Ontario Securities Commission Bulletin
Issue 49/01 - January 08, 2026
Ont. Sec. Bull. Issue 49/01
• Ontario Securities Commission and Claire Amanda Drage -- s. 127(1)
• Ontario Securities Commission and Claire Amanda Drage
• Ontario Securities Commission et al.
• Ontario Securities Commission and Claire Amanda Drage -- s. 127(1)
• Tornado Infrastructure Equipment Ltd.
• Scotia Capital (USA) Inc. -- s. 38 of the CFA
• Letko, Brosseau & Associates Inc. et al.
• Wellington-Altus Private Counsel Inc. et al.
• LongPoint Asset Management Inc. and Return Stacked® Global Balanced & Macro ETF
• Desjardins Global Asset Management Inc. and The Top Funds
• AXA Investment Managers US Inc.
• Hoovest Financial Inc. and OneVest Management Inc.
• Wealthsimple Investments Inc.
• ZLC Wealth Inc. and Quintessence Wealth
• Go Residential Real Estate Investment Trust
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Ontario Securities Commission and Claire Amanda Drage -- s. 127(1)
FILE NO.: 2025-14
BETWEEN:
Subsection 127(1) of the Securities Act, RSO 1990, c S.5
PROCEEDING TYPE: Public Settlement Hearing
HEARING DATE AND TIME: December 19th, 2025, at 9:00 a.m.
LOCATION: By videoconference
The purpose of this hearing is to consider whether it is in the public interest for the Capital Markets Tribunal to approve the Settlement Agreement dated December 16, 2025, between the Ontario Securities Commission and Claire Amanda Drage in respect of the application filed by the Commission dated December 15, 2025.
Any party to the proceeding may be represented by a representative at the hearing.
IF A PARTY DOES NOT ATTEND, THE HEARING MAY PROCEED IN THE PARTY'S ABSENCE AND THE PARTY WILL NOT BE ENTITLED TO ANY FURTHER NOTICE IN THE PROCEEDING.
This Notice of Hearing is also available in French on request of a party. Participation may be in either French or English. Participants must notify the Tribunal in writing as soon as possible if the participant is requesting a proceeding be conducted wholly or partly in French.
L'avis d'audience est disponible en français sur demande d'une partie, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Tribunal par écrit dès que possible si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.
Dated at Toronto this 17th day of December 2025.
For more information
Please visit capitalmarketstribunal.ca or contact the Registrar at registrar@capitalmarketstribunal.ca.
(Subsection 127(1) and Section 127.1 of the Securities Act, RSO 1990 c S.5)
1. This matter concerns a fraud in the real estate sector involving Claire Amanda Drage (Drage) and two companies under her ownership and control: The Lion's Share Group Inc. (Lion's Share Group) and The Windrose Group Inc. (Windrose Group). Prior to their bankruptcy in 2024, Lion's Share Group and Windrose Group's operations consisted principally of raising funds for Ontario real estate developers through the issuance or brokering of unsecured promissory notes, which are securities. However, in the promotion of these promissory notes, Drage and her two companies made statements to investors which they knew or ought to have known were false and misleading contrary to s. 126(1)(b) of the Securities Act, RSO 1990, c S.5 (the Act).
2. By no later than 2021, Drage, Lion's Share Group and Windrose Group knew or ought to have known about the borrowers' significant liquidity issues and overleveraging. Despite this, they did not disclose these issues or the corresponding risks to investors. On the contrary, Drage and her companies falsely portrayed the borrowers of the promissory notes as financially successful, not overleveraged and likely to repay their debts.
3. Drage, Lion's Share Group, and Windrose Group continued to issue or broker promissory notes from Ontario investors up to February 2024 when they knew or ought to have known there was no reasonable expectation that the investors would be repaid. This deceitful conduct was repeated and widespread, involving numerous false and misleading statements, as well as misrepresentations by omission. In total, at least an estimated $285.8 million was raised from investors between 2021 and 2024. By the time Drage, Lion's Share Group and Windrose Group were declared bankrupt in 2024, nearly $90 million remained owing to nearly 450 investors.
4. Drage, Lion's Share Group, and Windrose Group also sold and facilitated the sale of promissory notes without complying with the prospectus and registration requirements under ss. 25(1), 25(3), and 53(1) of the Act, thus depriving investors of important safeguards to protect them from unscrupulous and fraudulent conduct.
5. Drage owned and controlled Lion's Share Group and Windrose Group, and is therefore also liable under s. 129.2 for their breaches of Ontario securities law.
The Ontario Securities Commission (the Commission) makes the following allegations of fact:
I. The Lion's Share Business
6. Lion's Share Group was incorporated under the Ontario Business Corporations Act on October 21, 2014 with its head office in Freelton, Ontario. Drage was the sole director and officer of Lion's Share Group at all material times. Between June 2018 and June 2023, Lion's Share Group also operated under the registered business name "The Windrose Group".
7. Windrose Group was incorporated under the Ontario Business Corporations Act on November 1, 2021, with the same head office in Freelton, Ontario as Lion's Share Group. Drage was the sole director and officer of Windrose Group. Windrose Group carried out no separate operations and had no sources of revenue distinct from Lion's Share Group. At all times after its incorporation, Windrose Group operated together with Lion's Share Group as, effectively, one consolidated business referred to herein as "Lion's Share".
8. Lion's Share's operations consisted principally of the issuance of unsecured promissory notes (theLion Share Notes) to individuals and corporations (the Lion Share Lenders), including Ontario investors. With the funds raised from issuing the Lion Share Notes, Lion's Share then advanced loans to other corporations and individuals (the Lion Share Borrowers), primarily by way of unsecured promissory notes issued by the Lion Share Borrowers.
9. Lion's Share also brokered unsecured promissory notes (the Brokered Notes) issued directly by borrowers (the Brokered Notes Borrowers) to lenders (the Brokered Notes Lenders), for which Lion's Share earned a fee.
10. There was overlap between Lion Share Lenders and Brokered Notes Lenders, as well as between Lion Share Borrowers and Brokered Notes Borrowers. Lion Share Lenders and Brokered Notes Lenders are hereinafter collectively referred to as "Investors". Lion Share Borrowers and Brokered Notes Borrowers are hereinafter collectively referred to as "Borrowers".
11. The Borrowers had little to no communication with the Investors. Communication between the Borrowers and Investors was made primarily through Drage and Lion's Share.
12. Lion's Share also created and distributed the promotional materials used to solicit Investors. In particular, Lion's Share created and distributed documents called "Promissory Note Loan Opportunity for Review" (the Loan Opportunity Sheets). The Loan Opportunity Sheets were informational documents about the borrower of the funds (whether Lion's Share or another Borrower), the anticipated use of the money raised through the promissory notes, key terms of the loans, and other information conveying likelihood of repayment of the loan. As described in greater detail below, the Loan Opportunity Sheets contained several false and misleading statements.
13. The funds obtained from the Lion Share Notes and the Brokered Notes were to be used to cover the costs of various real estate projects undertaken by the Borrowers across Ontario. The notes were intended to be short term loans, no more than a year, and offered annual interest rates between 15% and 17%, compounding monthly.
14. The majority of Borrowers were pursuing "quick cash" strategies promoted by Drage and Lion's Share for Borrowers to purchase and renovate properties, with an ultimate goal of either "Flipping" (i.e., reselling) the renovated properties or pursuing a "BRRR" strategy (buy, rehabilitate, rent and refinance) to refinance the renovated properties in short order. The proceeds of sale or refinance could then be used to pay back promissory note lenders.
15. Drage owned and controlled Lion's Share. Drage also took an active role in Lion's Share's operations, including in the solicitation and onboarding of Investors as well as the evaluation, approval and ongoing monitoring of the Borrowers.
16. Between 2018 and February 2024, Lion's Share issued or brokered an estimated 8,049 promissory notes with a total estimated value of approximately $583.5 million. These figures include initial loans and renewals.
II. Events Leading to Bankruptcy
17. Following COVID, Drage and Lion's Share became aware of various challenges the Borrowers were facing. Borrowers were struggling with increased renovation costs and delays, higher tenancy vacancy rates, reduced rental incomes, and difficulties obtaining refinancing on a timely basis (or at all).
18. Despite these challenges, the Borrowers continued to grow their portfolios throughout 2020-2023. In accordance with the financing strategies that Drage and Lion's Share promoted, the majority of Borrowers were making the purchases with little to no capital of their own. Rather, the property acquisitions were financed through private mortgages, often brokered by Drage and Lion's Share.
19. The combination of these factors led to liquidity issues which, to Drage and Lion's Share's knowledge, worsened between 2021 and 2024. Throughout that period, Borrowers were unable to meet their loan obligations and had numerous missed, deferred, late, or not-sufficient funds (NSF) payments. Lion's Share renewed loans to Borrowers notwithstanding their past failures to meet their loan obligations when they became due, and Lion's Share had to create a separate department to track the increasing number of such renewals. Lion's Share also covered certain Borrowers' payments to Investors. As the liquidity issues grew in severity, Borrowers commenced bankruptcy/insolvency proceedings and/or began liquidating portions of their portfolios, with some selling properties for less than the costs to acquire and renovate them.
20. Mirroring the Borrowers' liquidity issues, Lion's Share itself faced growing liquidity issues. Lion's Share had been operating, on a cash basis, at a loss each year beginning 2017. By March 22, 2024, Lion's Share's negative retained earnings had accumulated to approximately $8.6 million.
21. In or around 2023, Drage and Lion's Share began to have more frequent calls with Borrowers to discuss the liquidity issues they were facing.
22. In or around December 2023, Drage called an internal Lion's Share meeting to discuss potential ways for Lion's share to regroup and respond to the liquidity issues. Among other things, Drage discussed the acute need for Lion's Share to cut costs and stop onboarding new borrowers.
23. By in or around 2024, many of the top Borrowers had ceased making payments.
24. In or around February 2024, Drage made the decision for Lion's Share to stop borrowing additional funds from Investors. The last Brokered Note was issued on January 24, 2024, and the last Lion Share Note was issued on February 8, 2024.
III. Drage and Lion's Share Bankruptcy
25. By Orders of the Ontario Superior Court of Justice Commercial List on April 3, 2024, Lion's Share Group was deemed bankrupt and The Fuller Landau Group Inc. (Fuller Landau) was appointed as Receiver over the property, assets and undertakings of Lion's Share Group. Also on April 3, 2024, Fuller Landau was appointed as trustee in bankruptcy of the estate of Lion's Share Group.
26. On June 12, 2024, the Court issued an order expanding the Fuller Landau's appointment to apply to the property, assets and undertakings of Windrose Group.
27. On April 8, 2024, Drage filed an assignment in bankruptcy and a trustee in bankruptcy was appointed over Drage's estate.
28. On June 13, 2024, Fuller Landau replaced the initial trustee as trustee in bankruptcy of Drage's estate.
29. According to Fuller Landau's Receiver Reports, as at February 29, 2024, Lion's Share owed approximately $89.5 million to 447 Lion's Share Lenders.
IV. Drage and Lion's Share Group's False and Misleading Statements to Investors
30. By no later than 2021, Drage and Lion's Share knew or ought to have known about the Borrowers' liquidity issues, and the corresponding risk to Lion's Share and the Borrowers' ability to meet their loan obligations to Investors. Despite this, Drage and Lion's Share made no disclosure to Investors or prospective investors of these financial concerns. On the contrary and as described in greater detail below, until February 2024, Drage and Lion's Share continued to solicit new investments and/or renewals by misleading Investors about the financial circumstances, contrary to s 126.1(1)(b) of the Act.
31. Between 2021 and 2024, Lion's Share raised over $140 million through the issuance of new and renewed Lion Share Notes to Lion Share Lenders, and a further approximately $125 million through new and renewed Brokered Notes.
i. Misrepresentations Regarding Financial Health
32. Between 2021 and 2024, Drage and Lion's Share solicited new Investors and/or renewals with a number of statements touting Lion's Share's and the Borrowers' financial health and success. Those statements were false and misleading. In particular,
i. The Loan Opportunity Sheets for Brokered Notes made representations as to the purported successes and portfolio strengths of the Borrowers (e.g., by noting things like the number of properties owned, the purchase price, the current value and anticipated monthly rental income). They made no disclosure of the significant liabilities of the Borrowers or, as applicable, their past failures to meet their loan obligations.
ii. The Loan Opportunity Sheets for Lion Share Notes held out Lion's Share and Drage as financial successes and represented that their ability to repay the loans was near guaranteed and "extremely likely". They made no disclosure of Lion's Share's years of operating consistently at a loss or its millions in negative retained earnings, as described above.
iii. Further to item (ii) above, Lion's Share represented that it made most of its money through its mortgage brokering business. Contrary to these representations, beginning fiscal 2020, most of Drage and Lion's Share's cash was earned from the promissory notes.
iv. In soliciting renewals of Lion Share Notes, Lion's Share told Investors it was able to offer the loan renewal or extension "as a result of the continued success of our borrowers". Lion's Share did not disclose the liquidity issues Lion's Share and its Borrowers were facing.
ii. False and Misleading Assurances Against Overleveraging
33. Between 2021 and 2024, Drage and Lion's Share also solicited investments with representations and assurances to the effect that it and the Borrowers were not and would not become overleveraged. Those statements and assurances were false and misleading. In particular,
i. Lion's Share represented in the Loan Opportunity Sheets that it had more assets than liabilities, which it stated was "key information" because "[e]nsuring that you are borrowing less than you are loaning out ensure [sic] that the business is not over leveraged and that there are always financial resources to ensure repayment can occur." Contrary to these representations, since fiscal 2020, Lion's Share had significantly more liabilities than assets.
ii. The Loan Opportunity Sheets further represented that Drage and Lion's Share would "ensure" that the Borrowers were controlling their borrowing and not overleveraging on any properties. Contrary to these representations, Drage and Lion's Share knew of numerous properties being developed by each of the top Borrowers with undisclosed debt levels that far exceeded the properties' estimated values.
iii. The Loan Opportunity Sheets for the Brokered Notes included representations of the "Loan to Value" ratio for the underlying property (i.e., the percentage of the property value that would be funded by debt, including any mortgages on the property, should the solicited loans be provided). Numerous of the represented "Loan to Value" ratios were false and failed to disclose the significantly overleveraged properties described in item (ii) above.
V. Unregistered Dealing and Advising
34. None of Drage, Lion's Share Group or Windrose Group was registered with the Commission in any capacity under the Act with respect to the above-described conduct. No exemptions from the registration requirements were sought or granted to any of Drage, Lion's Share Group or Windrose Group, and none were available under Ontario securities law.
35. Through their conduct described above, Drage, Lion's Share Group and Windrose Group have engaged in, or held themselves out as engaging in, the business of trading in securities and advising with respect to investing in securities without the necessary registration or an applicable exemption from the registration requirements, contrary to ss. 25(1) and (3) of the Act.
VI. Illegal Distribution
36. The sale of Lion Share Notes are trades in securities not previously issued and are, therefore, distributions.
37. No preliminary prospectus or prospectus was filed for the distribution of the promissory notes. The investments did not qualify for any exemption from the prospectus requirements, and no reports of exempt distribution were filed with the Commission.
38. By engaging in the conduct described above, Drage, Lion's Share Group and Windrose Group have engaged in distributions of securities without filing a preliminary prospectus or a prospectus and without an applicable exemption to the prospectus requirement, contrary to s. 53(1) of the Act.
VII. Authorizing, Permitting, or Acquiescing in Breaches of Ontario Securities Law
39. Drage, as director and officer of Lion's Share Group and Windrose Group, authorized, permitted or acquiesced in the conduct described above. As a result, Drage is deemed not to have complied with Ontario securities law pursuant to s. 129.2 of the Act.
40. The Commission alleges the following breaches of Ontario securities law:
i. Drage, Lion's Share Group, and Windrose Group directly or indirectly engaged or participated in an act, practice or course of conduct relating to securities, derivatives or the underlying interest of a derivative that they knew or reasonably ought to have known perpetrated a fraud on a person or company, contrary to s. 126.1(1)(b) of the Act;
ii. Drage, Lion's Share Group, and Windrose Group engaged in, and held themselves out as engaging in, the business of trading and advising in securities without being registered to do so and without an applicable exemption from the registration requirements, contrary to ss. 25(1) and (3) of the Act;
iii. Drage, Lion's Share Group, and Windrose Group engaged in distributions of securities without filing a preliminary prospectus or prospectus and without an applicable exemption from the prospectus requirement, contrary to s. 53(1) of the Act; and
iv. Drage, as a director and officer of Lion's Share Group and Windrose Group, authorized, permitted or acquiesced in Lion's Share Group and Windrose Group's breaches of the obligations and duties described above and is therefore liable for these breaches pursuant to s. 129.2 of the Act.
41. These allegations may be amended, and further and other allegations may be added as counsel may advise, and the Capital Markets Tribunal (the Tribunal) may permit.
42. The Commission requests that the Tribunal make an order pursuant to subsection 127(1) and 127.1 of the Act to approve the settlement agreement entered by Drage with respect to the matters set out herein.
DATED this 15 day of December, 2025
Ontario Securities Commission and Claire Amanda Drage
FOR IMMEDIATE RELEASE
December 17, 2025
TORONTO -- The Tribunal issued a Notice of Hearing for a hearing to consider whether it is in the public interest to approve a Settlement Agreement entered into by the Ontario Securities Commission and Claire Amanda Drage in the above-named matter.
The hearing will be held on December 19, 2025, at 9:00 a.m. by videoconference.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
A copy of the Notice of Hearing dated December 17, 2025, and the Application for Enforcement Proceeding dated December 15, 2025 are available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
December 18, 2025
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated December 18, 2025 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Claire Amanda Drage
FOR IMMEDIATE RELEASE
December 19, 2025
TORONTO -- Following a hearing held today, the Tribunal issued an Order in the above-named matter approving the Settlement Agreement reached between the Ontario Securities Commission and Claire Amanda Drage in the above-named matter.
A copy of the Order dated December 19, 2025, and the Settlement Agreement dated December 16, 2025, are available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
File No. 2025-7
Adjudicators: |
Tim Moseley (chair of the panel) |
Sandra Blake |
December 18, 2025
WHEREAS on December 15, 2025, the Capital Markets Tribunal held a hearing by videoconference, and later sought submissions about scheduling;
ON READING submissions from the representatives for the Ontario Securities Commission, Marie Rounding, Monique Hutchins, and Bruce Friesen, and having received no submissions from Desmond Alvares, Lisa Langley or Emerge Canada Inc.;
IT IS ORDERED THAT:
1. by 4:30 p.m. on February 2, 2026, each party shall serve all other parties with a book of documents containing copies of the documents, and identifying the other things, that each party intends to produce or enter as evidence at the merits hearing in this matter; and
2. by 4:30 p.m. on February 9, 2026,
a. each party shall advise all other parties of any issues about the authenticity or admissibility of documents contained in the books of documents; and
b. each party shall provide to the Registrar a completed copy of the Hearing Participant Checklist.
Ontario Securities Commission and Claire Amanda Drage -- s. 127(1)
BETWEEN:
File No. 2025-14
Adjudicators: |
James Douglas (chair of the panel) |
Dale Ponder |
|
Jane Waechter |
December 19, 2025
(Subsection 127(1) of the Securities Act, RSO 1990, c S.5)
WHEREAS on December 19, 2025, the Capital Markets Tribunal held a hearing by videoconference to consider the Joint Request for a Settlement Hearing filed by Claire Amanda Drage (Drage) and the Ontario Securities Commission for approval of a settlement agreement dated December 16, 2025 (the Settlement Agreement);
ON READING the Application for Enforcement Proceeding dated December 15, 2025, the Joint Request for a Settlement Hearing, including the Settlement Agreement, the written submissions of the Commission, and on hearing the submissions of the representatives for each of the parties;
IT IS ORDERED, for reasons to follow, that:
1. the Settlement Agreement is approved;
2. pursuant to paragraph 2 of subsection 127(1) of the Act of the Securities Act (Act), trading in any securities or derivatives by Drage cease permanently, except that she may trade:
a. mutual funds, exchange-traded funds, government bonds and/or guaranteed investment certificates (GICs) for the account of any registered retirement savings plan (RRSP), registered education savings plan (RESP), registered retirement income fund (RRIF) and Tax Free Savings Account (TFSA), as defined in the Income Tax Act, RSC 1985, c 1 as amended (the Income Tax Act), in which Drage has sole legal and beneficial ownership; and
b. solely through a registered dealer in Ontario, to whom Drage must have given a copy of this Order;
3. pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities or derivatives by Drage be permanently prohibited, except that she may acquire:
a. mutual funds, exchange-traded funds, government bonds and/or GICs for the account of any RRSP, RESP, RRIF and TFSA, as defined in the Income Tax Act, in which Drage has sole legal and beneficial ownership; and
b. solely through a registered dealer in Ontario, to whom Drage must have given a copy of this Order;
4. pursuant to paragraph 7 of subsection 127(1) of the Act, Drage immediately resign any position that she holds as a director or officer of an issuer;
5. pursuant to paragraph 8 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a director or officer of any issuer;
6. pursuant to paragraph 8.1 of subsection 127(1) of the Act, Drage immediately resign any position that she holds as a director or officer of a registrant;
7. pursuant to paragraph 8.2 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a director or officer of any registrant;
8. pursuant to paragraph 8.3 of subsection 127(1) of the Act, Drage immediately resign any position that she holds as a director or officer of an investment fund manager;
9. pursuant to paragraph 8.4 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a director or officer of any investment fund manager;
10. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a registrant, including as an investment fund manager, or as a promoter;
11. pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Drage permanently; and
12. pursuant to paragraph 6 of subsection 127(1) of the Act, Drage is reprimanded.
1. This matter concerns a fraud in the real estate sector involving Claire Drage (Drage) and two companies under her ownership and control: The Lion's Share Group Inc. (Lion's Share Group) and The Windrose Group Inc. (Windrose Group). Prior to their bankruptcy in 2024, Lion's Share Group and Windrose Group's operations consisted principally of raising funds for Ontario real estate developers through the issuance or brokering of unsecured promissory notes, which are securities. However, in the promotion of these promissory notes, Drage and her two companies made statements to investors which they knew or ought to have known were false and misleading.
2. By no later than 2021, Drage, Lion's Share Group and Windrose Group knew or ought to have known about the borrowers' significant liquidity issues and overleveraging. Despite this knowledge, they did not disclose these issues or the corresponding risks to investors. On the contrary, Drage and her companies continued to solicit investments until February 2024 with misrepresentations about the financial health and success of the different borrowers.
3. Between 2021 and 2024, Drage, Lion's Share Group and Windrose Group raised over $285 million through the issuance and brokering of promissory notes. By the time Drage, Lion's Share Group and Windrose Group were declared bankrupt in 2024, nearly $90 million remained owing to nearly 450 investors.
4. Drage, Lion's Share Group, and Windrose Group also sold and facilitated the sale of promissory notes without complying with the prospectus and registration requirements, thus depriving investors of important safeguards to protect them from unscrupulous and fraudulent conduct.
5. The Commission recommends settlement of this matter, in accordance with the terms and conditions set out in Part VI of the Settlement Agreement. Drage consents to the making of an order (the Order) substantially in the form attached as Schedule "A" to this Settlement Agreement based on the facts set out herein.
6. For the purposes of this matter and any regulatory proceeding commenced by a securities regulatory authority only, Drage agrees with the facts set out in Part III of this Settlement Agreement and the conclusions set out in Part V of this Settlement Agreement.
7. Prior to their bankruptcy in early 2024, Drage and Lion's Share (described and defined below) were in the business of securing private debt for real estate developments by way of private mortgages and promissory notes. Beginning fiscal 2019, Drage and Lion's Share generated most of their cash by issuing or brokering unsecured promissory notes to Ontario investors.
8. The promissory notes were securities under the Securities Act, RSO 1990, c S.5 (the Act). Drage, Lion's Share Group, and Windrose Group sold and/or facilitated the sale of these securities in breach of the registration and prospectus requirements under ss. 25(1), 25(3), and 53(1) of the Act.
9. Between 2021 and 2024, Drage and her two companies also perpetrated a fraud on Ontario investors, contrary to s. 126(1)(b) of the Act, by misleading investors as to the financial circumstances of the borrowers of their funds. In particular, Drage and Lion's Share falsely portrayed the borrowers of the promissory notes as financially successful, not overleveraged and likely to repay their debts. Contrary to these representations, by no later than 2021, Drage and Lion's Share were aware of severe liquidity issues that they and the other borrowers were facing.
10. Drage, Lion's Share Group, and Windrose Group continued to issue or broker promissory notes from Ontario investors up to February 2024 when they knew or ought to have known there was no reasonable expectation that the investors would be repaid. In total, at least an estimated $285.8 million was raised from investors between 2021 and 2024.
11. Drage owned and controlled Lion's Share Group and Windrose Group, and is therefore also liable under s. 129.2 for their breaches of Ontario securities law.
12. Lion's Share Group was incorporated under the Ontario Business Corporations Act on October 21, 2014 with its head office in Freelton, Ontario. Drage was the sole director and officer of Lion's Share Group at all material times. Between June 2018 and June 2023, Lion's Share Group also operated under the registered business name "The Windrose Group".
13. Windrose Group was incorporated under the Ontario Business Corporations Act on November 1, 2021, with the same head office in Freelton, Ontario as Lion's Share Group. Drage was the sole director and officer of Windrose Group. Windrose Group carried out no separate operations and had no sources of revenue distinct from Lion's Share Group. At all times after its incorporation, Windrose Group operated together with Lion's Share Group as, effectively, one consolidated business referred to herein as "Lion's Share".
14. Lion's Share's operations consisted principally of the issuance of unsecured promissory notes (theLion Share Notes) to individuals and corporations (the Lion Share Lenders), including Ontario investors. With the funds raised from issuing the Lion Share Notes, Lion's Share then advanced loans to other corporations and individuals (the Lion Share Borrowers), primarily by way of unsecured promissory notes issued by the Lion Share Borrowers.
15. Lion's Share also brokered unsecured promissory notes (the Brokered Notes) issued directly by borrowers (the Brokered Notes Borrowers) to lenders (the Brokered Notes Lenders), for which Lion's Share earned a fee.
16. There was overlap between Lion Share Lenders and Brokered Notes Lenders, as well as between Lion Share Borrowers and Brokered Notes Borrowers. Lion Share Lenders and Brokered Notes Lenders are hereinafter collectively referred to as "Investors". Lion Share Borrowers and Brokered Notes Borrowers are hereinafter collectively referred to as "Borrowers".
17. The Borrowers had little to no communication with the Investors. Communication between the Borrowers and Investors was made primarily through Drage and Lion's Share.
18. Lion's Share also created the promotional materials used to solicit Investors. In particular, Lion's Share created and distributed documents called "Promissory Note Loan Opportunity for Review" (the Loan Opportunity Sheets). The Loan Opportunity Sheets were informational documents about the borrower of the funds (whether Lion's Share or another Borrower), the anticipated use of the money raised through the promissory notes, key terms of the loans, and other information conveying likelihood of repayment of the loan. As described in greater detail below, the Loan Opportunity Sheets contained several false and misleading statements.
19. The funds obtained from the Lion Share Notes and the Brokered Notes were to be used to cover the costs of various real estate projects undertaken by the Borrowers across Ontario. The notes were intended to be short term loans, no more than a year, and offered annual interest rates between 15% and 17%, compounding monthly.
20. The majority of Borrowers were pursuing "quick cash" strategies promoted by Drage and Lion's Share for Borrowers to purchase and renovate properties, with an ultimate goal of either "Flipping" (i.e., reselling) the renovated properties or pursuing a "BRRR" strategy (buy, rehabilitate, rent and refinance) to refinance the renovated properties in short order. The proceeds of sale or refinance could then be used to pay back promissory note lenders.
21. Drage owned and controlled Lion's Share Group and Windrose Group. Drage also took an active role in Lion's Share's operations, including in the solicitation and onboarding of Investors as well as the evaluation, approval and ongoing monitoring of the Borrowers. Among other things, Drage:
i. Prepared or oversaw the preparation of promotional materials, including Loan Opportunity Sheets;
ii. Engaged in discussions with prospective investors about their investment goals and risk tolerance;
iii. Held herself out as the borrower for the Lion Share Notes;
iv. Assessed and approved new Borrowers and the projects for which Lion's Share solicited investments;
v. Advised Borrowers on financing strategies and developed real estate investment financing plans for the Borrowers;
vi. Attended periodic meetings with Borrowers to discuss their finances and operations; and
vii. Prepared and maintained records to track, among other things, the various properties under development by the Borrowers and the amount of debt incurred for each.
22. Between 2018 and February 2024, Lion's Share issued or brokered an estimated 8,049 promissory notes with a total estimated value of approximately $583.5 million. These figures include initial loans and renewals.
23. Five Borrowers (or groups of Borrowers, as applicable) received the vast majority of Investor funds (the Top Five Borrowers). Together, the Top Five Borrowers received over 80% of funded amounts loaned from or brokered by Lion's Share.
24. Following COVID, Drage and Lion's Share became aware of various challenges the Borrowers were facing. Borrowers were struggling with increased renovation costs and delays, higher tenancy vacancy rates, reduced rental incomes, and difficulties obtaining refinancing on a timely basis (or at all). Despite these challenges, the Borrowers continued to grow their portfolios throughout 2020-2023. In accordance with the financing strategies that Drage and Lion's Share promoted, the majority of Borrowers were making the purchases with little to no capital of their own. Rather, the property acquisitions were financed through private mortgages, often brokered by Drage and Lion's Share.
25. The combination of these factors led to liquidity issues which, to Drage and Lion's Share's knowledge, worsened between 2021 and 2024:
i. By the end of 2021, Lion's Share was forced to establish a separate renewals department to track the increasing number of renewals from Borrowers who were unable to meet their loan obligations at the end of the promissory notes' terms.
ii. In 2021-2023, all of the Top Five Borrowers had numerous missed, deferred, late, or not-sufficient funds (NSF) payments. Lion's Share continued renewing loans to these Borrowers notwithstanding their histories of failing to meet their loan obligations when they became due.
iii. By 2022, Lion's Share had been covering one or more payments for at least four of the Top Five Borrowers.
iv. In or around November 2021, the largest of the Top Five Borrowers (Borrower 1) had entered into an agreement to sell a large portion of its portfolio, representing a fundamental shift in the original BRRR strategy. When the sale closed in May 2022, certain entities comprising Borrower 1 requested, and Drage permitted, to keep a holdback (i.e., not pay off the outstanding debt to Lion's Share) so that those entities would have more assets to help pursue refinancing. Even with the holdback, those entities were unable to secure necessary refinancing and, by September/fall 2022, had to stop purchasing new properties as a result.
v. In December 2021, another of the Top Five Borrowers (Borrower 2) advised Lion's Share of its intention to file a proposal under the BIA as a result of its severe liquidity issues.
vi. By 2022, Drage had become concerned about another Top Five Borrower's (Borrower 3) portfolio because, among other things, it was having difficulties obtaining necessary refinancing related to its projects being overleveraged.
vii. By late 2022 or early 2023, Drage became aware that another of the Top Five Borrowers (Borrower 4) was selling properties for less than the cost of the debt incurred to acquire and renovate them. Drage later became concerned that Borrower 4 did not maintain proper records and could not account for its use of all Investor funds received.
viii. In 2023, Drage and Lion's Share were beginning to have more frequent calls with the Borrowers to discuss the liquidity issues they were facing.
ix. By 2023, Drage and Lion's Share had advised at least four of the Top Five Borrowers to stop purchasing new properties and/or liquidate portions of their portfolio.
x. In December 2023, Drage called an internal Lion's Share meeting to discuss potential ways for Lion's Share to "regroup" and respond to the "troubling" situation. At the meeting, Drage advised of the acute need to cut costs and stop onboarding new borrowers.
xi. In 2024, many of the Borrowers ceased making payments.
xii. On January 23, 2024, the Ontario Superior Court of Justice made an Order granting Borrower 1 protection pursuant to the Companies' Creditors Arrangement Act and appointing a monitor. In subsequent reports, the monitor noted concerns of, among other things, Borrower 1's failure to maintain proper records and account for uses of Investor funds raised through Lion's Share.
