |
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8 -- Investment Funds |
1 -- Investment Fund Distributions |
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9 -- Derivatives{6} |
1 -- General |
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2 -- Trading |
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3 -- Registration and Regulation of OTC Derivatives Market Participants |
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4 -- Clearing and Cleared Derivatives |
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5 -- Uncleared Derivatives |
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6 -- Data Reporting |
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{5} "CSA Staff Notice and Consultation Paper" should be used in those cases where CSA Staff is providing information or guidance on a matter in addition to seeking comments on a discrete issue.
{6} Please note that in Québec, derivatives regulations are made under the Derivatives Act (Québec) and not the Securities Act (Québec).
Please refer your questions to any of the following people:
Katrina Prokopy |
Isabelle Pelletier |
Alberta Securities Commission |
Autorité des marchés financiers |
katrina.prokopy@asc.ca |
isabelle.pelletier@lautorite.qc.ca |
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Noreen Bent |
Zach Masum |
British Columbia Securities Commission |
British Colombia Securities Commission |
nbent@bcsc.bc.ca |
zmasum@bcsc.bc.ca |
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Rhonda Horte |
Sonne Udemgba |
Office of the Yukon Superintendent of Securities |
Financial and Consumer Affairs Authority of Saskatchewan |
Rhonda.Horte@yukon.ca |
sonne.udemgba@gov.sk.ca |
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Matthew Yap |
Leigh-Anne Mercier |
Office of the Superintendent of Securities, Northwest Territories |
Manitoba Securities Commission |
Matthew_Yap@gov.nt.ca |
Leigh-Anne.Mercier@gov.mb.ca |
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Debora Bissou |
Liliana Ripandelli |
Department of Justice, Government of Nunavut |
Ontario Securities Commission |
dbissou@gov.nu.ca |
lripandelli@osc.gov.on.ca |
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Moira Goodfellow |
Steven Dowling |
Financial and Consumer Services Commission of New Brunswick |
Government of Prince Edward Island, Superintendent of Securities |
Moira.Goodfellow@fcnb.ca |
sddowling@gov.pe.ca |
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Doug Harris |
Mohammad Bin Mannan Atik |
Nova Scotia Securities Commission |
Office of the Superintendent of Securities, Service NL |
doug.harris@novascotia.ca |
MohammadAtik@gov.nl.ca |
{1} This Notice is a revised version of CSA Staff Notice 11-312, as published on February 6, 2009 and revised on February 19, 2010, January 29, 2015 and December 12, 2024. This revised version adds new subcategory 6 to subject matter category 2 (26-xxx -- Other Requirements) and revises the title of third digit 4 (xx-4xx -- CSA Consultation Paper).
{2} A National Instrument or Policy is an instrument or policy that has been adopted by all CSA jurisdictions, whereas a Multilateral Instrument or Policy is an instrument or policy that has not been adopted by one or more CSA jurisdictions.
{3} In Québec, all National Instruments, Multilateral Instruments and Rules are referred to as Regulations and all National Policies and Companion Policies are referred to as Policy Statements.
{4} For this purpose, an Implementing Instrument is a local rule making consequential changes relating to the implementation of a National Instrument/Multilateral Instrument.
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 51-102, s. 13.1 Continuous Disclosure Obligations -- Information Circular -- National Instrument 71-101 Multijurisdictional Disclosure System -- An issuer completing an arrangement, reorganization or significant acquisition that requires prospectus-level disclosure in an information circular wants relief from the requirement in the MJDS prospectus form to provide a reconciliation to Canadian GAAP for financial statements prepared in accordance with US GAAP to be included in the information circular -- The financial statements relate to an entity that is an SEC foreign issuer under NI 52-107; other provisions of Canadian securities legislation allow an SEC issuer or SEC foreign issuer to use financial statements prepared in accordance with U.S. GAAP without providing a reconciliation to Canadian GAAP; the public will receive financial statements of the entity prepared in accordance with U.S. GAAP.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
National Instrument 71-101 The Multijurisdictional Disclosure System, s. 21.1.
2025 BCSECCOM 378
August 21, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirements in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) to include a reconciliation to Canadian GAAP of the following financial statements prepared in accordance with U.S. GAAP (as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107)) that are required to be included or incorporated by reference in the information circular (the Information Circular) to be sent to securityholders of the Filer under a plan of arrangement (the Arrangement) involving the Filer and Royal Gold, Inc. (Royal Gold):
(i) historical financial statements of Royal Gold; and
(ii) pro forma financial statements of Royal Gold giving effect to the Arrangement and a plan of arrangement (Horizon Arrangement) involving Royal Gold and Horizon Copper Corp. (Horizon) (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(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 Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan, Québec and Yukon, and
(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
¶ 3 This decision is based on the following facts represented by the Filer:
The Filer
1. the Filer is a corporation incorporated under Business Corporations Act (British Columbia) (the BCBCA);
2. the Filer's head office and registered office are located in Vancouver, British Columbia;
3. the Filer is a reporting issuer in each of the provinces and territories of Canada and is not in default of the securities legislation in any jurisdiction;
4. the authorized share structure of the Filer consists of an unlimited number of common shares (Sandstorm Shares); as at July 18, 2025, 293,157,955 Sandstorm Shares were issued and outstanding;
5. the Sandstorm Shares are listed on the TSX and the New York Stock Exchange;
Royal Gold
6. Royal Gold is a corporation existing under the laws of the State of Delaware;
7. the head office of Royal Gold is located in Denver, Colorado and the registered office of Royal Gold is located in Wilmington, Delaware;
8. Royal Gold is subject to the 1934 Act and is a reporting issuer in each of the provinces of Canada and is not in default of (a) securities legislation in any of the jurisdictions, or (b) its obligations under the 1934 Act or other applicable securities legislation in the United States;
9. the authorized capital of Royal Gold consists of 200,000,000 shares of common stock (Royal Gold Shares) and 10,000,000 shares of preferred stock (Royal Gold Preferred Shares); as at July 15, 2025, there were 65,831,053 Royal Gold Shares issued and outstanding and no Royal Gold Preferred Shares issued or outstanding;
10. the Royal Gold Shares are listed on the Nasdaq Global Select Market;
11. Royal Gold currently files financial statements prepared in accordance with U.S. GAAP;
The Arrangement
12. on July 6, 2025, the Filer and Royal Gold entered into an arrangement agreement (Arrangement Agreement) whereby Royal Gold agreed to acquire all of the issued and outstanding Sandstorm Shares under the Arrangement; following completion of the Arrangement, the Filer will be a wholly-owned subsidiary of Royal Gold;
13. concurrent with the entering into of the Arrangement Agreement, on July 6, 2025, Royal Gold and Horizon entered into an arrangement agreement whereby Royal Gold agreed to acquire all of the issued and outstanding common shares of Horizon under the Horizon Arrangement; following completion of the Horizon Arrangement, Horizon will be a wholly-owned subsidiary of Royal Gold;
14. in accordance with the BCBCA, the Arrangement must be approved by a special resolution of the of holders of Sandstorm Shares (Sandstorm Shareholders) at a special meeting of the Sandstorm Shareholders; the Filer will prepare and mail the Information Circular to the Sandstorm Shareholders, which will contain, among other things, detailed information regarding the Arrangement and the business and operations of Royal Gold;
15. under the form requirements for an information circular in NI 51-102, the Information Circular must include disclosure about Royal Gold prescribed by the form of prospectus that Royal Gold would be eligible to use immediately prior to the sending and filing of the Information Circular;
16. under section 3.1(c) of NI 71-101, Royal Gold is eligible to file a prospectus in the form of a MJDS prospectus prepared in accordance with the disclosure and other requirements of United States federal securities laws as it meets the eligibility criteria set out in sections 3.1(c) and 3.1(a)(ii) to (v) of NI 71-101;
17. in order for the Filer to provide the disclosure in the Information Circular in accordance with NI 71-101, the Information Circular must include the following financial statements (the Financial Statements): (i) historical financial statements of Royal Gold; and (ii) pro forma financial statements of Royal Gold giving effect to the Arrangement and the Horizon Arrangement; the Financial Statements have been prepared in accordance with U.S. GAAP;
18. section 4.6 of NI 71-101 would require the Financial Statements to include a reconciliation to Canadian GAAP; and
19. Royal Gold has advised the Filer that it falls within the definition of an SEC foreign issuer in NI 52-107 and, as such, relies on section 4.3 of NI 71-102 and section 3.7 of NI 52-107 to prepare the Financial Statements in satisfaction of its continuous disclosure obligations in Canada in accordance with U.S. GAAP without providing a reconciliation to Canadian GAAP.
¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted.
OSC File #: 2025/0446
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Citation: 2025 BCSECCOM 487
November 5, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Maker under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0613
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 -- Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by more than 50 persons and are not traded through any exchange or market; following an arrangement, all of the issuer's common shares were acquired by another company that is not a reporting issuer; the issuer has convertible securities that are beneficially owned by more than 50 persons; the convertible securities are exercisable for a fixed cash amount; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 490
November 6, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; Yukon, Nunavut and the Northwest Territories, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is a corporation existing under the laws of the State of Nevada;
2. the Filer's head office is located in Vancouver, British Columbia;
3. the shares of common stock in the capital of the Filer (Filer Shares), traded on the Toronto Stock Exchange (the TSX) under the symbol G and on the OTCQB Venture Market (the OTCQB) under the symbol AUGG, and no other securities of the Filer were listed on any marketplace;
4. immediately prior to the Effective Time (as defined below), the Filer had the following issued and outstanding securities:
(a) 85,929,753 Filer Shares;
(b) stock options exercisable to purchase 7,170,002 Filer Shares (Filer Options);
(c) common stock purchase warrants to acquire 300,000 Filer Shares at price of $0.62 (2024 Warrants); and
(d) common stock purchase warrants to acquire 3,362,573 Filer Shares at price of $2.30 (2023 Warrants).
5. to the best of the Filer's knowledge and belief and upon due diligence searches with Broadridge Financial Solutions Inc., the Filer was able to ascertain that there are a total of 81 beneficial holders of 2023 Warrants, resident in the following jurisdictions -- 20 in British Columbia, 11 in Alberta, 37 in Ontario, 1 in Québec, 1 in New Brunswick, and 11 in foreign jurisdictions;
6. under the terms and conditions of an Agreement and Plan of Merger dated July 15, 2025 (the Merger Agreement) by and among the Filer, AngloGold Ashanti (U.S.A.) Holdings Inc. (Parent), Exploration Inc. (Merger Sub), and joined by AngloGold Ashanti Holdings plc, for the limited purposes specified in the Merger Agreement, effective at 12:01 a.m. Pacific Time on October 23, 2025, Merger Sub merged with and into the Filer, with the Filer continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the Merger);
7. on October 20, 2025, at the special meeting of stockholders of the Filer (the Meeting), stockholders of the Filer approved the Merger by: (a) 69.44% of issued and outstanding Filer Shares as of the record date of September 12, 2025; and (b) 99.37% of votes cast by the Filer stockholders present in person or represented by proxy at the Meeting, after excluding votes from certain related parties required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions;
8. pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time):
(a) all outstanding Filer Shares were automatically cancelled and converted into the right to receive $1.70 in cash (the Merger Consideration); and
(b) all outstanding Filer Options were cancelled and, in respect of the in-the-money Filer Options, exchanged for an aggregate amount in cash.
9. at the Effective Time, all outstanding 2024 Warrants were cancelled and converted into the right to receive an amount in cash in accordance with a warrant cancellation agreement dated July 15, 2025 between the Filer and Donald Taylor (the Filer's President, Chief Executive Officer and director);
10. from the Effective Time until January 20, 2026 (the 2023 Warrant Expiry Date), each 2023 Warrant represents only the right to receive the Merger Consideration upon payment of $2.30 (the Exercise Price) in accordance with the 2023 Warrant's indenture, which is a cash amount that is less than the Exercise Price;
11. from the Effective Time until the 2023 Warrant Expiry Date, any disclosure by the Filer would not provide information that would affect the investment decision of the holders of the 2023 Warrants (the 2023 Warrant Holders) because the 2023 Warrants do not represent a right to purchase securities of the Filer;
12. the 2023 Warrants do not provide the holders thereof with any voting rights in respect of the Filer continuing as the surviving corporation;
13. the Filer is not required to remain a reporting issuer in any jurisdiction under any contractual arrangement between the Filer and the 2023 Warrant Holders, and no consents or approvals were required from the 2023 Warrant Holders;
14. the Filer Shares were delisted from the TSX and ceased to be quoted on the OTCQB, in each case, as of the close of trading on October 24, 2025;
15. the Filer has no intention to seek public financing by way of an offering of securities;
16. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets;
17. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
18. the Filer is applying for an order that it has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer;
19. the Filer is not in default of securities legislation in any jurisdiction;
20. the Filer is not eligible to use the simplified procedure under National Policy 11-206 -- Process for Cease to be a Reporting Issuer Applications because the securities of the Filer, namely the 2023 Warrants, are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; and
21. upon the granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025-0544
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 489
November 5, 2025
¶ 1 The securities regulatory authority in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0633
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: Re 2679158 Alberta Ltd., 2025 ABASC 152
November 10, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Alberta Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0652
National Policy 11-206 Process for Cease to be a Reporting Issuer -- issuer deemed to be no longer a reporting issuer under securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.A., 2000, c. S-4, s. 153.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: Re Global Helium Corp., 2025 ABASC 153
November 10, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Alberta Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0653
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemption from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices to allow the investment fund manager to pay to a participating dealer direct costs incurred by the participating dealer relating to a sales communication, investor conference or investor seminar prepared or presented by the participating dealer which has a primary purpose of providing educational information on financial planning matters -- subject to conditions.
National Instrument 81-105 Mutual Fund Sales Practices, ss. 5.1(a) and 9.1.
November 5, 2025
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) for relief from subsection 5.1(a) of National Instrument 81-105 Mutual Fund Sales Practices (NI 81-105) to permit the Filer to pay to a participating dealer direct costs incurred by the participating dealer relating to a sales communication, investor conference or investor seminar prepared or presented by the participating dealer (each individually referred to as a Cooperative Marketing Initiative and collectively as Cooperative Marketing Initiatives) if the primary purpose of the Cooperative Marketing Initiative is to promote or provide educational information concerning investing in securities and investment, retirement, tax and estate planning (collectively, Financial Planning) matters (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, MI 11-102 or NI 81-105 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is an Ontario limited partnership, which is wholly-owned, indirectly, by the Bank of Nova Scotia (BNS). The general partner of the Filer is 1832 Asset Management G.P. Inc., an Ontario corporation wholly-owned directly by BNS with its head office in Ontario.
2. The Filer is registered as: (i) a portfolio manager in all of the provinces of Canada and in the Northwest Territories and the Yukon; (ii) an exempt market dealer in all of the provinces of Canada (except Prince Edward Island and Saskatchewan); (iii) an investment fund manager in Ontario, Québec, Newfoundland and Labrador and the Northwest Territories; and (iv) a commodity trading manager in Ontario.
3. The Filer acts, and may in the future act as, an investment fund manager in respect of various mutual funds, including exchange-traded funds, (each a Fund and collectively, the Funds) governed by National Instrument 81-102 Investment Funds.
4. The Filer is, or will be in the future, a "member of the organization" (as that term is defined in NI 81-105) of the Funds, as the Filer is, or will be in the future, the manager of the Funds.
5. Each of the Funds is, or will be, an open-ended mutual fund established under the laws of Canada or a Jurisdiction. The securities of each of the Funds are, or will be, qualified for distribution pursuant to a prospectus that has been, or will be, prepared and filed in accordance with the securities legislation of each applicable Jurisdiction. Each of the Funds is, or will be, a reporting issuer in one or more of the Jurisdictions. Each of the Funds is, or will be, subject to NI 81-105, including Part 5 thereof which governs marketing and educational practices.
6. Neither the Filer nor any of the Funds is in default of securities legislation in any of the Jurisdictions.
7. Under subsection 5.1(a) of NI 81-105, the Filer is permitted to pay a participating dealer direct costs incurred by the participating dealer relating to a Cooperative Marketing Initiative if the primary purpose of the Cooperative Marketing Initiative is to promote, or provide educational information concerning a mutual fund, the mutual fund family of which the mutual fund is a member, or mutual funds generally.
