Ontario Securities Commission Bulletin
Issue 48/48 - December 4, 2025
Ont. Sec. Bull. Issue 48/48
• Ontario Securities Commission and Nayeem Alli
• CSA Staff Notice 13-315 (Revised) -- Securities Regulatory Authority Closed Dates 2026
• Notice of Ministerial Approval of Amendments Relating to Well-known Seasoned Issuers
• Notice of Local Amendments to National Instrument 45-106 Prospectus Exemptions
• Notice of Correction -- TSX Inc. -- Proposed Amendments -- Notice of Approval
• Notice of Coming into Force of Amendments to Multilateral Instrument 13-102 System Fees
• C.S.T. Savings Inc. and Canadian Scholarship Trust Founders' Plan
• Aviso Financial Inc. (formerly Credential Qtrade Securities Inc.)
• Fidelity Investments Canada ULC and Fidelity International Low Volatility Equity Institutional Trust
• Mackenzie Financial Corporation et al.
• Brookfield Business Partners L.P.
• Insight Investment Management (Global) Limited and Insight Investment International Limited
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• Amendments to National Instrument 44-102 Shelf Distributions
• Changes to Companion Policy 44-102CP Shelf Distributions
• Changes to National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions
• Local Amendments to National Instrument 45-106 Prospectus Exemptions in Ontari•
• Vortex Metals Inc. -- s. 21(b) of Ont. Reg. 398/21 of the OBCA
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Ontario Securities Commission and Nayeem Alli
FOR IMMEDIATE RELEASE
November 26, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 26, 2025 is available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
November 27, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated November 27, 2025 is available at capitalmarketstribunal.ca.
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Liquid Marketplace Inc. et al.
FOR IMMEDIATE RELEASE
December 2, 2025
TORONTO -- The previously scheduled days of December 2 and 3, 2025 will not be used for the merits hearing in the above-named matter. The merits hearing will continue on December 4, 15, 16 and 17, 2025, at 10:00 a.m. on each day.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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Ontario Securities Commission and Nayeem Alli
BETWEEN:
File No. 2025-26
Adjudicator: |
M. Cecilia Williams |
November 26, 2025
WHEREAS on November 26, 2025, the Capital Markets Tribunal held a hearing by videoconference;
ON HEARING the submissions of the representative for the Ontario Securities Commission, and of the respondent Nayeem Alli, appearing on his own behalf;
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 16, 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 January 27, 2026, the respondent shall serve and file its affidavit evidence and written submissions on the merits, sanctions and costs; and
5. by 4:30 p.m. on February 10, 2026, the Commission shall serve and file reply affidavit evidence and reply submissions on merits, sanctions and costs, if any.
BETWEEN:
File No. 2025-29
Adjudicator: |
Andrea Burke |
November 27, 2025
WHEREAS on November 25, 2025, the Capital Markets Tribunal held a hearing by videoconference to address scheduling with respect to the application dated October 31, 2025 made by Internet Sciences Inc., to review a decision of the Panel of Board of Directors of CNSX Markets Inc. dated October 29, 2025;
ON HEARING the submissions of Internet Sciences Inc., CNSX Markets Inc., and the Ontario Securities Commission;
IT IS ORDERED, for reasons to follow, that:
1. by no later than 4:30 p.m. on November 28, 2025, CNSX shall serve and file the record of the original proceeding;
2. by no later than 4:30 p.m. on December 3, 2025, Internet Sciences shall serve and file:
a. its amended motion, if any, for its interim stay motion, disclosure motion and new evidence motion (collectively, the Motions) using the form in Appendix B of the Tribunal's Rules of Procedure (the Rules);
b. either a motion record for the Motions complying with Rule 21 of the Rules, or a list of all documents previously filed and any others filed simultaneously that will be relied upon for each of the Motions at the Motions hearing, specifying both the title of the document and the file name of the document;
c. its amended application using the form in Appendix E of the Rules, specifying the relief sought, all grounds relied on, and listing all documents and evidence in addition to those contained in the record of original proceeding that Internet Sciences seeks to rely on at the hearing of the application; and
d. either an application record complying with Rule 21 of the Rules comprised of the amended application and all documents and evidence, in addition to those contained in the record of the original proceeding that Internet Sciences intends or seeks to rely on at the merits hearing of the application, or a list of all documents and evidence previously filed in addition to those contained in the record of the original proceeding and any other documents and evidence filed simultaneously with the amended application that will be relied upon or that Internet Sciences seeks to rely upon at the merits hearing of the application, specifying both the title of the document and the file name of the document;
3. by no later than 4:30 p.m. on December 8, 2025, CNSX shall serve and file its responding motion record if any, with respect to the Motions, complying with Rule 21 of the Rules;
4. by no later than 4:30 p.m. on December 10, 2025, Internet Sciences shall serve and file its written submissions on the Motions, complying with Rule 31 of the Rules;
5. by no later than 4:30 p.m. on December 15, 2025, CNSX shall serve and file its responding written submissions on the Motions, complying with Rule 31 of the Rules;
6. by no later than 4:30 p.m. on December 19, 2025:
a. Internet Sciences shall serve and file its reply written submissions on the Motions, if any, complying with Rule 31 of the Rules; and
b. the Ontario Securities Commission shall serve and file its written submissions on the Motions, if any, complying with Rule 31 of the Rules;
7. the hearing with respect to the Motions shall commence on January 9, 2026 at 10:00 a.m. by videoconference, and shall continue on January 12, 2026, commencing at 10:00 a.m. or as may be agreed to by the parties and set by the Governance and Tribunal Secretariat;
8. by no later than 4:30 p.m. on January 23, 2026, Internet Sciences shall serve and file written submissions on the application, complying with Rule 31 of the Rules;
9. by no later than 4:30 p.m. on February 5, 2026, CNSX shall serve and file responding written submissions on the application, complying with Rule 31 of the Rules;
10. by no later than 4:30 p.m. on February 12, 2026, Internet Sciences shall serve and file reply written submissions on the application, if any, complying with Rule 31 of the Rules;
11. by no later than 4:30 p.m. on February 18, 2026, the Ontario Securities Commission shall serve and file written submissions on the application, if any, complying with Rule 31 of the Rules; and
12. the hearing with respect to the merits of the application shall commence on March 5, 2026 at 10:00 a.m. by videoconference, and shall continue on March 6, 2026, commencing at 10:00 a.m. or as may be agreed to by the parties and set by the Governance and Tribunal Secretariat.
CSA Staff Notice 13-315 (Revised) -- Securities Regulatory Authority Closed Dates 2026
December 4, 2025
We have a review system for prospectuses (including long form, short form and mutual fund prospectuses), prospectus amendments, pre-filings, and waiver applications. It is described in National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202).
Under NP 11-202, a filer that receives a receipt from the principal regulator will be deemed to have a receipt in each passport jurisdiction where the prospectus was filed. However, the principal regulator's receipt will only evidence that the Ontario Securities Commission (OSC) has issued a receipt if the OSC is open on the date of the principal regulator's receipt and has indicated that it is "clear for final". If the OSC is not open on the date of the principal regulator's receipt, the principal regulator will issue a second receipt that evidences that the OSC has issued a receipt on the next day that the OSC is open.
SEDAR+ is available around the clock on weekdays, including Canadian holidays. Occasionally, between 11:00 p.m. Eastern Time (ET) and 7:00 a.m. ET, system maintenance may be conducted. System maintenance is routinely conducted at various periods on weekends. SEDAR+ operates on ET, so a filing made between 00:00 ET and 23:59 ET will be considered filed on that day. When your prospectus-related filing deadline falls on a weekend or statutory holiday (closed date) for your principal regulator, the deadline moves to the next business day.
The following is a list of the closed dates of the securities regulatory authorities for 2026 and January 2027. Bracketed information indicates those jurisdictions that are closed on the particular date. Issuers should note these dates in structuring their affairs.
1. Saturdays and Sundays (all)
2. Thursday, January 1 (all)
3. Friday, January 2 (QC)
4. Monday, February 16 (BC, AB, SK, MB, ON, NB, PE, NS)
5. Friday, February 20 (YT)
6. Monday, March 16 (NL)
7. Friday, April 3 (all)
8. Monday, April 6 (all except AB, SK, ON, NL)
9. Monday, April 20 (NL)
10. Monday, May 18 (all)
11. Monday, June 22 (YT, NT, NL)
12. Wednesday, June 24 (QC)
13. Wednesday, July 1 (all)
14. Thursday, July 9 (NU)
15. Monday, July 13 (NL)
16. Friday, July 31 (SK)
17. Monday, August 3 (all except YT, QC, NL, PE)
18. Monday, August 17 (YT)
19. Friday, August 21 (PE)
20. Monday, September 7 (all)
21. Wednesday, September 30 (YT, BC, NT, MB, NU, NB, PE, NS and NL)
22. Monday, October 12 (all)
23. Wednesday, November 11 (all except AB, ON, QC)
24. Wednesday, December 23 (NT, NU)
25. Thursday, December 24 (NT, NU, QC)
26. Thursday, December 24 after 12:00 p.m. local time (NB, PE, NS), after 1:00 p.m. local time (YT, BC)
27. Friday, December 25 (all)
28. Monday, December 28 (all)
29. Tuesday, December 29 (NT, NU)
30. Wednesday, December 30 (NT, NU)
31. Thursday, December 31 (NT, NU, QC)
32. Thursday, December 31 after 12:00 p.m. local time (NB), after 1:00 p.m. local time (BC)
33. Friday, January 1, 2027 (all)
34. Monday, January 4, 2027 (QC)
Notice of Ministerial Approval of Amendments Relating to Well-known Seasoned Issuers
On October 27, 2025, the Ontario Minister of Finance approved the following amendments made by the Ontario Securities Commission (the Commission) to introduce an expedited shelf prospectus regime for well-known seasoned issuers in Canada:
• amendments to National Instrument 44-102 Shelf Distributions, and
• the repeal of Ontario Securities Commission Rule 44-503 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers
(together, the Final Amendments).
In connection with the Final Amendments, the Commission has also made changes to:
• Companion Policy 44-102CP to National Instrument 44-102 Shelf Distributions, and
• National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions
(together, the Final Changes).
The above material was published on August 28, 2025, in the Bulletin. See (2025), 48 OSCB 7305.
The text of the Final Amendments and the Final Changes is published in Chapter 5 of this Bulletin.
The Final Amendments and the Final Changes have an effective date of November 28, 2025.
Notice of Local Amendments to National Instrument 45-106 Prospectus Exemptions
December 4, 2025
On December 4, 2025, pursuant to section 143.4 of the Securities Act (Ontario), local amendments to National Instrument 45-106 Prospectus Exemptions came into force (the Local Amendments).
The Local Amendments were published in the Bulletin on September 25, 2025, at (2025), 48 OSCB 8026 and on the OSC website at www.osc.ca.
The text of the Local Amendments is published in B.5 of this Bulletin.
Notice of Correction -- TSX Inc. -- Proposed Amendments -- Notice of Approval
TSX Inc. ("TSX") is publishing this Correction to the Notice of Approval (the "Notice of Approval") that was published on November 27, 2025 to correct a clerical error as set out below.
Correction #1: Effective Date -- Page 1 of the Notice of Approval:
The Amendments will be implemented on January 26, 2026 2025.
[Editor's Note: The corrected Notice is republished in full in Chapter B.11 of this issue.]
OSC Notice 11-7101 -- Statement of Priorities -- Request for Comments Regarding Statement of Priorities for Fiscal Year 2026-2027
OSC Notice 11-7101 -- Statement of Priorities -- Request for Comments Regarding Statement of Priorities for Fiscal Year 2026-2027 is reproduced on the following internally numbered pages. Bulletin pagination resumes at the end of the Notice.
Each year the Ontario Securities Commission (OSC) delivers a Business Plan to the Minister of Finance and publishes it on its website. The Business Plan includes the priorities the Commission will undertake in the upcoming fiscal year in connection with the OSC's mandate, and the legislation that the OSC administers.
Before finalizing the annual Business Plan, the proposed priorities are published in the Statement of Priorities (SoP) for stakeholder comment.
This proposed SoP supports the OSC's commitment to be both effective and accountable in delivering on its mandate to provide protection to investors from unfair, improper or fraudulent practices; to foster fair, efficient and competitive capital markets and confidence in capital markets; to foster capital formation; and to contribute to the stability of the financial system and the reduction of systemic risk.
The proposed SoP for the fiscal year 2026-2027 has a 45-day comment period. The OSC will consider stakeholder comments and make any necessary revisions prior to finalizing and publishing its final 2026- 2027 priorities within the Business Plan for the fiscal years ending 2027-2029.
Comments
Any comments should be made in writing by January 12, 2026 and sent to:
Comments received will be posted on the OSC website at www.osc.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.
Content may be moderated so that all posts are respectful and professional.
Contents
Setting the stage for the year ahead |
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The environment |
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Proposed key priorities |
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Goal 1: Quickly deliver effective regulatory actions in anticipation of emerging Trends |
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Goal 2: Enhance the experience of individual investors |
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Goal 3: Dynamically right-size regulation informed by changing needs, risks, and practices in Ontario and globally |
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Goal 4: Implement a tougher and more visible response to capital markets misconduct |
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Goal 5: Foster conditions for capital formation and innovation in both public and private markets |
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Goal 6: Strengthen OSC's position as a trusted and influential voice in Canadian capital markets |
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Critical enablers |
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Ongoing initiatives and monitoring efforts |
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Looking ahead |
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Making Ontario's capital markets inviting, thriving and secure
The Ontario Securities Commission (OSC or the Commission) is pleased to present the proposed Statement of Priorities for the fiscal year 2026-2027 (SoP), for stakeholder feedback.
This proposed SoP supports the OSC's commitment to be both effective and accountable in delivering on its mandate to provide protection to investors from unfair, improper or fraudulent practices; to foster fair, efficient and competitive capital markets and confidence in capital markets; to foster capital formation; and to contribute to the stability of the financial system and the reduction of systemic risk. We remain committed to assessing our priorities in totality, in support of balancing all components of the OSC's mandate.
Our proposed priorities are guided by our 2024-2030 Strategic Plan (Strategic Plan) which sets our course for a six-year period and builds on the work that has been done in recent years to modernize and strengthen our organization. This year's SoP reflects only a snapshot of the initiatives we intend to undertake over the six-year life of the Strategic Plan.
Our proposed SoP also considers the rapidly evolving global political and economic environment. Developments such as the introduction of tariffs and deregulation in the U.S. are challenging market participants and contributing to significant market uncertainty. These shifts underscore the need for agility, timely and strategic responsiveness, and a sharpened focus on competitiveness. We have already taken measures this year to support companies if they choose to go public, to maintain a public listing, and to contribute to capital formation. We continue to identify opportunities to further support capital formation and enhance the competitiveness of Ontario and Canada's capital markets, while balancing investor protections.
In this dynamic landscape, our commitment to investor protection remains central -- not only with respect to individual interests, but also in supporting economic strength, growth opportunities, and enhanced outcomes across systems, markets and participants. Protecting investors means protecting the integrity and resilience of the broader financial ecosystem.
Enhancing competitiveness in Ontario and Canada is a top priority, and the urgency surrounding it calls for coordinated action and shared purpose. A coordinated approach across the country will be essential to navigating and positioning our markets for long-term success. We must also consider opportunities to enhance harmonization across jurisdictions, reduce interprovincial trade barriers, and right- size regulation to support proportionality, effectiveness and market responsiveness. These efforts will help unlock economic potential, reduce friction, and strengthen Canada's position in the global marketplace.
In addition to the priorities highlighted in our proposed SoP, this year's document also highlights several ongoing efforts that remain important to our strategic direction. These are initiatives that we continue to advance and monitor closely.
Looking ahead, we anticipate that new challenges and initiatives will emerge, particularly as market uncertainty persists. We will remain agile -- re-evaluating and/or reprioritizing our initiatives throughout the year, responding to developments, and strengthening and right-sizing our regulatory framework as we continue delivering on our mandate with clarity and impact.
Our vision of working together to make Ontario's capital markets inviting, thriving and secure, along with our ability to adapt and respond decisively will be critical to supporting a competitive and resilient marketplace.
The OSC operates in a complex and rapidly changing environment. Our ability to deliver on our mandate is influenced by various factors, such as economic conditions, geopolitical developments and technological advancements. We must monitor, assess, and quickly respond to changes in the markets we regulate while remaining attuned to developments in other sectors and jurisdictions that may impact Ontario's capital markets.
Our Strategic Plan identifies factors that will continue to shape our regulatory environment over the coming years. Below are some of the relevant developments that we have considered in preparing this SoP.
The economic environment presents several potential challenges for financial market regulators in Canada. Modest growth and heightened uncertainty can increase the likelihood of shifts in market confidence. Labour markets face strains from trade disruptions, automation and immigration. The financial pressures created by such trends and changing borrowing costs and credit conditions may expose vulnerabilities in highly-leveraged firms and households, emphasizing the need for regulators to monitor systemic risk and protect investors from potential cascading firm failures. The OSC actively considers areas of potential systemic risk through data analysis, industry engagement and dialogue with other financial regulators in Canada and internationally.
Trade tensions have exposed the risks to business costs and capital raising. Firms have had to carefully navigate these changing economic conditions. The upcoming 2026 CUSMA review is an additional source of uncertainty that, depending on the outcome, may further deter investment. For regulators, this creates challenges in maintaining fair, efficient, and competitive markets when issuers face headwinds in raising capital and investors encounter reduced opportunities.
In an increasingly multi-polar world, the geopolitical landscape remains a significant source of uncertainty for Canadian firms and investors. Regional conflicts -- both military and economic -- threaten national security, supply chain resilience, energy security and the information ecosystem, potentially creating risks that can quickly spill over into capital markets. For a trade-dependent economy like Canada, the growing tendency toward protectionism across the world heightens vulnerability, particularly in relation to foreign policy shifts on trade, investment, and competition.
For regulators, this uncertainty underscores the importance of international collaboration. Participation in global forums including the International Organization of Securities Commissions (IOSCO) will be critical to aligning Canada's regulatory approach with evolving international standards, and promoting the resilience of domestic markets in the face of shifting global dynamics.
Rapid technological change continues to reshape financial markets and the valuation of firms. Artificial intelligence, blockchain, and other innovations are being applied across the value chain -- from investment advice and portfolio construction to trading and settlement -- with the potential to improve efficiency and expand service offerings. At the same time, these technologies present an evolution of risks related to privacy, accountability, investor protection and cybersecurity.
The evolution of crypto markets is particularly significant. Firms are integrating digital assets into treasury holdings and experimenting with tokenization of money market funds, equities, and debt instruments. While these developments may unlock new sources of liquidity and diversification, they also create the potential for risks to spill- over between traditional and decentralized finance. Value-referenced Crypto Assets (VRCAs or stablecoins) and the dominance of USD-denominated on-chain assets could cause a shift in investment patterns away from Canadian markets, with implications for competitiveness and capital allocation. Notably, crypto-related activity accounts for a significant share of investor complaints received by the OSC, underscoring ongoing consumer protection concerns.
To foster effective oversight in this environment, regulators are looking to integrate new technologies into their own practices. The OSC is actively evaluating and implementing approaches to leverage AI and other innovations to strengthen oversight, improve efficiency, and support responsible innovation across Canada's capital markets.
Ontario's investor community is diverse, including a variety of segments with distinct needs and risk profiles. The OSC recognizes that tailored approaches to financial advice, education, and avenues for redress could support improved investor outcomes.
Against this backdrop, investors are also seeking opportunities across a complex investing environment shaped by product innovations, global economic uncertainty and demographic change. The OSC conducts research to better understand investor behaviours and issues and reflect their needs in our policy making and outreach support.
Innovation in financial products continues to broaden investor access. Exchange- traded funds are increasingly being used to provide exposure to complex or traditionally inaccessible assets or investment strategies. Proposals for long-term asset funds are aimed at extending retail investor access to private equity, infrastructure, and real estate investment opportunities.
The landscape of risks and opportunities facing the OSC is always changing. The OSC works to anticipate and manage these risks to Ontario's capital markets and quickly deliver regulatory actions.
We will continue to build a trusted and influential presence and lead the conversation as businesses, investors and regulators look to understand new risks and opportunities. Guided by our strategic goals for 2024-2030, the OSC will promote an operating model and structure that builds our credibility as an innovative, modern, and agile regulator.
Effective cooperation and coordination with other agencies and across jurisdictions are key to consistent standards and practices while addressing common challenges. The OSC contributes to and shapes policy discussions among domestic and international counterparts on issues relevant to our regulatory remit to promote regulatory coherence. Increased globalization of financial activity elevates the risk of bad actors operating across borders, while interconnected markets mean that vulnerabilities in one region can quickly ripple through to others, raising concerns about systemic risks.
The vast majority of OSC staff and resources are committed to delivering our fundamental core regulatory operations, and providing stability, transparency, and continuity in the regulation of Ontario's capital markets. The OSC Business Plan, which we will publish in Spring 2026, will include further detail on our core regulatory activities.
This SoP sets out the OSC's proposed key priorities for fiscal 2026-2027, in addition to our core regulatory operations. Our key priorities over the next four years will be informed by our six strategic goals outlined in our Strategic Plan. While our priorities are listed under the Strategic Plan goal they most closely align with, various priorities may advance multiple Strategic Plan goals, showing how our work can drive impact across several areas.
Several of the key priorities in this SoP are multi-year initiatives continuing from the previous fiscal year. As initiatives are completed or move to the implementation phase, they are no longer reflected as key priorities but will continue as part of our core regulatory and operational work.
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Goal 1 as outlined in our Strategic Plan
To support growth, integrity and resilient capital markets against a backdrop of accelerated change, we need to stay ahead of critical developments and respond quickly to address immediate risk of harm to investors and markets, while we develop a more comprehensive response.
By implementing a systematized approach to identifying, assessing, and responding to trends, we will become more proactive and improve our ability to anticipate developments and act decisively. To provide protection in a timely manner, we will manage the risks of acting on incomplete information with increased transparency, agility, and iterative methods.
As we think of the range of regulatory actions, we believe that influence, advocacy, collaboration, and education will complement our traditional policy- driven approach. We will have rich, deep, and meaningful engagement with various stakeholders, to share research and intelligence but also to influence outcomes in adjacent jurisdictions.
Our efforts in this area will be guided toward the following target outcomes:
1. Emerging trends in capital markets are regularly identified and analyzed
2. Timely decisions are made on appropriate regulatory responses to new developments in the market
3. Regulatory certainty fosters prudent innovation in Ontario
4. Investor losses related to underappreciated risks involving new trends are minimized
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1. Building on our OSC-wide cross-disciplinary approach to artificial intelligence (AI), we will:
• Actively engage stakeholders through workshops to consider whether regulatory action can support innovation and the responsible use of AI systems.
• Build on the responses received to Staff Notice and Consultation 11-348 Applicability of Canadian Securities Laws and the use of Artificial Intelligence Systems in Capital Markets, including modernizing regulation in the face of increased use of AI systems in areas such as the provision of advice. We will collaborate with policy makers and standard setters domestically and internationally to align regulation in areas such as disclosure of the use of AI systems and governance practices.
2. Our focus on crypto asset trading platforms (CTPs) will include the following efforts:
• Continue to work with the Canadian Investment Regulatory Organization (CIRO) and CTPs as they transition to investment dealer registration and CIRO membership.
• Assess crypto-related businesses based on their characteristics and the functions they perform and consider appropriate regulatory treatment if those functions are similar to those of other regulated entities.
• Consider and test business models that involve offering loans collateralized by crypto assets and collect data and insights from the platforms to inform policymaking.
• Monitor financial asset tokenization use cases and engage with stakeholders to understand the impact of tokenization, including on the potential to drive efficiency gains and expand the availability of financial products and services.
3. Leveraging our enhanced horizon-scanning capabilities, we have identified certain emerging trends that warrant further exploration. This work includes studying the opportunities, risks and potential impact of quantum computing on capital markets. Additional research papers will be published throughout the year as new trends emerge.
4. We will respond to the growing use of social media and other platforms by registrants and non-registrants, such as finfluencers, to engage retail investors. Reliance on finfluencers may pose risks such as misleading information, promotion of higher-risk or complex products, undisclosed conflicts of interest and unregistered advising activity. Raising awareness of applicable securities laws among finfluencers, issuers and investors can help mitigate these risks.
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Goal 2 as outlined in our Strategic Plan
At the heart of this goal is building confidence in capital markets as a driver of growth and a means of economic opportunity for a broad range of investors. Investor protection is critical to our work and our mandate, and a crucial part of the overall investor experience. A positive and engaging investor experience underpins vibrant and growing capital markets. By placing a more deliberate and targeted focus on the specific needs of different types of investors, we can help to facilitate their engagement with capital markets and support them in navigating the increasingly complex investing landscape.
Different segments of the investor community are facing unique risks, challenges and opportunities. As a forward-looking regulator, we will apply a tailored investor protection approach to addressing the concerns for different segments of the investor community.
Investor outreach, through direct and partner channels, especially for underserved communities, will be a key pillar of our strategy. In addition, behavioural science will continue to support our policies and programs aimed at enhancing investor protection in the face of evolving threats and supporting investors in making informed choices.
Our efforts in this area will be guided toward the following target outcomes:
1. Investors are positioned to make better life-cycle investment decisions
2. A robust investor redress system is in place
3. Investors and advisors have a better understanding of financial and securities markets
4. Regulatory and structural barriers to efficient investing are minimized
5. Investor harm is reduced
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1. Advance opportunities for investors to obtain redress, including:
• Finalizing a fair, accessible and efficient regulatory framework for an independent dispute resolution service, subject to government approval, expected to be the Ombudsman for Banking Services and Investments, to make binding compensation decisions, together with an enhanced regulatory oversight regime that is commensurate with binding authority.
• Operationalizing the disgorgement framework that came into force on September 1, 2025.
2. Building on our understanding of individual investor challenges and opportunities, developed through our investor segmentation and risk assessment research, we will develop and adapt new and existing programs, which may include educational efforts, outreach activities, partnerships, and other strategic activities. We will also conduct further studies into priority investor segments to address gaps.
3. Further to the results of our Bank-Owned Dealer Sales Practices review published in 2025, we are working through compliance examinations to understand sales practices in place at certain bank-affiliated mutual fund dealers and to assess how they may impact the behaviour of mutual fund dealing representatives, as well as investors. We also want to understand the controls the dealers have in place to address any material conflicts of interest arising from the sales practices (including the compensation, incentives and scorecards) and experiences of sales pressure. This work will inform our consideration of whether further action is required, including whether additional rules or guidance are necessary in the use of titles and how dealing representatives hold themselves out to investors.
4. We will apply behavioural science across both policy and non-policy areas to drive evidence-based and human-centered insights, prioritizing high-impact areas such as investor education and outreach. We will also work to embed behavioural science early so that it is incorporated in the development stages of new policy and other actions. We will continue to conduct and publish behavioural science research in topical areas.
5. We continue to monitor and oversee CIRO's work on reducing barriers for seamless account transfers, including comments received in connection with CIRO's July 10, 2025, publication.
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Goal 3 as outlined in our Strategic Plan
For businesses to thrive in Ontario, they need regulation that is proportionate and appropriate depending on their size, stage of development and type of business, and one that is current, relevant, and easy to navigate. As the OSC and other global regulators and standard setters respond on multiple fronts to increasing complexity and change, we must ensure that all elements of our regulatory framework remain consistent, risk-informed, and relevant.
By implementing a systematic approach to continually reviewing our regulations for proportionality and relevancy, we will ensure continuous modernization of our regulatory actions without sacrificing fundamental investor protections.
We aim to fulfill our mandate in a way that protects investors and market integrity while still enabling capital markets the freedom to perform their function of allocating capital to suitable opportunities.
As markets become more complex, technology-driven and globally integrated, it is a challenge to guard against emerging risks while keeping regulatory compliance manageable for market participants. We need to consider our actions carefully to ensure capital markets remain competitive and informed by broader forces and regulatory trends.
We will also examine the roles and interactions among Canadian regulatory authorities overseeing capital markets to support optimal allocation of responsibilities and a streamlined experience for Ontario's businesses and investors.