26. Mirroring the Borrowers' liquidity issues, Lion's Share itself faced growing liquidity issues. Lion's Share had been operating, on a cash basis, at a loss each year beginning 2017. As at year-ended June 30, 2020, Lion's Share had negative and declining retained earnings of over $1.5 million. Retained earnings remained negative with the deficit increasing throughout 2021-2023, and by March 22, 2024, Lion's Share's negative retained earnings had accumulated to approximately $8.6 million.
27. Despite these issues, it was not until February 2024 that Drage made the decision for Lion's Share to stop borrowing additional funds from Investors. The last Brokered Note was issued on January 24, 2024, and the last Lion Share Note was issued on February 8, 2024.
28. By Orders of the Ontario Superior Court of Justice Commercial List on April 3, 2024, Lion's Share Group was deemed bankrupt and The Fuller Landau Group Inc. (Fuller Landau) was appointed as Receiver over the property, assets and undertakings of Lion's Share Group. Also on April 3, 2024, Fuller Landau was appointed as trustee in bankruptcy of the estate of Lion's Share Group.
29. On June 12, 2024, the Court issued an order expanding the Fuller Landau's appointment to apply to the property, assets and undertakings of Windrose Group.
30. According to Fuller Landau's Receiver Reports, as at February 29, 2024, Lion's Share owed approximately $89.5 million to 447 Lion's Share Lenders.
31. On April 8, 2024, Drage filed an assignment in bankruptcy and a trustee in bankruptcy was appointed over Drage's estate.
32. On June 13, 2024, Fuller Landau replaced the initial trustee as trustee in bankruptcy of Drage's estate.
33. Drage remains undischarged from bankruptcy as at the date of this Agreement.
34. None of Drage, Lion's Share Group or Windrose Group was registered with the Commission in any capacity under the Act with respect to the above-described conduct. No exemptions from the registration requires were sought or granted to any of Drage, Lion's Share Group or Windrose Group, and none were available under Ontario securities law.
35. Through their conduct described above, Drage, Lion's Share Group and Windrose Group have engaged in, or held themselves out as engaging in, the business of trading in securities and advising with respect to investing in securities without the necessary registration or an applicable exemption from the registration requirement, contrary to ss. 25(1) and (3) of the Act.
36. The sale of Lion Share Notes are trades in securities not previously issued and are, therefore, distributions. No preliminary prospectus or prospectus was filed for the distribution of the promissory notes, contrary to s. 53(1) of the Act. The investments did not qualify for any exemption from the prospectus requirements, and no reports of exempt distribution were filed with the Commission.
37. By no later than 2021, Drage and Lion's Share knew or ought to have known about the Borrowers' liquidity issues, and the corresponding risk to Lion's Share and the Borrowers' ability to meet their loan obligations to Investors. Despite this, Drage and Lion's Share made no disclosure to Investors or prospective investors of these financial concerns. On the contrary and as described in greater detail below, until February 2024, Drage and Lion's Share continued to solicit new investments contrary to s 126.1(1)(b) of the Act.
38. Between 2021 and 2024, Lion's Share raised over $140 million through the issuance of new and renewed Lion Share Notes to Lion Share Lenders, and a further approximately $125 million through new and renewed Brokered Notes.
i. Misrepresentations Regarding Financial Health
39. Between 2021 and 2024, Drage and Lion's Share solicited new Investors and/or renewals with a number of statements touting Lion Share's and the Borrowers' financial health and success. Those statements were false and misleading. In particular,
i. The Loan Opportunity Sheets for Brokered Notes made representations as to the purported successes and portfolio strengths of the Borrowers (e.g., by noting things like the number of properties owned, the purchase price, the current value and anticipated monthly rental income). They made no disclosure of the significant liabilities of the Borrowers or, as applicable, their past failures to meet their loan obligations.
ii. The Loan Opportunity Sheets for Lion Share Notes held out Lion's Share and Drage as financial successes and represented that their ability to repay the loans was near guaranteed and "extremely likely". They made no disclosure of Lion's Share's years of operating consistently at a loss or its millions in negative retained earnings, as described above.
iii. Further to item (ii) above, Lion's Share represented that it made most of its money through its mortgage brokering business. Contrary to these representations, beginning fiscal 2020, most of Drage and Lion's Share's cash was earned from the promissory notes.
iv. In soliciting renewals of Lion Share Notes, Lion's Share told Investors it was able to offer the loan renewal or extension "as a result of the continued success of our borrowers". Lion's Share did not disclose the liquidity issues Lion's Share and its Borrowers were facing.
ii. False and Misleading Assurances Against Overleveraging
40. Between 2021 and 2024, Drage and Lion's Share also solicited investments with representations and assurances to the effect that it and the Borrowers were not and would not become overleveraged. Those statements and assurances were false and misleading. In particular:
i. Lion's Share represented in the Loan Opportunity Sheets that it had more assets than liabilities, which it stated was "key information" because "[e]nsuring that you are borrowing less than you are loaning out ensure [sic] that the business is not over leveraged and that there are always financial resources to ensure repayment can occur." Contrary to these representations, since fiscal 2020, Lion's Share had significantly more liabilities than assets.
ii. The Loan Opportunity Sheets further represented that Drage and Lion's Share would "ensure" that the Borrowers were controlling their borrowing and not overleveraging on any properties. Contrary to these representations, Drage and Lion's Share knew of numerous properties being developed by each of the Top Five Borrowers with undisclosed debt levels that far exceeded the properties' estimated values.
iii. The Loan Opportunity Sheets for the Brokered Notes included representations of the "Loan to Value" ratio for the underlying property (i.e., the percentage of the property value that would be funded by debt, including any mortgages on the property, should the solicited loans be provided). Numerous of the represented "Loan to Value" ratios were false and failed to disclose the significantly overleveraged properties described in item (ii) above.
41. Drage, as director and officer of Lion's Share Group and Windrose Group, authorized, permitted or acquiesced in the conduct by the companies described above. As a result, Drage is deemed not to have complied with Ontario securities law pursuant to s. 129.2 of the Act.
42. As described in paragraphs 28 through 32 above, Fuller Landau has been appointed as Receiver over the assets, undertakings and property of Lion's Share Group and Windrose Group. Fuller Landau has also been appointed as trustee in bankruptcy of the estate of Lion's Share Group and Drage's personal estate.
43. In these capacities, Fuller Landau's mandate is to secure and recover assets from Lion's Share and Drage for the benefit of their creditors -- namely, the Investors. Fuller Landau's Receiver Reports published to date do not identify any other potential Lion's Share creditors, apart from the Investors.
44. According to records from Drage's bankruptcy proceedings, all available personal assets have been disposed of, and net proceeds have been rendered to the trustee in bankruptcy. Among other assets, Drage has sold her house and liquidated her Registered Retirement Saving Plan accounts, and her entire interest in the net proceeds of those sales were provided to the trustee in bankruptcy.
45. Also according to records from Drage's bankruptcy proceedings, Drage has been required to make monthly payments of surplus income pursuant to s. 68 of the Bankruptcy and Insolvency Act, R.S.C., 1985, c. B-3 (BIA). Drage has complied with this requirement.
46. But for the appointments of the Receiver/trustees in bankruptcy, who have overseen the disposition of all available assets and collection of all available Drage surplus income, the Commission would be seeking significant monetary sanctions, including costs and disgorgement, as against Drage for the conduct set out herein.
47. Drage is a defendant in civil proceedings commenced by at least 179 Investors, including:
i. CV-24-00001447-0000, Arviko et al. v. Drage et al. (two plaintiffs);
ii. CV-24-00726324-00CL, M3 Beloved Development Inc. et al. v. Drage et al. (175 plaintiffs); and
iii. CV-24-00717697-0000, McLaughlin et al. v. Drage et al. (two plaintiffs).
48. By order dated August 21, 2025, the Court lifted the stay of proceedings under s. 69.3(1) of the BIA in the M3 Beloved Development Inc. case (CV-24-00726324-00CL).
49. In October 2025, counsel to Fuller Landau consented to an order lifting the stay of proceedings under s. 69.3(1) of the BIA in the Arviko case (CV-24-00001447-0000).
50. The Respondent requests, and the Commission does not object, that the panel at the Settlement Hearing consider the following mitigating circumstances:
i. Drage is 59 years old.
ii. Apart from some temporary support work for Fuller Landau in its capacity as Receiver, according to representations by Drage to the Commission, Drage has ceased engaging in any securities-related work following the Lion's Share bankruptcy and receivership.
iii. Drage is the primary income earner in her household. She is supporting her 61-year-old husband who has been unable to work due to medical reasons.
iv. Drage has not secured full-time employment since Lion's Share's bankruptcy and receivership. She is currently working three jobs, all either part-time or casual roles. As described above, Drage is making payments of any surplus income she earns, as calculated under s. 68 of the BIA, to the trustee in bankruptcy.
v. Drage has not previously been found to have breached the Act.
vi. Drage is remorseful for her actions and the harm to Investors.
vii. Drage cooperated during the Commission's investigation and has voluntarily agreed to enter into this Settlement Agreement. Drage has accepted responsibility for her actions through admissions without the need for protracted proceedings.
51. In addition to the above, the Respondent requests that the Settlement Hearing panel consider her position that she did not fully understand her obligations under Ontario securities law.
52. Drage acknowledges and admits that, during the time of the conduct referred to above:
i. Drage, Lion's Share Group and Windrose Group engaged or participated in conduct relating to securities that they knew or reasonably ought to have known perpetrated a fraud, contrary to s. 126.1(1)(b) of the Act;
ii. Drage, Lion's Share Group and Windrose Group engaged in, and held themselves out as engaging in, the business of trading and advising in securities without being registered to do so and without an applicable exemption from the registration requirements, contrary to ss. 25(1) and (3) of the Act;
iii. Drage, Lion's Share Group and Windrose Group engaged in distributions of securities without filing a preliminary prospectus or prospectus and without an applicable exemption from the prospectus requirement, contrary to s. 53(1) of the Act; and
iv. Drage, as a director and officer of Lion's Share Group and Windrose Group, authorized, permitted or acquiesced in Lion's Share Group and Windrose Group's breaches of the obligations and duties described above and is therefore liable for these breaches pursuant to s. 129.2 of the Act.
53. Drage agrees to the terms of the settlement set forth below.
54. Drage consents to the Order substantially in the form attached as Schedule "A", that:
i. this Settlement Agreement is approved;
ii. Drage be permanently prohibited from trading in any securities or derivatives, or acquiring any securities, pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act, except that she may trade
a. mutual funds, exchange-traded funds, government bonds and/or guaranteed investment certificates (GICs) for the account of any registered retirement savings plan (RRSP), registered education savings plan (RESP), registered retirement income fund (RRIF) and Tax Free Savings Account (TFSA), as defined in the Income Tax Act, RSC 1985, c 1 as amended (the Income Tax Act), in which Drage has sole legal and beneficial ownership; and
b. solely through a registered dealer in Ontario, to whom Drage must have given a copy of the Order.
iii. Drage immediately resigns any position she may hold as director or officer of any reporting or non-reporting issuer, and she be permanently prohibited from becoming or acting as a director or officer of any issuer, pursuant to paragraphs 7 and 8 of subsection 127(1) of the Act;
iv. Drage immediately resigns any position she may hold as director or officer of any registrant or investment fund manager, pursuant to paragraphs 8.1 and 8.3 of subsection 127(1) of the Act;
v. Drage be permanently prohibited from becoming or acting as director or officer of any registrant or investment fund manager, pursuant to paragraphs 8.2 and 8.4 of subsection 127(1) of the Act;
vi. Drage be permanently prohibited from becoming or acting as a registrant, including as an investment fund manager, or as a promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;
vii. Any exemptions contained in Ontario securities law do not apply to Drage permanently, pursuant to paragraph 3 of subsection 127(1) of the Act; and
viii. Drage shall be reprimanded, pursuant to paragraph 6 of subsection 127(1) of the Act.
55. Drage consents to a regulatory order made by any provincial or territorial securities regulatory authority in Canada containing any or all of the sanctions set out in paragraph 57. These sanctions may be modified to reflect the provisions of the relevant provincial or territorial securities law.
56. Drage acknowledges that this Settlement Agreement and the Order may form the basis for orders of parallel effect in other jurisdictions in Canada. The securities laws of some other Canadian jurisdictions allow orders made in this matter to take effect in those other jurisdictions automatically, without further notice to Drage. Drage should contact the securities regulator of any other jurisdiction in which she intends to engage in any securities -- or derivatives -- related activities, prior to undertaking such activities.
57. If the Capital Markets Tribunal (the Tribunal) approves this Settlement Agreement, no enforcement proceeding will be commenced or continued against Drage under Ontario securities law based on be commenced or continued against Drage under Ontario securities law based on the misconduct described in Part III of this Settlement Agreement the misconduct described in Part III of this Settlement Agreement, unless Drage fails to comply with a term in this Settlement Agreement, in which case enforcement proceedings may be brought under Ontario securities law against Drage that may be based on, among other things, the facts set out in Part III of this Settlement Agreement as well as the breach of this Settlement Agreement.
58. Drage waives any defences to a proceeding referenced in paragraph 60 that are based on the limitation period in the Act, provided that no such proceeding shall be commenced later than six years from the date of the occurrence of the last failure to comply with this Settlement Agreement.
59. The parties will seek approval of this Settlement Agreement at the Settlement Hearing before the Tribunal, which shall be held on a date determined by the Tribunal's Governance and Tribunal Secretariat in accordance with this Settlement Agreement and the Tribunal's Rules of Procedure (as of July 5, 2024).
60. Drage will attend the Settlement Hearing.
61. The parties confirm that this Settlement Agreement sets forth all of the agreed facts that will be submitted at the Settlement Hearing, unless the parties agree that additional facts should be submitted at the Settlement Hearing.
62. If the Tribunal approves this Settlement Agreement:
i. Drage irrevocably waives all rights to a full hearing, judicial review or appeal of this matter under the Act; and
ii. no party will make any public statement that is inconsistent with this Settlement Agreement or with any additional agreed facts submitted at the Settlement Hearing.
63. Whether or not the Tribunal approves this Settlement Agreement, Drage will not use, in any proceeding, this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as the basis for any attack on the Commission or the Tribunal's jurisdiction, alleged bias, alleged unfairness or any other remedies or challenges that may be available.
64. If the Tribunal does not approve this Settlement Agreement or does not make an order substantially in the form of the Order attached as Schedule "A" to this Settlement Agreement:
i. this Settlement Agreement and all discussions and negotiations between the parties before the Settlement Hearing will be without prejudice to any party; and
ii. the parties will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing on the merits of the allegations contained in the Application for Enforcement Proceeding in respect of a Proceeding. Any such proceedings, remedies and challenges will not be affected by this Settlement, or by any discussions or negotiations relating to this Settlement Agreement.
65. The parties will keep the terms of this Settlement Agreement confidential until the Tribunal approves the Settlement Agreement, except as is necessary to make submissions at the Settlement Hearing. If, for whatever reason, the Tribunal does not approve the Settlement Agreement, the terms of the Settlement Agreement shall remain confidential indefinitely, unless the parties otherwise agree in writing or if required by law.
66. This Settlement Agreement may be signed in one or more counterparts which together constitute a binding agreement.
67. A facsimile copy or other electronic copy of any signature will be as effective as an original signature.
DATED at Toronto, Ontario this 16th day of December, 2025.
"Marcus Drage" |
"Claire Amanda Drage" |
_________________________ |
_________________________ |
Witness: |
CLAIRE AMANDA DRAGE |
DATED at Toronto, Ontario, this 16th day of December, 2025
ONTARIO SECURITIES COMMISSION
File No.
Adjudicators: [ ]
[Date Order made]
(Subsection 127(1) of the Securities Act, RSO 1990, c S.5)
WHEREAS on [DATE] the Capital Markets Tribunal held a hearing by videoconference, to consider the Joint Request for a Settlement Hearing filed by Claire Amanda Drage (Drage) and the Enforcement Division of the Ontario Securities Commission for approval of a settlement agreement dated [date], 2025 (theSettlement Agreement);
ON READING the Application for Enforcement Proceeding dated [date], Joint Request for a Settlement Hearing dated [date], including the Settlement Agreement dated X, 2025, the written submissions of the Commission, and on hearing the submissions of the representatives for each of the parties;
IT IS ORDERED THAT:
1. The Settlement Agreement is approved;
2. Pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Drage cease permanently, except that she may trade:
(a) mutual funds, exchange-traded funds, government bonds and/or guaranteed investment certificates (GICs) for the account of any registered retirement savings plan (RRSP), registered education savings plan (RESP), registered retirement income fund (RRIF) and Tax Free Savings Account (TFSA), as defined in the Income Tax Act, RSC 1985, c 1 as amended (the Income Tax Act), in which Drage has sole legal and beneficial ownership; and
(b) solely through a registered dealer in Ontario, to whom Drage must have given a copy of this Order.
3. Pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities or derivatives by Drage be permanently prohibited, except that she may acquire:
(a) mutual funds, exchange-traded funds, government bonds and/or GICs for the account of any RRSP, RESP, RRIF and TFSA, as defined in the Income Tax Act, in which Drage has sole legal and beneficial ownership; and
(b) solely through a registered dealer in Ontario, to whom Drage must have given a copy of this Order.
4. Pursuant to paragraph 7 of subsection 127(1) of the Act, Drage immediately resign any position that she holds as a director or officer of an issuer;
5. Pursuant to paragraph 8 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a director or officer of any issuer;
6. Pursuant to paragraph 8.1 of subsection 127(1) of the Act, Drage immediately resign any position that she holds as a director or officer of an registrant;
7. Pursuant to paragraph 8.2 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a director or officer of any registrant;
8. Pursuant to paragraph 8.3 of subsection 127(1) of the Act, Drage immediately resign any position that she holds as a director or officer of an investment fund manager;
9. Pursuant to paragraph 8.4 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a director or officer of any investment fund manager;
10. Pursuant to paragraph 8.5 of subsection 127(1) of the Act, Drage be permanently prohibited from becoming or acting as a registrant, including as an investment fund manager, or as a promoter;
11. Pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Drage permanently; and
12. Pursuant to paragraph 6 of subsection 127(1) of the Act, Drage is reprimanded.
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Adjudicator |
Adjudicator |
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Notice of Commission Approval of OSC Rule 93-501 Exemption Involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct
January 8, 2026
On January 7, 2026, the Ontario Securities Commission (the Commission or we) proposed OSC Rule 93-501 Exemption involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct (the Rule) pursuant to the Securities Act (Ontario) (the Act).
The Rule will, if approved by the Minister of Finance, provide an exemption in Ontario from certain requirements under National Instrument 93-101 Derivatives: Business Conduct (Business Conduct Rule), which will allow for certain foreign-advised or foreign-managed investment funds to be treated as an Eligible Derivatives Party (EDP) under the Business Conduct Rule.
The Rule is intended to make permanent the exemption first set out in Coordinated Blanket Order 93-930 Re Temporary exemptions for derivatives firms from certain obligations when transacting with certain investment funds and for senior derivatives managers from certain reporting obligations (CSA Blanket Order 93-930). CSA Blanket Order 93-930, issued on July 25, 2024, will expire in Ontario on March 28, 2026.
The Commission has made the Rule pursuant to paragraph 143.2(5)(b) of the Act. Paragraph 143.2(5)(b) provides that publication of a notice and request for comment in respect of a proposed rule is not required if "the proposed rule grants an exemption or removes a restriction and is not likely to have a substantial effect on the interests of persons or companies other than those who benefit under it". We have determined that the Rule meets the criteria set out in paragraph 143.2(5)(b) of the Act. Accordingly, the Rule is not being published for comment.
The Rule was delivered to the Minister of Finance on January 7, 2026.
The Minister of Finance may approve the Rule, reject it, or return it for further consideration. If the Minister of Finance approves the Rule or does not take any further action, it will come into force on March 28, 2026.
The text of the Rule is contained in Annex A of this notice and is also available on the OSC website at www.osc.ca.
CSA Blanket Order 93-930 was introduced to address concerns about inconsistent application of the Business Conduct Rule. Specifically, some derivatives market participants noted that the Rule did not clearly treat certain investment funds-those advised or managed by foreign derivatives firms regulated by foreign regulatory authorities such as the U.S. Securities and Exchange Commission or the U.S. Commodity Futures Trading Commission-as EDPs. This created a risk that the same investment fund could be treated differently depending on whether its adviser or manager was based in Canada or in the U.S., for example.
This inconsistency also conflicted with paragraph 1.(1)(k) of the EDP definition, which allows a person or company acting on behalf of a managed account to qualify as an EDP if its adviser is registered or authorized under foreign securities legislation that is equivalent to Canadian securities legislation.
To address these concerns, the Rule codifies in Ontario the exemption{1} provided under subsection 10(1) of CSA Blanket Order 93-930. Its purpose is to ensure that investment funds managed or advised by foreign-regulated investment fund managers or advisers are treated equivalently to investment funds that qualify as EDPs.
The Rule is consistent with the exemption framework in section 8 of the Business Conduct Rule. Under this framework, a derivatives firm is exempt from certain requirements-except for the core obligations in subsection 8(3)-when transacting with an investment fund that is managed or advised by a foreign derivatives firm equivalent to a Canadian-registered investment fund manager or adviser.
The following provisions of the Act provide the Commission with authority to adopt the Rule:
• Paragraphs 143(1)(31)(ii.1)
• Paragraphs 143(1)(35)(iii)
Please refer any questions to the following OSC staff:
Alison Beer |
Karen Yao |
Head of Derivatives, Legal |
Legal Counsel |
Trading and Markets |
Trading and Markets |
Ontario Securities Commission |
Ontario Securities Commission |
abeer@osc.gov.on.ca |
kyao@osc.gov.on.ca |
1. Definitions
(1) In this Rule,
"Act" means the Securities Act, R.S.O. 1990, c. S.5, as amended from time to time;
(2) Terms used in this Rule that are defined in the Act and in National Instrument 93-101 Derivatives: Business Conduct have the same meaning if used in this Rule, unless otherwise defined in this Rule.
2. (1) A derivatives firm is exempt from the provisions of National Instrument 93-101 Derivatives: Business Conduct, in relation to a transaction with a derivatives party, if the derivative party is an investment fund that is:
(a) managed by the equivalent of a registered or authorized investment fund manager under the securities legislation or under the commodities futures legislation of a foreign jurisdiction, or
(b) advised by the equivalent of a registered or authorized adviser under the securities legislation or under the commodities futures legislation of a foreign jurisdiction,
(2) The exemption in 2(1) does not apply in respect of the following of National Instrument 93-101 Derivatives: Business Conduct:
(a) Division 1 [General obligations towards all derivatives parties] of Part 3 [Dealing with or advising derivatives parties];
(b) section 24 [Interaction with other Instruments] and 25 [Segregating derivatives party assets];
(c) subsection 28(1) [Content and delivery of transaction information];
(d) Part 5 [Compliance and recordkeeping].
3. This Rule comes into force on March 28, 2026.
{1} The exemption under subsection 11 of CSA Blanket Order 93-930, which extends the deadline for the senior derivatives managers' compliance report, will expire on March 28, 2026.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jusidictions -- Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order -- issuer cease traded due to failure to file audited annual financial statements -- issuer has applied for a partial revocation of the cease trade order to allow for the automatic conversion of the Issuer's outstanding convertible debentures into common shares (and the distribution of those common shares) -- issuer plans to subsequently apply for a full revocation order -- partial revocation granted subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.
Citation: 2025 BCSECCOM 493
¶ 1 Realia Properties Inc. (the "Issuer") is subject to a failure-to-file cease trade order (the "FFCTO") issued by the regulator or securities regulatory authority in each of British Columbia (the "Principal Regulator") and Ontario (each a "Decision Maker") respectively on May 8, 2023.
¶ 2 The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions ("NP 11-207") for a partial revocation order of the FFCTO.
¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.
¶ 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 The Issuer has represented as set out below:
a. The Issuer was incorporated on June 3, 2008, under the Canada Business Corporations Act under the name "DPVC Inc." On October 17, 2008, the Issuer's common shares were listed for trading on the TSX Venture Exchange ("TSXV") and the Issuer was classified as a "capital pool company" under the TSXV's policies.
b. On April 16, 2010, the Issuer completed its qualifying transaction and was listed on the TSXV as a Tier 2 real estate issuer. On October 18, 2010, the Issuer changed its name to "TitanStar Properties Inc." On October 18, 2019, the Issuer changed its name to "Realia Properties Inc."
c. The Issuer is a reporting issuer under the securities legislation of the provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon (the "Reporting Jurisdictions").
d. The Issuer's registered office is located at Suite 700, 401 West Georgia Street, Vancouver, British Columbia, V6B 5A1.
e. The Issuer's authorized share capital consists of an unlimited number of common shares ("Common Shares") and non-voting preferred shares. There are currently 255,221,137 Common Shares outstanding, and no non-voting preferred shares outstanding.
f. On August 18, 2013, the Issuer completed a public offering of convertible, redeemable, unsecured debentures (the "Debentures") for a principal amount of $4.5 million. On September 4, 2013, the Issuer sold additional Debentures for a principal amount of $0.86 million. The Debentures have been listed for trading on the TSXV since August 12, 2013.
g. The Debentures are governed under an indenture (the "Indenture") dated July 31, 2013 and further supplemented on September 28, 2018 and on February 20, 2021. The indenture trustee was BNY Trust Company of Canada, which was subsequently acquired by Computershare (the "Trustee").
h. Under the terms of the Indenture, the Debentures accrue interest at (i) 8.5% per annum for the period between July 31, 2013 to September 30, 2018; (ii) 9.5% per annum between October 1, 2018 and September 30, 2020, and (iii) 4.75% per annum from October 1, 2020 to maturity. The original maturity date of the Debentures was subsequently extended to September 30, 2025 by extraordinary resolutions approved by the holders of the Debentures (the "Debentureholders") on September 28, 2018 and on January 18, 2021. The current maturity date of the Debentures elapsed on September 30, 2025 (the "Maturity Date").
i. Pursuant to the Indenture, on the Maturity Date, 50% of the principal amount owing under the Debentures was set to automatically convert, without further action by or consideration from the Debentureholders, into Common Shares (the "Debenture Shares") at a conversion price of $0.06 per share (the "Conversion Price") on the Maturity Date. The Issuer did not issue the Debenture Shares due to the FFCTO.
j. At maturity, there was $2,952,300 in principal owing under the Debentures. Of this amount, 50% (being $1,476,150) will convert into Common Shares at the Conversion Price, for an aggregate total of 24,602,500 Debenture Shares to be issued upon conversion.
k. The distribution of the Debenture Shares will be made in reliance on the prospectus exemption contained in Section 2.42(1)(a) (Conversion, Exchange or Exercise) of National Instrument 45-106 Prospectus Exemptions.
l. The remainder of the amounts owing under the Debenture has been repaid by the Issuer in cash pursuant to the terms of the Indenture. If the Issuer is unable to issue the Debenture Shares on conversion of the Debentures as required by the Indenture, the Issuer will be in default of its obligations under the Indenture.
m. The Issuer requests that the FFCTO be partially revoked only to allow for issuance of the Debenture Shares as required under the Debentures.
n. The FFCTO was issued against the Issuer for failure of the Issuer to file annual audited financial statements, associated management's discussion and analysis, and certification of annual filings for the year ended December 31, 2022 (collectively, the "2022 Documents"). At the time, the Issuer was not able to file its 2022 Documents by the requisite deadline due to an extended audit timeline and due to the auditors' internal staffing changes.
o. Since the issuance of the FFCTO against the Issuer, the Issuer filed the 2022 Documents on December 20, 2023.
p. The Issuer is currently in default of its obligations to file its audited annual financial statements and the associated management's discussion and analysis and certifications for the year ended December 31, 2024 (the "2024 Documents"). The Issuer was unable to file such items by the requisite deadline for reason of carryover delays from the late filing of the 2022 Documents as well as its audited annual financial statements for the year ended December 31, 2023. The Issuer anticipates that the 2024 Documents will be filed on or before November 30, 2025. The Issuer has the necessary financial and human resources to complete such filing.
q. Other than the filing of the 2024 Documents, the Issuer is not otherwise in default of any other securities legislation requirements.
r. The Issuer's SEDAR+ and SEDI profiles are up to date.
s. Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer which have not been disclosed by news release and/or material change report and filed on the Issuer's SEDAR+ profile.
¶ 6 Each of the Decision Makers is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.
¶ 7 The decision of the Decision Makers under the Legislation is that the FFCTO is partially revoked solely to permit the issuance of the Debenture Shares as required under the Debentures, provided that
a. The Issuer will provide the Trustee with a copy of the FFCTO and a copy of this partial revocation order, and will obtain from the Trustee a signed and dated acknowledgement which states that all of the Issuer's securities remain subject to the FFCTO, and that the issuance of this partial revocation order does not guarantee the issuance of a full revocation order in the future; and
b. The Issuer undertakes to make available a copy of such signed written acknowledgement once received to the staff of the Decision Makers upon request.
¶ 8 November 13, 2025
OSC File #: 2025-0569
Tornado Infrastructure Equipment Ltd.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: Re Tornado Infrastructure Equipment Ltd., 2025 ABASC 165
December 16, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Alberta Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0719
Scotia Capital (USA) Inc. -- s. 38 of the CFA
Application for a ruling under section 38 of the Commodity Futures Act (CFA) granting relief from the dealer registration requirement in section 22 of the CFA in connection with acting as a carrying broker in respect of transactions involving exchanged-traded futures on exchanges located in Canada (Canadian Futures) to, from or on behalf of an institutional permitted client in Ontario -- relief limited to trades in Canadian Futures for institutional permitted clients -- relief subject to expiry provision.
Commodity Futures Act, R.S.O. 1990, c. C.20, as am., ss. 22, 38.
National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations, ss. 1.1, 8.18.
Ontario Securities Commission Rule 32-506 (Under the Commodity Futures Act) Exemptions for International Dealers, Advisers and Sub-Advisers, s.3.
December 17, 2025
(Section 38 of the CFA)
UPON the application (the Application) of the Filer to the Ontario Securities Commission (the Commission) for a ruling of the Commission, pursuant to section 38 of the CFA:
(a) exempting the Filer from the dealer registration requirement set out in section 22 of the CFA in connection with acting as a carrying broker in respect of Subject Transactions (as defined below) involving exchange-traded futures on exchanges located in Canada (Canadian Futures) to, from or on behalf of the Filer's affiliate in Ontario, The Bank of Nova Scotia (BNS), which is an Institutional Permitted Client (defined below) (the Ruling); and
(b) exempting BNS from the dealer registration requirement in the CFA in connection with receiving carrying broker services in respect of Subject Transactions in Canadian Futures from the Filer pursuant to the Ruling;
AND WHEREAS for the purposes of the Ruling, "Institutional Permitted Client" shall mean a "permitted client" as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations (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 the 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;
and provided further that, for the purposes of the definition of "Institutional Permitted Client", a reference in the definition of "permitted client" in section 1.1. of NI 31-103 to "securities legislation" shall be read as "securities legislation or Ontario commodity futures law, as applicable";
AND UPON considering the Application and the recommendation of Staff of the Commission;
AND UPON the Filer having represented to the Commission as follows:
1. The Filer is a corporation formed under the laws of the State of New York. Its head office is located at 250 Vesey Street, New York, NY 10281, U.S. It is a direct wholly owned subsidiary of Scotia Holdings (USA) LLC, a Delaware limited liability company, and an indirect wholly owned subsidiary of The Bank of Nova Scotia, a Canadian bank chartered under the Bank Act (Canada).
2. The Filer is registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), a member of the U.S. Financial Industry Regulatory Authority (FINRA), a registered futures commission merchant (FCM) with the U.S. Commodity Futures Trading Commission (CFTC), and a member of the U.S. National Futures Association (NFA).
