Ontario Securities Commission Bulletin
Issue 49/07 - February 19, 2026
Ont. Sec. Bull. Issue 49/07
• Ontario Securities Commission et al.
• Ontario Securities Commission et al.
• Ontario Securities Commission et al.
• Ontario Securities Commission and Douglas DeBoer -- ss. 127(1), 127(4.0.1)
• LongPoint Asset Management Inc.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
February 12, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated February 12, 2026 is available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
February 12, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated February 12, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
February 12, 2026
TORONTO -- Additional merits hearing dates are scheduled for May 20, 22 and June 9, 2026 in the above-named matter.
The merits hearing shall commence on May 11, 2026 at 10:00 a.m. and continue on May 12, 14, 15, 20, 22, 26, 27, 28, 29, and on June 1, 2, 3, 4, 5, 8, 9 and 10, 2026 at 10:00 a.m. on each day.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at www.capitalmarketstribunal.ca/en/hearing-schedule.
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Ontario Securities Commission and Douglas DeBoer
FOR IMMEDIATE RELEASE
February 17, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Application for Enforcement Proceeding dated February 4, 2026 and the Order dated February 17, 2026 are available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
February 17, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated February 17, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
BETWEEN:
File No. 2025-18
Adjudicators: |
Tim Moseley |
M. Cecilia Williams |
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Cathy Singer |
February 12, 2026
WHEREAS on February 12, 2026, the Capital Markets Tribunal held a hearing by videoconference with respect to a motion brought by Som Seif for disclosure, particulars and other relief;
ON READING the materials filed by Som Seif and the Ontario Securities Commission, and on hearing the submissions of the representatives for each of Som Seif, Purpose Investments Inc. and the Ontario Securities Commission;
IT IS ORDERED, for reasons to follow, that the motion is dismissed.
BETWEEN:
File No. 2026-6
Adjudicators: |
Tim Moseley (chair of the panel) |
Jane Waechter |
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Geoffrey D. Creighton |
February 12, 2026
WHEREAS on February 12, 2026, the Capital Markets Tribunal held a hearing by videoconference to consider SLC Holdings Inc.'s motion seeking standing to continue this application;
ON CONSIDERING the submissions of, and the materials filed by, the representatives for SLC Holdings Inc., Stracon Group Holding Inc., and the Ontario Securities Commission;
IT IS ORDERED, for reasons to follow, that:
1. the motion is dismissed;
2. the application is dismissed; and
3. the previously scheduled hearing date of February 23, 2026, is vacated.
Ontario Securities Commission and Douglas DeBoer -- ss. 127(1), 127(4.0.1)
BETWEEN:
File No. 2026-8
Adjudicator: |
M. Cecilia Williams |
February 17, 2026
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider an application brought by the Ontario Securities Commission for an order imposing sanctions against the respondent, Douglas DeBoer, without giving the respondent an opportunity to be heard, pursuant to subsections 127(1) and 127(4.0.1) of the Securities Act (the Act);
ON READING the materials filed by the Commission, and the Reasons for Judgement of the Ontario Court of Justice;
IT IS ORDERED THAT:
1. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by DeBoer shall cease permanently;
2. pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by DeBoer is prohibited permanently;
3. pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to DeBoer permanently;
4. pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, DeBoer shall resign any positions that he holds as a director or officer of any issuer or registrant;
5. pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, DeBoer is prohibited permanently from becoming or acting as a director or officer of any issuer or registrant; and
6. pursuant to paragraph 8.5 of subsection 127(1) of the Act, DeBoer is prohibited permanently from becoming or acting as a registrant or promoter.
"M. Cecilia Williams"
BETWEEN:
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
1. The Applicant, the Ontario Securities Commission (the Commission), requests that the Capital Markets Tribunal (the Tribunal) make an order in the public interest against the Respondent, Douglas DeBoer (DeBoer), based on a conviction by the Ontario Court of Justice (OCJ), without providing the Respondent an opportunity to be heard.
2. In 2021, DeBoer pleaded guilty to and was convicted of three counts of contravening Ontario securities laws under s. 122(1)(c) of the Ontario Securities Act, RSO 1990, c S.5 (the Act): two counts of fraud, contrary to s. 126.1(1)(b) of the Act, and one count related to the breach of a temporary cease trade order issued by the Tribunal. DeBoer's conviction was based on admissions that between June 1, 2011 and December 31, 2013, he misappropriated investor funds and made false representations with respect to two separate oil investment schemes, and sold securities when he was prohibited from doing so by a temporary cease trade order.
3. For his offences, DeBoer was sentenced to three years in custody.
4. The Tribunal has jurisdiction to make orders in the public interest on an ex parte basis under ss. 127(1) and 127(4.0.1) of the Act where, as here, a person or company has been convicted in any jurisdiction of an offence under laws respecting securities or derivatives.
5. The order sought is in the public interest. It is necessary to restrain potential future misconduct by the Respondent that exposes Ontario investors to unacceptable risks and to deter others from engaging in securities misconduct such as fraud and the breach of a Tribunal order.
6. In an Information sworn April 24, 2018, DeBoer was charged with eight counts under s. 122(1)(c) of the Act for offences relating to the securities of "Hockley Energy" (Hockley) and "Rocky Point Energy" (Rocky Point):
(a) two counts of engaging in an act, practice, or course of conduct related to securities that he knew or ought to have known perpetrated a fraud on Ontario investors, contrary to s. 126.1(1)(b) of the Act;
(b) two counts of engaging in or holding himself out as engaging in the business of trading in securities without being registered to trade in securities, as required by s. 25(1) of the Act;
(c) two counts of trading in securities, where such trading was a distribution of securities, without having filed a preliminary prospectus and prospectus and obtaining receipts for them from the Director, as required by s. 53(1) of the Act; and
(d) two counts of trading in securities while subject to a temporary cease trade order.
7. On August 19, 2021, DeBoer pleaded guilty before the Honourable Justice A. Camara to the first, fifth, and eighth counts (the Offences), being:
(a) engaging in an act, practice, or course of conduct related to securities of Hockley that he knew or ought to have known perpetrated a fraud on Ontario investors, contrary to s. 126.1(1)(b) of the Act;
(b) engaging in an act, practice, or course of conduct related to securities of Rocky Point that he knew or ought to have known perpetrated a fraud on Ontario investors, contrary to s. 126.1(1)(b) of the Act; and
(c) trading in securities of Rocky Point while subject to a temporary cease trade order.
8. DeBoer was convicted of the Offences based on admissions contained in an Agreed Statement of Facts (ASF), which was entered into the court record.
9. On December 14, 2021, DeBoer was sentenced to three years in custody, noted as two years on count one, concurrent to two years on count five, and one year consecutively on count eight.
10. The Commission relies on the following admissions in the ASF:
(a) on July 27, 2011 DeBoer was named in a temporary cease trade order (the TCTO) issued by the Tribunal in relation to a company called Ground Wealth Inc., which distributed an oil investment scheme between October 2010 and April 2011. Investors in the scheme were told that the oil wells were controlled by a company called Armadillo Energy (Armadillo). DeBoer was one of the directing minds of Armadillo. The Armadillo investment scheme was sold to investors in Canada and Ireland. The TCTO required that DeBoer cease trading in all securities, including Armadillo securities;
(b) the TCTO was extended until the conclusion of a Tribunal proceeding against DeBoer, which ended in a settlement agreement on January 5, 2015;
(c) beginning early 2012, DeBoer began telling investors that the Armadillo investments were ending and encouraged investors to move their investments to Hockley. Hockley's purported investment model was identical to the Armadillo project. Investors provided money to Hockley that was to be used in the extraction of oil from reserves it controlled. In exchange, investors received ownership over a certain number of barrels of oil yet to be extracted, and would receive their share of profits when the barrels were sold;
(d) when difficulties began to arise with Hockley payments, a third investment opportunity was presented to investors: the Rocky Point project. Rocky Point was initially presented to investors as following the same model as Armadillo and Hockley. However, Rocky Point subsequently moved to a different model wherein investors provided a "loan" to Rocky Point by way of a promissory note. The purported purpose of the loan was to provide bridge financing for a future project (Par-5), which was to close imminently;
(e) the Par-5 project fell through by the end of March 2012. However, soliciting of investments for the Par-5 project continued months after the project had defaulted;
(f) eventually, payments from all three schemes ceased. Many investors lost most, if not all, of their investments;
(g) in total, Hockley received approximately US$4.2 million and Rocky Point received approximately US$3.3 million from investors;
(h) the Hockley and Rocky Point investments were securities as defined under the Act;
(i) in facilitating and promoting the sale of the Hockley and Rocky Point investment, DeBoer perpetrated a fraud in the following ways. He:
i. directed significant sums of investor money to purposes other than oil extractions, and to Armadillo;
ii. represented that Hockley was producing barrels of oil when, in reality, none of Hockley's projects came to fruition;
iii. paid Hockley investors using the funds of other investors, not the sale of barrels of oil;
iv. represented that Rocky Point had control of oil reserves and that investor money would be used to assist in oil extraction, when, in reality, Rocky Point did not control any oil reserves and had no oil to sell;
v. sold investments in Rocky Point for the Par-5 project after the project fell through; and
vi. failed to disclose to investors that he was subject to the TCTO; and
(j) by promoting and selling the Hockley and Rocky Point investments, DeBoer breached the terms of the TCTO.
11. Pursuant to paragraph 2 of s. 127(4.0.1) of the Act, if a person or company has been convicted in any jurisdiction of an offence under laws respecting securities and derivatives, the Tribunal may make any of the orders described in paragraphs 1 to 8.5 of s. 127(1) of the Act against the Respondent without giving the Respondent an opportunity to be heard.
12. DeBoer has been convicted by the OCJ of offences under Ontario securities laws.
13. Subsection 127(4.0.4) allows the Tribunal to make an order under s. 127(4.0.1) even if the circumstances arose before s. 127(4.0.1) came into force.
14. It is in the public interest to make the requested orders against the Respondent to protect investors and safeguard the integrity of Ontario's capital markets.
15. The Commission requests that the Tribunal make the following orders against DeBoer:
(a) pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by DeBoer cease permanently;
(b) pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by DeBoer be prohibited permanently;
(c) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to DeBoer permanently;
(d) pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, DeBoer resign any positions that he holds as a director or officer of any issuer or registrant;
(e) pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, DeBoer be prohibited permanently from becoming or acting as a director or officer of any issuer or registrant;
(f) pursuant to paragraph 8.5 of subsection 127(1) of the Act, DeBoer be prohibited permanently from becoming or acting as a registrant or promoter; and
(g) such other order or orders as the Tribunal considers appropriate.
February 4, 2026 |
ONTARIO SECURITIES COMMISSION |
20 Queen Street West, 22nd Floor |
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Toronto, ON |
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M5H 3S8 |
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Christine Gorgi |
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Litigation Counsel |
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Enforcement Division |
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LSO# 85216P |
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Tel: (416) 263-7717 |
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Email: cgorgi@osc.ca |
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Arjun Bains |
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Student-At-Law |
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Enforcement Division |
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Email: ABains@osc.ca |
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Ontario Securities Commission et al.
BETWEEN:
File No. 2025-7
Adjudicators: |
Tim Moseley (chair of the panel) |
Sandra Blake |
February 17, 2026
WHEREAS on February 17, 2026, the Capital Markets Tribunal held a hearing by videoconference to consider motions brought by Emerge Canada Inc., Lisa Langley and the Ontario Securities Commission;
ON HEARING the submissions of the representatives for each of the Ontario Securities Commission, Desmond Alvares, Marie Rounding, Monique Hutchins, Bruce Friesen, and Lisa Langley, and from Lisa Langley on behalf of Emerge Canada Inc.;
IT IS ORDERED, for reasons to follow, that:
1. Lisa Langley and Emerge Canada Inc.'s motion for an adjournment and for the extension of various deadlines is dismissed;
2. with respect to the Ontario Securities Commission's motion requesting further and better witness summaries for witnesses to be called by Lisa Langley and Emerge Canada Inc., by 4:30 pm on February 24, 2026, Lisa Langley and Emerge Canada Inc. shall serve further and better witness summaries for Lisa Langley, Desmond Alvares and Marc Barthélemy, which summaries shall include the substance of each witness's expected testimony;
3. with respect to the Ontario Securities Commission's motion regarding the expected evidence of William Woods:
a. the request that Mr. Woods's evidence be ruled inadmissible for the purposes of the merits hearing is dismissed, without prejudice to the right of any party to object to the admissibility of such evidence at the merits hearing; and
b. by 4:30 pm on February 24, 2026, Marie Rounding and Monique Hutchins shall serve a further and better witness summary for William Woods that gives the substance of his expected testimony regarding "his prior interactions and relationship with Monique Hutchins, Marie Rounding and Bruce Friesen" (as referred to in his existing witness summary);
4. by 4:30 pm on February 20, 2026, Lisa Langley and Emerge Canada Inc. shall provide to the Registrar a completed copy of the Hearing Participant Checklist, set out in Appendix L to the Capital Markets Tribunal Rules of Procedure;
5. by 4:30 p.m., on March 2, 2026:
a. the Ontario Securities Commission shall serve and file any affidavit evidence that it intends to rely upon at the merits hearing;
b. Rule 29 of the Rules of Procedure is waived and does not apply to the affidavit evidence;
c. the exhibits to the affidavit shall be filed in a separate folder, shall each be identified in the affidavit by their document ID, and shall be hyperlinked so that each exhibit can be individually accessed; and
d. the parties shall test in advance that this formatting of the affidavit makes the exhibits easily accessible by the Tribunal and by all parties;
6. by 4:30 p.m. on March 2, 2026, Emerge Canada Inc. and Lisa Langley shall identify to all other parties any documents that they intend to introduce into evidence, or on which they intend to rely, and if any such documents are not already included in any other party's book of documents, Emerge Canada Inc. and Lisa Langley shall deliver a book of documents that includes those additional documents; and
7. by 4:30 pm on March 16, 2026, each party shall provide to the Registrar an electronic version of its book of documents containing the documents that the party intends to rely on or enter as evidence at the merits hearing, along with an index file, except that parties may comply with this requirement by filing a joint book of documents and index.
CSA Notice of Amendments to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators and Changes to Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators
February 19, 2026
Today, the securities regulatory authorities (collectively the Authorities orwe) of the Canadian Securities Administrators (the CSA) in British Columbia, Alberta, Saskatchewan, Ontario, Québec, New Brunswick, Nova Scotia, Yukon and Northwest Territories (the Participating Jurisdictions) are adopting:
• amendments to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators (MI 25-102 or the Instrument), and
• changes to Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators (the CP).