Our efforts in this area will be guided toward the following target outcomes:
1. The Ontario market is more attractive to diverse groups of businesses and investors
2. Regulatory actions are effectively assessed for appropriateness, effectiveness and competitiveness
3. Undue burden for market participants is reduced
4. The OSC plays a leading international role influencing the global regulatory agenda and outcomes to align with the needs of Ontario's capital markets
5. The OSC responds more effectively and competitively to international and cross-border developments that impact the capital markets
6. Regulatory responsibilities are optimally allocated between the OSC and other regulators, including CIRO
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Reducing regulatory burden, enhancing harmonization, and lowering interprovincial trade barriers are critical to supporting capital formation and enhancing competitiveness in our markets. Right-sizing regulation and enabling easier market entry will help Ontario and Canadian businesses to start, grow and innovate while giving investors protection, confidence, and transparency they need to make informed investment decisions.
To enhance harmonization and reduce interprovincial trade barriers within Canada, we are exploring opportunities to:
1. Harmonize prospectus exemptions among jurisdictions such as the self- certified investor exemption recently evaluated through OSC TestLab. (Also refer to Goal 5)
2. Enhance efficiency and drive improvements in our internal processes, with a strong focus to foster harmonization across the CSA wherever possible, to maximize collective effort.
To further enhance harmonization internationally, we will:
3. Continue to secure and explore agreements with jurisdictions outside North America to enhance market access and capital formation for Canadian companies.
To reduce burden and support regulation that is right-sized, we will:
4. Monitor the proposed implementation of the semi-annual reporting pilot project published on October 23, 2025, allowing certain eligible venture issuers to provide semi-annual reporting rather than quarterly. The CSA also intends to engage in a broader rule-making project related to voluntary semi- annual reporting.
5. Publish final amendments to streamline periodic disclosure requirements for non-investment fund issuers.
6. Review the current criteria for distinguishing between venture and non-venture issuers to assess whether these distinctions remain appropriate under securities law and identify ways to further tailor requirements for issuers in different tiers. We will consult with stakeholders as part of the broader consultation paper noted in Goal 5 (#5).
7. We will continue work to develop a proof of concept for a new machine-readable data set of our regulatory framework to enhance stakeholder access, searchability and to help users better understand linkages between regulatory instruments, making it easier to apply requirements. By categorizing and labeling statutes, regulations, rules and policies, this initiative enables faster, more accurate compliance.
8. Review and assess the Act and the rules under the Act for outmoded and less relevant provisions to strengthen our framework so it is current, relevant, and effective.
Other key priorities to advance this goal:
9. To leverage the pan-Canadian regulatory framework, we will continue our work to re-align certain functions between OSC and CIRO. In particular, we will delegate additional registration responsibilities, to promote improved and streamlined regulation, better allocation of resources across the regulatory ecosystem, and enhanced investor protection. In parallel, we will conduct direct examinations of CIRO member firms.
10. Issuers are required to disclose material climate-related risks affecting their business under existing securities legislation. We will assess compliance with these existing disclosure requirements as well as deepen our understanding of the current state of climate-related disclosure practices in Canada. We will also consider stakeholder feedback on the adequacy of existing safe harbour provisions and other civil liability protections under securities laws for issuer misrepresentations in climate-related disclosures. We will actively monitor domestic and international regulatory developments.
11. To advance a regulatory framework that is appropriate for the sustained growth and innovation in the exchange-traded fund (ETF) industry, we will consider the stakeholder feedback received in response to our consultation paper and assess whether potential enhancements to the existing regulatory framework for ETFs are warranted. We will also examine emerging issues and trends related to Canadian and foreign ETFs distributed in Ontario.
12. To advance access to disclosure models for non-investment fund and investment fund issuers, we will:
• Publish final amendments to implement an access model for annual financial statements, interim financial reports and related management's discussion and analysis that is appropriate for non-investment fund issuers.
• Work with key stakeholders and republish for comment proposed amendments to an appropriate access model specific to investment fund issuers.
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Goal 4 as outlined in our Strategic Plan
With fast-paced changes in technology and financial innovation come increased opportunities for sophisticated and far-reaching financial misconduct. To safeguard investor confidence, now more than ever regulators need to demonstrate that they have the tools and the capabilities to identify and deal with wrongdoing, including securities fraud.
Our ability to effectively address misconduct underpins key areas of our work including investor protection, market transparency and efficiency, and systemic risk prevention. To protect against future threats, we need to foster innovative ways of strengthening every aspect of our enforcement-related activities, from detection and deterrence through to sanctions and collections.
Our efforts in this area will be guided toward the following target outcomes:
1. Serious financial crimes are prosecuted vigorously
2. The number of impactful proceedings is increased
3. The OSC's reputation as an effective enforcer is enhanced, including on novel or sophisticated files
4. Improved regulatory compliance and deterrence of misconduct in both private and public markets
5. The OSC's collection rate is increased
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1. We will exhibit tougher enforcement by responding to warning signs and potential disruptions to protect investors and maintain market integrity.
Our efforts will prioritize cases involving fraud, securities violations involving crypto assets, abuse/insider trading/tipping, recidivists, unscrupulous property investment schemes, misleading financial and non-financial disclosures, misleading and false promotional statements, and registrant misconduct. We will also strengthen our enforcement approach through the following actions:
• Conduct our work in a way that increasingly enables fraud cases to be addressed through criminal charges against individuals who commit investment fraud.
• Allocate enforcement resources prudently to advance our mandate effectively and efficiently while obtaining outcomes consistent with our intended regulatory objectives.
• To improve timeliness and better manage the volume of investor complaints received, we will refine our internal processes to enable earlier and more efficient responses.
2. We will sharpen our focus on disruption of online investment fraud/scams and will take the following steps to strengthen our approach:
• Advance our strategies and tools, including enhancing our ability to proactively identify cases, including investment fraud and market abuse cases.
• Work closely with law enforcement authorities and other partners on joint investigative efforts.
• Develop a public communication plan focused on enforcement, aimed at raising public awareness of scams/online harm, enforcement cases, and awareness of the whistleblower program.
3. To support our commitment to tougher enforcement and foster collaboration that advances our broader enforcement objectives, we will continue to expand existing -- and build new -- domestic and international relationships with other regulators and law enforcement agencies. These relationships will be strengthened through the exchange of knowledge and capabilities, timely information sharing to advance investigations, and collaboration with partners to identify and understand emerging types of fraud impacting our financial markets.
4. The optimization of existing and adoption of new technologies continues to be critical in the delivery of our enforcement mandate. To advance this work, we will take the following actions:
• Continuously monitor emerging technologies and strategically adopt innovative tools, technologies, and data sources.
• Explore the use of AI to enhance our ability to support complex investigations, disrupt harmful activity, identify and recover assets and streamline internal processes.
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Goal 5 as outlined in our Strategic Plan
As the Ontario government works to ensure Ontario remains one of the leading financial markets globally, we will continue to monitor capital formation trends and flows and ensure that the regulatory environment is supportive of innovation and growth.
Fostering a competitive environment that encourages investment and is welcoming to new products, services and methods is one of the ways we can help enable the conditions for economic growth in Ontario. We want to attract big thinkers and exciting ideas to our market, and we must meet them with flexibility, a willingness to engage, and an openness to adopting new ways of regulating.
While the Canadian capital markets ecosystem is one of the most developed globally, we will work with industry and other regulators to identify areas where regulatory actions can facilitate further efficiency and modernization, building upon Ontario's competitive advantages.
Our efforts in this area will be guided toward the following target outcomes:
1. Businesses in Ontario are enabled to raise more capital to meet their needs for growth
2. The business environment in Ontario is even more attractive for firms and investors
3. Financing availability is improved at all stages of business growth across the private and public markets
4. Investment opportunities are expanded for a wide range of investors
5. A strong finance ecosystem is developed for select growth business sectors
6. Confidence in the Canadian market ecosystem is a global competitive advantage
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To support and encourage capital formation in both private and public markets while protecting investors, we will:
1. Use regulatory testing through OSC TestLab to promote innovation and foster capital formation. We will continue to run existing initiatives (self-certified, angel investors and early-stage registration) that support early-stage capital raising through to April 2027, including consideration of potential next steps. We will also conduct further research and evaluation of early-stage capital formation strategies for targeted intervention and improvement.
2. Continue to increase awareness, drive engagement and participation in consultations, pilots and experiments designed to improve access to capital, including through OSC TestLab and LaunchPad. We will seek feedback from stakeholders throughout the capital-raising ecosystem, evaluate new and existing initiatives, and consider future policymaking around marketing and deal discovery, capital formation structures and investor capacity.
3. Report on research findings relating to priority growth sectors and make recommendations about how to address financing gaps along the public- private continuum. We will continue to collaborate with government, external stakeholders, and thought leaders to identify targeted interventions or policy changes that address financing gaps, to support capital formation in Ontario's priority growth sectors.
4. Publish proposed harmonized rules for comment to determine whether rule amendments are required to codify the four coordinated blanket orders published in April/May 2025 to support companies going public, to maintain a Canadian listing and to contribute to capital formation.
5. Conduct a broader consultation paper on modernizing the regulation of non-investment fund issuers including reducing the length of hold periods for securities issued under prospectus exemptions and testing the waters for prospectus offerings.
6. Assess potential ways to support investors seeking to invest in Canadian public companies.
7. Assess comments received on the publication of the proposed multilateral rule for the self-certified investor prospectus exemption and associated blanket order and develop a final rule.
8. Finalize assessment of policy recommendations based on industry committee feedback following the consultation paper on access to real time market data (RTMD) and initiate the next phase of work to improve fairness and transparency in access to RTMD for retail investors.
9. Execute OSC's long term asset fund LaunchPad initiative and monitor and evaluate insights from staff outreach and engagement with industry and investor advocates. We will work with key stakeholders to respond to potential obstacles, such as access to distribution channels. In addition, we will assess the benefits of codifying and expanding an interval fund regime, based on existing interval fund products already in the market.
10. Finalize rule amendments to prohibit short sellers from covering short positions with new stock issued in connection with a public offering or private placement.
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Goal 6 as outlined in our Strategic Plan
To effectively deliver on our mandate in a rapidly changing environment, the OSC will augment our traditional policy-based regulatory approach with increased focus on influence, advocacy, and education. We will continue to build a trusted and influential presence and lead the conversation as businesses, investors and regulators grasp new risks and opportunities.
In our information-driven world in which many sources compete for attention and misinformation spreads quickly, we must ensure that our voice is heard clearly above the noise. Our unique function in the marketplace provides us with valuable data and insights that, when communicated effectively, can benefit our stakeholders and lead to better outcomes.
As such, we are committed to increasing our thought leadership, collaboration, and market presence to become a greater source of impartial information and learning for investors and other capital markets participants.
We will invest in developing insights and perspectives that will support investors and market participants in seamlessly navigating Ontario's capital markets. Additionally, we will engage with market participants and investors through channels that resonate and share our knowledge and perspectives in consumable formats.
Our efforts in this area will be guided toward the following outcomes:
1. The OSC is viewed as an authoritative source of information on risks and best practices in capital markets
2. The OSC influences opinions, behaviours, and policies within its regulatory purview and across the financial regulatory spectrum
3. Increased compliance through enhanced awareness of OSC rules and other regulatory requirements
4. Investors, advisors, and market participants demonstrate knowledge and understanding of risks and opportunities in capital markets
In an environment marked by uncertainty and an intensified focus on competitiveness, our presence as a trusted and influential voice in Canada's capital markets is more critical than ever. We are committed to strengthening our leadership role to drive outcomes aligned with our strategic plan.
We will explore new methods to meaningfully engage stakeholders, increase collaboration with our government and regulatory partners, and seek to expand our influence in Canada and internationally.
Domestically, we will pursue enhanced information-sharing and collaboration with federal authorities, prioritizing data gaps that pose risks to capital markets.
Internationally, we will seek to enhance the OSC's strong and respected voice within IOSCO, the global standard setter for the securities sector and the primary forum for international regulatory collaboration. Through the CEO's membership on the IOSCO board, we will influence the direction and governance of IOSCO and its priority workstreams that impact capital markets regulation globally. We will leverage the OSC's presence on Board-level task forces and participation on all major IOSCO committees to influence international policy and standard setting and to inform our policy work at home. Our leadership roles on IOSCO include chairing the committee on Issuer Accounting, Audit and Disclosure and serving as vice chair of the Diversity Network for the Inter-American region. Previously, the OSC also co-led the green finance innovation workstream of the Sustainable Finance Taskforce.
The OSC's internationally respected reputation reinforces confidence in Ontario's capital markets and supports the growth of investment and registrant activity. Building on this foundation, we will continue to explore opportunities to strengthen regulatory collaboration and enhance market access and capital formation with jurisdictions internationally.
Underpinning these actions will be the continued enhancement of our thought leadership capability to facilitate regulatory innovation, build trust with our stakeholders, and drive the conversation on key issues in support of our mandate. We will identify and publish papers on key emerging trends, using our insights to inform market practices, policy development and influence regulatory outcomes. By actively leading and contributing to global conversations on the future of the capital markets, we will strengthen our position as a strategic enabler and authority on market integrity, innovation, and public trust.
We will be vocal on issues connected to our mandate, using a variety of public forums and channels to share the OSC's perspective and facilitate public discourse. We will identify priority organizations and issues through which to connect with key stakeholders and enhance our visibility, leveraging the diverse expertise of OSC leaders and subject matter experts.
To successfully deliver on the initiatives supporting our strategic goals outlined above, the OSC needs a strong operating foundation. An effective and agile operating model, strong digital capabilities, flexible talent strategy and sustainable financial resources have been identified as critical enablers of strategy execution. These are foundational to the implementation of our Strategic Plan and represent cross-organizational initiatives that will improve and support our internal operations.
We have identified the following areas of focus to support our priorities:
• We will continue to enhance our digital, data and technology capabilities to support the OSC's strategy and increase our operational efficiency and regulatory effectiveness. This includes leveraging AI to transform how we regulate -- such as supporting enforcement activities and other compliance- driven processes -- and to enhance our operational effectiveness and efficiency, enabling us to deliver on our strategic business outcomes.
• We will continue to evolve our talent strategy to ensure the attraction and retention of productive and engaged talent with the expertise required to deliver against key priorities and the Strategic Plan.
• We will continue to strengthen enterprise-wide processes that support our operating model. This includes fostering a culture of collaboration, agility, innovation and resilience, and transforming the way we work to consistently deliver on our outcomes.
In addition to the proposed priorities above, we will continue to monitor, advance and/or support the following initiatives, and will take appropriate action as developments unfold.
Crypto |
Client focused reforms |
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Work collaboratively with other Canadian regulators and agencies to enhance a hybrid regulatory framework for Value Referenced Crypto Assets (VRCAs), while taking into consideration domestic and international developments on the subject. |
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Continue to assess if Client Focused Reforms (CFRs) are achieving their intended outcomes and objectives, including evaluating if the current Know Your Product (KYP) standards may contribute to limited product shelves. We will also consider whether any additional policy measures should be explored. |
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Continue to review proposals to launch additional VRCA products in Canada as per published guidelines. |
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Non-tailored advice |
Older and vulnerable investors |
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Continue to work with CIRO to monitor order execution only firms that provide non-tailored advice to meet the needs of Do-It-Yourself investors following CIRO guidance in this area and consider whether any additional regulatory action is necessary |
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Our work on older and vulnerable investors will focus on gathering data from firms on their use of tools and guidance and developing recommendations to enhance their effectiveness. |
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Diversity |
Action plan for Truth and Reconciliation |
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We are actively monitoring regulatory developments, domestically and internationally, relating to diversity disclosures, along with the disclosure practices of non-venture (TSX-listed) issuers. |
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Following publication of our draft inaugural Action Plan for Truth and Reconciliation in July 2025, we will begin implementing the commitments highlighted in the plan. We will also continue to engage Indigenous communities and organizations on issues relevant to Indigenous participation in capital markets, incorporating their perspectives into our regulatory work. |
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Exempt market dealers in selling groups |
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We will obtain feedback on CSA Coordinated Blanket Order 31-930 Exemption to Allow Exempt Market Dealer Participation in Selling Groups in Offerings of Securities Under a Prospectus. |
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We encourage stakeholders to submit written comments on our proposed SoP. Following a review of the comments, any revisions will be incorporated into the final priorities, where appropriate, which will be published as part of the OSC Business Plan in the Spring of 2026.
Notice of Coming into Force of Amendments to Multilateral Instrument 13-102 System Fees
December 4, 2025
On November 28, 2025, amendments to Multilateral Instrument 13-102 System Fees (the Amendments) came into force under the Securities Act. The Amendments introduce an updated system fee regime with annual increases in system fees over a 5-year period.
The Amendments were published in the Bulletin on July 10, 2025 and on the OSC website at www.osc.ca.
The text of the Amendments is published in B.5 of this Bulletin.
C.S.T. Savings Inc. and Canadian Scholarship Trust Founders' Plan
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the plan is not reporting issuer under applicable securities law -- relief granted.
Securities Act, R.S.O. 1990, c. S.5, as am., s.1(10)(a)(ii).
November 21, 2025
The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of the Plan, for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Plan has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) 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, British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon Territory.
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 Plan 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 Plan, 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 Plan, 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 Plan has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Plan is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
Application File #: 2025/0634
SEDAR+ File #: 6349995
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 a reporting issuer and in compliance with its continuous disclosure obligations; the issuer has convertible securities that are beneficially owned by more than 50 persons; the convertible securities are exercisable for securities of the acquirer or redeemable based on the value of the shares of the acquirer; 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.
National Policy 11-206 Process for Cease to be Reporting Issuer Applications -- Application by issuer for a decision that it is no longer a reporting issuer in the jurisdictions -- issuer has more than 15 securityholders in a jurisdiction and more than 51 securityholders worldwide that hold warrants exercisable into securities of the public acquirer -- holders of outstanding securities no longer require public disclosure in respect of the issuer -- relief granted.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act R.S.O. 1990, c. S.5, s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 508
November 19, 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, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, Saskatchewan, and Yukon; 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 was incorporated under the Business Corporations Act (British Columbia) (the BCBCA);
2. the Filer's head office is located in Vancouver, British Columbia;
3. the common shares in the capital of the Filer (the Filer Shares) traded on the TSX Venture Exchange (the TSXV) under the symbol "SSVR" and were quoted on the OTCQX under the symbol "SSVFR" and on the Frankfurt Stock Exchange under the symbol "48X"; 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) 151,478,176 Filer Shares;
(b) stock options exercisable to acquire 9,847,500 Filer Shares (the Filer Options); and
(c) common share purchase warrants exercisable to acquire Filer Shares, comprised of:
(i) common share purchase warrants exercisable to acquire 6,445,187 Filer Shares at a price of $1.20 per Filer Share;
(ii) common share purchase warrants exercisable to acquire 773,423 Filer Shares at a price of $0.80 per Filer Share;
(iii) common share purchase warrants exercisable to acquire 8,103,750 Filer Shares at a price of $0.55 per Filer Share;
(iv) common share purchase warrants exercisable to acquire 1,182,238 Filer Shares at a price of $0.40 per Filer Share;
(v) common share purchase warrants exercisable to acquire 1,624,000 Filer Shares at a price of $0.25 per Filer Share; and
(vi) common share purchase warrants exercisable to acquire 14,600,138 Filer Shares at a price of $0.36 per Filer Share;
(collectively, the Filer Warrants);
5. to the best of the Filer's knowledge and belief, upon due diligence searches conducted with the Filer's transfer agent and Broadridge Financial Solutions Inc., the Filer was able to ascertain the residence of 226 beneficial holders of Filer Warrants, of which 55 are in British Columbia, 14 are in Alberta, 57 are in Ontario, 7 are in Quebec, 1 is in New Brunswick and 92 are outside of Canada;
6. under the terms and conditions of an arrangement agreement dated May 12, 2025 between the Filer and Silver47 Exploration Corp. (Silver47), effective at 5:49 a.m. (Pacific Time) on August 1, 2025 (the Effective Time), Silver47 acquired all of the issued and outstanding Filer Shares by way of a statutory plan of arrangement under the BCBCA (the Arrangement);
7. Silver47 is a corporation existing under the BCBCA, and its authorized share capital consists of an unlimited number of common shares (the Silver47 Shares), which are listed on the TSXV under the symbol "AGA" and are quoted on the OTCQX under the symbol "AAGAF";
8. the notice of special meeting of holders of Filer Shares (the Voting Filer Securityholders) and management information circular dated June 12, 2025 was delivered to the Voting Filer Securityholders entitled to vote at the special meeting of the Voting Filer Securityholders that took place on July 24, 2025 to consider the Arrangement;
9. under the Arrangement:
(a) Silver47 acquired all of the Filer Shares;
(b) all Filer Options were exchanged into stock options of Silver47 to acquire Silver47 Shares; and
(c) all Filer Warrant holders became entitled to receive, and Silver47 became obligated to provide, upon exercise of such Filer Warrants, such number of Silver47 Shares that the holders would have been entitled to receive if the holders had exercised their Filer Warrants immediately prior to the Effective Time;
10. the Filer is not required to remain a reporting issuer in any jurisdiction under any contractual arrangement between the Filer and the holders of the Filer Warrants, and no consents or approvals were required from the holders of the Filer Warrants;
11. the Filer Warrants do not provide the holders thereof with voting rights in respect of Silver47;
12. in connection with the Arrangement, additional Silver47 Shares were authorized for issuance upon exercise of the Filer Warrants;
13. immediately upon the completion of the Arrangement, the Filer became a wholly-owned subsidiary of Silver47;
14. the Filer Shares were delisted from the TSXV, the OTCQX marketplace in the United States of America and the Frankfurt Stock Exchange on August 5, 2025;
15. Silver47 is a reporting issuer in each of the provinces and territories of Canada, and as such, Silver47 is subject to the continuous disclosure requirements that are relevant to holders of Filer Warrants, as such holders are entitled to receive Silver47 Shares upon exercise of such securities;
16. Silver47 is not in default of securities legislation in any jurisdiction;
17. the Filer is not an OTC issuer as that term is defined under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
18. the Filer has no intention to seek public financing by way of an offering of securities;
19. no securities of the Filer, including any debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
20. the Filer is 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;
21. the Filer is not in default of securities legislation in any jurisdiction;
22. the Filer cannot rely on the exemption available in section 13.3 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) for issuers of exchangeable securities because the Filer Warrants are not "designated exchangeable securities" as that term is defined under NI 51-102;
23. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) because the securities of the Filer, namely the Filer 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;
24. the Filer is not eligible to use the modified procedure under NP 11-206 because, among other things, the Filer is not organized or incorporated in a foreign jurisdiction; and
25. 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 #:2025-0538
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up to date -- cease trade order revoked.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
November 25, 2025
1. Biomind Labs Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on April 4, 2025.
2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.
3. The Issuer has filed the continuous disclosure documents required under the Legislation.
4. Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
5. This decision is based on the following facts represented by the Issuer:
(a) The Issuer was incorporated under and is governed by the Business Corporations Act (Ontario).
(b) The Issuer's head office is located at Pando Science and Technology Park, Comino Saravia s/n, Cp 91.000 Pando, Canelones, Uruguay.
(c) The Issuer is a reporting issuer in the provinces of British Columbia, Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan and Yukon (the Reporting Jurisdictions).
(d) The Issuer's authorized capital consists of an unlimited number of common shares. As of November 18, 2025, 77,571,773 common shares are issued and outstanding.
(e) The Issuer's common shares are listed for trading on Cboe Canada (Cboe) under the symbol "BMND", as well as on the OTC Markets under the symbol "BMNDF" and on the Frankfurt Stock Exchange under the symbol "3XI". The common shares remain suspended on the Cboe and Frankfurt Stock Exchange, as of the date hereof. The common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.
(f) The Issuer intends to apply to Cboe to lift the suspension of its common shares as soon as the FFCTO is revoked.
(g) The FFCTO was issued by the Principal Regulator as a result of the Issuer's failure to file the following continuous disclosure materials within the required timeframe (collectively, the Annual Filings):
i. annual audited financial statements for the year ended December 31, 2024, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);
ii. management's discussion and analysis (MD&A) related to the financial statements for the year ended December 31, 2024, as required under NI 51-102;
iii. annual information form for the year ended December 31, 2024, as required under NI 51-102; and
iv. certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109).
(h) Since the issuance of the FFCTO, the Issuer has also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):
i. interim financial statements and related MD&A for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025, as required under NI 51-102;
ii. certifications of the interim financial statements and MD&A noted above as required by NI 52-109; and
iii. statement of executive compensation for the year ended December 31, 2024, as required under NI 51-102.
(i) Subsequent to the FFCTO, the Issuer restated and refiled the following continuous disclosure documents (collectively, the Refilings):
i. annual MD&A for the year ended December 31, 2024;
ii. interim MD&A for the periods ended March 31, 2025 and June 30, 2025; and
iii. certifications of the refiled annual and interim MD&A noted above as required by NI 52-109.
(j) The Refilings were required to be made to correct various deficiencies in the MD&A, including to provide up-to-date status' of the Issuer's significant drug candidates and their stage of development, details of the Issuer's business objectives and milestones over the next 12 months, and to provide qualitative and quantitative disclosure relating to period over period variances in its results of operations and related party disclosure. In connection with the Refilings, the Issuer was placed on the Errors and Refilings List in accordance with OSC Staff Notice 51-711 (Revised)Refilings and Corrections of Errors.
(k) In addition, the Issuer has also included enhanced disclosure with respect to previously deficient derivative valuation in its interim financial statements for the period ended September 30, 2025 and filed its credit facilities agreement and amendments with Union Group Ventures Limited as a material contract as required under NI 51-102.
(l) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Annual Filings and the Additional Required Filings.
(m) The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO.
(n) The Issuer's profiles on the System for Electronic Document Analysis and Retrieval+ (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up to date and accurate.
(o) The Issuer has paid all outstanding activity, participating and late fees that are required to be paid and has filed all forms associated with such payments.
(p) The Issuer is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
(q) The Issuer has provided a written undertaking to hold an annual meeting within three months after the date on which the FFCTO is revoked and will prepare a management information circular in accordance with Form 51-102F5 Information Circular, which will be sent to shareholders and filed on SEDAR+ in accordance with NI 51-102.
(r) Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report filed on SEDAR+.
(s) Upon the issuance of this revocation order, the Issuer will issue a news release and concurrently file a material change report on SEDAR+ announcing the revocation of the FFCTO.
6. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
7. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.
DATED in Toronto this 25th day of November, 2025.
OSC File #: 2025/0500
U.S. registered broker-dealer exempted from the dealer registration requirement in subsection 25(1) of the Act to permit its provision of certain prime brokerage services (which do not include the execution of trades) -- Exemption limited to trades in "Canadian securities" (which the decision defines as a security that is not a "foreign security" as that term is defined in subsection 8.18(1) of NI 31-103) for certain (institutional) permitted clients -- Exemption is subject to a 5-year sunset clause.
November 26, 2025
The principal regulator in the Jurisdiction has received an application from the Filer (the Application) for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer from dealer registration under subsection 25(1) of the Securities Act (Ontario) (the Act) in respect of Prime Services (as defined below) relating to Canadian securities (as defined below) and that are provided in Canada to Institutional Permitted Clients (as defined below) (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (OSC) is the principal regulator for this Application, and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada in which the Filer relies on the exemption found in section 8.18 [International dealer] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) other than the province of Alberta (the Passport Jurisdictions and together with the Jurisdiction, 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.
For the purposes of this decision, the following terms have the following meanings:
"Canadian security" means a security that is not a foreign security;
"foreign security" has the meaning ascribed to that term in subsection 8.18(1) of NI 31-103;
"Institutional Permitted Client" shall mean a "permitted client" as defined in section 1.1 of NI 31-103, except for: (a) an individual, (b) a person or company acting on behalf of a managed account of an individual, (c) a person or company referred to in paragraph (p) of that definition unless that person or company qualifies as a permitted client under another paragraph of that definition, or (d) a person or company referred to in paragraph (q) of that definition unless that person or company has net assets of at least $100 million as shown on its most recently prepared financial statements or qualifies as a permitted client under another paragraph of that definition;
"Prime Services" means any of the following: (a) settlement, clearing and custody of trades; (b) financing of long inventory; (c) lending and delivering securities on behalf of a client pursuant to a margin agreement to facilitate client short sales; (d) rehypothecation of securities to finance cash and securities loans made to prime brokerage clients; (e) securities borrowing pursuant to a securities lending agreement; and (f) reporting of positions, margin and other balances and activity. For greater clarity, Prime Services do not include execution of trades in securities.