8. Subsection 5.1(a) of NI 81-105 prohibits the Filer from paying to a participating dealer the direct costs incurred by the participating dealer relating to a Cooperative Marketing Initiative where the primary purpose is to provide educational information about Financial Planning matters. Consequently, the Filer is not permitted to sponsor the cost of a Cooperative Marketing Initiative where the main topics discussed include investment planning, retirement planning, tax planning and estate planning, each of which are aspects of Financial Planning.
9. The Filer and its affiliates have expertise in Financial Planning matters or may retain others with such expertise. In addition to the topics currently permitted under subsection 5.1(a) of NI 81-105, the Filer wishes to sponsor Cooperative Marketing Initiatives where the primary purpose is to provide educational information concerning Financial Planning. The Filer will otherwise comply with subsections 5.1(b) through (e) of NI 81-105 in respect of the Cooperative Marketing Initiatives it sponsors.
10. Mutual funds, including the Funds managed by the Filer, can be used to meet a variety of financial goals and accordingly are regularly used as financial planning tools. The Filer's sponsorship of Cooperative Marketing Initiatives where the primary purpose is to provide educational information about Financial Planning matters may benefit investors as it may facilitate and potentially increase investors' access to educational information on such matters, which may better equip them to make financial decisions that involve mutual funds.
11. Under sections 5.2 and 5.5 of NI 81-105, the Filer is permitted to sponsor the costs incurred by participating dealers in attending or organizing and presenting at conferences where the primary purpose is the provision of educational information on, among other things, Financial Planning.
12. Specifically, under subsection 5.2(a) of NI 81-105, the Filer is permitted to provide a non-monetary benefit to a representative of a participating dealer by allowing him or her to attend a conference or seminar organized and presented by the Filer where the primary purpose is the provision of educational information about, among other things, financial planning, investing in securities or mutual fund industry matters.
13. Similarly, under subsection 5.5(a) of NI 81-105, the Filer is permitted to pay to a participating dealer part of the direct costs the participating dealer incurs in organizing or presenting at a conference or seminar that is not an investor conference or investor seminar referred to in section 5.1 of NI 81-105, where the primary purpose is the provision of educational information about, among other things, financial planning, investing in securities or mutual fund industry matters.
14. The Filer will not require participating dealers to sell any of its Funds or other financial products to investors as a condition of the Filer's sponsorship of a Cooperative Marketing Initiative.
15. The Filer will pay for its sponsorship of a Cooperative Marketing Initiative out of its normal sources of revenue. Accordingly, the sponsorship cost will not be borne by the Funds.
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 in respect of a Cooperative Marketing Initiative whose primary purpose is to provide educational information concerning Financial Planning matters:
(a) the Filer otherwise complies with the requirements of subsections 5.1(b) through (e) of NI 81-105;
(b) the Filer does not require any participating dealer to sell any of the Funds or other financial products to investors;
(c) other than as permitted by NI 81-105, the Filer does not provide participating dealers and their representatives with any financial or other incentives for recommending any of the Funds to investors;
(d) the materials presented in a Cooperative Marketing Initiative concerning Financial Planning matters contain only general educational information about such matters;
(e) the Filer prepares or approves the content of the general educational information about Financial Planning matters, presented in a Cooperative Marketing Initiative it sponsors and selects or approves an appropriately-qualified speaker for each presentation about such matters delivered in a Cooperative Marketing Initiative;
(f) any general educational information about Financial Planning matters presented in a Cooperative Marketing Initiative contains an express statement that the content presented is for information purposes only, and is not providing advice to the attendees of the investor conference or investor seminar or the recipients of the sales communication, as applicable; and
(g) any general educational information about Financial Planning matters presented in a Cooperative Marketing Initiative contains an indication of the types of professionals who may generally be qualified to provide advice on the subject matter of the information presented.
Application File #: 2025/0062
SEDAR+ File #: 6238432
Application for exemption from Part 2 of National Instrument 62-104 Take-Over Bids and Special Transactions in respect of an offer by an Alberta offeror for securities of a United States offeree issuer -- bid not exempt under the "foreign takeover bid exemption" in section 4.4 of NI 62-104 because offeror's holdings of offeree issuer's securities cause holdings of security holders in Canada to be above the 10% threshold contemplated in paragraphs 4.4(a) and (b) of NI 62-104 -- exemption granted subject to conditions, including applicable conditions of section 4.4 of NI 62-104.
National Instrument 62-104 Take-Over Bids and Special Transactions, s. 6.1, Part 2.
Citation: Re Questerre Energy Corporation, 2025 ABASC 148
November 3, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Makers) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the take-over bid requirements (the Take-over Bid Rules) set out in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) in respect of an offer (the Offer) to be made by the Filer to purchase all of the outstanding common stock not already owned by the Filer of Red Leaf Resources, Inc. (Red Leaf).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application)
(a) the Alberta Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia and Saskatchewan, and
(c) this decision is a decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions, MI 11-102 or National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
Background
1. The Filer is incorporated under the Business Corporations Act (Alberta).
2. The head office of the Filer is located in Calgary, Alberta.
3. The Filer is a reporting issuer in all of the provinces of Canada, and is not in default of securities legislation in any jurisdiction of Canada.
4. Red Leaf is a shale energy technology company based in Salt Lake City, Utah.
5. Based on a review of SEDAR+ as at September 30, 2025, Red Leaf is not a reporting issuer in any jurisdiction of Canada.
6. None of the Red Leaf Securities (as defined below) are listed or quoted on any marketplace as defined in National Instrument 21-101 Marketplace Operation, or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
7. On September 30, 2025, Red Leaf provided to the Filer a securities register (the Red Leaf Register), which sets out the registered holders of the common stock (the Red Leaf Common Stock), Series A Preferred Shares (the Red Leaf Preferred Shares), common stock purchase warrants (the Red Leaf Warrants) and options (the Red Leaf Options, together with the Red Leaf Common Stock, Red Leaf Preferred Shares and Red Leaf Warrants, the Red Leaf Securities).
8. The Filer is the registered and beneficial holder of 132,292.43 shares of Red Leaf Common Stock, representing approximately 40.88% of the outstanding Red Leaf Common Stock (the Filer Red Leaf Common Stock).
9. The Filer is also the registered and beneficial holder of 288 Red Leaf Preferred Shares, representing approximately 16.45% of the outstanding Red Leaf Preferred Shares. In accordance with the terms of the Red Leaf Preferred Shares, each Red Leaf Preferred Share represents approximately 1.45 shares of Red Leaf Common Stock on an as-converted basis.
10. Section 4.4 of NI 62-104 provides an exemption (the Foreign Take-Over Bid Exemption) from the Take-Over Bid Rules if, among other things, the following conditions are satisfied:
(a) security holders whose last address as shown on the books of the offeree issuer is in Canada hold less than 10% of the outstanding securities of the class subject to the bid at the commencement of the bid;
(b) the offeror reasonably believes that security holders in Canada beneficially own less than 10% of the outstanding securities of the class subject to the bid at the commencement of the bid.
11. The Offer is a take-over bid as defined in NI 62-104. The Offer would be exempt from Part 2 of NI 62-104 pursuant to the Foreign Take-Over Bid Exemption, but for the Filer Red Leaf Common Stock.
Further Information in relation to the Offer
12. The Filer intends to make the Offer to all holders of Red Leaf Common Stock and intends to acquire all of the Red Leaf Common Stock, other than the Filer Red Leaf Common Stock, in exchange for common shares of the Filer at a deemed price of US$21 per share of Red Leaf Common Stock, pursuant to a securities purchase agreement to be entered into among the Filer, Red Leaf, and holders of Red Leaf Common Stock. The Filer has no current plans to offer to acquire the Red Leaf Warrants or Red Leaf Options, but such securities are convertible into Red Leaf Common Stock, and as a result, may participate in the Offer on that basis.
13. The Filer reasonably believes that all of the holders of Red Leaf Common Stock who are residents of Canada will participate in the Offer, and the Filer does not have any basis to believe that such stockholders would object to the Exemption Sought.
14. If necessary to complete the acquisition of Red Leaf, the Filer may seek to rely on certain "drag-along" rights in respect of the Red Leaf Common Stock. In order to rely on such rights, the Filer may need to acquire all of the Red Leaf Preferred Shares that it does not own. The Filer expects that such an offer would be a take-over bid under NI 62-104, but would be exempt from the Take-Over Bid Rules pursuant to section 4.3 of NI 62-104.
Red Leaf Register Information
15. In relation to paragraph (a) of section 4.4 of NI 62-104, based on the Red Leaf Register, excluding the Filer Red Leaf Common Stock, there are eight common stockholders of Red Leaf whose last address was in Canada, specifically, in Alberta, British Columbia, Saskatchewan and Ontario, and such persons are shown as holders of an aggregate of 1,555 shares of Red Leaf Common Stock, representing approximately 0.48% of the outstanding Red Leaf Common Stock.
16. Based on the Red Leaf Register, other than the Filer, there are 14 holders of Red Leaf Preferred Shares whose last address as shown in that list is in Canada, specifically, Alberta, and such persons are shown as holders of an aggregate of 1,507 Red Leaf Preferred Shares exercisable into 2,185 shares of Red Leaf Common Stock.
17. Based on the Red Leaf Register, there are four holders of Red Leaf Options whose last address as shown in that list was in Canada, specifically, in Alberta, and such persons are shown as holders of an aggregate of 25,800 Red Leaf Options, exercisable into 25,800 shares of Red Leaf Common Stock.
18. Based on the Red Leaf Register, there are two holders of Red Leaf Warrants whose last address as shown in that list was in Canada, specifically, in Alberta, and such persons are shown as holders of an aggregate of 1,507 Red Leaf Warrants, exercisable into 1,507 shares of Red Leaf Common Stock.
19. Relying on the information provided by Red Leaf, the Filer reasonably believes that there are no other registered or beneficial holders of Red Leaf Securities resident in Canada.
20. In relation to paragraph (a) of section 4.4 of NI 62-104, as it is interpreted by subsection 1.8(2) of NI 62-104, excluding the Filer Red Leaf Common Stock, the Filer calculates (including the foregoing as-if-converted numbers) that the number of shares of Red Leaf Common Stock held on a fully diluted basis by stockholders who are residents of Canada represents approximately 8.38% of the outstanding Red Leaf Common Stock.
21. In reference to paragraph (b) of section 4.4 of NI 62-104, based on information provided by Red Leaf to the Filer as at September 30, 2025, the Filer reasonably believes that there is no difference between the percentage of the Red Leaf Securities held by registered holders resident in Canada and the percentage of Red Leaf Securities held by beneficial holders resident in Canada.
MI 61-101 Matters
22. Upon receipt of the Exemption Sought, the Offer would no longer be considered a "bid" as defined in Multilateral Instrument 61-101 Take-Over Bids and Special Transactions (MI 61-101), because it would not be subject to the provisions of Part 2 of NI 62-104. Consequently, Part 2 of MI 61-101 would no longer apply to the Offer, because section 2.1 of MI 61-101 would no longer be satisfied.
23. Of the 1,555 shares of Red Leaf Common Stock held by stockholders of Red Leaf whose last address was in Canada, 55 are held by parties that are each a "related party" to the Filer, as that term is defined in MI 61-101. The acquisition from these related parties will be a related party transaction under paragraph (g) of that definition (the Related Party Transaction). However, no requirements of Part 5 of MI 61-101 are expected to apply. First, the acquisition of Red Leaf would not be a material change for the Filer, therefore there would be no material change report as contemplated in subsection 5.2(1) of MI 61-101. Second, the Related Party Transaction will be exempt from the minority approval requirement in section 5.6 of MI 61-101, because the fair market value of the Red Leaf Securities does not represent more than 25% of the market capitalization of the Filer (the Value Exemption). Being exempt from section 5.6, the Related Party Transaction will also be exempt from section 5.3 of MI 61-101. Finally, the Related Party Transaction will also be exempt from section 5.4 of MI 61-101, pursuant to the Value Exemption.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that
(a) the Offer is carried out in accordance with all applicable U.S. securities laws, and
(b) the Filer satisfies the conditions set out in paragraphs 4.4(d) and (e) of NI 62-104.
Starlight U.S. Residential Fund
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions -- application for relief from requirement to obtain separate minority approval for each class of units -- no difference of interest between holders of each class of units in connection with the proposed business combination transaction -- safeguards include independent committee and fairness opinion -- declaration of trust provides that unitholders will vote as a single class unless the nature of the business affects holders of one class of units in a manner materially different from another class -- requiring a class-by-class vote could give a de facto veto right to a very small group of unitholders.
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 8.1(1) and 9.1(2).
November 6, 2025
The principal regulator in the Jurisdiction has received an application from the Fund for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") exempting the Fund, pursuant to section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), from the requirement in subsection 8.1(1) of MI 61-101 to obtain minority approval from the holders of every class of affected securities of the Fund, each voting separately as a class in connection with a proposed reorganization pursuant to which, among other things, the Fund will be dissolved and holders of interests in the Fund will become holders of interests in Starlight U.S. Residential (Multi-Family) Investment LP ("SURF LP"), and requiring instead that minority approval be obtained from all Disinterested Unitholders (as defined below) voting together as a single class (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 Fund 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 Alberta, Saskatchewan, Manitoba, Québec and New Brunswick.
Terms defined in National Instrument 14-101 Definitions, MI 11-102 and MI 61-101 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Fund:
Overview of the Fund
1. The Fund is an unincorporated, open-ended real estate investment trust established in accordance with the laws of the Province of Ontario pursuant to a declaration of trust dated September 23, 2021, as amended and restated on October 28, 2021 (the "DOT").
2. The Fund's head office is located at 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, Ontario, M8X 2X3.
3. The Fund is a reporting issuer in each province of Canada and is not in default of any applicable requirements of the securities legislation of such provinces.
4. The Fund's investment objectives are to: (a) directly or indirectly acquire, own, and operate a portfolio primarily comprised of income-producing residential properties that demonstrate value based on pricing and local supply and demand trends to achieve the Fund's target metrics, and are located primarily in the States of Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, Oregon, South Carolina, Tennessee, Texas, Utah and Washington; (b) make stable monthly cash distributions; and (c) increase net operating income through active asset management, which may include high return, value-add capital expenditures, lease up of non-stabilized properties, utilizing revenue management software to increase rental rates, revenue enhancement through ancillary income opportunities and operating expenses reductions, best-in-class property management and economies of scale, with the goal of ultimately directly or indirectly disposing of its interests in the assets by the end of the Fund's pre-determined term of existence unless extended in accordance with the terms of the DOT.
5. The Fund completed its initial public offering on November 15, 2021.
6. The Fund had an initial term expiring on November 15, 2024, which has since been extended at the option of the Manager (as defined below) to November 15, 2026. The Fund is unable to extend its term further without a two-thirds vote of Unitholders (as defined below).
7. The Fund currently owns 1,333 suites in four apartment communities in Austin, Phoenix, Raleigh, and Tampa.
8. The manager of the Fund is Starlight Investments US AM Group LP (the "Manager"), a wholly-owned subsidiary of Starlight Group Property Holdings Inc., a corporation which is wholly-owned by Daniel Drimmer, who is also an officer and trustee of the Fund.
9. The beneficial interests in the Fund are divided into eight classes of units (collectively, the "Units"): Class A units ("Class A Units"), Class C units ("Class C Units"), Class D units ("Class D Units"), Class E units ("Class E Units"), Class F units ("Class F Units"), Class G units ("Class G Units"), Class I units ("Class I Units") and Class U units ("Class U Units"). The Fund is also authorized to issue Special Voting Units, which have no economic entitlement in the Fund or in the distributions or assets of the Fund but entitle the holder to one vote per Special Voting Unit at any meeting of the unitholders of the Fund.
10. As at September 12, 2025, there were 29,614,984 Units issued and outstanding, comprised of 3,656,951 Class A Units, 2,675,750 Class C Units, 11,861,197 Class D Units, 673,700 Class E Units, 5,428,594 Class F Units, 1,433,285 Class G Units, 3,500,000 Class I Units and 385,507 Class U Units. In addition, there were 750,000 Special Voting Units issued and outstanding attached to 750,000 exchangeable limited partnership units of subsidiary limited partnerships of the Fund and which are economically equivalent to and exchangeable into 750,000 Class C Units in the aggregate and that are held by an affiliate of Daniel Drimmer.