3. The Filer maintains a branch office in Ontario located at 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 that is classified as an Office of Supervisory Jurisdiction for FINRA purposes.
4. The Filer is a member of major international securities and commodity futures exchanges and clearing houses, including but not limited to the IEX Exchange, CME Group Exchanges (CME, CBOT, NYMEX, COMEX,), ICE Futures U.S., ICE Clear U.S. (clearing member), ICE Futures Europe, ICE Clear Europe (clearing member), the NYSE and the Options Clearing Corporation (OCC).
5. In connection with its securities trading and advising activities, the Filer relies on the "international dealer exemption" under section 8.18 of NI 31-103 in Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan, and the "CFA international dealer exemption" under section 3 of OSC Rule 32-506 (Under the Commodity Futures Act) Exemptions for International Dealers, Advisers and Sub-Advisers in Ontario.
6. Other than with respect to the subject matter of this Ruling, the Filer is not in default of securities legislation in any jurisdiction in Canada or under the CFA. The Filer is in compliance in all material respects with U.S. securities and commodity futures laws.
7. Scotia Capital Inc. (SCI) is an affiliate of the Filer. SCI is registered as an investment dealer in each of the provinces and territories of Canada, as a futures commission merchant in Manitoba and Ontario, as a derivatives dealer in Québec, and is a dealer member of the Canadian Investment Regulatory Organization (CIRO).
8. The Filer has been acting as a carrying broker with respect to Canadian Futures in the context of Subject Transactions with BNS. The Filer does not act, and has not acted, as a clearing or a carrying broker with respect to Canadian Futures in the context of Subject Transactions with clients other than BNS.
9. The Filer acts as the carrying broker to BNS, with whom the Filer has an existing relationship, in respect of a purchase or sale of futures contracts. However, the Filer does not have a membership with any Canadian futures exchanges, and as such BNS uses the trade execution services of SCI, acting as the executing broker, for the purpose of executing such purchases or sales (Subject Transactions) on one or more markets.
10. The Filer is working towards restructuring the activities in respect of the Subject Transactions between itself, BNS and SCI that will result in the Filer no longer acting as the carrying broker to BNS for trades in Canadian Futures and the Filer only facilitating clearing, custody and settlement for non-Canadian listed trade flow on a going forward basis. Following completion of the restructuring, the Filer will notify the Commission in writing that it has ceased to act as a carrying broker with respect to Canadian Futures in the context of Subject Transactions with BNS Filer and no longer requires the exemptive relief from the dealer registration requirement in the CFA pursuant to the Ruling.
11. In a Subject Transaction, the Filer will maintain an account for BNS that is administered in accordance with the terms and conditions of the account documentation of the Filer that has been signed by BNS.
12. The Filer is not required to enter into a tri-party agreement, known as a "give-up agreement", with BNS because a give-up agreement is only required for transactions with third party clients, not for affiliates of the Filer. The Filer does not have any clients with respect to Canadian Futures in the context of Subject Transactions other than BNS.
13. BNS would place orders for Canadian Futures for execution on Canadian futures exchanges with SCI, an Ontario-registered FCM, which would then be cleared locally on the applicable Canadian futures exchange by SCI (if qualified to do so) or another clearing member of the applicable Canadian futures exchange. The executed trades would be placed into a client omnibus account maintained by the Filer with SCI (acting as the clearing member of the applicable Canadian futures exchange), and the executed trades would be booked by the Filer to the futures account of BNS maintained with the Filer. In this arrangement, SCI would be responsible for all client-facing interactions relating to the execution of the Canadian Futures.
14. In the case of a Montréal Exchange-listed futures contract, SCI, as a member of the Canadian Derivatives Clearing Corporation (CDCC), would clear the trade on the Filer's behalf. Therefore, trade execution would be done by SCI, an Ontario-registered FCM, the positions would be held at CDCC by a CDCC member (which could be, but would not necessarily have to be, the executing broker), cleared in a client omnibus account maintained by the Filer with SCI and booked by the Filer to the futures account of BNS maintained with the Filer. The Filer would then carry the resulting positions in an account maintained on its books by BNS, and the Filer would call for and collect applicable margin from BNS. The Filer, in turn, would remit the required margin to the CDCC member that cleared the trades. That CDCC member would then make the required margin payment(s) to CDCC.
15. In respect of holding client assets, in order to protect customers in the event of the insolvency or financial instability of the Filer, the Filer is required under U.S. law to ensure that customer securities and monies be separately accounted for, segregated at all times from the securities and monies of the Filer and custodied exclusively with such banks, trust companies, clearing organizations or other licensed futures brokers and intermediaries as may be approved for such purposes under the U.S. Commodity Exchange Act (CEA) and the rules promulgated by the CFTC thereunder (collectively, the Approved Depositories). The Filer is further required to obtain acknowledgements from any Approved Depository holding customer funds or securities related to U.S.-based transactions or accounts that such funds and securities are to be separately held on behalf of such customers, with no right of set-off against the Filer's obligations or debts. These requirements do not apply to the Filer in respect of the Subject Transactions because BNS is not a customer of the Filer pursuant to CFTC Regulation 1.3 Definitions (CFTC Regulation 1.3).
16. As a U.S. registered broker-dealer and FCM, the Filer is subject to regulatory capital requirements under the CEA and Securities Exchange Act of 1934 (the 1934 Act), specifically CFTC Regulation 1.17 Minimum Financial Requirements for Futures Commission Merchants and Introducing Brokers (CFTC Regulation 1.17), 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). The Filer has elected to compute the minimum capital requirement in accordance with the alternative net capital requirement as permitted by SEC Rule 15c3-1 and CFTC Regulation 1.17. The Alternative Net Capital (ANC) method provides large broker-dealer / FCMs meeting specified criteria with an alternative to use mathematical models such as the value at risk model to calculate capital requirements for market and derivatives related credit risk. The Filer has not elected to use the ANC model.
17. SEC Rule 15c3-1, which requires that U.S. registered broker-dealers 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, does not apply to the Filer based on its current business model.
18. SEC Rule 15c3-1 and CFTC Regulation 1.17 are 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 CIRO are subject. As noted in paragraph 17, SEC Rule 15c3-1 does not apply to the Filer. The Filer 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 17a-5.
19. The Filer is required to prepare and file a financial report, which includes Form X-17a-5 Financial and Operational Combined Uniform Single Report (the FOCUS Report), monthly with the CFTC, CME, ICE Futures U.S., OCC, NFA, SEC and FINRA. The FOCUS Report provides a more comprehensive view of the financial position, P&L, capital, client protection, and operational exposures of the Filer, than would be provided by Form 31-103F1 Calculation of Excess Working Capital (Form 31-103F1). The FOCUS Report provides a net capital calculation and a comprehensive description of the business activities of the Filer. 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 submission of annual reports under SEC Rule 17a-5(d), including the monthly FOCUS Report.
20. The Filer is a member of the Securities Investors Protection Corporation (SIPC). Subject to the eligibility criteria of SIPC, client assets held by the Filer in connection with its activities as a broker-dealer are insured by SIPC against loss due to insolvency in accordance with the Securities Investor Protection Act of 1970. There is no SIPC or similar insurance protection in connection with activities undertaken as a U.S. registered FCM.
21. The Filer is subject to CFTC Regulation 30.7 regarding cash, securities and other collateral that are deposited with a FCM or are otherwise required to be held for the benefit of its customers to margin futures and options on futures contracts traded on non-U.S. boards of trade, including Canadian Futures (30.7 Customer Funds). Accounts used to hold 30.7 Customer Funds must be properly titled to make clear that the funds belong to, and are being held for the benefit of, the FCM's customers who are trading foreign (i.e. non-U.S.) futures and futures options. CFTC Regulation 30.7 does not apply to the Filer in respect of the Subject Transactions because BNS is not a customer of the Filer pursuant to CFTC Regulation 1.3.
22. 30.7 Customer Funds may not be commingled with the funds of any other person, including the carrying FCM, except that the carrying FCM may deposit its own funds into the account containing 30.7 Customer Funds in order to prevent the accounts of the customers from becoming under-margined. Each Approved Depository (except for a derivatives clearing organization with specified rules) is required to provide the depositing FCM with a written acknowledgment that the depository was informed that such funds held in the customer account belong to customers and are being held in accordance with the CEA and CFTC Regulations. Among other representations, the depository must acknowledge that it cannot use any portion of 30.7 Customer Funds to satisfy any obligations that the FCM may owe the depository. The types of investments permitted for 30.7 Funds are restricted by CFTC Regulation 30.7(h), which refers to the list of permitted investments set forth in CFTC Regulation 1.25. The FCM is required, on a daily basis, to compute and submit to regulatory authorities a statement of the amounts of 30.7 Customer Funds held by the FCM. As discussed in paragraph 21, CFTC Regulation 30.7 does not apply to the Filer in respect of the Subject Transactions because BNS is not a customer of the Filer pursuant to CFTC Regulation 1.3.
23. In the event of a FCM's bankruptcy, funds allocated to each account class (i.e., the customer segregated, 30.7 secured amount and cleared swaps customer account classes established pursuant to CFTC Regulations 1.20, 30.7 and 22.2, respectively) or readily traceable to an account class must be allocated solely to that customer account class. The U.S. Bankruptcy Code also provides that non-defaulting customers in an account class that has incurred a loss will share in any shortfall, pro rata. However, customers whose funds are held in another account class that has not incurred a loss will not be required to share in such shortfall. As discussed in paragraph 21, CFTC Regulation 30.7 does not apply to the Filer in respect of the Subject Transactions because BNS is not a customer of the Filer pursuant to CFTC Regulation 1.3.
24. 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 such 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 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.
25. The Filer is subject to regulations of the Board of Governors of the U.S.A. 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 material compliance with all applicable U.S. Margin Regulations.
26. Section 22 of the CFA provides that no person may trade in a commodity futures contract or a commodity futures option unless the person is registered as a dealer [Futures Commission Merchant], or as a representative of the dealer, or an exemption from the registration requirement is available.
27. The Filer's activities in acting as a carrying broker in respect of Subject Transactions involving Canadian Futures to, from or on behalf BNS may constitute trading in Canadian Futures by BNS. BNS may be unable to rely on the exemptions from the dealer registration requirement in the CFA because the Filer is not a registered dealer. Accordingly, the Filer is also seeking exemptive relief pursuant to the Ruling for BNS, which receives carrying broker services from the Filer.
28. The Filer is a "market participant" as defined under subsection 1(1) of the CFA. As a market participant, among other requirements, the Filer is required to comply with the record keeping and provision of information provisions under section 14 of the CFA, which include the requirement to keep such books, records and other documents (a) as are necessary for the proper recording of business transactions and financial affairs, and the transactions executed on behalf of others, (b) as may otherwise be required under Ontario commodity futures law, and (c) as may reasonably be required to demonstrate compliance with Ontario commodity futures laws, and to deliver such records to the Commission if required.
AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to do so;
IT IS RULED, pursuant to section 38 of the CFA, that the Filer is not subject to the dealer registration requirement set out in the CFA in connection with providing carrying broker services in Subject Transactions involving Canadian Futures to, from or on behalf of BNS so long as the Filer:
(a) has its head office or principal place of business in the U.S.;
(b) is registered as a FCM with the CFTC, engages in the business of an FCM in the U.S., and is registered as a broker-dealer under the securities legislation of the U.S. and engages in the business of a broker-dealer in the U.S.;
(c) is a member firm of the NFA and FINRA;
(d) is a member of SIPC;
(e) is subject to requirements over regulatory capital, lending of money, extension of credit and provision of margin, financial reporting to the SEC and FINRA, and/or the CFTC and NFA as applicable, 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 as applicable;
(f) limits its provision of carrying broker services in respect of Subject Transactions involving Canadian Futures to BNS;
(g) does not execute trades in Canadian Futures with or for BNS, except as permitted under applicable Ontario securities or commodities futures laws;
(h) does not require its clients to use specific executing brokers through which clients may execute trades;
(i) submits the financial report and compliance report as described in SEC Rule 17a-5(d) to the Commission on an annual basis, at the same time such reports are filed with the SEC and FINRA;
(j) submits audited financial statements to the Commission on an annual basis, within 90 days of the Filer's financial year end;
(k) submits to the Commission 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 applicable to a registrant under OSC Rule 13-502 Fees (the Fee Rule); provided that, if the Filer does not rely on the international dealer exemption in section 8.18 of NI 31-103 (the IDE), by December 31st of each year, the Filer pays the participation fee shown in Appendix C to the Fee Rule opposite the specified Ontario revenues for the designated financial year of the Filer in compliance with the requirements of Part 3 and section 38 of the Fee Rule as if the Filer relied on the IDE;
(m) files in an electronic and searchable format with the Commission such reports as to any or all of its trading activities in Canada as the Commission may, upon notice, require from time to time;
(n) pays the increased compliance and case assessment costs of the Commission 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 Commission;
(o) has provided to BNS the following disclosure in writing:
(i) a statement that the Filer is not registered in Ontario to trade in Canadian Futures as principal or agent;
(ii) a statement that the Filer's head office or principal place of business is located in New York, New York, U.S.;
(iii) a statement that all or substantially all of the Filer's assets may be situated outside of Canada;
(iv) a statement that there may be difficulty enforcing legal rights against the Filer because of the above; and
(v) the name and address of the Filer's agent for service of process in Ontario; and
(p) has submitted to the Commission a completed Submission to Jurisdiction and Appointment of Agent for Service in the form attached as Appendix "A" hereto.
This Ruling will terminate on the earliest of:
(i) the expiry of any transition period as may be provided by law, after the effective date of the repeal of the CFA;
(ii) the date that the Filer notifies the Commission in writing that it has ceased to act as a carrying broker with respect to Canadian Futures in the context of Subject Transactions with BNS; and
(iii) five years after the date of this Ruling.
AND IT IS FURTHER RULED, pursuant to section 38 of the CFA, that BNS is not subject to the dealer registration requirement in the CFA in connection with trades in Canadian Futures when receiving carrying broker services in respect of Subject Transactions where the Filer acts in connection with trades in Canadian Futures on behalf of BNS pursuant to the above ruling.
OSC File #: 2025/0302
1. Name of person or company ("International Firm"):
2. If the International Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm:
3. Jurisdiction of incorporation of the International Firm:
4. Head office address of the International Firm:
5. The name, e-mail address, phone number and fax number of the International Firm's individual(s) responsible for the supervisory procedure of the International Firm, its chief compliance officer, or equivalent.
Name:
E-mail address:
Phone:
Fax:
6. The International Firm is relying on an exemption order under section 38 or section 80 of the Commodity Futures Act (Ontario) that is similar to the following exemption in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the "Relief Order"):
[ ] Section 8.18 [international dealer]
[ ] Section 8.26 [international adviser]
[ ] Other
7. Name of agent for service of process (the "Agent for Service"):
8. Address for service of process on the Agent for Service:
9. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a "Proceeding") arising out of or relating to or concerning the International Firm's activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such proceeding any alleged lack of jurisdiction to bring such Proceeding.
10. The International Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm's activities in the local jurisdiction.
11. Until 6 years after the International Firm ceases to rely on the Relief Order, the International Firm must submit to the regulator
a. a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated;
b. an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service;
c. a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 30th day after the change.
12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction.
The undersigned accepts the appointment as Agent for Service of ____________________ [Insert name of International Firm] under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service.
This form, and notice of a change to any information submitted in this form, is to be submitted through the Ontario Securities Commission's Electronic Filing Portal:
Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order -- issuer cease traded due to failure to file audited annual financial statements -- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with sending an information circular and holding a meeting to vote regarding the consolidation of the issuers shares -- partial revocation granted subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.
1. Sedibelo Resources Limited (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on May 7, 2024.
2. The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.
Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.
3. This decision is based on the following facts represented by the Issuer:
a. The Issuer is an entity incorporated under the laws of the Bailiwick of Guernsey and is a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan.
b. The Issuer has mining operations in the Republic of South Africa.
c. The securities of the Issuer have not traded on any stock exchange since its delisting from the Toronto Stock Exchange and the Securities Exchange of the JSE Limited in December 2011. The Issuer is authorized to issue an unlimited number of ordinary shares (the Shares) with or without par value of which there are 11,953,264,439 Shares issued and outstanding.
d. The Issuer is a "venture issuer" (as such term is defined in National Instrument 51-102 Continuous Disclosure Obligations).
e. The FFCTO was issued as a result of the Issuer's failure to file audited annual financial statements for the year ended December 31, 2023, management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2023, and certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109). The FFCTO is automatically in effect in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.
f. The Issuer has now filed its audited annual financial statements for the year ended December 31, 2023, including the applicable certifications required by NI 52-109, and its interim financial statements for the three- and nine-months ended September 30, 2024, including the applicable certifications required by NI 52-109.
g. Other than as outlined in representation 3(f) above, the Issuer is in default for not filing audited annual financial statements for the year ended December 31, 2024, management's discussion and analysis relating to the audited financial statements for the year ended December 31, 2024, interim financial statements for the periods ended March 31 and June 30, 2024 and March 31, June 30 and September 30, 2025 and management's discussion and analysis for the periods ended March 31 and June 30, 2024 and March 31, June 30 and September 30, 2025, including the applicable certifications required by NI 52-109 (collectively, the Outstanding Disclosure Documents). Other than in respect of the failure to file the Outstanding Disclosure Documents, and the failure to pay certain outstanding participation fees for the year ended December 31, 2024 and certain outstanding late participation fees for the years ended December 31, 2023 and December 31, 2024, the Issuer is not in default of the Legislation.
h. The Issuer has prepared or is in the process of preparing those Outstanding Disclosure Documents necessary to bring its continuous disclosure record current, and intends to file such documents on its issuer profile on SEDAR+ prior to the Meeting (as defined below) and pay all outstanding filing fees associated therewith, to comply with the requirements of the Legislation.
i. Management of the Issuer has determined to send a management information circular (the Information Circular) to request that shareholders vote upon and pass at an annual meeting of shareholders of the Issuer (the Meeting) -- among other matters that will properly come before the Meeting, such as the election of directors -- an ordinary resolution to authorize the board of directors of the Issuer (the Board) at its sole discretion to reduce the number of Shares issued by a ratio of up to 1,000 to 1, with the exact ratio and effective date to be determined by the Board (or a committee thereof) in its sole discretion, with any resulting fractions of the post-consolidation Shares being rounded up to the nearest whole number, and to apply the same consolidation to Shares issued pursuant to options which have been issued by the Issuer (the Consolidation).
j. The Information Circular contains a description of the FFCTO, a description of this partial revocation order, and a statement that the FFCTO remains in effect and there is no assurance that the FFCTO will be revoked in the future, whether or not the Consolidation is completed.
k. As such acts may constitute "acts in furtherance of a trade", the Issuer cannot effect the Consolidation without sending the Information Circular and holding the Meeting, and the Issuer cannot send the Information Circular or hold the Meeting without a variation of the FFCTO.
l. The Issuer intends to remedy all outstanding filing obligations and to apply for a full revocation of the FFCTO in the first half of 2026, prior to effecting the Consolidation, and in any event will not effect the Consolidation without a further variation or revocation of the FFCTO.
4. The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
5. The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the sending of the Information Circular and the holding of the Meeting provided that the Information Circular is sent to all shareholders in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer.
DATED this __18__ day of December 2025.
OSC File #: 2025/0714
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 544
December 17, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0692
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 on December 4, 2024 -- cease trade order issued because the issuer failed to file certain continuous disclosure documents 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.
December 19, 2025
1. Mijem Newcomm Tech 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 December 4, 2024.
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.
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.
3. This decision is based on the following facts represented by the Issuer:
(a) The Issuer is a reporting issuer in the provinces of British Columbia, Alberta, Manitoba and Ontario (the Reporting Jurisdictions). The Issuer is not a reporting issuer in any other jurisdiction in Canada.
(b) The Issuer was incorporated pursuant to the Canada Business Corporation Act on December 27, 2017, as 10557633 Canada Corp. On May 16, 2018, the Issuer changed its name to Great Oak Enterprises Ltd. On December 23, 2021, the Issuer changed its name to Mijem Newcomm Tech Inc.
(c) The Issuers registered and head office 1800-372 Bay St, Toronto ON M5H 2W9.
(d) The authorized capital of the Issuer consists of an unlimited number of:
i. Common shares
ii. Class A Shares
iii. Class B Shares
iv. Class C Shares
v. First Preferred Shares
As of the date hereof there are 62,073,075 Common Shares issued and outstanding and no other classes of shares are issued or outstanding.
(e) On May 12, 2025, a Partial Revocation Order was granted allowing the Issuer to raise up to $250,000 at $0.0005 per Common Share. On June 18, 2025, the Issuer disseminated a news release stating that it had raised $171,427 and filed the news release on the System for Electronic Document Analysis and Retrieval + (SEDAR+). On June 19, 2025, the Issuer filed a corresponding material change report on SEDAR+.
(f) The Common Shares are traded on the Canadian Securities Exchange (the CSE) under the symbol "MJEM". The Common Shares were suspended from trading in connection with the FFCTO. They are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere. No other classes of shares are listed, quoted or traded on any exchange, marketplace or facility in Canada or elsewhere.
(g) The FFCTO was issued by the Principal Regulator on December 4, 2024 as a result of the Issuer's failure to file the following continuous disclosure materials within the required timeframe as required by the Legislation (collectively, the Unfiled Documents):
i. Annual financial statements for the period ended July 31, 2024;
ii. Management's discussion and analysis related to the annual financial statements for the period ended July 31, 2024; and
iii. Certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109).
(h) Since the issuance of the FFCTO, the Issuer subsequently also failed to file other continuous disclosure documents with the Principal Regulator within the prescribed timeframe in accordance with the Legislation (collectively, the Subsequent Unfiled Documents), including the following:
i. Interim financial statements and related MD&A for the three-month period ended October 31, 2024;
ii. Interim financial statements and related MD&A for the six-month period ended January 31, 2025;
iii. Interim financial statements and related MD&A for the nine-month period ended April 30, 2025;
iv. Certification of the foregoing filings as required by NI 52-109.
(i) The Issuer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than its obligations to complete and file the Unfiled Documents and the Subsequent Unfiled Documents and the possible contravention of the FFCTO described in paragraph (s) below.
(j) As of the date of this decision document:
i. The Issuer has now filed with the Principal Regulator all continuous disclosure that it is required to file under the Legislation and has paid all outstanding participation fees, activity fees, filing fees and late fees that are required to be paid and has filed all forms associated with such payments.
ii. The Issuer is 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. The Issuer is not in default of any of its obligations under the FFCTO.
(k) In connection with the application for the revocation of the FFCTO, the Issuer filed the Unfiled Documents on SEDAR+ on August 22, 2025, and the Issuer filed the Subsequent Unfiled Documents on SEDAR+ on September 3, 2025.
(l) The Issuer is not 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.
(m) Phuong Dinh (since 2022), Brian Gusko (since July 9, 2025), Dallas La Porta (since September 3, 2025), and Alex Pekurar (since 2022) are the current directors of the Issuer. The current interim CEO of the Issuer is Stephen Coates (effective March 17, 2023) and the current CFO of the Issuer is Hatem Kawar (since February 12, 2024).
(n) Other than the FFCTO, the Issuer has not previously been subject to a cease trade order issued by any securities regulatory authority.
(o) As of the date hereof, the Issuer's profile on SEDAR+ and the Issuer's profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
(p) 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+.
(q) Upon the revocation of the FFCTO, the Issuer will issue a news release and concurrently file a material change report on SEDAR+ announcing the revocation of the FFCTO and outlining the Issuer's future plans.
(r) The Issuer has submitted an Undertaking to the Ontario Securities Commission that it will not complete:
i. A restructuring transaction involving, directly or indirectly, and existing, or proposed, material underlying business which is not located in Canada;
ii. A reverse takeover with a reverse takeover acquirer that has a director or indirect, existing or proposed, material underlying business which is not located in Canada; or
iii. A significant acquisition involving, directly or indirectly, an existing or proposed material underlying business which is not located in Canada.
Unless
i. The Issuer files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Legislation;
ii. The Issuer files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer; and
iii. The preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
(s) Because the Issuer has disclosed in its most recent annual Management Discussion and Analysis that it "expects to identify an asset or business to acquire and close a Business Transaction", this may have been an act in furtherance of a trade.
(t) the Issuer intends to apply to the CSE to lift the suspension of its common shares as soon as the FFCTO is revoked.
4. 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.
5. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.
DATED in Toronto on this 19th day of December, 2025.
OSC File #: 2025/0539
Perisson Petroleum Corporation
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 Alberta Securities Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure documents -- Ontario opted into the revocation order issued by the Alberta Securities Commission, as principal regulator.
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.
Citation: Re Perisson Petroleum Corporation, 2025 ABASC 172
December 29, 2025
1. Perisson Petroleum Corporation (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator or securities regulatory authority in each of Alberta (the Principal Regulator) and Ontario (each a Decision Maker) respectively on 22 July 2021.
2. The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.
3. This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.
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 order is based on the following facts represented by the Issuer:
(a) it is incorporated under the Business Corporations Act (Canada).
(b) its head office is located in Calgary, Alberta.
(c) it is a reporting issuer in Alberta, British Columbia, Ontario and Quebec.
(d) The FFCTO was issued by the Decision Makers due to the failure of the Issuer to file its annual audited financial statements, annual management's discussion and analysis and certification of annual filings for the year ended December 31, 2020; and the interim unaudited financial reports, interim management's discussion and analysis and certification of the interim filings for the interim period ended 31 March 2021 pursuant to National Instrument 51-102 Continuous Disclosure Obligations.
(e) While subject to the FFCTO the Issuer issued EUR$2.7M of debentures to a corporation wholly owned by the Chief Executive Office of the Issuer (CEO) in contravention of the FFCTO.
(f) While subject to the FFCTO the Issuer received funds from the CEO in the amount of CAD$2.0M and USD$260,000, which may be in contravention of the FFCTO.
(g) The Issuer and Chien-Yeh Chen, CEO of the Issuer, have made an undertaking to the Executive Director of the Principal Regulator not to trade or purchase securities, which includes by way of debentures or loan advances, without seeking a partial revocation of the any applicable cease trade order.
(h) The Issuer has made an undertaking to the Executive Director of the Principal Regulator to hold an annual general meeting within 90 days of the date of the revocation of the FFCTO.
(i) The Issuer has an up-to-date profile on SEDAR+ and issuer profile supplement on SEDI.
(j) The Issuer has paid all activity, participation and late filing fees that it is required to pay to each securities regulator in whose jurisdiction the Issuer is a reporting issuer.
(k) The Issuer has filed with the Executive Director all continuous disclosure that it is required to file under Alberta securities laws, except any continuous disclosure that the Executive Director elected not to require as contemplated in sections 25 and 26 of National Policy 12-207 Full Revocation Qualification Criteria and Considerations, and has paid all activity, participation and late filing fees that it is required to pay to the ASC.
6. Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.
7. The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.
29 December 2025
OSC File #: 2023-0483
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
January 6, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
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.
OSC File #: 2025/0740
Letko, Brosseau & Associates Inc. et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual funds that have not distributed securities under a simplified prospectus in a jurisdiction for 12 consecutive months permitted to include in their sales communications, fund facts documents, simplified prospectus, and annual and interim management reports of fund performance, the past performance data relating to a period when the funds' securities were distributed to investors on a prospectus-exempt basis and to use the performance data to calculate their investment risk rating -- Relief granted provided that the mutual funds have the same investment objectives and fee structure as for the period when its securities were offered on a prospectus-exempt basis and appropriate disclosures are made to investors.
National Instrument 81-102 Investment Funds, ss 15.1.1(a), 15.1.1(b), 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1), 15.8(3)(a.1) and 19.1.
National Instrument 81-102, Appendix F Investment Risk Classification Methodology, Items 2 and 4.
National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1.
Form 81-101F1 Contents of Simplified Prospectus, Part B, Item 10(a) and 10(b).
Form 81-101F3 Contents of Fund Facts Document, Items 4(2)(a), 5(1.1), 5(2), 5(3) and 5(4), and Part I, Item 4, Instruction (1).
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1.
Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Part B, Items 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2), Part B, Item 3.1(7), and Part C, Items 3(1) and 4.
[Original text in French]
SEDAR+ Filing No.: 06339645
November 5, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application (the Application) from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdictions (the Legislation):
(a) that exempts the Funds from Subsections 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1), and 15.8(3)(a.1) of Regulation 81-102 respecting Investment Funds (Regulation 81-102), to permit the Funds to include performance data in sales communications notwithstanding that:
i. the performance data will relate to a period prior to the Funds offering their securities under a simplified prospectus; and
ii. the Funds have not distributed their securities under a simplified prospectus for 12 consecutive months;
(b) that exempts the Funds from Subsection 15.1.1(a) of Regulation 81-102 and Items 2 and 4 of Appendix F -- Investment Risk Classification Methodology to Regulation 81-102 (theRisk Classification Methodology) to permit the Funds to include their past performance data in determining their investment risk level in accordance with the Risk Classification Methodology;
(c) that exempts the Funds from Subsection 15.1.1(b) of Regulation 81-102 and Item 4(2)(a) and Instruction (1) of Item 4 of Part I of Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3), to permit the Funds to disclose their investment risk level as determined by including their past performance data in accordance with the Risk Classification Methodology;
(d) that exempts the Funds from Items 10(a) and 10(b) of Part B of Form 81-101F1 -- Contents of Simplified Prospectus (Form 81-101F1) to permit the Funds to use their past performance data to calculate their investment risk rating in their simplified prospectus;
(e) that exempts the Funds from Section 2.1 of Regulation 81-101 respecting Mutual Fund Prospectus Disclosure (Regulation 81-101), to meet the requirements from Form 81-101F3;
(f) that exempts the Funds from Items 5(1.1), 5(2), 5(3), and 5(4) and Instruction (1) of Part I of Form 81-101F3 in respect of the requirement to comply with Subsections 15.3(2), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1), and 15.8(3)(a.1) of Regulation 81-102 to permit the Funds to include in their fund facts the past performance data of the Funds notwithstanding that:
i. such performance data relates to a period prior to the Funds offering their securities under a simplified prospectus; and
ii. the Funds have not distributed their securities under a simplified prospectus for 12 consecutive months;
(g) that exempts the Funds from Section 4.4 of Regulation 81-106 respecting Investment Fund Continuous Disclosure (Regulation 81-106), with respect to the following items in Form 81-106F1 -- Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1) to permit the Funds to include in their annual and interim MRFPs the past performance data and financial highlights of the Funds notwithstanding that such performance data relates to a period prior to the Funds offering their securities under a simplified prospectus:
i. Item 3.1(7) of Part B of Form 81-106F1;
ii. Items 4.1(1) (in respect of the requirement to comply with Subsection 15.3(2) of Regulation 81-102), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1; and
iii. Items 3(1) and 4 of Part C of Form 81-106F1;
(paragraphs (a) to (g) above, collectively, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Autorité des marchés financiers is the principal regulator for this Application;
(b) the Filer has provided notice that Subsection 4.7(1) of Regulation 11-102 respecting Passport System (Regulation 11-102), is intended to be relied upon by the Filer in the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (collectively with the Jurisdictions, the Jurisdictions of Canada); and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. Each Fund is a mutual fund established as a trust under the laws of Ontario pursuant to a master trust agreement dated as of November 30, 2004, as amended from time to time.
2. The Letko Brosseau RSP Balanced Fund, the Letko Brosseau Balanced Fund, the Letko Brosseau RSP Bond Fund, and the Letko Brosseau Bond Fund were established on November 30, 2004.
3. The Letko Brosseau Emerging Markets Equity Fund was established on July 1, 2010.
4. The Letko Brosseau Canadian Equity Fund was established on May 20, 2016.
5. The Letko Brosseau International Equity Fund was established on June 7, 2018, and was formerly named, until January 16th, 2025, the Letko Brosseau EAFE Equity Fund.