"Prime Services Clients" means an Institutional Permitted Client to whom the Filer provides Prime Services in the Jurisdictions in respect of Canadian securities in addition to foreign securities.
This decision is based on the following facts represented by the Filer:
1. The Filer is a limited liability company formed under the laws of the State of Delaware. Its head office is located at 1 Vanderbilt Avenue, New York, NY 10017, United States (U.S.). It is a wholly owned subsidiary of Toronto Dominion Holdings (U.S.A.), Inc., which is a wholly owned subsidiary of TD Group US Holdings LLC. TD Group US Holdings LLC is a wholly owned subsidiary of The Toronto-Dominion Bank.
2. The Filer is registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC) and is a member of the U.S. Financial Industry Regulatory Authority (FINRA). This registration and membership permits the Filer to provide Prime Services (as set out below) in the U.S.
3. The Filer is a member of the New York Stock Exchange (NYSE), the Nasdaq Stock Market and certain other securities exchanges in the U.S. It is also a member of the Depository Clearing Corporation, the National Securities Clearing Corporation, the Options Clearing Corporation, and certain other U.S. self-regulatory organizations.
4. The Filer operates as an investment bank and institutional broker-dealer. In connection with its prime brokerage business, the Filer is engaged in the business of holding and financing customer accounts and clearing and settling transactions. The Filer lends money, extends credit and provides margin to clients. The Filer also engages in financing and lending securities, execution services, market making activities, proprietary trading, and riskless principal and principal trading among other institutional brokerage activities.
5. The Filer's affiliate, TD Prime Services LLC, was granted relief similar to the Exemption Sought in a July 6, 2018 OSC decision, which was renewed on July 6, 2023.
6. The Filer has applied for the Exemption Sought in order to provide Prime Services in Canada with respect to Canadian securities to Prime Services Clients that are Institutional Permitted Clients.
7. The Prime Services provided by the Filer to its Prime Services Clients consist of any of the following: (a) settlement, clearing and custody of trades; (b) financing of long inventory; (c) lending and delivering securities on behalf of a client pursuant to a margin agreement to facilitate client short sales; (d) rehypothecation of securities to finance cash and securities loans made to prime brokerage clients; (e) securities borrowing pursuant to a securities lending agreement; and (f) reporting of positions, margin and other balances and activity. For greater clarity, Prime Services do not include execution of trades in securities.
8. The Filer wishes to offer Prime Services to Prime Services Clients in the Jurisdictions in respect of Canadian securities and securities of non-Canadian issuers.
9. In the case of a Prime Services Client that is an investment fund subject to Part 6 of National Instrument 81-102 Investment Funds (NI 81-102), the custodianship requirements in Part 6 of NI 81-102 would apply and the Filer would provide Prime Services to an investment fund in compliance with the securities laws applicable to the investment fund, including Part 6 of NI 81-102 and, in the case of a Prime Services Client that is a registrant, the custody requirements set out in NI 31-103 would apply.
10. Prime Services Clients seek Prime Services from the Filer in order to separate the execution of a trade from the clearing, settlement, custody and financing of a trade. This allows the Prime Services Client to use many executing brokers, without maintaining an active, ongoing custody account with each executing broker. It also allows the Prime Services Client to consolidate settlement, clearing, custody and financing of securities in an account with the Filer.
11. The Filer's Prime Services Clients directly select their executing brokers. The Filer does not require its Prime Services Clients to use specific executing brokers through which Prime Services Clients must execute trades. Prime Services Clients send trade orders to the executing broker who carries out the trade. The executing broker will be an appropriately registered dealer or a person or company relying on an exemption from the dealer registration requirement that permits such executing broker to execute the trade for Prime Services Clients.
12. The Filer provides the Prime Services after the execution of the trade, but any commitment to provide financing or to lend or borrow securities in relation to a trade may be made prior to the execution of the trade. The executing broker will communicate the trade details to a Prime Services Client and the Filer or the Filer's clearing agent, as applicable. A Prime Services Client will also communicate the trade details to the Filer. For trades executed on a Canadian marketplace, the Filer will typically need to clear and settle the trades through a participant of the Canadian depository, clearing and settlement hub, CDS Clearing and Depository Services Inc.
13. The Filer exchanges money or securities and holds the money or securities in an account for each Prime Services Client. If the Filer is clearing and settling the trade through a clearing agent, the Filer's clearing agent exchanges money or securities and holds the money or securities in an omnibus account for the Filer, which in turn maintains a record of the position held for the Prime Services Client on its books and records.
14. On or following settlement, the Filer provides the other Prime Services as set out in paragraph 7.
15. The Filer enters into written agreements with all of its Prime Services Clients for the provision of Prime Services.
16. The Filer is relying on the "international dealer exemption" under section 8.18 [International dealer] of NI 31-103 in all Canadian jurisdictions to provide Prime Services in respect of "foreign securities" as defined in section 8.18 of NI 31-103.
17. The Filer is not registered under the securities legislation of any of the jurisdictions of Canada. The Filer is in the business of trading in securities, and, in the absence of the Exemption Sought, cannot provide the full range of Prime Services in the Jurisdictions in respect of Canadian securities without registration, except as permitted under section 8.5 [Trades through or to a registered dealer], under the exemptions found in paragraphs (a), (b) and (f) of subsection 8.18(2) [International dealer], and under section 8.21 [Specified debt] of NI 31-103.
18. The Filer is subject to regulatory capital requirements under the Securities Exchange Act of 1934 (the 1934 Act), specifically SEC Rule 15c3-1 Net Capital Requirements for Brokers or Dealers (SEC Rule 15c3-1) and SEC Rule 17a-5 Reports to be Made by Certain Brokers and Dealers (SEC Rule 17a-5).
19. SEC Rule 15c3-1 requires that the Filer account for any guarantee of debt of a third party in calculating its excess net capital when a loss is probable and the amount can be reasonably estimated. Accordingly, the Filer will, in the event that it provides a guarantee of any debt of a third party, take a deduction from net capital when both of the preceding conditions exist. The Filer does not guarantee the debt of any third party.
20. SEC Rule 15c3-1 is designed to provide protections that are substantially similar to the protections provided by the capital formula requirements and specifically risk adjusted capital to which dealer members of the Canadian Investment Regulatory Organization (CIRO) are subject. The Filer is in compliance with SEC Rule 15c3-1 and is in compliance in all material respects with SEC Rule 17a-5. If the Filer's net capital declines below the minimum amount required, the Filer is required to notify the SEC and FINRA pursuant to SEC Rule 17a-11 Notification Provisions for Brokers and Dealers (SEC Rule 17a-11). The SEC and FINRA have the responsibility to provide oversight over the Filer's compliance with SEC Rule 15c3-1 and SEC Rule 17a-5.
21. The Filer is required to prepare and file a financial report, which includes Form X-17a-5 (the FOCUS Report) which is the financial and operational report containing a net capital calculation, and a compliance report annually with the SEC and FINRA pursuant to SEC Rule 17a-5(d). The FOCUS Report provides a more comprehensive description of the business activities of the Filer, and more accurately reflects those activities including client lending activity, than would be provided by Form 31-103F1 Calculation of Excess Working Capital (Form 31-103F1). The net capital requirements computed using methods prescribed by SEC Rule 15c3-1 are based on all assets and liabilities on the books and records of a broker-dealer whereas Form 31-103F1 is a calculation of excess working capital, which is a computation based primarily on the current assets and current liabilities on the books and records of the dealer. The Filer is up-to-date in its submissions of annual reports under SEC Rule 17a-5(d), including the FOCUS Report.
22. The Filer is subject to regulations of the Board of Governors of the U.S. Federal Reserve Board (FRB), the SEC, and FINRA regarding the lending of money, extension of credit and provision of margin to clients (the U.S. Margin Regulations) that provide protections that are substantially similar to the protections provided by the requirements regarding the lending of money, extension of credit and provision of margin to clients to which dealer members of CIRO are subject. In particular, the Filer is subject to the margin requirements imposed by the FRB, including Regulation T, and under applicable SEC rules and under FINRA Rule 4210. The Filer is in compliance in all material respects with applicable U.S. Margin Regulations.
23. The Filer holds customer assets in accordance with Rule 15c3-3 of the 1934 Act, as amended (SEC Rule 15c3-3). SEC Rule 15c3-3 requires the Filer to segregate and keep segregated all "fully-paid securities" and "excess margin securities" (as such terms are defined in SEC Rule 15c3-3) of its customers from its proprietary assets. In addition to the segregation of customers' securities, SEC Rule 15c3-3 requires the Filer to deposit an amount of cash or qualified government securities determined in accordance with a reserve formula set forth in SEC Rule 15c3-3 in an account entitled "Special Reserve Account for the Exclusive Benefit of Customers" of the Filer at separate banks and/or custodians. The combination of segregated securities and cash reserve are designed to ensure that the Filer has sufficient assets to cover all net equity claims of its customers and provide protections that are substantially similar to the protections provided by the requirements to which dealer members of CIRO are subject. If the Filer fails to make an appropriate deposit, the Filer is required to notify the SEC and FINRA pursuant to SEC Rule 15c3-3(i). The Filer is in material compliance with the possession and control requirements of SEC Rule 15c3-3.
24. The Filer is a member of the Securities Investors Protection Corporation (SIPC) and, subject to the eligibility criteria of SIPC, Prime Services Clients' assets held by the Filer are insured by SIPC against loss due to insolvency.
25. The Filer is not in default of securities legislation in any jurisdiction in Canada.
26. The Filer is in compliance in all material respects with U.S. securities laws.
27. The Filer submits that the Exemption Sought would not be prejudicial to the public interest because:
(a) the Filer is regulated as a broker-dealer under the securities legislation of the U.S., and is subject to the requirements listed in paragraphs 18 to 24;
(b) the availability of and access to Prime Services is important to Canadian institutional investors who are active participants in the international marketplace;
(c) the Filer will provide Prime Services in the Jurisdictions in respect of Canadian securities only to Institutional Permitted Clients;
(d) the OSC has entered into a memorandum of understanding with the SEC regarding mutual assistance in the supervision and oversight of regulated entities that operate on a cross-border basis in the U.S. and Canada; and
(e) the OSC has entered into a memorandum of understanding with FINRA to provide a formal basis for the exchange of regulatory information and investigative assistance.
28. The Filer is a "market participant" as defined under subsection 1(1) of the Act. As a market participant, among other requirements, the Filer is required to comply with the record keeping and provision of information provisions under section 19 of the Act, which include the requirement to keep such books, records and other documents as are necessary for the proper recording of business transactions and financial affairs, and the transactions executed on behalf of others, and to deliver such records to the OSC if required.
29. The Filer will not rely on subsection 4.7(1) of MI 11-102 to passport this decision into Alberta.
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 so long as the Filer:
(a) has its head office or principal place of business in the U.S.;
(b) is registered as a broker-dealer under the securities legislation of the U.S., which permits the Filer to provide the Prime Services in the U.S.;
(c) is a member of FINRA;
(d) is a member of SIPC;
(e) is subject to requirements over regulatory capital, lending of money, extension of credit, provision of margin, financial reporting to the SEC and FINRA, and segregation and custody of assets which provide protections that are substantially similar to the protections provided by the rules to which dealer members of CIRO are subject;
(f) limits its provision of Prime Services in the Jurisdictions in respect of Canadian securities to Institutional Permitted Clients;
(g) does not execute trades in Canadian securities with or for Prime Services Clients, except as permitted under applicable Canadian securities laws;
(h) does not require its Prime Services Clients to use specific executing brokers through which Prime Services Clients must execute trades;
(i) submits the financial report and compliance report as described in SEC Rule 17a-5(d) to the OSC on an annual basis, at the same time such reports are filed with the SEC and FINRA;
(j) submits audited financial statements to the OSC on an annual basis, within 90 days of the Filer's financial year end;
(k) submits to the OSC immediately a copy of any notice filed under SEC Rule 17a-11 or under SEC Rule 15c3-3(i) with the SEC and FINRA;
(l) complies with the filing and fee payment requirements that would be applicable to the Filer if it were a registrant under OSC Rule 13-502 Fees, including, for clarity, participation fees based on its specified Ontario revenues attributable to capital markets activities conducted in reliance on the "international dealer exemption" under section 8.18 [International Dealer] of NI 31-103, if applicable, and capital markets activities conducted in reliance on the exemption in this Decision;
(m) files in an electronic and searchable format with the OSC such reports as to any or all of its trading activities in Canada as the OSC may, upon notice, require from time to time; and
(n) pays the increased compliance and case assessment costs of the principal regulator due to the Filer's location outside Ontario, including, as required, the reasonable cost of hiring a third party to perform a compliance review on behalf of the principal regulator.
This decision shall expire five years after the date hereof.
This decision may be amended by the OSC from time to time upon prior written notice to the Filer.
OSC File #: 2025/0656
Aviso Financial Inc. (formerly Credential Qtrade Securities Inc.)
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act s. 61, 76 Other -- Exemption from dealer registration and prospectus requirements for situation other than a corporate acquisition or reorganization; trades to business associates; debt settlements; or trades involving employee investment plans and consultants -- An issuer wants to offer foreign exchange contracts without a prospectus -- the issuer is a registered dealer that is a member of CIRO; the prospectus regime was not designed for an offer of OTC foreign exchange contracts; investors will receive a plain language risk disclosure document and will be required to positively acknowledge that they have read and understood the risk disclosure document; investors are entering into OTC foreign exchange contracts to hedge commercial risks.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act ss. 53, 74 -- Exemption from dealer registration and prospectus requirements for situation other than a corporate acquisition or reorganization; trades to business associates; debt settlements; or trades involving employee investment plans and consultants -- An issuer wants to offer foreign exchange contracts without a prospectus -- the issuer is a registered dealer that is a member of CIRO; the prospectus regime was not designed for an offer of over-the-counter foreign exchange contracts; investors will receive a plain language risk disclosure document and will be required to positively acknowledge that they have read and understood the risk disclosure document; investors are entering into OTC foreign exchange contracts to hedge commercial risks.
Securities Act, R.S.B.C. 1996, c. 418, ss. 61, 76 and 171.
Securities Act, R.S.O. 1990, c. S.5, as am., ss 53, 74.
Citation: 2025 BCSECCOM 516
November 25, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that
(a) the Filer and its officers, directors and representatives be exempt from the prospectus requirement in respect of the distribution of over-the-counter (OTC) foreign exchange contracts to investors resident in Canada (the Requested Relief) subject to the terms and conditions below; and
(b) the order granted to the Filer on November 26, 2021 (Existing Relief) be revoked.
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, Saskatchewan, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Yukon, Northwest Territories, and Nunavut (together with the Jurisdictions, the Applicable Jurisdictions); and
(c) the decision (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 and 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 existing under the Canada Business Corporations Act, with offices in Vancouver, British Columbia;
2. the Filer is registered as a dealer in the categories of investment dealer and mutual fund dealer in each of the provinces and territories of Canada, a derivatives dealer in Québec and is a member of the Canadian Investment Regulatory Organization (CIRO);
3. the Filer does not have any securities listed or quoted on a marketplace as defined in National Instrument 21-101 Marketplace Operation (NI 21-101);
4. the Filer is not in default of requirements of securities legislation in Canada or CIRO's rules and regulations (CIRO Rules);
5. the Filer offers OTC derivatives in which the underlying interests consist entirely of currencies (OTC foreign exchange contracts or OTC FX) including Spot FX Contracts and FX Forwards (each as defined below) to accredited investors (as defined in National Instrument 45-106 Prospectus Exemptions) (NI 45-106) or an eligible derivatives party (as defined in National Instrument 93-101 Derivatives: Business Conduct (NI 93-101)) in certain of the Applicable Jurisdictions (each a Hedger);
6. the Filer has previously been granted exemptive relief substantially identical to the Requested Relief, most recently by the Existing Relief dated November 26, 2021 which renewed the exemptive relief dated November 28, 2017. The Filer has been offering OTC FX to investors, including retail investors, on the basis of the Existing Relief and in compliance with the terms and conditions of the Existing Relief and all applicable CIRO Rules. The Existing Relief expires on November 26, 2025. The effect of the Requested Relief is to extend the Existing Relief, on the same terms and conditions, for a further period of up to four years (as described below);
7. OTC FX includes the following types of instruments and contracts:
(a) a contract or instrument for the purchase and sale of currency that:
(i) except where all or part of the delivery of the currency referenced in the contract or instrument is rendered impossible or commercially unreasonable by an intervening event or occurrence not reasonably within the control of the parties, their affiliates or their agents, requires settlement by the delivery of the currency referenced in the contract or instrument (A) within two business days, or (B) after two business days provided that the contract or instrument was entered into contemporaneously with a related security trade and the contract or instrument requires settlement on or before the relevant security trade settlement deadline;
(ii) is intended by the counterparties, at the time of the execution of the transaction, to be settled by the delivery of the currency referenced in the contract within the time periods set out in (i) above; and
(iii) does not allow for the contract or instrument to be rolled over (Spot FX Contract).
(b) a contract or instrument for the purchase and sale of currency at a specified price for settlement at a predetermined future date, or within a predetermined window of time (which may allow for the contract to be rolled over, otherwise known as rolling spot) that permits the cash settlement or physical delivery of the currency (FX Forward); and
(c) other similar types of OTC foreign exchange contracts.
8. as a member of CIRO and its predecessor the Investment Industry Regulatory Organization of Canada (IIROC), the Filer is only permitted to enter into OTC FX upon approval of CIRO (Approval) and under the CIRO Rules. The Filer received the Approval from IIROC for the Commercial FX Division on October 29, 2013. Before granting the Approval, IIROC conducted a comprehensive review of the adequacy of the Filer's:
(a) books and records;
(b) account opening process, know-your-client and suitability assessment;
(c) service providers, liquidity providers and counterparty risk management;
(d) clearing and settlement processes;
(e) client margining process;
(f) capital risk management; and
(g) compliance and supervisory structures.
9. in addition, on September 28, 2024, CIRO adopted amendments to the CIRO Rules, which modernized and simplified the derivatives-related requirements (the CIRO Derivatives Rule Modernization). The CIRO Derivatives Rule Modernization was adopted to harmonize the CIRO Rules with the equivalent requirements in NI 93-101 that apply to securities and derivatives, including OTC derivatives, established by the Commissions (as defined below) and other securities regulators. The Filer is in compliance with the CIRO Rules, as amended by the CIRO Derivatives Rule Modernization, in offering OTC FX. The Filer offers, and will continue to offer, OTC FX in accordance with the CIRO Rules as may be established from time to time;
10. the Filer is required by CIRO to maintain a certain level of capital to address the business risks associated with its activities and has strict segregation requirements for client monies; the capital reporting required by CIRO (as per the calculation in the CIRO Form 1 and the Monthly Financial Reports to CIRO) is based predominantly on the generation of financial statements and calculations so as to ensure capital adequacy; the Filer, as a CIRO member, is required to have a specified minimum capital which includes having any additional capital required with respect to margin requirements and other risks; this risk calculation is summarized as a risk adjusted capital calculation which is submitted in the firm's Form 1 and required to be kept positive at all times;
Commercial FX Division
11. in addition to its existing full service offering, the Filer has established a division (Commercial FX Division) serviced by registered representatives of the Filer which offers Spot FX and FX Forwards to Hedgers;
12. a Hedger enters into OTC FX contracts for the purpose of mitigating a risk related to the operation of its business; a Hedger client of the Filer may or may not qualify as an accredited investor;
13. in connection with investors' self-directed trading activities, the Filer does not provide trading advice or recommendations regarding Spot FX and FX Forward transactions to its Hedger clients; however, as part of its full service offering, the Filer does offer all clients the ability to seek advice from the Filer's representatives, which is why the Filer's representatives are registered with CIRO as registered representatives rather than investment representatives;
14. the Commercial FX Division offers its services to clients in two ways:
(a) by way of telephone trading and manual processing (the Manual Trading Service); and
(b) by way of an online trading platform where certain clients can conduct self-directed trading activities.
15. for the Manual Trading Service, clients will phone in OTC FX orders to the Filer's registered trading desk, the client order will be voice recorded, buy and sell trade tickets will be immediately time-stamped; the Filer's representative will document the client instructions on a trade ticket with details of the trade, settlement terms and markup;
16. the online trading platforms utilized by both the Filer and the clients of the Commercial FX Division are similar to those developed for on-line brokerages in that the client trades without other communication with, or advice from, the dealer; the trading platforms are not marketplaces as defined in NI 21-101 since a marketplace is any facility that brings together multiple buyers and sellers by matching orders in fungible contracts in a nondiscretionary manner; the trading platforms do not bring together multiple buyers and sellers;
17. the Filer is the counterparty to its clients' OTC FX trades; it does not act as an intermediary, broker or trustee in respect of the OTC FX transactions; the Filer does not manage any discretionary accounts, nor does it provide any trading advice or recommendations regarding OTC FX transactions;
18. the Filer may manage the risk in its client positions by placing an identical off-setting OTC FX transaction, on a back-to-back basis, with an acceptable counterparty or a regulated entity (as those terms are defined in the CIRO Form 1);
19. the Filer does not have an inherent conflict of interest with its clients, since it does not profit on a position if the client has losses on that position, and vice versa; the Filer is compensated by the spread between the bid and ask prices it offers; any additional charges will be fully disclosed to the client prior to trading;
20. OTC FX contracts are not transferable;
21. the ability to gain leverage is one of the principal features of OTC FX contracts; leverage allows clients to magnify returns (or losses) by reducing the initial capital outlay required to achieve the same market exposure that would be obtained by trading directly in the underlying currency;
22. CIRO Rules set out detailed requirements and expectations relating to leverage and margin for offerings of foreign exchange contracts; the degree of leverage may be amended in accordance with CIRO Rules as may be established from time to time;
23. under section 13.12 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, only those firms that are registered as investment dealers (a condition of which is to be a member of CIRO) may lend money, extend credit or provide margin to a client;
OTC FX Distributed in the Applicable Jurisdictions
24. certain types of OTC FX may be considered to be securities or OTC derivatives under the securities legislation of the Applicable Jurisdictions;
25. investors wishing to enter into OTC FX transactions must open an account with the Filer;
26. prior to a client's first OTC FX transaction and as part of the account opening process, the Filer will provide the client with a separate risk disclosure document that clearly explains, in plain language, the transaction and the risks associated with the transaction (the risk disclosure document); the risk disclosure document includes the required disclosure set forth in Schedule A to the Regulations to the Derivatives Act (Québec) (QDA) and the risk disclosure and leverage risk disclosure required under CIRO Rules; the risk disclosure document contains disclosure that is substantially similar to the risk disclosure statement required for recognized options in OSC Rule 91-502 Trades in Recognized Options (which provides both registration and prospectus exemptions) (OSC Rule 91-502) and the regime for OTC derivatives contemplated by OSC SN 91-702 (as defined below);
27. the Filer will ensure that, prior to a client's first trade in an OTC FX transaction, a complete copy of the risk disclosure document provided to that client has been delivered, or has previously been delivered, to the Principal Regulator;
28. prior to the client's first OTC FX transaction and as part of the account opening process, the Filer will obtain a written or electronic acknowledgement from the client confirming that the client has received, read and understood the risk disclosure document as required by CIRO Rules; such acknowledgement will be separate and prominent from other acknowledgements provided by the client as part of the account opening process;
29. as customary in the industry, and due to the fact that this information is subject to factors beyond the control of the Filer (such as changes in CIRO Rules), information such as the associated margin rates would not be disclosed in the risk disclosure document but will be available on the trading platforms; for those Commercial FX Division clients who use the Manual Trading Service, the margin required will be communicated to the client by a representative of the Filer prior to the execution of any Spot FX or FX Forwards transactions;
Satisfaction of the Registration Requirement
30. the role of the Filer as it relates to the OTC FX business line will be to act as counterparty and dealer on the transaction; in this role, the Filer will, among other things, be responsible for approving all marketing, holding clients funds and client approval (including the review of know-your-client (KYC) due diligence and account opening, and ongoing trade-by-trade, suitability assessments);
31. CIRO has exercised its discretion to impose additional requirements on members proposing to trade in OTC FX and requires, among other things, that:
(a) applicable risk disclosure documents and client suitability waivers provided to clients be in a form acceptable to CIRO;
(b) the firm's policies and procedures, among other things, require the Filer to assess whether OTC FX trading is appropriate for a client before an account is approved to be opened; this account opening suitability process includes an assessment of the client's investment knowledge and trading experience;
(c) the Filer's registered or approved representatives who will conduct the KYC and initial product suitability analysis, as well as their supervisory trading officer, meet proficiency requirements for futures trading, and are registered with CIRO as either Registered Representatives (Retail) or Investment Representative (Retail) depending on the services being provided; and
(d) cumulative loss limits for each client's account be established, and cumulative profit and losses be monitored, all in accordance with the CIRO Rules (this is a measure normally used by CIRO in connection with derivatives trading accounts).
32. the Filer's registered or approved persons will continue to meet all applicable proficiency requirements for derivatives trading, including, for clarity, any applicable proficiency requirements resulting from amendments to CIRO Rules;
33. the OTC FX offered in Canada are offered in compliance with applicable CIRO Rules, as may be established from time to time;
34. the Requested Relief, if granted, would (and the Existing Relief does) substantially harmonize the position of the regulators in the Applicable Jurisdictions (together, the Commissions) on the offering of OTC FX to investors in the Applicable Jurisdictions with how those products are offered to investors in Québec; the QDA provides a legislative framework to govern derivatives activities in Québec; among other things, the QDA requires such products to be offered to investors through a CIRO member and the distribution of a standardized risk disclosure document rather than a prospectus in order to distribute such contracts to investors resident in Québec;
35. in British Columbia, BC Instrument 91-501 Over-The-Counter Derivatives provides a prospectus exemption for trading in OTC derivatives between Qualified Parties, which includes persons who enter into OTC derivatives for commercial hedging purposes;
36. the Requested Relief, if granted, would be (and the Existing Relief is) consistent with the guidelines articulated in Ontario Securities Commission Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario (OSC SN 91-702); OSC SN 91-702 provides guidance on the distributions of foreign exchange contracts and similar OTC derivative products to investors in Ontario;
37. the Filer submits that requiring compliance with the prospectus requirement in order to enter into OTC FX with clients would not be appropriate since the disclosure of a great deal of the information required under a prospectus and under the reporting issuer regime is not material to a client seeking to enter into an OTC FX transaction; the information to be given to such a client should principally focus on enhancing the client's appreciation of product risk including counterparty risk; in addition, most OTC FX transactions are of short duration (positions are generally opened and closed on the same day and are in any event marked to market and cash settled daily);
38. the Filer is regulated by CIRO, which has a robust compliance regime including specific requirements to address market, capital and operational risks;
39. the Filer submits that the regulatory regime developed by CIRO for OTC FX adequately addresses issues relating to the potential risk to the clients of the Filer acting as counterparty. In view of this regulatory regime, clients would receive little or no additional benefit from requiring the Filer to also comply with the prospectus requirement; and
40. the Requested Relief in respect of each Applicable Jurisdiction is conditional on the Filer being registered as an investment dealer with the Commission in such Applicable Jurisdiction and maintaining its membership with CIRO and that all OTC FX transactions be conducted pursuant to CIRO Rules.