11. Accordingly, as at September 12, 2025, the Class A Units represented approximately 12.3% of the issued and outstanding Units, the Class C Units represented approximately 9.0% of the issued and outstanding Units, the Class D Units represented approximately 40.1% of the issued and outstanding Units, the Class E Units represented approximately 2.3% of the issued and outstanding Units, the Class F Units represented approximately 18.3% of the issued and outstanding Units, the Class G Units represented approximately 4.8% of the issued and outstanding Units, the Class I Units represented approximately 11.8% of the issued and outstanding Units and the Class U Units represented approximately 1.3% of the issued and outstanding Units. The foregoing does not include Special Voting Units as they are not "affected securities" within the meaning of MI 61-101.
12. The holders of the Class A Units, Class C Units, Class D Units, Class E Units, Class F Units, Class G Units, Class I Units and Class U Units have the same rights and obligations and no holder of Units is entitled to any privilege, priority or preference in relation to any other such holder, subject to the following:
(a) The Class A Units, Class C Units, Class D Units, Class F Units and Class I Units are denominated in Canadian dollars (collectively, the "Canadian Dollar Denominated Units"), while the Class E Units, Class G Units and Class U Units are denominated in U.S. dollars (collectively, the "U.S. Dollar Denominated Units").
(b) The proportionate entitlement of the holders of Class A Units, Class C Units, Class D Units, Class E Units, Class F Units, Class G Units, Class I Units and Class U Units to participate in distributions made by the Fund and to receive proceeds upon termination or dissolution of the Fund is determined based on the net U.S. dollar proceeds received by the Fund in respect of such class of Units at the time of the Fund's initial public offering, together with, in the case of Class I Units, the additional amount by which the management fee was reduced in respect of the Class I Units.
(c) The proportionate allocation of income or loss of the Fund is determined in accordance with the DOT.
(d) The Class A Units and Class U Units are listed on the TSX Venture Exchange (the "TSXV") under the symbols "SURF.A" and "SURF.U", respectively.
(e) The Class C Units, Class D Units, Class E Units, Class F Units, Class G Units and Class I Units are not listed on any stock exchange. Class C Units, Class D Units, Class F Units and Class I Units may be converted into Class A Units at the option of the holders thereof at a rate determined by the relative net proceeds received by the Fund for each Unit, by class, at the time of its initial public offering. The Class A Units are convertible into Class D Units on a similar basis. In addition, Class E Units and Class G Units are convertible into Class U Units at the option of the holders thereof at a rate determined by the relative net proceeds received by the Fund for each Unit, by class, at the time of its initial public offering. The Class U Units are convertible into Class G Units on a similar basis.
(f) If a formal take-over bid is made for a class of Units other than the Class A Units or Class U Units, then the Class A Units and Class U Units have coattail rights to convert into the class of Units that are the subject of the formal take-over bid at a rate determined by the relative net U.S. dollar proceeds received by the Fund for each Unit, by class, at the time of its initial public offering.
13. The DOT provides that the current holders of Units in the Fund ("Unitholders") vote as a single class in respect of any matter to be voted upon unless the nature of the business to be transacted at the meeting affects holders of one class of Units in a manner materially different from its effect on holders of another class of Units, in which case the Units of the affected class will vote separately as a class, with Special Voting Units voting alongside the Class C Units.
Proposed Transaction
14. The Fund intends to undertake a reorganization transaction (the "Proposed Transaction") pursuant to which the Fund will be dissolved and Unitholders will become holders of interests in SURF LP, the subsidiary limited partnership through which the Fund currently holds its interest in its multi-family properties. If consented to by the applicable lender to Buda Mezz LLC, the former owner of Buda Acquisition LLC, the owner of a former property of the Fund, Buda Mezz LLC, which no longer holds any assets and Starlight U.S. Residential (Single-Family) Investment LP, through which the Fund formerly held interests in single-family properties, all of which have been disposed of, will be acquired by Starlight Group Property Holdings Inc. (the "Purchaser") for a nominal price, as there are currently no assets held by Buda Mezz LLC or Starlight U.S. Residential (Single-Family) Investment LP other than entities that also no longer hold any assets.
15. In connection with the foregoing transaction, the Units will be collapsed into two, or subject to the USD Unitholders Vote (as defined below), into one class of limited partnership units, listed on the TSXV, with the exchange ratios determined based on the existing economic formulas set forth above and the CAD/USD exchange rate (in the case of U.S. Dollar Denominated Units) at the time of closing of the Proposed Transaction.
16. In addition, pursuant to the Proposed Transaction, the general partner interest in Starlight U.S. (Multi-Family) Holding LP which is indirectly held by the Purchaser and the President of the Fund will be transferred to the Fund, thereby extinguishing the Purchaser's and President of the Fund's entitlement to carried interest in the Fund.
17. As a result of the foregoing, Unitholders will, through SURF LP, continue to own indirect interests in the remaining multi-family properties currently indirectly held by the Fund.
18. In connection with the Proposed Transaction, the management agreement of the Fund will be amended and restated to replace the Fund with SURF LP, with consequential amendments.
19. The negotiation of the Proposed Transaction between the Fund and the Purchaser has been overseen by an independent committee of the board of trustees of the Fund (the "Independent Committee"). The Proposed Transaction has been informed by the Fairness Opinion (as defined below).
20. Mr. Drimmer, as the sole shareholder of Starlight Group Property Holdings Inc., together with Evan Kirsh, the President of the Fund, each have an indirect interest in the "carried interest" that provides for a portion (25% in respect of the Class A Units, Class C Units, Class D Units, Class E Units, Class F Units, Class G Units and Class U Units and 20% in respect of the Class I Units) of an amount related to the Fund's distributable cash to be paid to the holders of interests in the "carried interest" and the remaining percentage (75% or 80%, as applicable) is distributed to the Fund's unitholders, provided that the carried interest is paid only if the Fund has sufficient distributable cash to provide unitholders with a return on their invested capital in excess of a minimum reference internal rate of return (7.0% per annum). In connection with the Proposed Transaction, the "carried interest" will be extinguished as noted above.
21. The Proposed Transaction is a "business combination" as such term is defined in MI 61-101 and is therefore subject to the applicable requirements of MI 61-101. The Proposed Transaction is a "business combination" because (i) following the Proposed Transaction, the interest of a unitholder may be terminated without consent of such unitholder, and (ii) "related parties" (as defined in MI 61-101) of the Fund are party to one or more "connected transactions" (as defined in MI 61-101) as a result of the sale of Buda Mezz LLC, the cancellation of the carried interest, the spin-out of Starlight U.S. Residential (Single-Family) Investment LP, and the ongoing arrangements with the holder of Class I Units described below.
22. The requirements of MI 61-101 include, among other things, obtaining approval for the Proposed Transaction by a majority of votes cast by the holders of each class of Units, excluding the votes attached to Units beneficially owned, or over which control or direction is exercised, by any party specified in subsection 8.1(2) of MI 61-101 (the "Disinterested Unitholders") at the unitholder meeting to be held by the Fund (the "Meeting"). The Disinterested Unitholders in respect of the Proposed Transaction include all of the Unitholders with the exception of Mr. Drimmer, Mr. Kirsh, Mr. Liddell, the directors and officers of the Purchaser and the holder of Class I Units of the Fund.
23. The Fund is exempt from the formal valuation requirement in MI 61-101 in respect of the Proposed Transaction on the basis of paragraph 4.4(1)(a) of MI 61-101 as no securities of the Fund are listed on a specified market.
24. As at September 12, 2025, Mr. Drimmer, Trustee and Chief Executive Officer of the General Partner and principal of the Manager, beneficially owned, or exercised control or direction over: 10,000 Class A Units and 750,000 Special Voting Units, representing a voting interest in the Fund of approximately 2.5% (including the Special Voting Units).
25. As at September 12, 2025, Mr. Kirsh, President of the Fund, beneficially owned, or exercised control or direction over: 180,000 Class C Units, representing a voting interest in the Fund of approximately 0.59% (including the Special Voting Units).
26. As at September 12, 2025, Mr. Liddell, Chief Financial Officer of the Fund, beneficially owned, or exercised control or direction over: 97,500 Class C Units, representing a voting interest in the Fund of approximately 0.32% (including the Special Voting Units).
27. As at September 12, 2025, other directors and officers of the Purchaser, as a group, beneficially owned, or exercised control or direction over: 255,500 Class C Units, representing a voting interest in the Fund of approximately 0.84% (including the Special Voting Units).
28. As at September 12, 2025, there was a single holder of Class I Units holding 3,500,000 Class I Units, representing a voting interest in the Fund of approximately 11.5% (including the Special Voting Units).
29. As at September 12, 2025, the Disinterested Unitholders held:
(a) 3,646,951 Class A Units (or approximately 99.7% of the Class A Units);
(b) 2,142,750 Class C Units (or approximately 80.0% of the Class C Units);
(c) 11,861,197 Class D Units (or 100% of the Class D Units);
(d) 673,700 Class E Units (or 100% of the Class E Units);
(e) 5,428,594 Class F Units (or 100% of the Class F Units);
(f) 1,433,285 Class G Units (or 100% of the Class G Units);
(g) nil Class I Units (or 0% of the Class I Units); and
(h) 385,507 Class U Units (or 100% of the Class U Units).
30. The Proposed Transaction is subject to the following procedural mechanisms to ensure the collective interests of the Unitholders are protected:
(a) Negotiation of the Proposed Transaction has been overseen by the Independent Committee, which is comprised solely of trustees of the Fund who are independent of the Fund, the Manager and the Purchaser, being Mr. Rosenbaum and Ms. Smith.
(b) The Independent Committee retained Evans & Evans, Inc. ("E&E") as independent financial advisor to the Independent Committee. E&E has provided the Independent Committee and the board of trustees of the Fund with a fairness opinion (the "Fairness Opinion") concluding that the Proposed Transaction is fair from a financial point of view to the Disinterested Unitholders, which will be included in the management information circular (the "Information Circular") concerning the Proposed Transaction. Such opinion and associated disclosure comply with the provisions of CSA Multilateral Staff Notice 61-302 -- Staff Review and Commentary on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
(c) The Independent Committee retained Wildeboer Dellelce LLP as counsel for the Independent Committee.
(d) The Fund has exercised the requisite standard of care in accordance with the terms of the DOT with respect to the Proposed Transaction, with Mr. Drimmer having recused himself from any resolutions passed by the trustees of the Fund.
(e) The Fund will hold a special meeting of all Unitholders in order for the Unitholders to consider and, if deemed advisable, approve the Proposed Transaction by a majority of votes cast by the Disinterested Unitholders, voting together as a single class of the Fund.
(f) The preparation and delivery by the Fund to its Unitholders of the Information Circular, prepared in accordance with the applicable securities law requirements and including the enhanced disclosure requirements mandated by MI 61-101, in order to provide sufficient information to allow the Unitholders to make an informed decision in respect of the Proposed Transaction.
(g) At the Meeting, the Fund intends to submit a separate resolution to the holders of the U.S. Dollar Denominated Units (the "USD Unitholders"), voting together as a single class (the "USD Unitholders Vote"), pursuant to which such USD Unitholders will be asked to approve whether, as part of the Proposed Transaction, they wish to receive either: (i) Canadian-dollar denominated limited partnership units of SURF LP ("SURF LP Units (CAD)"), or (ii) a separate class of limited partnership units of SURF LP having identical terms and rights as the SURF LP Units (CAD) in all material respects, except that such class will be denominated in U.S. dollars (the "SURF LP Units (USD)"). Pursuant to the Proposed Transaction, USD Unitholders, as a class, will receive either SURF LP Units (CAD) or SURF LP Units (USD), as applicable, based on the outcome of the USD Unitholders Vote. The U.S. Dollar Denominated Units are currently entirely held by Disinterested Unitholders, so the USD Unitholder Vote would be a vote of the Disinterested Unitholders. The USD Unitholders Vote is intended to ensure fair treatment of the USD Unitholders by providing USD Unitholders with the opportunity to indicate their preferred form of units of SURF LP to be received pursuant to the Proposed Transaction.
31. The DOT provides that Unitholders vote as a single class in respect of any matter to be voted upon unless the nature of the business to be transacted at the meeting affects holders of one class of units in a manner materially different from its effect on holders of another class of Units, in which case the Units of the affected class will vote separately as a class.
32. The DOT also provides that, in the event that the Fund enters into a transaction that, pursuant to MI 61-101, requires approval from each class of Units, in each case voting separately as a class, the Fund intends to apply to applicable securities regulatory authorities for discretionary relief from such obligation given that (i) the DOT provides that Unitholders will vote as a single class unless the nature of the business to be transacted at the meeting of Unitholders affects holders of one class of Units in a manner materially different from its effect on holders of another class of Units, (ii) the relative returns of any proposed transaction to each class of Units are fixed pursuant to the formula set out in the DOT, and (iii) providing a class vote could grant disproportionate power to a potentially small number of Unitholders.
33. Each unlisted Canadian Dollar Denominated Unit may be converted into Class A Units, being the sole listed class of Canadian Dollar Denominated Units, at the option of the holders thereof. The Class A Units can be converted at any time into Class D Units, an unlisted class of Units. Each unlisted U.S. Dollar Denominated Unit may be converted into Class U Units, being the sole listed class of U.S. Dollar Denominated Units, at the option of the holders thereof. The Class U Units can be converted at any time into Class G Units, an unlisted class of Units.
34. The division of the Fund's units into various classes was related to the use of different currencies, to accommodate a number of investment account differences, the establishment of differing economic entitlements to participate in distributions made by the Fund and to receive proceeds upon termination or dissolution of the Fund, in each case, strictly pursuant to formulas determined at the time of the initial issuance of the Units and provided for in the DOT.
35. Each Unit entitles the holder to the same rights and obligations and no unitholder of the Fund is entitled to any privilege, priority or preference in relation to any other holder of Units, subject to (i) the proportionate entitlement of each holder to participate in distributions made by the Fund and to receive proceeds upon termination of the Fund is based on (a) in respect of a holder of any Unit other than a Class I Unit, such holder's share of the "Proportionate Class Interest", and (b) in respect of a holder of a Class I Unit, such holder's share of the Proportionate Class Interest plus the amount by which the aggregate asset management fee payable to the Manager is reduced in respect of a Class I Unit, and (ii) a proportionate allocation of income or loss of the Fund in accordance with the terms of the DOT. The Proportionate Class Interest is essentially the proportion of (i) the aggregate subscription amount deemed to have been received by the Fund for the issuance of such class of Units at the time of the initial public offering, and (ii) the aggregate net proceeds of the initial public offering (being the gross proceeds less the agents' fee) for all classes of Units. A specific class's proportionate interest would be greater than another class's if Units of that first class had a lower applicable agents' fee in the initial public offering.
36. The relative returns as between classes within the Fund are fixed pursuant to a formula for the Fund that was determined at the time of the Fund's initial public offering when investors selected their preferred class and purchased their Units. The economic impact of the Proposed Transaction will be determined pursuant to the formulas established in the DOT, and, other than the potential for USD Unitholders to receive SURF LP Units (CAD) as a result of the outcome of the USD Unitholders Vote, the Proposed Transaction will not alter such entitlements or otherwise provide for the payment of cash or assets to unitholders in a manner that differs from the pre-established entitlements in the DOT, as each holder of a class of Units will receive units of SURF LP representative of its proportionate interest. In accordance with the foregoing, the holder of Class I Units will receive, as part of its entitlements under the DOT, additional SURF LP Units (CAD) in satisfaction of the accrued but unpaid amount by which the aggregate accrued asset management fee payable to the Manager has been reduced in respect of a Class I Unit through to closing of the Proposed Transaction. The Fund will enter into a side letter with the holder of Class I Units to preserve this ongoing entitlement to the reduction in management fees going forward.
37. Separate class votes by the Unitholders of the Fund would have the effect of granting disproportionate importance to a small group of Disinterested Unitholders of each of the Class A Units (8.1% of issued and outstanding Units), Class C Units (8.0% of issued and outstanding Units), Class E Units (2.3% of issued and outstanding Units), Class G Units (4.9% of issued and outstanding Units), and Class U Units (1.9% of issued and outstanding Units). Despite their relatively small holdings, voting Unitholders in each of these groups would be afforded a de facto veto right in respect of the Proposed Transaction that could be exercised against all other Unitholders of the Fund. Because quorum for the meeting of a class of Unitholders is only 10% for each class, it is possible that a holder of less than 1% of the Units could effectively veto the Proposed Transaction. Such an outcome would not be in accordance with the reasonable expectations of Unitholders.