The text of the amendments to MI 25-102 (the Amendments) and the changes to the CP (the Changes) is contained in Annex B and Annex C of this Notice, respectively, and will also be available on websites of the Participating Jurisdictions, including:
lautorite.qc.caasc.cabcsc.bc.canssc.novascotia.cafcnb.caosc.cafcaa.gov.sk.cayukon.cajustice.gov.nt.ca
In some Participating Jurisdictions, Ministerial approvals are required for the implementation of the Amendments and the Changes. Subject to obtaining all necessary approvals, the Amendments and the Changes will come into force on May 5, 2026.
Currently, MI 25-102 provides a comprehensive regime for the designation and regulation of benchmarks and their administrators, and the regulation of benchmark contributors and of certain benchmark users of designated benchmarks.
The Amendments:
1. revise the following requirements in MI 25-102 for assurance reports (the Revised Assurance Report Requirements):
• sections 32 and 33 which apply to designated critical benchmarks,
• sections 36, 37 and 38 which apply to designated interest rate benchmarks, and
• section 40.13 which applies to designated commodity benchmarks, and
2. create a new requirement in section 13.1 of MI 25-102 that will apply to any designated benchmark that is not a designated commodity benchmark, a designated critical benchmark or a designated interest rate benchmark (e.g., if an Authority were to designate a stock index, a crypto asset benchmark that is not a commodity benchmark or a term rate benchmark that is not an interest rate benchmark).
The Changes revise language in the CP relating to assurance reports.
On May 30, 2024, we published a CSA Notice and Request for Comment (the May 2024 Notice) for the proposed amendments to MI 25-102 (Proposed Amendments) and the proposed changes to the CP (the Proposed Changes) regarding assurance reports.
The Revised Assurance Report Requirements are intended to address technical issues encountered by accounting firms that were engaged to prepare assurance reports in 2022 for Refinitiv Benchmark Services (UK) Limited (RBSL) as the designated benchmark administrator of the Canadian Dollar Offered Rate (CDOR) and the six Canadian banks that were benchmark contributors to CDOR.{1}
• These technical issues related to the manner in which MI 25-102 defined limited assurance reports and referenced the Canadian Standards on Assurance Engagements 3000, 3001, 3530 and 3531.
• While CSA staff provided guidance in 2022 on how the accounting firms could address the technical issues for purposes of preparing that year's assurance reports, CSA staff are now adopting the Revised Assurance Report Requirements to provide greater certainty to the parties that are required to prepare these reports.
• We sought to ensure that the Revised Assurance Report Requirements will also work for accounting firms that apply International Standard on Assurance Engagements 3000.
Further details about the rationale for the Amendments and the Changes are available in the May 2024 Notice.
The Authorities that adopted MI 25-102 entered into a memorandum of understanding (the MOU){2} respecting the oversight of designated benchmarks and designated benchmark administrators, including the processing of applications for designation. The MOU outlines the manner in which the jurisdictions will cooperate and coordinate their efforts to oversee designated benchmarks and designated benchmark administrators in order to achieve consistency, efficiency and effectiveness in the overall oversight approach, as well as the efficient and effective processing of applications for designation.
Currently, the OSC and the AMF have only designated Term CORRA as a designated interest rate benchmark and CanDeal Benchmark Administration Services Inc. (CBAS) as its designated benchmark administrator for purposes of MI 25-102. Under the MOU, the OSC and the AMF are co-lead authorities of Term CORRA and CBAS.
No other Authorities have designated any benchmarks or benchmark administrators at this time.
Summary of Written Comments Received by the CSA
The comment period for the May 2024 Notice ended on August 28, 2024. We received one comment letter. We have considered the comments received and thank the commenter for their input.
• Annex A includes the name of the commenter and a summary of their comments, together with our responses.
• The comment letter can be viewed on the websites of each of the OSC at www.osc.ca, the AMF at www.lautorite.qc.ca and the Alberta Securities Commission at www.asc.ca.
For details of all changes made, Annex D and Annex E contain blacklined copies of the Amendments and the Changes showing the changes from the Proposed Amendments and the Proposed Changes, respectively.
Notable changes include:
• Simplified language -- We revised the Proposed Amendments to include simplified language specifying:
• that the first reasonable assurance report on controls for a designated benchmark should be provided on a fixed date (as applicable) after the designation of a benchmark,
• the applicable period for each assurance report, and
• that an assurance report for an applicable period should be provided no later than 90 days after the last day of that period.
We also included revised language in the CP to:
• indicate that, in the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under MI 25-102 for the designated benchmark, and
• provide examples of an applicable period for a first assurance report and a subsequent report.
• References to code of conduct for a benchmark contributor -- As a result of the simplified language, the timing for the first assurance report in respect of a designated interest rate benchmark with a benchmark contributor in new subparagraph 36(2)(a)(i) and paragraph 38(2)(a) of MI 25-102 no longer refers to the introduction of a code of conduct for benchmark contributors.
• The simplified language provides that the first assurance report in respect of a designated interest rate benchmark with a benchmark contributor is to be prepared 6 months after the designation of the benchmark, with a 3-month look-back period.
• In addition, we have included references to the code of conduct referred to in section 23 of MI 25-102 for benchmark contributors in new paragraphs 36(1)(b) and 37(1)(c) of MI 25-102 as a matter to be covered in the reasonable assurance report on controls. The definition of "subject requirements" in MI 25-102 was revised accordingly.
We also included revised language in the CP indicating that we expect the code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated interest rate benchmark in new subparagraph 36(2)(a)(i) and paragraph 38(2)(a) of MI 25-102.
• Critical benchmarks -- In terms of the timing for a reasonable assurance report on controls in respect of a designated critical benchmark, we revised new subsection 32(2) of MI 25-102 to provide for the applicable period for the first report and any subsequent report.
• Commodity benchmarks -- In terms of the timing for a reasonable assurance report on controls in respect of a designated commodity benchmark, we revised new subsection 40.13(2) of MI 25-102 to provide for the applicable period for the first report and any subsequent report.
• Transition provision -- We added transition provisions in sections 16, 17 and 18 of the amending instrument that will apply in respect of an interest rate benchmark without a benchmark contributor that was designated before the effective date of the Amendments.
This Notice includes the following Annexes:
Annex A: Summary of Comments and CSA Responses
Annex B: Amendments to MI 25-102
Annex C: Changes to CP
Annex D: Amendments to MI 25-102, blacklined to show changes from the Proposed Amendments
Annex E: Changes to CP, blacklined to show changes from the Proposed Changes
Annex F: Local matters (where applicable)
Please refer your questions to any of the following:
Michael Bennett |
Darren Sutherland |
Senior Legal Counsel, Corporate Finance |
Senior Accountant, Corporate Finance |
Ontario Securities Commission |
Ontario Securities Commission |
416-593-8079 |
416-593-8234 |
mbennett@osc.ca |
dsutherland@osc.ca |
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Serge Boisvert |
Roland Geiling |
Senior Policy Coordinator |
Derivatives Product Analyst |
Autorité des marchés financiers |
Autorité des marchés financiers |
514-395-0337 poste 4358 |
514-395-0337 poste 4323 |
serge.boisvert@lautorite.qc.ca |
roland.geiling@lautorite.qc.ca |
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Marie-Andrée Beaulieu |
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Senior Policy Advisor |
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Autorité des marchés financiers |
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514-395-0337 poste 4369 |
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marie-andree.beaulieu@lautorite.qc.ca |
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Harvey Steblyk |
Janice Cherniak |
Senior Legal Counsel, Market Regulation |
Senior Legal Counsel, Market Regulation |
Alberta Securities Commission |
Alberta Securities Commission |
403-297-2468 |
403-585-6271 |
harvey.steblyk@asc.ca |
janice.cherniak@asc.ca |
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Michael Brady |
Faisal Kirmani |
Deputy Director, Capital Markets Regulation |
Senior Analyst, Derivatives |
British Columbia Securities Commission |
British Columbia Securities Commission |
604-899-6561 |
604-899-6844 |
mbrady@bcsc.bc.ca |
fkirmani@bcsc.bc.ca |
{1} The Ontario Securities Commission (OSC) and the Autorité des marchés financiers (AMF) had previously designated CDOR as a designated critical benchmark and a designated interest rate benchmark and RBSL as its designated benchmark administrator for purposes of MI 25-102. After CDOR ceased to be published following a final publication on June 28, 2024, the OSC and the AMF subsequently issued orders revoking the designation of CDOR and RBSL.
• A copy of the OSC revocation order is at https://www.osc.ca/sites/default/files/2024-07/ord_20240718_refinitiv-benchmark-services.pdf.
• A copy of the AMF revocation order is at https://lautorite.qc.ca/fileadmin/lautorite/professionnels/structures-marche/indice-reference/2024-PDG-0044.pdf.
{2} A copy of the MOU is at https://www.osc.ca/sites/default/files/2021-05/mou_20210527_designated-benchmarks.pdf.
CanDeal Benchmark Administration Services Inc.
In this Annex,
"Amendments" means the amendments to MI 25-102 contained in Annex B of this Notice.
"MI 25-102" means Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators.
"Proposed Amendments" means the proposed amendments to MI 25-102 published for comment on May 30, 2024.
Comments on the Proposed Amendments
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Summarized Comment |
CSA Response |
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1. |
Timing for a first reasonable assurance report on controls for a designated benchmark |
The commenter appreciated that the Proposed Amendments clarify that a designated benchmark administrator of a designated interest rate benchmark may use the date of designation of the benchmark as a reference date for the timeline to prepare its first reasonable assurance report on controls. |
We thank the commentor for their comment in support of the reference to "designation of the benchmark" in what is now new subparagraphs 36(2)(a)(i) and (ii) and of MI 25-102. |
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We note that there is a similar reference in what is now new paragraph 13.1(2)(a) of MI 25-102 for designated benchmark administrators subject to proposed new section 13.1 of MI 25-102. |
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We also note that there is a similar reference in what is now new paragraph 38(2)(a) of MI 25-102 for the first reasonable assurance report on controls of a benchmark contributor to a designated interest rate benchmark. |
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For reasons of consistency, we have made a similar change for designated critical benchmarks and designated commodity benchmarks -- see new paragraphs 32(2)(a) and 40.13(2)(a) of MI 25-102. |
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We also added transition provisions in sections 16, 17 and 18 of the amending instrument that will apply in respect of an interest rate benchmark without a benchmark contributor that was designated before the effective date of the Amendments. |
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2. |
Time when a public accountant must provide a reasonable assurance report on controls |
The commenter appreciated the clarifications in the Proposed Amendments regarding the timelines to conduct reasonable assurance reviews and for public accounting firms to provide the reasonable assurance reports on controls for designated benchmark administrators. |
We thank the commenter for their comment in support of the clarifications in the Proposed Amendments. |
Specific Questions in the CSA Notice and Request for Comment dated May 30, 2024 relating to the Proposed Amendments
No. |
Subject |
Summarized Comment |
CSA Response |
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1. |
Revised assurance report requirements -- The Proposed Amendments provide that a reasonable assurance report on controls must consider whether controls operated effectively over "the applicable period". For the first reasonable assurance report on controls to be provided for a designated critical benchmark or a designated interest rate benchmark, the applicable period is specified to be a 3-month "look back" period. Is the proposed 3-month "look back" period an appropriate period for the first reasonable assurance report on controls to be so provided?{1} |
The commenter believes that a 3-month "look back" period is appropriate for the first reasonable assurance report on controls to be provided for such a benchmark. |
We thank the commenter for their comment. |
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The commenter believes that a designated benchmark administrator should not commence its operations without having implemented a solid set of baseline controls that operate effectively. The commenter noted that while these controls may be augmented over time, they should be in place and ready to be tested in the first six months from the designation of the benchmark. |
We believe that the proposed look-back period for the first assurance report will help to ensure that relevant controls are implemented and operating effectively within an appropriate period following designation without imposing an undue burden on the relevant benchmark administrator. |
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2. |
Revised assurance report requirements -- Proposed subsections 33(2) and 37(2) of MI 25-102 provide that a benchmark contributor must ensure that a reasonable assurance report on controls is provided by a public accountant to the benchmark contributor within 90 days of a request of the oversight committee. Is the proposed 90-day period a sufficient period of time? Should it be a shorter period? |
We received no comments on this question. |
Not applicable. |
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3. |
New assurance report provisions -- By way of background, |
We received no comments on this question. |
Not applicable. |
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the assurance report provisions in the existing version of MI 25-102 only apply to designated commodity benchmarks, designated critical benchmarks and designated interest rate benchmarks, and |
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the Proposed Amendments include a new assurance report provision (proposed section 13.1 of MI 25-102) that would apply to any other benchmark that is designated by a decision of an Authority (e.g., a crypto asset benchmark that is not a commodity benchmark or a term rate benchmark that is not an interest rate benchmark). |
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In this context, do you: |
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(a) |
agree that proposed section 13.1 of MI 25-102 is appropriate, or |
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(b) |
have alternative proposals for a different type of assurance report that may be more appropriate for a crypto asset benchmark but still provide a sufficient level of assurance for a public accountant to conclude on the operating effectiveness of controls? |
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4. |
New assurance report provisions -- What issues would an accounting firm encounter in providing an assurance report on a crypto asset benchmark that it would not otherwise face when providing an assurance report on a commodity benchmark or an interest rate benchmark? |
We received no comments on this question. |
Not applicable. |
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{1} The Proposed Amendments contemplated that:
• For the first assurance report for a designated benchmark, the applicable period is 3 months, as set out in the following proposed provisions of MI 25-102, as applicable: paragraphs 13.1(4)(a), 32(4)(a), 36(4)(a), 38(4)(a) and 40.13(4)(a).
• The purpose of this abbreviated period of 3 months is to recognize that a designated benchmark administrator may need time to prepare and implement the policies, procedures and controls required by MI 25-102 in the first 12 months after they are designated and to "work out the bugs".
• MI 25-102 should only require a first assurance report after the designated benchmark administrator has "worked out the bugs" -- i.e., for the last 3 months of the 12 months in question.
1. Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators is amended by this Instrument.
2. Subsection 1(1) is amended by repealing the definitions of "CSAE 3000", "CSAE 3001", "CSAE 3530", "CSAE 3531", "ISAE 3000", "limited assurance report on compliance", and "reasonable assurance report on compliance".
3. Subsection 1(1) is amended by adding the following definition:
"reasonable assurance report on controls" means a report prepared on a reasonable assurance basis
(a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that
(i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and
(ii) states whether those policies, procedures and controls operated effectively over the applicable period, and
(b) in accordance with
(i) the Handbook, or
(ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;.
4. Subsection 1(1) is amended in the definition of "subject requirements":
(a) by adding the following paragraph:
(a.0) paragraphs 13.1(1)(a) and (b);, and
(b) by repealing paragraphs (c) and (d) and substituting the following:
(c) paragraphs 36(1)(a), (b) and (c),
(d) paragraphs 37(1)(a), (b) and (c),.