¶ 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 Requested Relief is granted provided that:
(a) all OTC FX traded with residents in the Applicable Jurisdictions are traded with persons entering into OTC FX for commercial hedging purposes and executed through the Filer;
(b) with respect to residents of an Applicable Jurisdiction, the Filer remains registered as a dealer in the category of investment dealer with the Principal Regulator and the Commission in such Applicable Jurisdiction and a member of CIRO;
(c) all OTC FX transactions with clients resident in the Applicable Jurisdictions will be conducted under CIRO Rules imposed on members seeking to trade in OTC FX and in accordance with CIRO Rules, as amended from time to time;
(d) the Filer complies with all applicable requirements in NI 93-101, Multilateral Instrument 96-101 Derivatives: Trade Reporting and OSC Rule 91-507 Derivatives: Trade Reporting;
(e) all OTC FX transactions with clients resident in the Applicable Jurisdictions will be conducted under the requirements of the securities laws of the Applicable Jurisdictions;
(f) prior to a client first entering into an OTC FX transaction, the Filer has provided to the client the risk disclosure document described in paragraph 26 and has delivered, or has previously delivered, a copy of the risk disclosure document provided to that client to the Principal Regulator;
(g) prior to the client's first OTC FX transaction and as part of the account opening process, the Filer has obtained a written or electronic acknowledgement from the client, as described in paragraph 28, confirming that the client has received, read and understood the risk disclosure document;
(h) the Filer has furnished to the Principal Regulator the name and principal occupation of its officers or directors, together with either the personal information form and authorization of indirect collection, use and disclosure of personal information provided for in National Instrument 41-101 General Prospectus Requirements or the registration information form for an individual provided for in Form 33-109F4 Registration Information for an Individual under National Instrument 33-109 Registration Information completed by any officer or director;
(i) the Filer will promptly inform the Principal Regulator in writing of any material change affecting the Filer, being any change in the business, activities, operations or financial results or condition of the Filer that may reasonably be perceived by a counterparty or the client to an OTC FX transaction to be material;
(j) the Filer will promptly inform the Principal Regulator in writing if a self-regulatory organization or any other regulatory authority or organization initiates proceedings or renders a judgment related to disciplinary matters against the Filer concerning the conduct of activities with respect to OTC FX;
(k) within 90 days following the end of its financial year, the Filer will submit to the Principal Regulator or CIRO, the audited annual financial statements of the Filer; and
(l) the Requested Relief will immediately expire upon the earliest of:
(i) four years from the date that this Decision is issued; and
(ii) in respect of a subject Applicable Jurisdiction, the issuance of an order or decision by a court, the Commission in such Applicable Jurisdiction or other similar regulatory body that suspends or terminates the ability of the Filer to offer OTC FX to clients in such Applicable Jurisdiction.
It is also the Decision of the Decision Makers that the Existing Relief is revoked.
OSC File #: 2025-0484
Fidelity Investments Canada ULC and Fidelity International Low Volatility Equity Institutional Trust
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Investment fund that is not a reporting issuer granted relief from requirements in sections 2.1 and 2.3 and paragraphs 5.1(2)(a) and 5.1(2)(b) of NI 81-106 to file and deliver annual and interim financial statements to securityholders -- The investment fund manager of the fund is its sole securityholder -- The fund has disposed of its portfolio securities other than two sanctioned Russian securities with a nil market value -- The investment fund manager plans to terminate the fund once the sanctioned securities are disposed of -- Relief subject to conditions that the investment fund manager remain the fund's sole securityholder, the fund remains a non-reporting issuer, the fund holds no portfolio investments other than sanctioned securities and the fund continues to be inactive.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.1 and 2.2, 5.1(2)(a) and 5.1(2)(b), and 17.1.
October 16, 2025
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of itself and Fidelity International Low Volatility Equity Institutional Trust (the Fund) for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) to request relief from the requirements of sections 2.1, 2.3 and 5.1(2)(a) and (b) of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) (the Requested Relief) which require the Fund to file and deliver annual and interim financial statements to securityholders of the Fund.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator (the Principal Regulator) for this application as the head office of the Filer is located in Ontario, 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 (the Other Jurisdictions and, together with the Jurisdiction, theJurisdictions).
Unless expressly defined herein, terms used have the respective meanings given to them in MI 11-102, National Instrument 14-101 Definitions, National Instrument 81-102 Investment Funds and NI 81-106.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation amalgamated under the laws of Alberta and has its head office in Toronto, Ontario.
2. The Filer is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador. The Filer is also registered as a portfolio manager, mutual fund dealer and exempt market dealer in each of the Jurisdictions and is registered under the Commodity Futures Act (Ontario) in the category of commodity trading manager.
3. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Fund
4. The Fund is an investment fund established as a trust under the laws of Ontario.
5. The Filer is the investment fund manager, portfolio manager and trustee of the Fund.
6. The Fund is not a reporting issuer in any Jurisdiction.
7. The Fund is not in default of any of the requirements of securities legislation in the Jurisdictions.
Sole Unitholder Redemption
8. The Fund was launched in 2017, and a large Canadian insurance company (the Insurance Company) became the largest unitholder and eventually the sole unitholder. Units of the Fund were utilized by the Insurance Company for a segregated fund on the Insurance Company's record-keeping platform.
9. In the spring of 2025, the Insurance Company notified Fidelity of its intention to fully redeem its units of the Fund, effective July 18, 2025. As the sole unitholder, the Insurance Company's redemption prompted Fidelity to consider terminating the Fund.
Portfolio Assets
10. The Fund purchased certain Russian securities in the period from its launch until March 2022 that were consistent with the Fund's investment objectives.
11. Following the start of the war in Ukraine, the Fund's Russian securities became subject to sanctions, not only in Canada but globally (the Sanctioned Securities).
12. While Canadian law permits the sale of the Sanctioned Securities on the secondary market, there are presently no viable buyers due to the sanctions in other jurisdictions.
13. Dealing with the Sanctioned Securities in any other way, and disposing of dividends associated with them, requires a permit from Global Affairs Canada. These permits from Global Affairs Canada are not guaranteed, involve significant legal costs, and typically take several months to obtain. Given the timing constraints of the Insurance Company's redemption from the Fund, obtaining such a permit was not an option at the time.
Inactive Fund
14. As a result of the inability of the Fund to dispose of the Sanctioned Securities, the Filer purchased units of the Fund prior to the Insurance Company's redemption for the Fund to remain legally constituted as a trust to preserve the Sanctioned Securities in their current custodial account following the Insurance Company's redemption.
15. The Fund was able to dispose of the remaining securities held in the Fund in an orderly fashion prior to July 18, 2025.
16. The Fund currently only holds two Sanctioned Securities and associated dividends with a nil market value and is otherwise inactive. The Fund plans to dispose of the Sanctioned Securities as soon as it is feasible to do so.
17. The Filer is the sole unitholder of the Fund and plans to terminate the Fund once the Sanctioned Securities are disposed of.
Financial Statement Requirements
18. Section 2.11 of NI 81-106 provides an exemption from the filing requirements of sections 2.1 and 2.3 of NI 81-106 for a mutual fund that is not a reporting issuer provided the mutual fund prepares the applicable financial statements and delivers them to its securityholders by the specified filing deadline in accordance with Part 5 of NI 81-106 (the Filing Exemption). To date, the Fund has relied on the Filing Exemption. However, as the Filer is proposing to cease preparing interim and annual financial statements for the Fund for as long as the Fund is inactive and the Filer remains its sole securityholder, the Fund will be unable to continue relying on the Filing Exemption. Accordingly, absent the grant of the Requested Relief, the Filer, on behalf of the Fund, would be required to continue to prepare and deliver to itself, as well as file, the Fund's annual and interim financial statements.
19. The cost of preparing, auditing and formally delivering financial statements to the Filer as the sole unitholder of the Fund would be an unnecessary burden on the Filer for as long as the Fund continues to be inactive.
The Principal Regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the Principal Regulator under the Legislation is that the Requested Relief is granted for so long as the Fund retains its current status, including that:
(a) the Filer remains the sole unitholder of the Fund;
(b) the Fund remains a non-reporting issuer;
(c) the Fund holds no portfolio of investments other than the Sanctioned Securities; and
(d) the Fund continues to be inactive.
Application File #: 2025/0552
SEDAR+ File #: 6338997
Mackenzie Financial Corporation et al.
NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief to revoke and replace original decision permitting fund to operate as an interval fund -- relief from the prospectus delivery requirement in section 71 of the Securities Act to require the fund and dealers to deliver a Fund Facts document on a pre-sale basis provided that the fund complies with all applicable sections of NI 81-101 -- relief from subsection 10.4(1.2) of NI 81-102 to permit the Fund to pay redemption proceeds later than 15 business days after the applicable quarterly Repurchase Pricing Date to address circumstances where a repurchase offer is oversubscribed and the Fund does not repurchase the entire amount of the units tendered -- relief from subsections 2.4(4), (5) and (6) of NI 81-102 to permit the Fund to invest more than 20% of NAV in the Northleaf Private Credit Funds -- relief from subsection 2.1(1.1) of NI 81-102, to permit the Fund to invest more than 20% of its NAV in the securities of each Northleaf Private Credit Fund -- relief from subsection 2.2(1) of NI 81-102, to permit the Fund to hold more than 10% of the voting or equity securities of each Northleaf Private Credit Fund -- relief from subsection 14.2(3)(b) of NI 81-106 to permit the Fund to calculate its NAV weekly instead of daily -- relief subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 71(1) and 147.
National Instrument 41-101 General Prospectus Requirements, s. 19.1
National Instrument 81-102 Investment Funds, ss. 10.4(1.2), 2.4(4), 2.4(5), 2.4(6), 2.1(1.1), 2.2(1), and 19.1.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss 14.2(3)(b) and 17.1.
November 21, 2025
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdiction (the "Legislation"):
(a) revoking the Original Decision (as defined below) granted to the Filer (the Revocation); and
(b) granting an exemption to the Fund from the following provisions in the Legislation:
(i) all the requirements of National Instrument 41-101 General Prospectus Requirements (NI 41-101), applicable to the Fund as a non-redeemable investment fund (the NI 41-101 Relief), provided that the Fund will comply with all applicable requirements of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), except as otherwise contemplated below;
(ii) Section 71(1) of the Ontario Securities Act (the Act) to permit the Representative Dealer or any Dealer (as defined below), who trades in units of the Fund (Units), to deliver or send the most recently filed Fund Facts document to the purchaser in accordance with NI 81-101, in lieu of delivering the prospectus (the Fund Facts Delivery Relief);
(iii) subsection 10.4(1.2) of National Instrument 81-102 Investment Funds (NI 81-102), to permit the Fund to pay redemption proceeds in connection with the redemption of Units pursuant to a quarterly redemption for the pro rata Units above the Repurchase Limit (as defined below) later than 15 business days after the applicable quarterly Repurchase Pricing Date (as defined below) (the Redemption Relief) to address circumstances where a repurchase offer is oversubscribed and the Fund does not repurchase the entire amount of Units tendered;
(iv) subsection 2.4(4), (5) and (6) of NI 81-102, to permit the Fund to invest more than 20% of its net asset value (NAV) in the Northleaf Private Credit Funds (as defined below) (the Illiquid Asset Relief);
(v) subsection 2.1(1.1) of NI 81-102, to permit the Fund to invest more than 20% of its NAV in the securities of each Northleaf Private Credit Fund (the Concentration Restriction Relief);
(vi) subsection 2.2(1) of NI 81-102, to permit the Fund to hold more than 10% of the voting or equity securities of each Northleaf Private Credit Fund (the Control Restriction Relief); and
(vii) subsection 14.2(3)(b) of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) to permit the Fund to calculate its NAV weekly instead of daily (the NAV Relief).
(together with the Revocation, the Requested Relief)
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for the application; and
(b) the Filer has provided notice that section 4.7(1)(c) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon Territory and Nunavut (the Other Jurisdictions, and together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, MI 11-102, NI 81-101, NI 81-102, NI 81-106, NI 41-101 and the Original Decision have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
Original Decision
1. On January 24, 2022, the Filer obtained an exemption on behalf of the Fund to operate the Fund as an interval fund, structured in a substantially similar manner to interval funds that are offered to retail investors in the U.S. (the Original Decision).
2. On June 6, 2025, the Filer filed a variation application to modify certain representations contained in the Original Decision, specifically those related to the Revised Target Allocation, the Repurchase Tender Form and Sunset Clause (each, as defined below). These modifications stem from operational changes that the Filer is adopting to increase the operational efficiency of the Fund.
3. The Filer requests that the Original Decision be revoked and replaced with this decision such that the Requested Relief may be granted to the Fund.
Structure
4. The Filer is the trustee, investment fund manager and portfolio manager of the Fund. The Filer is registered as an investment fund manager, portfolio manager, exempt-market dealer and commodity trading manager in Ontario. The Filer is registered as a portfolio manager and exempt-market dealer in all other Canadian provinces and territories and as an investment fund manager in Newfoundland and Labrador and Québec. The head office of the Filer is in Toronto, Ontario.
5. The Fund is a non-redeemable investment fund created under the laws of the Province of Ontario and is governed by the provisions of NI 81-102, subject to any relief therefrom granted by the securities regulatory authorities.
6. The Filer is not in default of securities legislation in the Jurisdiction or the Other Jurisdictions.
7. Units of the Fund are offered by simplified prospectus filed in all of the provinces and territories in Canada; accordingly, the Fund is a reporting issuer in each of the provinces and territories of Canada.
8. Securities of the Fund are distributed through IG Wealth Management Inc. (the Representative Dealer), as well as other dealers which may or may not be affiliated with the Filer (individually, each a Dealer and collectively, the Dealers).
9. Investors Group Securities Inc. was listed as the representative dealer in the Original Decision. Effective July 1, 2025, Investors Group Financial Services Inc. and Investors Group Securities Inc., merged into the Representative Dealer.
10. The Representative Dealer is a member of the Canadian Investment Regulatory Organization (CIRO) and is a dually registered dealer in each of the Jurisdictions, operating as an investment dealer with a dedicated mutual fund division.
11. Each Dealer is, or will be, registered in the category of investment dealer in one or more of the Jurisdictions. The Dealers are, or will be, members of CIRO.
12. The Representative Dealer is not in default of securities legislation in the Jurisdiction or the Other Jurisdictions.
13. The Fund is operated as an interval fund and is structured in a substantially similar manner to interval funds that are offered to retail investors in the U.S. under Rule 23c-3 of the Investment Company Act of 1940.
14. The Fund was launched on January 24, 2022. As of September 30, 2025, the Fund had C$56,780,492 in assets under management.
15. Pursuant to its investment objectives, the Fund seeks to achieve income-oriented risk-adjusted returns by investing primarily in (i) illiquid private credit investments and other debt instruments on an indirect basis (the portion of the Fund's assets allocated to such securities, the Private Portfolio); and (ii) public securities and other debt instruments (the Public Portfolio). The Fund's exposure to the Private Portfolio will be made through investments in one or both of Northleaf Senior Private Credit Fund (NSPC) and Northleaf Senior Private Credit-L Fund (NSPC-L) (together the Northleaf Private Credit Funds and each a Northleaf Private Credit Fund).
16. In the Original Decision, the Filer noted that under most market conditions the Fund would seek to allocate approximately 35% to 65% (the Initial Target Allocation) of its assets in the Private Portfolio.
17. As noted in the Original Decision, the Fund entered into a subscription agreement which committed the Fund to a capital call schedule that established the periodic deployment of its applicable capital commitment. The Fund invested in NSPC-L in January 2022, which called for capital over five quarters (the Initial Ramp-up Period). As expected, following the completion of the Initial Ramp-Up Period, the Fund reached its Initial Target Allocation in the Private Portfolio through its exposure to NSPC-L.
18. As noted in the Original Decision, the portfolio manager may increase the Fund's exposure to one or both Northleaf Private Credit Funds periodically by making additional capital commitments to the Northleaf Private Credit Funds. Since the inception of the Fund, NSPC-L has compressed its capital call schedule and streamlined its capital calls to a single calendar quarter. This change relieves the Fund of its multi-quarter commitment liabilities and reduces the volume of capital calls where it is required to increase its investments in the Northleaf Private Credit Funds.
19. NSPC-L may extend capital periods to multiple quarters, and the Fund may be subject to ramp-up periods similar to the Initial Ramp-Up Period. Therefore, it is possible that the Fund's exposure to the Private Portfolio could be diluted by cash flows from subscriptions that cannot be immediately invested in a Northleaf Private Credit Fund, including to the point where the Fund's exposure to the Northleaf Private Credit Funds may be reduced below the minimum Initial Target Allocation. The Fund's exposure to the Private Portfolio could also be diluted by market exposure if the Public Portfolio appreciates in value significantly relative to the Private Portfolio.
20. The Filer confirms that as of March 31, 2025, the Fund held approximately C$27.5 million in Private Portfolio assets. Of this amount, approximately C$18.9 million, or 44.9% of the Fund's assets, have been free from the applicable lock-up schedule and became available to facilitate redemptions. Further, the Fund had 34.5% of its assets invested in the Public Portfolio.
21. Given the current liquidity profile of the Fund, as described herein, including in representations 65 through 73, the Filer expects to increase the target private credit allocation from the Initial Target Allocation to 60% to 75% (the Revised Target Allocation). The Filer has determined that the Revised Target Allocation will not have any adverse impact on the liquidity risk profile of the Fund. Specific allocations of the Fund to the Private Portfolio are monitored in accordance with the Fund's liquidity risk management policies.
22. The Filer confirms that the Fund's exposure to the Public Portfolio is still made through investments in exchange traded funds (ETFs) or other investment funds managed by the Filer or third parties in accordance with NI 81-102. The Public Portfolio is invested in securities that are not "illiquid assets" under NI 81-102.
23. The Fund may use derivatives for hedging purposes to reduce its exposure to changes in exchange rates, securities prices, interest rates or other risks.
24. The Fund's annual management fee for Series A securities is 2.25% and for Series F securities is 1.25%. The Fund's administration fee for Series A securities is 0.20% and for Series F securities is 0.15%.
25. NSPC is an open-end pooled investment vehicle organized using a series of Ontario-resident entities. It was launched by Northleaf (defined below) in March 2019. NSPC has a global investment mandate focused on making senior secured loans, primarily to finance private equity-backed companies. Its strategy seeks to mitigate risk while maximizing returns by investing in a portfolio focused on senior secured private credit loans diversified by borrower, industry and geography. NSPC's portfolio is diversified across geographies, industry sectors and individual borrowers. NSPC makes prudent use of leverage in the form of subscription line financing (the Subscription Line). The Subscription Line, which is secured by undrawn investor commitments, enables NSPC to make investments in an efficient manner as each tranche of investor capital is drawn, as opposed to drawing capital in advance and then gradually deploying that capital over time. The manager of NSPC is Northleaf Capital Partners (Canada) Ltd. (together with its affiliates, Northleaf).
26. NSPC-L is an open-end pooled investment vehicle organized using a series of Ontario-resident entities. It was launched by Northleaf in October 2018. NSPC-L follows the same strategy as NSPC except that it utilizes asset-level leverage as part of its investment strategy and has an annual incentive fee payable by investors if NSPC-L's annual return is above a set hurdle. NSPC-L makes use of leverage in the form of an asset-based lending facility. The asset-based leverage utilized by NSPC-L is expected to result in the Fund having greater exposure to private credit strategies than the size of the Private Portfolio would indicate. In addition, NSPC-L also makes use of leverage in the form of subscription line financing (as described above).
27. Each Northleaf Private Credit Fund is not an "investment fund" pursuant to the Act.
28. Each Northleaf Private Credit Fund is not, and is not expected to be, a reporting issuer in any of the Canadian jurisdictions or listed on any recognized stock exchange. Interests in the Northleaf Private Credit Funds are, or will be, sold pursuant to exemptions from the prospectus requirements in accordance with National Instrument 45-106 Prospectus Exemptions.
29. Each Northleaf Private Credit Fund holds senior loans, comprised primarily of first lien and unitranche loans.
30. Northleaf is a global private markets investment firm with more than US$28 billion in private credit, private equity and infrastructure commitments under management on behalf of more than 300 institutional investors. Northleaf is led by an experienced group of professionals, who collectively have significant experience in structuring, investing and managing global private markets investments and in evaluating, negotiating, structuring and executing complex financial transactions.
31. As of March 31, 2025, (i) NSPC had accepted investor commitments of approximately US$1.92 billion from more than 100 distinct investors and had a portfolio of loans valued at approximately US$1.47 billion, and (ii) NSPC-L had accepted investor commitments of approximately US$1.08 billion from more than 85 distinct investors and had a portfolio of loans valued at approximately US$1.91 billion.
32. On October 28, 2020, the Filer, Great-West Lifeco Inc. (Lifeco) and Northleaf entered into a strategic relationship whereby the Filer and Lifeco jointly acquired a 49.9% non-controlling voting interest and 70% economic interest in Northleaf. The Filer believes this strategic partnership will expand and enhance the private markets product capabilities across the Filer's and Lifeco's distribution channels and accelerate Northleaf's growth strategy by providing additional access to balance sheet capital, global relationships and best-in-class retail product development and distribution.
33. The Filer expects that at all times while the Fund is invested in one or both Northleaf Private Credit Funds, such investments will be accompanied by other arm's length investors.
34. The Fund is treated as an arm's length investor in the Northleaf Private Credit Funds, on the same terms as all other third party investors.
35. The Fund does not actively participate in the business or operations of either Northleaf Private Credit Fund.
36. The Fund has appointed an Independent Review Committee to address any potential conflict of interest issues as required by National Instrument 81-107 Independent Review Committee for Investment Funds.
37. The prospectus of the Fund discloses that the Filer and Lifeco hold a significant ownership interest in Northleaf.
Subscriptions and Repurchases
38. Subscriptions for the Fund will continue to be processed as of the last Business Day (where a "Business Day" means any day that the Toronto Stock Exchange is open for trading) of each month (each a Subscription Date). Subscriptions must be received by the Filer at least three Business Days (the "transaction cut-off date") prior to the relevant Subscription Date. Investors have the right to withdraw from the Fund up to five Business Days following the "transaction cut-off date". The NAV will continue to be calculated effective on the Subscription Date once the valuations of the Northleaf Private Credit Funds are made available which will be approximately seven Business Days following each Subscription Date.
39. As the Fund will continue to be operated as an interval fund, it will continue to conduct quarterly repurchase offers (which are effectively similar to redemptions) to be effective as of the last Business Day of March, June, September and December of each year (a Repurchase Pricing Date). Repurchase offers will continue to be subject to a limit of 5% of the Fund's outstanding Units at NAV (the Repurchase Limit) on the Repurchase Pricing Date in accordance with the following schedule:
(a) On a quarterly basis, the Filer will continue to notify the Fund's unitholders (Unitholders) of the repurchase offer (at least 21 calendar days before the Repurchase Request Deadline Date (as defined below)) by posting to the Filer's website a repurchase offer notice (the Repurchase Offer Notice) for each applicable quarter.
(b) The Repurchase Offer Notice will continue to describe the repurchase offer terms, including: (i) the Repurchase Request Deadline Date, Repurchase Pricing Date and Repurchase Payment Deadline (as defined below); (ii) a statement of the risk of fluctuation in NAV between the Repurchase Request Deadline Date and the Repurchase Pricing Date; (iii) the procedures for tendering Units and modifying or withdrawing previous tenders until the Repurchase Request Deadline Date; (iv) the procedures under which the Fund may repurchase shares on a pro-rata basis; (v) the circumstances in which the Fund may suspend or postpone a repurchase offer; (vi) details on where and when Unitholders can find the Fund's most recently calculated NAV; and (vii) the process that must be followed in order for Unitholders to tender their Units.
(c) Unitholders will continue to have at least 21 calendar days from the posting on the Filer's website of the applicable Repurchase Offer Notice to complete the process that must be followed in order for Unitholders to tender their Units (i.e., the date by which Unitholders can tender their Units in response to a repurchase offer) (the Repurchase Request Deadline Date). The Repurchase Request Deadline Date will continue to be no more than 14 calendar days before the Repurchase Pricing Date.
(d) Following the Repurchase Request Deadline, the Filer will continue to determine repurchase allocations for Unitholders up to the applicable limit, on pro-rata basis.
(e) The month-end NAV will continue to be calculated no later than seven Business Days following each applicable Repurchase Pricing Date.
(f) The Filer will continue to pay repurchase proceeds to Unitholders no later than eight Business Days (the Repurchase Payment Deadline) following the Repurchase Pricing Date.
40. In lieu of mailing the Repurchase Offer Notice, the Filer will continue to instead have a dedicated webpage for the Fund where it will clearly post each Repurchase Offer Notice and all other pertinent information relating to redemptions of the Fund. As mentioned above, the Filer will continue to notify the Fund's Unitholders at least 21 calendar days before the Repurchase Request Deadline Date by posting to the Filer's website an updated Repurchase Offer Notice. The Filer will continue to notify the applicable dealers and advisors at least 21 calendar days before the Repurchase Request Deadline Date, through its Dealer Relations and Distribution representatives and provide them with the applicable Repurchase Offer Notice so they may share it with all applicable investors that hold Units of the Fund.
41. From the time the Fund posts a Repurchase Offer Notice until the applicable Repurchase Pricing Date, the Fund will continue to hold highly liquid securities in an amount that is not less than one hundred percent of the repurchase offer amount.
42. If a repurchase offer is oversubscribed (the Filer receives requests to redeem Units representing more than the Repurchase Limit) and the Fund's portfolio manager determines not to repurchase additional Units beyond the Repurchase Limit, the repurchase requests in excess of such amount may be deferred pro rata amongst all Unitholders seeking to redeem Units on the applicable Repurchase Pricing Date until the Repurchase Pricing Date next following such Repurchase Pricing Date. The original repurchase request will roll forward to the next Repurchase Pricing Date and Unitholders will not need to follow the process that must be followed in order for Unitholders to tender their Units. Unitholders will be subject to the risk of NAV fluctuations during that period. Unitholders can partially or fully withdraw their repurchase request at any time before the next Repurchase Offer Notice.
43. If on such subsequent Repurchase Pricing Date, repurchase requests again represent more than the Repurchase Limit, then the original repurchase request shall continue to roll forward to subsequent Repurchase Pricing Dates in a similar manner until the request is fulfilled. Deferred repurchase requests will not have priority over repurchase requests in respect of any other Units which have been received in respect of that or any previous Repurchase Pricing Date.
44. The Filer believes in most market conditions; investors will continue to be able to successfully tender their investment for repurchase within six months. In circumstances where the Fund receives repurchase tender offers from investors in excess of the Repurchase Limit for eight consecutive quarters, the Fund could, if the Filer determines it would be in the best interests of the Fund, undertake an orderly wind-down (meeting 5% of liquidity requests per quarter) so that investors would have their investments returned over approximately 16 quarters or 4 years.
45. The repurchase schedule in the Original Decision contemplated the use of a repurchase tender form (the Repurchase Tender Form) to process repurchase offers. The Repurchase Tender Form was used by the Filer to align the repurchase process of the Fund with the requirements outlined in the U.S. regulations governing interval funds. However, repurchase offers of the Fund only occur on a quarterly basis and are subject to the Repurchase Limit.
46. The Filer submits that the Repurchase Tender Form is administratively burdensome and unnecessary given the Fund's Repurchase Limit and quarterly repurchase schedule, which are both clearly described in the Fund's simplified prospectus, Fund Facts, related educational materials and is disclosed on the dedicated Fund website
47. Fundserv's redemption function can be effectively used by all Dealers in respect of the Fund and provides the Filer with sufficient information to process repurchase requests in an efficient and timely manner. Given the effectiveness of Fundserv and static nature of the Fund's Repurchase Limit, the Filer proposes to discontinue the use of the Repurchase Tender Form and instead process repurchase offers exclusively through Fundserv.
48. The Filer believes that the elimination of the Repurchase Tender Form will streamline the repurchase process for Unitholders of the Fund.
Valuation
49. The valuation of the Fund is completed by using the fair value of the Fund's assets and liabilities in accordance with NI 81-106. The Filer calculates the NAV of the Fund on at least a weekly basis and at each month-end. As the Fund's Units are offered on a monthly basis only, the month-end NAV is used for transactions while the weekly NAVs is used for indicative purposes. The Public Portfolio assets, which are publicly traded securities for which market prices are readily available, are valued based on their trading prices. However, within the Private Portfolio, there is likely to be no public market for the underlying loans held by the Northleaf Private Credit Funds. Thus, the valuation of the Northleaf Private Credit Funds, and, consequently, the Private Portfolio of the Fund, is inherently subjective and requires the use of techniques that are costly and time consuming. To provide a reasonable estimate of fair value, the Northleaf Private Credit Funds have retained a valuation firm independent of Northleaf, the Filer, and their affiliates (an Independent Valuation Firm) to assist in determining the fair value for the underlying loans held by each Northleaf Private Credit Fund within the Private Portfolio on at least a monthly basis. Northleaf provides the Independent Valuation Firm with information about the underlying loans, which the Independent Valuation Firm then uses to assign a credit rating that underpins the valuation of the underlying loans.
50. The Filer confirms that the current Independent Valuation Firm for the Northleaf Private Credit Funds continues to be IHS Markit.
51. Each Northleaf Private Credit Fund is valued on a quarterly basis by Northleaf with the assistance of the Independent Valuation Firm. The same methodology that is currently being used to value the Northleaf Private Credit Funds' portfolios quarterly is also used by the Fund to value the Private Portfolio monthly. The Filer receives a statement of fair value for each Northleaf Private Credit Fund on a monthly and quarterly basis.