38. To the best of the knowledge of the Manager and the Fund, there is no reason to believe that the Unitholders of any particular class would not approve the Proposed Transaction.
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) a special meeting of the Unitholders is held in order for the Disinterested Unitholders to consider and, if deemed advisable, approve the Proposed Transaction, such approval to be obtained with the Disinterested Unitholders voting together as a single class;
(b) the Information Circular is prepared and delivered by the Fund to its Unitholders in accordance with applicable securities law requirements;
(c) the Fairness Opinion prepared by E&E concluding that the Proposed Transaction is fair, from a financial point of view to the Disinterested Unitholders is included in its entirety in the Information Circular; and
(d) the Fund issues and files a press release announcing receipt of the Exemption Sought prior to the Meeting and describes the implications of same.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from provisions in section 8.4 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) permitting the issuer to include alternative financial disclosure in a business acquisition report (BAR) pursuant to section 13.1 of NI 51-102 -- the issuer acquired properties for which it cannot obtain certain historical financial information -- the financial statements that will be included in the BAR will be adequate to allow investors to understand the impact of the acquisitions on the issuer's financial condition and financial performance.
National Instrument 51-102 Continuous Disclosure Obligations, ss. 8.4 and 13.1.
November 6, 2025
The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the Decision Maker (the Legislation) for a decision pursuant to Section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) that the Filer be exempt from the requirement under Section 8.4 of NI 51-102 and Item 3 of Form 51-102F4 Business Acquisition Report to include financial statement disclosure for significant acquisitions, provided that the Filer include or incorporate by reference the Alternative Acquisition Financial Disclosures (as defined herein) of the Filer relating to the Acquisition Transaction (as defined herein) in the business acquisition report (BAR) (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, Prince Edward Island, New Brunswick, Nova Scotia and Newfoundland and Labrador (collectively, together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The head and registered office of the Filer is located at Brookfield Place East Podium, 2nd Floor, 181 Bay Street, Toronto, Ontario, M5J 2T3.
2. The Filer is a "closed-end" unincorporated investment trust established under the laws of the Province of Ontario pursuant to a declaration of trust dated as of June 14, 2025, as amended and restated as of August 12, 2025, as may be further amended and/or amended and restated from time to time thereafter.
3. The Filer is a reporting issuer or the equivalent thereof in each Jurisdiction and is not in default of any requirement of Canadian securities legislation.
4. The Filer is asset managed by FMS Manager LP (the Manager), a joint venture between Forum Asset Management Inc. and Make Space Inc., operating as Forum Make Space (FMS). The Manager has been engaged by the Filer to, among other things, provide the Filer with the strategic, advisory, asset management, administrative, property management, leasing, construction management and administrative services necessary to manage the day-to-day operations of the Filer.
5. The Filer was established for the primary purpose of indirectly acquiring, owning and operating a portfolio composed of income-producing self-storage properties. The initial portfolio of the Filer is comprised of three existing self-storage properties located in Ontario, Canada (collectively, the Acquisition Properties).
6. The Acquisition Properties consist of a (a) 100% interest in a self-storage property located in Belleville, Ontario consisting of approximately 620 storage units and approximately 300 vehicle storage units (the Bellevue Property); (b) 100% interest in a self-storage property located in Trenton, Ontario and Frankford, Ontario consisting of approximately 480 storage units (the Pines Property); and (c) 100% interest in a self-storage property located in Trenton, Ontario consisting of approximately 450 storage units and approximately 50 vehicle storage units (the Trenton Property).
7. No exemption is required with respect to the financial information to be included in the BAR with respect to the Bellevue Property and the Trenton Property. The Exemption Sought is only required with respect to the Pines Property.
8. The interests in the Filer are divided into one class with three series of trust units (Units): class A trust units (Class A Units), class C trust units (Class C Units) and class F trust units (Class F Units).
9. The Filer is authorized to issue an unlimited number of Units of each series and, as at the date hereof, there are 5,148,450 Units outstanding. However, as a "closed-end" issuer, subsequent to its IPO (as defined herein), the Filer is generally prohibited from issuing any new Units to the public.
10. On August 13, 2025, the principal regulator issued a receipt in respect of the final prospectus of the Filer (the Prospectus) relating to the initial public offering (the IPO) of up to $60,000,000 Class A Units and/or Class F Units.
11. On August 27, 2025, the Filer completed (i) the IPO of trust units, pursuant to which, the Filer issued an aggregate of approximately $51.5 million of trust units, comprised of 2,064,950 Class A Units and 2,822,000 Class F Units of the Filer; and (ii) a non-brokered private placement of 261,500 Class C Units of the Filer.
12. None of the securities of the Filer are listed on a stock exchange.
13. On August 29, 2025, the Filer completed its indirect acquisition of the Acquisition Properties for an aggregate purchase price of approximately $42,000,000, satisfied, in part, by cash from the net proceeds of the IPO (the Acquisition Transaction).
14. The fiscal year end for each of the Acquisition Properties is December 31.
15. The Acquisition Transaction is a "significant acquisition" for purposes of NI 51-102 and the Filer must file a BAR in respect of the Acquisition Transaction.
16. Unless otherwise exempted pursuant to Section 13.1 of NI 51-102, the BAR must include or incorporate by reference the financial statements set out in Section 8.4 of NI 51-102 relating to each of the Acquisition Properties (the BAR Financials), respectively, which are as follows:
(a) audited carve-out statements of income and comprehensive income, net assets attributable to the owner and cash flows for the twelve month period ended December 31, 2024, including comparatives for the twelve month period ended December 31, 2023 (which may be unaudited); and (B) audited carve-out statements of financial position as at December 31, 2024 including comparative statements of financial position as at December 31, 2023 (which may be unaudited); and
(b) unaudited carve-out statements of income and comprehensive income, net assets attributable to the owner and cash flows for the three month period ended March 31, 2025, including comparatives for the three month period ended March 31, 2024; and (B) unaudited carve-out statements of financial position as at March 31, 2025 including comparative statements of financial position as at December 31, 2024.
17. Prior to its indirect acquisition by the Filer, the Pines Property was indirectly owned by a fund managed by FMS (the Existing Fund). The Existing Fund acquired the Pines Property on April 5, 2024 from an arm's length third party (the Previous Pines Property Owner).
18. The Filer and the Existing Fund have, without success, made every reasonable effort to obtain access to, or copies of, historical accounting records in respect of the Pines Property for the period from January 1, 2023 to April 4, 2024 to form part of the BAR Financials. In particular, the Previous Pines Property Owner has not responded to multiple requests for assistance, at this time, related to making available such historical accounting records to the Existing Fund and the Filer. Accordingly, the Filer is unable to obtain the aforementioned financial records in respect of the Pines Property.
19. The following financial information in respect of the Acquisition Properties (collectively, the Alternative Acquisition Financial Disclosures) were included in the Prospectus:
(a) financial statements for the Acquisition Properties (collectively, the Acquisition Properties Financials) as follows (each prepared in accordance with IFRS):
(i) audited combined carve-out statements of financial position as at December 31, 2024 and 2023 and January 1, 2023 (which includes the financial position in respect of the Bellevue Property as at December 31, 2024 and 2023 and the financial position in respect of the Trenton Property and the Pines Property as at December 31, 2024),
(ii) audited combined carve-out statements of income and comprehensive income, net assets attributable to the owner and cash flows for the years ended December 31, 2024 and 2023 (which includes the financial results of the Bellevue Property for 2024 and 2023, respectively, and the results of the Trenton Property and the Pines Property for the portion of 2024 from the respective dates of acquisition of the Trenton Property and the Pines Property to December 31, 2024),
(iii) unaudited condensed interim combined carve-out statements of financial position as at March 31, 2025 and December 31, 2024, and
(iv) unaudited condensed interim combined carve-out statements of income and comprehensive income, net assets attributable to the owner and cash flows for the three-month period ended March 31, 2025, together with comparative financial information for the three-month period ended March 31, 2024 (which includes the comparative financial results in respect of the Bellevue Property for the three-month period ended March 31, 2024, the Trenton Property for the 10 day period from acquisition on March 21, 2024 to March 31, 2024, and no comparative results for the Pines Property);
(b) in respect of the Trenton Property: (i) audited combined carve-out statements of financial position as at March 21, 2024, December 31, 2023, and January 1, 2023; and (ii) audited combined carve-out statements of income and comprehensive income, net assets attributable to owners and cash flows in respect of the Trenton Property for the 81 day period ended March 21, 2024 and the year ended December 31, 2023 (the Trenton Carve-Out Statements); and
(c) summary information of independent appraisals of the fair market value of each of the Acquisition Properties, dated May 13, 2025 in respect of both the Trenton Property and the Pines Property, and dated November 22, 2024 in respect of the Belleville Property, such appraisals having been filed on SEDAR+.
20. The Filer submits that the excluded financial information that is missing from the BAR is not material and will be adequately covered by the Alternative Acquisition Financial Disclosures, on the basis of the de minimis proportion of key financial statement metrics (including asset value, revenue for 2024 and projected for 2025 and net operating income for 2024 and projected for 2025) that is represented by the periods not covered by the audited financials statements.
21. The financial information the Filer intends to provide in the BAR in respect of the Pines Property is substantially the same as that provided in the Prospectus, for which the Filer obtained similar relief from Item 32.2(1) of Form 41-101F1 Information Required in a Prospectus.
22. Consequently, in lieu of the BAR Financials, the Filer intends to include in the BAR the Alternative Acquisition Financial Disclosures described above.
The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted with respect to the BAR provided that the Filer includes the Alternative Acquisition Financial Disclosures in the BAR in respect of the Acquisition Transaction.
OSC File #: 2025/0611
Northwest & Ethical Investments L.P.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Existing and future mutual funds managed by an investment fund manager granted relief from paragraphs 15.3(4)(c) and (f) of NI 81-102 to permit references to LSEG Lipper Awards and LSEG Lipper Leader Ratings in sales communications -- Relief subject to conditions requiring specified disclosure in the sales communication and the requirement that the LSEG Lipper Awards being referenced have not been awarded more than 365 days before the date of the sales communication.
National Instrument 81-102 Investment Funds, ss. 15.3(4)(c), 15.3(4)(f) and 19.1.
November 3, 2025
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of conventional and alternative mutual funds it currently manages that are subject to National Instrument 81-102 Investment Funds (NI 81-102) (the Existing Funds) and any conventional and/or alternative mutual funds that are subject to NI 81-102 that the Filer or an affiliate of the Filer may manage in the future (the Future Funds, and together with the Existing Funds, each a Fund and collectively, the Funds) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that grants relief from the requirements set out in paragraphs 15.3(4)(c) and 15.3(4)(f) of NI 81-102, which provide that a sales communication must not refer to a performance rating or ranking of a mutual fund or asset allocation service unless:
(a) the rating or ranking is provided for each period for which standard performance data is required to be given, except the period since the inception of the mutual fund; and
(b) the rating or ranking is to the same calendar month end that is:
(i) not more than 45 days before the date of the appearance or use of the advertisement in which it is included, and
(ii) not more than three months before the date of first publication of any other sales communication in which it is included,
in order to permit the LSEG Lipper Awards and LSEG Lipper Leader Ratings (each as defined below) to be referenced in sales communications relating to the Funds (together, 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 by the Funds in each of the other provinces and territories of Canada (together with the Jurisdiction, the Jurisdictions).
Unless otherwise defined, terms in this decision have the respective meanings given to them in NI 81-102, National Instrument 14-101 Definitions, and MI 11-102.
The decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a limited partnership formed under the laws of Ontario which acts through its general partner, Northwest & Ethical Investments Inc., a corporation formed under the laws of Canada, with its head office in Toronto, Ontario.
2. The Filer is registered as (i) a portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan; (ii) an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan; and (iii) an investment fund manager in British Columbia, Newfoundland and Labrador, Ontario and Québec.
3. The Filer, or an affiliate of the Filer, is, or will be, the manager, portfolio manager and/or trustee of each of the Funds.
4. Neither the Filer nor the Existing Funds are in default of securities legislation in any of the Jurisdictions.
The Funds
5. Each 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 and is, or will be, a reporting issuer in one or more of the Jurisdictions.
6. The Funds are, or will be, governed by the provisions of NI 81-102, subject to any exemption therefrom that has been, or may be, granted by the applicable securities regulatory authorities.
7. The securities of the Funds are, or will be, qualified for distribution in one or more of the Jurisdictions pursuant to a simplified prospectus and fund facts documents prepared and filed in accordance with the securities legislation of such Jurisdictions.
LSEG Lipper Leader Ratings and LSEG Lipper Awards
8. LSEG Lipper, Inc. (Lipper) is not a member of the Funds' organization. Lipper is a "mutual fund rating entity" as defined in NI 81-102. Lipper is part of the London Stock Exchange Group, plc group of companies (LSEG) and is a global leader in mutual fund performance research, providing premium data, fund ratings, analytical tools and global commentary through specialized product offerings. Lipper's fund data and analysis, fund awards designations and ratings information provide valuable insight to advisors, media and individual investors.
9. The Filer wishes to include in sales communications of the Funds references to LSEG Lipper Leader Ratings and LSEG Lipper Awards (as each defined below), where such Funds have received an LSEG Lipper Leader Rating and/or an LSEG Lipper Award from Lipper.
10. One of Lipper's programs is the LSEG Lipper Fund Awards (the LSEG Lipper Awards). This program recognizes investment funds that have excelled in delivering consistently strong risk-adjusted performance relative to peers and acknowledges fund families with high average scores for all investment funds within a particular asset class or overall. Currently, the LSEG Lipper Awards take place in approximately 24 countries.
11. In Canada, the LSEG Lipper Awards include the LSEG Lipper Fund Awards and LSEG Lipper ETF Awards. For the LSEG Lipper Fund Awards and the LSEG Lipper ETF Awards, Lipper designates award-winning funds in several individual fund classifications for three, five and ten-year periods.
12. The categories for fund classification used by Lipper for the LSEG Lipper Awards in respect of Canadian funds are those maintained by the Canadian Investment Funds Standards Committee (CIFSC) (or a successor to CIFSC), a Canadian organization that is independent of Lipper. Only those CIFSC groups of ten or more unique funds will claim an LSEG Lipper Fund Award, and only those CIFSC groups of five or more unique ETFs (each of whom have a minimum of three or five years of performance history, as applicable) will claim an LSEG Lipper ETF Award.
13. The LSEG Lipper Awards are based on a proprietary rating methodology prepared by Lipper, known as the LSEG Lipper Leader Rating System. The LSEG Lipper Leader Rating System is a toolkit that uses investor-centred criteria to deliver a simple, clear description of a fund's success in meeting certain goals, such as preserving capital, lowering expenses or building wealth. These ratings provide an instant measure of a fund's success against a specific set of key metrics and can be useful to investors in identifying funds that meet particular characteristics.
14. In Canada, the LSEG Lipper Leader Rating System includes LSEG Lipper Ratings for Consistent Return (reflecting funds' historical risk-adjusted returns relative to funds in the same classification), LSEG Lipper Ratings for Total Return (reflecting funds' historical total return performance relative to funds in the same classification), LSEG Lipper Ratings for Preservation (reflecting funds' historical loss avoidance relative to other funds in the same classification) and LSEG Lipper Ratings for Expense (reflecting funds' expense minimization relative to funds with similar load structures) (collectively, the LSEG Lipper Leader Ratings). LSEG Lipper Leader Ratings are performance ratings or rankings for investment funds issued by Lipper. In each case, the categories for fund classification used by Lipper for the LSEG Lipper Leader Ratings are those maintained by CIFSC (or a successor to CIFSC). LSEG Lipper Leader Ratings are measured monthly over 36, 60 and 120-month periods, and an overall rating is also measured, which is an unweighted average of the previous three periods. The highest 20% of funds in each category are named LSEG Lipper Leaders for that particular rating and receive a score of 5, the next 20% receive a score of 4, the middle 20% are scored 3, the next 20% are scored 2 and the lowest 20% are scored 1.