5. Paragraph 5(2)(b) is amended by replacing ",a public accountant's limited assurance report on compliance or a reasonable assurance report on compliance" with "or a reasonable assurance report on controls".
6. Paragraphs 7(8)(f) and (g) are amended by replacing ", or any public accountant's limited assurance report on compliance or reasonable assurance report on compliance" with "or any reasonable assurance report on controls".
7. The following section is added:
Assurance report on designated benchmark administrator
13.1(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
8. Paragraphs 24(4)(f), 24(5)(a) and (b) and 26(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
9. Section 32 is repealed and the following substituted:
Assurance report on designated benchmark administrator
32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated critical benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
10. Section 33 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with section 24, and
(b) whether the benchmark contributor follows the methodology of the designated critical benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
11. Section 36 is repealed and the following substituted:
Assurance report on designated benchmark administrator
36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16, 26 and 34,
(b) for a benchmark with a benchmark contributor, the designated benchmark administrator's compliance with section 23, and
(c) whether the designated benchmark administrator follows the methodology of the designated interest rate benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report,
(i) for a benchmark with a benchmark contributor, the period commencing 3 months and one day after the date of designation of the benchmark and ending 6 months after that date, or
(ii) for a benchmark without a benchmark contributor, the period commencing 9 months and one day after the date of designation of the benchmark and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
12. Section 37 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmark contributor's compliance with the code of conduct referred to in section 23.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
13. Section 38 is repealed and the following substituted:
Assurance report on benchmark contributor required at certain times
38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmarks contributor's compliance with the code of conduct referred to in section 23.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 3 months and one day after the date of designation of a benchmark referred to in that subsection and ending 6 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), deliver a copy of the report to
(a) the oversight committee referred to in section 7,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
14. Paragraphs 39(8)(b) and 40.11(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
15. Section 40.13 is repealed and the following substituted:
Assurance report on designated benchmark administrator
40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and
(b) whether the designated benchmark administrator follows the methodology of the designated commodity benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
16. Despite subparagraph 36(2)(a)(ii) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the applicable period of the first report referred to in subparagraph 36(2)(a)(ii), as enacted by this Instrument, is the period commencing on May 1, 2025 and ending on April 30, 2026.
17. Despite subsection 36(3) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the engagement referred to in subsection 36(1), as enacted by this Instrument, must require the public accountant to provide the first report referred to in subsection 36(3), as enacted by this Instrument, to the designated benchmark administrator not later than 90 days after the coming into force of this Instrument.
18. Despite subsection 36(4) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, a designated benchmark administrator must publish and deliver the first report referred to in subsection 36(4), as enacted by this Instrument, to the regulator or the securities regulatory authority not later than 100 days after the coming into force of this Instrument.
19. (1) This Instrument comes into force on May 5, 2026.
(2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after May 5, 2026, these regulations come into force on the day on which they are filed with the Registrar of Regulations.
1. Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators is changed by this Document.
2. Subsection 1(1) with the heading of "Definition of input data" is changed by replacing "s. 1(3)" with "subsection 1(3)".
3. Subsection 1(1) with the heading of "Definitions of limited assurance report on compliance and reasonable assurance report on compliance" is replaced with the following:
Subsection 1(1) -- Definition of reasonable assurance report on controls
A "reasonable assurance report on controls" must be prepared in accordance with the applicable Canadian Standard on Assurance Engagements (CSAE) under the Handbook or the applicable International Standard on Assurance Engagements (ISAE). The applicable CSAE and ISAE require that any public accountant that prepares such a report be independent.
In the Instrument, "Handbook" has the meaning set out in National Instrument 14-101 Definitions.
A reasonable assurance report on controls is required, as applicable, by sections 13.1, 32, 33, 36, 37, 38 and 40.13 of the Instrument.
• The definition of "reasonable assurance report on controls" refers to "applicable subject requirements". The term "subject requirements" is defined in subsection 1(1) of the Instrument and refers to paragraphs 13.1(1)(a) and (b), 32(1)(a) and (b), 33(1)(a) and (b), 36(1)(a), (b) and (c), 37(1)(a), (b) and (c), 38(1)(a), (b) and (c) and 40.13(1)(a) and (b) of the Instrument.
• The reference to "12 months" in paragraphs 32(2)(b) and 40.13(2)(b) of the Instrument refers to a period of 12 consecutive months and does not need to correspond to a calendar year or a financial year of a designated benchmark administrator.
• The definition of "reasonable assurance report on controls" refers to "applicable period" (which is relevant for the reference to "the applicable period for the report" in subsections 13.1(2), 32(2), 33(2), 36(2), 37(2), 38(2) and 40.13(2) of the Instrument). In the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under the Instrument for the designated benchmark.
• In the case of a reasonable assurance report on controls requested by an oversight committee under section 33 or 37 of the Instrument, the oversight committee would specify the beginning and the end of the applicable period for the report, as contemplated by subsection 33(2) and 37(2) of the Instrument, respectively.
First and subsequent reasonable assurance report on controls
Sections 13.1, 32, 36, 38 and 40.13 of the Instrument specify the timing for:
• the first assurance report for a designated benchmark after its designation, and
• any subsequent assurance report.
In all cases, the report must be provided to the designated benchmark administrator not later than 90 days after the end of the applicable period for the report.
In the case of the first assurance report for a designated interest rate benchmark with a benchmark contributor, the applicable period commences 3 months and one day after the designation of the benchmark and ends 6 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
In the case of the first assurance report for any other designated benchmark, the applicable period commences 9 months and one day after the designation of the benchmark and ends 12 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
For a designated critical benchmark and a designated commodity benchmark, a subsequent assurance report is required every 12 months. The applicable period commences one day after the end of the applicable period of the prior report and ends 12 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided each year following the first report.
For a designated interest rate benchmark and any other designated benchmark (other than a designated critical benchmark and a designated commodity benchmark), a subsequent assurance report is required every 24 months. The applicable period commences 12 months and one day after the end of the applicable period of the prior report and ends 24 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided every other year following the first report.
Examples
As an example of a subsequent assurance report required every 12 months, subsection 32(2) of the Instrument applies to designated critical benchmarks and provides that for purposes of subsection 32(1) of the Instrument, the applicable period for the report is:
• in the case of the first report for a designated critical benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated critical benchmark, the period commencing one day after the end of the applicable period for the prior report and ending 12 months after the end of the applicable period for the prior report.
First report
• A critical benchmark subject to section 32 of the Instrument is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• One day after June 30, 2027 is July 1, 2027.
• 12 months after June 30, 2027 is June 30, 2028.
• The applicable period for the next subsequent report is July 1, 2027 to June 30, 2028.
As an example of a subsequent assurance report required every 24 months, subsection 13.1(2) of the Instrument applies to a designated benchmark that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark and provides that for the purposes of subsection 13.1(1) of the Instrument, the applicable period for the report is:
• in the case of the first report for a designated benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated benchmark, the period commencing 12 months and one day after the end of the applicable period for the prior report and ending 24 months after the end of the applicable period for the prior report.
First report
• A benchmark subject to section 13.1 of the Instrument is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• 12 months and one day after June 30, 2027 is July 1, 2028.
• 24 months after June 30, 2027 is June 30, 2029.
• The applicable period for the next subsequent report is July 1, 2028 to June 30, 2029..
4. Subsection 36(1) with the heading of "Assurance report for designated interest rate benchmark" is changed by replacing the first paragraph with the following:
Subsection 36(1) of the Instrument provides that a designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, relating to the designated benchmark administrator's compliance with certain sections of the Instrument and whether the designated benchmark administrator follows the methodology of each designated interest rate benchmark it administers.
Section 23 of the Instrument requires that a designated interest rate benchmark with a benchmark contributor must have a code of conduct for benchmark contributors. We expect that code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated benchmark administrator in subparagraph 36(2)(a)(i) of the Instrument and a benchmark contributor in paragraph 38(2)(a) of Instrument..
5. Part 8.1 is changed
(a) in the sixth bullet of the first paragraph under the heading of "Publication of information" by replacing "limited assurance report or a reasonable assurance report" with "reasonable assurance report on controls".
(b) in the second paragraph under the heading "Subsections 40.1(3) and (4) -- Dual designation as a commodity benchmark and a regulated-data benchmark" by replacing "an assurance report" with "a reasonable assurance report on controls".
6. Section 40.13 with the heading of "Assurance report on designated benchmark administrator" is deleted.
7. These changes become effective on May 5, 2026.
1. Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators is amended by this Instrument.
2. Subsection 1(1) is amended by repealing the definitions of "CSAE 3000", "CSAE 3001", "CSAE 3530", "CSAE 3531", "ISAE 3000", "limited assurance report on compliance", and "reasonable assurance report on compliance".
3. Subsection 1(1) is amended by adding the following definition before the definition of "subject requirements":
"reasonable assurance report on controls" means a report prepared on a reasonable assurance basis
(a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that
(i)(i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and(ii) states whether those policies, procedures and controls operated effectively over the applicable period, and
(b) in accordance with
(i) the Handbook, or
(ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;.
4. Subsection 1(1) is amended in the definition of "subject requirements" :
(a) by adding the following paragraph:
(a.0) paragraphs 13.1(1)(a) and (b);, and
(b) by repealing paragraphs (c) and (d) and substituting the following:
(c) paragraphs 36(1)(a), (b) and (c),
(d) paragraphs 37(1)(a), (b) and (c),.
5. Paragraph 5(2)(b) is amended by replacing ", a public accountant's limited assurance report on compliance or a reasonable assurance report on compliance" with "or a reasonable assurance report on controls".
6. Paragraphs 7(8)(f) and 7(8) (g) are amended by replacing ", or any public accountant's limited assurance report on compliance or reasonable assurance report on compliance" with "or any reasonable assurance report on controls".
7. The following section is added:
Assurance report on designated benchmark administrator
13.1(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with sections 5, 8 to 16
,and 26, and(b)
followingwhether the designated benchmark administrator follows the methodology of the designated benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occursFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of
thea firstengagement, within 12report, the period commencing 9 months and one day after the date ofthedesignation ofthea benchmarkreferred to in that subsection and ending 12 months after that date, and(b) in the case of
anya report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequentengagement, once everyreport and ending 24 monthsafter the end of that period.(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the designated benchmark administratorwithinnot later than 90 daysofafter the end of the12 months or 24 months referred to inapplicable period under subsection (2).(4) For the purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated benchmark, the period commencing 3 months before the end of the 12 months referred to in paragraph (2)(a) and ending on the last day of that 12 months, and
(b) in the case of any subsequent report for a designated benchmark, the period commencing 12 months before the end of the 24 months referred to in paragraph (2)(b) and ending on the last day of those 24 months.
(5) Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the12 months or 24 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
8. Paragraphs 24(4)(f), 24(5)(a) and (b) and 26(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
9. Section 32 is repealed and the following substituted:
Assurance report on designated benchmark administrator
32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b)
followingwhether the designated benchmark administrator follows the methodology of the designated critical benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occurs once every 12 monthsFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the designated benchmark administratorwithinnot later than 90 daysofafter the end of the12 months referred to inapplicable period under subsection (2).(4) For the purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report fora designatedcritical benchmark, the period commencing 3 months beforebenchmark administrator must, not later than 100 days after the end of the12 monthsapplicable period under subsection (2) of a report referred to in subsection (21)and ending on the last day of those 12 months, and
(b) in, publish thecase of any subsequentreportforand deliver adesignated critical benchmark, the period commencing on the first daycopy of the12 months referred to in subsection (2) and ending on the last day of those 12 monthsreport to the regulator or securities regulatory authority..
(5) A designated benchmark administrator must, within 100 days of the end of the 12 months referred to in subsection (2), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
10. Section 33 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
the benchmark contributor's(a) the benchmark contributor's compliance with section 24, and
(b)
followingwhether the benchmark contributor follows the methodology of the designated critical benchmark.(2)
A benchmark contributor must require the public accountant to provide the reasonable assuranceFor the purposes of subsection (1), the applicable period of a reporton controlsreferred tothe benchmark contributor within 90 days of thein that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a requestof the oversight committeereferred to in that subsection(1).(3) For the purposes of subsection (1),
the applicable period for the report is 3 months, 6 months, 9 months or 12 months as specified in the request of the oversight committeean engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.(4)
AFor the purposes of subsection (1), a benchmark contributor must,withinnot later than 100 daysof theafter a request of the oversight committee referred to in that subsection(1), deliver a copy ofthea reportreferred to in that subsection to(a) the oversight committee,
(b) the board of directors of the designated benchmark administratorthat established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
11. Section 36 is repealed and the following substituted:
Assurance report on designated benchmark administrator
36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with sections 5, 8 to 16, 26 and 34,
(b) for a benchmark with a benchmark contributor, the designated benchmark administrator's compliance with section 23, and
(
bc)followingwhether the designated benchmark administrator follows the methodology of the designated interest rate benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occursFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of
thea firstengagementreport,(i)
in the case of a designated interest ratefor a benchmark with a benchmark contributor,within 6the period commencing 3 months and one day after thelaterdate of
(A) the introduction of a code of conduct for a benchmark contributor referred to in section 23, and
(B) thedesignation of the benchmarkand ending 6 months after that date, or(ii)
in the case of a designated interest ratefor a benchmark without a benchmark contributor,within 12the period commencing 9 monthsofand one day after thedate of designation of the benchmarkand ending 12 months after that date, and(b) in the case of
anya report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequentengagement, once everyreport and ending 24 monthsafter the end of that period.(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the designated benchmark administratorwithinnot later than 90 daysofafter the end of the6 months, 12 months or 24 months referred to inapplicable period under subsection (2).(4) For the purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated interest rate benchmark, the period commencing 3 months before the end of the 6 months or 12 months referred to in paragraph (2)(a) and ending on the last day of those 6 months or 12 months, and
(b) in the case of any subsequent report for a designated interest rate benchmark, the period commencing 12 months before the end of the 24 months referred to in paragraph (2)(b) and ending on the last day of those 24 months.
(5) Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the6 months, 12 months or 24 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
12. SubsectionSection 37 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
the benchmark contributor's(a) the benchmark contributor's compliance with sections 24 and 39,
and(b)
followingwhether the benchmark contributor follows the methodology of the designated interest rate benchmark, and(c) the benchmark contributor's compliance with the code of conduct referred to in section 23.