52. Each Northleaf Private Credit Fund prepares annual financial statements that are audited by Ernst & Young LLP (Canada). The Fund receives a copy of these annual audited financial statements shortly after each Northleaf Private Credit Fund's year end.
NI 41-101 Relief
53. The Fund is a non-redeemable investment fund under Canadian securities legislation and absent the NI 41-101 Relief would be subject to NI 41-101.
54. Pursuant to the Original Decision, the Filer has filed a simplified prospectus and a fund facts document (Fund Facts) for the Fund. The Filer remains of the view that filing a simplified prospectus and Fund Facts in accordance with NI 81-101 will assist in providing full, true and plain disclosure of all material facts relating to the Fund.
55. Filing documents in accordance with Forms 81-101F1 and 81-101F3 would mean that the Filer will also create Fund Facts for the Fund, whereas this is not required under NI 41-101. Given the Fund Facts is a document written in plain language that highlights key information that the CSA has identified as important to investors, the Filer believes it remains beneficial to investors in the Fund to have access to Fund Facts. The Filer remains of the view that investors receive as much or more information under Forms 81-101F1 and 81-101F3 and that this format is easier for investors to understand.
56. For the reasons provided above, the Filer submits that it would not be prejudicial to the public interest to continue to grant the requested NI 41-101 Relief.
Fund Facts Delivery Relief
57. Absent the relief from Section 71(1) of the Act, given the Fund is a non-redeemable investment fund, any Dealer who trades in Units of the Fund would have to deliver or send to an investor the most recently filed prospectus.
58. As mentioned above, the Filer believes that continuing to deliver the Fund Facts will assist in providing full, true and plain disclosure of all material facts relating to the Fund. Given the Fund Facts is a document written in plain language that highlights key information that the CSA has identified as important to investors, the Filer remains of the view that it is beneficial to investors in the Fund to have the Fund Facts delivered in lieu of the prospectus.
59. Given that the Fund complies with NI 81-101, the Dealers, including the Representative Dealer, is required to send or deliver the most recently filed Fund Facts in accordance with section 3.2.01 of NI 81-101 (the Delivery Requirement).
60. The Filer, and any Dealer distributing the Fund, will continue to grant to an investor purchasing the securities of a Fund a Right of Withdrawal as described in this decision document upon the sending or delivery of the Fund Facts.
61. The Filer, and any Dealer distributing the Fund, will continue to grant to an investor purchasing the securities of the Fund a right of action for failure to meet the Delivery Requirement as set out in section 3.2.2 of NI 81-101 (the Right of Action).
62. In order to be eligible to distribute the Fund, each Dealer is required to sign an agreement with the Filer which includes the terms described further herein.
63. For the reasons provided above, the Filer submits that it would not be prejudicial to the public interest to continue to grant the requested Fund Facts Delivery Relief.
Redemption Relief
64. Subsection 10.4(1.2) of NI 81-102 provides that a non-redeemable investment fund must pay the redemption proceeds for securities that are subject to a redemption order within 15 business days after the date of calculation of the NAV per security used in establishing the redemption price. But for the Redemption Relief, the Fund would be unable to operate as an "interval fund" given that the securities subject to a repurchase tender offer made by a Unitholder to the Fund may not be paid within 15 business days of the Repurchase Pricing Date in circumstances where a repurchase offer is oversubscribed and the Fund does not repurchase the entire amount of Units tendered. To September 30, 2025, no repurchase offer has been oversubscribed.
65. For the reasons provided above, the Filer respectfully submits that it would not be prejudicial to the public interest to continue to grant the requested Redemption Relief.
Illiquid Asset Relief
66. Subsection 2.4(4) of NI 81-102 prohibits a non-redeemable investment fund from purchasing an illiquid asset if, immediately after the purchase, more than 20% of its NAV would be made up of illiquid assets. Subsection 2.4(5) of NI 81-102 prohibits a non-redeemable investment fund from holding, for a period of 90 days or more, more than 25% of its NAV in illiquid assets. Subsection 2.4(6) of NI 81-102 requires a non-redeemable investment fund, if more than 25% of its NAV is made up of illiquid assets, to take all necessary steps as quickly as commercially reasonable, to reduce the percentage of its NAV made up of illiquid assets to 25% or less.
67. The Filer relies on the Illiquid Asset Relief, as granted in the Original Decision, to enable the Fund to pursue and achieve its investment strategy of investing in private credit investments globally through the Northleaf Private Credit Funds.
68. Each investment made by the Fund in a Northleaf Private Credit Fund is subject to a separate "lock-up" period whereby the Fund generally may not submit a redemption request for any of the units the Fund holds in the Northleaf Private Credit Fund until three years after the first subscription payment date applicable to the Northleaf Private Credit Fund investment (the Lock-up Period).
69. Any interest that the Fund holds in a Northleaf Private Credit Fund is considered an "illiquid asset" as, among other things, the Fund's investments in the Northleaf Private Credit Funds are subject to the Lock-up Period. Further, after the Lock-up Period is complete, Northleaf Private Credit Fund investors are only permitted to redeem on the last business day of each calendar quarter. Additionally, each redemption by a Northleaf Private Credit Fund investor is limited to 25% of the balance of such investor's capital account per quarter. The Northleaf Private Credit Funds are structured this way due to the fact that their investments consist of a portfolio of private credit loans, which are generally themselves considered to be illiquid investments.
70. The Filer has been able to manage the Fund's repurchase requirements despite the illiquid nature of its holdings in the Northleaf Private Credit Funds. Since its launch in January 2022, the Fund has been able to fulfill all repurchase requests received from Unitholders. The Filer has structured the Fund to ensure liquidity is available to manage repurchase requests under all scenarios, including significant market events, by (i) using a conservative repurchase offer amount of 5% to ensure it can fulfill Unitholders' repurchase requests, having determined this amount by stress-testing under models that contemplate severe economic downturns among other scenarios; (ii) investing 100% of the Public Portfolio in ETFs (these holdings are liquid and tradeable on the stock exchange and can be used by the portfolio manager of the Fund to assist in facilitating repurchases); (iii) seeking out other institutional investors who, subject to Northleaf's approval, could purchase the Fund's interests in the Northleaf Private Credit Funds, if necessary; and (iv) providing balance sheet support from the Filer's corporate assets as described above, if necessary.
71. To ensure these illiquid investments are appropriately valued, the Independent Valuation Firm is used by Northleaf to assist in determining the fair value of the underlying loans held by the Northleaf Private Credit Funds on at least a monthly basis. The Filer receives a statement of fair value for each Northleaf Private Credit Fund on a monthly and quarterly basis. As noted in the Original Decision, the Northleaf Private Credit Funds initially retained IHS Markit to act as the Independent Valuation Firm.
72. While private credit loans are generally considered to be illiquid in nature (other than the ability to privately buy and sell these loans in a secondary market), they have historically exhibited a yield premium and relatively low losses during times of market stress (compared to liquid securities of issuers with a similar risk profile) and also provide a degree of diversification to investor portfolios. The Fund relies on the Illiquid Asset Relief, as granted in the Original Decision, in order to meet its investment objective of providing indirect exposure to private credit through its investments in the Northleaf Private Credit Funds.
73. The Fund's Public Portfolio is, and will continue to be, comprised of securities that are not considered to be "illiquid assets" under NI 81-102.
74. For the reasons provided above, the Filer respectfully submits that it would not be prejudicial to the public interest to continue to grant the requested Illiquid Asset Relief.
Concentration Restriction Relief
75. The Fund primarily achieves its investment objectives and executes its investment strategy through direct holdings of interests in the Northleaf Private Credit Funds. Under most market environments, the Fund's investment strategy will allow it to invest up to 75% of its NAV in securities of the Northleaf Private Credit Funds.
76. Subsection 2.1(1.1) of NI 81-102 prohibits an investment fund from purchasing a security of an issuer, entering into a specified derivatives transaction or purchasing index participation units if, immediately after the transaction, more than 20% of its NAV would be invested in securities of any one issuer.
77. The Filer believes that it is in the best interests of the Fund to continue to be permitted to invest more than 20% of its net assets in one or both of the Northleaf Private Credit Funds. The Northleaf Private Credit Funds are investment products that provide the Fund with diversified exposure to a group of private credit investments. The Filer submits this remains an efficient method for the Fund to achieve diversified exposures in accordance with its objectives and would not trigger the policy concern of the Fund being overly concentrated in a single debt issuer.
78. The Fund's prospectus discloses the risks associated with the concentration of the Fund's net assets in the Northleaf Private Credit Funds.
79. The Northleaf Private Credit Funds' governing documents state that the maximum amount that the Northleaf Private Credit Fund may invest in a single company or other issuer in which that Northleaf Private Credit Fund makes a private credit investment/loan is 10% of the sum of (i) the Northleaf Private Credit Fund's undrawn capital commitments from its investors and (ii) the Northleaf Private Credit Fund's gross asset value, measured at the time of investment. On a look-through basis, this provides the Fund with a diversified portfolio of loans and mitigates the concentration risk that section 2.1 of NI 81-102 seeks to address.
80. For the reasons provided above, the Filer respectfully submits that it would not be prejudicial to the public interest to continue to grant the requested Concentration Restriction Relief.
Control Restriction Relief
81. As mentioned above, the Fund primarily achieves its investment objectives and strategies through direct holdings of interests in the Northleaf Private Credit Funds.
82. In order to ensure that investment funds are passive investment vehicles, NI 81-102 includes certain provisions to restrict the control an investment fund would have over the issuers in which it invests. Specifically, subsection 2.2(1) of NI 81-102 prohibits an investment fund from holding more than 10% of the voting securities or equity securities of an issuer or from investing for the purpose of exercising control over, or management of, the issuer.
83. The Companion Policy to NI 81-102 states in s. 3.2.1:
In determining whether an investment fund exercises control over, or is involved in the management of, an investee company, for the purposes of compliance with section 2.2 of the Instrument, the Canadian securities regulatory authorities will generally consider indicators, including the following:
(a) any right of the investment fund to appoint directors, or observers, of the board of the investee company;
(b) any right of the investment fund to restrict the management of the investee company, or to approve or veto decisions made by the management of the investee company;
(c) any right of the investment fund to restrict the transfer of securities by other securityholders of the investee company.
84. The Fund may, over the course of its existence, hold more than 10% of the securities of a Northleaf Private Credit Fund. While the securities of the Northleaf Private Credit Funds that the Fund holds would technically be considered voting and/or equity securities, the Fund does not invest in either Northleaf Private Credit Fund for the purpose of exercising control over, or management of, the Northleaf Private Credit Fund. The securities of each Northleaf Private Credit Fund held by the Fund do not (i) provide any right to the Fund to appoint directors or observers to any board of a Northleaf Private Credit Fund or its manager, (ii) provide the Fund with any rights to restrict management of either Northleaf Private Credit Fund or be involved in the decision-making with respect to investments or loans made by a Northleaf Private Credit Fund or (iii) provide the Fund with any right to restrict the transfer of securities of a Northleaf Private Credit Fund by other investors in the Northleaf Private Credit Fund.
85. The Fund does not have any look-through rights with respect to the portfolios of loans held by the Northleaf Private Credit Funds. Further, the Fund does not have any rights to or responsibility for administering any of the loans held by the Northleaf Private Credit Funds.
86. For the reasons provided above, the Filer respectfully submits that it would not be prejudicial to the public interest to continue to grant the requested Control Restriction Relief.
NAV Relief
87. Under section 14.2(3)(b) of NI 81-106, an investment fund that is a reporting issuer that uses or holds specified derivatives must calculate its NAV on a daily basis.
88. The Fund calculates the NAV on at least a weekly basis and at each month-end, which is consistent with the requirement for interval funds offered in the U.S.
89. As subscriptions for the Fund are only permitted monthly and repurchases are only permitted quarterly, a daily NAV calculation is not required as no investor will be purchasing or selling on the dates on which such values are calculated.
90. Notwithstanding the above, as with U.S. interval funds, the Fund calculates the NAV of the Fund on each of the five business days before each Repurchase Request Deadline.
91. The Fund's prospectus discloses that the Fund's NAV will be calculated and made available to Unitholders on a weekly basis.
92. For the reasons provided above, the Filer respectfully submits that it would not be prejudicial to the public interest to continue to grant the requested NAV Relief.
Sunset Provision
93. The Original Decision included a condition stating that it would expire upon the earlier of: (i) the coming into force of securities legislation that establishes a regulatory scheme that addresses a substantially similar interval fund structure in Canadian jurisdictions; and (ii) five years from the date of the Original Decision (the Sunset Clause).
94. The Filer submits that the Fund has been managed effectively since its inception in accordance with applicable securities regulations and exemptive relief, without any client complaints. The consistent and compliant operation of the Fund demonstrates its sound governance and reliability. Removing the Sunset Clause would ensure continuity for Unitholders and enable the Filer to plan and operate with greater long-term stability.
95. For the reasons provided above, the Filer respectfully submits that the Sunset Clause should be removed and that it would not be prejudicial to the public interest to do so.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that:
The Fund is an interval fund and commits that:
(a) It will offer subscriptions at NAV on the last Business Day of each month and conduct repurchase offers subject to the Repurchase Limit on the last Business day of each of March, June, September, and December in each calendar year.
(b) Repurchase requests received through Fundserv by the Repurchase Request Deadline Date will be processed effective on the Repurchase Pricing Date.
(c) The Filer will repurchase Units on a pro rata basis based on the number of Units tendered for repurchase.
(d) It will calculate the month-end NAV no later than seven Business Days after each applicable Repurchase Pricing Date.
(e) The Filer will pay repurchase proceeds to Unitholders no later than eight Business Days after the Repurchase Pricing Date.
(f) The Filer will have a dedicated webpage for the Fund where it will clearly post each Repurchase Offer Notice and all other pertinent information relating to redemptions of the Fund at least 21 calendar days before the Repurchase Request Deadline.
(g) The Filer will calculate a NAV of the Fund on at least a weekly basis and at each month end. The NAV will be made available on a weekly basis on the Filer's website.
The Fund will comply with all applicable requirements of NI 81-101, except as set out below:
(a) Notwithstanding section 3.2.1 of NI 81-101 an investor will have the right to withdraw from an agreement to purchase securities of the Fund any time prior to the fifth Business Day following the applicable "transaction cut-off date" (the Right of Withdrawal);
(b) General Instruction 6 of Form 81-101F1, as some of the headings of the prospectus have been changed to address the unique structure of the Fund; and
(c) General Instruction 8 of Form 81-101F3 as an additional heading has been added to the "Quick Facts" section of the Fund Facts to address the unique structure of the Fund and text box disclosure has also been added to the Fund Facts.
The Filer will file a separate simplified prospectus and Fund Facts for the Fund, which will include the following disclosure:
(a) the simplified prospectus and Fund Facts will include text box disclosure identifying the Fund as an interval fund and highlighting the unique nature of the Fund. The text box will include disclosure that highlights the long-term horizon of the investment, the repurchases (redemption) mechanics including limitations thereof, and the limited liquidity of the investment;
(b) that the Fund's NAV will be calculated and made available to Unitholders on at least a weekly basis on the Filer's website;
(c) that the Filer and Lifeco hold a significant ownership interest in Northleaf;
(d) regarding the unique risks associated with an investment in the Fund, including:
(i) that Repurchase Offers are capped at 5% per quarter;
(ii) the risks associated with a Repurchase Offer being oversubscribed;
(iii) the illiquid nature of the Fund's allocation to the Northleaf Private Credit Funds and of its indirect exposure to private credit investments;
(iv) risks associated with the concentration of the Fund's net assets in the Northleaf Private Credit Funds; and
(v) appropriate risk disclosure, alerting investors of any material risks associated with the Fund's exposure to the Northleaf Private Credit Funds.
(e) The Filer will disclose in the Fund's annual and interim financial statements, the Fund's Management Report of Fund Performance and quarterly disclosure documents:
(i) "look-through" disclosure to convey certain attributes of the loans held by each Northleaf Private Credit Fund (e.g., geography, sector, investment type and fair value);
(ii) any active impairments and defaults on the loans held by the Northleaf Private Credit Funds (including missed contractual payments); and
(iii) the number of arm's-length investors in the Northleaf Private Credit Funds and the assets under management attributable to the same.
(a) The valuation of the Fund will be completed using the fair value of the Fund's assets and liabilities in accordance with NI 81-106. All of the private credit investments held by the Northleaf Private Credit Funds will be valued by Northleaf monthly with the assistance of the Independent Valuation Firm, which has expertise and experience in valuing private credit assets.
(b) The Filer will receive a statement of fair value from the Northleaf Private Credit Funds on a monthly and quarterly basis.
(c) Each Northleaf Private Credit Fund will be audited annually and, as part of this independent audit, the assistance provided by the Independent Valuation Firm in determining the fair value for the private credit investments held by the Northleaf Private Credit Funds and the valuation of the private credit investments will be provided to the Northleaf Private Credit Funds' auditor.
(a) If the Fund receives repurchase tender offers from investors in excess of 5% of its NAV for eight consecutive repurchase periods or the Private Portfolio of the Fund is more than 90% of the Fund's assets, the Fund will undertake an orderly wind-up.
(b) Once an orderly wind-up is commenced, no new commitments to the Northleaf Private Credit Funds will occur. The Fund will immediately begin the process of selling the assets in the Public Portfolio and also start redeeming the assets from the Northleaf Private Credit Funds quarterly as permitted by the Northleaf Private Credit Funds.
(c) The wind-up will be communicated to unitholders according to the requirements of any relevant securities legislation and the declaration of trust of the Fund and will be prominently disclosed on the Filer's website.
(a) The Filer will ensure the Fund is only distributed through Dealers that are registered as investment dealers with CIRO. For greater clarity, "order execution only" dealers will not be permitted to distribute the Fund.
(b) Given that the Fund will comply with NI 81-101, the Dealers, including the Representative Dealer, are required to send or deliver the most recently filed Fund Facts in accordance with the Delivery Requirement.
(c) The Filer, and any Dealer distributing the Fund, will grant to an investor purchasing the securities of a Fund a Right of Withdrawal as described in this decision document upon the sending or delivery of the Fund Facts.
(d) The Filer, and any Dealer distributing the Fund, will grant to an investor purchasing the securities of the Fund a Right of Action for failure to meet the Delivery Requirement.
(e) In order to be eligible to distribute the Fund, each Dealer will be required to sign the Agreement with the Filer which will include the following:
(i) confirmation of registration with CIRO in the category of investment dealer;
(ii) acknowledgement that the Fund is subject to NI 81-101 pursuant to this decision document;
(iii) acknowledgement and agreement by the Dealer to deliver the Fund Facts in accordance with the Delivery Requirement;
(iv) acknowledgement and agreement to the Right of Withdrawal applicable for the Fund, as described in this decision document; and
(v) acknowledgement and agreement to the Right of Action for failure to meet the Delivery Requirement.
The Agreement will also append this decision document as a schedule to the Agreement. Notwithstanding the Agreement, the Filer will be responsible for the withdrawal rights described in the decision.
(f) The Filer will cause the Fund to honour any request made by an investor to exercise the Right of Withdrawal in respect of an agreement to purchase securities of a Fund managed by the Filer that a Dealer fails to honour, provided such request is made in respect of a validly exercised right.
(g) The Filer or its agent will keep records of the Dealer that have returned to the Filer or its agent signed copies of the Agreement and, on a confidential basis, the Filer or its agent will provide the principal regulator for the Fund on a quarterly basis beginning 60 days after the date upon which the Requested Relief is granted, and upon request, at the discretion of the Filer, either (i) a current list of all such Dealers, or (ii) an update to the list of such Dealers or confirmation that there has been no change to such list.
(a) Neither Northleaf Private Credit Fund will invest more than 10% of its net assets in a single private credit investment.
(b) The Fund will be treated as an arm's length investor in the Northleaf Private Credit Funds, on the same terms as all other third-party investors.
(c) Arm's length investors to the Filer will at all times represent at least 51% of both Northleaf Private Credit Funds.
(d) The Fund will not actively participate in the business or operations of either Northleaf Private Credit Fund.
(e) The Fund will have at least 10% of its assets invested in liquid investments at all times.
(f) The Filer will present annual updates to its Board of Directors reporting on the Fund's liquidity risk management and repurchase history.
(g) No management, administration, or incentive fees will be payable by the Fund in respect of its investment in a Northleaf Private Credit Fund that, to a reasonable person, would duplicate a fee payable by a Northleaf Private Credit Fund for the same service.
(h) Investors will be provided with current and historical information of the level of redemption requests on the Filer's website as it becomes available.
(i) Each Northleaf Private Credit Fund's Subscription Line will be capped by the amount of undrawn investor commitments.
(j) The Fund will not invest in either Northleaf Private Credit Fund for the purpose of exercising control over, or management of, the Northleaf Private Credit Fund.
(k) The Fund will not have any rights to or responsibility for administering any of the loans held by the Northleaf Private Credit Funds.
Application File #: 2025/0359
SEDAR+ File #: 6297543
Brookfield Business Partners L.P.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- decision exempting a resulting issuer from the requirement in section 12.3 of National Instrument 41-101 General Prospectus Requirement that the resulting issuer obtain majority approval of its securityholders on a class basis, excluding the votes attached to securities held by affiliates or control persons of the resulting, prior to being able to distribute restricted securities or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, the restricted securities under a prospectus -- relief granted subject to conditions.
National Instrument 41-101 General Prospectus Requirements, s. 12.3.
November 25, 2025
The principal regulator in the Jurisdiction has received an application from Brookfield Business Partners L.P. (the Filer or BBU) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting 1559985 B.C. Ltd. (the Corporation), the successor of the Filer, from the requirement in section 12.3 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) that the Corporation obtain majority approval of its securityholders on a class basis, excluding the votes attached to securities held by affiliates or control persons of the Corporation, prior to being able to distribute Corporation Class A Shares (as defined below) or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, the Corporation Class A Shares under a prospectus (the Requested Relief).
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.
Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 41-101 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 Corporation is a newly formed corporation incorporated under the Business Corporations Act (British Columbia) (the BCBCA) for purposes of the transaction (the Reorganization), pursuant to which the Corporation will replace the Filer and Brookfield Business Corporation (BBUC) as a reporting issuer. Prior to the completion of the Reorganization, the Corporation will not be a reporting issuer in any jurisdiction of Canada.
2. The Filer is an exempted limited partnership established, registered and in good standing under the laws of Bermuda. The Filer's registered and head office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.
3. The Filer is a reporting issuer in all of the provinces and territories of Canada and is an SEC foreign issuer within the meaning of section 1.1 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) and satisfies its continuous disclosure obligations by complying with U.S. federal securities laws as is permitted under NI 71-102. The Filer is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.
4. The authorized capital of the Filer consists of: (a) non-voting limited partnership units of the Filer (the BBU LP Units) and (b) the GP units of the Filer (the BBU GP Units).
5. The BBU GP Units are conventional general partner units that entitle the general partner of the Filer (the General Partner) to manage the Filer. The General Partner is a wholly-owned subsidiary of Brookfield Corporation. The BBU GP Units also share in any distributions and in the remaining assets of BBU in a liquidation.
6. The BBU LP Units are non-voting limited partnership units of the Filer. They entitle a holder to participate in any distributions and in the remaining assets of the Filer in a liquidation. They are non-voting except as required by law or the partnership agreement. The BBU LP Units do not entitle the holders to vote in the election of directors or to remove the General Partner.
7. The BBU LP Units are listed on the New York Stock Exchange (the NYSE) and the Toronto Stock Exchange (the TSX) under the symbols "BBU" and "BBU.UN", respectively.
8. The Filer's only material asset is its limited partnership interest in Brookfield Business L.P. (the Holding LP), a Bermuda exempted limited partnership established, registered and in good standing under the laws of Bermuda.
9. BBUC is a corporation incorporated under the BCBCA, registered and in good standing under the laws of the Province of British Columbia. BBUC's head office is located at 250 Vesey Street, 15th Floor, New York NY 10281 and the registered office is located at 1055 West Georgia Street, Suite 1500, P.O Box 11117, Vancouver, British Columbia, V6E 4N7.
10. BBUC is a reporting issuer in all of the provinces and territories of Canada and is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.
11. The authorized capital of BBUC consists of: (a) the class A exchangeable subordinate voting shares (the Exchangeable Shares); (b) class B multiple voting shares (BBUC Class B Shares); and (c) class C non-voting shares (BBUC Class C Shares). All of the BBUC Class B Shares and BBUC Class C Shares are owned, indirectly, by the Filer and are not transferable except to an affiliate of the Filer.
12. The Exchangeable Shares are listed on the NYSE and the TSX under the symbol "BBUC".
13. The Exchangeable Shares have one vote per share and the BBUC Class B Shares, which are owned indirectly by BBU, have a number of votes equal to three (3) times the total votes on the Exchangeable Shares (such that the Exchangeable Shares have 25% of the collective voting rights and the BBUC Class B Shares have 75%).
14. The BBUC Class C Shares are the only equity securities of BBUC. The Exchangeable Shares are not equity securities of BBUC as a holder is limited to receiving dividends equal to the distributions paid on a BBU LP Unit and on a liquidation, the holder of an Exchangeable Share is entitled to receive only an amount equal to the value of a BBU LP Unit. The Exchangeable Shares are redeemable, at the option of the issuer, at any time, for one BBU LP Unit (or the cash equivalent).
15. BBUC is a paired corporation of BBU, as the Exchangeable Shares are economically equivalent to, and exchangeable for, BBU LP Units on a one-for-one basis. The Exchangeable Shares were intended to provide an alternative way for investors to invest into BBU, through a corporate structure. The Exchangeable Shares are entitled to receive dividends at the same time as, and that are equivalent to, the distributions that are paid on the BBU LP Units.
16. While the Exchangeable Shares are intended to be the economic equivalent of the BBU LP Units, and therefore the trading price is expected to track the trading price of the BBU LP Units, the Exchangeable Shares have historically at times traded at a meaningful premium to the trading price of the BBU LP Units.
17. Holding LP is an exempted limited partnership established, registered and in good standing under the laws of Bermuda. Holding LP's registered and head office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.
18. Holding LP is a subsidiary of the Filer, which holds all the managing general partner units of Holding LP.
19. In addition to the managing general partner units, Holding LP has issued and outstanding redeemable-exchangeable limited partnership units (REUs) and special limited partner units (Holding LP Special Units).
20. The REUs are non-voting limited partnership units of Holding LP that entitle a holder to participate in any distributions and in the remaining assets of Holding LP in a liquidation. They are non-voting except as required by law or the partnership agreement. The REUs do not entitle the holders to vote in the election of directors or to remove the general partner of Holding LP.
21. The REUs are the economic equivalent of, and are redeemable/exchangeable for, BBU LP Units on a one-for-one basis. They also receive distributions that are equal to the distributions paid on the BBU LP Units.
22. The Holding LP Special Units entitle the holder to participate in any distributions and in the remaining assets of Holding LP on liquidation. In addition, they entitle the holder to receive incentive distributions calculated by reference to the quarterly market value of the BBU LP Units multiplied by the aggregate number of issued and outstanding BBU LP Units and Exchangeable Shares, assuming exchange of all REUs.
23. The Corporation's capital structure will include class A subordinate voting shares (Corporation Class A Shares) having one vote per share and class B multiple voting shares (Corporation Class B Shares), owned (indirectly) by Brookfield Corporation, holding a number of votes equal to three (3) times the total votes on the Corporation Class A Shares, such that the Corporation Class A Shares will have 25% of the collective voting rights and the Corporation Class B Shares will have 75%.
24. The Corporation will also have authorized special non-voting incentive shares (Corporation Special Shares) that will be issued in exchange for the Holding LP Special Units, and preferred shares, issuable in series (none of which will be issued in connection with the Reorganization).
25. The Corporation Class B Shares may not be transferred to any person other than Brookfield Corporation or a person controlled by Brookfield Corporation.
26. The Corporation Class A Shares, Corporation Class B Shares and Corporation Special Shares will all be equity shares of the Corporation under the Legislation.
27. Upon completion of the Reorganization:
(a) each holder of BBU LP Units, Exchangeable Shares and REUs will receive a Corporation Class A Share on a one-for-one basis;
(b) the owner of the general partner of BBU will receive, in exchange for the shares of the General Partner, and therefore indirectly the BBU GP Units, Corporation Class B Shares; and
(c) the holder of the Holding LP Special Units will receive Corporation Special Shares in exchange for the Holding LP Special Units.