15. The LSEG Lipper Awards, awarded annually in Canada, are based on the LSEG Lipper Ratings for Consistent Return measure, which, as generally described above, is a risk-adjusted mutual fund return performance measure used by Lipper that considers both short and long-term risk-adjusted performance relative to fund classification, together with a measure of a fund's consistency. In respect of the LSEG Lipper Awards for Canada, the LSEG Lipper Ratings for Consistent Return are measured over the 36, 60 and 120-month periods ending at the end of July of each year. As described above, the highest 20% of funds in each classification are named LSEG Lipper Leaders for Consistent Return, and the highest LSEG Lipper Leader for Consistent Return in each applicable fund classification over these periods wins a LSEG Lipper Award.
Reasons for Relief
16. The LSEG Lipper Leader Ratings are performance ratings or rankings under NI 81-102 and LSEG Lipper Awards may be considered performance ratings or rankings under NI 81-102 given that the awards are based on the LSEG Lipper Leader Ratings as described above. Therefore, references to LSEG Lipper Leader Ratings and LSEG Lipper Awards in sales communications relating to the Funds need to meet the applicable requirements in Part 15 of NI 81-102.
17. In Canada and elsewhere, LSEG Lipper Leader Ratings are calculated only for 36, 60 and 120-month periods and are not calculated for a one-year period. This means that a sales communication referencing a LSEG Lipper Leader Rating cannot comply with the "matching" requirement contained in paragraph 15.3(4)(c) of NI 81-102 because a rating is not available for the one-year period.
18. Additionally, a sales communication referencing the overall LSEG Lipper Leader Ratings and the LSEG Lipper Awards, which are based on the LSEG Lipper Leader Ratings, must disclose the corresponding LSEG Lipper Leader Rating for each period for which standard performance data is required to be given. Since a rating for the one-year period is not available for the LSEG Lipper Leader Ratings, sales communications referencing the overall LSEG Lipper Leader Ratings or LSEG Lipper Awards also cannot comply with the "matching" requirement contained in paragraph 15.3(4)(c) of NI 81-102.
19. The exemption in subsection 15.3(4.1) of NI 81-102 for references to overall ratings or rankings of funds cannot be relied upon to reference the overall LSEG Lipper Leader Ratings or LSEG Lipper Awards in sales communications for the Funds because subsection 15.3(4.1) of NI 81-102 is available only if a sales communication otherwise complies with the requirements of subsection 15.3(4) of NI 81-102. As noted, sales communications referencing the overall LSEG Lipper Leader Ratings or LSEG Lipper Awards cannot comply with the "matching" requirement in subsection 15.3(4) of NI 81-102 because the underlying LSEG Lipper Leader Ratings are not available for the one-year period, rendering the exemption in subsection 15.3(4.1) of NI 81-102 unavailable.
20. Paragraph 15.3(4)(f) of NI 81-102 imposes certain restrictions on disclosure in sales communications. The paragraph provides that for a rating or ranking such as a LSEG Lipper Award to be used in an advertisement, the advertisement must be published within 45 days of the calendar month end to which the rating or ranking applies. Further, for the rating or ranking to be used in any other sales communication, the rating or ranking must be published within three months of the calendar month end to which the rating or ranking applies.
21. Because the evaluation of funds for the LSEG Lipper Awards will be based on data aggregated until the end of July in any given year and the results will be published in November of that year, by the time a fund receives an award in November, paragraph 15.3(4)(f) of NI 81-102 will prohibit it from publishing news of the award altogether.
22. The Exemption Sought is required for the LSEG Lipper Leader Ratings and LSEG Lipper Awards to be referenced in sales communications relating to the Funds.
23. The LSEG Lipper Leader Ratings and LSEG Lipper Awards are important tools for investors, as they provide them with context when evaluating investment choices.
24. The LSEG Lipper Leader Ratings and LSEG Lipper Awards provide an objective, transparent and quantitative measure of performance that is based on the expertise of Lipper in fund analysis and alleviates any concern that references to them may be misleading and therefore, contrary to paragraph 15.2(1)(a) of NI 81-102.
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 to permit the LSEG Lipper Awards and LSEG Lipper Leader Ratings to be referenced in sales communications relating to a Fund provided that:
1. The sales communication that refers to the LSEG Lipper Awards or LSEG Lipper Leader Ratings complies with Part 15 of NI 81-102, other than as set out herein, and contains the following disclosure in at least 10-point type:
(a) the name of the category for which the Fund has received the LSEG Lipper Award and/or LSEG Lipper Leader Rating;
(b) the number of mutual funds in the category for the applicable period;
(c) the name of the ranking entity, LSEG Lipper, Inc.;
(d) the length of period and ending date, or the first day of the period and ending date, on which the LSEG Lipper Award and/or LSEG Lipper Leader Rating is based;
(e) where an LSEG Lipper Leader Rating is referenced, a statement that LSEG Lipper Leader Ratings are subject to change every month;
(f) in the case of a LSEG Lipper Award, a brief overview of the LSEG Lipper Award;
(g) in the case of a LSEG Lipper Leader Rating (other than LSEG Lipper Leader Ratings referenced in connection with a LSEG Lipper Award), a brief overview of the LSEG Lipper Leader Rating;
(h) where LSEG Lipper Awards are referenced, the corresponding LSEG Lipper Leader Rating that the LSEG Lipper Award is derived from is presented for each period for which standard performance data is required other than the one-year and since inception periods;
(i) where a LSEG Lipper Leader Rating is referenced, the LSEG Lipper Leader Ratings will be presented for each period for which standard performance data is required other than the one-year and since inception periods;
(j) where a LSEG Lipper Leader Rating is referenced, disclosure of the meaning of the LSEG Lipper Leader Rating from 1 to 5 (e.g. rating of 5 indicates a fund is in the top 20% of its category); and
(k) reference to Lipper's website for greater detail on the LSEG Lipper Awards and LSEG Lipper Leader Ratings, which includes the rating methodology prepared by Lipper.
2. A LSEG Lipper Award referenced is not awarded more than 365 days before the date of the sales communication.
3. A LSEG Lipper Award and LSEG Lipper Leader Rating referenced is calculated based on comparisons of performance of mutual funds within a specified category established by the CIFSC (or a successor to the CIFSC).
Application File #: 2025/0603
SEDAR+ File #: 6346278
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Company Name |
Date of Order |
Date of Revocation |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
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Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
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Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
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Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
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iMining Technologies Inc. |
September 30, 2022 |
__________ |
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Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
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mCloud Technologies Corp. |
April 5, 2023 |
__________ |
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FenixOro Gold Corp. |
July 5, 2023 |
__________ |
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HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
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Perk Labs Inc. |
April 4, 2024 |
__________ |
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Dye & Durham Limited |
September 30, 2025 |
__________ |
CSA Notice and Request for Comment -- Proposed Amendments to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
November 13, 2025
The Canadian Securities Administrators (the CSA or we) are publishing for a 90-day comment period proposed amendments to:
• National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (theProposed Amendments),
proposed changes to:
• Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure (theProposed Changes),
and related proposed consequential amendment to:
• Multilateral Instrument 11-102 Passport System,
(collectively, the Proposed Materials).
The comment period will end on February 11, 2026.
The text of the Proposed Materials is contained in Annexes A through C of this Notice and will also be available on the websites of CSA jurisdictions, including:
www.lautorite.qc.cawww.asc.cawww.bcsc.bc.cahttps://nssc.novascotia.ca/www.nbsc-cvmnb.cawww.osc.gov.on.cawww.fcaa.gov.sk.cawww.mbsecurities.ca
Further to a new IFRS® Accounting Standard, IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), that requires disclosure of management-defined performance measures (MPMs) in a note to the financial statements, the Proposed Amendments primarily seek to ensure that such measures, that have historically been subject to the requirements of National Instrument 52-112 (NI 52-112) remain subject to its requirements.
In addition, the Proposed Amendments:
• Require that additional subtotals are disclosed outside of the financial statements with appropriate context.
• Allow incorporation by reference of certain information to the notes to the financial statements, under certain circumstances, to avoid duplicative disclosure.
• Codify and consolidate existing exemptions currently found in blanket orders as well as Ontario Rule 52-503 that provide relief to certain issuers from certain requirements of NI 52-112 (other than British Columbia's existing blanket order, BC Instrument 52-513, which will continue to apply).
The Proposed Amendments address, in a narrow-scope manner, the consequences arising from IFRS 18 on NI 52-112 and aim to minimize disruption to existing disclosure practices. Under the Proposed Amendments, issuers would not be required to materially change their reporting practices for non-GAAP financial measures disclosed outside the financial statements.
The Proposed Changes provide guidance on how we will interpret and apply the Proposed Amendments.
On May 27, 2021, the CSA published NI 52-112 and Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure (CP 52-112). Together, NI 52-112 and CP 52-112 address stakeholder demands, including reducing uncertainty regarding issuers' disclosure obligations and investors' need for consistent, transparent, and high-quality disclosure for certain financial measures presented outside of financial statements, such as non-GAAP financial measures.
On April 9, 2024, the International Accounting Standard Board (IASB) issued IFRS 18, which is effective for annual reporting periods beginning on or after January 1, 2027. Among other things, IFRS 18 requires entities to disclose information about certain financial measures in a note to the financial statements, when specific criteria in IFRS 18 are met (e.g., if an entity uses such measures in public communications outside financial statements -- such as MD&A, earnings release, investor presentations).
Currently, such financial measures are disclosed outside the financial statements as non-GAAP financial measures. In developing the requirements for MPMs, the IASB and its staff acknowledged that in many jurisdictions, public entities have existing systems and processes in place to monitor and control their public communications to comply with laws and regulations -- that regulate from the onset the type of information permitted to be provided to the market, such as those relating to non-GAAP financial measures -- and that existing regulatory requirements for non-GAAP financial measures, if any, would continue to apply in regulated documents, even if those financial measures are identified as MPMs in a note to the financial statements.
Accordingly, in a Canadian reporting issuer context, for a financial measure to be an MPM it must first be disclosed outside financial statements and therefore comply with securities legislation, most notably NI 52-112 before it is disclosed as an MPM in a note to the financial statements.
Since NI 52-112 currently defines a non-GAAP financial measure as, among other things, a financial measure that is not disclosed in the financial statements of the entity, without the Proposed Amendments, many measures that have historically been considered non-GAAP financial measures (e.g., adjusted net income, adjusted EBITDA) would no longer meet the definition of a non-GAAP financial measure in NI 52-112 if those measures are disclosed in the financial statements as MPMs under IFRS 18. Therefore, without the Proposed Amendments, those measures would not be subject to the disclosure requirements in NI 52-112 when disclosed outside of the financial statements.
The disclosure requirements for MPMs in IFRS 18 are not inconsistent with the disclosure requirements for non-GAAP financial measures in NI 52-112. To reduce duplicative disclosures, the Proposed Amendments allow incorporation of information by reference to the notes to the financial statements if such notes contain the information required by NI 52-112.
In addition, to promote connectivity with IFRS 18, which requires an additional subtotal presented on the face of a primary financial statement, such as the statement of profit or loss, to be displayed no more prominently than the totals and subtotals required by IFRS Accounting Standards (e.g., operating profit), we are proposing a similar requirement when such an additional subtotal is disclosedoutside the financial statements. This disclosure would, among other things, help ensure investors are provided with appropriate context when such a financial measure is disclosed outside the financial statements.
For clarity, the Proposed Amendments are focused on disclosures outside the financial statements. Nothing in the Proposed Amendments changes or overrides the requirements of IFRS Accounting Standards.
We are aware that the IASB is exploring whether to require the disclosure in the notes to the financial statements of other historically considered non-GAAP financial measures, beyond MPMs (as currently defined), such as certain cash-flow non-GAAP financial measures (e.g., free cash flow).
Since there is no certainty on the direction of the IASB work, the Proposed Amendments have not taken these potential future developments into consideration, resulting in a narrow proposed amendment to the definition of "non-GAAP financial measure" based on the known changes to IFRS Accounting Standards.
We will continue to monitor developments in this area and will assess whether future amendments to NI 52-112 are required.
We are proposing the following amendments to existing requirements in NI 52-112:
• Amending the definition of "non-GAAP financial measure" to include MPMs.
• Adding new definitions for "additional subtotal" and "management-defined performance measure".
• Allowing the incorporation of certain information by reference to the notes to the financial statements to avoid duplicative disclosure.
• Adding prominence disclosure requirements for an additional subtotal disclosed outside the financial statements.
Exemption for certain issuers
• Adding an exemption for issuers that are currently exempt from NI 52-112 under existing blanket orders and Rule 52-503 in Ontario (other than British Columbia's existing blanket order, BC Instrument 52-513){1}, under the same conditions.
We propose to amend Multilateral Instrument 11-102 Passport System to include NI 52-112 in Appendix D of that Instrument. This amendment will allow any applications pertaining to NI 52-112 to be made under the passport system.
Where applicable, an additional annex is being published in any local jurisdiction that is making related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only.
We welcome your comments on the Proposed Materials. We particularly appreciate comments that are specific and accompanied by concrete examples.
Please submit your comments in writing on or before February 11, 2026.
Address your submission to all of the CSA as follows:
British Columbia Securities CommissionAlberta Securities CommissionFinancial and Consumer Affairs Authority of SaskatchewanManitoba Securities CommissionOntario Securities CommissionAutorité des marchés financiersFinancial and Consumer Services Commission, New BrunswickSuperintendent of Securities, Department of Justice and Public Safety, Prince Edward IslandNova Scotia Securities CommissionOffice of the Superintendent of Securities, Service NLNorthwest Territories Office of the Superintendent of SecuritiesOffice of the Yukon Superintendent of SecuritiesNunavut Securities Office
Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA.
The SecretaryOntario Securities Commission20 Queen Street West19th Floor, Box 55Toronto, Ontario M5H 3S8Fax: 416-593-2318comment@osc.gov.on.caMe Philippe LebelCorporate Secretary and Executive Director, Legal AffairsAutorité des marchés financiersPlace de la Cité, tour PwC2640, boulevard Laurier, bureau 400Québec (Québec) G1V 5C1Fax: 514-864-8381consultation-en-cours@lautorite.qc.ca
We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. All comments received will be posted on the websites of each of the Alberta Securities Commission at www.asc.ca, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.gov.on.ca. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.
• Annex A: Proposed Amendments to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure
• Annex B: Proposed Changes to Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure
• Annex C: Proposed consequential amendment to Multilateral Instrument 11-102 Passport System
• Annex D: Local Matters
Please refer your questions to any of the following:
Autorité des marchés financiers |
British Columbia Securities Commission |
|
|
Sophie Yelle |
Ryne Smetheram |
Leader -- Securities Chief Accounting Office |
Associate Chief Accountant |
514-395-0337 # 4455 |
604-899-6978 |
sophie.yelle@lautorite.qc.ca |
rsmetheram@bcsc.bc.ca |
|
|
Lucie Massé |
Amanda T. Wong |
Senior Analyst, Accounting and Assurance Standards -- Securities Chief Accounting Office |
Senior Securities Analyst |
418-525-0337 # 4404 |
604-899-6927 |
lucie.masse@lautorite.qc.ca |
atwong@bcsc.bc.ca |
|
|
Martin Latulippe |
|
Senior Policy Advisor |
|
514-395-0337 # 4331 |
|
martin.latulippe@lautorite.qc.ca |
|
|
|
Alberta Securities Commission |
Financial and Consumer Affairs Authority of Saskatchewan |
|
|
Brian Banderk |
Heather Kuchuran |
Chief Accountant |
Director, Corporate Finance |
403-297-2082 |
306-787-1009 |
brian.banderk@asc.ca |
heather.kuchuran@gov.sk.ca |
|
|
Gillian Findlay |
|
Senior Legal Counsel |
|
403-297-3302 |
|
gillian.findlay@asc.ca |
|
|
|
Manitoba Securities Commission |
Ontario Securities Commission |
|
|
Patrick Weeks |
Alex Fisher |
Deputy Director, Corporate Finance |
Senior Advisor |
204-945-3326 |
416-593-3682 |
patrick.weeks@gov.mb.ca |
afisher@osc.gov.on.ca |
|
|
Jonathan Blackwell |
|
Senior Accountant |
|
437-993-2533 |
|
jblackwell@osc.gov.on.ca |
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|
|
Financial and Consumer Services Commission of New Brunswick |
Nova Scotia Securities Commission |
|
|
Ray Burke |
Jack Jiang |
Manager, Corporate Finance |
Securities Analyst |
506-643-7435 |
902-424-7059 |
ray.burke@fcnb.ca |
Jack.Jiang@novascotia.ca |
|
|
Valerie Tracy |
|
Securities Analyst |
|
902-424-5718 |
|
Valerie.Tracy@novascotia.ca |
|
{1} As a result, all blanket orders pertaining to NI 52-112 (other than British Columbia's existing blanket order, BC Instrument 52-513), as well as Rule 52-503 in Ontario, will be rescinded upon adoption of the Proposed Amendments. BC Instrument 52-513 will continue to apply, ensuring uniformity in the application of the existing exemption for issuers across Canada.