(2)
A benchmark contributor must require the public accountant to provide the reasonable assuranceFor the purposes of subsection (1), the applicable period of a reporton controlsreferred tothe benchmark contributor within 90 days of thein that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a requestof the oversight committeereferred to in that subsection(1).(3) For the purposes of subsection (1),
the applicable period for the report is 3 months, 6 months, 9 months or 12 months as specified in the request of the oversight committeean engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.(4)
AFor the purposes of subsection (1), a benchmark contributor must,withinnot later than 100 daysof theafter a request of the oversight committee referred to in that subsection(1), deliver a copy ofthea reportreferred to in that subsection to(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
13. SubsectionSection 38 is repealed and the following substituted:
Assurance report on benchmark contributor required at certain times
38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to
the benchmark contributor's(a) the benchmark contributor's compliance with sections 24 and 39,
(b)
followingwhether the benchmark contributor follows the methodology of the designated interest rate benchmark, and(c)
followingthe benchmarks contributor's compliance with the code of conduct referred to in section 23.(2)
A benchmark contributor must ensure that an engagement referred to in subsection (1) occursFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of
thea firstengagement, 6report, the period commencing 3 months and one day after thelaterdate of
(i) the introductiondesignation of acode of conduct forbenchmarkcontributorsreferred to insection 23that subsection and ending 6 months after that date, and
(ii) the designation of the benchmark, and(b) in the case of
anya report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequentengagement, once everyreport and ending 24 monthsafter the end of that period.(3)
A benchmark contributorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the benchmark contributorwithinnot later than 90 daysofafter the end of the6 months or 24 months referred to inapplicable period under subsection (2).(4) Forthe purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated interest rate benchmark, the period commencing 3 months before the end of the 6 months referred to in paragraph (2)(a) and ending on the last day of those 6 months, and
(b) in the case of any subsequent report for a designated interest rate benchmark, the period commencing 12 months before the end of the 24 months referred to in paragraph (2)(b) and ending on the last day of those 24 months.
(5)Aa benchmark contributor must,withinnot later than 100 daysofafter the end of the6 months or 24 monthsapplicable period under subsection (2) of a report referred to in subsection (21), deliver a copy of the report to(a) the oversight committee referred to in section 7,
(b) the board of directors of the designated benchmark administratorthat established the oversight committee referred to in paragraph (a), and
(c) the regulator or securities regulatory authority..
14. Paragraphs 39(8)(b) and 40.11(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
15. SubsectionSection 40.13 is repealed and the following substituted:
Assurance report on designated benchmark administrator
40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and
(b)
followingwhether the designated benchmark administrator follows the methodologyapplicable toof the designated commodity benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occurs once every 12 months.For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the designated benchmark administratorwithinnot later than 90 daysofafter the end of the12 months referred to inapplicable period under subsection (2).(4) Forthe purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated commodity benchmark, the period commencing 3 months before the end of the 12 months referred to in subsection (2) and ending on the last day of that 12 months, and
(b) in the case of any subsequent report for a designated commodity benchmark, the period commencing on the first day of the 12 months referred to in subsection (2) and ending on the last day of that 12 months.
(5) Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the12 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the regulator or securities regulatory authority..
16.
Transition
Applicable period of first report -- designated interest rate benchmark without a benchmark contributor
16. Despite subparagraph 36(2)(a)(ii) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the applicable period of the first report referred to in subparagraph 36(2)(a)(ii), as enacted by this Instrument, is the period commencing on May 1, 2025 and ending on April 30, 2026.
First report -- designated interest rate benchmark without a benchmark contributor
17. Despite subsection 36(3) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the engagement referred to in subsection 36(1), as enacted by this Instrument, must require the public accountant to provide the first report referred to in subsection 36(3), as enacted by this Instrument, to the designated benchmark administrator not later than 90 days after the coming into force of this Instrument.
Publication and delivery of first report -- designated interest rate benchmark without a benchmark contributor
18. Despite subsection 36(4) of Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, a designated benchmark administrator must publish and deliver the first report referred to in subsection 36(4), as enacted by this Instrument, to the regulator or the securities regulatory authority not later than 100 days after the coming into force of this Instrument.
Effective date
19. (1) This Instrument comes into force on •May 5, 2026.
(2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after May 5, 2026, these regulations come into force on the day on which they are filed with the Registrar of Regulations.
1. Companion Policy 25-102 Designated Benchmarks and Benchmark Administrators is changed by this Document.
2. Subsection 1(1) with the heading of "Definition of input data" is changed by replacing "s. 1(3)" with "subsection 1(3)".
3. Subsection 1(1) with the heading of "Definitions of limited assurance report on compliance and reasonable assurance report on compliance" is replaced with the following:
Subsection 1(1) -- Definition of reasonable assurance report on controls
A "reasonable assurance report on controls" must be prepared in accordance with the applicable Canadian Standard on Assurance Engagements (CSAE) under the Handbook or the applicable International Standard on Assurance Engagements (ISAE). The applicable CSAE and ISAE require that any public accountant that prepares such a report be independent.
In the Instrument, "Handbook" has the meaning set out in National Instrument 14-101 Definitions.
A reasonable assurance report on controls is required, as applicable, by sections 13.1, 32, 33, 36, 37, 38 and 40.13 of the Instrument.
• The definition of "reasonable assurance report on controls" refers to "applicable subject requirements". The term "subject requirements" is defined in subsection 1(1) of the Instrument and refers to paragraphs 13.1(1)(a) and (b), 32(1)(a) and (b), 33(1)(a) and (b), 36(1)(a), (b) and (
bc), 37(1)(a), (b) and (bc), 38(1)(a), (b) and (c) and 40.13(1)(a) and (b) of the Instrument.• The reference to "12 months" in
subsectionsparagraphs 32(2)(b) and 40.13(2)(b) of the Instrument refers toanya period of 12 consecutive months and does not need to correspond to a calendar year or a financial year of a designated benchmark administrator.• The definition of "reasonable assurance report on controls" refers to "applicable period" (which is relevant for the reference to "the applicable period for the report" in subsections
13.1(413.1(2),32(432(2),33(333(2),36(436(2),37(337(2),38(438(2) and40.13(440.13(2) of the Instrument).In the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under the Instrument for the designated benchmark.• In the caseof a reasonable assurance report on controls requested by an oversight committee under section 33 or 37 of the Instrument, the oversight committee would specify the beginning and the end of the applicable period for the report, as contemplated by subsection
33(333(2) and37(337(2) of the Instrument, respectively.First and subsequent reasonable assurance report on controls
Sections 13.1, 32, 36, 38 and 40.13 of the Instrument specify the timing for:
• the first assurance report for a designated benchmark after its designation, and
• any subsequent assurance report.
In all cases, the report must be provided to the designated benchmark administrator not later than 90 days after the end of the applicable period for the report.
In the case of the first assurance report for a designated interest rate benchmark with a benchmark contributor, the applicable period commences 3 months and one day after the designation of the benchmark and ends 6 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
In the case of the first assurance report for any other designated benchmark, the applicable period commences 9 months and one day after the designation of the benchmark and ends 12 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
For a designated critical benchmark and a designated commodity benchmark, a subsequent assurance report is required every 12 months. The applicable period commences one day after the end of the applicable period of the prior report and ends 12 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided each year following the first report.
For a designated interest rate benchmark and any other designated benchmark (other than a designated critical benchmark and a designated commodity benchmark), a subsequent assurance report is required every 24 months. The applicable period commences 12 months and one day after the end of the applicable period of the prior report and ends 24 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided every other year following the first report.
Examples
As an example of a subsequent assurance report required every 12 months, subsection 32(2) of the Instrument applies to designated critical benchmarks and provides that for purposes of subsection 32(1) of the Instrument, the applicable period for the report is:
• in the case of the first report for a designated critical benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated critical benchmark, the period commencing one day after the end of the applicable period for the prior report and ending 12 months after the end of the applicable period for the prior report.
First report
• A critical benchmark subject to section 32 of the Instrument is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• One day after June 30, 2027 is July 1, 2027.
• 12 months after June 30, 2027 is June 30, 2028.
• The applicable period for the next subsequent report is July 1, 2027 to June 30, 2028.
As an example of a subsequent assurance report required every 24 months, subsection 13.1(2) of the Instrument applies to a designated benchmark that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark and provides that for the purposes of subsection 13.1(1) of the Instrument, the applicable period for the report is:
• in the case of the first report for a designated benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated benchmark, the period commencing 12 months and one day after the end of the applicable period for the prior report and ending 24 months after the end of the applicable period for the prior report.
First report
• A benchmark subject to section 13.1 of the Instrument is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• 12 months and one day after June 30, 2027 is July 1, 2028.
• 24 months after June 30, 2027 is June 30, 2029.
• The applicable period for the next subsequent report is July 1, 2028 to June 30, 2029..
4. Subsection 36(1) with the heading of "Assurance report for designated interest rate benchmark" is changed by replacing the first paragraph with the following:
Subsection 36(1) of the Instrument provides that a designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, relating to the designated benchmark administrator's compliance with certain sections of the Instrument and
followingwhether the designated benchmark administrator follows the methodology of each designated interest rate benchmark it administers.Section 23 of the Instrument requires that a designated interest rate benchmark with a benchmark contributor must have a code of conduct for benchmark contributors. We expect that code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated benchmark administrator in subparagraph 36(2)(a)(i) of the Instrument and a benchmark contributor in paragraph 38(2)(a) of Instrument..
5. Part 8.1 is changed
(a) in the sixth bullet of the first paragraph under the heading of "Publication of information" by replacing "limited assurance report or a reasonable assurance report" with "reasonable assurance report on controls".
(b) in the second paragraph under the heading "Subsections 40.1(3) and (4) -- Dual designation as a commodity benchmark and a regulated-data benchmark" by replacing "an assurance report" with "a reasonable assurance report on controls".
6. Section 40.13 with the heading of "Assurance report on designated benchmark administrator" is deleted.
7. These changes become effective on •May 5, 2026.
The anticipated costs and benefits of the Amendments are substantially the same as described in Annex F Ontario Local Matters of the May 2024 Notice.
In Ontario, the rule making authority for the Amendments is provided in paragraphs 64 to 69 of subsection 143(1) of the Securities Act (Ontario).
In Ontario, the Amendments and other required materials were delivered to the Minister of Finance on February 18, 2026.
The Minister may approve or reject the Amendments or return them for further consideration. If the Minister approves the Amendments or does not take any further action by April 20, 2026, the Amendments will come into force and the Changes will come into effect on May 5, 2026.
Today, the OSC is also publishing a separate notice of amendments to OSC Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators and changes to Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators (the Local Amendments and Changes). The Local Amendments and Changes are based on, and consistent with, the Amendments and the Changes.
OSC Notice of Amendments to OSC Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators and Changes to Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators
February 19, 2026
Today, the Ontario Securities Commission (the OSC or we) is adopting amendments to Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators (OSC Rule 25-501) and changes to Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators (the CP).
The text of the amendments to OSC Rule 25-501 (the Amendments) and the changes to the CP (the Changes) are contained in Annex A and Annex B of this Notice, respectively.
The Amendments and the Changes are based on, and consistent with, amendments and changes to Multilateral Instrument 25-102 Designated Benchmarks and Benchmark Administrators (MI 25-102) and Companion Policy 25- 102 Designated Benchmarks and Benchmark Administrators that were published today by certain members of the Canadian Securities Administrators (the CSA) in a CSA Notice of Amendments (the CSA Notice). OSC Rule 25-501 and the Amendments are required in Ontario because MI 25-102, and the amendments to MI 25-102, would not apply to Ontario commodity futures law.
Currently, MI 25-102 and OSC Rule 25-501 provide a comprehensive regime for the designation and regulation of benchmarks and their administrators, and the regulation of benchmark contributors and of certain benchmark users of designated benchmarks.
The Amendments:
1. revise the following requirements in OSC Rule 25-501 for assurance reports (the Revised Assurance Report Requirements):
• sections 32 and 33 which apply to designated critical benchmarks,
• sections 36, 37 and 38 which apply to designated interest rate benchmarks, and
• section 40.13 which applies to designated commodity benchmarks, and
2. create a new requirement in section 13.1 of OSC Rule 25-501 that will apply to any designated benchmark that is not a designated commodity benchmark, a designated critical benchmark or a designated interest rate benchmark (e.g., if the OSC were to designate a stock index, a crypto asset benchmark that is not a commodity benchmark or a term rate benchmark that is not an interest rate benchmark).
The Changes revise language in the CP relating to assurance reports.
On May 30, 2024, we published an OSC Notice and Request for Comment (the May 2024 OSC Notice) for the proposed amendments to OSC Rule 25-501 (the Proposed Amendments) and the proposed changes to the CP (the Proposed Changes) regarding assurance reports.
The Revised Assurance Report Requirements are intended to address technical issues encountered by accounting firms that were engaged to prepare assurance reports in 2022 for Refinitiv Benchmark Services (UK) Limited (RBSL) as the designated benchmark administrator of the Canadian Dollar Offered Rate (CDOR) and the six Canadian banks that were benchmark contributors to CDOR.{1}
• These technical issues related to the manner in which MI 25-102 and OSC Rule 25-501 defined limited assurance reports and referenced the Canadian Standards on Assurance Engagements 3000, 3001, 3530 and 3531.
• While CSA staff provided guidance in 2022 on how the accounting firms could address the technical issues for purposes of preparing that year's assurance reports, we are now adopting the Revised Assurance Report Requirements to provide greater certainty to the parties that are required to prepare these reports.
• We sought to ensure that the Revised Assurance Report Requirements will also work for accounting firms that apply International Standard on Assurance Engagements 3000.
Further details about the rationale for the Amendments and the Changes are available in the May 2024 OSC Notice.
Currently, the OSC and the AMF have only designated Term CORRA as a designated interest rate benchmark and CanDeal Benchmark Administration Services Inc. (CBAS) as its designated benchmark administrator for the purposes of MI 25-102 and, in the case of the OSC, OSC Rule 25-501. No other securities regulatory authorities in Canada have designated any benchmarks or benchmark administrators at this time.
The comment period for the May 2024 OSC Notice ended on August 28, 2024. No comment letters were received.
However, one comment letter was received in respect of the proposed amendments to MI 25-102. The name of the commenter and a summary of their comments, together with the CSA's responses, are contained in Annex A of the CSA Notice.
For details of all changes made, Annex C and Annex D contain blacklined copies of the Amendments and the Changes showing the changes from the Proposed Amendments and Proposed Changes, respectively.
Notable changes include:
• Simplified language -- We revised the Proposed Amendments to include simplified language specifying:
• that the first reasonable assurance report on controls for a designated benchmark should be provided on a fixed date (as applicable) after the designation of a benchmark,
• the applicable period for each assurance report, and
• that an assurance report for an applicable period should be provided no later than 90 days after the last day of that period.
We also included revised language in the CP to:
• indicate that, in the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under OSC Rule 25-501 for the designated benchmark, and
• provide examples of an applicable period for a first assurance report and a subsequent report.
• References to code of conduct for a benchmark contributor -As a result of the simplified language, the timing for the first assurance report in respect of a designated interest rate benchmark with a benchmark contributor in new subparagraph 36(2)(a)(i) and paragraph 38(2)(a) of OSC Rule 25-501 no longer refers to the introduction of a code of conduct for benchmark contributors.