28. The Corporation Class A Shares will be "restricted securities" within the meaning of NI 41-101.
29. The distribution of the Corporation Class A Shares, Corporation Class B Shares and Corporation Special Shares pursuant to the Reorganization will be exempt from the prospectus requirement under section 2.11(a) of National Instrument 45-106 Prospectus Exemptions as a distribution in connection with a statutory plan of arrangement.
30. The distribution of Corporation Class A Shares pursuant to the Reorganization is a "stock distribution" within the meaning of OSC Rule 56-501 Restricted Shares (OSC Rule 56-501). However, since the Corporation will be a private company immediately prior to the distribution of Corporation Class A Shares, subsection 3.2(1) of OSC Rule 56-501 does not apply to the distribution of Corporation Class A Shares pursuant to the Reorganization and for any subsequent distributions by the Corporation of Corporation Class A Shares, on the basis of the exception contained in subsection 3.2(3) of OSC Rule 56-501.
31. The Reorganization is not a "business combination" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
32. The Reorganization has been reviewed and recommended by a special committee of independent directors of each of BBU and BBUC (the Special Committees), who considered the Reorganization and the fairness to the minority unitholders of BBU and the minority shareholders of BBUC, respectively. The Special Committees also obtained an opinion from a financial advisor to the effect that, as of November 4, 2025 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by Public Holders (as defined in the fairness opinion) of BBU LP Units and by Public Holders of Exchangeable Shares is fair, from a financial point of view, to such holders.
33. The Reorganization will be described in a joint information circular of BBU and BBUC (the Circular) that will contain prospectus-level disclosure regarding the Corporation, the Corporation Class A Shares, the Corporation Class B Shares and the Corporation Special Shares. The Circular will comply with the disclosure requirements with respect to an information circular related to restricted shares set out in section 3.2(1)(e) of OSC Rule 56-501 and section 12.3(2) of NI 41-101.
34. The meeting of the holders of BBU LP Units (the BBU Meeting) and the meeting of the shareholders of BBUC (the BBUC Meeting) will each be held in accordance with applicable requirements, including the procedures established by the Supreme Court of British Columbia.
35. The following approvals will be required and will be sought:
(a) in respect of BBU, the affirmative vote of a majority of the outstanding BBU LP Units as of the close of business on the record date for the BBU Meeting for (i) the resolution approving the Reorganization (the BBU Arrangement Resolution) and (ii) the resolution approving amendments to the BBU amended and restated partnership agreement necessary to facilitate the Reorganization (the BBU LPA Amendment Resolution, and together with the BBU Arrangement Resolution, the BBU Transaction Resolutions); and
(b) in respect of BBUC, the affirmative vote for the resolution approving the Reorganization (the BBUC Arrangement Resolution) of (i) not less than 66?% of the votes cast at the BBUC Meeting by holders of Exchangeable Shares and holders of BBUC Class B Shares, voting together as a single class and (ii) not less than 66?% of the votes cast by the holders of Exchangeable Shares, voting separately as a class.
36. The Circular will disclose that:
(a) the Filer has applied for the Requested Relief in order to not require further approval by the holders of Corporation Class A Shares for any future Prospectus Approval (as defined below) pursuant to NI 41-101, conditional upon the BBU Transaction Resolutions and BBUC Arrangement Resolution having been approved by, on a combined basis, a majority of the votes cast by securityholders of BBU and BBUC (other than affiliates and control persons of BBU and BBUC) (the Combined Approval) with, for purposes of the calculation for the Combined Approval, the lower number of votes cast in favour of the BBU Arrangement Resolution or the BBU LPA Amendment Resolution being combined with the number of votes cast in favour of the BBUC Arrangement Resolution; and
(b) accordingly, (i) in respect of BBU, voting in favour of the BBU Transaction Resolutions (either the BBU Arrangement Resolution or the BBU LPA Amendment Resolution) will constitute voting in favour of the Corporation's ability to conduct future issuances of Corporation Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Corporation Class A Shares pursuant to a prospectus, and (ii) in respect of BBUC, voting in favour of the BBUC Arrangement Resolution will constitute voting in favour of the Corporation's ability to conduct future issuances of Corporation Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Corporation Class A Shares pursuant to a prospectus, in each case, without requiring further approval by Corporation shareholders in accordance with NI 41-101.
37. Upon the completion of the Reorganization, the Corporation Class A Shares will be "restricted securities" within the meaning of NI 41-101 and any prospectus distributions of Corporation Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Corporation Class A Shares will require the approval of holders of Corporation Class A Shares (the Prospectus Approval).
38. Upon the completion of the Reorganization, the Corporation will be a reporting issuer in each of the provinces and territories of Canada that will be a "successor issuer" of the Filer under National Instrument 44-101 Short Form Prospectus Distributions.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted so long as:
(a) the Combined Approval has been obtained at the BBU Meeting and the BBUC Meeting;
(b) the first prospectus filed by the Corporation discloses that:
(i) the Filer obtained the Combined Approval at the BBU Meeting and the BBUC Meeting; and
(ii) the Filer obtained the Requested Relief; and
(c) any subsequent restricted security reorganization carried out by the Corporation related to the Corporation Class A Shares, Corporation Class B Shares or Corporation Special Shares complies with the provisions of section 12.3 of NI 41-101.
OSC File #: 2025/0601
Insight Investment Management (Global) Limited and Insight Investment International Limited
Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The Filers are affiliated entities and have valid business reasons for the individuals to be registered with both firms. The Filers have policies in place to address material conflicts of interest in the best interest of clients. The Filers are exempted from the prohibition on a time-limited basis.
Multilateral Instrument 11-102 Passport System, s. 4.7.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1 and 15.1.
December 1, 2025
The principal regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation), for a decision pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) for relief from paragraph 4.1(1)(b) of NI 31-103 (the Dual-Registration Restriction) to permit the Representatives (as defined below) to be registered as advising representatives of each of IIMG and IIIL for a limited period of time during the transfer of all managed account clients of IIIL in Canada by IIMG (the Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in each of Alberta, British Columbia, Manitoba, Nova Scotia, Québec and Saskatchewan (collectively with the Jurisdiction, the Canadian Jurisdictions).
Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filers:
IIIL
1. IIIL is a company formed under the laws of the United Kingdom. IIIL is registered as a portfolio manager in each of the Canadian Jurisdictions and as a Commodity Trading Manager in Ontario. The head office of IIIL is located in London, United Kingdom. IIIL provides discretionary and non-discretionary investment management services to primarily institutional clients such as corporate pension funds, retirement plans, insurance companies and government entities in mostly institutional separate accounts in the United Kingdom, Japan, and Canada.
2. IIIL is also registered as an investment adviser with the Financial Conduct Authority (FCA) in the United Kingdom.
3. IIIL is not in default of any requirement of securities, commodity futures or derivatives legislation in any of the Canadian Jurisdictions and is in compliance in all material respects with U.K. securities laws.
IIMG
4. IIMG is a company formed under the laws of the United Kingdom. IIMG is registered as a Commodity Trading Manager in Ontario. IIMG is also currently availing itself of each of the international adviser exemption (the International Adviser Exemption) and the international dealer exemption found in NI 31-103 in Ontario and is availing itself of the "permitted client" registration exemption in Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers in Ontario and Québec. The head office of IIMG is located in London, United Kingdom. IIMG provides discretionary and non-discretionary investment management services to primarily institutional clients such as corporate pension funds, retirement plans, insurance companies and government entities in mostly institutional separate accounts in the United Kingdom, Europe, Asia, the Middle East and Australia.
5. IIMG is registered as an investment adviser with the FCA.
6. IIMG is in the process of seeking registration as a portfolio manager in each of the Canadian Jurisdictions in order to become the primary contracting entity for investment advisory services in Canada within Insight Investment, taking over this role from IIIL. Upon the completion of the transfer or closure of all IIIL client accounts in the Canadian Jurisdictions, IIIL will apply to surrender its registration as a portfolio manager in the Canadian Jurisdictions. Once registered, IIMG will surrender its International Adviser Exemption.
7. IIMG is not in default of any requirement of securities, commodity futures or derivatives legislation in any of the Canadian Jurisdictions and is in compliance in all material respects with U.K. securities laws.
8. IIMG and IIIL are affiliates as each is a wholly-owned subsidiary of The Bank of New York Mellon Corporation.
Dual Registration
9. As noted above, IIMG is seeking registration as a portfolio manager in each of the Canadian Jurisdictions. IIMG is seeking to have its registrations approved by December 1, 2025, which will be the anticipated "go live" date for all clients of IIIL to have been transitioned to IIMG. As part of this transition process -- and to ensure there is no gap in the ability of the Insight Investment entities to service clients in the Canadian Jurisdictions -- the Filers wish to appoint all existing advising representatives of IIIL (the Existing Representatives) as advising representatives of IIMG until the client transition is completed. The Filers expect this process to take between 4 to 6 months from the date IIMG's registration is approved.
10. Between now and the "go live" date, the Filers may also wish to appoint other Representatives as dual representatives of the Filers in case new mandates are won by IIIL which would then be transitioned to IIMG (such individuals, the Future Representatives).
11. Dual registration as an advising representative of both IIMG and IIIL would allow the Existing Representatives and the Future Representatives (collectively, the Representatives) to continue to service former clients of IIIL that have transitioned over to IIMG (once the registration of IIMG has been granted) while still servicing existing clients of IIIL who are in the process of transitioning over to IIMG but have not yet completed the process. As noted above, the Filers expect the need for the Relief Sought to be short-lived, given IIIL will be surrendering its portfolio manager registration in the Canadian Jurisdictions upon the completion of the transfer or closure of all IIIL client accounts in the Canadian Jurisdictions.
12. The Representatives will be subject to supervision by, and the applicable compliance requirements of, both Filers.
13. The Filers' Chief Compliance Officer and Ultimate Designated Person will ensure that each Representative has sufficient time and resources to adequately service each Filer and its clients.
14. IIMG and IIIL are affiliated and accordingly, the dual registration of the Representatives will not give rise to the conflicts of interest present in a similar arrangement involving unrelated, arm's length firms. The interests of the Filers are aligned as both Filers wish to leverage the Representatives' knowledge, expertise and experience for the benefit of their clients during the transition process. Therefore, the potential for conflicts of interest is minimal.
15. The Filers each have adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of the Representatives in the best interest of clients.
16. It is not expected that the dual registration of the Representatives will lead to any client confusion as IIMG currently does not have any clients in Canada and the clients of IIIL will be informed of the plan to be transitioned over to IIMG, in accordance with section 14.11 of NI 31-103.
17. All accounts managed by the Filers adhere to a common Insight Investment trade allocation policy to ensure that investment opportunities suitable for clients of all Insight Investment entities, including the Filers, are allocated between them fairly. The Filers also have policies and procedures to address any material conflicts of interest including trade allocation where there is overlap in portfolio holdings between accounts managed by these affiliated entities in the best interest of clients.
18. The Representatives will have sufficient time and resources to adequately service both firms and their clients.
19. The relationship between IIMG and IIIL, and the fact that a Representative is dually registered with both IIMG and IIIL, will be fully disclosed in writing to clients and prospective clients of each of IIMG and IIIL that deal with the Representative.
20. In the absence of the Relief Sought, the Filers would be prohibited by the Dual-Registration Restriction from permitting a Representative to be registered as an advising representative of both Filers, even though the Filers are affiliates and have controls and compliance procedures in place to deal with the Representative's activities.
21. The Representatives will act in the best interests of all clients of each Filer and will deal fairly, honestly and in good faith with clients of each Filer.
The Decision Maker in respect of the Exemption Sought is satisfied that the decision meets the test set out in the Legislation.
The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted provided that:
i. at any point in time, no more than ten Representatives are dually registered with both Filers;
ii. the Representatives are subject to supervision by both Filers and applicable compliance requirements of both Filers;
iii. the Chief Compliance Officer and Ultimate Designated Person of each Filer ensure that the Representatives have sufficient time and resources to adequately service each Filer and its respective clients;
iv. each Filer has adequate policies and procedures in place to address any material conflicts of interest that may arise as a result of the dual registration of the Representatives in the best interest of clients;
v. the relationship between the Filers and the fact that a Representative is dually-registered with both of them is fully disclosed in writing to the clients and prospective clients of each of them that deal with the Representative; and
vi. the Relief Sought expires on the earlier of six months from the date of this decision or on the date on which the registration of IIIL is revoked.
QCAD Digital Trust and Stablecorp Digital Currencies Inc.
Application for time-limited relief related to distribution of a value-referenced crypto asset (commonly referred to as a stablecoin) -- CSA staff are of the view that fiat-backed crypto assets are generally securities and/or derivatives -- issuer has filed a prospectus to qualify distribution of a value-referenced crypto asset -- issuer is a special purpose vehicle with no other business -- relief provides exemptions from certain prospectus form requirements and ongoing reporting issuer and reporting insider obligations to reflect the nature of the securities and the issuer -- relief is time-limited -- relief granted based on the particular facts and circumstances of the application with the objective of fostering innovative businesses in Canada -- decision should not be viewed as a precedent for other issuers.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 25(3), 59(1), 74, 107 & 147.
Multilateral Instrument 11-102 Passport System, s. 4.7.
National Instrument 41-101 General Prospectus Requirements, ss. 5.3(2), 5.11(2), 8.2 & 19.1.
Form 41-101F1 Information Required in a Prospectus, Instruction (16).
National Instrument 51-102 Continuous Disclosure Obligations, ss. 4.3, 5.1(1) & 13.1.
National Instrument 52-110 Audit Committees, ss. 6.1.1(3) & 8.1.
National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), ss. 2.3, 2.4 & 6.1.
National Instrument 55-104 Insider Reporting Requirements and Exemptions, parts 3 and 5 and s. 10.1.
November 20, 2025
The principal regulator in the Jurisdiction has received an application from the Servicer on behalf of the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) that:
(a) the requirements of subsection 25(3) of the Securities Act (Ontario) (the Act) to be registered as an adviser shall not apply to the Servicer in respect of it advising the Filer with respect to the Reserve Assets (as defined below) (the Adviser Registration Relief);
(b) the requirements of subsection 59(1) of the Act to include a certificate signed by an underwriter or underwriters shall not apply to the Filer in connection with the Prospectus (as defined below) and the Amended and Restated Prospectus (as defined below) (the Underwriter's Certificate Relief);
(c) the requirements of subsections 5.3(2) and 5.11(2) of National Instrument 41-101 General Prospectus Requirements (NI 41-101) that an issuer and promoter provide a certificate in the applicable issuer certificate form shall not apply to the Filer and the Servicer in connection with the Prospectus and the Amended and Restated Prospectus (the Certificate Form Relief);
(d) the requirements in section 8.2 of NI 41-101 regarding the lapse date for a prospectus that qualifies securities distributed on a best efforts basis shall not apply to the Filer in connection with the Prospectus and the Amended and Restated Prospectus (the Lapse Date Relief);
(e) the requirement in Instruction (16) of Form 41-101F1 Information Required in a Prospectus (Form 41-101F1) that certain marketing materials are the only documents that can be incorporated by reference into a long form prospectus shall not apply to the Filer in connection with the Prospectus and the Amended and Restated Prospectus (the Incorporation by Reference Relief);
(f) the requirements of section 4.3 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) to file an interim financial report for each interim period shall not apply to the Filer (the Interim Financial Reporting Relief);
(g) the requirements of subsection 5.1(1) of NI 51-102 to file the management's discussion and analysis (MD&A) relating to an interim financial report shall not apply to the Filer (the Interim MD&A Relief);
(h) the requirements of subsection 6.1.1(3) of National Instrument 52-110 Audit Committees shall not apply to the Filer (the Audit Committee Independence Relief); and
(i) the requirements of section 107 of the Act, sections 2.3 and 2.4 of National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) and parts 3 and 5 of National Instrument 55-104 Insider Reporting Requirements and Exemptions that insiders of reporting issuers file a report disclosing any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer shall not apply to the insiders of the Filer in relation to such insider's ownership of or control or direction over QCAD Tokens (the Insider Reporting Relief).
(collectively, the Adviser Registration Relief, the Underwriter's Certificate Relief, the Certificate Form Relief, the Lapse Date Relief, the Incorporation by Reference Relief, the Interim Financial Reporting Relief, the Interim MD&A Relief, the Audit Committee Independence Relief, and the Insider Reporting Relief, the Relief Sought).
Under National Policy 11-203 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).
Capitalized terms used herein have the meaning ascribed thereto below (or in National Instrument 14-101 Definitions and MI 11-102, as applicable) unless otherwise defined in this Decision.
1 CAD means one dollar ($1.00) in the lawful currency of Canada.
aggregate nominal value means the price of the outstanding QCAD Tokens where each QCAD Token has a price equal to 1 CAD.
Auditor means the auditor of the Filer who is currently Davidson & Company LLP.
Authorized Participant means any eligible entity that has entered into a QCAD Purchase and Redemption Agreement with the Servicer, on behalf of the Filer.
Canadian custodian has the meaning ascribed to that term in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
CTPsmeans crypto asset trading platforms that are registered in Canada with one or more members of the CSA.
Custodian means Tetra Trust Company in its capacity as Custodian under the Custodian Agreement.
Custodian Agreementmeans the custodianship agreement dated May 1, 2025 between the Servicer, in its capacity as administrator and servicing agent of the Filer, and the Custodian, as it may be amended from time to time.
Fiat-Backed Crypto Asset means a VRCA that intends to replicate the value of a single currency with an underlying fiat currency-based reserve that may or may not be in a segregated account. QCAD Tokens are Fiat-Backed Crypto Assets for which the Reserve Assets are held in segregated accounts with Canadian financial institutions.
Institutional Qualified Holder means an Authorized Participant or any other institutional redeemer acceptable to the Filer who has executed a QCAD Purchase and Redemption Agreement with the Filer and the Servicer and whose status as such has not been revoked by the Servicer.
Money Market Fund has the meaning ascribed to that term in National Instrument 81-102 Investment Funds or in Rule 12d1-1 of the United States Investment Company Act of 1940, as the case may be.
Monthly Attestationmeans the monthly assurance report described in condition (f) and the assertion of management in respect of which the monthly assurance report was issued.
NI 52-107 means National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards.
OTC means over the counter.
outstanding QCAD Tokens means the QCAD Tokens that have been minted and issued in exchange for funds less any QCAD Tokens for which a request for redemption has been fulfilled.
publicly accountable enterprise means a publicly accountable enterprise as defined in the Handbook.
QCAD Holder means a holder of QCAD Tokens.
QCAD Program means, in aggregate, the issuance or redemption (minting and burning) of QCAD Tokens, the holding by the Filer of the Reserve Assets, the management by the Servicer of the Reserve Assets and the ongoing administration and management of all matters related or incidental thereto.
QCAD Purchase and Redemption Agreement means an agreement between the Servicer, on behalf of the Filer, and an Authorized Participant, as amended from time to time, and which will govern the terms and conditions associated with the purchase and redemption of QCAD Tokens by Authorized Participants.
QCAD Terms and Conditions means the terms and conditions associated with the redemption of QCAD Tokens by Qualified Holders, as published from time to time by Stablecorp on its website (www.stablecorp.ca) and under the Filer's profile on SEDAR+ at www.sedarplus.ca.
QCAD Tokensmeans the QCAD tokens, which are blockchain-based tokens that are defined by Canadian securities regulators as VRCAs and are qualified for distribution by the Prospectus.
Qualified Holder means an Institutional Qualified Holder or a Retail Qualified Holder.
Reference Value means 1 CAD.
Reserve Account means the segregated "In Trust For" accounts with Canadian financial institutions holding the Reserve Assets.
Reserve Assets means the assets held by the Filer and administered by the Servicer as described in representation 27.
Retail Qualified Holder means a Qualified Holder who is not an Institutional Qualified Holder and who has established an account with the Servicer.
SEDAR+ means the System for Electronic Data Analysis and Retrieval +.
Staff Notice 21-332 means CSA Staff Notice 21-332 Crypto Asset Trading Platforms: Pre-Registration Undertakings -- Changes to Enhance Canadian Investor Protection.
Trust Agreement means the trust agreement dated May 1, 2025 between the Trustee and the Chief Executive Officer of the Servicer (as settlor).
Trustee means Odyssey Trust Company.
Trust Property means the property and assets of the Filer, including the Reserve Assets.
VRCAmeans Value Referenced Crypto Asset, a digital asset that is designed to maintain a stable value over time by referencing the value of an equivalent value of a fiat currency or any other value or right, or combination thereof.
This decision is based on the following facts represented by the Filer and the Servicer:
The Filer
1. The Filer is a special purpose trust established under the laws of the province of Ontario.
2. The Trustee is the trustee of the Filer, and the provisions and features of the Filer are set forth in the Trust Agreement. As per the Trust Agreement, the Filer has been established for the sole purpose of: (i) holding registered title to the Trust Property; and (ii) maintaining the Reserve Assets.
3. The sole beneficiary of the Filer is the Servicer. The beneficial interest of the Servicer is limited to the right to receive, in accordance with the terms of the Trust Agreement: (i) distributions when and as declared, if any; and (ii) the net proceeds of liquidation of the Trust Property upon termination of the Filer, after satisfaction of all liabilities of the Filer, including the liabilities owed by the Filer to the QCAD Holders.
4. Tetra Trust Company is the Custodian of the assets of the QCAD Program, pursuant to the Custodian Agreement. The Custodian is a provincially regulated trust company based in Calgary, Alberta and provides services to the QCAD Program from its office in Calgary, Alberta. The Custodian is responsible for safekeeping of all Reserve Assets delivered to it. The Custodian may appoint a qualified sub-custodian from time to time, subject to the approval of the Filer.
5. The Filer filed a preliminary prospectus dated June 10, 2025, in respect of the continuous offering of QCAD Tokens in the form prescribed by Form 41-101F1 in the Jurisdiction. The Filer expects to file a final prospectus in the Jurisdictions other than Québec on or about the date of this Decision (the Prospectus). The Filer also expects to file an amended and restated final prospectus in the Jurisdictions after it has been translated into French (the Amended and Restated Prospectus).
6. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Servicer
7. The Servicer is a corporation incorporated under the federal laws of Canada with its head office located in Toronto, Ontario.
8. The Servicer is a wholly-owned subsidiary of Canada Stablecorp Inc. (Stablecorp), a corporation established under the federal laws of Canada.
9. The Servicer is registered as an MSB in order to conduct virtual currency dealings.
10. The Servicer is the administrator and servicing agent of the Filer pursuant to a servicing and administration agreement (the QCAD Servicing Agreement). Pursuant to the QCAD Servicing Agreement, the Servicer is responsible for managing the QCAD Program, which includes overseeing the issuance and redemption of QCAD Tokens, which activities are also referred to and result in the "minting" and "burning" of QCAD Tokens, and managing the Reserve Assets.
11. The Servicer is compensated by the income generated by the Reserve Assets. The Servicer does not currently receive fees in connection with the purchase or redemption of QCAD Tokens. The Servicer may pay fees to Authorized Participants.
12. The Servicer's personnel, including its management, consists of compliance professionals, finance professionals and software engineers with experience operating within regulated financial services environments and blockchain technology.
13. The Servicer is not in default of securities legislation in any of the Jurisdictions.
QCAD Tokens
14. As described in Staff Notice 21-332, a VRCA is a digital asset that is designed to maintain a stable value over time by referencing the value of an equivalent value of a fiat currency or any other value or right, or combination thereof. The mechanism through which a VRCA is designed to maintain its value, also commonly known as its "peg" to the reference value, may be through maintaining a reserve of assets or through an algorithm coded into a smart contract. A VRCA that intends to replicate the value of a single currency with an underlying fiat currency-based reserve that may or may not be in a segregated account is referred to as a Fiat-Backed Crypto Asset. QCAD Tokens are Fiat-Backed Crypto Assets and are pegged to the value of the Canadian dollar.
15. QCAD Tokens are multi-chain digital assets currently available on the Ethereum, Solana, Algorand and Stellar blockchains. QCAD Tokens may also become available on other blockchains that meet the technical specifications and other due diligence requirements of the Servicer. QCAD Tokens can be used as a method of payment, as a store of value, or to facilitate the trading, borrowing and lending of other digital assets.
16. QCAD Tokens are intended to provide the holders thereof with the ability to conduct transactions within a digitally native environment using blockchain technology to securely record the transactions in an immutable, transparent and auditable manner.
17. Each QCAD Token is designed to maintain a stable value equivalent to 1 CAD. QCAD Tokens are purchased and redeemed in Canadian dollars.
18. QCAD Holders are not entitled to receive distributions or any form of passive income on their QCAD Tokens. QCAD Tokens are not designed to appreciate in value. QCAD Holders should not expect to profit from their holdings in QCAD Tokens based on the efforts of the Servicer or any other person. QCAD Holders are not entitled to any of the revenues that are generated by the Reserve Assets.
Purchases of QCAD Tokens
19. QCAD Tokens are issued and sold on a continuous basis and there is no minimum or maximum number of QCAD Tokens that may be issued.
20. QCAD Tokens can only be purchased from the Filer by Authorized Participants that have entered into a QCAD Purchase and Redemption Agreement with the Servicer.
21. An Authorized Participant can purchase QCAD Tokens in accordance with the terms of the QCAD Terms and Conditions and its QCAD Purchase and Redemption Agreement. Authorized Participants will purchase QCAD Tokens from the Filer through the Servicer on a 1:1 basis (i.e., 1 CAD for 1 QCAD Token).
22. Authorized Participants must satisfy the Servicer's onboarding criteria, which includes financial and reputational due diligence. The Servicer takes commercially reasonable efforts to verify, at the time of onboarding and on a reasonably periodic basis thereafter, that each Authorized Participant is in material compliance with the laws of Canada. Within Canada, Authorized Participants will be CTPs. Outside of Canada, Authorized Participants are expected to include CTPs, OTC liquidity providers, merchants and other institutional market participants.
23. Authorized Participants may sell QCAD Tokens to end users and may charge brokerage commissions on such sales. Any such fees will be funded directly between the purchaser/seller and the Authorized Participant and shall not be deducted from the Reference Value or the Reserve Assets.
Redemption of QCAD Tokens
24. Qualified Holders may, subject to certain conditions, redeem their QCAD Tokens for the Reference Value from the Filer through the Servicer. Such conditions will generally include the presence of circumstances that would render the sale of QCAD Tokens via the facilities of a CTP impractical or impossible. In addition, the QCAD Terms and Conditions set out the qualifying criteria that must be met in order to qualify as a Qualified Holder and have a right to redeem QCAD Tokens from the Filer through the Servicer.
25. End users may withdraw QCAD Tokens from accounts with CTPs, send and receive payments in QCAD Tokens and transfer QCAD Tokens on a peer-to-peer basis. End users do not have the right to redeem QCAD Tokens from the Filer through the Servicer unless they are a Qualified Holder.
Reserve Assets
26. All Canadian dollars received in exchange for the issuance of QCAD Tokens are held by the Filer as Reserve Assets. The Reserve Assets are custodied with the Custodian. The Custodian holds the Reserve Assets in the Reserve Account.
27. The Filer is subject to investment restrictions which govern the manner in which the Reserve Assets may be held or invested. The Reserve Assets are administered by the Servicer and consist of: (i) Canadian currency; (ii) investments that are evidence of indebtedness with a remaining term to maturity of 90 days or less and that are issued, or fully and unconditionally guaranteed as to principal and interest, by the government of Canada; (iii) securities issued by one or more Money Market Funds denominated in Canadian dollars which are licensed, regulated or authorized by a regulatory authority in Canada or the United States of America; or (iv) such other assets that the securities regulatory authority where the Filer is domiciled has consented to in writing.
28. The Servicer ensures that the nominal value of the Reserve Assets is at least equal to the aggregate nominal value of all outstanding QCAD Tokens at least once each day. The Servicer maintains daily accounts of: (i) the market value of the Reserve Assets; (ii) the supply of issued QCAD Tokens; and (iii) such other information as may be required by the CSA from time to time (including the items indicated under "Information Rights" below). The Reserve Assets are measured at fair value in accordance with Canadian GAAP for publicly accountable enterprises. The Reserve Assets may not be encumbered or pledged as collateral at any time, and the Filer shall not borrow or lend assets of any kind.