6. The Letko Brosseau Infrastructure Equity Fund was established on July 2, 2021.
7. The Filer's head office is in Quebec.
8. The Filer is registered under securities legislation in each of the Jurisdictions of Canada as an investment fund manager, as a portfolio manager and as an exempt market dealer. The Filer is the Funds' investment fund manager and portfolio manager.
9. Units of the Funds were previously only distributed to investors in the Jurisdictions of Canada on a prospectus-exempt basis in accordance with Regulation 45-106 respecting Prospectus Exemptions.
10. In order to commence distributing the new series of the Funds, the Filer is intending to file, for each of them, a preliminary simplified prospectus as well as fund facts documents. Upon the issuance of a receipt for the final simplified prospectus (the Prospectus) of the Funds, each Fund will become a reporting issuer in each of the Jurisdictions of Canada and will become subject to the requirements of Regulation 81-102 and Regulation 81-106.
11. The Filer and the Funds are not in default of the Legislation in any of the Jurisdictions of Canada.
12. The Filer, in its role as the Funds' investment fund manager, is in the process of creating new series for each Fund (the New Series) which will be distributed by prospectus and fund facts governed by Regulation 81-101. These new series will be created approximately on the same date as the Prospectus.
13. The Filer intends only to qualify the New Series for distribution under a prospectus.
14. Upon the issuance of a receipt for the Prospectus, each Fund will become a reporting issuer in each of the Jurisdictions of Canada and will become subject to the requirements of Regulation 81-102. Each Fund will also become subject to the requirements of Regulation 81-106 that apply only to investment funds that are reporting issuers.
15. In one instance, a Fund (the Top Fund) has purchased units of another Fund (the Underlying Fund) and immediately after such transaction, more than 10% of the Top Fund's net asset value has been invested in units of the Underlying Fund, representing 10.766% of the Top Fund's net asset value.
16. Since each Fund commenced its operations, except as set out herein, each Fund has complied with the investment restrictions and practices contained in Regulation 81-102, including with respect to the use of leverage in the management of its portfolio.
17. Since each Fund commenced its operations, each Fund has complied with the obligations to prepare and send audited annual and unaudited interim financial statements to all holders of its securities and to calculate its management expense ratio (MER) in accordance with Regulation 81-106.
18. The Funds will be managed substantially similarly after they become reporting issuers as they were prior to becoming reporting issuers. As a result of the Funds becoming reporting issuers:
a. the Funds' investment objectives will not change, other than to provide additional detail as required by Regulation 81-101;
b. the day-to-day administration of the Funds will not change, other than to comply with the additional regulatory requirements associated with being a reporting issuer; and
c. the management expense ratio and the trading expense ratio of the Funds are not expected to increase significantly, or the management expense ratio and the trading expense ratio of the Funds are expected to remain the same.
19. The administrative expenses of the Funds will be higher due to the Funds being subject to the additional regulatory requirements applicable to a reporting issuer, but the Filer does not expect the amount to be material.
20. The Filer proposes to present the past performance data of the Funds in sales communications, fund facts and MRFPs for a time period prior to the Funds becoming reporting issuers. The past performance data will be adjusted to reflect differences in fees applicable to the series concerned.
21. The Filer proposes to use the Funds' past performance data to determine the investment risk level of the New Series, and to disclose that investment risk level in the fund facts and Prospectus. Without the Exemption, the Filer, in determining and disclosing the Funds' investment risk level, cannot use the past performance data of the Funds that relates to a time period prior to each Fund becoming a reporting issuer.
22. Without the Exemption Sought, the sales communications and fund facts pertaining to the Funds cannot include performance data that relates to a period prior to each Fund becoming a reporting issuer.
23. Without the Exemption Sought, the sales communications pertaining to the Funds would not be permitted to include performance data until the Funds have distributed their securities under a simplified prospectus for 12 consecutive months.
24. Without the Exemption Sought, the MRFPs of the Funds cannot include financial highlights and performance data that relates to a period prior to each Fund becoming a reporting issuer.
25. The past performance data and other financial data of the Funds for the time period before the Funds became reporting issuers, including the use of this data to calculate the risk rating of each Fund in its simplified prospectus and fund facts documents, is significant and meaningful information that can assist existing and prospective investors in making an informed decision whether to purchase units of the Funds.
26. The Filer submits that the Exemption Sought is not detrimental to the protection of investors.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
a) any sales communication, any fund facts and MRFP that contain performance data of a Fund relating to a period prior to when that Fund was a reporting issuer discloses:
i. that the Fund was not a reporting issuer during such period;
ii. that the expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer;
iii. to the extent applicable, performance data of the Fund for 1, 3, 5 and 10-year periods;
iv. that the Filer obtained exemptive relief on behalf of the Fund to permit the disclosure of past performance data of the units of the Fund relating to a period prior to when the Fund was a reporting issuer; and
v. with respect to any MRFP, the financial statements of the Fund for such period are posted on the Fund's website and are available to investors upon request;
b) the information contained under the heading "Fees and Expenses" in Part A of the simplified prospectus of the Funds based on the MER of each Fund for the financial year ended December 31, 2024, be accompanied by disclosure that:
i. the information is based on the MER of each Fund for its last completed financial year when its units were offered privately; and
ii. the MER of each Fund may increase as a result of the Fund offering its units under the simplified prospectus;
c) the Prospectus under which the securities of the Funds are offered discloses that the Filer obtained exemptive relief on behalf of the Funds to permit the disclosure of past performance data of the units of the Funds relating to a period prior to when the Funds were reporting issuers; and
d) the Filer posts the annual financial statements of the Letko Brosseau RSP Balanced Fund, the Letko Brosseau Balanced Fund, the Letko Brosseau Emerging Markets Equity Fund, the Letko Brosseau RSP Bond Fund, and the Letko Brosseau Bond Fund for the last 10 years, and the annual financial statements of the Letko Brosseau Canadian Equity Fund, the Letko Brosseau Infrastructure Equity Fund and the Letko Brosseau International Equity Fund since they have commenced their operations, on the Funds' website and makes those financial statements available to investors upon request.
Australian licensed firm exempted from dealer registration under paragraph 25(1) of the Act for provision of securities lending and securities financing services (which do not include the execution of trades) -- Exemption limited to trades in Canadian securities for certain (institutional) permitted clients -- relief is subject to sunset clause.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 19, 19(1), 19(2), 25(1), 74(1).
Instruments Cited
Multilateral Instrument 11-102 Passport System, ss. 4.7, 4.7(1).
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 1.1, 8.5, 8.18, 8.18(2), 8.21, Form 31-103F1 Calculation of Excess Working Capital.
Ontario Securities Commission Rule 13-502 Fees.
December 17, 2025
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer from the dealer registration requirement under section 25(1) of the Securities Act (Ontario) (the OSA) in respect of Securities Lending Services (as defined below), a subset of services commonly known as Prime Services (as defined below), relating to securities of Canadian issuers 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 (the 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 Québec, which is the other province 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) (the Passport Jurisdiction 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 term has the following meaning:
"Institutional Permitted Client" means 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 an Institutional 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 an Institutional Permitted Client under another paragraph of that definition.
This Decision is based on the following facts represented by the Filer:
1. The Filer is a corporation organized under the laws of Australia. Its head office is located at 1 Elizabeth Street, Sydney, New South Wales 2000, Australia.
2. The Filer is registered as an authorised deposit-taking institution (ADI), authorized by the Australian Prudential Regulation Authority (APRA) to undertake banking business in Australia. The Filer is also regulated by the Australian Securities & Investments Commission (ASIC) with the Australian Financial Services License (AFSL) number 237502. The Filer is also registered as a security-based swap dealer (SBSD) with the Securities and Exchange Commission (SEC) in the United States.
3. The Filer is a full participant of ASX 24 and a participant of ASX Clear & Settlement.
4. Under its AFSL, the Filer is authorised to engage in the following with respect to securities: providing financial advice; issuing, applying for, acquiring, varying, or disposing of securities, either on its own behalf or the behalf of a counterparty; underwriting; making a market; and securities lending.
5. "Securities Lending Services" provided by the Filer principally consist of securities borrowing and/or lending pursuant to a securities lending agreement or delivering securities on behalf of a client pursuant to a margin agreement, as well as securities financing. For greater clarity, Securities Lending Services do not include execution, settlement or clearing of trades in securities.
6. Securities Lending Services are a subset of services commonly known as "Prime Services", which generally consist of (a) settlement, clearing and custody of trades, client cash and securities positions, (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) securities borrowing and/or lending pursuant to a securities lending agreement; (e) asset servicing, and (f) reporting of positions, margin and other balances and activity.
7. The Filer wishes to provide Securities Lending Services in the Jurisdictions to Institutional Permitted Clients (as defined below) (the Securities Lending Clients) in respect of securities of Canadian and non-Canadian issuers. The Filer may provide Securities Lending Services outside of the Prime Services context.
8. Securities Lending Clients seek Securities Lending Services from the Filer in order to have greater access and flexibility in respect of securities borrowing, lending and/or financing.
9. The Filer will enter into written agreements with all of its Securities Lending Clients for the provision of Securities Lending Services.
10. On September 2, 2011, in CSA Staff Notice 31-327 Broker-Dealer Registration in the Exempt Market Dealer Category, the Canadian Securities Administrators (CSA) stated that they had concerns with firms applying for registration in and with firms registered in the category of exempt market dealer (EMD) who were carrying on brokerage activities, including trading listed securities. In light of these regulatory concerns, firms applying for registration were instead registered in the restricted dealer category with terms and conditions. The interim restricted dealer registrations were time limited and were intended to allow applicants to engage in limited activities while the CSA reviewed the activities of firms registered in the category of EMD or restricted dealer.
11. On February 7, 2013, in CSA Staff Notice 31-333 Follow-up to Broker-Dealer Registration in the Exempt Market Dealer Category, the CSA stated that they would be publishing amendments to NI 31-103 that would prohibit exempt market dealers from trading in a security if the security is listed, quoted or traded on a marketplace and if the trade in the security does not require reliance on a further exemption from the prospectus requirement (the Rule Amendments). The CSA stated that restricted dealers conducting brokerage activities in accordance with the terms and conditions of their registration would have their registration and any related exemptive relief extended to the date the Rule Amendments came into effect.
12. The Rule Amendments came into effect on July 11, 2015. Since the implementation of the Rule Amendments, only investment dealers that are dealer members of the Canadian Investment Regulatory Organization (CIRO) or firms relying on an applicable exemption from the dealer registration requirement are permitted to engage in trading in a security if the security is listed, quoted or traded on a marketplace and if the trade in the security does not require reliance on a further exemption from the prospectus requirement.
13. The Filer is relying on the "international dealer exemption" under section 8.18 [International dealer] of NI 31-103 in Ontario and Québec.
14. The Filer is not registered under NI 31-103, is in the business of trading in securities, and in the absence of the Exemption Sought, cannot provide the Securities Lending Services in the Jurisdictions in respect of securities of Canadian issuers without registration, except in limited circumstances including 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.
15. The Filer is not in default of securities, commodity futures or derivatives legislation in any jurisdiction of Canada.
16. As an ADI regulated by APRA, the Filer is required to comply with capital adequacy rules. APRA has implemented the Basel Committee on Banking Supervisions Framework for capital adequacy in Australia. This is analogous to the way the United States Federal Reserve has implemented the Basel Framework for capital adequacy in the United States. All ADIs in Australia are subject to capital regulations that include minimum capital and liquidity requirements. Minimum prudential capital requirements are set out in APRA Prudential Standard (APS) 110 Capital Adequacy with other prudential standards applying depending on the risk. These include, among others, APS 112 Capital Adequacy: Standardised Approach to Credit Risks and APS 116 Capital Adequacy: Market Risk. APS 210: Liquidity specifically relates to liquidity requirements for Australian banks.
17. APRA's capital framework requires capital to be held commensurate with the type, amount and concentration of risks to which an ADI is exposed. The provision of a guarantee of debt of a third party would fall within APS 112 and APS 113, which are the capital adequacy standards relating to credit risk, and the Filer is required to account for any guarantee of a debt of a third party in accordance with these standards. The Filer will, in the event that it provides a guarantee of any debt of a third party, adjust its capital adequacy calculation in accordance with the requirements of APS 112 and APS 113, as appropriate. The Filer does not, as part of the normal course of its operations, guarantee the debt of any third-party. In addition to these capital standards, APS 110: Capital Adequacy outlines the type of instruments that count as capital for the Filer, and APS 210: Liquidity requires an ADI to maintain an adequate level of liquidity to meet its obligations as they fall due across a wide range of operating circumstances.
18. If the Filer's net capital declines below the minimum amount required, the Filer is required to immediately notify ASIC of the breach or potential breach of the minimum capital requirements. The Filer is required to develop and implement a plan to rectify a capital deficiency. This plan should outline the steps the Filer will take to restore its capital levels to the required minimum amount. The Filer must continuously monitor its capital position and ensure that it remains compliant with the applicable capital rules. This includes maintaining robust risk management and internal controls to prevent future breaches. The Filer must continue to provide regular reports to ASIC on its capital adequacy and the progress of its rectification plan.
19. APRA's capital framework requires capital to be held commensurate with the type, amount and concentration of risks to which an ADI is exposed. APS 110: Capital Adequacy contains requirements that the Filer notify APRA of any breach or prospective breach of the capital requirements contained in the prudential standard. The capital requirements to which the Filer is subject are designed to provide protections that are substantially similar to the protections provided by the capital formula requirements and risk adjusted capital to which dealer members of CIRO are subject.
20. Annually, the Filer is required to undertake an external audit of its control environment and financial reports. The Filer has a Form FS70 signed by a director of the Filer and contains audited financial data relating to the Filer and a corresponding auditor's report in Form FS71. These forms are submitted to ASIC.
21. As an ADI, the Filer has Pillar 3 reporting obligations that are published quarterly. The Pillar 3 reports are detailed and, among other things, contain quantitative information on the Filer's capital position as well as its capital adequacy position given regulatory capital requirements, liquidity position, leverage, stable funding and credit risk. In contrast, the calculation of excess working capital that is required as part of Form 31-103F1 Calculation of Excess Working Capital is a computation based primarily on the current assets and current liabilities on the books and records of a dealer. The Pillar 3 reports also contain qualitative information on the Filer's portfolio, including, among other things, a description of its risk management practices and the way it calculates capital for specific risk-types. The information presented is with respect to all of the Filer's balance sheet. The Filer is up-to-date in terms of its Pillar 3 reporting obligations.
22. As an ADI, the Filer also has to comply with APS 310: Audit and Related Matters which requires an ADI to ensure that APRA has access to independent advice from an auditor relating to the operations, internal controls and information provided to APRA in respect of that ADI. In addition, the standard sets out requirements for the roles and responsibilities of the appointed auditor.
23. The Filer is subject to requirements regarding the lending of money, extension of credit and provision of margin to clients. The Filer, as part of its regulation by ASIC, is subject to requirements relating to unconscionable conduct and consumer protection in relation to financial services. These include prohibitions against misleading or deceptive conduct, false or misleading representations and, in certain circumstances, unfair contract terms. As part of its regulation by APRA, the Filer is subject to prudential requirements with respect to Securities Lending Services that include requirements around capital adequacy, credit-risk capital calculations, credit risk management obligations and counterparty credit risk capital calculations, as well as other risk management and governance requirements. The Filer is in compliance in all material respects with applicable rules regarding the lending of money, extension of credit and provision of margin to clients. Margin is collected by the Filer at the start of each transaction and variation margined daily.
24. The Filer generally expects that Australia's financial claims scheme would not apply to the deposits of Securities Lending Clients, and therefore Australian deposit insurance protections would not be available. However, industry standard securities lending agreements provide for fully collateralized arrangements between borrowers and lenders of securities that are marked to market on a daily basis. Accordingly, if the Filer were to fail to perform its obligations as a borrower or lender, depending on the applicable circumstances, its Canadian counterparty could exercise its rights, and/or pursue remedies, pursuant to the relevant contractual arrangements. Further, securities borrowing and lending agreements generally benefit from insolvency safe harbors under applicable Australian insolvency laws, and, as a result, a Canadian counterparty would be permitted to exercise its contractual rights and/or remedies notwithstanding any insolvency stay.
25. The Filer holds customer assets in accordance with APS 220: Risk Management to segregate assets of its customers from its proprietary assets. In addition, ASIC's market integrity rules and the Corporations Act 2001 (Cth) require market participants to segregate client assets, including fully-paid securities and excess margin securities. Market participants must ensure that client assets are held separately from the firm's own assets. This segregation helps protect client assets in the event of the firm's insolvency. Excess margin securities, which are securities provided by clients as collateral beyond the required margin, must also be segregated. These securities are held in a manner that ensures they are not used for the firm's proprietary trading or other purposes. The Filer is required to perform regular reconciliations of client asset accounts to ensure that the segregation requirements are being met and that client assets are accurately accounted for.
26. APRA's prudential standards require ADIs to maintain minimum capital and liquidity levels. APRA defines what constitutes capital in APS 111: Measurement of Capital. APS 111 outlines the characteristics that an instrument must have to qualify as regulatory capital. Key requirements include the need for capital to be capable of bearing loss. The Filer's regulatory capital primarily consists of Common Equity Tier 1 (CET1) which is the strongest form of capital. The Filer's CET1 primarily consists of paid-up ordinary shares and retained earnings. APS 210: Liquidity requires an ADI to adopt prudential practices in managing its liquidity risks and to maintain an adequate level of liquidity to meet its obligation as they fall due. APS 210, among other things, has a requirement that an ADI maintains an adequate level of unencumbered high-quality liquid assets (HQLA) to meet its liquidity needs over certain time horizons. HQLA is defined, among other things, as cash (notes and coins), central bank balances and certain marketable securities issued by sovereigns and central banks.
27. 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. As discussed herein, APS 110 contains requirements around minimum capital adequacy for the Filer. In accordance with APS 110, the Filer must, on an annual basis, prepare a report on the implementation of its "Internal Capital Adequacy Assessment Process", and a copy of that report must be provided to APRA no later than three months from the end of the period covered by that report. The Filer must inform APRA as soon as practicable of any concerns it has about its capital adequacy and the measures it proposes to take to address those concerns. In addition, pursuant to its registration as an SBSD with the SEC, the Filer is required to immediately notify the SEC if it fails to maintain the minimum amount of regulatory capital that is required of it under Australian laws.
28. The Filer is in compliance in all material respects with Australian securities laws.
29. The Filer submits that the Exemption Sought would not be prejudicial to the public interest because:
(a) the Filer is subject to applicable regulation in its home jurisdiction, including as set out in paragraphs 16 to 27;
(b) the availability of and access to Securities Lending Services is important to Canadian institutional investors who are active market participants;
(c) the proposed client base of the Filer under the Exemption Sought will be limited to Institutional Permitted Clients; and
(d) the OSC has entered into a memorandum of understanding with the Australian Securities and Investments Commission regarding regulatory cooperation in the supervision of regulated entities that operate in both Australia and Canada.
30. The Filer is a "market participant" as defined under subsection 1(1) of the OSA. 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 OSA, which include the requirement to keep such books, records and other documents as (a) are necessary for the proper recording of business transactions and financial affairs, and the transactions executed on behalf of others, (b) as may otherwise be required under Ontario securities law, (c) as may reasonably be required to demonstrate compliance with Ontario securities laws, and (d) as may be prescribed by the regulations for the purposes of detecting, identifying or mitigating systemic risks related to the capital markets, and to deliver such records to the OSC if required.
31. At the request of the Alberta Securities Commission, the Filer will not rely on subsection 4.7(1) of MI 11-102 to passport this decision into Alberta.
32. The Filer has an affiliate, Macquarie Capital (USA) Inc. (MCUSA), that is a registered broker-dealer with the U.S. Securities and Exchange Commission and is a member of the U.S. Financial Industry Regulatory Authority (FINRA). MCUSA is required to disclose regulatory actions to FINRA by filing a Form BD "Regulatory Action Disclosure Reporting Page". Such submissions are public in the FINRA BrokerCheck system and capture certain prescribed regulatory actions relating to the Filer.
33. The Filer has an affiliate, Macquarie Infrastructure And Real Assets (Sales) Canada Ltd. (MIRA), that is a registered exempt market dealer in each province of Canada. MIRA is required to disclose regulatory actions to the applicable Canadian securities regulatory authorities pursuant to National Instrument 33-109 Registration Information (NI 33-109). Such submissions would be expected to capture certain prescribed regulatory actions relating to the Filer.
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 by the Filer is granted so long as:
(a) The Filer has its head office or principal place of business in Australia;
(b) The Filer is authorized by legislation in Australia to provide Securities Lending Services in Australia;
(c) The Filer is registered as an authorised deposit-taking institution supervised by APRA and the Filer is regulated by the ASIC;
(d) The Filer is subject to requirements over regulatory capital, lending of money, extension of credit, provision of margin, financial reporting, 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;
(e) The Filer submits the Form FS70 and Form FS71 to the OSC on an annual basis, at the same time such forms are filed with the ASIC;
(f) The Filer submits to the OSC immediately a copy of any notice filed under Australian regulations with the Australian Securities and Investments Commission regarding the Filer's net capital declining below the minimum amount required;
(g) The Filer limits its provision of Securities Lending Services in the Jurisdictions in respect of securities of Canadian issuers to Institutional Permitted Clients;
(h) The Filer does not execute trades in securities of Canadian issuers with or for Securities Lending Clients, except as permitted under applicable Canadian securities laws;
(i) The Filer notifies the OSC of any regulatory action initiated after the date of this decision in respect of the Filer, or any predecessors or specified affiliates of the Filer, by completing and filing with the OSC Schedule A hereto within ten days of the commencement of any such action; provided that the Filer may also satisfy this condition if:
(i) MCUSA continues to be registered as a FINRA broker-dealer and provides disclosure of regulatory actions that includes regulatory actions relating to the Filer by filing a Form BD "Regulatory Action Disclosure Reporting Page", and such disclosures are publicly available in the FINRA BrokerCheck system, or
(ii) MIRA continues to be registered with the OSC, and provides notice of changes to its registration information relating to subsection 3.1(2.1)(a)(vi) of NI 33-109.
(j) The Filer submits audited financial statements to the OSC on an annual basis, within 90 days of its financial year end;
(k) The Filer complies with the filing and fee payment requirements applicable to a registrant under OSC Rule 13-502 Fees;
(l) The Filer 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
(m) The Filer 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 of the principal regulator shall expire five years after the date hereof.
This decision may be amended by the principal regulator from time to time upon prior written notice to the Filer.
OSC File #: 2025/0480
1. Has the firm, or any predecessors or specified affiliates{1} of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO{2} or similar agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization?
Yes __________ No __________
If yes, provide the following information for each settlement agreement:
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2. Has any financial services regulator, securities or derivatives exchange, SRO or similar organization:
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(a) Determined that the firm, or any predecessors or specified affiliates of the firm violated any securities regulations or any rules of a securities or derivatives exchange, SRO or similar organization? |
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(b) Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission? |
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(c) Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm? |
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(d) Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm? |
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(e) Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm? |
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(f) Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm? |
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(g) Issued an order (other than an exemption order) or a sanction to the firm, or any predecessors or specified affiliates of the firm for securities or derivatives-related activity (e.g. cease trade order)? |
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Name of entity: |
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3. Is the firm aware of any ongoing investigation of which the firm or any of its specified affiliate is the subject?
Yes __________ No __________
If yes, provide the following information for each investigation:
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Reason or purpose of investigation |
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Date of investigation commenced (yyyy/mm/dd) |
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Witness
The witness must be a lawyer, notary public or commissioner of oaths.
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This form is to be submitted through the Ontario Securities Commission's Electronic Filing Portal: https://www.osc.gov.on.ca/filings
{1} In this Appendix, the term "specified affiliate" has the meaning ascribed to that term in Form 33-109F6 to National Instrument 33-109 Registration Information.
{2} In this Appendix, the term "SRO" has the meaning ascribed to that term in National Instrument 14-101 Definitions.
Wellington-Altus Private Counsel Inc. et al.
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.
National Instrument 31-103 Registration Requirements and Exemptions, s. 4.1(1)(b).
Companion Policy 31-103 CP Registration Requirements and Exemptions, s. 4.1.
Order No. 7733
December 17, 2025
The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) 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 approximately 3 current, as well as future, advising representatives of WAPC (the Representatives) to be dually registered with New WAUSA in order to continue to provide advice to U.S. resident clients in relation to their U.S. accounts and to their Canadian resident clients in relation to their U.S. tax-advantaged retirement savings accounts (the Ex-U.S. Clients) (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Manitoba Securities Commission (MSC) is the principal regulator for this application;
(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 in British Columbia, Alberta, Saskatchewan, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador, and Prince Edward Island, and the territories of Nunavut, the Northwest Territories, and Yukon; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
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:
1. WAPC is a corporation incorporated under the Canada Business Corporations Act, with its head office located in Winnipeg, Manitoba. It is registered as a portfolio manager in all provinces and territories of Canada, and it is registered as an investment fund manager in Alberta, Manitoba, Ontario and Québec. Its principal regulator is the MSC.
2. WAPW is a corporation incorporated under the Canada Business Corporations Act, with its head office located in Winnipeg, Manitoba. It is registered as an investment dealer in all provinces and territories of Canada, and it is a CIRO dealer member. Its principal regulator is the MSC.
3. New WAUSA is a corporation formed pursuant to an amalgamation (the Amalgamation) under the Canada Business Corporations Act of its predecessor entities, Wickham Investment Counsel Inc. (Wickham) and Wellington-Altus USA Inc. (WAUSA). New WAUSA's head office is located in Toronto, Ontario, and it is registered as a portfolio manager in Alberta and Ontario, and it is currently applying to become registered as a portfolio manager in all provinces and territories of Canada. Its principal regulator is the OSC. It is registered as an investment adviser with The United States Securities and Exchange Commission.
4. Prior to the Amalgamation, Wickham was a corporation incorporated under the Canada Business Corporations Act, with its head office located in Toronto, Ontario. It had been registered as a portfolio manager in Alberta and Ontario, and had applied to become registered as a portfolio manager in all provinces and territories of Canada. Its principal regulator was the OSC.
5. Prior to the Amalgamation, WAUSA was a corporation incorporated under the Canada Business Corporations Act, with its head office located in Winnipeg, Manitoba. It had been registered as an investment adviser with The United States Securities and Exchange Commission.
6. On June 3, 2025, as updated on July 28, 2025, Wickham and WAPC notified the MSC and OSC of a proposed series of transactions designed to complete the integration of Wickham following its acquisition by Wellington-Altus Financial Inc. in August 2024 and to the bring the business and operations of WAUSA into full regulatory compliance. Those proposed transactions included:
(a) the transfer of substantially all of the assets and individual registrants of Wickham to WAPC which occurred on November 18, 2025;
(b) the continuance of Wickham from the Ontario jurisdiction to the federal jurisdiction;
(c) Wickham being registered as a portfolio manager in each province and territory of Canada (other than Alberta and Ontario, where it was already registered as a portfolio manager); and
(d) the Amalgamation of WAUSA and Wickham pursuant to the Canada Business Corporations Act to form New WAUSA on December 1, 2025.
7. On September 16, 2025, Wickham and WAPC received non-objection letters from the MSC and OSC regarding the transactions described in paragraph 6.
8. The Filers are affiliates as each is a wholly-owned subsidiary of Wellington-Altus Financial Inc.
9. Post-Amalgamation, WAUSA and Wickham continued as New WAUSA and carry on business under the name "Wellington-Altus USA Inc."
10. Previously, registered representatives of WAPW provided advice, on behalf of WAUSA, in each applicable jurisdiction, to U.S. clients with respect to trading in their U.S. accounts and to Ex-U.S. clients with respect to trading in securities in their U.S. tax-advantaged retirement savings accounts. These registered representatives were in default of securities legislation in respect to the activities related to the Ex-U.S. clients. Post- Amalgamation, those registered representatives of WAPW currently do not provide advice to U.S. clients and Ex-U.S. clients on behalf of New WAUSA. Post-Amalgamation, registered representatives of WAPW (those capable of seeking registration as an advising representative of New WAUSA) would seek dual registration with New WAUSA in order to provide advice to their U.S. clients with respect to trading in their U.S. accounts and to Ex-U.S. clients with respect to the trading of securities in their U.S. tax-advantaged retirement savings accounts.
11. Although WAPC is a registered Portfolio Manager and Investment Fund Manager and New WAUSA is an approved investment advisor in the United States, New WAUSA's advising activities that are occurring within Canada trigger Canadian registration requirements. The Requested Relief would allow WAPC advising representatives to be dually registered with both Filers in order to conduct Canadian registerable activities on behalf of New WAUSA and to address any Canadian registration requirements. Dual registration would also enable New WAUSA registered representatives to provide advice to clients residing in Canada with U.S. tax accounts.
12. The Representatives will be subject to supervision by, and the applicable compliance requirements of, both Filers.
13. The chief compliance officer and ultimate designated person of each Filer will ensure that each Representative has sufficient time and resources to adequately service each Filer and its clients.
14. The Filers are not in default of any requirement of securities legislation in any of the Jurisdictions or the provinces of British Columbia, Alberta, Saskatchewan, Quebec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, and Nunavut, the Northwest Territories, and Yukon.
15. In the absence of the Requested Relief, the Filers would be prohibited by the Dual Registration Restriction from permitting a Representative to be registered as a advising representative of each Filer, even though the Filers are affiliates and will have controls and compliance procedures in place to deal with the Representatives' activities.
16. The Filers are affiliated and accordingly, the dual registration of the Representatives will not give rise to conflicts of interest present in a similar arrangement involving unrelated, arm's length firms. The interests of the Filers are aligned as each of the Filers wish to leverage the Representatives' knowledge, expertise and experience for the benefit of their clients. Therefore, the potential for conflicts of interest is minimal.
17. Each of the Filers will 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.
18. It is not expected that the dual registration of the Representatives will lead to any client confusion.
19. The relationship between the Filers and the fact that a Representative is dually registered with both Filers will be fully disclosed in writing to the clients and prospective clients of each of the Filers that deal with the Representative.
20. The Representatives will be engaging in functionally similar types of activities on behalf of each of the Filers. The Representatives will have sufficient time and resources to adequately service each Filer and its respective clients.
21. The Representatives will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with clients.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that:
i. the Representatives are subject to supervision by, and the applicable compliance requirements of, both Filers;
ii. the chief compliance officer and ultimate designated person of each Filer ensures that each Representative has sufficient time and resources to adequately service each Filer and its respective clients;
iii. 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; and
iv. the relationship between the Filers and the fact that a Representative is dually registered with both of them will be disclosed in writing to clients and prospective clients of each of the Filers that deal with the Representative.
LongPoint Asset Management Inc. and Return Stacked® Global Balanced & Macro ETF
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted under subsection 62(5) of the Securities Act (Ontario) to extend the lapse date of a fund's prospectus by 90 days to facilitate its combination with the prospectus of other funds under common management -- Amendments to NI 81-101 and NI 41-101 came into force on March 3, 2025, and extended lapse date for prospectus of a mutual fund in continuous distribution from 12 months to 24 months -- As the fund's prospectus was receipted before the coming into force of the March 3rd amendments, it remains subject to 12-month renewal timeline as prescribed by the Legislation that was in force on March 2, 2025, until after its next renewal -- relief granted to facilitate incorporation by reference of audited annual financial information into fund's renewal prospectus and avoid costs associated with a review of the fund's unaudited interim financial statements.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 62(2) and 62(5).
December 18, 2025
The principal regulator in Ontario has received an application from the Filer on behalf of the ETF for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limit for the renewal of the amended and restated long form prospectus of the ETF, dated April 16, 2025 (theProspectus), be extended to the time limit that would apply if the lapse date of the current Prospectus were April 30, 2026 (theExemption 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 subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Northwest Territories, Nunavut and Yukon (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 herein.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation formed and organized under the laws of Ontario. The head office of the Filer is located in Toronto, Ontario.
2. The Filer is currently registered as (i) an investment fund manager in Ontario, Québec and Newfoundland and Labrador; and (ii) a portfolio manager, commodity trading manager, and exempt market dealer in Ontario.