• The simplified language provides that the first assurance report in respect of a designated interest rate benchmark with a benchmark contributor is to be prepared 6 months after the designation of the benchmark, with a 3-month look-back period.
• In addition, we have included references to the code of conduct referred to in section 23 of OSC Rule 25-501 for benchmark contributors in new paragraphs 36(1)(b) and 37(1)(c) of OSC Rule 25-501 as a matter to be covered in the reasonable assurance report on controls. The definition of "subject requirements" in OSC Rule 25-501 was revised accordingly.
We also included revised language in the CP indicating that we expect the code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated interest rate benchmark in new subparagraph 36(2)(a)(i) and paragraph 38(2)(a) of OSC Rule 25-501.
• Critical benchmarks -- In terms of the timing for a reasonable assurance report on controls in respect of a designated critical benchmark, we revised new subsection 32(2) of OSC Rule 25-501 to provide for the applicable period for the first report and any subsequent report.
• Commodity benchmarks -- In terms of the timing for a reasonable assurance report on controls in respect of a designated commodity benchmark, we revised new subsection 40.13(2) of OSC Rule 25-501 to provide for the applicable period for the first report and any subsequent report.
• Transition provision- We added transition provisions in sections 16, 17 and 18 of the amending instrument that will apply in respect of an interest rate benchmark without a benchmark contributor that was designated before the effective date of the Amendments.
The anticipated costs and benefits of the Amendments are substantially the same as described in the May 2024 OSC Notice.
The rule making authority for the Amendments is provided in paragraphs 34 to 39 of subsection 65(1) of the Commodity Futures Act (Ontario).
The Amendments and other required materials were delivered to the Minister of Finance on February 18, 2026.
The Minister may approve or reject the Amendments or return them for further consideration. If the Minister approves the Amendments or does not take any further action by April 20, 2026, the Amendments will come into force and the Changes will come into effect on May 5, 2026.
This Notice includes the following Annexes:
Annex A: Amendments to OSC Rule 25-501
Annex B: Changes to CP
Annex C: Amendments to OSC Rule 25-501, blacklined to show changes from the Proposed Amendments
Annex D: Changes to CP, blacklined to show changes from the Proposed Changes
Please refer your questions to either of the following:
Michael Bennett |
Darren Sutherland |
Senior Legal Counsel, Corporate Finance |
Senior Accountant, Corporate Finance |
Ontario Securities Commission |
Ontario Securities Commission |
416-593-8079 |
416-593-8234 |
mbennett@osc.ca |
dsutherland@osc.ca |
{1} The OSC and the Autorité des marchés financiers (AMF) had previously designated CDOR as a designated critical benchmark and a designated interest rate benchmark and RBSL as its designated benchmark administrator for purposes of MI 25-102 and, in the case of the OSC, OSC Rule 25-501. After CDOR ceased to be published following a final publication on June 28, 2024, the OSC and the AMF subsequently issued orders revoking the designation of CDOR and RBSL.
• A copy of the OSC revocation order is at https://www.osc.ca/sites/default/files/2024-07/ord_20240718_refinitiv-benchmark-services.pdf.
• A copy of the AMF revocation order is at https://lautorite.qc.ca/fileadmin/lautorite/professionnels/structures-marche/indice-reference/2024-PDG-0044.pdf.
1. Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators is amended by this Instrument.
2. Subsection 1(1) is amended by repealing the definitions of "CSAE 3000", "CSAE 3001", "CSAE 3530", "CSAE 3531", "ISAE 3000", "limited assurance report on compliance", and "reasonable assurance report on compliance".
3. Subsection 1(1) is amended by adding the following definition:
"reasonable assurance report on controls" means a report prepared on a reasonable assurance basis
(a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that
(i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and
(ii) states whether those policies, procedures and controls operated effectively over the applicable period, and
(b) in accordance with
(i) the Handbook, or
(ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;.
4. Subsection 1(1) is amended in the definition of "subject requirements":
(a) by adding the following paragraph:
(a.0) paragraphs 13.1(1)(a) and (b);, and
(b) by repealing paragraphs (c) and (d) and substituting the following:
(c) paragraphs 36(1)(a), (b) and (c),
(d) paragraphs 37(1)(a), (b) and (c),.
5. Paragraph 5(2)(b) is amended by replacing ",a public accountant's limited assurance report on compliance or a reasonable assurance report on compliance" with "or a reasonable assurance report on controls".
6. Paragraphs 7(8)(f) and (g) are amended by replacing ", or any public accountant's limited assurance report on compliance or reasonable assurance report on compliance" with "or any reasonable assurance report on controls".
7. The following section is added:
Assurance report on designated benchmark administrator
13.1(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
8. Paragraphs 24(4)(f), 24(5)(a) and (b) and 26(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
9. Section 32 is repealed and the following substituted:
Assurance report on designated benchmark administrator
32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b) whether the designated benchmark administrator follows the methodology of the designated critical benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
10. Section 33 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with section 24, and
(b) whether the benchmark contributor follows the methodology of the designated critical benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
11. Section 36 is repealed and the following substituted:
Assurance report on designated benchmark administrator
36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16, 26 and 34,
(b) for a benchmark with a benchmark contributor, the designated benchmark administrator's compliance with section 23, and
(c) whether the designated benchmark administrator follows the methodology of the designated interest rate benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report,
(i) for a benchmark with a benchmark contributor, the period commencing 3 months and one day after the date of designation of the benchmark and ending 6 months after that date, or
(ii) for a benchmark without a benchmark contributor, the period commencing 9 months and one day after the date of designation of the benchmark and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
12. Section 37 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmark contributor's compliance with the code of conduct referred to in section 23.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to
(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
13. Section 38 is repealed and the following substituted:
Assurance report on benchmark contributor required at certain times
38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to
(a) the benchmark contributor's compliance with sections 24 and 39,
(b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and
(c) the benchmarks contributor's compliance with the code of conduct referred to in section 23.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 3 months and one day after the date of designation of a benchmark referred to in that subsection and ending 6 months after that date, and
(b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), deliver a copy of the report to
(a) the oversight committee referred to in section 7,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
14. Paragraphs 39(8)(b) and 40.11(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
15. Section 40.13 is repealed and the following substituted:
Assurance report on designated benchmark administrator
40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and
(b) whether the designated benchmark administrator follows the methodology of the designated commodity benchmark.
(2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,
(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to a designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2).
(4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the Director..
16. Despite subparagraph 36(2)(a)(ii) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the applicable period of the first report referred to in subparagraph 36(2)(a)(ii), as enacted by this Instrument, is the period commencing on May 1, 2025 and ending on April 30, 2026.
17. Despite subsection 36(3) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the engagement referred to in subsection 36(1), as enacted by this Instrument, must require the public accountant to provide the first report referred to in subsection 36(3), as enacted by this Instrument, to the designated benchmark administrator not later than 90 days after the coming into force of this Instrument.
18. Despite subsection 36(4) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, a designated benchmark administrator must publish and deliver the first report referred to in subsection 36(4), as enacted by this Instrument, to the Director not later than 100 days after the coming into force of this Instrument.
19. This Instrument comes into force on May 5, 2026.
1. Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators is changed by this Document.
2. Subsection 1(1) with the heading of "Definition of input data" is changed by replacing "s. 1(3)" with "subsection 1(3)".
3. Subsection 1(1) with the heading of "Definitions of limited assurance report on compliance and reasonable assurance report on compliance" is replaced with the following:
Subsection 1(1) -- Definition of reasonable assurance report on controls
A "reasonable assurance report on controls" must be prepared in accordance with the applicable Canadian Standard on Assurance Engagements (CSAE) under the Handbook or the applicable International Standard on Assurance Engagements (ISAE). The applicable CSAE and ISAE require that any public accountant that prepares such a report be independent.
In the Rule, "Handbook" has the meaning set out in National Instrument 14-101 Definitions.
A reasonable assurance report on controls is required, as applicable, by sections 13.1, 32, 33, 36, 37, 38 and 40.13 of the Rule.
• The definition of "reasonable assurance report on controls" refers to "applicable subject requirements". The term "subject requirements" is defined in subsection 1(1) of the Rule and refers to paragraphs 13.1(1)(a) and (b), 32(1)(a) and (b), 33(1)(a) and (b), 36(1)(a), (b) and (c), 37(1)(a), (b) and (c), 38(1)(a), (b) and (c) and 40.13(1)(a) and (b) of the Rule.
• The reference to "12 months" in paragraphs 32(2)(b) and 40.13(2)(b) of the Rule refers to a period of 12 consecutive months and does not need to correspond to a calendar year or a financial year of a designated benchmark administrator.
• The definition of "reasonable assurance report on controls" refers to "applicable period" (which is relevant for the reference to "the applicable period for the report" in subsections 13.1(2), 32(2), 33(2), 36(2), 37(2), 38(2) and 40.13(2) of the Rule). In the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under the Rule for the designated benchmark.
• In the case of a reasonable assurance report on controls requested by an oversight committee under section 33 or 37 of the Rule, the oversight committee would specify the beginning and the end of the applicable period for the report, as contemplated by subsection 33(2) and 37(2) of the Rule, respectively.
First and subsequent reasonable assurance report on controls
Sections 13.1, 32, 36, 38 and 40.13 of the Rule specify the timing for:
• the first assurance report for a designated benchmark after its designation, and
• any subsequent assurance report.
In all cases, the report must be provided to the designated benchmark administrator not later than 90 days after the end of the applicable period for the report.
In the case of the first assurance report for a designated interest rate benchmark with a benchmark contributor, the applicable period commences 3 months and one day after the designation of the benchmark and ends 6 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
In the case of the first assurance report for any other designated benchmark, the applicable period commences 9 months and one day after the designation of the benchmark and ends 12 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
For a designated critical benchmark and a designated commodity benchmark, a subsequent assurance report is required every 12 months. The applicable period commences one day after the end of the applicable period of the prior report and ends 12 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided each year following the first report.
For a designated interest rate benchmark and any other designated benchmark (other than a designated critical benchmark and a designated commodity benchmark), a subsequent assurance report is required every 24 months. The applicable period commences 12 months and one day after the end of the applicable period of the prior report and ends 24 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided every other year following the first report.
Examples
As an example of a subsequent assurance report required every 12 months, subsection 32(2) of the Rule applies to designated critical benchmarks and provides that for purposes of subsection 32(1) of the Rule, the applicable period for the report is:
• in the case of the first report for a designated critical benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated critical benchmark, the period commencing one day after the end of the applicable period for the prior report and ending 12 months after the end of the applicable period for the prior report.
First report
• A critical benchmark subject to section 32 of the Rule is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• One day after June 30, 2027 is July 1, 2027.
• 12 months after June 30, 2027 is June 30, 2028.
• The applicable period for the next subsequent report is July 1, 2027 to June 30, 2028.
As an example of a subsequent assurance report required every 24 months, subsection 13.1(2) of the Rule applies to a designated benchmark that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark and provides that for the purposes of subsection 13.1(1) of the Rule, the applicable period for the report is:
• in the case of the first report for a designated benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated benchmark, the period commencing 12 months and one day after the end of the applicable period for the prior report and ending 24 months after the end of the applicable period for the prior report.
First report
• A benchmark subject to section 13.1 of the Rule is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• 12 months and one day after June 30, 2027 is July 1, 2028.
• 24 months after June 30, 2027 is June 30, 2029.
• The applicable period for the next subsequent report is July 1, 2028 to June 30, 2029..
4. Subsection 36(1) with the heading of "Assurance report for designated interest rate benchmark" is changed by replacing the first paragraph with the following:
Subsection 36(1) of the Rule provides that a designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, relating to the designated benchmark administrator's compliance with certain sections of the Rule and whether the designated benchmark administrator follows the methodology of each designated interest rate benchmark it administers.
Section 23 of the Rule requires that a designated interest rate benchmark with a benchmark contributor must have a code of conduct for benchmark contributors. We expect that code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated benchmark administrator in subparagraph 36(2)(a)(i) of the Rule and a benchmark contributor in paragraph 38(2)(a) of Rule..
5. Part 8.1 is changed
(a) in the sixth bullet of the first paragraph under the heading of "Publication of information" by replacing "limited assurance report or a reasonable assurance report" with "reasonable assurance report on controls".
(b) in the second paragraph under the heading "Subsections 40.1(3) and (4) -- Dual designation as a commodity benchmark and a regulated-data benchmark" by replacing "an assurance report" with "a reasonable assurance report on controls".
6. Section 40.13 with the heading of "Assurance report on designated benchmark administrator" is deleted.
7. These changes become effective on May 5, 2026.
1. Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators is amended by this Instrument.
2. Subsection 1(1) is amended by repealing the definitions of "CSAE 3000", "CSAE 3001", "CSAE 3530", "CSAE 3531", "ISAE 3000", "limited assurance report on compliance", and "reasonable assurance report on compliance".
3. Subsection 1(1) is amended by adding the following definition before the definition of "subject requirements":
"reasonable assurance report on controls" means a report prepared on a reasonable assurance basis
(a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that
(i)(i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and
(ii)(ii) states whether those policies, procedures and controls operated effectively over the applicable period, and(b) in accordance with
(i) the Handbook, or
(ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time;.
4. Subsection 1(1) is amended in the definition of "subject requirements" :
(a) by adding the following paragraph:
(a.0) paragraphs 13.1(1)(a) and (b);, and
(b) by repealing paragraphs (c) and (d) and substituting the following:
(c) paragraphs 36(1)(a), (b) and (c),
(d) paragraphs 37(1)(a), (b) and (c),.
5. Paragraph 5(2)(b) is amended by replacing ", a public accountant's limited assurance report on compliance or a reasonable assurance report on compliance" with "or a reasonable assurance report on controls".
6. Paragraphs 7(8)(f) and 7(8) (g) are amended by replacing ", or any public accountant's limited assurance report on compliance or reasonable assurance report on compliance" with "or any reasonable assurance report on controls".
7. The following section is added:
Assurance report on designated benchmark administrator
13.1(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with sections 5, 8 to 16
,and 26, and(b)
followingwhether the designated benchmark administrator follows the methodology of the designated benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occursFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of
thea firstengagement, within 12report, the period commencing 9 months and one day after the date ofthedesignation ofthea benchmarkreferred to in that subsection and ending 12 months after that date, and(b) in the case of
anya report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequentengagement, once everyreport and ending 24 monthsafter the end of that period.(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controls to the designated benchmark administrator withinreferred to in that subsection to the designated benchmark administrator not later than 90 daysofafter the end of the12 months or 24 months referred to inapplicable period under subsection (2).(4) For the purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated benchmark, the period commencing 3 months before the end of the 12 months referred to in paragraph (2)(a) and ending on the last day of that 12 months, and
(b) in the case of any subsequent report for a designated benchmark, the period commencing 12 months before the end of the 24 months referred to in paragraph (2)(b) and ending on the last day of those 24 months.(5)
Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the12 months or 24 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the Director..