29. Every month, the Servicer will publish the Monthly Attestation. The Monthly Attestations indicate that the value of the Reserve Assets are at least equal to the CAD amount of QCAD Tokens in circulation as of the end of the particular month and on at least one randomly selected day during the particular month. The Monthly Attestations are made publicly accessible on Stablecorp's website and under the Filer's profile on SEDAR+ at www.sedarplus.ca within 45 days of the end of each month. Stablecorp also provides such information at no cost to the QCAD Holders upon request.
30. Every year, the Auditor will perform a full audit of the Filer's annual financial statements that comply with the requirements set out in NI 52-107 (the Audited Annual Financial Statements). The Audited Annual Financial Statements will be made available via Stablecorp's website and under the Filer's profile on SEDAR+ at www.sedarplus.ca within 120 days of the end of each respective financial year.
Minting and Burning of QCAD Tokens
31. Every QCAD Token is created on a public blockchain in a process known as "minting". To be minted, an equivalent amount in fiat currency is transferred to the Reserve Account. No QCAD Token will ever be minted prior to the fiat currency being confirmed as received in the Reserve Account.
32. For every QCAD Token redeemed, an equivalent amount of QCAD Tokens will be permanently destroyed in a process known as "burning". Following the burning process, the equivalent amount of fiat currency will be transferred to the Authorized Participant or Qualified Holder. No fiat currency will ever be transferred to an Authorized Participant or Qualified Holder from the Reserve Account without confirmation that a corresponding number of QCAD Tokens have been burned.
Information Rights
33. Certain information regarding the Reserve Assets and the amount of issued QCAD Tokens will be available to QCAD Holders and to the public including:
(a) the daily market value of the Reserve Assets by asset class described in condition (f)(i)(I)(1) and aggregate issued QCAD Tokens;
(b) the historical amount of issued QCAD Tokens on a daily basis;
(c) at least once each month, the quantity of QCAD Tokens held by persons or companies involved in the issuance and management of QCAD Tokens, including the Filer, the Servicer, the Custodian, and any individuals that are primarily responsible for the administration of the Reserve Assets;
(d) the Monthly Attestations, indicating that the Reserve Assets are at least equal to the amount of QCAD Tokens in circulation as of the end of the month and on at least one randomly selected day during the month; and
(e) the Audited Annual Financial Statements and annual MD&A (collectively with items (a)-(d) and the Prospectus, the QCAD Information).
34. The QCAD Information will be made available by Stablecorp on its website and the Monthly Attestations, Audited Annual Financial Statements, and annual MD&A will also be filed under the Filer's profile on SEDAR+ at www.sedarplus.ca.
Adviser Registration Relief
35. The Reserve Assets may include certain securities as described in representation 27. If the Servicer were considered to be in the business of advising the Filer with respect to investing in, buying or selling securities, it would be required to be registered as an adviser.
Underwriter's Certificate Relief
36. Authorized Participants will not provide the same services in connection with a distribution of QCAD Tokens as would typically be provided by an underwriter in a conventional underwriting.
37. The Servicer will generally conduct its own marketing, advertising and promotion of the QCAD Program to the extent permitted by its registrations.
38. Authorized Participants were not involved in the preparation of the Prospectus and have not participated in the development of any of the public record disclosures. Authorized Participants will not incur any marketing costs or receive any underwriting fees or commissions from the Filer or the Servicer. Authorized Participants will not directly solicit, finance, market or provide advice in connection with the circulation of QCAD Tokens (or in a manner different from any activity already being conducted in regard to other digital assets trading on or through their platforms). Any due diligence conducted by participants in the QCAD Program is entirely discretionary or as a result of criteria imposed on or established by the relevant participant.
39. None of the Authorized Participants have or will provide any input in regard to the manner in which QCAD Tokens are distributed and there is no need conduct any pricing, stabilization or related forms of trading activity in connection with the circulation of QCAD Tokens. This includes any activity that could constitute advice in connection with the purchase of QCAD Tokens.
Certificate Form Relief
40. The Filer is requesting the Certificate Form Relief on the basis that the QCAD Tokens will be continuously offered during the distribution period and, as such, the language in the certificates will be modified accordingly.
Lapse Date Relief
41. The Filer is requesting the Lapse Date Relief on the basis that the QCAD Tokens will be continuously offered. To the extent the QCAD Tokens are considered to be distributed on a best efforts basis, absent the Lapse Date Relief, the distribution would be required to cease within 180 days from the date of the receipt for the Prospectus.
Incorporation by Reference Relief
42. The Filer is requesting the Incorporation by Reference Relief in order to incorporate by reference in the Prospectus the Monthly Attestations, the Audited Annual Financial Statements and annual MD&A for any financial year ended after the date of the receipt for the Prospectus, and the QCAD Terms and Conditions.
Interim Financial Reporting Relief
43. The Servicer, on behalf of the Filer, shall publish the Monthly Attestations. The Monthly Attestations will indicate that the value of the Reserve Assets is at least equal to the CAD amount of QCAD Tokens in circulation as of the end of the particular month and on at least one randomly selected day during the particular month. The Monthly Attestations will also contain additional financial information, including the number of issuances and redemptions of QCAD Tokens during the particular month, any amounts paid to the Servicer, and accrued fees owing to the Servicer. With the publication of the Monthly Attestations, QCAD Holders will receive more frequent reporting than would otherwise be the case if such information were to be delivered on a quarterly basis.
44. The Monthly Attestations are made publicly accessible on Stablecorp's website and under the Filer's profile on SEDAR+ at www.sedarplus.ca within 45 days of the end of each month. Stablecorp also provides such information at no cost to the QCAD Holders upon request.
45. The Audited Annual Financial Statements will be made available via Stablecorp's website and under the Filer's profile on SEDAR+ at www.sedarplus.ca within 120 days of the end of each respective financial year.
Interim MD&A Relief
46. The activities and business of the Filer are limited. QCAD Holders do not participate in any of the growth, revenues or cash flows of the business of the Filer or the Servicer. The ability of the QCAD Program to develop over time will be evidenced by the monthly publishing of the number of QCAD Tokens in circulation, all of which is also evidenced by the on-chain record of any QCAD Token in circulation. As such, the Filer is seeking the Interim MD&A Relief because the preparation of such disclosure will not enhance the extent and quality of the disclosure delivered elsewhere, including via reporting that is not already contemplated under NI 51-102. The Filer believes that the existing level of disclosure, coupled with the Relief Sought, will meet the objectives of allowing the QCAD Holders to monitor and make informed decisions about their holdings.
Audit Committee Independence Relief
47. The persons performing the functions for the Filer similar to those performed by the directors of a company are the directors of the Servicer.
48. Pursuant to the QCAD Servicing Agreement, the Servicer is responsible for contracting with the Auditor and managing the creation of the Monthly Attestations and the Audited Annual Financial Statements. The financial disclosures to be provided in connection with the QCAD Program will be very limited and information regarding the outstanding QCAD Tokens can be independently verified via the associated blockchain on which the QCAD Tokens are circulated. The Filer believes that the Servicer is adequately equipped to support the Auditor in its performance of the audit requirements. As such, the Filer believes it is reasonable to grant the Audit Committee Independence Relief on this basis.
Insider Reporting Relief
49. The primary purpose of the QCAD Program is to develop a digital token that serves as a means of payment, which is backed by reserves that are available to fund redemption rights for those Qualified Holders who are otherwise unable to find liquidity via available platforms.
50. The price of 1 QCAD Token will be equivalent to 1 CAD at all times. QCAD Tokens do not carry voting rights and no QCAD Token will ever be minted prior to the fiat currency being confirmed as received in the Reserve Account.
51. Notwithstanding the Insider Reporting Relief, the QCAD Information will include disclosure of QCAD Tokens held by the Filer, the Servicer, and any other person or company involved in the issuance and management of QCAD Tokens, including any individuals that are primarily responsible for the administration of the Reserve Assets, and any custodian of the Reserve Assets.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Relief Sought is granted provided that:
(a) the business purpose of the Filer is limited to holding registered title to the Trust Property and maintaining the Reserve Assets;
(b) in performing its duties under the QCAD Servicing Agreement, the Servicer will act diligently, honestly and in good faith, and in the best interests of QCAD Holders;
(c) the only outstanding securities of the Filer will be one unit held by the President of the Servicer in his capacity as settlor of the Filer and QCAD Tokens;
(d) the only liabilities of the Filer are the QCAD Tokens, the costs associated with the QCAD Program, including but not limited to Trustee fees, Custodian fees, audit and accounting fees, costs associated with being a reporting issuer, such as filing fees, and accrued fees owing to the Servicer;
(e) the Filer will not pay any compensation to the Servicer if doing so would result in the value of the Reserve of Assets being less than the outstanding value of QCAD Tokens;
(f) within 45 days of the end of each month the Filer files on SEDAR+ a Monthly Attestation that includes an assurance report from a public accountant that is authorized to sign such a report under the laws of a jurisdiction of Canada, and that meets the professional standards of that jurisdiction, that complies with all of the following:
(i) provides reasonable assurance in respect of the assertion by management of the Filer that the Filer has met the following criteria as at the last business day of the preceding month and at least one randomly selected day during the preceding month:
(I) The Filer maintains a reserve of assets that is
(1) in the reference fiat currency and is comprised of any of the following:
(A) Canadian currency;
(B) investments that are evidence of indebtedness with a remaining term to maturity of 90 days or less and that are issued, or fully and unconditionally guaranteed as to principal and interest, by the government of Canada;
(C) securities issued by one or more Money Market Funds denominated in Canadian dollars which are licensed, regulated or authorized by a regulatory authority in Canada or the United States of America; or
(D) such other assets that the Principal Regulator and the other members of the CSA have consented to in writing;
(2) all of the assets that comprise the reserve of assets are:
(A) measured at fair value in accordance with Canadian GAAP for publicly accountable enterprises at the end of each day;
(B) held with a Canadian custodian;
(C) held in an account clearly designated for the benefit of QCAD holders or in trust for QCAD holders;
(D) held separate and apart from the assets of the Filer and its affiliates and from the reserve of assets of any other crypto asset so that, to the best of the knowledge and belief of the Filer after taking steps that a reasonable person would consider appropriate, including consultation with experts such as legal counsel, no creditors of the Filer other than QCAD holders in their capacity as QCAD holders, will have recourse to the reserve of assets, in particular in the event of insolvency; and
(E) not encumbered or pledged as collateral at any time; and
(3) the fair value of the reserve of assets is at least equal to the aggregate nominal value of all outstanding QCAD Tokens at least once each day.
(ii) the randomly selected day referred to in (i) is selected by the public accountant and disclosed in the assurance report;
(iii) for each day referred to in (i), management's assertion includes all of the following:
(I) details of the composition of the reserve of assets by asset class described in (i)(I)(1);
(II) the fair value of the reserve of assets in (i)(I)(2)(A) by asset class described in (i)(I)(1);
(III) the quantity of all outstanding QCAD Tokens;
(iv) provides reasonable assurance in respect of the assertion by management of the Filer of the following amounts from the preceding month:
(I) number of QCAD Tokens issued;
(II) number of QCAD Tokens redeemed;
(III) amounts paid to the Servicer; and
(IV) accrued fees owning to the Servicer; and
(v) the assurance report is prepared in accordance with the Handbook;
(g) the Filer will not distribute QCAD Tokens until after a receipt has been issued for the Amended and Restated Prospectus;
(h) the Prospectus and the Amended and Restated Prospectus incorporate by reference all of the following such that they form part of the Prospectus and the Amended and Restated Prospectus:
(i) each Monthly Attestation for any month ended after the date of the receipt for the Prospectus,
(ii) the Audited Annual Financial Statements and annual MD&A for any financial year ended after the date of the receipt for the Prospectus, and
(iii) the QCAD Terms and Conditions;
(i) the Filer will file each Monthly Attestation on SEDAR+ with the securities regulatory authority or regulator in each jurisdiction of Canada within 45 days of the end of the month to which the Monthly Attestation pertains;
(j) the Filer will maintain a website on which it will post the QCAD Information;
(k) the certificates in the Prospectus state the following:
"This prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each province and territory of Canada other than Québec."
(l) the certificates in the Amended and Restated Prospectus state the following:
"This prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of Québec; and this amended and restated prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each province and territory of Canada other than Québec."
(m) the lapse date of the Prospectus shall be the later of the following:
(i) the date that is 12 months after the date of the receipt for the Prospectus; and
(ii) the date that is 12 months and 20 days after the date of the receipt for the Prospectus, if the Filer files a pro forma prospectus not less than 30 days prior to the date that is 12 months after the date of the receipt for the Prospectus and a prospectus not later than 12 months and 10 days after of the receipt for the Prospectus;
(n) the lapse date of the Amended and Restated Prospectus shall be the later of the following:
(i) the date that is 12 months after the date of the receipt for the Prospectus; and
(ii) the date that is 12 months and 20 days after the date of the receipt for the Prospectus, if the Filer files a pro forma prospectus not less than 30 days prior to the date that is 12 months after the date of the receipt for the Prospectus and a prospectus not later than 12 months and 10 days after of the receipt for the Prospectus;
(o) within 10 days of the lapse date of the Prospectus, the Filer shall pay to the Autorité des marchés financiers the amount by which 0.04% of 25% of the gross value of QCAD Tokens distributed under the Prospectus and the Amended and Restated Prospectus exceeds $1381; and
(p) this Decision shall expire on the lapse date of the Amended and Restated Prospectus.
OSC File #: 2025/0373
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
||||
THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Company Name |
Date of Order |
Date of Revocation |
|
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Biomind Labs Inc. |
April 4, 2025 |
November 25, 2025 |
|
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Promino Nutritional Sciences Inc. |
May 7, 2025 |
November 26, 2025 |
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
THERE IS NOTHING TO REPORT THIS WEEK. |
||
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
||
Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
||
iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
||
HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
|
||
Dye & Durham Limited |
September 30, 2025 |
__________ |
Amendments to National Instrument 44-102 Shelf Distributions
1. National Instrument 44-102 Shelf Distributions is amended by this Instrument.
2. Part 2 is amended by adding the following after section 2.7:
2.7.1 Lapse Date -- Ontario -- WKSI Base Shelf Prospectus
In Ontario, the lapse date prescribed by securities legislation for a receipt deemed to be issued for a WKSI base shelf prospectus, as defined in subsection 9B.1(1), is extended to the date 37 months from the date of deemed issuance of the receipt..
3. The Instrument is amended by adding the following Part after Part 9A:
PART 9B: DISTRIBUTION UNDER WELL-KNOWN SEASONED ISSUER BASE SHELF PROSPECTUS
9B.1 Definitions and Interpretation
(1) In this Part:
"annual filing date" means the date by which an issuer is required to file its audited annual financial statements under National Instrument 51-102 Continuous Disclosure Obligations or National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, as applicable;
"eligible issuer" means an issuer to which all of the following apply:
(a) the issuer has filed all periodic and timely disclosure documents that it is required to have filed under all of the following:
(i) securities legislation;
(ii) an order made by the regulator or securities regulatory authority;
(iii) an undertaking given by the issuer to the regulator or securities regulatory authority;
(b) during the preceding 3 years, neither the issuer, nor any person or company that completed a restructuring transaction with the issuer, was either of the following:
(i) a person or company the operations of which have ceased;
(ii) a person or company the principal asset of which is cash, cash equivalents or its exchange listing, or any similar person or company, including, for greater certainty, a capital pool company, a special purpose acquisition company or a growth acquisition corporation;
(c) during the preceding 3 years, none of the following applied:
(i) the issuer became bankrupt;
(ii) the issuer made a proposal under any legislation relating to bankruptcy or insolvency;
(iii) the issuer instituted, or otherwise became subject to, any proceeding, arrangement or compromise with creditors or was subject to an appointment of a receiver, receiver manager or trustee to hold its assets;
(d) during the preceding 3 years, neither the issuer, nor any of its subsidiaries nor any other issuer that was, during that period, a subsidiary of the issuer, was either of the following:
(i) a person or company that was convicted of an offence in Canada or a foreign jurisdiction related to bribery, deceit, fraud, insider trading, misrepresentation, money laundering, theft or any offence that is substantially similar;
(ii) a person or company that was the subject of any order, decision or settlement agreement that imposes sanctions, conditions, restrictions or requirements as a result of a contravention of the laws of Canada or the United States of America respecting securities or derivatives;
(e) the issuer is not the subject of any proceeding under securities legislation brought by a regulator or securities regulatory authority in respect of either of the following:
(i) a prospectus relating to securities of the issuer;
(ii) a distribution of securities of the issuer;
(f) during the preceding 3 years, no regulator or securities regulatory authority in Canada has refused a receipt for a prospectus filed by the issuer;
(g) during the preceding 3 years, the issuer has not been the subject of either of the following:
(i) a cease trade order or order similar to a cease trade order in a jurisdiction of Canada that was in effect for a period of more than 30 consecutive days;
(ii) a suspension of trading under the 1934 Act;
(h) neither of the following applies:
(i) during the preceding 180 days, the issuer filed a preliminary prospectus or an amendment to a preliminary prospectus and did not file and obtain a receipt for a final prospectus that related to the preliminary prospectus or the amendment;
(ii) during the preceding 90 days, the issuer withdrew a preliminary prospectus or an amendment to a preliminary prospectus prior to filing and obtaining a receipt for a final prospectus that related to the preliminary prospectus or the amendment;
"qualifying public debt" means the aggregate principal amount of non-convertible securities, other than equity securities, distributed by an issuer under a prospectus in respect of primary offerings for cash within the preceding 3 years;
"qualifying public equity" means the aggregate market value of the listed equity securities of an issuer, excluding listed equity securities held by an affiliate or a reporting insider of the issuer, calculated using the simple average of the daily closing price of the securities on a short form eligible exchange for each of the preceding 20 trading days on which there was a daily closing price;
"reporting insider" has the meaning ascribed to that term in National Instrument 55-104 Insider Reporting Requirements and Exemptions;
"well-known seasoned issuer" means an issuer to which all of the following apply:
(a) the issuer has, or on at least one day during the preceding 60 days had, either of the following:
(i) qualifying public equity of at least $500 000 000;
(ii) qualifying public debt of at least $1 000 000 000;
(b) the issuer is a reporting issuer in a jurisdiction of Canada and either of the following applies:
(i) the issuer has been a reporting issuer in a jurisdiction of Canada for the preceding 12 months;
(ii) the issuer
(A) is a successor issuer,
(B) acquired substantially all of its business from a person or company that was a reporting issuer in a jurisdiction of Canada for the 12 months preceding the acquisition, and
(C) acquired the business from the reporting issuer referred to in clause (B) and, at the time of acquisition, that reporting issuer was an eligible issuer;
(c) the issuer is qualified to file a short form prospectus under section 2.2, 2.3, 2.4 or 2.5 of NI 44-101;
(d) if the issuer has one or more mineral project interests that together constitute a material portion of the issuer's business, the issuer's most recent audited annual financial statements disclose
(i) gross revenue, derived from mining operations, of at least $55 000 000 for the issuer's most recently completed financial year, and
(ii) gross revenue, derived from mining operations, of at least $165 000 000 in the aggregate for the issuer's 3 most recently completed financial years;
"WKSI base shelf prospectus" means a base shelf prospectus prepared in accordance with subsections 9B.2(3) and (4).
(2) For the purposes of this Part, the terms "cash" and "cash equivalents" have the same meanings as in Canadian GAAP applicable to publicly accountable enterprises.
(3) For the purposes of determining, under this Part, the reporting insiders of an issuer, their respective securityholdings and the issuer's qualifying public equity, subject to subsection (4), an issuer may rely on information contained in an insider report filed on SEDI in accordance with the reporting requirements of National Instrument 55-104 Insider Reporting Requirements and Exemptions or in a news release issued and filed, or a report filed, in accordance with section 5.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids or Part 4 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, as applicable, whichever contains the most current information in respect of a reporting insider's securityholdings.
(4) Subsection (3) does not apply if the issuer has knowledge
(a) that the information filed is inaccurate or has changed, and
(b) of the correct information.
9B.2 Requirements for Issuers Filing a WKSI Base Shelf Prospectus
(1) An issuer may file a WKSI base shelf prospectus if, as of the date of filing the prospectus, all of the following apply:
(a) the issuer is a well-known seasoned issuer;
(b) the issuer is an eligible issuer;
(c) the issuer is not an investment fund.
(2) An issuer to which paragraph (1)(a) does not apply may file a WKSI base shelf prospectus if a distribution is in respect of non-convertible securities other than equity securities and, as of the date of filing the prospectus, all of the following apply:
(a) the issuer is qualified to file a short form prospectus under section 2.4 of NI 44-101;
(b) the issuer is a majority-owned subsidiary of a parent issuer that meets the requirements set out in subsection (1);
(c) the parent issuer has provided full and unconditional credit support for the securities being distributed;
(d) the issuer is an eligible issuer;
(e) the issuer is not an investment fund.
(3) A prospectus filed under this section must include all of the following:
(a) on the cover page, the following statement or a statement in substantially the following words:
"This base shelf prospectus is filed under Part 9B of National Instrument 44-102 Shelf Distributions.
[Name of issuer] has satisfied the requirements for issuers filing a WKSI base shelf prospectus and for a receipt for this prospectus to be deemed to be issued in all jurisdictions in Canada in which this prospectus has been filed.
No regulator or securities regulatory authority has reviewed this prospectus.";
(b) disclosure of the date on which the issuer's or the parent issuer's qualifying public equity or qualifying public debt equalled or exceeded the amount referred to in subparagraph (a)(i) or (ii) of the definition of well-known seasoned issuer, as applicable, and the amount of the issuer's or the parent issuer's qualifying public equity or qualifying public debt, as applicable on that date.
(4) A prospectus filed under this section must not qualify the distribution of an asset-backed security.
9B.3 Provisions Not Applicable to a WKSI Base Shelf Prospectus
(1) An issuer is exempt from the prospectus requirement in respect of the requirement to file a preliminary prospectus relating to the WKSI base shelf prospectus if all of the following apply:
(a) the issuer is qualified to file a WKSI base shelf prospectus under subsection 9B.2(1) or (2);
(b) the issuer files a WKSI base shelf prospectus;
(c) the issuer has filed all documents otherwise required to be filed under securities legislation in connection with the filing of a base shelf prospectus.
(2) The following provisions do not apply to an issuer in respect of a WKSI base shelf prospectus:
(a) section 5.4;
(b) item 5 of section 5.5.
(3) An issuer that files a WKSI base shelf prospectus may omit from the prospectus all of the following disclosure:
(a) the number of securities qualified for distribution referred to in item 1.4 of Form 44-101F1;
(b) a plan of distribution referred to in item 5 of Form 44-101F1, other than to state that the plan of distribution will be described in the shelf prospectus supplement for any distribution of securities;
(c) a description of the securities being distributed referred to in item 7 of Form 44-101F1, other than as necessary to identify the types of securities;
(d) the disclosure regarding any selling securityholder referred to in item 8 of Form 44-101F1;
(e) information, otherwise required under Form 44-101F1, derived from the disclosure referred to in paragraphs (a) to (d) in this subsection.
(4) An issuer that omits information from a WKSI base shelf prospectus under subsection (3) must include the omitted information in any shelf prospectus supplement used to supplement the disclosure in the WKSI base shelf prospectus.
9B.4 Filing Requirements for a WKSI Base Shelf Prospectus
(1) An issuer that files a WKSI base shelf prospectus or an amendment to a WKSI base shelf prospectus must file, with the prospectus or the amendment, a certificate dated as of the date of the prospectus or the amendment, executed on behalf of the issuer by one of its executive officers that
(a) specifies the qualification criteria under Part 2 of NI 44-101 and Part 2 of this Instrument relied on by the issuer to qualify the prospectus for filing as a short form base shelf prospectus, and
(b) certifies that
(i) all of the specified criteria referred to in paragraph (a) have been satisfied,
(ii) the issuer is filing with the prospectus all material incorporated by reference in the prospectus and not previously filed, and
(iii) all of the requirements for the deemed issuance of a receipt for the WKSI base shelf prospectus or the amendment have been met.
(2) An issuer that files a WKSI base shelf prospectus must file, with the WKSI base shelf prospectus, any technical report that is required to be filed with a preliminary short form prospectus under NI 43-101.
(3) An issuer that files a WKSI base shelf prospectus must pay either of the following:
(a) the fee specified for filing a WKSI base shelf prospectus;
(b) if no fee is specified, the fee otherwise required for the filing of a preliminary short form prospectus.
9B.5 Receipts
(1) A receipt for a WKSI base shelf prospectus is deemed to be issued if, at the time of filing of the WKSI base shelf prospectus, the issuer has
(a) complied with sections 9B.2 and 9B.4, and
(b) filed or delivered, as the case may be, all documents required to be filed or delivered in connection with the filing of a base shelf prospectus.
(2) A receipt for an amendment to a WKSI base shelf prospectus is deemed to be issued if all of the following apply:
(a) as of the date of filing of the amendment to the WKSI base shelf prospectus, the issuer satisfies the criteria in subsection 9B.2(1) or (2);
(b) the amendment to the WKSI base shelf prospectus includes all of the following:
(i) on the cover page, the following statement or a statement in substantially the following words:
"This amendment is filed under Part 9B of National Instrument 44-102 Shelf Distributions.
[Name of issuer] has satisfied the requirements for issuers filing an amendment to a WKSI base shelf prospectus and for a receipt for this amendment to be deemed to be issued in all jurisdictions in Canada in which this amendment has been filed.
No regulator or securities regulatory authority has reviewed this amendment.";
(ii) disclosure of the date on which the issuer's or parent issuer's qualifying public equity or qualifying public debt equalled or exceeded the amount referred to in subparagraph (a)(i) or (ii) of the definition of well-known seasoned issuer, as applicable, and the amount of the issuer's or parent issuer's qualifying public equity or qualifying public debt as applicable on that date;
(c) the issuer has complied with subsections 9B.2(4) and 9B.4(1);
(d) the issuer has filed or delivered, as the case may be, all documents required to be filed or delivered in connection with the filing of an amendment to a base shelf prospectus.
9B.6 Annual Requirement and Period of Effectiveness of a Deemed Receipt for a WKSI Base Shelf Prospectus
(1) On the annual filing date, or in the 60 days preceding the annual filing date, in each financial year of an issuer following the filing by the issuer of a WKSI base shelf prospectus and until the date, under subsection (2), on which the issuer is no longer permitted to distribute a security under the WKSI base shelf prospectus, the issuer must either
(a) include a statement in its AIF for the financial year ended immediately before the annual filing date, or in an amendment to the WKSI base shelf prospectus, that explains that the issuer is eligible to file a WKSI base shelf prospectus, if the issuer satisfies the conditions under subsections 9B.2(1) or (2), or
(b) file a letter withdrawing the WKSI base shelf prospectus.
(2) An issuer may distribute a security under a WKSI base shelf prospectus, with respect to which a receipt is deemed to have been issued under subsection 9B.5(1), until the earliest of
(a) the date that is 37 months from the date a receipt is deemed to be issued under subsection 9B.5(1),
(b) the annual filing date, in each financial year of the issuer following the filing by the issuer of the WKSI base shelf prospectus, unless the issuer has included the statement referred to in paragraph (1)(a) of this section in either of the following:
(i) its AIF for the financial year ended immediately before the annual filing date;
(ii) an amendment to the WKSI base shelf prospectus filed on the annual filing date or during the 60 days preceding the annual filing date,
(c) in the case of an issuer that is qualified to file a short form base shelf prospectus under
(i) section 2.2 of NI 44-101, the time referred to in paragraph 2.2(3)(b) of this Instrument,
(ii) section 2.3 of NI 44-101, the time referred to in paragraph 2.3(3)(b) of this Instrument,
(iii) section 2.4 of NI 44-101, the time referred to in paragraph 2.4(3)(b) of this Instrument, and
(iv) section 2.5 of NI 44-101, the time referred to in paragraph 2.5(3)(b) of this Instrument, and
(d) in Ontario, the lapse date prescribed by securities legislation.
(3) An issuer that is required to withdraw a WKSI base shelf prospectus under paragraph (1)(b) of this section must not distribute a security under that prospectus on or after the earlier of
(a) the annual filing date, and
(b) the date the WKSI base shelf prospectus is withdrawn.
9B.7 Personal Information Forms
An issuer that files a WKSI base shelf prospectus must deliver to the regulator or the securities regulatory authority, as soon as practicable upon request, any personal information form that is required to be delivered with a preliminary short form prospectus under section 4.1 of NI 44-101..