1. National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure is amended by this Instrument.
2. Section 1 is amended
(a) by renumbering it subsection 1(1),
(b) by adding the following definitions:
"accounting principles" has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;
"additional subtotal" means a subtotal that
(a) is disclosed in the primary financial statements of an entity,
(b) is not a financial measure that is defined or listed in the accounting principles applied to the preparation of the entity's financial statements, or the composition of which is set out in those accounting principles, and
(c) is not a specified financial measure;
"management-defined performance measure" has the meaning ascribed to it in the accounting principles applied to the preparation of an entity's financial statements;,
(c) by replacing the definition of "non-GAAP financial measure" with the following:
"non-GAAP financial measure" means a financial measure disclosed by an issuer, other than a total of segments measure or a capital management measure, that is either of the following:
(a) a management-defined performance measure;
(b) a financial measure that
(i) depicts the historical or expected future financial performance, financial position or cash flow of an entity,
(ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity,
(iii) is not disclosed in the financial statements of the entity, and
(iv) is not a ratio, fraction, percentage or similar representation;, and
(d) by adding the following subsection:
(2) Terms used in this Instrument but not defined in this Instrument, National Instrument 14-101 Definitions or other securities legislation, and defined or used in the accounting principles applied to the preparation of the entity's financial statements, have the meaning ascribed to those terms in such accounting principles..
3. Section 2 is amended by replacing "disclosure of a specified financial measure" with "disclosure of a specified financial measure or an additional subtotal".
4. Section 3 is amended by replacing "disclosure of a specified financial measure" with "disclosure of a specified financial measure or an additional subtotal".
5. Subsection 4(1) is amended
(a) in subparagraph (d)(i) by replacing "the specified financial measure" with "a specified financial measure or an additional subtotal",
(b) in paragraph (e) by replacing "disclosure of a specified financial measure" with "disclosure of a specified financial measure or an additional subtotal",
(c) in subparagraph (e)(i) by replacing "composition of the measure and the measure" with "composition of the measure or subtotal and the measure or subtotal",
(d) in subparagraph (e)(ii) by replacing "in proximity to the measure," with "in proximity to the first instance of the measure or subtotal," and "under which the measure is disclosed" with "under which the measure or subtotal is disclosed",
(e) in paragraph (f) by replacing "specified financial measure if the calculation of the specified financial measure is derived from" with "specified financial measure or an additional subtotal if the calculation of the measure or subtotal is derived from",
(f) in paragraph (g) by replacing "in respect of disclosure of a specified financial measure" with "in respect of disclosure of a specified financial measure or an additional subtotal", and
(g) in subparagraph (g)(ii) by replacing "the measure does not relate" with "the measure or subtotal does not relate".
6. Section 4 is amended by adding the following subsection:
(3)
(a) This subsection does not apply in British Columbia.
(b) In this subsection,
"Authority" means the Autorité des marchés financiers established by the Act respecting the regulation of the financial sector, CQLR, c. E-6.1;
"eligible issuer" means a reporting issuer that is, or that has a subsidiary or an affiliate that is, a financial institution subject to financial institution guidelines;
"financial institution" means a federal financial institution within the meaning of the Bank Act (Canada) or a financial institution that is authorized to carry on business in the Province of Québec under one of the following acts:
(a) Insurers Act, CQLR, c. A-32.1;
(b) Act respecting financial services cooperatives, CQLR, c. C-67.3;
(c) Deposit Institutions and Deposit Protection Act, CQLR, c. I-13.2.2; and
(d) Trust Companies and Savings Companies Act, CQLR, c. S-29.02;
"financial institution guideline" means any guideline or advisory guidance of OSFI or the Authority applicable to a financial institution that specifies the composition of a specified financial measure;
"OSFI" means the Office of the Superintendent of Financial Institutions of the Government of Canada;
(c) Despite sections 2 and 3, this Instrument does not apply to an eligible issuer in respect of disclosure of a specified financial measure pursuant to a financial institution guideline if
(i) the measure was determined in accordance with a financial institution guideline, and
(ii) in proximity to the first instance of the measure, the eligible issuer discloses the financial institution guideline under which the measure is disclosed..
7. Subsection 5 is amended
(a) in subsection (1) by replacing "Subject to subsections (3) and (4), an" with "An".
(b) by adding the following subsection:
(1.1) Despite paragraph (1)(a), an issuer may incorporate by reference the information referred to in subparagraph 6(1)(e)(ii) in respect of a management-defined performance measure if the reference is to the notes to the financial statements of the entity to which the measure relates.,
(c) in subsection (2)
(i) by replacing "subsection (1)" with "subsection (1) or (1.1)",
(ii) in paragraph (b) by replacing "the information in the MD&A" with "the information in the MD&A or in the notes to the financial statements", and
(iii) in paragraph (c) by replacing "MD&A is available" with "MD&A and the financial statements are available".
8. Subsection 5(4) is amended by replacing "Despite subsection (1)" with "Despite subsections (1) and (1.1)".
9. Section 6 is amended
(a) in subsection (1) by replacing "in a document unless" with "in a document, other than in financial statements about the entity to which the measure relates, unless",
(b) in paragraph (1)(c) by replacing "the most directly comparable financial measure that is disclosed in the primary financial statements of the entity to which the measure relates" with "the most directly comparable financial measure disclosed in the primary financial statements of the entity to which the financial measure relates that is not a management-defined performance measure", and
(c) in clause (1)(e)(ii)(C) by adding "referred to in subsection (2)" after "format".
10. Paragraph 9(a) is amended by adding "to which the financial measure relates that is not a management-defined performance measure" after "entity".
11. Section 10 is amended
(a) in subsection (1) by adding "in" before "financial statements",
(b) in paragraph (1)(a) by adding "to which the financial measure relates that is not a management-defined performance measure" after "entity", and
(c) in clause (1)(b)(ii)(C) by replacing "primary financial statements of the issuer" with "primary financial statements of the entity to which the financial measure relates that is not a management-defined financial measure".
12. Subparagraph 11(a)(ii) is amended by replacing "issuer" with "entity".
13. The following part is added:
PART 3.1
ADDITIONAL SUBTOTAL DISCLOSURE
11.1. An issuer must not disclose an additional subtotal in a document, other than in the financial statements about the entity to which the subtotal relates, unless both of the following apply:
(a) the document discloses the most directly comparable financial measure disclosed in the primary financial statements of the entity to which the subtotal relates that is not a management-defined performance measure;
(b) the subtotal is presented with no more prominence in the document than that of the most directly comparable financial measure referred to in paragraph (a)..
14. (1) This Instrument comes into force on [•].
(2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after [•], these regulations come into force on the day on which they are filed with the Registrar of Regulations.
1. Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure is changed by this Document.
2. The section entitled "Introduction" is changed
(a) by adding the following after the first sentence:
In addition, the Instrument sets out specific disclosure requirements for additional subtotals, as defined in the Instrument., and
(b) by adding "and additional subtotals" after "specified financial measures" in the second to last sentence.
3. The subsection entitled "Document" is changed by adding the following after the first sentence:
The disclosures for specified financial measures or additional subtotals required by the Instrument must be made in documents other than the financial statements, although information contained in notes to the financial statements may, in certain circumstances, be incorporated by reference..
4. The subsection entitled "Specified Financial Measures Disclosed by an Issuer and Financial Statements of an Entity" is changed
(a) by adding "or Additional Subtotals" after "Specified Financial Measures" in the title of the subsection,
(b) by adding "or an additional subtotal" after "specified financial measure" wherever the expression occurs in the first paragraph, and
(c) by adding the following after the last bullet point in the subsection:
Issuers should ensure they use the same label when disclosing a financial measure both inside and outside of the financial statements..
5. The subsection entitled "Financial Measures"is changed by adding "or an additional subtotal" after "specified financial measure" wherever the expression occurs in the first paragraph.
6. The subsection entitled "Financial Reporting Framework, Accounting Principles, and Accounting Policies" is changed by replacing "IFRS" with "IFRS® Accounting Standards".
7. The subsection entitled "Misleading disclosure still prohibited" is changed by adding "or an additional subtotal" after "specified financial measure".
8. The following sections are added before the section entitled "Section 1 -- Definition of a non-GAAP financial measure":
Section 1 -- Definition of additional subtotal
The Instrument defines an additional subtotal as a subtotal disclosed in the primary financial statements of an entity, that is not a financial measure defined or listed in the accounting principles applied to the preparation of the entity's financial statements, that is not a financial measure the composition of which is set out in those accounting principles, and that is not a specified financial measure.
Although the presentation of an additional subtotal may be required by IFRS Accounting Standards, such as paragraph 24 of IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), when the composition of the subtotal is defined by management or where the composition of the subtotal may vary, and may not necessarily be comparable with measures sharing similar labels or descriptions provided by other entities, that particular subtotal would be an additional subtotal.
Examples of subtotals disclosed in the primary financial statements of the entity which are defined or listed in IFRS Accounting Standards or the composition of which is set out in IFRS Accounting Standards include but are not limited to the totals and subtotals that the entity must present in the statement of profit or loss (e.g., "operating profit or loss", "profit or loss before financing and income taxes", and "profit or loss") and subtotals of income or expenses listed in paragraph 118 of IFRS 18 (e.g., "gross profit or loss"). These subtotals would not be "additional subtotals" under the Instrument.
Section 1 -- Definition of management-defined performance measure
The Instrument defines a "management-defined performance measure" to be consistent with the definition of this term in the accounting principles applied to the preparation of an entity's financial statements, for example, as defined by IFRS Accounting Standards. Accordingly, issuers should consider the associated definition and the related authoritative application guidance in IFRS 18..
9. The section entitled "Section 1 -- Definition of a non-GAAP financial measure" is changed by replacing the title with "Section 1 -- Paragraph (b) of the definition of a non-GAAP financial measure".
10. The following subsection is added after the subsection entitled "Non-Financial Information":
Anti-avoidance
An issuer should not disclose or refer to a financial measure in the notes to the financial statements for the purpose of avoiding application of the Instrument.
Although accounting standards may permit an issuer to provide additional information in the notes to the financial statements if an issuer believes such information to be useful for users of the financial statements, we expect that an issuer will apply the requirements of the Instrument pertaining to non-GAAP financial measures to a financial measure disclosed or referred to for such purpose in the notes to the financial statements if the other conditions set out in the definition of non-GAAP financial measure apply to such measure..
11. The following section is added before the section entitled "Section 2 -- Application to reporting issuers":
Subsection 1(2) -- Accounting terms
The Instrument uses accounting terms that are defined or used in the accounting principles applied to the preparation of the entity's financial statements. In certain cases, some of those terms are defined differently in securities legislation. In deciding which meaning applies, you should consider that National Instrument 14-101 Definitions provides that a term used in the Instrument and defined in the securities statute of a local jurisdiction has the meaning given to it in the statute unless: (a) the definition in that statute is restricted to a specific portion of the statute that does not govern continuous disclosure; or (b) the context otherwise requires..
12. The subsection entitled "Websites and Social Media" is changed
(a) by replacing "of its disclosure, on a website and social media, of a specified financial measure" with"of its disclosure in a document, including on a website and social media, of a specified financial measure or an additional subtotal", and
(b) by replacing "A" at the beginning of the second sentence with "For example, a".
13. The section entitled "Section 3 -- Application to issuers that are not reporting issuers" is changed by adding "or an additional subtotal" after "specified financial measure".
14. The section entitled "Subparagraphs 4(1)(c)(i) and (ii) -- Mineral Projects" is changed
(a) by adding"estimates" after"costs" and"forecasts of" before"annual"in the first paragraph,
(b) by adding "or an additional subtotal" after "specified financial measure" in the second paragraph, and
(c) by replacing"is"with"may be"in the second paragraph.
15. The section entitled "Subparagraph 4(1)(d)(i) -- Reports prepared by a person or company other than the issuer or entity that is the subject of the specified financial measure" is changed
(a) by adding "or the additional subtotal" after "specified financial measure" in the title of the section,
(b) by adding "or the additional subtotal" after "specified financial measure" in the first paragraph, and
(c) by adding "or an additional subtotal" after "a specified financial measure" and "or additional subtotal" after "this specified financial measure"in the third paragraph.
16. The section entitled "Paragraph 4(1)(e) -- Financial measures required under law or by an SRO" is changed
(a) by replacing the title with "Paragraph 4(1)(e) -- Specified financial measures or additional subtotals required under law or by an SRO",
(b) by replacing "financial measures" with "specified financial measures or additional subtotals" in the first paragraph,
(c) by replacing"financial measure"with"specified financial measure or additional subtotal"in the second instance of the second paragraph and in the first instance of the third paragraph, and
(d) by adding ", unless the exception in subsection 4(3) applies" at the end of the last sentence.
17. The section entitled "Paragraph 4(1)(f) -- Specified financial measure where its calculation is derived from a financial covenant in a written agreement" is changed
(a) by adding "or additional subtotal" after "Specified financial measure" in the title of the section, and
(b) by adding "or an additional subtotal" after "specified financial measure" in the first instance of the first sentence.
18. The section entitled "Paragraph 4(1)(g) -- Specified financial measure disclosed in a document by a registered firm that is intended to be, or is reasonably likely to be, made available to a client or a prospective client of the registered firm" is changed
(a) by adding "or additional subtotal" after "Specified financial measure" in the title of the section, and
(b) by adding "or an additional subtotal" after "specified financial measure" in the first sentence.
19. The following section is added after the section entitled "Subsection 4(2) -- Statement of Executive Compensation":
Subsection 4(3) -- Financial institutions
The Instrument includes an exemption for certain financial institutions that were exempt from the Instrument under local blanket orders and Rule 52-503 in Ontario. This exemption does not apply in British Columbia. British Columbia's existing blanket order, BC Instrument 52-513, continues to apply, ensuring uniformity in the application of the exemption across Canada..
20. The section entitled "Section 5 -- Incorporation by reference" is replaced with the following sections and subsections:
Section 5 -- Incorporating information by reference
Subsection 5(1) -- Incorporation by reference to the issuer's MD&A
The Instrument allows an issuer to incorporate by reference certain disclosure, when the MD&A includes the information required under the provisions referenced in paragraphs 5(1)(a) to (f), and if the reference is to the issuer's MD&A.
Subsection 5(1.1) -- Incorporation by reference to the notes to the financial statements of the entity to which the measure relates
An issuer may incorporate by reference the information required under subparagraph 6(1)(e)(ii) if the reference is to the notes to the financial statements of the entity to which the measure relates and if the financial measure is a management-defined performance measure (see definition of management-defined performance measure in section 1 of the Instrument).
When incorporating by reference, the notes to the financial statement should therefore include, for each management-defined performance measure, all of the information required under subparagraph 6(1)(e)(ii).
IFRS 18 outlines that management-defined performance measures relate to the same reporting period as the financial statements. Accordingly, when using the incorporation by reference provision in subsection 5(1.1), the reference to the notes to the financial statements of the entity to which this management-defined performance measure relates is for the same reporting period.
Subsection 5(2) -- Required statements with the use of the incorporation by reference provisions in subsection 5(1) or (1.1)
To meet the requirement that the MD&A or the financial statements be available on SEDAR+ under paragraph 5(2)(c) of the Instrument, the MD&A or the financial statements must be filed on SEDAR+ before, or simultaneously with the document, in order for this MD&A or the financial statements to be used to incorporate any information by reference into the document. For example, if an issuer is filing an annual information form that includes a specified financial measure and the issuer is incorporating certain information in the MD&A by reference to satisfy the disclosure requirements of the Instrument, that MD&A would have to be filed on SEDAR+ before or simultaneously with the filing of the annual information form.