8. Paragraphs 24(4)(f), 24(5)(a) and (b) and 26(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
9. Section 32 is repealed and the following substituted:
Assurance report on designated benchmark administrator
32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with sections 5, 8 to 16 and 26, and
(b)
followingwhether the designated benchmark administrator follows the methodology of the designated critical benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occurs once every 12 monthsFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the designated benchmark administratorwithinnot later than 90 daysofafter the end of the12 months referred to inapplicable period under subsection (2).(4) For the purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated critical benchmark, the period commencing 3 months before the end of the 12 months referred to in subsection (2) and ending on the last day of those 12 months, and
(b) in the case of any subsequent report for a designated critical benchmark, the period commencing on the first day of the 12 months referred to in subsection (2) and ending on the last day of those 12 months.
(5) Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the12 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the Director..
10. Section 33 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
the benchmark contributor's(a) the benchmark contributor's compliance with section 24, and
(b)
followingwhether the benchmark contributor follows the methodology of the designated critical benchmark.(2)
A benchmark contributor must require the public accountant to provide the reasonable assuranceFor the purposes of subsection (1), the applicable period of a reporton controlsreferred tothe benchmark contributor within 90 days of thein that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a requestof the oversight committeereferred to in that subsection(1).(3) For the purposes of subsection (1),
the applicable period for the report is 3 months, 6 months, 9 months or 12 months as specified in the request of the oversight committeean engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.(4)
AFor the purposes of subsection (1), a benchmark contributor must,withinnot later than 100 daysof theafter a request of the oversight committee referred to in that subsection(1), deliver a copy ofthea reportreferred to in that subsection to(a) the oversight committee,
(b) the board of directors of the designated benchmark administratorthat established the oversight committee referred to in paragraph (a), and
(c) the Director..
11. Section 36 is repealed and the following substituted:
Assurance report on designated benchmark administrator
36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to
(a) the designated benchmark administrator's compliance with sections 5, 8 to 16, 26 and 34,
(b) for a benchmark with a benchmark contributor, the designated benchmark administrator's
(a)compliance withsections 5, 8 to 16, 26 and 34section 23, and(
bc)followingwhether the designated benchmark administrator follows the methodology of the designated interest rate benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occursFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of
thea firstengagementreport,(i)
in the case of a designated interest ratefor a benchmark with a benchmark contributor,within 6the period commencing 3 months and one day after thelaterdate of
(A) the introduction of a code of conduct for a benchmark contributor referred to in section 23, and
(B) thedesignation of the benchmarkand ending 6 months after that date, or(ii)
in the case of a designated interest ratefor a benchmark without a benchmark contributor,within 12the period commencing 9 monthsofand one day after thedate of designation of the benchmarkand ending 12 months after that date, and(b) in the case of
anya report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequentengagement, once everyreport and ending 24 monthsafter the end of that period.(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the designated benchmark administratorwithinnot later than 90 daysofafter the end of the6 months, 12 months or 24 months referred to inapplicable period under subsection (2).(4) For the purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated interest rate benchmark, the period commencing 3 months before the end of the 6 months or 12 months referred to in paragraph (2)(a) and ending on the last day of those 6 months or 12 months, and
(b) in the case of any subsequent report for a designated interest rate benchmark, the period commencing 12 months before the end of the 24 months referred to in paragraph (2)(b) and ending on the last day of those 24 months.
(5) Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the6 months, 12 months or 24 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the Director..
12. SubsectionSection 37 is repealed and the following substituted:
Assurance report on benchmark contributor requested by oversight committee
37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to
the benchmark contributor's(a) the benchmark contributor's compliance with sections 24 and 39,
and(b)
followingwhether the benchmark contributor follows the methodology of the designated interest rate benchmark, and(c) the benchmark contributor's compliance with the code of conduct referred to in section 23.
(2)
A benchmark contributor must require the public accountant to provide the reasonable assuranceFor the purposes of subsection (1), the applicable period of a reporton controlsreferred tothe benchmark contributor within 90 days of thein that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a requestof the oversight committeereferred to in that subsection(1).(3) For the purposes of subsection (1),
the applicable period for the report is 3 months, 6 months, 9 months or 12 months as specified in the request of the oversight committeean engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection.(4)
AFor the purposes of subsection (1), a benchmark contributor must,withinnot later than 100 daysof theafter a request of the oversight committee referred to in that subsection(1), deliver a copy ofthea reportreferred to in that subsection to(a) the oversight committee,
(b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and
(c) the Director..
13. SubsectionSection 38 is repealed and the following substituted:
Assurance report on benchmark contributor required at certain times
38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to
the benchmark contributor's(a) the benchmark contributor's compliance with sections 24 and 39,
(b)
followingwhether the benchmark contributor follows the methodology of the designated interest rate benchmark, and(c)
followingthe benchmarks contributor's compliance with the code of conduct referred to in section 23.(2)
A benchmark contributor must ensure that an engagement referred to in subsection (1) occursFor the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of
thea firstengagement, 6 months after the later of
(i) the introduction of a code of conduct for benchmark contributors referred to in section 23, and
(ii)report, the period commencing 3 months and one day after thedate of designation ofthea benchmarkreferred to in that subsection and ending 6 months after that date, and(b) in the case of
anya report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequentengagement, once everyreport and ending 24 monthsafter the end of that period.(3)
A benchmark contributorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred to in that subsection to the benchmark contributorwithinnot later than 90 daysofafter the end of the6 months or 24 months referred to inapplicable period under subsection (2).(4) Forthe purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated interest rate benchmark, the period commencing 3 months before the end of the 6 months referred to in paragraph (2)(a) and ending on the last day of those 6 months, and
(b) in the case of any subsequent report for a designated interest rate benchmark, the period commencing 12 months before the end of the 24 months referred to in paragraph (2)(b) and ending on the last day of those 24 months.
(5) Aa benchmark contributor must,withinnot later than 100 daysofafter the end of the6 months or 24 monthsapplicable period under subsection (2) of a report referred to in subsection (21), deliver a copy of the report to(a) the oversight committee referred to in section 7,
(b) the board of directors of the designated benchmark administratorthat established the oversight committee referred to in paragraph (a), and
(c) the Director..
14. Paragraphs 39(8)(b) and 40.11(3)(b) are amended by replacing "limited assurance report on compliance or reasonable assurance report on compliance" with "reasonable assurance report on controls".
15. SubsectionSection 40.13 is repealed and the following substituted:
Assurance report on designated benchmark administrator
40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to
the designated benchmark administrator's(a) the designated benchmark administrator's compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and
(b)
followingwhether the designated benchmark administrator follows the methodologyapplicable toof the designated commodity benchmark.(2)
A designated benchmark administrator must ensure that an engagement referred to in subsection (1) occurs once every 12 months.For the purposes of subsection (1), the applicable period of a report referred to in that subsection is,(a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and
(b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period.
(3)
A designated benchmark administratorFor the purposes of subsection (1), an engagement referred to in that subsection must requirethea public accountant to providethe reasonable assurancea reporton controlsreferred tothein that subsection to a designated benchmark administratorwithinnot later than 90 daysofafter the end of the12 months referred to inapplicable period under subsection (2).(4) Forthe purposes of subsection (1),
the applicable period for the report is
(a) in the case of the first report for a designated commodity benchmark, the period commencing 3 months before the end of the 12 months referred to in subsection (2) and ending on the last day of that 12 months, and
(b) in the case of any subsequent report for a designated commodity benchmark, the period commencing on the first day of the 12 months referred to in subsection (2) and ending on the last day of that 12 months.
(5) Aa designated benchmark administrator must,withinnot later than 100 daysofafter the end of the12 monthsapplicable period under subsection (2) of a report referred to in subsection (21), publish the report and deliver a copy of the report to the Director..
16
Transition
Applicable period of first report -- designated interest rate benchmark without a benchmark contributor
16. Despite subparagraph 36(2)(a)(ii) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the applicable period of the first report referred to in subparagraph 36(2)(a)(ii), as enacted by this Instrument, is the period commencing on May 1, 2025 and ending on April 30, 2026.
First report -- designated interest rate benchmark without a benchmark contributor
17. Despite subsection 36(3) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, the engagement referred to in subsection 36(1), as enacted by this Instrument, must require the public accountant to provide the first report referred to in subsection 36(3), as enacted by this Instrument, to the designated benchmark administrator not later than 90 days after the coming into force of this Instrument.
Publication and delivery of first report -- designated interest rate benchmark without a benchmark contributor
18. Despite subsection 36(4) of Ontario Securities Commission Rule 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators, as enacted by this Instrument, if a designated interest rate benchmark without a benchmark contributor was designated before the coming into force of this Instrument, a designated benchmark administrator must publish and deliver the first report referred to in subsection 36(4), as enacted by this Instrument, to the Director not later than 100 days after the coming into force of this Instrument.
Effective date
19. This Instrument comes into force on •May 5, 2026.
1. Companion Policy 25-501 (Commodity Futures Act) Designated Benchmarks and Benchmark Administrators is changed by this Document.
2. Subsection 1(1) with the heading of "Definition of input data" is changed by replacing "s. 1(3)" with "subsection 1(3)".
3. Subsection 1(1) with the heading of "Definitions of limited assurance report on compliance and reasonable assurance report on compliance" is replaced with the following:
Subsection 1(1) -- Definition of reasonable assurance report on controls
A "reasonable assurance report on controls" must be prepared in accordance with the applicable Canadian Standard on Assurance Engagements (CSAE) under the Handbook or the applicable International Standard on Assurance Engagements (ISAE). The applicable CSAE and ISAE require that any public accountant that prepares such a report be independent.
In the Rule, "Handbook" has the meaning set out in National Instrument 14-101 Definitions.
A reasonable assurance report on controls is required, as applicable, by sections 13.1, 32, 33, 36, 37, 38 and 40.13 of the Rule.
• The definition of "reasonable assurance report on controls" refers to "applicable subject requirements". The term "subject requirements" is defined in subsection 1(1) of the Rule and refers to paragraphs 13.1(1)(a) and (b), 32(1)(a) and (b), 33(1)(a) and (b), 36(1)(a), (b) and (
bc), 37(1)(a), (b) and (bc), 38(1)(a), (b) and (c) and 40.13(1)(a) and (b) of the Rule.• The reference to "12 months" in
subsectionsparagraphs 32(2)(b) and 40.13(2)(b) of the Rule refers toanya period of 12 consecutive months and does not need to correspond to a calendar year or a financial year of a designated benchmark administrator.• The definition of "reasonable assurance report on controls" refers to "applicable period" (which is relevant for the reference to "the applicable period for the report" in subsections
13.1(413.1(2),32(432(2),33(333(2),36(436(2),37(337(2),38(438(2) and40.13(440.13(2) of the Rule).In the future, we will generally plan to arrange for any future designation of a benchmark to occur at the end of a month, in order to facilitate the applicable periods for future assurance reports required under the Rule for the designated benchmark.• In the caseof a reasonable assurance report on controls requested by an oversight committee under section 33 or 37 of the Rule, the oversight committee would specify the beginning and the end of the applicable period for the report, as contemplated by subsection
33(333(2) and37(337(2) of the Rule, respectively.First and subsequent reasonable assurance report on controls
Sections 13.1, 32, 36, 38 and 40.13 of the Rule specify the timing for:
• the first assurance report for a designated benchmark after its designation, and
• any subsequent assurance report.
In all cases, the report must be provided to the designated benchmark administrator not later than 90 days after the end of the applicable period for the report.
In the case of the first assurance report for a designated interest rate benchmark with a benchmark contributor, the applicable period commences 3 months and one day after the designation of the benchmark and ends 6 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
In the case of the first assurance report for any other designated benchmark, the applicable period commences 9 months and one day after the designation of the benchmark and ends 12 months after the designation of the benchmark. This is intended to result in a first report covering a three-month "look-back" period.
For a designated critical benchmark and a designated commodity benchmark, a subsequent assurance report is required every 12 months. The applicable period commences one day after the end of the applicable period of the prior report and ends 12 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided each year following the first report.
For a designated interest rate benchmark and any other designated benchmark (other than a designated critical benchmark and a designated commodity benchmark), a subsequent assurance report is required every 24 months. The applicable period commences 12 months and one day after the end of the applicable period of the prior report and ends 24 months after the end of the applicable period of the prior report. This is intended to result in a reasonable assurance report covering a 12-month period provided every other year following the first report.
Examples
As an example of a subsequent assurance report required every 12 months, subsection 32(2) of the Rule applies to designated critical benchmarks and provides that for purposes of subsection 32(1) of the Rule, the applicable period for the report is:
• in the case of the first report for a designated critical benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated critical benchmark, the period commencing one day after the end of the applicable period for the prior report and ending 12 months after the end of the applicable period for the prior report.
First report
• A critical benchmark subject to section 32 of the Rule is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• One day after June 30, 2027 is July 1, 2027.
• 12 months after June 30, 2027 is June 30, 2028.
• The applicable period for the next subsequent report is July 1, 2027 to June 30, 2028.
As an example of a subsequent assurance report required every 24 months, subsection 13.1(2) of the Rule applies to a designated benchmark that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark and provides that for the purposes of subsection 13.1(1) of the Rule, the applicable period for the report is:
• in the case of the first report for a designated benchmark, the period commencing 9 months and one day after the designation of the benchmark and ending 12 months after the designation of the benchmark, and
• in the case of any subsequent report for a designated benchmark, the period commencing 12 months and one day after the end of the applicable period for the prior report and ending 24 months after the end of the applicable period for the prior report.
First report
• A benchmark subject to section 13.1 of the Rule is designated on June 30, 2026.
• 9 months and one day after June 30, 2026 is April 1, 2027.
• 12 months after June 30, 2026 is June 30, 2027.
• The applicable period for the first report is April 1, 2027 to June 30, 2027.
Next subsequent report
• 12 months and one day after June 30, 2027 is July 1, 2028.
• 24 months after June 30, 2027 is June 30, 2029.
• The applicable period for the next subsequent report is July 1, 2028 to June 30, 2029..
4. Subsection 36(1) with the heading of "Assurance report for designated interest rate benchmark" is changed by replacing the first paragraph with the following:
Subsection 36(1) of the Rule provides that a designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, relating to the designated benchmark administrator's compliance with certain sections of the Rule and
followingwhether the designated benchmark administrator follows the methodology of each designated interest rate benchmark it administers.Section 23 of the Rule requires that a designated interest rate benchmark with a benchmark contributor must have a code of conduct for benchmark contributors. We expect that code of conduct to be in place soon after the designation of the benchmark, given the requirement for a first assurance report in respect of a designated benchmark administrator in subparagraph 36(2)(a)(i) of the Rule and a benchmark contributor in paragraph 38(2)(a) of Rule..