3. The Filer is not in default of securities legislation in any of the Jurisdictions.
The ETF
4. The ETF is a separate, open-ended corporate class of LongPoint ETF Corp., a mutual fund corporation established under the federal laws of Canada.
5. The ETF is also an exchange traded fund established under the laws of Ontario, and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
6. The ETF currently distributes ETF shares and ETF USD shares in the Jurisdictions under an amended and restated long form prospectus dated April 16, 2025 (the Prospectus). Such securities of the ETF trade on the Toronto Stock Exchange.
7. The ETF is not in default of securities legislation in any of the Jurisdictions.
8. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the Prospectus is January 30, 2026 (the Lapse Date). Accordingly, under subsection 62(2) of the Act, the distribution of securities of the ETF would have to cease on the Lapse Date unless: (i) the ETF files a pro forma prospectus at least 30 days prior to the Lapse Date; (ii) the final prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final prospectus is obtained within 20 days of the Lapse Date.
9. The fiscal year end of the ETF is December 31, and, pursuant to section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure, the annual financial statements and auditor's report are required to be filed on or before the 90th day after the ETF's most recently completed financial year.
10. With respect to the ETF's financial year end of December 31, 2025 (the 2025 Fiscal Year End), it is expected that the ETF will receive the written consent of its auditor at the same time that the financial statements and auditor's report for the 2025 Fiscal Year End are issued, which is expected to occur on or just prior to March 30, 2026.
11. As audited financial statements will not be ready by the Lapse Date, the ETF will need to incorporate by reference unaudited interim financial information into the final prospectus of the ETF. In order to incorporate by reference the unaudited interim financial statements into the final prospectus of the ETF, those unaudited interim financial statements must be reviewed by the ETF's auditor in accordance with the relevant standards set out in the Handbook of the Canadian Institute of Chartered Accountants for a review of financial statements.
12. Accordingly, if the Exemption Sought is not granted, the ETF's auditor will be required to review the ETF's interim financial statements. In doing so, additional costs will be incurred by the Filer and these costs will recur annually. Rather than facing this audit challenge each year, it would be more efficient and cost effective to extend the Lapse Date to April 30, 2026. This extension will provide the time necessary for the auditor to complete the audit of the ETF's financial statements for the 2025 Fiscal Year End, and for the Filer to prepare and file the final prospectus and ETF Facts of the ETF, along with the written consent of the auditor, as required by applicable securities laws.
13. In addition, the extension of the Lapse Date would provide the Filer with additional time to prepare certain year-over-year performance data based on the audited annual financial statements each year, which would help to ensure that investors receive more accurate information on the performance of the ETF.
14. There have been no material changes in the affairs of the ETF since the date of the Prospectus. Accordingly, the Prospectus and current ETF Facts represent current information regarding the ETF.
15. Given the disclosure obligations of the ETF, should any material change in the affairs of the ETF occur, the Prospectus and current ETF Facts will be amended as required under securities legislation.
16. New investors in the ETF will receive the most recently filed ETF Facts. The Prospectus will still be available upon request.
17. The Exemption Sought will not affect the accuracy of the information contained in the Prospectus and will therefore not be prejudicial to the public interest.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator is that the Exemption Sought is granted.
Application File #: 2025/0699
SEDAR+ File #: 6364139
Desjardins Global Asset Management Inc. and The Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual funds that are not reporting issuers granted 30-day extension for the annual and interim financial statement delivery deadlines under National Instrument 81-106 -- Top Funds invest the majority of their assets in Underlying Funds -- Underlying Funds are subject to a variety of financial reporting deadlines, in some cases extending beyond the annual and interim financial statement filing and delivery deadlines under National Instrument 81-106 -- Relief granted provided that no less than 25% of the total assets of the Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial reporting periods that end on December 31 of each year and subject to laws or documentation that require their annual financial statements to be delivered between 90 and 120 days of their financial year-end and interim financial statements to be delivered within 90 days of their most recently completed interim period.
National Instrument 81-106 Investment Funds Continuous Disclosure, ss. 2.2, 2.4, 5.1(2)(a), 5.1(2)(b) and 17.1.
[Original text in French]
Decision No.: 2025-EPI-1074271
December 17, 2025
SEDAR+ filing No.: 06335146
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application on behalf of the Filer, as investment fund manager of the DGAM Global Private Equity Fund L.P. (the Private Equity Fund) and DIM Private Assets Fund (the Private Assets Fund) (collectively, the Top Funds and each, aTop Fund) which invest in underlying funds (the Underlying Funds and each an Underlying Fund) as part of their investment strategy, for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer and the Top Funds from:
1. the requirement in section 2.2 of Regulation 81-106 respecting Investment Fund Continuous Disclosure (Regulation 81-106) that the Top Funds file their audited annual financial statements and auditors' report (the Annual Financial Statements) on or before the 90th day after the Top Funds' most recently completed financial year (the Annual Filing Deadline);
2. the requirement in section 2.4 of Regulation 81-106 that the Top Funds file their unaudited interim financial statements (the Interim Financial Statements and collectively with the Annual Financial Statements, the Financial Statements) on or before the 60th day after the Top Funds' most recently completed interim period (the Interim Filing Deadline);
3. the requirement in paragraph 5.1(2)(a) of Regulation 81-106 that the Top Funds deliver to securityholders their Annual Financial Statements by the Annual Filing Deadline (the Annual Delivery Requirement); and
4. the requirement in paragraph 5.1(2)(b) of Regulation 81-106 that the Top Funds deliver to securityholders their Interim Financial Statements by the Interim Filing Deadline (the Interim Delivery Requirement);
(collectively, the Exemption Sought).
Under the Process for Exemptive Relief Application in Multiple Jurisdictions (for dual application):
a) the Autorité des marchés financiers has been selected as the principal regulator for this application;
b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System (Regulation 11-102), is intended to be relied upon in each of the provinces and territories of Canada other than the Jurisdictions (together with the Jurisdictions, the Canadian Territories); and
c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer.
The Filer
1. The Filer is a corporation incorporated under the Business Corporation Act (Québec).
2. The Filer's head office is located in Montréal, Québec.
3. The Filer is a member of a group of entities which fall under Fédération des caisses Desjardins du Québec's (FCDQ) umbrella, a financial services cooperative established under the Act respecting financial services cooperatives (Québec) and is a wholly-owned indirect subsidiary of FCDQ.
4. The Filer is registered as portfolio manager (PM) and as exempt market dealer in each of the Canadian Territories. The Filer is also registered as investment fund manager (IFM) in Alberta, Manitoba, Ontario, Québec, Nova Scotia and Newfoundland and Labrador. In addition, the Filer is registered as adviser in Manitoba, commodity trading manager in Ontario and as derivatives portfolio manager in Québec.
5. The Filer, or an affiliate of the Filer, is the IFM and PM of the Top Funds.
6. The Filer is not a reporting issuer in any of the Canadian Territories.
7. The Filer is not in default of the securities legislation in any of the Canadian Territories.
The Top Funds
8. The Private Equity Fund is an investment fund established as a limited partnership governed under the laws of the Province of Quebec. The general partner of the Private Equity Fund is DGAM Global Private Equity Inc., a wholly-owned subsidiary of the Filer.
9. The investment objective of the Private Equity Fund is to achieve favourable risk-adjusted returns over the long-term by assembling a diversified and balanced portfolio of international private equity investments through diversified secondary transactions, co-investments and primary funds. The majority of the assets of the Private Equity Fund will be invested in Underlying Funds.
10. The net asset value of the Private Equity Fund is determined quarterly.
11. The Private Assets Fund is an investment fund established as a trust under the laws of Québec.
12. The investment objective of the Private Assets Fund is to provide income and long-term capital growth. The Private Assets Fund invests in a combination of private investments (real estate, infrastructure, timberland and private equity) and liquid assets. The Private Assets Fund aims to provide clients access to private markets while maintaining a reasonable level of liquidity.
13. The net asset value of the Private Assets Fund is determined daily.
14. Each Top Fund qualifies as a mutual fund for the purposes of the Legislation.
15. Securities of each Top Fund will only be offered for sale to accredited investors in the Canadian Territories pursuant to an exemption from the prospectus requirements under Regulation 45-106 respecting Prospectus Exemptions (Regulation 45-106).
16. None of the Top Funds is a reporting issuer in any of the Canadian Territories.
17. Each Top Fund has a financial year-end of December 31.
18. Each Top Fund invests in securities of Underlying Funds as part of its investment strategy.
19. The Filer believes that investing in the Underlying Funds in accordance with each of the Top Funds' investment objective and strategy offers benefits not available through a direct investment in the companies, other issuers or assets held by the Underlying Funds.
20. Securities of the Underlying Funds may be redeemable at various intervals subject to certain restrictions, but in some cases may not be redeemable until the termination of the Underlying Funds. As each Top Fund has a long-term investment horizon, each Top Fund is able to manage its own liquidity requirements, taking into consideration the frequency at which the securities of the Underlying Funds may be redeemed.
The Underlying Funds
21. The Underlying Funds may be established under, and governed by, the laws of Canada, the United States or other international jurisdictions.
22. The Underlying Funds may have varying financial year-ends and may be subject to a variety of financial reporting deadlines. For example, assets of the Top Funds may be invested in Underlying Funds the constating documents of which require the Annual Financial Statements to be filed within 120 days of the financial year-end of the Underlying Fund.
23. The Underlying Funds will either be managed by the Filer, or an affiliate thereof, or by third-parties.
24. The offering memorandum of each Top Fund that will be provided to prospective investors, if any, will disclose, or such investors will be otherwise notified that: (i) the Annual Financial Statement for such Top Fund will be delivered to each investor within 120 days of such Top Fund's financial year end; and (ii) the Interim Financial Statement for such Top Fund will be delivered to each investor within 90 days following the end of each interim period of such Top Fund.
Financial Statements
25. Section 2.2 and paragraph 5.1(2)(a) of Regulation 81-106 require the Top Funds to file and deliver their Annual Financial Statements by the Annual Filing Deadline. As each Top Fund's financial year-end is December 31, it would have a filing and delivery deadline of March 31.
26. Section 2.4 and paragraph 5.1(2)(b) of Regulation 81-106 require the Top Funds to file and deliver their Interim Financial Statements to the securityholders by the Interim Filing Deadline. As the interim period for the Top Funds is or will be June 30, the filing and delivery deadline for the Interim Financial Statements would be August 29.
27. Section 2.11 of Regulation 81-106 provides an exemption (the Filing Exemption) from the obligation to file the Annual Financial Statements within the Annual Filing Deadline and the Interim Financial Statements within the Interim Filing Deadline if, among other things, a mutual fund that is not a reporting issuer delivers its Annual Financial Statements and Interim Financial Statements in accordance with part 5 of Regulation 81-106.
28. In order to formulate an opinion on the Annual Financial Statements on each Top Fund, the Top Fund's auditors require audited financial statements of the respective Underlying Funds in order to audit the information contained in the Top Fund's Annual Financial Statements. The auditors of the Top Funds have advised the Filer that they will be unable to complete the audit of each Top Fund's Annual Financial Statements until the audited financial statements of the Underlying Funds are completed and available to the respective Top Fund.
29. In most cases, the Top Funds will not be able to obtain the finalized financial statements of the Underlying Funds prior to the Annual Filing Deadline and the Interim Filing Deadline for filing the Financial Statements and, in all cases, no sooner than the deadline for filing such statements and reports of the Underlying Funds and, in all cases, no sooner than other investors of the Underlying Funds receive the financial statements and reports of the Underlying Funds.
30. The Filer will notify securityholders in the Top Funds that it has received and intends to rely on the Exemption Sought.
31. The Top Funds do not anticipate they will be able to meet the conditions in subsection 2.11(b) of the Filing Exemption given that they do not expect to be able to deliver their Annual Financial Statements by the Annual Filing Deadline and their Interim Financial Statements by the Interim Filing Deadline. The Top Funds expect this timing delay in the completion of their Financial Statements to occur every year for the foreseeable future.
32. Each Top Fund therefore seeks an extension of:
(a) The Annual Filing Deadline and the Annual Delivery Requirement to permit delivery within 120 days of such Top Fund's most recently completed financial year-end, to enable the Top Fund's auditors to first receive the audited Annual Financial Statements and auditors' reports of the relevant Underlying Funds so as to be able to prepare such Top Fund's Annual Financial Statements;
(b) The Interim Filing Deadline and the Interim Delivery Requirement to permit delivery within 90 days of such Top Fund's most recently completed interim period, to enable the Top Fund to first receive the interim financial reports of the relevant Underlying Funds so as to be able to determine the net asset value of the relevant Underlying Funds and prepare such Top Fund's Interim Financial Statements.
Each of the Decision Makers 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 Decision Makers under the Legislation is that the Exemption Sought is granted to each of the Top Funds so long as:
1. The Top Fund has a financial year ended December 31.
2. The investment objective of the Top Fund involves investing in Underlying Funds.
3. The Top Fund invests the majority of its assets in Underlying Funds.
4. No less than 25% of the total assets of the Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial reporting periods that end on December 31 of each year and whose governing law or constating documents require their annual financial statements to be delivered between 90 and 120 days of their financial year-end and interim financial statements to be delivered within 90 days of their most recent interim period.
5. The Top Fund notifies its securityholders that the Top Fund has received and intends to rely on relief from the filing and delivery requirements under section 2.2, section 2.4, paragraph 5.1(2)(a) and paragraph 5.1(2)(b) of Regulation 81-106.
6. The Top Fund is not a reporting issuer in any of the Canadian Territories and the Filer has the necessary registrations to carry out its operations in each Canadian Territories in which it operates.
7. The conditions in section 2.11 of Regulation 81-106 will be met, except for subsection 2.11(b), and:
(a) the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of Regulation 81-106 on or before the 120th day after the Top Fund's most recently completed financial year; and
(b) the Interim Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of Regulation 81-106 on or before the 90th day after the Top Fund's most recently completed interim period.
8. The Exemption Sought terminates within one year of the coming into force of any amendment to Regulation 81-106 or other rule that modifies how the Annual Filing Deadline, Annual Delivery Requirement, Interim Filing Deadline or Interim Delivery Requirement applies in connection with mutual funds that are not reporting issuers.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from paragraphs 2.2(1)(a), 2.5(2)(a), (a.1) and (c) of National Instrument 81-102 Investment Funds to allow an investment fund subject to NI 81-102 to invest up to 10% of net asset value in U.S. Underlying ETFs even though, immediately after the purchase, the Fund would hold securities representing more than 10% of: (1) the votes attaching to the outstanding voting securities of the U.S. Underlying ETFs or (2) the outstanding equity securities of the U.S. Underlying ETFs -- U.S. Underlying ETFs will be subject to either the United States Securities Act of 1933, as amended, or the United States Investment Company Act of 1940, as amended, subject to conditions -- Investment funds granted relief from the concentration restriction in subsections 2.1(1) and 2.1(1.1) of NI 81-102 to invest in debt securities issued by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) beyond the limits permitted under NI 81-102 -- Subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.1(1) and 2.1(1.1), 2.2(1)(a), 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c), and 19.1.
December 19, 2025
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of existing and future investment funds of which the Filer or an affiliate is, or in the future will be, the investment fund manager and to which National Instrument 81-102 -- Investment Funds (NI 81-102) applies (each a Fund and collectively, the Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) for an exemption under section 19.1 of NI 81-102 from:
1. the following provisions of NI 81-102 in order to permit the Funds to invest in securities of existing and future exchange-traded funds (ETFs, and each, an ETF) that are not index participation units (IPUs, and each, an IPU) and whose securities are, or will be, listed for trading on a stock exchange in the United States (the U.S. Underlying ETFs, and each a U.S. Underlying ETF):
(a) paragraph 2.2(1)(a) (the Control Restriction) to permit each Fund to purchase securities of a U.S. Underlying ETF even though, immediately after the purchase, the Fund would hold securities representing more than 10% of: (1) the votes attaching to the outstanding voting securities of the U.S. Underlying ETFs, or (2) the outstanding equity securities of the U.S. Underlying ETFs (the Control Relief);
(b) paragraph 2.5(2)(a) to permit each Fund that is a mutual fund other than an alternative mutual fund to purchase and/or hold securities of a U.S. Underlying ETF even though the U.S. Underlying ETF is not subject to NI 81-102;
(c) paragraph 2.5(2)(a.1) to permit each Fund that is an alternative mutual fund or a non-redeemable investment fund to purchase and/or hold securities of a U.S. Underlying ETF, even though the U.S. Underlying ETF is not subject to NI 81-102; and
(d) paragraph 2.5(2)(c) to permit each Fund to purchase and/or hold securities of a U.S. Underlying ETF even though the U.S. Underlying ETF is not a reporting issuer in any Canadian Jurisdiction (the U.S. Underlying ETF Exemption); and
2. the following provisions of NI 81-102 in order to permit the Funds to invest in Fannie and Freddie Securities (as defined herein):
(a) subsection 2.1(1) of NI 81-102 to permit each Fund that is a mutual fund, other than an alternative mutual fund, to purchase a security of an issuer, enter into a specified derivative transaction or purchase index participation units (each a Purchase) when, immediately after the Purchase, more than 10 percent of the net asset value (NAV) of the Fund would be invested in debt obligations issued or guaranteed by either the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac); and
(b) subsection 2.1(1.1) of NI 81-102 to permit each Fund that is an alternative mutual fund or a non-redeemable investment fund to make a Purchase when, immediately after the Purchase, more than 20 percent of the NAV of the Fund would be invested in debt obligations issued or guaranteed by either the Fannie Mae or Freddie Mac (the Fannie/Freddie Exemption and, together with the Control Relief and the U.S. Underlying ETF Exemption, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Canadian Jurisdictions, and each, a Canadian Jurisdiction).
Terms defined in National Instrument 14-101 -- Definitions, MI 11-102 and NI 81-102 have the same meaning if used in this Application, unless otherwise defined. In addition:
• 1933 Act means the United States Securities Act of 1933, as amended from time to time;
• 1940 Act means the United States Investment Company Act of 1940, as amended from time to time;
• Fannie and Freddie Securities means debt obligations issued or guaranteed by either Fannie Mae or Freddie Mac including, without limitation, bonds and mortgage-backed securities and Fannie or Freddie Security means any one such debt obligation;
• Minimum Rating means a credit rating of BBB-- assigned by Standard & Poor's Rating Service or an equivalent rating by one or more other designated rating organizations; and
• U.S. Government Equivalent Rating means a credit rating assigned by Standard & Poor's Rating Services (Canada), or an equivalent rating assigned by one or more other designated rating organizations, to a Fannie or Freddie Security that is not less than the credit rating then assigned by such designated rating organization to the debt of the United States government of approximately the same term as the remaining term to maturity of, and denominated in the same currency as, the Fannie or Freddie Security.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of Alberta. The Filer's head office is located in Toronto, Ontario.
2. The Filer is registered as follows:
(a) under the securities legislation of Alberta, Ontario, Québec, and Newfoundland and Labrador as an investment fund manager, portfolio manager and exempt market dealer; and
(b) under the securities legislation of Nova Scotia as a portfolio manager and exempt market dealer.
3. The Filer, or an affiliate of the Filer, is, or will be, the investment fund manager of the Funds.
4. The Filer is not in default of securities legislation in any of the Canadian Jurisdictions.
The Funds
5. Each Fund is, or will be, an investment fund organized and governed by the laws of Canada or a Canadian Jurisdiction.
6. Each Fund is, or will be, governed by the applicable provisions of NI 81-102, subject to any exemptions therefrom that have been, or may in the future be, granted by the securities regulatory authorities.
7. The securities of each of the Funds are or will be qualified for distribution in some or all of the Canadian Jurisdictions under a prospectus or simplified prospectus.
8. Each Fund is, or will be, a reporting issuer in one or more Canadian Jurisdictions.
9. Each Fund is, or will be, subject to National Instrument 81-107 Independent Review Committee for Investment Funds.
10. The Funds may, from time to time, wish to invest in the U.S. Underlying ETFs and Fannie and Freddie Securities.
11. Each existing Fund is not in default of applicable securities legislation in any Canadian Jurisdiction.
U.S. Underlying ETF Exemption
12. The securities of a U.S. Underlying ETF will not meet the definition of IPU in NI 81-102 because the only purpose of the U.S. Underlying ETF will not be to:
(a) hold the securities that are included in a specified widely quoted market index in substantially the same proportion as those securities are reflected in that index; or
(b) invest in a manner that causes the U.S. Underlying ETF to replicate the performance of that index.
13. The securities of a U.S. Underlying ETF are, or will be, listed on an exchange in the United States that is registered with the Securities Exchange Commission(SEC) under Section 6 of the Securities Exchange Act of 1934 as a national securities exchange and the market for them is, or will be, liquid because it is, or will be, supported by designated brokers. As a result, the Filer expects a Fund to be able to dispose of such securities through market facilities in order to raise cash, including to fund the redemption requests of its securityholders.
14. No U.S. Underlying ETF will hold more than 10% of its NAV in securities of another investment fund unless (i) the U.S. Underlying ETF is a clone fund, as defined in NI 81-102, (ii) the other investment fund is a money market fund, as defined in NI 81-102, or (iii) securities of the other investment fund are IPUs.
15. A U.S. Underlying ETF may be managed by the Filer and sales fees or redemption fees may be payable by a Fund in relation to its purchase or redemption of the securities of the U.S. Underlying ETF.
16. Each U.S. Underlying ETF is, or will be, a publicly offered ETF subject to the 1933 Act and/or the 1940 Act.
17. No Fund will pay management or incentive fees, which to a reasonable person would duplicate a fee payable by a U.S. Underlying ETF for the same service.
18. Absent the U.S. Underlying ETF Exemption, an investment by a Fund in a U.S. Underlying ETF would:
(a) be prohibited by paragraphs 2.5(2)(a) and 2.5(2)(a.1) of NI 81-102, as applicable, because such U.S. Underlying ETF may not be subject to NI 81-102;
(b) be prohibited by paragraph 2.5(2)(c) of NI 81-102 because such U.S. Underlying ETF may not be a reporting issuer in any Canadian Jurisdiction; and
(c) not qualify for the exception in paragraph 2.5(3)(a) of NI 81-102 because the securities of the U.S. Underlying ETF are not IPUs.
19. The Filer has concluded that it could not currently gain exposure to applicable asset classes, sectors and/or markets entirely through existing Canadian mutual funds or ETFs.
20. Absent the Control Relief, an investment by a Fund in securities of a U.S. Underlying ETF will not qualify for the exemption set out in paragraph 2.2(1.1)(b) of NI 81-102 in respect of the Control Restriction because securities of the U.S. Underlying ETFs are not IPUs.
21. The key benefits of a Fund investing in the U.S. Underlying ETFs are greater choices, improved portfolio diversification and potentially enhanced returns. For example:
(a) an investment in the U.S. Underlying ETFs will provide the Funds with access to specialized knowledge, expertise and/or analytical resources of the investment adviser to the U.S. Underlying ETFs;
(b) the U.S. Underlying ETFs provide a potentially better risk profile, diversification and improved liquidity/tradability than direct holdings of asset classes to which the U.S. Underlying ETFs provide exposure; and
(c) the investment strategies of the U.S. Underlying ETFs offer significantly broader exposure to asset classes, sectors and markets than those available in the existing Canadian ETF market.
22. The Filer submits that having the option to allocate a portion of each Fund's assets to U.S. Underlying ETFs will increase diversification opportunities and may improve a Fund's overall risk/reward profile.
23. An investment in a U.S. Underlying ETF by a Fund is an efficient and cost effective alternative to obtaining exposure to securities held by the Underlying ETF rather than purchasing those securities directly by the Fund.
24. An investment in a U.S. Underlying ETF by a Fund should pose limited investment risk to the Fund because each U.S. Underlying ETF will be subject to the 1933 Act and/or the 1940 Act, subject to any exemption therefrom that may in the future be granted by the securities regulatory authorities.
25. Due to the potential size disparity between the Funds and the U.S. Underlying ETFs, it is possible that a relatively small investment, on a percentage of NAV basis, by a relatively larger Fund in securities of a U.S. Underlying ETF could result in such Fund holding securities representing more than 10% of: (i) the votes attaching to the outstanding voting securities of the U.S. Underlying ETF, or (ii) the outstanding equity securities of that U.S. Underlying ETF, contrary to the Control Restriction.
Fannie/Freddie Exemption
26. The investment objectives of each Fund that will rely on the Fannie/Freddie Exemption is or will permit the Fund to invest a majority of its assets in fixed income securities. The ability to invest in Fannie and Freddie Securities is or will be an important feature of each such Fund due to the size and role of Fannie Mae and Freddie Mac in the US mortgage industry and the expertise of the Filer and its sub-advisers in investing in such securities.
27. Fannie Mae is a financial services corporation originally established by the United States Congress in 1938 to provide United States federal government money to local banks to finance home mortgages during the Great Depression. Its business includes borrowing money in the debt markets by selling bonds and providing liquidity to mortgage originators by purchasing whole loans which it then securitizes by issuing mortgage-backed securities. Fannie Mae also earns guarantee fees for assuming the credit risk on mortgage loans.
28. Freddie Mac is a financial services corporation that was created by the United States Congress in 1970 to expand the secondary market for mortgages in the United States. It was established to provide competition to Fannie Mae. Similar to Fannie Mae, the business of Freddie Mac includes buying mortgages in the secondary market, pooling them, and issuing mortgage-backed securities, as well as earning guarantee fees for assuming the credit risk on mortgage loans.
29. Fannie and Freddie Securities provide a substantial portion of the financing for residential mortgages in the United States.
30. Originally, the obligations of Fannie Mae were explicitly guaranteed by the United States government. The explicit guarantee was removed as part of a reorganization of Fannie Mae in 1968. Like Fannie Mae, there is no explicit guarantee of the obligations of Freddie Mac by the United States government.
31. Notwithstanding the absence of an explicit guarantee, it is widely assumed that there is an implied guarantee of the obligations of both Fannie Mae and Freddie Mac by the United States government. This assumption is based on the view that Fannie Mae and Freddie Mac each are considered to be "too big to fail" due to the critical roles they play as instrumentalities of the United States government existing to support the liquidity of the residential real estate mortgage market. Accordingly, it is widely believed that the United States government implicitly guarantees the obligations of Fannie Mae and Freddie Mac. This is reflected in Fannie and Freddie Securities currently having a U.S. Government Equivalent Rating.
32. The implied guarantee was evidenced during the 2008 financial crisis. At that time, Fannie Mae and Freddie Mac together owned or guaranteed approximately half of the United States' US$12 trillion mortgage market and were at risk of defaulting on their obligations. Such a default would have increased the cost of obtaining mortgage financing from other sources, thereby exacerbating the decline in the US residential real estate market, as well as negatively impacting investors (including retirement funds and money market funds) that held Fannie and Freddie Securities. As a result, on September 7, 2008, Fannie Mae and Freddie Mac were placed into conservatorship of the United States Federal Housing Financing Agency in order to stabilize them. The United States government avoided creating an explicit guarantee of the obligations of Fannie Mae and Freddie Mac due to the negative impact it would have had on the United States Treasury. Fannie Mae and Freddie Mac were expressly excluded from the bail-in regime created under Title II of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act to preclude future US government bail-outs of large financial companies. It is expected that a further act of the US Congress would be required to remove the implied guarantee of Fannie and Freddie Securities as part of a larger reform of the US residential real estate market. No such initiative currently is a priority of the US Congress.
33. Under the 1940 Act, an investment company registered with the SEC seeking to qualify as a "diversified company" is required, among other matters, to invest at least 75% of its total assets in a manner whereby not more than 5% of the value of its total assets is invested in the securities of any single issuer. This restriction is analogous to the diversification requirement imposed on public mutual funds in Canada by subsection 2.1(1) of NI 81-102 on public mutual funds in Canada. Similar to paragraph 2.1(2)(a) of NI 81-102, the 1940 Act excludes a "government security" from the 5% limit described.
34. The definition of "government security" in the 1940 Act differs from that contained in NI 81-102 by including any security issued by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States (a U.S. government instrumentality). Each of Fannie Mae and Freddie Mac is considered to be a US government instrumentality and Fannie and Freddie Securities therefore are "government securities" under the 1940 Act.
35. The definition of "government security" in NI 81-102 does not include US government instrumentalities. Accordingly, the only United States securities which qualify as government securities are those directly issued by, or fully and unconditionally guaranteed by, the United States government. Fannie and Freddie Securities do not meet this definition since their obligations are not explicitly fully and unconditionally guaranteed by the United States government.
36. As a result, the restriction in subsections 2.1(1) and 2.1(1.1) apply to each investment by a Fund in Fannie and Freddie Securities.
37. Fannie and Freddie Securities represent a large, attractive and unique category of investment that cannot be replicated by any other issuer. For this reason, it is important to the Funds that they be entitled to maximize their opportunity to invest in Fannie and Freddie Securities.
38. Investments in Fannie and Freddie Securities are considered by the Filer to be more prudent than investments in equivalent bonds and mortgage-backed securities of other issuers due to the implied guarantee by the United States government. Accordingly, if the Fannie/Freddie Exemption is granted, each Fund will have the opportunity to maintain a more prudent portfolio through greater exposure to securities implicitly guaranteed by the United States government.
39. The Filer intends, either directly or through sub-advisers, to research and monitor the investment attributes and trading operations for Fannie and Freddie Securities. Such ongoing research and monitoring will include monitoring proposals to restructure the US residential housing market that may impact the implied guarantee of Fannie and Freddie Securities by the US government. If the US Congress proposes legislation to change or remove the implied guarantee and the Filer determines in its judgement that, as a result of the announced proposed legislation, there is a significant risk that the Fannie and Freddie Securities held by the Funds could cease to have a US Government Equivalent Rating or their credit ratings could decline below a Minimum Rating, the Funds will take steps that are reasonably required to dispose of their Fannie and Freddie Securities in an orderly and timely fashion such that the Fannie and Freddie Securities held by the Fund comply with subsection 2.1(1) of NI 81-102.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the U.S. Underlying ETF Exemption is granted provided that:
(a) the investment by a Fund in securities of a U.S. Underlying ETF is in accordance with the investment objectives of the Fund;
(b) a Fund does not purchase securities of a U.S. Underlying ETF if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of U.S. Underlying ETFs;
(c) securities of each U.S. Underlying ETF are listed on an exchange in the United States that is registered with the SEC under Section 6 of the Securities Exchange Act of 1934 as a national securities exchange;
(d) each U.S. Underlying ETF is, immediately before the purchase by a Fund of securities of that U.S. Underlying ETF, an investment company subject to the Investment Company Act in good standing with the SEC; and
(e) the prospectus of each Fund discloses, or will disclose in the next renewal of its prospectus following the date of this decision, in the investment strategy section, the fact that the Fund has obtained the Exemption Sought to permit investments in U.S. Underlying ETFs on the terms described in this decision.