Paragraph 5(2)(b) requires the identification of the specific location of the required information in the MD&A or the financial statements. To comply with this requirement, identify where the required information is specifically located within the MD&A or the exact note to the financial statements (e.g., identify the specific MD&A including a reference to the date of the MD&A, its reporting period, and the specific section or page reference within the MD&A) or provide a hyperlink to the specific section or page within the MD&A or the financial statements where the information is located. Issuers would not satisfy this requirement with a general hyperlink to the relevant MD&A or the financial statements.
Subsection 5(4) -- Quantitative reconciliation requirements in an earnings release
The Instrument allows an issuer to incorporate by reference certain required disclosure in a news release; however, subsections 5(1) and (1.1) do not apply to the quantitative reconciliation requirements under clause 6(1)(e)(ii)(C), paragraph 7(2)(d) or 9(c), or clause 10(1)(b)(ii)(C) if the document that contains the specified financial measure is an earnings release filed by the issuer under section 11.4 of NI 51-102..
21. The section entitled "Paragraphs 6(1)(e), 7(2)(d), 8(c), 9(c), 10(1)(b), 11(b) -- Proximity to the first instance" is changed
(a) by adding "and subparagraphs 4(1)(e)(ii) and 4(3)(c)(ii)" after "11(b)" in the title of the section, and
(b) by adding "and subparagraphs 4(1)(e)(ii) and 4(3)(c)(ii)" after "11(b)" in the first and second instances.
22. The following subsection is added after the subsection entitled "Presentation in the Form of a Primary Financial Statement":
Presentation of a 'two-step' reconciliation
An issuer may present a quantitative reconciliation in a 'two-step' format -- i.e., reconcile a specified financial measure to a total or subtotal that is not presented in the primary financial statements of the entity, if that total or subtotal is then reconciled to the most directly comparable financial measure disclosed in the primary financial statements of the entity to which the financial measure relates that is not a management-defined performance measure..
23. The section entitled "Section 9 -- Disclosure of total of segments measures" is changed by replacing "the Policy" with "this Policy".
24. The section entitled "Section 10 -- Disclosure of capital management measures" is changed
(a) by replacing "in IFRS under IAS 1 Presentation of Financial Statements" with "inIFRS Accounting Standards under IFRS 18", and
(b) by replacing "the Policy" with "this Policy".
25. Appendix A is changed by replacing the flowchart with the following:
26. These changes become effective on [•].
1. Multilateral Instrument 11-102 Passport System is amended by this Instrument.
2. Appendix D is amended in the table by adding the following row after the row entitled, in the "Provision" column, "Audit committees":
Non-GAAP and other financial measures disclosure
NI 52-112
.
3.
(1) This Instrument comes into force on [•].
(2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after [•], these regulations come into force on the day on which they are filed with the Registrar of Regulations.
[Editor's Note: Annex D Local Matters is reproduced on the following separately formatted pages. Bulletin pagination resumes at the end of the Annex.]
As set out in the main body of this Notice, the CSA are publishing the following for a comment period:
• The proposed amendments (Proposed Amendments) to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (NI 52-112)
In this annex, we present our qualitative assessment of the estimated costs and benefits of the Proposed Amendments to Ontario's capital markets.
NI 52-112 addresses the disclosure requirements for non-GAAP financial measures, non-GAAP ratios, and other financial measures (i.e., capital management measures, supplementary financial measures, and total of segments measures, as defined in the NI 52-112).
As a result of a new IFRS Accounting Standard, IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18), that requires disclosure of management-defined performance measures (MPMs) in a note to the financial statements, the Proposed Amendments primarily seek to ensure that such financial measures, that have historically been subject to the requirements of NI 52-112 remain subject to its requirements. Without the Proposed Amendments, IFRS 18 adoption would result in certain non-GAAP financial measures beginning to fall outside of the scope of NI 52-112, leading to undesirable and unintended regulatory outcomes.
The Proposed Amendments address, in a narrow-scope manner, the consequences arising from IFRS 18 on NI 52-112 and aim to minimize disruption to existing disclosure practices. Under the Proposed Amendments, issuers would not be required to materially change their reporting practices for non-GAAP financial measures disclosed outside the financial statements.
The stakeholders that will be primarily affected include:
• Investors
• Issuers, within the scope of NI 52-112, reporting in Ontario -- approximately 2,750 corporate reporting issuers
The OSC considers the impact of the Proposed Amendments on the OSC's mandate to:
• provide protection to investors from unfair, improper or fraudulent practices,
• foster fair, efficient and competitive capital markets and confidence in the capital markets,
• foster capital formation, and
• contribute to the stability of the financial system and the reduction of systemic risk.
The Proposed Amendments will impact the capital formation and investor protection components of the OSC's mandate. In clarifying the relationship between securities legislation and IFRS 18, the Proposed Amendments facilitate capital formation by continuing to require timely continuous disclosure of accurate, comparable, and complete material information by issuers and facilitating opportunities for investors to assess risk and make informed investment decisions. Furthermore, the Proposed Amendments will enhance investor protection by ensuring investors continue to receive information about non-GAAP financial measures in accordance with NI 52-112 and help to avoid misleading financial reporting.
The Proposed Amendments primarily seek to ensure that measures that have historically been considered non-GAAP financial measures continue to be subject to NI 52-112 as they are today -- in other words the primary goal of these Proposed Amendments is to maintain "status quo".
Although stakeholders may incur certain costs because of implementing IFRS 18 -- such costs are primarily the result of IFRS 18 and not the Proposed Amendments, since the Proposed Amendments seek to maintain a pre-IFRS 18 status quo related to non-GAAP financial measures disclosed outside the financial statements.
This analysis focuses on the direct cost and benefits arising from the Proposed Amendments.
• Costs -- None.
• Benefits -- Non-GAAP financial measures continue to be regulated by securities legislation and the disclosure requirements of NI 52-112, with additional subtotals disclosed outside of the financial statements continuing to be disclosed with appropriate context. The Proposed Amendments further ensure that investors continue to receive consistent information regarding non-GAAP financial measures regardless of whether an issuer's underlying accounting framework may require certain disclosures related to such measures.
• Costs -- When assessing the cost implications of a proposed rule change, we consider the incremental impact on the established baseline (or the requirements under the current Instrument). These incremental changes are changes that a firm would not otherwise undertake in the absence of the proposed regulatory intervention. NI 52-112 was issued in 2021, and reporting issuers have developed policies and procedures to comply with NI 52-112. Since the Proposed Amendments aim to ensure that financial measures, that have historically been subject to the requirements of NI 52-112 remain subject to its requirements as they are today, material additional ongoing costs are not expected. In other words, the Proposed Amendments re-establish the baseline without imposing material new requirements on issuers. However, issuers may incur implementation costs primarily relating to understanding the effect of the Proposed Amendments. For example, we anticipate that all issuers will review the final amendments and conduct a gap analysis against existing policies and procedures. Such initial implementation costs are not expected to be material.
• Benefits -- The Proposed Amendments aim to reduce uncertainty regarding the relationship between securities legislation and IFRS 18, and reduce duplicative disclosures by allowing, in specific circumstances, incorporation of information by reference to the notes to the financial statements if such notes contain the information required by NI 52-112. This provides regulatory certainty and allows for more efficient allocation of issuer compliance resources.
We do not anticipate that issuers will incur material compliance costs as a result of the Proposed Amendments. The main benefit of the Proposed Amendments is ensuring that non-GAAP financial measures continue to be regulated by securities legislation. While it is not reasonably practicable to quantify this benefit, we believe that the benefits outweigh the costs associated with the Proposed Amendments.
• Develop a new specific rule -- rather than amending NI 52-112, a new rule could be developed to address the problem. The end effect would be similar to the amending of NI 52-112, but this approach would be more time consuming and likely perceived as increasing regulatory complexity -- i.e., introducing another regulation into the system.
• No Action -- This alternative would diminish the effectiveness of securities legislation and NI 52-112, including objectives relating to investor protection and consistency in reporting for entities who use an accounting framework other than IFRS.
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06340369
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Issuer Name:
Type and Date:
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Promoter(s):
Filing #6308910
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Issuer Name:
Type and Date:
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Underwriter(s) or Distributor(s):
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Filing #06268903
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Issuer Name:
Type and Date:
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Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06355363
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Filing #06269335
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Type and Date:
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Filing #06273052
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Issuer Name:
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Filing #06297167
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Filing #06347689
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Filing #06328788
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Underwriter(s) or Distributor(s):
Promoter(s):
Filing # 06180691
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Type and Date:
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Filing #06266705
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Filing #06297167
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06353752
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Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06354332
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Principal Regulator -- Ontario
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Offering Price and Description:
Filing # 06154251
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Principal Regulator -- Ontario
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Principal Regulator -- British Columbia
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Type |
Company |
Category of Registration |
Effective Date |
|
|||
New Registration |
MDCP Securities Ltd. |
Exempt Market Dealer |
November 6, 2025 |
Canadian Securities Exchange -- Public Interest Rule Amendments -- Proposed Amendments to CSE Listing Policies -- Notice and Request for Comments
CNSX Markets Inc., operator of the Canadian Securities Exchange (CSE or Exchange) is filing this Notice in accordance with the process for the Review and Approval of Rules and Information Contained in Form 21-101F1 and the Exhibits Thereto attached as Appendices to the Exchange's recognition orders (the Protocol). CSE is proposing to amend CSE Listing Policies (Policies) to introduce requirements and restrictions related to market making activity where the activity will be carried out pursuant to a contract directly with a Listed Issuer. In addition, CSE is making changes relating to Promotional Activity (together, the Proposed Amendments). These Proposed Amendments are Public Interest Rule Amendments under the Protocol and subject to public comment.
i. Private Market Making Arrangements
Proposed CSE Policy 7.5 provides a preface highlighting the difference between the private market making arrangements and the appointment of a market maker by the Exchange pursuant to the CSE Trading Rules{1}. It should be noted that engaging in private market making agreements is not currently prohibited under CSE Policies, however CSE believes that these Proposed Amendments would outline a framework for these types of engagements.
Proposed CSE Policy 7.6 sets out the requirement for a written agreement between the Listed Issuer and the Person providing the market making activity. The terms of this agreement must include the following:
• the Person engaged must not also conduct Promotional Activity for the same Listed Issuer;
• termination of the agreement will be triggered if the Exchange notifies the Listed Issuer of non-compliance with the requirements of the CSE policies; and
• the Listed Issuer cannot fund the execution of trades.
The Proposed Amendments in CSE Policy 7.6 also introduce specific requirements for payments to engaged Persons for market making activity. This includes that all compensation is paid directly to the counterparty under contract to perform the market making activity. In addition, the Proposed Amendments provide that compensation to the Person must be reasonable and in proportion to the financial resources of the Listed Issuer and based on the value of the services provided.
Proposed CSE Policy 7.7 provides the disclosure expectations as it relates to market making activity by requiring the Listed Issuer to publish a news release disclosing:
a. that the Listed Issuer has arranged for the Person to conduct market making activity;
b. the name, business address, email and telephone number of each Person;
c. the date on which the market making activity will start and the date on which the market making activity will end or is expected to end; and
d. if the Person is not a Dealer, a description of any compensation that the Person will be paid by the Listed Issuer for the market making activity.
The requirements under the proposed CSE Policy 7.7 relating to the disclosure of the compensation description, the need to file a Personal Information Form, and the requirement to provide a copy of the executed agreement will not apply where the Person contracted to provide the market activity is a Dealer. CSE will rely on the relevant obligations imposed on Dealers by the Canadian Investment Regulatory Organization (CIRO).
Proposed CSE Policy 7.8 provides that the market making activity is subject to a written agreement and compliance with applicable disclosure requirements as described in proposed CSE Policy 7.7. It also describes the authority of the Exchange in instances where there is non-compliance with the policy provisions on market making.
The Proposed Amendments will result in additional disclosure, both to the Exchange and the public, about the identities of Persons engaged in market making activities and the nature of these activities. The requirements will also assist the Exchange in monitoring Listed Issuer activities and support the CIRO in its market surveillance function.
ii. Promotional Activity
CSE is proposing that CSE Policies be amended to include proposed CSE Policy 7.2(3) which prohibits Inactive Issuers from engaging any Person to conduct Promotional Activity. This is consistent with an existing restriction on Inactive Issuers in CSE Policy 3.5(2)(a).
In addition, we propose to amend CSE Policies to include CSE Policy 7.2(4) to require a Listed Issuer to ensure that a Person retained to perform Promotional Activity does not directly retain or engage another Person to conduct market making activity for the same Listed Issuer. Contractual engagements for market making services must be directly between the Issuer and the counterparty providing the services.
There are other changes to the definition of "Policy"" to correct a drafting error and properly reflect references made in the CSE Policies.
The blacklined text of the policies included in Appendix A and the amended text is attached as Appendix B. Current CSE Policies are available at: Policies | CSE -- Canadian Securities Exchange (thecse.com)
The Proposed Amendments will be effective following regulatory approval.
Listed Issuers may engage in private market making agreements under which a Person{2} agrees to provide liquidity in the Issuer's securities. This engagement is separate from the appointment of a market maker by the Exchange pursuant to the CSE Trading Rules{3}. CSE believes that there should be a framework within which private market making engagements can occur. Specific restrictions on payment for market-making services in the form of shares, or consideration based on the market price of shares, aim to reduce the potential for inappropriate activity.
The Proposed Amendments in relation to Promotional Activity, are similar to current restrictions on Inactive Issuers as it relates to the provision of investor relations services. This is in addition to reinforcing a contractual expectation that engagements should be directly between the Issuer and the respective counterparty providing the service.
The Proposed Amendments are expected to impact Listed Issuers contemplating engagement with Persons for Promotional Activity and/or market making activity. The requirements and restrictions around market making activity will require Listed Issuers to ensure that consideration is reasonable, disclosure is adequate, and the activity is conducted in accordance with the CSE Policy.
The Proposed Amendments are consistent with Ontario and British Columbia securities law and do not impact fair access. With respect to the maintenance of fair and orderly markets, market makers engaged by Listed Issuers will be subject to the same rules relating to trading as are any other participant in the market. If the market maker is not a Dealer, they will access the market through a Dealer and be subject to all trading and market integrity rules applicable to trading, whether directly (for example insider trading rules) or indirectly (i.e. the Dealer is subject to the trading rules).
No related technology changes are required.
The alternative is to maintain the status quo whereby Listed Issuers must be advised to treat a market making contract as a Significant Transaction under CSE Policy 7. With no explicit requirements for disclosure or compensation, advice or guidance is provided on an ad hoc basis, relying on broad principles in CSE Policy 7. This creates uncertainty for Listed Issuers, Dealers, and Persons offering services, in addition to inconsistency in reporting and treatment of these arrangements.
The TSX Venture Exchange has similar disclosure and Personal Information Form requirements.
Comments
Please submit comments on the Proposed Amendments no later than December 15, 2025 to:
Chioma Nwachukwu |
Trading and Markets Division |
|
Legal Counsel |
Ontario Securities Commission |
|
CNSX Markets Inc. |
20 Queen Street West, 20th Floor |
|
100 King Street West, Suite 7210 |
Toronto, ON, M5H 3S8 |
|
Toronto, ON, M5X 1E1 |
Email: TradingandMarkets@osc.gov.on.ca |
|
Email: GeneralCounsel@thecse.com |
||
|
||
Georgina Steffens |
||
Senior Oversight Analyst, Markets and SRO Oversight |
||
Capital Markets Regulation |
||
British Columbia Securities Commission |
||
1200-701 West Georgia Street |
||
Vancouver, BC V7Y 1L2 |
||
Email: GSteffens@bcsc.bc.ca |
||
Policy 1: Interpretation and General Provisions
[...]
1.3 Definitions
(2) [...]
"Policy or Policies" means any Decision of the CSE Board in connection with the administration
or application of these Policiesthe CSE Listing Policies adopted by CSE.
[...]
Policy 7: Investor Relations, Promotional Activity, and Other Significant Transactions
[...]
7.2 Restrictions on Contracts for Investor Relations or Promotional Activities
(1) Compensation to any Person providing Promotional Activities, including Investor Relations Activities, for a Listed Issuer must be reasonable and in proportion to the financial resources and level of operations of the Listed Issuer and should be based on the value of the services provided and not on the Listed Issuer's market performance. In particular, compensation to Persons providing Investor Relations Activities may not be determined in whole or in part by the Listed Issuer's securities attaining certain price or trading volume thresholds. Except as provided in section 7.2(2) below, compensation in the form of shares or options is not acceptable and payment for services should be on a cash basis.