5. Part 8.1 is changed
(a) in the sixth bullet of the first paragraph under the heading of "Publication of information" by replacing "limited assurance report or a reasonable assurance report" with "reasonable assurance report on controls".
(b) in the second paragraph under the heading "Subsections 40.1(3) and (4) -- Dual designation as a commodity benchmark and a regulated-data benchmark" by replacing "an assurance report" with "a reasonable assurance report on controls".
6. Section 40.13 with the heading of "Assurance report on designated benchmark administrator" is deleted.
7. These changes become effective on •May 5, 2026.
LongPoint Asset Management Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to facilitate the offering of exchange-traded mutual fund securities and conventional mutual fund securities under the same form of prospectus -- Relief granted from the requirement in NI 41-101 to file a long form prospectus for exchange-traded fund securities provided that a simplified prospectus is prepared and filed in accordance with NI 81-101 and the filer includes disclosure required pursuant to Form 41-101F2 that is not contemplated by Form 81-101F1 in respect of the exchange-traded fund securities -- Filer will file ETF Facts in the form prescribed by Form 41-101F4 in respect of exchange-traded fund securities of a fund and will file a Fund Facts document in the form prescribed by Form 81-101F3 in respect of conventional mutual fund securities of a fund -- Technical relief granted from Parts 9, 10 and 14 of NI 81-102 to permit each fund to treat its exchange-traded fund securities and conventional mutual fund securities as separate mutual funds for the purpose of compliance with Parts 9, 10 and 14 of NI 81-102.
National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2) and 19.1.
National Instrument 81-102 Investment Funds, Parts 9, 10, and 14, and s. 19.1.
February 10, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of each of: (i) the Proposed Funds (as defined below); (ii) such other mutual funds as are managed by the Filer or an affiliate of the Filer that offer ETF Securities (as defined below) either alone or along with Mutual Fund Securities (as defined below) (collectively, the Existing Funds); and (iii) such other mutual funds as are managed or may be managed by the Filer, or an affiliate of the Filer, in the future that offer ETF Securities either alone or along with Mutual Fund Securities (collectively, the Future Funds and collectively with the Existing Funds and the Proposed Funds, the Funds, and each, a Fund), for a decision under the securities legislation of the Jurisdiction (the Legislation) granting exemptive relief that:
(a) exempts the Filer, an affiliate of the Filer, and each Fund from the requirement in subsection 3.1(2) of National Instrument 41-101 General Prospectus Requirements (NI 41-101) to prepare and file a long form prospectus for the ETF Securities in the form prescribed by Form 41-101F2 Information Required in an Investment Fund Prospectus (Form 41-101F2) provided that the Filer files (i) a prospectus for the ETF Securities in accordance with the provisions of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), other than the requirements pertaining to the filing of a Fund Facts document; and (ii) an ETF Facts document in accordance with Part 3B of NI 41-101 (the ETF Prospectus Form Relief); and
(b) permits the Filer, an affiliate of the Filer, and each Fund that offers both ETF Securities and Mutual Fund Securities to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with the provisions of Parts 9, 10 and 14 of National Instrument 81-102 Investment Funds (NI 81-102) (the Sales and Redemptions Relief and together with the ETF Prospectus Form Relief, 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;
(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 all of the provinces and territories of Canada other than the Jurisdiction (together with Ontario, the Jurisdictions).
Capitalized terms used herein have the meaning ascribed thereto below (or in MI 11-102, National Instrument 14-101 Definitions and NI 81-102, as applicable) unless otherwise defined in this decision.
Affiliate Dealer means a registered dealer that is an affiliate of an Authorized Dealer or Designated Broker and that participates in the re-sale of Creation Units (as defined below) from time to time.
Authorized Dealer means a registered dealer that has entered, or intends to enter, into an agreement with the manager of a Fund authorizing the dealer to subscribe for, purchase and redeem Creation Units from one or more Funds on a continuous basis from time to time.
Basket of Securities means, in relation to the ETF Securities of a Fund, a group of some or all of the constituent securities of the Fund, a group of securities or assets representing the constituents of the Fund, or a group of securities selected by the portfolio manager or sub-advisor, as applicable, from time to time.
Designated Broker means a registered dealer that has entered, or intends to enter, into an agreement with the Filer or an affiliate of the Filer on behalf of a Fund to perform certain duties in relation to the ETF Securities of the Fund, including the posting of a liquid two-way market for the trading of the Fund's ETF Securities on an Exchange or another Marketplace.
ETF Facts means an ETF facts document prepared, filed and delivered in accordance with Part 3B of NI 41-101.
ETF Securities means securities of an exchange-traded Fund or of an exchange-traded series of a Fund that are listed or will be listed on an Exchange or another Marketplace and that will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.
Exchange means the Toronto Stock Exchange (TSX) or Cboe Canada Inc., as applicable.
Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus.
Form 81-101F3 means Form 81-101F3 Contents of Fund Facts Document.
Fund Facts means a prescribed summary disclosure document required pursuant to NI 81-101 in respect of one or more classes or series of Mutual Fund Securities being distributed under a prospectus.
Legislation means the securities legislation of each of the Jurisdictions, as applicable.
Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.
Mutual Fund Securities means securities of a non-exchange-traded series of a Fund that are or will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.
Other Dealer means a registered dealer that is not an Authorized Dealer, Designated Broker or Affiliate Dealer.
Prescribed Number of ETF Securities means, in relation to a Fund, the number of ETF Securities of the Fund determined by the Filer from time to time for the purpose of subscription, orders, exchanges, redemptions or for other purposes.
Prospectus Delivery Requirement means the requirement that a dealer, not acting as agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which the prospectus requirement of the Legislation applies, send or deliver to the purchaser or its agent, unless the dealer has previously done so, the latest prospectus and any amendment either before entering into an agreement of purchase and sale resulting from the order or subscription, or not later than midnight on the second business day after entering into that agreement.
Proposed Funds (and each, a Proposed Fund) means Humilis North American Tactical Equity Fund, Humilis North American Dividend Growth ETF and Humilis North American Equity Opportunities ETF.
Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities of a Fund, as applicable.
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 the Province of Ontario. The head office of the Filer is located in Toronto, Ontario.
2. The Filer is currently registered as a portfolio manager, commodity trading manager and exempt market dealer in Ontario and as an investment fund manager in Ontario, Québec and Newfoundland and Labrador.
3. The Filer or an affiliate will be the investment fund manager and portfolio manager of the Funds.
4. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Funds
5. Each Fund is, or will be, an open-ended mutual fund established as either a trust or a class of shares of a mutual fund corporation under the laws of one of the Jurisdictions. Each Fund is, or will be, a reporting issuer in the Jurisdictions in which its securities are distributed. Each Fund that relies on the Exemption Sought will offer ETF Securities either alone or along with Mutual Fund Securities.
6. Subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, each Fund is, or will be, subject to NI 81-102 and Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81- 102.
7. The anticipated names of the Proposed Funds are set out above.
8. It is anticipated that the Proposed Funds will file a preliminary prospectus on, or about, February 20, 2026, in respect of the initial public offering of Class A and F and ETF units, as applicable, in the form prescribed by Form 81-101F1 in the Jurisdictions. If the ETF Prospectus Form Relief is granted, it is expected that the Filer will file a final simplified prospectus in the form prescribed by Form 81-101F1, in respect of the Proposed Funds, Fund Facts documents in the form prescribed by Form 81-101F3 for each series of Mutual Fund Securities of a Proposed Fund and ETF Facts documents in the form prescribed by Form 41-101F4 Information Required in an ETF Facts Document (Form 41-101F4) for the class of ETF Securities of a Proposed Fund will also be filed.
9. The Filer has applied, or will apply, to list any ETF Securities of each of the Funds that relies on the Exemption Sought on an Exchange or another Marketplace. In the case of a Future Fund, the Filer will not file a final or amended simplified prospectus for any of the Funds in respect of the ETF Securities until an Exchange or other applicable Marketplace has conditionally approved the listing of the ETF Securities.
10. Mutual Fund Securities may be subscribed for or purchased directly from a Fund through mutual fund dealers, investment dealers and their representatives that are registered under applicable securities legislation in the Jurisdictions in which they are offered for sale.
11. ETF Securities will be distributed on a continuous basis in one or more of the Jurisdictions under a simplified prospectus. ETF Securities may generally only be subscribed for or purchased directly from the Funds (Creation Units) by Authorized Dealers or Designated Brokers. Generally, subscriptions or purchases may only be placed for a Prescribed Number of ETF Securities (or a multiple thereof) on any day when there is a trading session on an Exchange or other Marketplace. Authorized Dealers or Designated Brokers subscribe for Creation Units for the purpose of facilitating investor purchases of ETF Securities on an Exchange or another Marketplace.
12. In addition to subscribing for and reselling their Creation Units, Authorized Dealers, Designated Brokers and Affiliate Dealers will also generally be engaged in purchasing and selling ETF Securities of the same class or series as the Creation Units in the secondary market. Other Dealers may also be engaged in purchasing and selling ETF Securities of the same class or series as the Creation Units in the secondary market despite not being an Authorized Dealer, Designated Broker or Affiliate Dealer.
13. Each Designated Broker or Authorized Dealer that subscribes for Creation Units must deliver, in respect of each Prescribed Number of ETF Securities to be issued, a Basket of Securities and/or cash in an amount sufficient so that the value of the Basket of Securities and/or cash delivered is equal to the net asset value of the ETF Securities subscribed for, next determined following the receipt of the subscription order for Creation Units. In the discretion of the Filer, the Funds may also accept subscriptions for Creation Units in cash only, in securities other than Baskets of Securities and/or in a combination of cash and securities other than Baskets of Securities, in an amount equal to the net asset value of the ETF Securities subscribed for next determined following the receipt of the subscription order.
14. Upon notice given by the Filer from time to time and, in any event, not more than once quarterly, a Designated Broker may be contractually required to subscribe for Creation Units of a Fund for cash in an amount not to exceed a specified percentage of the net asset value of the Fund or such other amount established by the Filer.
15. The Designated Brokers and Authorized Dealers will not receive any fees or commissions in connection with the issuance of Creation Units to them. On the issuance of Creation Units, the Filer or a Fund may, in the Filer's discretion, charge a fee to a Designated Broker or an Authorized Dealer to offset the expenses incurred in issuing the Creation Units.
16. Each Fund will appoint a Designated Broker to perform certain other functions, which include standing in the market with a bid and ask price for its ETF Securities for the purpose of maintaining liquidity for the ETF Securities.
17. Except for Authorized Dealer and Designated Broker subscriptions for Creation Units, as described above, and other distributions that are exempt from the Prospectus Delivery Requirement under the Legislation, ETF Securities generally will not be able to be purchased directly from a Fund. Investors are generally expected to purchase and sell ETF Securities, directly or indirectly, through dealers executing trades through the facilities of the TSX or another Marketplace. ETF Securities may also be issued directly to Securityholders upon a reinvestment of distributions of income or capital gains.
18. Securityholders that are not Designated Brokers or Authorized Dealers that wish to dispose of their ETF Securities may generally do so by selling their ETF Securities on the TSX or other Marketplace, through a registered dealer, subject only to customary brokerage commissions. A Securityholder that holds a Prescribed Number of ETF Securities or multiple thereof may exchange such ETF Securities for Baskets of Securities and/or cash in the discretion of the Filer. Securityholders may also redeem ETF Securities for cash at a redemption price equal to 95% of the closing price of the ETF Securities on the TSX or other Marketplace on the date of redemption, subject to a maximum redemption price of the applicable net asset value per ETF Security.
ETF Prospectus Form Relief
19. The Filer believes it is more efficient and expedient to include all classes or series of Mutual Fund Securities and ETF Securities (as applicable), in one prospectus form instead of two different prospectus forms and that this presentation will assist in providing full, true and plain disclosure of all material facts relating to the securities of the Funds by permitting disclosure relating to all classes or series of securities to be included in one prospectus.
20. The Filer or an affiliate will file ETF Facts in the form prescribed by Form 41-101F4 in respect of each class or series of ETF Securities, and will file Fund Facts in the form prescribed by Form 81-101F3 in respect of each class or series of Mutual Fund Securities.
21. The Filer or an affiliate will ensure that any additional disclosure included in the simplified prospectus of the Funds relating to the ETF Securities will not interfere with an investor's ability to differentiate between the Mutual Fund Securities and the ETF Securities and their respective attributes.
22. The Funds will comply with the provisions of NI 81-101 when filing any prospectus or amendment thereto.
23. The Funds will comply with Part 3B of NI 41-101 when preparing and filing ETF Facts for the ETF Securities of the Funds.
Sales and Redemption Relief
24. Parts 9, 10 and 14 of NI 81-102 do not contemplate both Mutual Fund Securities and ETF Securities being offered in a single fund structure. Accordingly, without the Sales and Redemption Relief, the Filer or an affiliate and each Fund that offers both ETF Securities and Mutual Fund Securities would not be able to technically comply with those parts of NI 81-102.
25. The Sales and Redemptions Relief will permit the Filer or an affiliate and each Fund that offers both ETF Securities and Mutual Fund Securities to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with Parts 9, 10 and 14 of NI 81-102. The Exemption Sought will enable each of the ETF Securities and Mutual Fund Securities to comply with Parts 9, 10 and 14 of NI 81-102, as appropriate, for the type of security being offered.
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:
1. in respect of the ETF Prospectus Form Relief, the Filer or an affiliate complies with the following conditions:
(i) the Filer, or an affiliate of the Filer, files a simplified prospectus in respect of the ETF Securities in accordance with the requirements of NI 81-101 and Form 81-101F1, other than the requirements pertaining to the filing of a Fund Facts document;
(ii) the Filer, or an affiliate of the Filer, includes disclosure required pursuant to Form 41-101F2 (that is not contemplated by Form 81-101F1) in respect of the ETF Securities in each Fund's simplified prospectus; and
(iii) the Filer, or an affiliate of the Filer, includes disclosure regarding this decision under the heading "Additional Information" in each Fund's simplified prospectus; and
2. in respect of the Sales and Redemptions Relief, the Filer, or an affiliate of the Filer, and each Fund comply with the following conditions:
(i) with respect to its Mutual Fund Securities, each Fund complies with the provisions of Parts 9, 10 and 14 of NI 81-102 that apply to mutual funds that are not exchange-traded mutual funds; and
(ii) with respect to its ETF Securities, each Fund complies with the provisions of Parts 9 and 10 of NI 81-102 that apply to exchange-traded mutual funds.