The decision of the principal regulator under the Legislation is that the Fannie/Freddie Exemption is granted provided that:
(a) at the time of Purchase, the Fannie or Freddie Security has a U.S. Government Equivalent Rating and a rating not less than the Minimum Rating;
(b) the prospectus of each Fund that is a mutual fund, alternative mutual fund or non-redeemable investment fund distributing its securities and the prospectus or annual information form of each Fund that is not distributing its securities discloses, or will disclose in the next renewal of its simplified prospectus or prospectus (as applicable) following the date of this decision:
(i) that the Fund has received permission to invest more than 10% (or, in the case of an alternative mutual fund or a non-redeemable investment fund, 20%) of its net assets in each of Fannie Mae and Freddie Mac provided the Fannie and Freddie Securities maintain a U.S. Government Equivalent Rating and a rating not less than the Minimum Rating;
(ii) the maximum amount the Fund may invest in Fannie and Freddie Securities under the heading or sub-heading "Investment Strategies"; and
(iii) risk factors that:
(A) the U.S. government may not guarantee payment of Fannie and Freddie Securities; and
(B) describe the risks associated with the Fund investing more than 10% (or, in the case of an alternative mutual fund or a non-redeemable investment fund, 20%) of its net assets in securities of Fannie Mae or Freddie Mac;
(c) if the rating of a Fannie or Freddie Security held by a Fund ceases to have a U.S. Government Equivalent Rating or declines below the Minimum Rating, the Fund will take the steps that are reasonably required to dispose of such Fannie or Freddie Security in an orderly and timely fashion such that the Fannie and Freddie Securities held by the Fund comply with subsection 2.1(1) or 2.1(1.1) of NI 81-102, as applicable; and
(d) if the U.S. Congress:
(i) proposes legislation intended to change or remove the implied guarantee by the U.S. government of Fannie Mae and/or Freddie Mac and the Filer determines in its judgement that, as a result of the announced proposed legislation, there is a significant risk that the Fannie and Freddie Securities held by the Funds could cease to have a U.S. Government Equivalent Rating or their credit ratings could decline below the Minimum Rating; or
(ii) enacts legislation that:
(A) removes the implied guarantee by the U.S. government of Fannie Mae and/or Freddie Mac; or
(B) specifies a future effective date on which the implied guarantee by the U.S. government of Fannie Mae and/or Freddie Mac will end,
the Funds will take the steps that are reasonably required to dispose of such Fannie and Freddie Securities in an orderly and timely fashion such that the Fannie and Freddie Securities held by the Funds comply with subsection 2.1(1) or 2.1(1.1) of NI 81-102, as applicable.
Application File #: 2025/0720
SEDAR+ File #: 6371756
AXA Investment Managers US Inc.
Application to the Ontario Securities Commission for an order pursuant to subsection 74(1) of the Securities Act (Ontario) (the Act) that the Applicant be exempted from the adviser registration requirements in subsection 25(3) of the Act to allow the Applicant to continue to provide advice to its formerly Canadian affiliates in Ontario for a limited period of time. The Applicant has applied for registration as an adviser under the Act.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(3) and 74(1).
December 18, 2025
UPON the application (the Application) of AXA Investment Managers, Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order:
(a) pursuant section 144(1) of the Act revoking the previous order (Previous Order) granted to the Filer on July 14, 2022 (Revocation Order); and
(b) pursuant to subsection 74(1) of the Act that the Applicant be exempted from the adviser registration requirement in subsection 25(3) of the Act (Adviser Relief);
(the Revocation Order and the Adviser Relief, the Requested Relief).
AND UPON considering the Application and the recommendation of staff of the Commission;
AND UPON the Applicant having represented to the Commission as follows:
1. The Applicant is a Delaware corporation registered with the U.S. Securities and Exchange Commission (SEC) as an investment advisor, with its principal office located in Greenwich, Connecticut. The Applicant does not have an office or employees in Canada.
2. Prior to the effective date of the Sale Transaction (as hereinafter defined), the Applicant was a wholly owned, indirect subsidiary of AXA SA, a Société Anonyme organized under the laws of France. The ownership of the Applicant by the ultimate parent holding company, AXA SA, was as follows:
(a) AXA SA directly and indirectly owned substantially all of AXA Investment Managers SA's equity ownership interests;
(b) AXA Investment Managers SA directly owned 100% of AXA IM U.S. Group Holding Inc.; and
(c) AXA IM US Group Holding Inc. directly owned 100% of the Applicant.
AXA SA and its direct and indirect subsidiaries are collectively referred to as the "AXA Group." The AXA Group is a diversified, global financial services company.
3. On December 21, 2024, AXA Group announced that it had entered into a definitive agreement with BNP Paribas Cardif SA (BNPP) to sell AXA Investment Managers SA and its subsidiaries, including the Applicant (AXA IM Group) to BNPP (the Sale Transaction).
4. The Sale Transaction closed on July 1, 2025 (the Closing Date) resulting in BNPP acquiring ownership of and control of AXA IM Group. AXA IM Group ceased to be controlled by AXA Group on the Closing Date and became ultimately controlled by BNP Paribas SA (BNP). In connection with the Sale Transaction, BNPP indirectly acquired 100% of the ownership interests of the Applicant.
5. The structure of the Sale Transaction is such that investment principals of the Applicant continued to manage the day-to-day activities of the Applicant. The Sale Transaction did not have any impact on the strategy or business of the Applicant, on the nature or quality of, or resources available to provide, the investment advisory services or on the financial condition of the Applicant. The Sale Transaction did not result in any changes to the management fees to the Applicant's existing clients.
6. Pursuant to the Previous Order the Applicant provided investment management and advisory services to companies of the AXA Group which prior to the Closing Date were affiliates of the Applicant, as follows:
(a) Catlin Syndicates Limited, formerly Catlin Westgen Limited (Catlin Member), a Member of the Lloyd's Market (as defined below) that carries on business as a foreign insurance company federally-regulated in Canada in accordance with the Insurance Companies Act (Canada) (ICA) through, among others, Lloyd's Syndicate 2003;
(b) XL Bermuda Ltd., an insurance company established under the laws of Bermuda that carries on business as a Class E and Class 4 insurer regulated in Bermuda by the Bermuda Monetary Authority, that has assets pledged in a collateral account with a Canadian trust company established for the benefit of the Canadian insurance business of an affiliate that carries on business as a foreign insurance company federally-regulated in Canada in accordance with the ICA and the Office of the Superintendent of Financial Institutions (OSFI) guidelines;
(c) XL Reinsurance America, Inc., a reinsurance company established under the laws of New York, that carries on business as a foreign insurance company federally-regulated in Canada in accordance with the ICA and that has been granted an order to insure in-Canada risks; and
(d) XL Specialty Insurance Company, an insurance company established under the laws of Delaware, that carries on business as a foreign insurance company federally-regulated in Canada in accordance with the ICA and that has been granted an order to insure in-Canada risks,
(each a Canadian AXA IM Entity, and collectively, the Canadian AXA Entities).
7. The head offices of the Canadian AXA Entities are located in: (a) Catlin Member: 20 Gracechurch Street, London EC3V 0BG, (b) XL Bermuda Ltd.: O'Hara House, One Bermudiana Road, Hamilton HM08, Bermuda, (c) XL Reinsurance America, Inc.: 70 Seaview Avenue, Stamford, CT 06902-6040, USA, and (d) XL Specialty Insurance Company: 70 Seaview Avenue, Stamford, CT 06902-6040, USA, respectively. Each Canadian AXA IM Entity is an indirect wholly-owned subsidiary of AXA SA, the parent company of the AXA Group. The principal activity of AXA SA is the holding of investments in the AXA Group entities.
8. Lloyd's is a self-regulating organization operating under the provisions of the Lloyd's Act 1982 (U.K.) that operates a brokered market (the Lloyd's Market), which focuses on, among other things, high risk, specialist insurance for businesses, comprised of a number of underwriting syndicates (Syndicates).
9. The capital supporting risks underwritten by Syndicates at the Lloyd's Market is provided by underwriting members (Members).
10. Under the ICA, Lloyd's Members, collectively, are authorized to insure risks as a "foreign company". In addition to being governed by the ICA, Members, collectively, are licensed as insurers under applicable insurance legislation in all provinces and territories of Canada to transact most classes of insurance, and the relevant Canadian business of Members is subject to and governed in accordance with the applicable requirements of such legislation in the same manner as any other licensed insurer.
11. Catlin Member is a Member of Lloyd's and carries on the business of insurance in Canada through, among others, Lloyd's Syndicate 2003.
12. The Canadian AXA Entities hold portfolio assets directly and are also the beneficiaries of portfolio assets held in certain collateral accounts (the Collateral Accounts) established either: (i) as Canadian-domiciled trusts settled by the Canadian AXA Entities, as grantors, for the contingent benefit of themselves (Vested Asset Trusts); or (ii) by the Canadian AXA Entities, as pledgors, for the benefit an affiliate that is licensed or otherwise duly permitted or authorized to carry on business as an insurance company in Canada, as secured parties, under reinsurance security agreements pursuant to which the pledgor has agreed to collateralize certain risks of the secured party for purposes of reinsurance (the Reinsurance Security Agreements). Under the ICA and guidelines of OSFI, assets in the Collateral Accounts must be maintained in Canada in order for the beneficiary or secured party, as applicable, to receive credit for such assets under the ICA for insurance regulatory solvency purposes. The trustee of each of the Vested Asset Trusts is either CIBC Mellon Trust Company or RBC Investor Services Trust Company and the custodian under each of the Reinsurance Security Agreements is CIBC Mellon Trust Company (each a Trustee and Custodian), each a Canadian financial institution as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (NI 45-106). The portfolio assets held directly by the Canadian AXA Entities and the Collateral Accounts are referred to, collectively, as the Accounts.
13. With respect to the Vested Asset Trusts, the Trustee and Custodian acts as agent of the AXA Group and invests the vested assets on the written direction of the persons authorized by the grantor of the Vested Asset Trust.
14. With respect to the Reinsurance Security Agreements, until an entitlement order is delivered by the secured party, pledged collateral is held by the Trustee and Custodian for safekeeping and the pledgor is entitled to direct the Trustee and Custodian as to the manner of investment of the collateral and with respect to the manner of exercising the voting rights attached to the securities and other financial assets that are part of the collateral. These investments and voting powers promptly cease, and the Trustee and Custodian must transfer the collateral to or to the direction of the secured party upon the receipt of an entitlement order by the Trustee and Custodian from the secured party.
15. Each Canadian AXA Entity, each Trustee and Custodian, the grantor under each Vested Asset Trust, and the pledgor under each Reinsurance Security Agreement is a "permitted client", as such term is defined in National Instrument 31 -103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103).
16. The Applicant offers discretionary portfolio management services under the following investment strategies: (i) core, dynamic and enhanced high yield, (ii) short duration high yield, (iii) U.S. active corporate investment grade, (iv) structured finance and structured products, (v) U.S. buy & maintain, which includes U.S. corporate bonds, U.S. government issued securities and select U.S. municipal bonds, (vi) long equity strategies, (vii) managed volatility asset allocation, and (viii) asset backed securities, including, but not limited to residential mortgage backed securities, commercial mortgage backed securities, and collateralized securitizations. In addition to the above referenced strategies, in the future, the Applicant may provide portfolio management services utilizing additional investment strategies.
17. The Applicant manages and/or sub-advises separate accounts for international and domestic institutional clients. The Applicant's separately managed account clients are permitted to impose restrictions or limitations on how the Applicant manages their accounts within its investment strategies. The Applicant also manages negative basis portfolios for insurance company affiliates within the AXA Group.
18. The Applicant is required to be registered as an investment adviser with the SEC pursuant to the Investment Advisers Act of 1940 (the Advisers Act) as it provides investment management and investment advisory services to others for compensation both from a U.S. office location and to U.S. clients at levels that mandate such registration.
19. The Applicant proposes to continue to provide investment management and investment advisory services to the Canadian AXA Entities. An application for registration as an adviser in the category of portfolio manager has been filed with the Commission under the Act. It is expected that the Applicant will provide investment management and investment advisory services on the assets of the Canadian AXA Entities that are approximately US$2,041,384,783 in the aggregate as at November 30, 2025.
20. The Applicant has operated in Canada under the Previous Order since July 14, 2022 and provided investment management and investment advisory services to the Canadian AXA Entities in accordance with the terms and conditions of the Previous Order.
21. As a result of the Sale Transaction with BNPP, the Applicant since the Closing Date has been in default of subsection (ii) of condition two of the Previous Order that the client remains an "affiliate" of the Applicant as defined in the Act. The Applicant satisfies all other conditions of the Previous Order.
22. There is no requirement for employees of a corporation to be registered as advisers under the Act if such employees provide investment advice to their employer on portfolio assets held by such employer. The Canadian AXA Entities do not currently employ, nor do they intend to employ, individuals who provide investment advice with respect to the Accounts, but rather the Canadian AXA Entities outsourced the adviser function to the Applicant, who prior to the Closing Date was an affiliate of each of the Canadian AXA Entities. Outsourcing the investment function is permitted under the ICA and other applicable federal insurance company legislation.
23. The Canadian portfolio assets held in the Accounts and managed or to be managed by the Applicant are owned by each of the respective Canadian AXA Entities or held for the benefit of the respective Canadian AXA Entities. There are no external stakeholders (such as, for example, holders of variable annuity contracts or segregated funds/ separate accounts for policyholders) that have any direct interest in the performance of such portfolios. Accordingly, there is no stakeholder in Ontario or elsewhere, other than members of the AXA Group, that would be directly affected by the investment advice provided by the Applicant.
24. Subsection 74(1) of the Act provides that an order may be made by the Commission that a person or company is not subject to section 25 of the Act, subject to such terms and conditions as the Commission considers necessary, where the Commission is satisfied that to do so would not be prejudicial to the public interest.
25. The Applicant is in compliance in all material respects with securities laws of the United States of America. Other than the subject matter of the Requested Relief, the Applicant is not in default of any requirements of securities legislation of any jurisdiction in Canada.
26. The Filer received relief substantially similar to the Requested Relief in the Previous Order.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant section 144(1) of the Act that the Previous Order is revoked; and
IT IS ORDERED, pursuant to subsection 74(1) of the Act, that the Applicant is exempt from the adviser registration requirement of subsection 25(3) of the Act in respect of it acting as an adviser to the Canadian AXA Entities in Ontario, provided that:
1. the Applicant will apply for registration as an adviser in the category of portfolio manager under the Act;
2. the Requested Relief expires on the earlier of:
(a) 12 months from the date the Requested Relief is granted, or
(b) on the date on which the Applicant is duly registered as an adviser in the category of portfolio manager under the Act;
3. the Applicant provides investment management and investment advisory services in Ontario only to the Canadian AXA Entities that:
(a) are licensed or otherwise duly permitted or authorized to carry on business as an insurance company in Canada or a branch of a foreign insurance company in Canada; or
(b) are holding companies that have as their principal business activity to hold securities of one or more affiliates that are each licensed or otherwise duly permitted or authorized to carry on business as an insurance company in Canada; or
(c) are the grantor or pledgor of a collateral account established for the benefit of the Canadian insurance business of an affiliate, described in paragraphs (a) and (b), in accordance with the ICA and OSFI guidelines;
4. with respect to any particular client, the investment management and investment advisory services provided in Ontario are provided only as long as that client remains: (i) a Canadian AXA Entity, and (ii) a "permitted client" as defined in NI 31-103; and
5. in the case of investment management and investment advisory services provided to the grantor of a collateral account, described in paragraph 3(c), that is a trust, the trust remains a "permitted client" as defined in NI 31-103.
DATED at Toronto, Ontario, this 18 day of December, 2025.
Application File #: 2025/0524
Hoovest Financial Inc. and OneVest Management Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- 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 will be affiliated entities following an acquisition and have valid business reasons for the individuals to be registered with both firms for a time-limited period after the acquisition -- 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.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1(1)(b) and 15.1.
December 16, 2025
1. The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) for a decision pursuant to section 15.1 of National Instrument 31103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) to exempt Mr. Peter Fang and Mr. Corbin Lowe from the requirements of paragraph 4.1(1)(b) of NI 31-103 to permit them to be dually registered as an Advising Representative of HFI and as an Advising Representative of OVM for a limited period of time (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission (BCSC) is the principal regulator for this application;
(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island, Québec, and Yukon; and
(c) the 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, NI 31-103, 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(s):
1. HFI is registered in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Québec as a Portfolio Manager, Exempt Market Dealer, and Investment Fund Manager, with its head office in West Vancouver, British Columbia. HFI provides wealth management services and manages investment funds.
2. OVM is registered as Portfolio Manager and Investment Fund Manager in Alberta, Newfoundland and Labrador, Ontario, and Québec. It is also registered as Portfolio Manager in British Columbia, Manitoba, New Brunswick, Prince Edward Island, Northwest Territories, Nova Scotia, Nunavut, Saskatchewan, and Yukon. OVM operates an online advisor model, a traditional advisor model and an investment fund.
3. 16972420 Canada Inc is acquiring OVM. 16972420 Canada Inc is wholly owned by Peter Fang. As a result of the transaction, HFI and OVM will be affiliated entities as they are both controlled by the same beneficial owner, Peter Fang.
4. The British Columbia Securities Commission will be the principal regulator of both HFI and OVM after the completion of the acquisition.
5. BCSC will impose terms and conditions on OVM's registration that, among other terms and conditions, require OVM to register a new advising representative who meets the registration requirements set out in Part 3 of NI 31-103 no later than 120 days after the terms and conditions come into effect.
6. Mr. Fang is currently registered as Ultimate Designated Person (UDP), Chief Compliance Officer (CCO), and Advising Representative (AR) of HFI and has been registered in these categories with HFI since 2021. Mr. Lowe is currently registered as AR of HFI and has been registered as an AR with HFI since 2024. Mr. Fang has been registered in an advisory capacity since 2013, while Mr. Lowe has been registered in an advisory capacity since 2015, at other registered firms.
7. Mr. Fang is seeking to be appointed as the UDP and AR of OVM by the board of OVM. Mr. Lowe is seeking to be appointed as the CCO and AR of OVM by the board of OVM.
8. Mr. Fang's and Mr. Lowe's dual registration as AR for both HFI and OVM is intended to be for the limited time period in which OVM is seeking a new advising representative to fulfil the term and condition on its registration as described in representation 5 above.
9. Mr. Fang and Mr. Lowe have the experience, proficiency requirements, and capacity to fulfill their responsibilities for both Filers.
10. As HFI and OVM are affiliates, the dual registrations of Mr. Fang and Mr. Lowe are not expected to give rise to conflicts of interest since the Filers operate primarily different business models, have different client bases, and primarily operate in different geographical areas.
11. HFI and OVM each have adequate policies and procedures in place to address any material conflicts of interest that may arise of the dual registration of Mr. Fang and Mr. Lowe in the best interest of clients.
12. Mr. Fang and Mr. Lowe will act in the best interests of all clients of HFI and OVM and will deal fairly, honestly, and in good faith with clients of HFI and OVM.
13. Clients will be informed of the dual registration where applicable, and both Filers will maintain separate books, records, and client relationships.
14. On October 4, 2024 the BCSC provided OVM with a letter detailing a number of deficiencies of its obligations under securities legislation which are ongoing. HFI is not in default of securities legislation in any jurisdiction of Canada.
15. In the absence of the Exemption Sought, Mr. Fang and Mr. Lowe would be prohibited under paragraph 4.1.(1)(b) of NI 31-103 from being registered in the capacities of registered advising representatives of OVM while being registered advising representatives of HFI.
16. For the reasons provided above, the Filers respectfully submit that it would not be prejudicial to the public interest to grant the Exemption Sought.
4. Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
1. HFI and OVM remain affiliated within the meaning of applicable securities legislation.
2. HFI and OVM 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 Mr. Fang and Mr. Lowe in the best interest of clients.
3. Each Filer remains responsible for supervising the activities of both Mr. Fang and Mr. Lowe, and ensures that Mr. Fang and Mr. Lowe are subject to the applicable compliance requirements of both Filers.
4. The Chief Compliance Officer and Ultimate Designated Person of each Filer ensure that Mr. Fang and Mr. Lowe have sufficient time resources to adequately serve each Filer and their respective clients.
5. Each Filer provides written disclosure to clients and prospective clients about the relationship between the Filers and the fact that Mr. Fang and Mr. Lowe are dually registered with both Filers.
6. OVM will comply with all terms and conditions imposed on its registration by the BCSC.
7. This decision expires the earlier of:
a. the date OVM has registered a new advising representative who meets the registration requirements set out in Part 3 of NI 31-103 and has fulfilled the term and condition of its registration as described in representation 5, or
b. the date that is 120 days after the date of the transaction referred to in representation 3.
OSC File #: 2025/0515
Application for time-limited relief from prospectus requirement and trade reporting requirements to allow the Filer to distribute Crypto Contracts and operate a platform that facilitates the buying, selling, staking and holding of crypto assets -- relief granted subject to certain conditions set out in the decision, including investment limits, account appropriateness, disclosure and reporting requirements -- relief is time-limited and will expire upon four years from the effective date -- relief granted based on the particular facts and circumstances of the application with the objective of fostering capital raising by innovative businesses in Canada -- decision should not be viewed as precedent for other filers in the jurisdictions of Canada.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 & 74.
Multilateral Instrument 11-102 Passport System, s. 4.7.
OSC Rule 91-506 Derivatives: Product Determination, ss. 2 & 4.
OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.
December 22, 2025
As set out in Canadian Securities Administrators (CSA) Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets (Staff Notice 21-327) and Joint CSA/Investment Industry Regulatory Organization of Canada Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements (Staff Notice 21-329), securities legislation applies to crypto asset trading platforms (CTPs) that facilitate or propose to facilitate the trading of instruments or contracts involving crypto assets because the user's contractual right to the crypto asset may itself constitute a security and/or a derivative (Crypto Contract).
To foster innovation and respond to novel circumstances, the CSA has considered an interim, time-limited registration that would allow CTPs to operate within a regulated environment, with regulatory requirements tailored to the CTPs' operations. The overall goal of the regulatory framework is to ensure there is a balance between the need to be flexible and to facilitate innovation in the Canadian capital markets, while upholding the regulatory mandate of promoting investor protection and fair and efficient capital markets.
The Filer is currently registered in the category of investment dealer in all of the Applicable Jurisdictions (as defined below) and is a member of the Canadian Investment Regulatory Organization (CIRO). On January 1, 2024, Wealthsimple Investments Inc. and Wealthsimple Digital Assets Inc. (WDA) amalgamated to form the Filer. Prior to this amalgamation, the Filer applied for and received exemptive relief in a decision dated December 18, 2023 (the Prior Decision). Under the terms and conditions of the Prior Decision, the Filer has operated, and continues to operate, a platform (the Platform) that permits clients resident in Canada to enter into Crypto Contracts to purchase, hold, stake, sell, deposit, and withdraw crypto assets.
The Filer, recognizing that the Prior Decision will expire on January 1, 2026, has submitted an application to extend the relief in the Prior Decision in order to allow the Filer to continue operating the Platform.
This Decision has been tailored for the specific facts and circumstances of the Filer, and the securities regulatory authority or regulator in the Applicable Jurisdictions will not consider this Decision as constituting a precedent for other filers.
The securities regulatory authority or regulator in the Jurisdiction has received an application from the Filer (the Passport Application) for a decision under the securities legislation of the Jurisdiction (theLegislation) exempting the Filer from the prospectus requirements under the Legislation in respect of the Filer entering into Crypto Contracts with clients to purchase, hold, sell, deposit, withdraw, and stake Crypto Assets (as defined below) (the Prospectus Relief).
The securities regulatory authority or regulator in the Jurisdiction and each of the other jurisdictions referred to in Appendix A (collectively, the Coordinated Review Decision Makers) have received an application from the Filer (collectively with the Passport Application, the Application) for a decision under the securities legislation of those jurisdictions exempting the Filer from certain reporting requirements under the Local Trade Reporting Rules (as defined in Appendix A) (the Trade Reporting Relief, and together with the Prospectus Relief, the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a hybrid application):
(a) the Ontario Securities Commission is the principal regulator for the Application (the Principal Regulator),
(b) in respect of the Prospectus Relief, the Filer has provided notice that, in the jurisdictions where required, 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 (the Non-Principal Jurisdictions, and, together with the Jurisdiction, the Applicable Jurisdictions), and
(c) the decision in respect of the Trade Reporting Relief is the decision of the Principal Regulator and evidences the decision of each Coordinated Review Decision Maker.
Terms defined in National Instrument 14-101 Definitions, MI 11-102, Canadian securities legislation or the Prior 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:
1. The Filer is a corporation incorporated under the federal laws of Canada with its principal office in Toronto, Ontario.
2. The Filer is a registered dealer in the category of investment dealer with the Applicable Jurisdictions and is a member of CIRO.
3. The Filer is a wholly owned subsidiary of Wealthsimple Financial Corp. (WFC), a holding company that owns 100% of the issued and outstanding securities of two operating companies that are registered under applicable securities legislation in each of the provinces and territories of Canada, the other being Wealthsimple Inc. (WSI), a registered adviser in the category of portfolio manager.
4. The Filer currently operates two order execution only (OEO) platforms as a CIRO dealer under CIRO rules. The first is the Platform, which permits clients to enter into Crypto Contracts to purchase, hold, stake, sell, deposit, and withdraw Crypto Assets. The second platform offers self-directed accounts with access to Canadian and U.S. marketplaces for trading of equities, options contracts, exchange-traded funds and money market securities (the Securities Platform). The Filer also acts as an investment fund manager for certain funds managed by WSI.
5. The Platform enables clients to enter into Crypto Contracts to purchase, hold, stake, sell, deposit, and withdraw Crypto Assets through the Filer.
6. The Filer was granted relief from the trade reporting requirement and prospectus requirement in connection with the operation of the Platform, subject to certain terms and conditions in the Prior Decision. The Filer has applied for the Requested Relief as the relief granted in the Prior Decision expires on January 1, 2026 and the Filer wishes to continue operating the Platform.
7. The Filer makes the same representations as were made by the Filer in the Prior Decision, which remain true and complete to the extent not modified by the representations in this Decision.
8. Representation 2 of the Prior Decision is no longer accurate and is replaced with the following: The Filer is registered as a money services business under regulations made under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Money-Services Businesses Act (Quebec).
9. Representation 87 of the Prior Decision is no longer accurate and is replaced with the following: In addition to the insurance coverage available through Fireblocks for Crypto Assets held in its hot wallets, the Filer has obtained additional insurance to protect the Filer against the theft or loss of cryptocurrency owned, held in trust or managed by the Filer for its clients that results from unauthorised third-party access obtained through cyber-attack, hacking, phishing or other causes set out in the insurance policy. This additional insurance is provided by a syndicate of insurers comprised of Sompo International (Trisura Guarantee Insurance Company), Mosaic, Inigo, and Everest.
The Principal Regulator is satisfied that the Decision satisfies the test set out in the Legislation for the Principal Regulator to make the Decision and each Coordinated Review Decision Maker is satisfied that the Decision in respect of the Trade Reporting Relief, as applicable, satisfies the tests set out in the securities legislation of its jurisdiction for the Coordinated Review Decision Maker to make the Decision in respect of the Trade Reporting Relief, as applicable.
The Decision of the Principal Regulator under the Legislation is that the Prior Decision is revoked and the Requested Relief is granted, and the Decision of each Coordinated Review Decision Maker under the securities legislation in its jurisdiction is that the Trade Reporting Relief, as applicable, is granted, provided that:
(a) The Filer complies with all of the terms and conditions of the Prior Decision as if the Prior Decision had not been revoked, except in respect of conditions (d) and (y) of the Prior Decision.
(b) The Filer will only engage in the business of trading Crypto Contracts in relation to Crypto Assets that (i) are not securities or derivatives, or (ii) are Value-Referenced Crypto Assets that comply with the terms and conditions set out in Appendix B of this Decision.
(c) The Filer will ensure that the maximum amount of Crypto Assets, excluding Specified Crypto Assets, that a client, except those clients resident in Alberta, British Columbia, Manitoba, Québec, and Saskatchewan, may purchase and sell on the Platform (calculated on a net basis and is an amount not less than $0) in the preceding 12 months:
i. in the case of a client that is not an Eligible Crypto Investor, does not exceed a net acquisition cost of $30,000;
ii. in the case of a client that is an Eligible Crypto Investor, but is not an Accredited Crypto Investor, does not exceed a net acquisition cost of $100,000; and
iii. in the case of an Accredited Crypto Investor, is not limited.
(d) This Decision expires on the date that is four years from the date of this Decision.
(e) This Decision may be amended by the Principal Regulator upon prior written notice to the Filer in accordance with applicable securities legislation.
In respect of the Prospectus Relief
In respect of the Trade Reporting Relief
OSC File #: 2025/0537
In this Decision the "Local Trade Reporting Rules" collectively means each of the following:
(a) Part 3, Data Reporting of Ontario Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting (OSC Rule 91-507);
(b) Part 3, Data Reporting of Manitoba Securities Commission Rule 91-507 Trade Repositories and Derivatives Data Reporting (MSC Rule 91-507);
(c) Part 3, Data Reporting of Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan, and Yukon (MI 96-101).
(1) The Filer establishes that all of the following conditions are met:
(a) The Value-Referenced Crypto Asset references, on a one-for-one basis, the value of a single fiat currency (the reference fiat currency).
(b) The reference fiat currency is the Canadian dollar or United States dollar.
(c) The Value-Referenced Crypto Asset entitles a Value-Referenced Crypto Asset holder who maintains an account with the issuer of the Value-Referenced Crypto Asset to a right of redemption, subject only to reasonable publicly disclosed conditions, on demand directly against the issuer of the Value-Referenced Crypto Asset or against the reserve of assets, for the reference fiat currency on a one-to-one basis, less only any fee that is publicly disclosed by the issuer of the Value-Referenced Crypto Asset, and payment of the redemption proceeds within a reasonable period as disclosed by the issuer of the Value-Referenced Crypto Asset.
(d) The issuer of the Value-Referenced Crypto Asset maintains a reserve of assets that is:
(i) in the reference fiat currency and is comprised of any of the following:
1. cash;
2. 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 or the government of the United States;
3. securities issued by one or more Money Market Funds licensed, regulated or authorized by a regulatory authority in Canada or the United States of America; or
4. such other assets that the principal regulator of the Filer and the regulator or securities regulatory authority in each Canadian jurisdiction where clients of the Filer reside has consented to in writing;
(e) all of the assets that comprise the reserve of assets are:
(i) measured at fair value in accordance with Canadian GAAP for publicly accountable enterprises or U.S. GAAP at the end of each day;
(ii) held with a Qualified Custodian;
(iii) held in an account clearly designated for the benefit of the Value-Referenced Crypto Asset holders or in trust for the Value-Referenced Crypto Asset holders;
(iv) held separate and apart from the assets of the issuer of the Value-Referenced Crypto Asset 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 issuer other than the Value-Referenced Crypto Asset holders in their capacity as Value-Referenced Crypto Asset holders, will have recourse to the reserve of assets, in particular in the event of insolvency; and
(v) not encumbered or pledged as collateral at any time; and
(f) the fair value of the reserve of assets is at least equal to the aggregate nominal value of all outstanding units of the Value-Referenced Crypto Asset at least once each day.