(2) If permitted by securities laws, options may be granted for persons undertaking Investor Relations activities provided that the total number of listed securities issuable on exercise of options provided as compensation to all Persons providing Investor Relations Activities cannot exceed 2% of the outstanding number of listed securities in any 12-month period.
(3) An Inactive Issuer may not enter into an agreement or otherwise engage any Person to conduct Promotional Activity.
(4) A Listed Issuer that arranged for a Person to perform Promotional Activity must take steps to ensure that the Person does not retain or engage another Person to conduct market making activity for the Listed Issuer.
[...]
7.5 Market Making Activities on Behalf of a Listed Issuer
(1) Listed Issuers may enter into an agreement with a Person to provide market making activity. In this context, market making activity includes the entry of orders to facilitate liquidity in the Listed Issuer's securities. It is a different role than the Market Maker referred to in Part 4 of the Rules that is appointed by the Exchange, subject to obligations as outlined in the Rules and receiving of benefits (for example, fee reductions).
(2) Market making activity must facilitate a fair and orderly market and Persons performing market making activity should create stability in the market. Trading by Persons providing market making activity is subject to regulatory requirements around insider trading and manipulation and abusive trading, among others. Dealers facilitating trading by a Person conducting market making activity are subject to gatekeeping obligations under the applicable rules of the Market Regulator.
7.6 Restrictions on Market Making Activity
(1) This section applies to any agreement with a Listed Issuer to conduct market making activity.
(2) A Listed Issuer must not engage a Person to conduct market making activities on behalf of the Listed Issuer unless a written agreement between the Listed Issuer and the Person is executed and that the agreement provides:
(a) that the Person does not conduct Promotional Activity for the Listed Issuer and will not engage anyone to conduct Promotional Activity for the Listed Issuer and has not been engaged to conduct market making activity by anyone conducting Promotional Activity for the Listed Issuer;
(b) for termination of the agreement should the Exchange inform the Listed Issuer of non-compliance with its requirements around market making activities in Part 7 of these Policies; and
(c) an acknowledgement by the Person that other than the direct compensation for the services, the Listed Issuer has not provided, directly or indirectly, funds to facilitate market making activity.
(3) When a Listed Issuer provides compensation to a Person performing market making activity, the compensation paid must:
(a) be reasonable and in proportion to the financial resources of the Listed Issuer;
(b) be in proportion to the value of the services provided;
(c) not be based on, in whole or in part, maintaining a minimum price or trading volume for the listed securities;
(d) not be in the form of shares or options of the Listed Issuer; and
(e) be paid directly to the Person conducting market making activity.
(4) A Listed Issuer must not retain the same Person to perform Promotional Activity and market making activity for the Listed Issuer.
(5) A Listed Issuer may not engage a Related Person of that Listed Issuer to conduct market making activity.
7.7 Disclosure of Market Making Activity
(1) In addition to posting the Notice of Proposed Transaction, a Listed Issuer that engages a Person to conduct market making activity must promptly disseminate a news release disclosing the following:
(a) that the Listed Issuer has arranged for the Person to conduct market making activity;
(b) the name, business address, email and telephone number of each Person;
(c) the date on which the market making activity will start and the date on which the market making activity will end or is expected to end; and
(d) if the Person is not a Dealer, a description of any compensation that the Person will be paid by the Listed Issuer for the market making activity.
(2) Upon termination of a written arrangement for market making activities, a Listed Issuer must:
(a) disseminate a news release identifying the Person and the date of the termination, and
(b) post an amended Notice of Proposed Transaction confirming the termination date.
(3) If a Listed Issuer arranges for a Person to conduct market making activity and that Person is not a Dealer, the Listed Issuer must provide to the Exchange:
(a) A Personal Information Form for the Person, unless the Exchange confirms that the form is not required;
(b) A copy of the executed agreement(s) for the provision of market making activity;
(c) The identity of each Dealer through which the market making activity will take place, and written confirmation that the Dealer is aware of the market making arrangement;
(d) Confirmation that other than the direct compensation for the services, the Listed Issuer has not provided, directly or indirectly, funds to facilitate market making activity.
7.8 Compliance with Requirements Relating to Market Making Activity
(1) Market making activities must not commence until the agreement referred to in 7.6(2) is executed and the disclosure requirements of 7.7 have been met.
(2) If market making activities are not conducted by a Person in compliance with these Policies or if the Exchange suspects that the Person conducting market making activity is not complying with the written agreement, the Exchange has the authority to:
(a) impose terms and conditions on the Listed Issuer regarding the Persons permitted to conduct market making activities;
(b) impose terms and conditions on the market making activities that can be conducted on the securities of the Listed Issuer;
(c) require the Listed Issuer to cancel the contract between the Listed Issuer and the Person based on non-compliance; or
(d) prohibit the Listed Issuer from retaining that Person to conduct market making activities.
Policy 1: Interpretation and General Provisions
[...]
[...]
1.3 Definitions
(2) [...]
"Policy or Policies" means the CSE Listing Policies adopted by CSE.
[...]
Policy 7: Investor Relations, Promotional Activity, and Other Significant Transactions
[...]
7.2 Restrictions on Contracts for Investor Relations or Promotional Activities
(1) Compensation to any Person providing Promotional Activities, including Investor Relations Activities, for a Listed Issuer must be reasonable and in proportion to the financial resources and level of operations of the Listed Issuer and should be based on the value of the services provided and not on the Listed Issuer's market performance. In particular, compensation to Persons providing Investor Relations Activities may not be determined in whole or in part by the Listed Issuer's securities attaining certain price or trading volume thresholds. Except as provided in section 7.2(2) below, compensation in the form of shares or options is not acceptable and payment for services should be on a cash basis.
(2) If permitted by securities laws, options may be granted for persons undertaking Investor Relations activities provided that the total number of listed securities issuable on exercise of options provided as compensation to all Persons providing Investor Relations Activities cannot exceed 2% of the outstanding number of listed securities in any 12-month period.
(3) An Inactive Issuer may not enter into an agreement or otherwise engage any Person to conduct Promotional Activity.
(4) A Listed Issuer that arranged for a Person to perform Promotional Activity must take steps to ensure that the Person does not retain or engage another Person to conduct market making activity for the Listed Issuer.
[...]
7.5 Market Making Activities on Behalf of a Listed Issuer
(1) Listed Issuers may enter into an agreement with a Person to provide market making activity. In this context, market making activity includes the entry of orders to facilitate liquidity in the Listed Issuer's securities. It is a different role than the Market Maker referred to in Part 4 of the Rules that is appointed by the Exchange, subject to obligations as outlined in the Rules and receiving of benefits (for example., fee reductions).
(2) Market making activity must facilitate a fair and orderly market and Persons performing market making activity should create stability in the market. Trading by Persons providing market making activity is subject to regulatory requirements around insider trading and manipulation and abusive trading, among others. Dealers facilitating trading by a Person conducting market making activity are subject to gatekeeping obligations under the applicable rules of the Market Regulator.
7.6 Restrictions on Market Making Activity
(1) This section applies to any agreement with a Listed Issuer to conduct market making activity.
(2) A Listed Issuer must not engage a Person to conduct market making activities on behalf of the Listed Issuer unless a written agreement between the Listed Issuer and the Person is executed and that the agreement provides:
(a) that the Person does not conduct Promotional Activity for the Listed Issuer and will not engage anyone to conduct Promotional Activity for the Listed Issuer and has not been engaged to conduct market making activity by anyone conducting Promotional Activity for the Listed Issuer;
(b) for termination of the agreement should the Exchange inform the Listed Issuer of non-compliance with its requirements around market making activities in Part 7 of these Policies; and
(c) an acknowledgement by the Person that other than the direct compensation for the services, the Listed Issuer has not provided, directly or indirectly, funds to facilitate market making activity.
(3) When a Listed Issuer provides compensation to a Person performing market making activity, the compensation paid must:
(a) be reasonable and in proportion to the financial resources of the Listed Issuer;
(b) be in proportion to the value of the services provided;
(c) not be based on, in whole or in part, maintaining a minimum price or trading volume for the listed securities;
(d) not be in the form of shares or options of the Listed Issuer; and
(e) be paid directly to the Person conducting market making activity.
(4) A Listed Issuer must not retain the same Person to perform Promotional Activity and market making activity for the Listed Issuer.
(5) A Listed Issuer may not engage a Related Person of that Listed Issuer to conduct market making activity.
7.7 Disclosure of Market Making Activity
(1) In addition to posting the Notice of Proposed Transaction, a Listed Issuer that engages a Person to conduct market making activity must promptly disseminate a news release disclosing the following:
(a) that the Listed Issuer has arranged for the Person to conduct market making activity;
(b) the name, business address, email and telephone number of each Person;
(c) the date on which the market making activity will start and the date on which the market making activity will end or is expected to end; and
(d) if the Person is not a Dealer, a description of any compensation that the Person will be paid by the Listed Issuer for the market making activity.
(2) Upon termination of a written arrangement for market making activities, a Listed Issuer must:
(a) disseminate a news release identifying the Person and the date of the termination, and
(b) post an amended Notice of Proposed Transaction confirming the termination date.
(3) If a Listed Issuer arranges for a Person to conduct market making activity and that Person is not a Dealer, the Listed Issuer must provide to the Exchange:
(a) A Personal Information Form for the Person, unless the Exchange confirms that the form is not required;
(b) A copy of the executed agreement(s) for the provision of market making activity;
(c) The identity of each Dealer through which the market making activity will take place, and written confirmation that the Dealer is aware of the market making arrangement;
(d) Confirmation that other than the direct compensation for the services, the Listed Issuer has not provided, directly or indirectly, funds to facilitate market making activity.
7.8 Compliance with Requirements Relating to Market Making Activity
(1) Market making activities must not commence until the agreement referred to in 7.6(2) is executed and the disclosure requirements of 7.7 have been met.
(2) If market making activities are not conducted by a Person in compliance with these Policies or if the Exchange suspects that the Person conducting market making activity is not complying with the written agreement, the Exchange has the authority to:
(a) impose terms and conditions on the Listed Issuer regarding the Persons permitted to conduct market making activities;
(b) impose terms and conditions on the market making activities that can be conducted on the securities of the Listed Issuer;
(c) require the Listed Issuer to cancel the contract between the Listed Issuer and the Person based on non-compliance; or
(d) prohibit the Listed Issuer from retaining that Person to conduct market making activities.
{1} CSE Trading Rule 4-112(5) Appointment of Market Makers: The Exchange may in its sole discretion designate a Dealer as a Market Maker in respect of a Listed Security where the Dealer's trading activities suggest the market will be better served by the Dealer assuming the responsibilities of a Market Maker.
{2} CSE Policy 1: "Person" includes without limitation a company, corporation, incorporated syndicate or other incorporated organization, sole proprietorship, partnership, trust, and individual.
{3} CSE Trading Rule 4-112(5) Appointment of Market Makers: The Exchange may in its sole discretion designate a Dealer as a Market Maker in respect of a Listed Security where the Dealer's trading activities suggest the market will be better served by the Dealer assuming the responsibilities of a Market Maker.
Alpha Exchange Inc. -- Housekeeping Amendments to the Rules of Alpha Exchange Inc. -- Notice
In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), Alpha Exchange Inc. ("Alpha") has adopted, and the Ontario Securities Commission (the "OSC") has approved, amendments (the "Amendments") to the Alpha Trading Policy Manual (the "Alpha Trading Policy"). The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The OSC has not disagreed with the categorization of the Amendments as Housekeeping Rules. In accordance with Section 5 of the Protocol, Alpha has obtained a waiver from the OSC in connection with the requirements to obtain approval by the board of directors of Alpha.
The Amendments are being made in response to amendments to the Universal Market Integrity Rules to increase transparency where the execution price of trades in exchange-traded funds references net asset value and to modernize the definition of an intentional cross (the "UMIR Amendments"), as set out in CIRO Bulletin 25-0200 -- Amendments Respecting Net Asset Value Orders and Intentional Crosses (the "CIRO Bulletin").
The Amendments are being made to conform to applicable amendments being made as part of the UMIR Amendments as set out in the CIRO Bulletin.
The Amendments are set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendments is set out at Appendix B.
The Amendments become effective January 13, 2026.
[...]
[...]
(a) Basis Cross
A trade whereby a basket of securities or an index participation unit is transacted at prices achieved through the execution of related exchange-traded derivative instruments which may include index futures, index options and index participation units in an amount that will correspond to an equivalent market exposure. Basis Cross may be entered outside of ABBO and does not set NLSP.
(b) VWAP Cross
A transaction for the purpose of executing a trade at a volume-weighted average price of a security traded for a continuous period on or during a trading day on Toronto Stock Exchange. VWAP Cross may be entered outside of ABBO and does not set NLSP.
(c) Contingent Cross
A trade resulting from a paired order placed by a Member on behalf of a client to execute an order on a security that is contingent on the execution of a second order placed by the same client for an offsetting volume of a related security. Contingent Cross does set the NLSP and must be at or within the ABBO
(d) NAV Cross
A trade that is entered at a price that references the most recent net asset value of an ETF. NAV Cross may be entered outside of the NBBO and does not set the Last Sale Price.
[...]
[...]
(a) Basis Cross
A trade whereby a basket of securities or an index participation unit is transacted at prices achieved through the execution of related exchange-traded derivative instruments which may include index futures, index options and index participation units in an amount that will correspond to an equivalent market exposure. Basis Cross may be entered outside of ABBO and does not set NLSP.
(b) VWAP Cross
A transaction for the purpose of executing a trade at a volume-weighted average price of a security traded for a continuous period on or during a trading day on Toronto Stock Exchange. VWAP Cross may be entered outside of ABBO and does not set NLSP.
(c) Contingent Cross
A trade resulting from a paired order placed by a Member on behalf of a client to execute an order on a security that is contingent on the execution of a second order placed by the same client for an offsetting volume of a related security. Contingent Cross does set the NLSP and must be at or within the ABBO
(d) NAV Cross
A trade that is entered at a price that references the most recent net asset value of an ETF. NAV Cross may be entered outside of the NBBO and does not set the Last Sale Price.
Toronto Stock Exchange -- Housekeeping Amendments to the Rules of Toronto Stock Exchange -- Notice
In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 (the "Protocol"), TSX Inc. ("TSX") has adopted, and the Ontario Securities Commission (the "OSC") has approved, amendments (the "Amendments") to the TSX Rule Book. The Amendments are Housekeeping Rules under the Protocol and therefore have not been published for comment. The OSC has not disagreed with the categorization of the Amendments as Housekeeping Rules. In accordance with Section 5 of the Protocol, TSX has obtained a waiver from the OSC in connection with the requirements to obtain approval by the board of directors of TSX.
The Amendments are being made in response to amendments to the Universal Market Integrity Rules to increase transparency where the execution price of trades in exchange-traded funds references net asset value and to modernize the definition of an intentional cross (the "UMIR Amendments"), as set out in CIRO Bulletin 25-0200 -- Amendments Respecting Net Asset Value Orders and Intentional Crosses (the "CIRO Bulletin").
Amendments to Rule 1-101 are being made to conform to applicable amendments being made as part of the UMIR Amendments as set out in the CIRO Bulletin.
The Amendments are set out as blacklined text at Appendix A. For ease of reference, a clean version of the Amendments is set out at Appendix B.
The Amendments become effective January 13, 2026.
Rule 1-101 Definitions (Amended)
[...]
"cross" means a trade where the same Participating Organization acts on the buy and sell sides of the transaction, but does not include a trade in which the Participating Organization is acting as jitney.
(Amended on January 13, 2026)
[...]
"Intentional Cross" means a trade resulting from the entry by a Participating Organization of both the order to purchase and the order to sell a security, but does not include a trade in which the Participating Organization has entered one of the orders as a jitney order.
(Amended January 13, 2026)
[...]
Rule 1-101 Definitions (Amended)
[...]
"cross" means a trade where the same Participating Organization acts on the buy and sell sides of the transaction.
(Amended on January 13, 2026)
[...]
"Intentional Cross" means a trade resulting from the entry by a Participating Organization of both the order to purchase and the order to sell a security.
(Amended January 13, 2026)
[...]