Effective date
4. (1) This Instrument comes into force on November 28, 2025.
(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after November 28, 2025, this Instrument comes into force on the day it is filed with the Registrar of Regulations.
Changes to Companion Policy 44-102CP Shelf Distributions
1. Companion Policy 44-102CP Shelf Distributions is changed by this Document.
2. The following Part is added:
Part 9B -- Distributions Under Well-Known Seasoned Issuer Base Shelf Prospectuses
9B.1 Meaning of WKSI base shelf prospectus
The term WKSI base shelf prospectus is a defined term used for ease of reference. A WKSI base shelf prospectus is a final base shelf prospectus that has been varied in accordance with Part 9B of NI 44-102. Accordingly, any reference to a "prospectus", a "final prospectus", a "final short form prospectus" or a "final base shelf prospectus" in securities legislation includes a WKSI base shelf prospectus.
For greater certainty, any reference to a "final receipt" includes a receipt deemed to be issued under section 9B.5 of NI 44-102.
9B.2 Deemed receipt
No securities regulatory authority or regulator will issue a receipt for a WKSI base shelf prospectus or an amendment to a WKSI base shelf prospectus filed under Part 9B of NI 44-102. If the requirements in section 9B.5 of NI 44-102 are met, a receipt for a WKSI base shelf prospectus will be deemed to be issued on the date that the WKSI base shelf prospectus is filed. No prior review of the WKSI base shelf prospectus is conducted by any securities regulatory authority or regulator for a deemed receipt.
For the avoidance of doubt, the requirement in paragraph 9B.5(1)(b) to file or deliver all documents required to be filed or delivered in connection with the filing of a base shelf prospectus includes the documents required to be filed or delivered in connection with a short form prospectus by NI 44-101, except as modified by Part 7 of NI 44-102.
9B.3 Non-application of the passport system and multiple jurisdictions prospectus review process
Part 9B of NI 44-102 provides an alternative filing option for well-known seasoned issuers that is independent of the passport system and the procedures described in National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions. A receipt for a WKSI base shelf prospectus is deemed to be issued in every jurisdiction in which the prospectus is filed so the application of the passport system is not necessary. Further, an issuer that files a WKSI base shelf prospectus would not meet the conditions to use the passport system as it does not file a preliminary prospectus and would not indicate that it is relying on Multilateral Instrument 11-102 Passport System.
9B.4 Amendments
A receipt deemed to be issued for an amendment to a WKSI base shelf prospectus under subsection 9B.5(2) of NI 44-102 will not extend the period of effectiveness of the deemed receipt of the WKSI base shelf prospectus.
9B.5 Annual confirmation
An issuer that files a WKSI base shelf prospectus on or before its financial year-end will be required to confirm its eligibility as a well-known seasoned issuer on or before the annual filing date of each year following the filing of the WKSI base shelf prospectus. For example, an issuer with a June 30, 2025, financial year end that files a WKSI base shelf prospectus on June 30, 2025 would be required to confirm its eligibility as a well-known seasoned issuer on the annual filing date of that year (September 29, 2025) or in the 60 days preceding the annual filing date of that year. However, if that issuer instead files a WKSI base shelf prospectus on July 1, 2025 it would be required to confirm its eligibility on the annual filing date of the following year (September XX, 2026) or in the 60 days preceding the annual filing date of the following year.
9B.6 Exemptive relief in connection with WKSI base shelf prospectuses
Requests for exemptive relief require staff review and consideration. A receipt deemed to be issued pursuant to section 9B.5 of NI 44-102 will not evidence the granting of an exemption as WKSI base shelf prospectuses are not subject to staff review prior to the deemed issuance of a receipt and no receipt is actually issued.
The granting of an exemption from the provisions of securities legislation sought in connection with the filing of a WKSI base shelf prospectus or an amendment to a WKSI base shelf prospectus may only be evidenced by a decision to that effect, issued following a formal application for exemptive relief, by the regulator or, in Québec, the securities regulatory authority to the person that sought the exemption. Accordingly, requests for relief from any requirements included in Part 9B of NI 44-102 must be filed, and exemptive relief must be granted, in advance of the filing of a WKSI base shelf prospectus.
Pursuant to Part 11 of NI 44-102, an application for an exemption from the requirements in NI 44-102 shall include a letter explaining why consideration should be given to the granting of the exemption. In respect of applications for relief from the conditions included in the definition of "eligible issuer", the letter should explain why relief from the eligibility requirements would not be prejudicial to the public interest or raise investor protection concerns. Staff will consider numerous factors when determining whether relief from eligibility criteria would be appropriate, including the following:
• the nature of the conduct resulting in ineligibility,
• who was responsible for the conduct resulting in ineligibility,
• the duration of the conduct resulting in ineligibility,
• the effects of the conduct resulting in ineligibility, for example the number of investors affected or the amount of any damages or compensation paid to affected investors,
• the issuer's history of compliance with securities laws,
• remedial steps taken to address the conduct resulting in ineligibility including any steps taken to prevent reoccurrence of conduct similar to the conduct resulting in ineligibility,
• disclosure of the conduct resulting in ineligibility.
Staff may consider factors other than those listed above when reviewing an exemptive relief application. A decision to recommend relief will be made on a case-by-case basis and will depend upon the facts known at the time. It is the responsibility of the applicant to demonstrate that the conduct that resulted in the issuer not satisfying the definition of "eligible issuer" should not result in the issuer being ineligible to file a WKSI base shelf prospectus.
If relief is granted from the criteria set out in the definition of "eligible issuer", such relief will only be in respect of specific conduct resulting in ineligibility at the time of the application. Relief will not be granted on a prospective basis for any future conduct resulting in ineligibility. Staff note relief granted from the definition of "eligible issuer" may also be time-limited.
9B.7 Penalties and Sanctions
For the purposes of the definition of "eligible issuer", a late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a "penalty or sanction".
9B.8 Pre-marketing in connection with a WKSI base shelf prospectus
In general, any advertising or marketing activities undertaken in connection with a prospectus prior to the issuance of a receipt for the preliminary prospectus are prohibited under securities legislation by virtue of the prospectus requirement. As an issuer filing a WKSI base shelf prospectus is exempt from the requirement to file a preliminary prospectus, any advertising or marketing activities undertaken in connection with a WKSI base shelf prospectus prior to the deemed issuance of a receipt for the WKSI base shelf prospectus are prohibited.
An issuer who is filing a WKSI base shelf prospectus would also be unable to rely on the bought deal exemption for pre-marketing provided in Part 7 of NI 44-101 as a preliminary prospectus is required to be filed to comply with such exemption.
9B.9 Existing preliminary short form prospectus or existing base shelf prospectus
Issuers cannot amend an existing preliminary short form prospectus or an existing base shelf prospectus to convert the same into a WKSI base shelf prospectus. If an issuer has an existing preliminary short form prospectus or an existing base shelf prospectus and would like to file a WKSI base shelf prospectus, the issuer should, as a first step, withdraw the existing preliminary short form prospectus or the existing base shelf prospectus.
Issuers who withdraw a preliminary short form prospectus are ineligible to file a WKSI base shelf prospectus for the 90 days following such withdrawal. If an issuer wishes to file a WKSI base shelf prospectus within 90 days of such withdrawal, the issuer must file an application for exemptive relief from the eligibility criteria.
9B.10 Issuers reporting in a foreign currency
The definition of "well-known seasoned issuer" requires that issuers, on at least one day during the preceding 60 days of the date of filing of the WKSI base shelf prospectus, have either qualifying public equity of at least $500 000 000 or qualifying public debt of at least $1 000 000 000. Issuers calculating qualifying public equity or qualifying public debt and who report in a foreign currency should use the exchange rate on the day they are performing the relevant calculations to convert the figure into Canadian dollars.
The definition of "well-known seasoned issuer" requires that issuers with a mineral project satisfy certain gross revenue thresholds as disclosed in their most recent audited annual financial statements. For the purposes of confirming that an issuer satisfies the required thresholds, issuers who report in a foreign currency should use the annual average exchange rate corresponding to the relevant financial year to convert the disclosed gross revenue into Canadian dollars.
9B.11 Calculation of "Qualifying Public Debt"
Large issuers frequently conduct exchange offers for outstanding debt securities whereby new debt is issued in exchange for the outstanding debt securities. Since these exchange offers are not for cash they should be excluded from the calculation of "qualifying public debt".
9B.12 Certain Offerings by Canadian Issuers under the U.S. Multijurisdictional Disclosure System
Part 4 of 71-101CP The Multijurisdictional Disclosure System (71-101CP) sets out the process for certain offerings by Canadian issuers distributing securities in the United States under the United States multijurisdictional disclosure system (the 71-101CP procedures).
Under the 71-101CP procedures, an issuer filing a prospectus or a registration statement qualifying securities offered and sold in the United States, may receive from the securities regulatory authority or regulator a receipt for the prospectus or a notification of clearance for the registration statement.
As described in section 9B.2 of this companion policy, no securities regulatory authority or regulator will issue a receipt for a WKSI base shelf prospectus or an amendment to a WKSI base shelf prospectus filed under Part 9B of NI 44-102. To the extent that a receipt deemed to be issued for the WKSI base shelf prospectus fails to satisfy the applicable requirements of the SEC, all jurisdictions that act as principal regulator pursuant to National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions are prepared to issue a notification of clearance, as contemplated by the 71-101CP procedures, on request. As part of the 71-101CP procedures, comments may be raised by staff that require amendments to the WKSI base shelf prospectus.
To avoid timing complications from staff review we encourage issuers to contact staff of their principal regulator in advance to discuss their filing and use the confidential prospectus pre-filing process..
3. These changes become effective on November 28, 2025.
Changes to National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions
1. National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions is changed by this Document.
2. Section 2.1 is amended
(a) by deleting "and" after the definition of "short form prospectus",
(b) by replacing "." with "; and" after the definition of "waiver application", and
(c) by adding the following definition:
"WKSI base shelf prospectus" has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions..
3. Part 3 is amended by adding the following section:
3.6 WKSI base shelf prospectus
An issuer that files a WKSI base shelf prospectus would not meet the conditions to use the passport system as it does not file a preliminary prospectus and would not indicate on SEDAR+ that it is relying on MI 11-102 in accordance with paragraph 3.3(1)(b) of MI 11-102. For this reason, the procedures described in this policy statement are not applicable to WKSI base shelf prospectuses. Further, since a receipt for a WKSI base shelf prospectus is deemed to be issued in every jurisdiction in which the prospectus is filed, the application of the passport system is not necessary..
4. These changes become effective on November 28, 2025.
Repeal of OSC Rule 44-503 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers
1. Ontario Securities Commission Rule 44-503 Exemption from Certain Prospectus Requirements for Well-known Seasoned Issuers is repealed by this Instrument.
2. This Instrument comes into force on November 28, 2025.
Local Amendments to National Instrument 45-106 Prospectus Exemptions in Ontario
1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.
2. Subsection 2.4(2.1) is amended by adding the following paragraph:
(i.1) a person who purchases a security of the issuer in reliance on the prospectus exemptions in Ontario Instrument 45-507 Self-Certified Investor Prospectus Exemption or Ontario Instrument 45-510 Self-Certified Investor Prospectus Exemption,.
3. Section 2.4 is amended by adding the following subsection:
(3.1) In Ontario, subsection (3) does not apply to a distribution to a self-certified investor in reliance on the prospectus exemption in Ontario Instrument 45-510 Self-Certified Investor Prospectus Exemption..
4. This Instrument comes into force in Ontario on December 4, 2025.
Amendments to Multilateral Instrument 13-102 System Fees
1. Multilateral Instrument 13-102 System Fees is amended by this Instrument.
2. Subsection 1(1) is amended by adding the following definition:
"WKSI base shelf prospectus" means a base shelf prospectus filed under Part 9B of National Instrument 44-102 Shelf Distributions..
3. Subsection 3(1) is replaced with the following:
(1) If a person or company described in Column A of Appendix A transmits a filing of a type described in Column B of the Appendix, the person or company must pay to the person or company's principal regulator the system fee specified in Column C of the Appendix for the filing for the reference period corresponding to the date of transmission of the filing..
4. Section 4 is amended by adding "for the reference period corresponding to that date" after "Appendix B".
5. Appendix A is replaced with the following:
Appendix A
System Fees
In this Appendix,
"application" means a request transmitted through SEDAR+ for a decision of the regulator or securities regulatory authority but, for greater certainty, does not include a pre-filing;
"pre-filing" means a request to consult with the principal regulator regarding the application of securities legislation or securities directions generally or the application of securities legislation or a direction to a particular transaction or matter or proposed transaction or matter.
Item
Column A
Column B
Column C
Person or company required to file
Filing type
Reference periods and system fee payable
From 11/28/2025 to 11/29/2026
From 11/30/2026 to 11/29/2027
From 11/30/2027 to 11/29/2028
From 11/30/2028 to 11/29/2029
After 11/29/2029
1
Sponsoring firm -- in respect of an individual registrant
Application for registration or reactivation of registration
$138
$143
$148
$153
$158
2
International dealer or international adviser
Annual notice of reliance on exemption from dealer registration requirement or adviser registration requirement
$560
$577
$595
$613
$632
3
Investment fund that is a reporting issuer
Annual financial statements
$840
$866
$892
$919
$947
4
Investment fund
Preliminary, pro forma, or combined preliminary and pro forma long form prospectus
$3520, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund
$3626, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund
$3735, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund
$3848, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund
$3964, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund
Preliminary, pro forma, or combined preliminary and pro forma simplified prospectus
$3520, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund
$3626, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund
$3735, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund
$3848, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund
$3964, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund
5
Reporting issuer other than an investment fund
Annual financial statements
$1224
$1261
$1299
$1338
$1379
6
Reporting issuer, other than an investment fund, that is not a short form prospectus issuer
Annual information form
$688
$709
$731
$753
$776
7
Investment fund that is not a short form prospectus issuer
Annual information form
$688
$709
$731
$753
$776
8
Reporting issuer that is a short form prospectus issuer
Annual information form
$4048
$4170
$4296
$4425
$4558
9
Issuer other than an investment fund
Preliminary long form prospectus
$1520
$1566
$1613
$1662
$1712
Preliminary prospectus governed by a CPC instrument
Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus
$2400
$2472
$2547
$2624
$2703
WKSI base shelf prospectus
$2400
$2472
$2547
$2624
$2703
10
All filers
Issuer bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids or take-over bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids
$560
$577
$595
$613
$632
11
Issuer, other than an investment fund
Rights offering circular
$2400
$2472
$2547
$2624
$2703
12
All filers
Report of exempt distribution
$64
$66
$68
$71
$74
13
All filers
Pre-filing that is transmitted through SEDAR+
$560
$577
$595
$613
$632
14
All filers
Application that is required to be transmitted through SEDAR+ under National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+),
(a) if a pre-filing referred to in Item 13 was previously transmitted in respect of the application, and
$0
$0
$0
$0
$0
(b) in any other case
$560
$577
$595
$613
$632
6. Appendix B is replaced with the following:
Appendix B
System Fees
Column A
Column B
Column C
Person or company required to file
Filing type
Reference periods and system fee payable
From 11/28/2025 to 11/29/2026
From 11/30/2026 to 11/29/2027
From 11/30/2027 to 11/29/2028
From 11/30/2028 to 11/29/2029
After 11/29/2029
Sponsoring firm -- in respect of each individual registrant sponsored by the firm
Annual registration renewal
$138
$143
$148
$153
$158
7. (1) This Instrument comes into force on November 28, 2025.
(2)In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after November 28, 2025, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06367981
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06364833
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06365665
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06368785
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing # 06370385
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06290744
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06256649
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Issuer Name:
Type and Date:
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Promoter(s):
Filing #06245062
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06240797
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06310760
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06245912
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06345862
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06354109
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06355363
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Issuer Name:
Type and Date:
Offering Price and Description:
Underwriter(s) or Distributor(s):
Promoter(s):
Filing #06349631
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Promoter(s):
Filing #06362851
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06358609
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06345552
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Issuer Name:
Principal Regulator -- Alberta
Type and Date:
Offering Price and Description:
Filing # 06358973
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06358282
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Issuer Name:
Principal Regulator -- Ontario
Type and Date:
Offering Price and Description:
Filing # 06363523
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Issuer Name:
Principal Regulator -- Quebec
Type and Date:
Offering Price and Description:
Filing # 06367642
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06360706
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Issuer Name:
Principal Regulator -- British Columbia
Type and Date:
Offering Price and Description:
Filing # 06364209
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Type |
Company |
Category of Registration |
Effective Date |
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New Registration |
PARTENAIRES QUADRA CAPITAL INC./QUADRA CAPITAL PARTNERS INC. |
Exempt Market Dealer, Portfolio Manager and Investment Fund Manager |
November 25, 2025 |
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Consent to Suspension (Pending Surrender) |
Waypoint Investment Partners Inc. |
Exempt Market Dealer, Portfolio Manager and Investment Fund Manager |
November 27, 2025 |
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New Registration |
BAYFIELD INVESTMENT SERVICES LTD. |
Exempt Market Dealer |
November 28, 2025 |
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Change Registration Category |
Millar Private Wealth Management Inc. |
From: Portfolio Manager and Exempt Market Dealer |
November 28, 2025 |
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To: Portfolio Manager |
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Change Registration Category |
INSIGHT INVESTMENT MANAGEMENT (GLOBAL) LIMITED |
From: Commodity Trading Manager |
December 1, 2025 |
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To: Commodity Trading Manager and Portfolio Manager |
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Consent to Suspension (Pending Surrender) |
Perennial Asset Management Corp. |
Commodity Trading Manager, Exempt Market Dealer, Portfolio Manager and Investment Fund Manager |
November 27, 2025 |
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Amalgamation |
Millar Private Wealth Management Inc. and Harbourfront Wealth Counsel Inc. |
Investment Fund Manager and Portfolio Manager |
December 1, 2025 |
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To form: Harbourfront Wealth Counsel Inc. |
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TSX Inc. -- Proposed Amendments -- Notice of Approval
In accordance with the "Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits Thereto" for recognized exchanges, TSX Inc. ("TSX", the "Exchange" or "we") has adopted, and the Ontario Securities Commission has approved, the proposed introduction of a new ultra-low latency 10 Gigabit co-location network connectivity option and certain related fee changes, as set out in the Request for Comments (as defined below) (the "Amendments").
Capitalized terms used and not otherwise defined in the Notice of Approval shall have the meaning ascribed to them in the Request for Comments.
A copy of the Amendments can be found here.
On September 11, 2025, TSX published a Notice of Proposed Amendments and Request for Comments (the "Request for Comments") for a 30-day period, and four comment letters were received. A summary of the comments submitted, together with the Exchange's responses, is attached at Appendix A. The Exchange thanks all commenters for their feedback and suggestions.
The Amendments will be implemented on January 26, 2026.
List of Commenters:
• Anonymous
• Benoit Dufresne ("BD")
• Canadian Independent Finance and Innovation Counsel ("CIFIC")
• Canadian Forum for Financial Markets ("CFFiM")
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Summarized Comments Received |
The Exchange's Response |
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1. |
One commenter expressed support for the introduction of the TMX Ultra 10Gb Connectivity, describing TMX Ultra as a great product, and a significant and positive development within the Canadian equities market. The Commenter was of the view that TMX Ultra benefits the market for those who require the fastest path for market data ingestion and order entry, while taking into account that others may not have the same requirements. (Anonymous) |
The Exchange thanks the commenter for its feedback. |
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2. |
Two commenters were unsupportive of the TMX Ultra 10Gb Connectivity and were of the following views: |
The Exchange thanks the commenters for their feedback but disagrees with these characterizations of the TMX Ultra 10Gb Connectivity. Offering premium, optional services such as this is essential for the Exchange to drive innovation and ensure that Canadian capital markets remain globally competitive. The pricing of the service is designed to cover the significant investment in advanced infrastructure required to deliver ultra-low latency. The service is a voluntary one designed to meet specialized demands, not an unfair "pay-to-win" system that negatively impacts the market. |
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The TMX Ultra 10Gb Connectivity is a more expensive and faster tier that would negatively impact market participants and fairness. (BD) |
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The new offering is a "significant barrier to entry" that guarantees no chance of success for lower-tier subscribers, thereby consolidating power to those already at the "top of the game". (BD) |
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The new service is a "pay-to-win" system that is unfair. (BD) |
We disagree with the view that the offering is a "significant barrier to entry" or a source of unfairness. The service is an offering catering to the most latency-sensitive strategies, not a requirement for success across the broader market. The existing standard connectivity options remain in place and are sufficient for many participants, as indicated in our pre-consultations with clients. Furthermore, participants who do not choose the new service are still able to achieve comparable or superior latency improvements by optimizing the technology architecture within their own co-location cabinets. The decision to pursue a latency-sensitive strategy is a commercial one that already involves substantial investments in talent, research, proprietary hardware, and software. These operational costs are the primary barrier to entry in this specialized field, not the incremental cost of a connectivity upgrade. TMX Ultra 10Gb Connectivity is an optional tool designed for participants who have already made this strategic commitment. For firms already using the Current 10Gb Connectivity, the incremental monthly cost is not a determinative barrier when contextualized within the significant total operating costs of a latency-sensitive trading business. |
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There has been little indication of trader support, and latency-sensitive firms will feel compelled to adopt the new offering to remain competitive. (CIFIC) |
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The new offering is more likely to add costs for participants than provide meaningful improvements to market quality. (CIFIC) |
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Our pre-consultations with a diverse array of clients indicated broad support for the initiative and confirmed that not all participants require this service for their business model, underscoring its optional nature. The Exchange believes that introducing this ultra-low latency connection is an investment in the quality of Canada's capital markets. By providing enhanced tools to liquidity providers, this service fosters deeper liquidity and tighter spreads, which are market-wide benefits that serve all investors. Designed to deepen the order book and improve price discovery for all participants, such enhancements are a core component of our mandate to operate fair, efficient, and globally competitive markets. |
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3. |
One commenter suggested that the Exchange focuses on measures that enhance fairness, accessibility, and overall market efficiency and that the Exchange should explore innovations that reduce latency gaps across participants, improve resiliency, or increase transparency. The commenter was of the view that this would better serve the long-term interests of both market participants and investors. (CIFIC) |
The Exchange is continually committed to measures that enhance fairness, accessibility, and overall market efficiency, including innovations in resiliency and transparency across all our trading platforms. The proposed connectivity upgrade is one component of our broader strategy to improve trading performance and meet diverse client needs, and it does not preclude ongoing efforts to reduce latency for the wider client base. |
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4. |
One commenter was of the view that TMX Ultra 10Gb Connectivity raises concerns regarding competition, fairness, and overall market balance, particularly for less liquid securities (Tier 2 and 3) and that this focus on speed may not benefit Canada's broader market or the liquidity needs of its less liquid securities, thus potentially harming domestic competitiveness. (CFFiM) |
The Exchange is of the view that TMX Ultra is a necessary innovation designed to maintain the global competitiveness of Canadian markets. We believe that providing advanced tools for sophisticated liquidity providers helps attract and retain critical order flow, which fosters deeper liquidity and tighter spreads across all security tiers. We respectfully disagree that enhanced liquidity in top-tier securities detracts from lower-tier securities, or that TMX Ultra 10Gb Connectivity would attract liquidity disproportionately towards Tier 1 securities. We believe both assertions are unsubstantiated in this context. |
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5. |
One commenter requested confirmation and audit of equidistant cabling and enhanced transparency, including an architectural diagram and disclosure of latency variance and hardware specifics, to provide continuous assurance of fairness. (CFFiM) |
The Exchange operates on a foundational principle of fair access, in compliance with our regulatory obligations under National Instrument 21-101. We affirm our commitment to ensuring practical equity in access. The TMX Ultra 10Gb connections are engineered for equalized latency profiles, utilizing uniform hardware and certified equalized cabling, which ensures equitable access for all subscribers to this service. |
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The Exchange is of the view that the level of technical disclosure provided is considered sufficient for market participants to evaluate the service. Detailed information, such as proprietary network diagrams, specific third-party vendor names, or in-depth historical messaging data, is commercially sensitive and proprietary. |
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6. |
One commenter requested certain historical quantitative evidence from previous upgrades (introduction of colocation, 10GB) to assess competitive impact (e.g., spreads, market share shifts) and raised a concern regarding the diversity of the consulted client group. (CFFiM) |
While we acknowledge the importance of historical analysis, compiling this level of detail extends beyond the scope of this product filing. |
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Our client pre-consultation was robust, engaging with a broad spectrum of business models, including participants with varying degrees of latency sensitivity, including clients who indicated the microsecond-scale benefits of TMX 10G Ultra is not meaningful to them. This informal client consultation process was supplemented by the formal 30-day public comment period, which is the prescribed regulatory mechanism for gathering comprehensive stakeholder input and is open to all affected stakeholders. |
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7. |
One commenter suggested replacing the proposed fixed-fee structure with a variable pricing model (per message or volume) to encourage smaller participants to compete profitably. (CFFiM) |
The Exchange is of the view that the proposed fixed model is more appropriate and operationally consistent with an offering of this nature and that it remains the global industry standard for dedicated, physical connectivity. This model offers clients cost certainty and is designed to appropriately cover significant infrastructure investment and ongoing operational costs. This optional service is primarily designed for latency-sensitive firms, for whom we believe the fixed fee is not considered a material barrier. |
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Vortex Metals Inc. -- s. 21(b) of Ont. Reg. 398/21 of the OBCA
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).
(Subsection 21(b) of the Regulation)
UPON the application of Vortex Metals Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the Province of British Columbia pursuant to section 181 of the OBCA (the Continuance);
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant representing to the Commission that:
1. The Applicant was incorporated under the laws of Ontario by filing the Articles of Incorporation on November 6, 2009, under the name Victory Capital Corp. On April 27, 2022, the Applicant changed its name to Vortex Metals Inc.
2. The head office of the Applicant is located at Suite 1500 -- 409 Granville St., Vancouver, BC V6C 1T2, and the and registered and records office of the Applicant are located at Suite 2900 -- 333 Bay Street, Toronto, ON M5H 2T4.
3. The Applicant is an offering corporation under the OBCA.
4. The authorized capital of the Applicant consists of an unlimited number of common shares without par value (Common Shares) of which 114,081,168 Common Shares are issued and outstanding as at October 28, 2025.
5. The Common Shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol "VMS".
6. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue (the Application for Continuance) as a corporation under the Business Corporations Act (British Columbia), SBC 2002, c. 57 (the BCBCA).
7. Following the Continuance, the Applicant's head office will continue to be located at Suite 1500 -- 409 Granville St., Vancouver, BC V6C 1T2 and its registered and records office will be relocated to 15th Floor, 1111 West Hastings Street, Vancouver, BC V6E 2J3.
8. The principal reason for the Continuance is for corporate and administrative reasons as the board of directors of the Applicant is of the view that the BCBCA provides the Applicant with increased flexibility with respect to capital management, resulting from more flexible rules relating to dividends, share purchases, redemptions and consolidations of capital.
9. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.
10. The Applicant is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the Act) and the securities legislation of each of the provinces of Alberta, British Columbia and Saskatchewan (collectively, the Legislation). The Applicant intends to remain a reporting issuer in the provinces of Alberta, British Columbia, Ontario and Saskatchewan following the Continuance.
11. The Commission is currently the Applicant's principal regulator. Following the Continuance, the Applicant will change its principal regulator to the British Columbia Securities Commission.
12. The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation or the regulations or rules made thereunder.
13. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OBCA, the Act or the Legislation.
14. The Applicant is not in default of any provision of the rules, regulations or policies of the TSXV.
15. The Applicant's management information circular dated September 10, 2025, which was provided to all shareholders of the Applicant in connection with its annual general and special meeting of shareholders held on October 15, 2025 (the Meeting) described the proposed Continuance and advised shareholders of their dissent rights under section 185 of the OBCA in respect of the Continuance.
16. The Continuance required the approval by a special resolution of not less than two-thirds of the aggregate votes cast by shareholders of the Applicant present in person or by proxy at the Meeting. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 90.95% of the votes cast. No shareholders exercised dissent rights pursuant to section 185 of the OBCA.
17. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION CONSENTS to the continuance of the Applicant under the BCBCA.
DATED at Toronto on this 1st, day of December 2025.
OSC File #: 2025/0644