(2) The issuer of the Value-Referenced Crypto Asset makes all of the following publicly available:
(a) details of each type, class or series of the Value-Referenced Crypto Asset, including the date the Value-Referenced Crypto Asset was launched and key features and risks of the Value-Referenced Crypto Asset;
(b) the quantity of all outstanding units of the Value-Referenced Crypto Asset and their aggregate nominal value at least once each business day;
(c) the names and experience of the persons or companies involved in the issuance and management of the Value-Referenced Crypto Asset, including the issuer of the Value-Referenced Crypto Asset, any manager of the reserve of assets, including any individuals that make investment decisions in respect of the reserve of assets, and any custodian of the reserve of assets;
(d) the quantity of units of the Value-Referenced Crypto Asset held by the issuer of the Value-Referenced Crypto Asset or any of the persons or companies referred to in paragraph (b) and their nominal value at least once each business day;
(e) details of how a Value-Referenced Crypto Asset holder can redeem the Value-Referenced Crypto Asset, including any possible restrictions on redemptions such as the requirement for a Value-Referenced Crypto Asset holder to have an account with the issuer of the Value-Referenced Crypto Asset and any criteria to qualify to have an account;
(f) details of the rights of a Value-Referenced Crypto Asset holder against the issuer of the Value-Referenced Crypto Asset and the reserve of assets, including in the event of insolvency or winding up;
(g) all fees charged by the issuer of the Value-Referenced Crypto Asset for distributing, trading or redeeming the Value-Referenced Crypto Asset;
(h) whether Value-Referenced Crypto Asset holders are entitled to any revenues generated by the reserve of assets;
(i) details of any instances of any of the following:
(i) the issuer of the Value-Referenced Crypto Asset has suspended or halted redemptions for all Value-Referenced Crypto Asset holders;
(ii) the issuer of the Value-Referenced Crypto Asset has not been able to satisfy redemption rights at the price or in the time specified in its public policies;
(j) within 45 days of the end of each month, an assurance report from a public accountant that is authorized to sign such a report under the laws of a jurisdiction of Canada or the United States of America, 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 issuer of the Value-Referenced Crypto Asset that the issuer of the Value-Referenced Crypto Asset has met the requirements in paragraphs (1)(c)-(f) as at the last business day of the preceding month and at least one randomly selected day during the preceding month;
(ii) the randomly selected day referred to in subparagraph (i) is selected by the public accountant and disclosed in the assurance report;
(iii) for each day referred to in subparagraph (i), management's assertion includes all of the following:
1. details of the composition of the reserve of assets;
2. the fair value of the reserve of assets in subparagraph (1)(e)(i);
3. the quantity of all outstanding units of the Value-Referenced Crypto Asset in paragraph (a);
(iv) the assurance report is prepared in accordance with the Handbook, International Standards on Assurance Engagements or attestation standards established by the American Institute of Certified Public Accountants;
(k) starting with the first financial year ending after December 1, 2023, within 120 days of the issuer of the Value-Referenced Crypto Asset's financial year end, annual financial statements of the issuer of the Value-Referenced Crypto Asset that comply with all of the following:
(i) the annual financial statements include all of the following:
1. a statement of comprehensive income, a statement of changes in equity and a statement of cash flows, each prepared for the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any;
2. a statement of financial position, signed by at least one director of the issuer of the Value-Referenced Crypto Asset, as at the end of the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any;
3. notes to the financial statements;
(ii) the statements are prepared in accordance with one of the following accounting principles:
1. Canadian GAAP applicable to publicly accountable enterprises;
2. U.S. GAAP;
(iii) the statements are audited in accordance with one of the following auditing standards:
1. Canadian GAAS;
2. International Standards on Auditing;
3. U.S. PCAOB GAAS;
(iv) the statements are accompanied by an auditor's report that,
1. if (iii)(1) or (2) applies, expresses an unmodified opinion,
2. if (iii)(3) applies, expresses an unqualified opinion,
3. identifies the auditing standards used to conduct the audit, and
4. is prepared and signed by a public accountant that is authorized to sign such a report under the laws of a jurisdiction of Canada or the United States of America.
(3) The Crypto Asset Statement includes all of the following:
(a) a prominent statement that no securities regulatory authority or regulator in Canada has evaluated or endorsed the Crypto Contracts or any of the Crypto Assets made available through the platform;
(b) a prominent statement that the Value-Referenced Crypto Asset is not the same as and is riskier than a deposit in a bank or holding cash with the Filer;
(c) a prominent statement that although Value-Referenced Crypto Assets may be commonly referred to as "stablecoins", there is no guarantee that the Value-Referenced Crypto Asset will maintain a stable value when traded on secondary markets or that the reserve of assets will be adequate to satisfy all redemptions;
(d) a prominent statement that, due to uncertainties in the application of bankruptcy and insolvency law, in the event of the insolvency of [Value-Referenced Crypto Asset issuer], there is a possibility that creditors of [Value-Referenced Crypto Asset issuer] would have rights to the reserve assets that could outrank a Value-Referenced Crypto Asset holder's rights, or otherwise interfere with a Value-Referenced Crypto Asset holder's ability to access the reserve of assets in the event of insolvency;
(e) a description of the Value-Referenced Crypto Asset and its issuer;
(f) a description of the due diligence performed by the Filer with respect to the Value-Referenced Crypto Asset;
(g) a brief description of the information in section (2) and links to where the information in that section is publicly available;
(h) a link to where on its website the issuer of the Value-Referenced Crypto Asset will disclose any event that has or is likely to have a significant effect on the value of the Value-Referenced Crypto Asset or on the reserve of assets;
(i) a description of the circumstances where the secondary market trading value of the Value-Referenced Crypto Asset may deviate from par with the reference fiat currency and details of any instances where the secondary market trading value of the Value-Referenced Crypto Asset has materially deviated from par with the reference fiat currency during the last 12 months on the Filer's platform;
(j) a brief description of any risks to the client resulting from the trading of a Value-Referenced Crypto Asset or a Crypto Contract in respect of a Value-Referenced Crypto Asset that may not have been distributed in compliance with securities laws;
(k) any other risks specific to the Value-Referenced Crypto Asset, including the risks arising from the fact that the Filer may not, and a client does not, have a direct redemption right with the issuer of the Value-Referenced Crypto Asset;
(l) a direction to the client to review the Risk Statement for additional discussion of general risks associated with the Crypto Contracts and Crypto Assets made available through the platform;
(m) a statement that the statutory rights in section 130.1 of the Act, and, if applicable, similar statutory rights under securities legislation of other Applicable Jurisdictions, do not apply in respect of the Crypto Asset Statement to the extent a Crypto Contract is distributed under the Prospectus Relief in this Decision;
(n) the date on which the information was last updated.
(4) If the Filer uses the term "stablecoin" or "stablecoins" in any information, communication, advertising or social media related to the Platform and targeted at or accessible by Canadian investors, the Filer will also include the following statement (or a link to the following statement when impractical to include):
"Although the term "stablecoin" is commonly used, there is no guarantee that the asset will maintain a stable value in relation to the value of the reference asset when traded on secondary markets or that the reserve of assets, if there is one, will be adequate to satisfy all redemptions."
(5) The issuer of the Value-Referenced Crypto Asset has filed an undertaking in substantially the same form as set out in Appendix B of CSA Notice 21-333 Crypto Asset Trading Platforms: Terms and Conditions for Trading Value-Referenced Crypto Assets with Clients (CSA SN 21-333) and the undertaking is posted on the CSA website.
(6) To the extent the undertaking referred to in section (5) of this Appendix includes language that differs from sections (1) or (2) of this Appendix, the Filer complies with sections (1) and (2) of this Appendix as if they included the modified language from the undertaking.
(7) The KYP Policy of the Filer requires the Filer to assess whether the Value-Referenced Crypto Asset or the issuer of the Value-Referenced Crypto Asset satisfies the criteria in sections (1), (2), (5) and (6) of this Appendix on an ongoing basis.
(8) The Filer has policies and procedures to facilitate halting or suspending deposits or purchases of the Value-Referenced Crypto Asset, or Crypto Contracts in respect of the Value-Referenced Crypto Asset, as quickly as is commercially reasonable, if the Value-Referenced Crypto Asset no longer satisfies the criteria in sections (1), (2), (5) and (6) of this Appendix.
(9) In this Appendix, terms otherwise not defined herein have the meanings set out in Appendix D of CSA SN 21-333.
ZLC Wealth Inc. and Quintessence Wealth
Under paragraphs 4.1(1) (a) and (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 acts as an officer, partner or director of another registered firm that is not an affiliate or is registered as a dealing, advising or associate advising representative of another registered firm. One registered firm is acquiring client accounts of another registered firm prior to the latter's surrender of its registration as a portfolio manager. The Filers have valid business reasons for the individual to be registered with both firms; the individual will have sufficient time to adequately serve both firms; and there are policies and procedures in place to handle any potential conflicts of interest. The firms are exempted from the prohibition in paragraphs 4.1(1)(a) and (b) for a limited time period.
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 22, 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), pursuant to section 15.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103), for an exemption from the restrictions in paragraphs 4.1(1)(a) and (b) of NI 31-103 to permit Jonathan McKinney (the Representative) to be registered as an advising representative of Q Wealth while also acting as the Ultimate Designated Person, Chief Compliance Officer, advising representative and director at ZLC for a limited period of time following the acquisition of all client accounts of ZLC by Q Wealth (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 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 in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec, Saskatchewan and Yukon.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filers:
ZLC
1. ZLC is a corporation existing under the laws of the Province of British Columbia with its head office in British Columbia. ZLC is registered as a portfolio manager and exempt market dealer (EMD) in Alberta, British Columbia, and Ontario. Its principal regulator is the British Columbia Securities Commission.
2. ZLC uses its portfolio manager category of registration to advise segregated managed accounts and its EMD category to serve non-discretionary EMD accounts.
3. ZLC is not in default of any requirement of securities legislation in any jurisdiction of Canada.
4. The Representative is a director of ZLC. He is also registered as its chief compliance officer and is an advising representative of ZLC.
5. Garry Zlotnick is the Ultimate Designated Person of ZLC.
Quintessence Wealth
6. Q Wealth is a partnership existing under the laws of the Province of Ontario with its head office in Ontario. Q Wealth is registered as a portfolio manager in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, Saskatchewan and Yukon, as an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Quebec and Saskatchewan, as an investment fund manager in Ontario, Quebec and Newfoundland and Labrador and as a Commodity Trading Manager in Ontario. Its principal regulator is the OSC.
7. Q Wealth uses its investment fund manager category of registration to manage the day-to-day operations of proprietary funds.
8. Q Wealth uses its exempt market dealer category of registration to engage in acts in furtherance of trades for business purposes.
9. Q Wealth uses its portfolio manager category of registration to provide investment advice to clients, including segregated managed accounts and investment funds.
10. Q Wealth uses its commodity trading manager category of registration to trade commodities in its propriety funds.
11. Q Wealth is not in default of any requirement of securities legislation in any jurisdiction of Canada.
12. Q Wealth has ongoing business model terms and conditions imposed on its registration since 2023.
The Transaction
13. The Filers are each independently owned and are not affiliates of one another.
14. The application for the Exemption Sought is made in relation to the transfer of all client accounts of ZLC to Q Wealth (the Transaction). In connection with the Transaction, the Representative is seeking registration as an advising representative of Q Wealth under the securities legislation of each of the jurisdictions where Q Wealth is registered.
15. The OSC provided its non-objection to the Transaction on December 11, 2025 thus allowing ZLC to initiate the transfer of client accounts in relation to the Transaction to Q Wealth (the Account Transfer Date). ZLC will transfer client accounts to Q Wealth in a timely manner.
16. Upon completion of the transfer or closure of all client accounts, ZLC will apply to surrender its registration as a portfolio manager.
Dual Registration
17. During the period from the Account Transfer Date to the date that the firm surrender of ZLC is accepted, ZLC and Q Wealth require the Representative to be:
(a) The Ultimate Designated Person, Chief Compliance Officer, director and advising representative of ZLC to facilitate the orderly wind-up of ZLC's registerable business and operations and ensure appropriate client account transfer; and
(b) an advising representative of Q Wealth, to provide services in relation to former clients of ZLC who will become clients of Q Wealth that are similar to the services he performed on behalf of ZLC.
18. After the Account Transfer Date, the Representative, as ZLC's director, Ultimate Designated Person and Chief Compliance Officer, will act in such capacity only to comply with regulatory requirements, including working to transfer ZLC's client accounts to Q Wealth or to another registered firm.
19. The Filers are aware that not all client accounts will be able to move from ZLC to Q Wealth at the same time and as such, some client accounts would be reassigned to the Representative on a temporary basis. In respect of each client account reassigned to the Representative on a temporary basis, the Representative will comply with all obligations set out in NI 31-103, including know your client, know your product and suitability determination requirements.
20. The Representative will have sufficient time and resources to adequately meet his obligations to each of ZLC and Q Wealth. The Chief Compliance Officer and Ultimate Designated Person of each Filer will ensure that the Representative has sufficient time and resources to adequately serve the respective Filer and its clients.
21. The Filers have in place policies and procedures to address any conflicts of interest that may arise as a result of the dual registration of the Representative. Following the transfer of its client accounts to Q Wealth, the activities of ZLC will be administrative in nature which should result in there being few, if any, conflicts of interest.
22. The Representative will be subject to supervision by, and the applicable compliance requirements of, both Filers.
23. Q Wealth has compliance and supervisory policies and procedures in place to monitor the conduct of its representatives, including the Representative, and to ensure Q Wealth can deal appropriately with any conflicts of interest that may arise in the best interest of clients.
24. Q Wealth will supervise the activities that the Representative will conduct on behalf of ZLC in the same way that it does other outside activities of its registered individuals, including by holding meetings regularly with him and obtaining regular status reports from him.
25. The relationship of the Filers and the fact that the Representative is dually registered with both Filers will be fully disclosed in writing to clients and prospective clients who deal with the Representative.
26. In the absence of the Exemption Sought, the Filers would be prohibited under paragraphs 4.1(1)(a) and 4.1(1)(b) of NI 31-103 from permitting the Representative to act as an advising representative, director and officer of ZLC while also acting as an advising representative of Q Wealth.
27. The Representative will act in the best interest 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. The Representative is subject to supervision by, and the applicable compliance requirements of, both Filers;
ii. The Chief Compliance Officer and Ultimate Designated Person of each Filer ensures that the Representative has sufficient time and resources to adequately service each Filer and its respective clients;
iii. 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 Representative in the best interest of clients;
iv. The relationship between the Filers and the fact that the Representative is dually registered with both of them is fully disclosed in writing to clients and prospective clients of each of them that deal with the Representative; and
v. The Exemption Sought expires on the date on which the registration of ZLC is revoked.
Application File #: 2025/0695
Go Residential Real Estate Investment Trust
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions -- issuer's operating business is carried on by limited liability company -- entity holds units in limited liability company which are exchangeable into and in all material respects the economic equivalent to the issuer's publicly traded trust units -- issuer may include entity's indirect interest in issuer when calculating market capitalization for the purposes of using the 25% market capitalization exemption for certain related party transactions -- relief granted subject to conditions.
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, ss. 5.5(a), 5.7(1)(a) and 9.1.
December 23, 2025
The principal regulator in the Jurisdiction has received an application (the "Application") from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer be granted an exemption pursuant to section 9.1 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") from the minority approval and formal valuation requirements under Part 5 of MI 61-101 relating to any related party transaction of the Filer entered into indirectly through GO Residential Operating LLC ("OpCo"), or a subsidiary entity (as such term is defined in MI 61-101) of OpCo, if that transaction would qualify for the transaction size exemptions set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 if the indirect equity interest in the Filer in the form of common units of OpCo (the "OpCo Units") held by unitholders other than the Filer or a subsidiary entity of the Filer (the "Investor OpCo Units") was included in the calculation of the Filer's market capitalization (collectively, the "Exemption Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the "OSC") is the principal regulator for the 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 Alberta, Saskatchewan, Manitoba, Québec and New Brunswick.
Terms defined in National Instrument 14-101 Definitions, MI 11-102 and MI 61-101 have the same meaning if used in this decision, unless otherwise defined herein.
This decision is based on the following facts represented by the Filer:
1. The Filer is an unincorporated, open-ended real estate investment trust established under the laws of the Province of Ontario. The Filer is governed pursuant to an amended and restated declaration of trust dated July 31, 2025 (as the same may be further amended and/or restated from time to time, the "Declaration of Trust").
2. The Filer's registered office is located at 199 Bay St., Suite 4000, Toronto, Ontario, M5L 1A9.
3. The Filer is a reporting issuer (or the equivalent thereof) in each province and territory of Canada and is not in default of any applicable requirements of the securities legislation thereunder.
4. On July 31, 2025 (the "Closing Date"), the Filer completed its initial public offering of 27,340,000 trust units of the Filer (the "REIT Units") pursuant to a final long form prospectus dated July 24, 2025 (the "Prospectus"). The OSC, as principal regulator, issued a receipt in respect of the Prospectus on July 24, 2025.
5. The Filer is authorized to issue: (a) an unlimited number of REIT Units, of which 33,396,667 are issued and outstanding as of November 28, 2025; and (b) 22,065,866.67 board voting units (the "BVUs"), subject to certain anti-dilution adjustments as set out in the Declaration of Trust, of which 22,065,866.67 are issued and outstanding as of the date hereof.
6. The REIT Units are listed and posted for trading on the Toronto Stock Exchange (the "TSX") in U.S. dollars under the symbol "GO.U". The BVUs are not listed or posted for trading on the TSX or any other marketplace. The BVUs are not equity securities (as such term is defined in MI 61-101) and have no economic entitlement in the Filer or in the distributions of the Filer apart from their redemption value, which is equal to the subscription price for the BVUs, being an aggregate of US$1,600,000 for all 22,065,866.67 BVUs. The BVUs are freely transferable and entitle the holders thereof to one vote per BVU with respect to the election of trustees of the Filer at any meeting of the unitholders of the Filer.
7. As of the date hereof, the Filer indirectly owns and operates a portfolio of five luxury high-rise multifamily properties, totalling 2015 residential suites, located in the borough of Manhattan, New York.
8. GO Residential Holdings Inc. ("Holdings"), a corporation incorporated under the laws of the State of Delaware, is a wholly-owned subsidiary of the Filer, and the Filer's sole material asset is its wholly-owned interest in Holdings.
9. OpCo is a limited liability company formed under the laws of the State of Delaware and governed by an amended and restated limited liability company agreement dated as of the Closing Date (as the same may be further amended and/or restated from time to time, the "Operating Agreement").
10. OpCo's registered office is located at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, USA. OpCo's head office is located at 80 Fifth Avenue, Suite 1201, New York, New York 10011, USA.
11. OpCo is authorized to issue: (a) an unlimited number of OpCo Units, of which 55,462,533.67 are issued and outstanding as of the date hereof; (b) an unlimited number of special units (the "OpCo Special Units"), of which 22,065,866.67 are issued and outstanding as of the date hereof; and (c) an unlimited number of profit interests, of which none are issued and outstanding as of the date hereof.
12. As of the date hereof: (a) the Filer (through Holdings) holds (i) 33,396,667 OpCo Units, representing an approximate 60.21% ownership interest in OpCo, and (ii) all 22,065,866.67 OpCo Special Units; and (b) holders of OpCo Units other than the Filer (through Holdings) hold an aggregate of 22,065,866.67 OpCo Units (being the Investor OpCo Units), representing an approximate 39.79% ownership interest in OpCo.
13. As of the date hereof: (a) Joshua Gotlib, Chief Executive Officer and Chief Investment Officer of the Filer, holds, or has control or direction over, (i) 5,053,993.695 OpCo Units, representing approximately 9.11% of the issued and outstanding OpCo Units, (ii) 11,032,933.33 BVUs, representing 50% of the issued and outstanding BVUs and approximately 19.89% of the available votes with respect to the election of trustees of the Filer, and (iii) 73,726 REIT Units; and (b) Meyer Orbach, Chair of the board of trustees of the Filer, holds, or has control or direction over, (i) 5,725,980.27 OpCo Units, representing approximately 10.32% of the issued and outstanding OpCo Units, (ii) 11,032,933.33 BVUs, representing 50% of the issued and outstanding BVUs and approximately 19.89% of the available votes with respect to the election of trustees of the Filer, and (iii) 850,000 REIT Units.
14. The Filer's interests in its portfolio of properties are held indirectly through Holdings and OpCo.
15. Neither OpCo nor Holdings is a reporting issuer (or the equivalent thereof) in any jurisdiction, and none of their respective securities are listed or posted for trading on any stock exchange or other market.
16. The Investor OpCo Units are, in all material respects, economically equivalent to the REIT Units on a per unit basis. Under the terms of the Operating Agreement:
(a) subject to the hold period applicable to the Investor OpCo Units, which expires 24 months from the Closing Date (or 180 days from the Closing Date in the case of certain OpCo Units), the Investor OpCo Units are redeemable by the holder thereof for either cash or REIT Units (on a one-for-one basis subject to customary anti-dilution adjustments), as determined by the non-member manager of OpCo and as directed by the Filer in its sole discretion;
(b) the holders of Investor OpCo Units are entitled to receive distributions from OpCo on the same per unit basis as holders of REIT Units;
(c) the Investor OpCo Units do not carry a voting right with respect to matters put before holders of REIT Units for a vote;
(d) transfers of Investor OpCo Units are generally not permitted, subject to limited exceptions (e.g. in connection with permitted pledges); and
(e) any additional rights attached to each OpCo Unit are customary rights associated with units of a limited liability company.
17. Pursuant to a right of first opportunity agreement dated as of the Closing Date (the "ROFO Agreement"), Joshua Gotlib, Meyer Orbach and their respective controlled affiliates (each, a "Restricted Party") must, among other things, present OpCo with the first opportunity to purchase all properties owned or identified by each Restricted Party that meet the Investment Criteria (as such term is defined in the ROFO Agreement), subject to certain exceptions.
18. It is anticipated that the Filer, indirectly through OpCo or a subsidiary entity of OpCo, may from time to time enter into transactions with certain related parties (as such term is defined in MI 61-101), including Restricted Parties pursuant to the ROFO Agreement who are related parties of the Filer for purposes of MI 61-101.
19. If Part 5 of MI 61-101 applies to a related party transaction by an issuer and the transaction is not otherwise exempt:
(a) the issuer must obtain a formal valuation of the transaction in a form satisfying the requirements of MI 61-101 prepared by an independent valuator; and
(b) the issuer must obtain approval of the transaction by disinterested holders of the affected securities of the issuer (together, the requirements in paragraphs (a) and (b) are referred to as the "Minority Protections").
20. A related party transaction that is subject to MI 61-101 may be exempt from the Minority Protections if, at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties (as such term is defined in MI 61-101), exceeds 25% of the issuer's market capitalization (the "Transaction Size Exemption").
21. The Filer may not be entitled to rely on the Transaction Size Exemption available under MI 61-101 from the requirements relating to related party transactions in MI 61-101 because the definition of "market capitalization" in MI 61-101 does not contemplate securities of another entity that are exchangeable into equity securities of the issuer.
22. The Investor OpCo Units represent part of the equity value of the Filer and provide each holder of the Investor OpCo Units with economic rights which are, in all material respects, equivalent to the REIT Units. Taken together, the effect of the redemption right of the holders of the Investor OpCo Units and the related right of the non-member manager of OpCo (as directed by the Filer in its sole discretion) to determine whether to pay cash or cause REIT Units to be issued in connection with the exercise of such redemption right is that a holder of Investor OpCo Units is entitled to receive only REIT Units, or the value of such REIT Units, upon the redemption of Investor OpCo Units pursuant to the terms of the Operating Agreement. Moreover, the economic interests that underlie the Investor OpCo Units are, in all material respects, identical to those underlying the REIT Units; namely, the assets held indirectly by OpCo.
23. If the Investor OpCo Units are not included in the market capitalization of the Filer for purposes of MI 61-101, the equity value of the Filer will be understated by the value of the Investor OpCo Units (currently being approximately 39.8%). As a result, related party transactions by the Filer may be subject to the Minority Protections in circumstances where the fair market value of the transactions are effectively less than 25% of the fully-diluted market capitalization of the Filer (for greater certainty, excluding any outstanding unit-based incentive awards).
24. Section 1.4 of MI 61-101 treats an operating entity of an "income trust", as such term is defined in National Policy 41-201 Income Trusts and Other Indirect Offerings ("NP 41-201"), on a consolidated basis with its parent trust entity for the purpose of determining which entities are related parties of the issuer and to what transactions MI 61-101 should apply. Section 1.2 of NP 41-201 provides that references to an "income trust" refer to a trust or other entity (including corporate and non-corporate entities) that issues securities which provide for participation by the holder in net cash flows generated by an underlying business owned by the trust or other entity. Therefore, it is consistent with MI 61-101 that the Investor OpCo Units should be treated on a consolidated basis for the purposes of the Transaction Size Exemption.
25. The inclusion of the Investor OpCo Units when determining the Filer's market capitalization pursuant to MI 61-101 is consistent with the logic of including unlisted equity securities of the issuer which are convertible into listed securities of the issuer in determining an issuer's market capitalization in that both are securities that are considered part of the equity value of the issuer whose value is measured on the basis of the listed securities into which they are convertible or exchangeable.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
(a) the applicable transaction would qualify for the Transaction Size Exemption contained in MI 61-101 if the Investor OpCo Units were considered equity securities of the Filer that were convertible into REIT Units;
(b) the applicable transaction is made in compliance with the rules and policies of the TSX or such other exchange upon which the Filer's securities trade;
(c) there is no material change to the terms of the OpCo Units, including the redemption rights associated with the Investor OpCo Units, as described above and in the Declaration of Trust and the Operating Agreement, whether by amendment to such documents, contractual agreement or otherwise; and
(d) any material change report filed in respect of a related party transaction in which the Exemption Sought is applicable and the annual information form or equivalent of the Filer that is filed or required to be filed in accordance with applicable Canadian securities laws contain the following disclosure, with any immaterial modifications as the context may require:
"Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") provides a number of circumstances in which a transaction between an issuer and a related party may be subject to formal valuation and minority approval requirements under MI 61-101. An exemption from such requirements is available when the fair market value of the transaction does not exceed 25% of the market capitalization of the issuer. GO Residential Real Estate Investment Trust (the "REIT") has been granted exemptive relief from the requirements of MI 61-101 that, subject to certain conditions, permits it to be exempt from the minority approval and formal valuation requirements for transactions that would have a value of less than 25% of the REIT's market capitalization if the redeemable common units of GO Residential Operating LLC (the "OpCo Units") held by unitholders other than the Filer or a subsidiary entity of the Filer are included in the calculation of the REIT's market capitalization for purposes of MI 61-101. As a result, the 25% threshold, above which the minority approval and formal valuation requirements would apply, is increased to include the approximately [(]% indirect equity interest in the form of OpCo Units held by unitholders other than the Filer or a subsidiary entity of the Filer."
Queensbury Strategies Inc. and Monarch Wealth Corporation
Multilateral Instrument 11-102 Passport System, National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements in relation to the bulk transfer of business locations and registered individuals in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109, as a result of an asset acquisition.
December 16, 2025
The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") for relief from sections 2.2, 2.3, 2.5, 3.2 and 4.2 pursuant to section 7.1 of National Instrument 33-109 Registration Information ("NI 33-109") to allow the bulk transfer (the "Bulk Transfer") of "permitted individuals" and "registered individuals" (as such terms are defined in NI 31-109) of QSI to MWC, both being wholly owned indirect subsidiaries of EXOS Wealth Systems Inc. ("EXOS"), on or about January 1, 2026 (the "Amalgamation Date") in accordance with section 3.4 of the Companion Policy to NI 33-109 (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 Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon by the Filers and MWC in each of the other provinces of Canada.
Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
The decision is based on the following facts represented by the Filers:
The Amalgamation
1. QSI and MWC are each wholly-owned indirect subsidiaries of EXOS.
2. QSI is a corporation incorporated under the laws of Ontario. QSI is registered as a Mutual Fund Dealer in Alberta, British Columbia, Ontario and Quebec and is also registered as an Exempt Market Dealer in Ontario. QSI has its registered office located at 11 King Street West, Suite 300, Toronto, ON, M5H 4C7. QSI is a member of the Canadian Investment Regulatory Organization ("CIRO") and its national registration database number is 4200.
3. MWC is a corporation incorporated under the laws of Canada and is a Mutual Fund Dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, Saskatchewan and an Exempt Market Dealer in Alberta, British Columbia, New Brunswick and Ontario. MWC has its registered office located at 200-5090 Explorer Drive, Mississauga, ON, L4W 4T9. MWC is a member of CIRO and its national registration database number is 1400.
4. QSI has approximately 31 registered and permitted representatives carrying on business in the Jurisdiction (the "Registrants").
5. The Filers and MWC are not in default of any requirement of securities legislation in any province or territory of Canada.
6. For various business reasons, on or about January 1, 2026, QSI and MWC intend to amalgamate (the "Amalgamation"). It is anticipated that the Amalgamation will be effected under the Business Corporations Act (Canada) as a horizontal short form amalgamation. As such, after the Amalgamation, the QSI and MWC will continue as a single legal entity with the name "Monarch Wealth Corporation" (the "Amalgamated Corporation") and will continue to be a wholly owned indirect subsidiary of EXOS. As such there will be no change of control over the Amalgamated Corporation.
7. The head office of the Amalgamated Corporation will be the same as the current head office location of MWC. QSI's physical office will remain as currently operated. The principal regulator of the Amalgamated Corporation will be the OSC.
8. The Amalgamated Corporation will operate under MWC's registration and the registration of QSI will be surrendered. Accordingly, the registrations of all Registrants must be transferred to MWC's registration on the Amalgamation Date.
Submissions in support of the exemption
9. Effective as of the Amalgamation Date, all activities currently conducted by QSI and MWC will be under the responsibility of the Amalgamated Corporation. The Amalgamated Corporation will conduct the same operations, essentially in the same manner as before the Amalgamation with QSI's compliance and systems transitioning to match MWC's current operations.
10. Subject to obtaining the Exemption Sought, no disruption in the services provided by the Registrants to clients is anticipated as a result of the Amalgamation.
11. The Exemption Sought will not have any negative consequences on the ability of the Filers, MWC or the Amalgamated Corporation to comply with any applicable regulatory requirements or their ability to satisfy any of their obligations in respect of their clients.
12. Given the number of Registrants to be transferred from QSI to the Amalgamated Corporation on the Amalgamation Date, it would be unduly time consuming and difficult to transfer each of the Registrants through the National Registration Database in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted.
13. QSI and MWC are registered in the same category of registration, and MWC is registered in the same jurisdictions as QSI (in addition to other jurisdictions), thereby affording the opportunity to seamlessly transfer the Registrants to the Amalgamated Corporation on the Amalgamation Date by way of Bulk Transfer.
14. Clients of QSI who will be transferred to the Amalgamated Corporation will be given prior notice of the transfer in compliance with the directions and requirements of CIRO.
15. At the time of the Bulk Transfer, the Registrants will be the only registered individuals of QSI. Accordingly, the transfer of the Registrants on the Amalgamation Date by means of the Bulk Transfer can be implemented without any significant disruption to the activities of the Registrants, the Filers, MWC or the Amalgamated Corporation.
16. Allowing the Bulk Transfer of the Registrants to occur on the Amalgamation Date will benefit (and have no detrimental impact on) the clients of the QSI and MWC by facilitating seamless service on the part of the Registrants, the Filers, MWC and the Amalgamated Corporation.
17. The Exemption Sought complies with the requirements of, and the reasons for, a bulk transfer as set out in Section 3.4 of the Companion Policy to NI 33-109 and Appendix D thereto and is similar to previous exemptions granted in similar circumstances.
18. The Bulk Transfer will not be prejudicial to the public interest and will have no negative consequence on the ability of the Filers or MWC to comply with all applicable regulatory requirements or the ability to satisfy any obligations to their clients.
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.
OSC File #: 2025/0666
Application for a decision to exempt a money services business (MSB) from the dealer registration and prospectus requirements in connection with certain distributions of and trades in over-the-counter (OTC) derivatives that are made by the filer with a "permitted counterparty" or an "eligible derivatives party" -- "permitted counterparty" defined to mean "permitted client" as defined in Section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations -- "eligible derivatives party" as defined in section 1.1 of National Instrument 93-101 Derivatives: Business Conduct (NI 93-101) -- exemption sought as an interim response to current regulatory uncertainty associated with the regulation of OTC derivatives, pending the development by the Canadian Securities Administrators (the CSA) of a uniform framework for the regulation of OTC derivatives in all provinces and territories of Canada -- Decision includes terms and conditions of relief that are based on the regulatory framework for derivatives firms set out in NI 93-101 and the proposed derivatives registration rule being developed by the CSA and a "sunset date" that is date that is the earlier of: (i) the date that is four years after the date of the Decision; (ii) 90 days after the date of registration of the filer under securities, commodity futures or derivatives legislation in Canada, and (iii) the coming into force in the jurisdiction of legislation or a rule that specifically governs dealer, adviser or other registration requirements applicable to market participants in connection with OTC derivative transactions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 1.1 ("permitted client").
National Instrument 93-101 Derivatives: Business Conduct and Proposed National Instrument 93-102 Derivatives: Registration ("eligible derivatives party", "commercial hedger" and "eligible commercial hedger").
December 22, 2025
The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) that the Filer and its officers, directors and representatives be exempt from:
(a) the dealer registration requirement (the Dealer Registration Relief), and
(b) the prospectus requirement (the Prospectus Relief),
in the Legislation in respect of distributions of or other trades in OTC Derivatives (as defined below) in connection with the Filer's foreign exchange risk management and payment services business (the Filer's FX Business) made by:
i. the Filer to or with a Permitted Counterparty (as defined below) or an Eligible Derivatives Party (as defined below), and
ii. a Permitted Counterparty or an Eligible Derivatives Party to or with the Filer,
as the case may be, subject to the terms and conditions below (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
1. the Ontario Securities Commission (the OSC) is the principal regulator for the Application; and
2. the Filer has provided notice that, in the case of the Dealer Registration Relief and, in the jurisdictions where required, the Prospectus Relief, section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island and Yukon (collectively, with Ontario, the Applicable Jurisdictions).
Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
In this decision, the following terms have the following meanings:
Clearing Corporation means an association or organization through which Options or futures contracts are cleared and settled;
Client means a client of the Filer for the purposes of entering into OTC Derivative transactions;
Commercial Hedger has the meaning ascribed to that term in section 1.1 of NI 93-101;
Eligible Commercial Hedger has the meaning ascribed to that term in section 1.1 of NI 93-101;
Eligible Derivatives Party has the meaning ascribed to that term in section 1.1 of NI 93-101;
Forward Contract means an agreement, not entered into or traded on or through an organized market, stock exchange or futures exchange and cleared by a Clearing Corporation, to do one or more of the following on terms or at a price established by or determinable by reference to the agreement and at or by a time established by or determinable by reference to the agreement:
(a) make or take delivery of the Underlying Interest of the agreement; or
(b) settle in cash instead of delivery.
NI 31-103 means National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;
NI 93-101 means National Instrument 93-101 Derivatives: Business Conduct;
OSA means the Securities Act (Ontario);
OTC Derivative means one or more of, or any combination of, an Option, a Forward Contract, or any instrument of a type commonly considered to be a derivative, in which:
(a) the agreement relating to, and the material economic terms of, the Option, Forward Contract, swap, or other instrument have been customized to the purposes of the parties to the agreement and the agreement is not part of a fungible class of agreements that are standardized as to their material economic terms;
(b) the creditworthiness of a party having an obligation under the agreement would be a material consideration in entering into or determining the terms of the agreement; and
(c) the agreement is not entered into or traded on or through an organized market, stock exchange or futures exchange.
Option means an agreement that provides the holder with the right, but not the obligation, to do one or more of the following on terms or at a price determinable by reference to the agreement at or by a time established by the agreement:
(a) receive an amount of cash determinable by reference to a specified quantity of the Underlying Interest of the Option;
(b) purchase a specified quantity of the Underlying Interest of the Option; or
(c) sell a specified quantity of the Underlying Interest of the Option.
OTC Derivative means one or more of, or any combination of, an Option, a Forward Contract, or any instrument of a type commonly considered to be a derivative, in which:
(a) the agreement relating to, and the material economic terms of, the Option, Forward Contract, swap, or other instrument have been customized to the purposes of the parties to the agreement and the agreement is not part of a fungible class of agreements that are standardized as to their material economic terms;
(b) the creditworthiness of a party having an obligation under the agreement would be a material consideration in entering into or determining the terms of the agreement; and
(c) the agreement is not entered into or traded on or through an organized market, stock exchange or futures exchange.
Permitted Counterparty means a person or company that is a "permitted client", as that term is defined in section 1.1 of NI 31-103; and
Underlying Interest means, for a derivative, the commodity, interest rate, actual or anticipated commercial or financial foreign currency asset or liability, foreign exchange rate, security, economic indicator, index, basket, benchmark or other variable, or another derivative, and, if applicable, any relationship between, or combination of, any of the foregoing, from or on which the market price, value or payment obligations of the derivative are derived or based.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is incorporated under the Business Corporations Act (Alberta).
2. The Filer is a privately held entity. It is a wholly-owned subsidiary of Mark Lane Inc., a Delaware corporation.
3. The Filer has not yet commenced its business operations.
4. The Filer intends to be engaged predominantly in the business of offering global payments and currency exchange services in Canada.
5. As part of the services the Filer intends to offer, the Filer will market various financial products that allow businesses and, in some cases, individuals to hedge specific risks, including the risk of currency value fluctuations and to send and receive international payments. Such products include foreign currency Forward Contracts and Options.
6. The Filer is registered as a Money Services Business (MSB) under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (PCMLTFA) and associated regulations. As an MSB, the Filer fully complies with anti-money laundering and anti-terrorist financing laws and regulations in Canada and, in particular, the guidelines produced by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC).
7. The Filer is licensed as an MSB in the categories of currency exchange and fund transfer under the Money-services Businesses Act (Quebec) (MSBA). As an MSB, the Filer fully complies with the disclosure, record-keeping and client identification requirements applicable to an MSB in Quebec.
8. The Filer has submitted an application to be registered as a Payment Service Provider (PSP) under the Retail Payment Activities Act (Canada) (RPAA). As a PSP, the filer complies with the risk management and incident response, safeguarding, reporting and record-keeping requirements applicable to a PSP, in particular, the guidelines produced by the Bank of Canada.
9. The Filer is not registered under the securities, commodity futures or derivatives legislation of any of the provinces or territories of Canada in any capacity.
10. The Filer intends to offer foreign exchange and payment services to businesses and, in some cases, individuals in all provinces and territories of Canada.
11. In respect of the provinces outside of the Jurisdiction, Quebec, Newfoundland and Labrador and Prince Edward Island, the Filer relies on exemptions for trading in OTC Derivatives with "Qualified Parties" set out in the following instruments:
Alberta
ASC Blanket Order 91-507 Over-the-Counter Trades in Derivatives
British Columbia
Blanket Order 91-501 Over-the-Counter Derivatives
Manitoba
Blanket Order 91-501 Over-the-Counter Trades in Derivatives
New Brunswick
Local Rule 91-501 Derivatives
Nova Scotia
Blanket Order 91-501 Over the Counter Trades in Derivatives
Saskatchewan
General Order 91-908 Over-the-Counter Derivatives
12. In Quebec, the Filer relies on the exemption for trading in OTC Derivatives with "accredited counterparties" set out in section 7 of the Derivatives Act (Quebec).
13. The Filer is seeking the Requested Relief in the Applicable Jurisdictions in connection with the Application because the OSC and the regulators in the other Applicable Jurisdictions have not adopted blanket orders or local rules comparable to the above instruments and there is no comparable exemption in the OSA or the securities legislation of the other Applicable Jurisdictions. Rather, the Filer understands that the OSC has historically considered applications for exemptive relief by firms seeking to trade OTC Derivatives on a case-by- case basis, pending the development of modernized derivatives business conduct and registration rules.
14. The Filer intends to enter into OTC Derivatives with counterparties in all provinces and territories of Canada which meet certain internally specified criteria and can demonstrate conclusively that they are hedging actual or anticipated commercial risks associated with fluctuations in the exchange rate between currencies.
15. The Filer intends to enter into arrangements for OTC Derivatives transactions with counterparties in the Applicable Jurisdictions consistent with all the requirements of the Terms and Conditions of the Relief.
16. The Filer does not and will not offer OTC Derivatives linked to bitcoin, ether or anything commonly considered a crypto asset, digital or virtual currency, or other novel or emerging asset classes to its Clients in the Applicable Jurisdictions.
17. The Filer is not in default of securities, commodity futures or derivatives legislation in any province or territory of Canada.
18. OSC staff have advised the Filer that OTC Derivatives may, depending on the nature of the contract, the manner in which it is offered, the nature of the Client, and the manner in which the underlying or reference asset is delivered or custodied, constitute or involve "securities" and "derivatives" for the purposes of Ontario securities law.
19. In support of this view, OSC staff have referred the Filer to the following guidance and caselaw by the OSC and the Canadian Securities Administrators (CSA):
• OSC Staff Notice 91-702 Offerings of Contracts for Difference and Foreign Exchange Contracts to Investors in Ontario (OSC Staff Notice 91-702) and the cases cited therein, including Pacific Coast Coin Exchange v. Ontario (Securities Commission) and subsequent exemptive relief decisions that have granted exemptive relief to investment dealers based on the guidance in OSC Staff Notice 91-702;
• CSA Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets;
• Commission and Court decisions involving online trading platforms and evidence of ownership of a commodity, including "warehouse receipts", for investment or speculative purposes;
• OSC guidance in the Companion Policy to OSC Rule 91-506 Derivatives: Product Determination (OSC Rule 91-506) on when a foreign exchange derivative may be considered to qualify for the "spot currency exclusion" in s. 2(1)(c) of OSC Rule 91-506; and
• Recent exemptive relief decisions involving MSBs, including Re Cambridge Mercantile Corp. dated August 8, 2023 (2023), 46 OSCB 6757 and Re MTFX Inc. dated February 14, 2025 (2025), 48 OSCB 1713.
20. OSC staff have also advised the Filer that as rules are developed and implemented by the CSA that are specifically tailored to over-the-counter derivatives, the Filer will be subject to those rules or instruments in respect of the Filer's trades in OTC Derivatives with Clients.
21. On April 19, 2018, the CSA published a Notice and Request for Comment on the Proposed National Instrument 93-102 Derivatives: Registration (Proposed NI 93-102). On September 28, 2024, NI 93-101 took effect. NI 93-101 and Proposed NI 93-102 together are intended to implement a comprehensive regime for the regulation of persons or companies that are in the business of trading or advising on derivatives.
22. The Filer proposes that the transactions it will enter into with Clients will be bilateral OTC Derivative transactions with counterparties located in the Applicable Jurisdictions that consist exclusively of persons or companies that are Permitted Counterparties and Eligible Derivatives Parties. The Filer understands that the Permitted Counterparties and Eligible Derivatives Parties would be entering into the OTC Derivative transactions for hedging purposes and not for speculative or investment purposes.
23. The Underlying Interest of the OTC Derivatives to be entered into between the Filer and a Permitted Counterparty or an Eligible Derivatives Party will consist of an actual or anticipated commercial or financial foreign currency asset or liability.
24. The Filer may provide early settlement limits and mark-to-market (MTM) limits before requiring margin or collateral, and may require a Client to deposit margin or collateral with the Filer in respect of its obligations in connection with an OTC Derivative transaction that is out of the money (OTM), as a means of managing the MTM risk that the Filer faces with Clients on OTM positions (where the MTM value of the OTC Derivative reflects a credit exposure to the Filer). A Client will be credit risk assessed to determine the maximum MTM exposure acceptable to the Filer. If the MTM exposure of a Client which is subject to margin terms exceeds the acceptable MTM limit, they will be required to post additional collateral (or variation margin) to the Filer in order to maintain their position in the OTC Derivative.
25. Since Clients are not entering into OTC Derivatives transactions for speculative purposes, the Filer may stipulate a threshold amount in its contracts, which is the reference value of the MTM exposure of the OTC Derivative above which collateral has to be posted to the Filer. Higher credit risk Clients may additionally be required to post initial margin at the outset of an OTC Derivative transaction, as an extra cushion of support to protect the Filer against unexpected credit and operational risks. These risks can include problems such as operational error, large changes in MTM value of an OTC Derivative, as well as delays in receiving collateral.
26. The Filer seeks the Requested Relief as an interim solution, pending the development of a uniform framework for the regulation of OTC Derivative transactions in all provinces and territories of Canada.
27. The Filer acknowledges that the definitions of the terms "security" and "derivative" in the OSA are broad and agrees that Clients could benefit from the protection of additional risk disclosure delivered in connection with the exemption order. Accordingly, the Filer is willing to electronically deliver or make available an information statement or other offering document to Clients in order to more fully explain the structure, features and risks of the Filer's OTC Derivatives, as more fully set out in Appendix A.
28. The Requested Relief would provide the Filer and its Clients additional certainty with respect to characterization of OTC Derivative transactions in Canada, by permitting these parties to enter into OTC Derivative transactions in reliance upon exemptions from the dealer registration and prospectus requirements of the securities legislation of the Jurisdiction and each Applicable Jurisdiction on the basis of certain terms and conditions that are set forth in Proposed NI 93-102.
29. If the Requested Relief is granted, the Filer will comply with the terms and conditions of the Requested Relief including the Risk Mitigation Terms and Conditions in Appendix A (collectively, the Terms and Conditions of the Relief).
30. The Filer acknowledges that the scope of the Requested Relief and the Terms and Conditions of the Relief may change as a result of developments in international and domestic capital markets or the Filer's activities, or as a result of any changes to the laws in the Applicable Jurisdictions affecting trading in derivatives, commodity futures contracts, commodity futures options or securities.
31. The Filer acknowledges that it is or will become, as a result of the Decision, a "market participant" for the purposes of the OSA. For the purposes of the OSA, and as a market participant, the Filer is required by subsection 19(1) of the OSA to: (i) keep such books, records and other documents as are necessary for the proper recording of its business transactions and financial affairs, and the transactions that it executes on behalf of others; and (ii) keep such books, records and documents as may otherwise be required under Ontario securities law.
32. For the purposes of its compliance with subsection 19(1) of the OSA, the Filer keeps, and will continue to keep, books and records that comply with the applicable recordkeeping requirements in NI 93-101.
33. In respect of the OTC Derivative transactions, the Filer complies with any applicable OTC Derivatives-specific trade reporting rules and instruments in effect in the provinces and territories of Canada, including the following:
(a) The derivatives trade reporting rules (including OSC Rule 91-507 Derivatives: Trade Reporting);
(b) The fee rule (OSC Rule 13-502 Fees), specifically Part 6 "Derivatives Participation Fees";
(c) The derivatives business conduct rule (National Instrument 93-101 Derivatives: Business Conduct);
(d) The mandatory clearing rule (National Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives); and
(e) The segregation and portability rule (National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions.
34. The Filer does not and will not operate a "marketplace" as that term is defined in National Instrument 21-101 Marketplace Operation and in Ontario, subsection 1(1) of the OSA.
35. The Filer represents that the third-party derivatives training courses which are currently available are not well-suited to the nature of the Filer's FX Business. Such courses cover a wide variety of products and asset classes (including exchange-traded products), whereas the Filer's business is limited to spot foreign exchange contracts, Forward Contracts and Options, used solely for commercial hedging purposes.
36. In order to ensure that any newly-hired individual dealers of the Filer have the proficiency required to carry out the Filer's FX Business, the Filer has developed an internal training program, focused on understanding the technical functions of the trading platform, the risks and obligations resulting from OTC Derivatives trading, the function of derivatives markets and the policies and procedures implemented by the Filer.
37. The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
38. The decision of the principal regulator is that the Requested Relief is granted, provided that:
(a) the Filer takes reasonable steps and documents such steps in writing to ensure that the Filer solicits and transacts in OTC Derivatives only with Clients in the Applicable Jurisdictions that are Permitted Counterparties or Eligible Derivatives Parties;
(b) in the case of a Client that is (i) an Eligible Derivatives Party and (ii) an individual or an Eligible Commercial Hedger, the Filer obtains a written waiver from the Client as contemplated by section 8(2)(a) of NI 93-101;
(c) in the case of a Client that is an individual and an Eligible Commercial Hedger, the Filer identifies and documents the nature of the Client's business and the related commercial risks that the Client is hedging as contemplated by section 8(2)(b) of NI 93-101;
(d) the Filer conducts all OTC Derivatives transactions with Clients in compliance with NI 93-101 and the Terms and Conditions of the Relief;
(e) the Filer remains in compliance with the requirements of the PCMLTFA, the MSBA, the RPAA and FINTRAC that apply to the Filer;
(f) the Filer has furnished to the Principal Regulator the name and principal occupation of its officers and directors, together with the personal information form and authorization of indirect collection, use and disclosure of personal information provided for in Form 33-109F4 of National Instrument 33-109 Registration Information completed by any officer or director;
(g) the Filer will not provide advice or make a recommendation to a Client or prospective Client in relation to securities or derivatives, other than in connection with the Filer's FX Business and in accordance with NI 93-101 and the Terms and Conditions of the Relief. For clarity, the Filer may provide general information through its website or other marketing materials about the merits of a foreign exchange transaction provided the general advice is fair, balanced and not misleading, and the Filer may provide Clients with risk management advice and recommendations incidental to its foreign exchange products in accordance with NI 93-101 and the Terms and Conditions of the Relief. The Filer will not operate a managed account as that term is defined in section 1.1 of NI 93-101;
(h) the Filer shall 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 Client to be material;
(i) the Filer shall promptly inform the Principal Regulator in writing if it intends to offer any products that are not listed in representation 5 of this decision and shall update the product descriptions and Risk Disclosure Document (defined below) accordingly;
(j) the Filer shall 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 Derivatives;
(k) the Filer shall promptly inform the Principal Regulator in writing of the issuance of an order or decision by a court, a commission or other similar regulatory body in or outside of Canada that suspends or terminates the ability of the Filer to trade OTC Derivatives;
(l) the Requested Relief shall immediately expire upon the earliest of
(i) four years from the date that this Decision is issued;
(ii) 90 days after the date of registration of the Filer under securities,
(iii) commodity futures or derivatives legislation in any jurisdiction of Canada; and
(iv) the coming into force in the Jurisdiction of legislation or a rule that specifically governs dealers, advisers, or other registration requirements applicable to market participants in connection with OTC Derivative transactions
(the Interim Period).
In respect of the Requested Relief:
OSC File #: 2025/0616
1. NI 93-101 was published on September 28, 2023, and became effective on September 28, 2024. NI 93-101 establishes a market conduct regime that is tailored for over-the-counter (OTC) derivatives markets and is substantially harmonized within Canada.
2. NI 93-101 applies a two-tiered framework to regulate business conduct in the OTC derivatives markets in Canada, as follows:
(a) certain obligations apply in all cases when a derivatives firm is dealing with or advising a derivatives party, regardless of the level of sophistication or financial resources of the derivatives party; and
(b) certain additional obligations
(i) apply if the derivatives firm is dealing with or advising a derivatives party that is not an eligible derivatives party (i.e., referred to in NI 93-101 as a non-eligible derivatives party); and
(ii) apply but may be waived if the derivatives firm is dealing with or advising a derivatives party that is an eligible derivatives party that is an individual or a specified commercial hedger.
3. The Filer acknowledges that it is subject to NI 93-101 and agrees to comply with any applicable obligations in the rule, including but not limited to:
Section 9 -- Fair dealing
Section 10 -- Conflicts of interest
Section 11 -- Know your derivatives party
Section 12 -- Handling complaints
Section 13 -- Tied selling
Section 14 -- Derivatives-party-specific needs and objectives
Section 15 -- Suitability
Section 16 -- Permitted referral arrangement
Section 19 -- Relationship disclosure information
Section 20 -- Pre-transaction disclosure
Section 28 -- Content and delivery of transaction information
Section 29 -- Derivatives party statements
Section 36 -- Form, accessibility and retention of records.
For clarity, certain of the requirements noted above shall not be applicable if the Filer is in compliance with Section 8 of NI 93-101.
Risk Disclosure Document
4. The Filer will, prior to a Client's first OTC Derivatives Transaction with the Filer, and as part of the account-opening process, 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 Filer will provide the Risk Disclosure Document to all Clients. The Risk Disclosure Document will include a plain language description of the structure, features and risks of the OTC Derivative, and the potential risks to the Client in the event of the bankruptcy or insolvency of the Filer.
5. The Risk Disclosure Document will clearly explain, in plain language, that the Filer is not registered under the securities, commodity futures or derivatives laws of any jurisdiction of Canada and that client assets are not protected under the Canadian Investor Protection Fund (CIPF) the U.S. Securities Investor Protection Corporation, or equivalent protections.
6. Prior to each Client's first OTC Derivatives Transaction, the Filer will also obtain a written or electronic acknowledgement from such new Client confirming that such new Client has received, read and understood the Risk Disclosure Document. Such acknowledgment will be separate from and prominent among other acknowledgements provided by the Client as part of the account-opening process.
7. The Filer will ensure that the Risk Disclosure Document to be provided to the Filer's Clients includes a reference to and a copy of or link to this Decision.
8. The Filer will include in the Risk Disclosure Document disclosure that clearly explains, in plain language, that the Filer is not a registered dealer in any jurisdiction in Canada and as such is not required to make available to Clients the services of an independent dispute resolution or mediation service such as the Ombudsman for Banking Services and Investments.
Proficiency
9. The Filer will ensure that each of its Dealers has the appropriate education, training, and experience that a reasonable person would consider necessary to perform the activity competently, including understanding the structure, features, and risks of each OTC Derivative that the Dealer transacts.
Restriction on lending
10. In connection with the Filer's OTC Derivatives business, except as described in paragraphs 24 and 25, inclusive, of the Decision, the Filer will not lend money, extend credit or provide margin to a Client.
Restriction on advising or managed accounts
11. The Filer is not registered to provide advice in relation to investments involving securities or derivatives. Accordingly, except as described below, the Filer will not advise a Client or prospective Client about the merits of an investment in securities or derivatives or recommend or represent that an investment in securities or derivatives is a suitable investment for the Client or prospective Client.
12. For clarity, the Filer may provide general information through its website or other marketing materials about the Filer's views as to the merits of a foreign exchange transaction or strategy provided such advice is fair, balanced and not misleading and the advice is not directed at or tailored to the needs of the particular person or company receiving the information, and the Filer may provide Clients with risk management advice and recommendations as to foreign exchange products or strategies for hedging purposes relative to the Client's specific circumstances and objectives.
13. The Filer will not operate a managed account as that term is defined in section 1.1 of NI 93-101.
Restriction on contracts linked to novel or emerging asset classes
14. The Filer will not offer OTC Derivatives linked to bitcoin, ether, cryptocurrencies or other novel or emerging asset classes, or options or other derivatives thereon, to Clients in the Applicable Jurisdictions without the prior written consent of the Principal Regulator in the Jurisdiction or the relevant regulator in the other Applicable Jurisdictions.
Custody of Client Collateral
15. The Filer will hold assets equal to the total value of a Client's Client Collateral in respect of a Client in an Applicable Jurisdiction:
(a) segregated from the Filer's own property,
(b) segregated from the Client Collateral of any other Client, and
(c) in the case of cash, in a designated account at a Canadian custodian (as defined in NI 31-103) or a Canadian financial institution.
The Filer will not use or invest any Client Collateral without the prior written consent of the Client, which may be granted by the Client on an omnibus basis in respect of all OTC Derivatives with the Filer. The Filer, rather than any Client, will bear any loss resulting from use or investment of Client Collateral.
Insurance
16. The Filer will comply with the requirements of section 12.3 of NI 31-103 and Appendix A [Bonding and Insurance Clauses] to NI 31-103 as if it were a registered dealer, except modified as follows:
A. Fidelity --- cover required
B. On Premises --- cover not required as no assets of material value are held on premises and no Client assets are held on site
C. In transit --- cover not required as there will be no physical transit of cash and securities
D. Forgery or alterations --- cover required
E. Securities --- cover not required as risk not applicable to the Filer's business model.
Capital Requirements
17. If, at any time, the excess working capital of the Filer, as calculated in accordance with Form 31103F1 Calculation of Excess Working Capital, is less than zero, the Filer must notify the Principal Regulator as soon as possible.
18. The excess working capital of the Filer, as calculated in accordance with Form 31-103F1 Calculation of Excess Working Capital, must not be less than zero for 2 consecutive days.
19. For the purpose of completing Form 31-103F1 Calculation of Excess Working Capital, the minimum capital is the amount prescribed in section 12.1 of NI 31-103 for a registered dealer that is not also registered as an investment fund manager.
20. The Filer will establish, maintain and apply policies, procedures, controls and supervision sufficient to provide reasonable assurance that all of the following are satisfied:
(a) the Filer and each individual acting on its behalf in relation to transacting in an OTC Derivative complies with the Terms and Conditions of the Requested Relief;
(b) the risks relating to its OTC Derivatives trading activities are managed in accordance with the Filer's risk management policies and procedures;
(c) each individual who performs an activity on behalf of the Filer relating to transacting in an OTC Derivative, prior to commencing the activity and on an ongoing basis,
(i) has the experience, education and training that a reasonable person would consider necessary to perform the activity competently,
(ii) without limiting subparagraph 21(c)(i), has the understanding of the structure, features and risks of each OTC Derivative that the individual transacts in, and
(iii) has conducted themselves with integrity.
Business Continuity and Disaster Recovery
21. The Filer will establish, maintain and apply a written business continuity and disaster recovery plan that is reasonably designed to allow the Filer to minimize disruption and allow the Filer to continue its business operations.
22. The business continuity and disaster recovery plan must outline the procedures to be followed in the event of an emergency or other disruption of the Filer's normal business activities.
23. The Filer must conduct tests of its business continuity and disaster recovery plan on a reasonably frequent basis and not less than annually.
Risk Management Policies and Procedures
24. The Filer must establish, maintain, and apply a written framework that is reasonably designed to establish a system of controls and supervision to monitor and manage the risks associated with its OTC Derivatives-related activity.
25. The framework referred to in paragraph 24 must be approved by the Filer's board of directors, or individuals acting in a similar capacity for the firm. The risk management framework referred to in paragraph 24 must, at a minimum
(a) identify material risks to the Filer, including risks from affiliated entities and from specific OTC Derivatives or types of OTC Derivatives,
(b) establish risk tolerance limits,
(c) establish requirements for the Filer to appropriately manage risks, including establishing requirements related to appropriate margining standards for OTC Derivatives,
(d) provide for the periodic review of the Filer's risks and risk tolerance limits to ensure they reflect the Filer's OTC Derivatives-related activity,
(e) permit senior management to monitor compliance with risk management requirements and risk tolerance limits in order to detect and address non-compliance,
(f) provide for periodic reports to the Filer's senior management and its board of directors on the Filer's material risks, risk tolerance limits, compliance with risk management requirements, compliance with risk tolerance limits and recommendations for changing the risk management framework and risk tolerance limits, and
(g) when there is a material change to the Filer's risk exposures or a material breach of a risk limit, require the Filer to on a timely basis, provide the Filer's board of directors, or individuals acting in a similar capacity for the Filer, with a report relating to those changes.
26. The Filer must conduct an independent review of its risk management framework on a reasonably frequent basis.
Agreement for process of determining the value of a derivative
27. The Filer must agree on and clearly document the processes for determining the value of each OTC Derivative.
Agreement for process relating to disputes
0.
(1) The Filer must enter into a written agreement with its counterparties (including Clients) that establishes procedures and processes to identify, record and monitor disputes relating to material terms or valuation and exchange of collateral between the Filer and its counterparties, and to resolve disputes relating to the material terms or valuation of an OTC Derivative in a timely manner.
(2) If a dispute referred to in subparagraph 28(1) has not been resolved within 60 days of the date when the Filer should, acting reasonably, become aware of the dispute, the Filer must report the dispute to the Principal Regulator.
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
[Editor's Note: this report covers the date range of December 18, 2025 to January 5, 2026 inclusive]
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 |
|
||
Kure Technologies, Inc. |
January 5, 2026 |
__________ |
|
||
Mijem Newcomm Tech Inc. |
December 4, 2024 |
December 19,2025 |
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 |
__________ |
[Editor's Note: this report covers the date range of December 18, 2025 to January 5, 2026]
Type |
Company |
Category of Registration |
Effective Date |
|
|||
Consent to Suspension (Pending Surrender) |
MacKinnon, Bennett & Company Inc. |
Exempt Market Dealer |
December 9, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
SVX |
Exempt Market Dealer |
December 16, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Finhaven Capital Inc. |
Exempt Market Dealer |
December 12, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Finn River Investment Management inc. |
Exempt Market Dealer, Investment Fund Manager and Portfolio Manager |
December 15, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Laurelcrest Partners Inc. |
Exempt Market Dealer, Investment Fund Manager and Portfolio Manager |
December 18, 2025 |
|
|||
Voluntary Surrender |
EURO PACIFIC ASSET MANAGEMENT, LLC |
Portfolio Manager and Exempt Market Dealer |
December 18, 2025 |
|
|||
New Registration |
The Hockey Wealth Group Canada, LLC |
Portfolio Manager |
December 18, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Gestion Palos Inc. / Palos Management Inc. |
Investment Fund Manager |
December 19, 2025 |
|
|||
New Registration |
Sector Mortgage Management Inc. |
Exempt Market Dealer |
December 19, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Kwajamii Financial Inc. |
Portfolio Manager |
December 22, 2025 |
|
|||
Change in Registration Category |
CI Investment Services Inc. / CI Services D'Investissement Inc. |
From: Investment Dealer |
December 23, 2025 |
|
|||
|
|
To: Investment Dealer and Investment Fund Manager |
|
|
|||
Consent to Suspension (Pending Surrender) |
GESTION CRISTALLIN INC./CRYSTALLINE MANAGEMENT INC. |
Exempt Market Dealer, Investment Fund Manager and Portfolio Manager |
December 23, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
INSIGHT INVESTMENT INTERNATIONAL LIMITED |
Portfolio Manager and Commodity Trading Manager |
December 23, 2025 |
|
|||
Consent to Suspension (Pending Surrender) |
Mountain Fowler Asset Management Inc. |
Exempt Market Deaker, Investment Fund Manager, Portfolio Manager and Commodity Trading Manager |
December 23, 2025 |
|
|||
Change of Registration Category |
Northwest & Ethical Investments L.P. |
From: Exempt Market Dealer, Investment Fund Manager, Portfolio Manager and Commodity Trading Manager |
December 24, 2025 |
|
|||
|
|
To: Exempt Market Dealer, Investment Fund Manager and Portfolio Manager |
|
|
|||
Consent to Suspension (Pending Surrender) |
Kindigo Capital Ltd. |
Commodity Trading Manager and Exempt Market Dealer |
December 30, 2025 |
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Consent to Suspension (Pending Surrender) |
Kilgharrah Asset Management Inc. |
Portfolio Manager |
December 30, 2025 |
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Voluntary Surrender |
Stone Asset Management Limited |
Investment Fund Manager, Portfolio Manager and Restricted Dealer |
December 31, 2025 |
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New Registration |
Mavensmoor Inc. |
Portfolio Manager |
January 2, 2026 |
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New Registration |
GOODLAND WEALTH INC. |
Exempt Market Dealer |
January 2, 2026 |
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New Registration |
49TH PARALLEL WEALTH MANAGEMENT ULC |
Portfolio Manager |
January 2, 2026 |
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Amalgamation |
ASSANTE CAPITAL MANAGEMENT LTD./GESTION DE CAPITAL ASSANTE LTEE and ASSANTE FINANCIAL MANAGEMENT LTD./GESTION FINANCIERE ASSANTE LTEE. |
Investment Dealer, Mutual Fund Dealer and Exempt Market Dealer |
January 1, 2026 |
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To form: CI ASSANTE WEALTH MANAGEMENT LTD./GESTION DE PATRIMOINE CI ASSANTE LTÉE |
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Canadian Investment Regulatory Organization (CIRO) -- Amendments to Harmonize CIRO Continuing Education Programs -- Phase 1 -- Notice of Commission Approval
The Ontario Securities Commission has approved Phase 1 of CIRO's proposed amendments to harmonize the CIRO Continuing Education Programs under the Investment Dealer and Partially Consolidated (IDPC) Rules and the Mutual Fund Dealer Rules (the Amendments).
CIRO published the Amendments for comment on December 19, 2024. 17 comment letters were received. A summary of comments received and CIRO's responses was provided in the CIRO Implementation Bulletin and no changes were made to the Amendments.
A copy of the CIRO Implementation Bulletin, including text of the Amendments, can be found at www.osc.ca.
Implementation of the Amendment to remove the Voluntary Participation Program from the IDPC Rules will take effect on January 1, 2026. All other Amendments will be implemented together with the Phase 2 proposed rule amendments, following CSA approval, on a single date.
In addition, the Alberta Securities Commission; the Autorité des marchés financiers; the British Columbia Securities Commission; the Manitoba Securities Commission; the Financial and Consumer Services Commission of New Brunswick; the Office of the Superintendent of Securities, Digital Government and Service Newfoundland and Labrador; the Office of the Superintendent of Securities, Northwest Territories; the Nova Scotia Securities Commission; the Office of the Superintendent of Securities, Nunavut; the Prince Edward Island Office of the Superintendent of Securities; the Financial and Consumer Affairs Authority of Saskatchewan; and the Office of the Yukon Superintendent of Securities have either not objected to or have approved the Amendments.