Application File #: 2026-45
SEDAR+ File #: 06387539
Application for time-limited relief from suitability, prospectus and trade reporting requirements -- relief to allow the Filer to distribute Crypto Contracts and operate a platform that facilitates the buying, selling and holding of crypto assets -- relief granted subject to certain conditions set out in the decision, including investment limits, disclosure and reporting requirements -- relief is time-limited to allow the Filer to operate while seeking permanent registration as a dealer, including, as applicable, registration as an investment dealer and membership with CIRO -- relief will expire upon two (2) years -- relief granted based on the particular facts and circumstances of the application with the objective of fostering innovative businesses in Canada -- decision should not be viewed as precedent for other filers.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(1), 53 and 74.
Multilateral Instrument 11-102 Passport System, s. 4.7.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 13.3.
OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting, Part 3.
September 29, 2025
1. As set out in Joint Canadian Securities Administrators (CSA)/Investment Industry Regulatory Organization of Canada (now, Canadian Investment Regulatory Organization (CIRO)) Staff Notice 21-329 Guidance for Crypto-Asset Trading Platforms: Compliance with Regulatory Requirements (Staff Notice 21-329) and CSA Staff Notice 21-327 Guidance on the Application of Securities Legislation to Entities Facilitating the Trading of Crypto Assets (Staff Notice 21-327), securities legislation applies to crypto asset trading platforms (CTPs) that facilitate or propose to facilitate the trading of contractual rights relating to anything commonly considered to be a crypto asset, digital or virtual currency, or digital or virtual token (Crypto Assets) because the user's contractual right to the Crypto Asset (Crypto Contract) may itself constitute a security and/or a derivative.
To foster innovation and respond to novel circumstances, the members of the CSA have implemented an interim, time limited registration that would allow CTPs to operate within a regulated framework, with regulatory requirements tailored to the CTP's operations. The overall goal of the regulatory framework is to ensure there is a balance between the need to be flexible and 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 all jurisdictions of Canada in the category of restricted dealer. The Filer previously applied for and received exemptive relief in a decision dated September 29, 2021 (the First Decision). The Filer applied for a revocation of the First Decision and obtained a decision to replace it on March 24, 2022 (the Second Decision). The Filer again applied for and obtained a decision to revoke the Second Decision and replace it with a decision dated October 6, 2023 (the Third Decision). Each of the First Decision, Second Decision and Third Decision (collectively the Prior Decisions) provided the Filer with exemptive relief on terms substantially similar to this decision (the Decision). Under the terms of the Prior Decisions, the Filer operates, on an interim basis, a CTP that permits clients resident in Canada to enter into Crypto Contracts to purchase and sell Crypto Assets through the Filer. While registered as a restricted dealer, the Filer intends to seek membership with CIRO.
The Filer has submitted an application to revoke the Third Decision and to replace it with this Decision. This Decision has been tailored for the specific facts and circumstances of the Filer, and the securities regulatory authority or regulator in the Jurisdictions will not consider this Decision as constituting a precedent for other filers.
The Third Decision required the Filer to submit an application, no later than 12 months after the date of the Third Decision, to the Principal Regulator (as defined below), the Autorité des marchés financier (the AMF) and the Ontario Securities Commission (the OSC) to become registered as an investment dealer and to submit an application to become a CIRO member no later than May 15, 2024.
On May 15, 2024, the Filer prepared and submitted to CIRO a membership application. However, due to certain deficiencies in its application, which the Filer is currently working to remedy, the Filer has not yet been able to transition to investment dealer registration and CIRO membership.
The Filer has submitted an application to extend the relief in the Third Decision in order to allow the Filer to complete the CIRO membership process while continuing to operate the Platform (as defined in the Third Decision) on an interim basis as a restricted dealer and to amend certain provisions in the Third Decision.
2. The securities regulatory authority or regulator in British Columbia and Ontario (Dual Exemption Decision Makers) have received an application from the Filer (the Dual Application) for a decision under the securities legislation of those jurisdictions (the Legislation) for a decision exempting the Filer from
A. the prospectus requirements under the Legislation in respect of the Filer entering into Crypto Contracts with clients (the Prospectus Relief),
B. the requirement in section 13.3 of NI 31-103 that, before it opens an account, takes any other investment action for a client, or makes a recommendation or exercises discretion to take an investment action, to determine on a reasonable basis, that the action is suitable for the client and puts the client's interest first (the Suitability Relief).
The securities regulatory authority or regulator in the Jurisdictions referred to in Appendix A (the Coordinated Review Decision Makers) have received an application from the Filer (collectively with the Dual 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 and the Suitability Relief, the Requested Relief).
The Filer has also applied for a decision revoking the exemptive relief in the Third Decision effective as of the date of this Decision.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a hybrid application):
(a) the British Columbia Securities Commission is the principal regulator for this Application (the Principal Regulator),
(b) the Decision is the decision of the Principal Regulator and the Decision evidences the decision of the securities regulatory authority or regulator in Ontario,
(c) in respect of the Prospectus Relief and the Suitability 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
(d) 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.
3. For the purposes of this decision,
(a) terms defined in MI 11-102 and National Instrument 14-101 Definitions or the Third Decision have the same meaning if used in this Decision, unless otherwise defined;
(b) the following terms have the following meanings:
"permitted client" has the same meaning as defined in NI 31-103.
"Registered CTP" means a CTP that is registered as a restricted dealer under securities legislation in one or more applicable Jurisdictions.
4. This decision (the Decision) is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of British Columbia, with a head office in Vancouver, British Columbia.
2. The Filer is an indirect wholly owned subsidiary of BIGG Digital Assets Inc. (formerly BIG Blockchain Intelligence Group Inc.) (BIGG). The securities of BIGG are publicly traded on the TSX Venture Exchange, the OTCQX and the Frankfurt Stock Exchange.
3. The Filer is registered as a dealer in the category of restricted dealer in the Jurisdictions.
4. The Filer is registered as a money services business under regulations made under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
5. The Filer is not liable for debt of an Affiliate or Affiliates that could have a material negative effect on the Filer.
6. Neither the Filer nor BIGG is in default of securities legislation in any of the Jurisdictions or any terms or conditions of its registration as a restricted dealer other than the conditions of the Third Decision that the Filer submit an application to the Principal Regulator, the Ontario Securities Commission (the OSC), the Autorité des marchés financiers (the AMF) and CIRO by May 15, 2024, to become registered as an investment dealer.
7. The Filer originally submitted its application seeking registration as an investment dealer to the Principal Regulator and its membership application to CIRO on May 15, 2024.
8. On May 24, 2024, CIRO provided a preliminary response to the Filer with respect to the Filer's membership application, that noted a number of deficiencies that need to be resolved before the Filer's membership application will be formally accepted by CIRO for review (the CIRO Preliminary Review).
9. The Filer has provided and will continue to provide the Principal Regulator with information regarding the nature of and reasons for the deficiencies identified by CIRO in the CIRO Preliminary Review and the steps they are taking to address those deficiencies.
10. The Filer has been working diligently to address the deficiencies identified by CIRO in the CIRO Preliminary Review, but the Filer requires additional time to address certain deficiencies.
11. The Filer has worked and will continue to work actively and diligently with CIRO to address the deficiencies from the CIRO Preliminary Review and complete the CIRO membership process.
12. The Filer has provided and will continue to provide the Principal Regulator with information relating to the Filer's efforts to address the deficiencies identified by CIRO and will provide regular and timely updates relating to the Filer's CIRO membership process.
13. The Filer has delivered an undertaking dated September 22, 2025 (the Undertaking) to the Principal Regulator and the OSC in which the Filer has committed to meet specified milestones on or before the dates specified in the Undertaking (the Undertaking Milestones).
14. This Decision is based on the same representations as were made by the Filer in the Prior Decisions, that remain true and complete to the extent not modified by the representations in this Decision.
5. The Dual Exemption Decision Makers and each Coordinated Review Decision Maker is satisfied that the Decision satisfies the test set out in the securities legislation to make the Decision in respect of the Trade Reporting Relief.
Except as set out in this Decision, the decision of the Dual Exemption Decision Makers under the Legislation is that the Third Decision is revoked and the Requested Relief is granted, and the Decision of each Coordinated Review Decision Maker under the securities legislation of its jurisdiction is that the Trade Reporting Relief is granted, provided that:
1. The Filer complies with
(a) all of the terms, conditions, restrictions, and requirements applicable to the Filer under securities legislation, including the Legislation, and any other terms, conditions, restrictions, or requirements imposed on the Filer by a securities regulatory authority or regulator; and
(b) all of the terms and conditions of the Third Decision as if the Third Decision had not been revoked, except as amended by this Decision.
2. The Filer will only engage in business activities governed by securities legislation as described in the representations above, including the representations adopted by reference in paragraph 14 of the representations in this Decision. The Filer will seek the appropriate approvals from the Principal Regulator and, if required under securities legislation, the regulator or securities regulatory authority of any other applicable Jurisdiction, prior to undertaking any other activity governed by securities legislation. The Filer will not offer derivatives based on Crypto Assets other than Crypto Contracts.
3. The Filer must work actively and diligently to achieve the Undertaking Milestones set out in the Undertaking, and to promptly complete the process to be a member of CIRO and to be registered as an investment dealer.
4. In the event that the Principal Regulator determines that the Filer has not been diligent in completing the work necessary to complete the process to be a member of CIRO and to be registered as an investment dealer, the Filer will promptly implement business restrictions as required by the Principal Regulator.
5. Paragraph 26 of the Conditions in the Third Decision is replaced with the following: The Filer must only engage in the business of trading Crypto Assets, or Crypto Contracts in relation to Crypto Assets, that are not securities or derivatives or are Value-Referenced Crypto Assets, provided that the Filer does not allow clients to buy or deposit, or enter into Crypto Contracts to buy or deposit, Value-Referenced Crypto Assets that do not satisfy the conditions set out in Appendix B of this Decision.
6. For the Crypto Assets held by the Filer, the Filer
(a) will hold the Crypto Assets in an account, designated as a trust account, in trust for the Filer's clients, separate and apart from the assets of the Filer,
(b) will ensure there is appropriate insurance to cover the loss of Crypto Assets held by the Filer for the benefit of its clients, and
(c) has established and will maintain and apply written policies and procedures that manage and mitigate the custodial risks, including, but not limited to, an effective system of controls and supervision to safeguard the Crypto Assets for which it acts as custodian.
7. Paragraph 23 of the Conditions in the Third Decision is replaced with the following:
The Filer will ensure that the maximum amount of Crypto Contracts based on Crypto Assets, excluding Crypto Assets listed in Appendix C of this Decision, that a client, other than a client that is a permitted client or that is a Registered CTP, may enter into Crypto Contracts on the Platform (calculated on a net basis and is an amount not less than $0) in the preceding 12 months does not exceed a net acquisition cost of $30,000.
8. Paragraph 7 of these Conditions does not apply in Alberta, British Columbia, Manitoba, Québec and Saskatchewan.
9. Paragraph 43 of the Conditions in the Third Decision is replaced with the following:
The Filer will, if it wishes to operate the platform in Ontario and Québec after the expiry of the Decision, take the following steps:
(a) submit an application to the Principal Regulator, the AMF and CIRO to become registered as an investment dealer by no later than June 1, 2026;
(b) submit an updated application to become a CIRO member (the Updated CIRO Application) by no later than June 1, 2026.
11. By no later than January 31, 2026, the Filer will provide the Principal Regulator with a written update relating to the Filer's CIRO membership process and the status of remediating outstanding deficiencies identified by CIRO in the CIRO Preliminary Review.
12. In the event that the Filer fails to achieve the Undertaking Milestones by the dates set out in the Undertaking, the Filer will implement business restrictions as committed to in the Undertaking within the specified timelines, unless otherwise agreed to in writing by the Principal Regulator and the OSC.
13. For the financial year ending on December 31, 2025, the Filer will calculate its risk adjusted capital in accordance with the requirements set out in CIRO's Form 1 by January 31, 2026. In the event the risk adjusted capital, as calculated in accordance with CIRO's Form 1 requirements, is negative, the Filer will implement business restrictions as required by the Principal Regulator or the OSC by no later than January 31, 2026.
14. In the event the Updated CIRO Application has not been submitted by June 1, 2026, the Filer will implement business restrictions as required by the Principal Regulator or the OSC by no later than June 1, 2026.
15. In the event the Updated CIRO Application is submitted by June 1, 2026 but CIRO does not accept the application, then the Filer will implement business restrictions as required by the Principal Regulator or the OSC by no later than 14 days following the Filer's receipt of written notice from CIRO that the Updated CIRO Application is not accepted.
16. This Decision shall expire on September 30, 2027.
17. This Decision may be amended by the Principal Regulator upon prior written notice to the Filer in accordance with applicable securities legislation.
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 (c) 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)(d)-(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 (b);
(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 132.1 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 have the same meanings set out in Appendix D of CSA SN 21-333.
• Bitcoin
• Ether
• Bitcoin cash
• Litecoin
• A Value-Referenced Crypto Asset that complies with paragraph 5 of the Conditions to this Decision
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.3(1) and 5.1 -- Relief from the requirement to audit financial statements in accordance with Canadian Generally Accepted Auditing Standards -- A BC and Hong Kong dual-listed issuer that is not a foreign issuer is unable to have its financial statements audited in accordance with Canadian GAAS as it is unable to find a qualified auditor that satisfies licensing requirements of Hong Kong and BC; issuer wants to audit its financial statements in accordance with International Standards on Auditing.
National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.3(1), 5.1.
Securities Act, R.S.B.C. 1996, c. 418, s. 91.
Citation: 2026 BCSECCOM 46
February 10, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement in subsection 3.3(1) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that its financial statements, other than acquisition statements, be audited in accordance with Canadian GAAS (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec and Saskatchewan, 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 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
For the purposes of this decision, foreign issuer has the meaning ascribed to that term in NI 52-107.
¶ 3 This decision is based on the following facts represented by the Filer:
Background
1. the Filer is a corporation existing under the Business Corporations Act (British Columbia);
2. the Filer's head office is located in Kowloon, Hong Kong and its registered and records office is located in Vancouver, British Columbia;
3. the Filer is a reporting issuer in all provinces of Canada and is not in default of securities legislation in any jurisdiction;
4. all of the Filer's principal subsidiaries are incorporated under the laws of Singapore, Hong Kong, the People's Republic of China and Mongolia;
5. the Filer is an integrated coal mining, development and exploration company and has a portfolio of mining assets, all of which are located in the Umnugobi Aimag (South Gobi Province) of Mongolia;
6. the Filer's authorized share capital consists of an unlimited number of common shares (the Common Shares) and an unlimited number of preferred shares (the Preferred Shares);
7. the Common Shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited (HKEX) under stock code 1878 and the TSX Venture Exchange under the symbol SGQ; during the prior thirty-six month period, over 98% of the total trading volume for the Common Shares took place on the HKEX;
8. the Filer does not have a class of securities registered under the 1934 Act and is not required to file reports under the 1934 Act;
9. as of January 12, 2026, the Filer has the following issued and outstanding securities: 296,854,666 Common Shares and 807,000 stock options under the Filer's equity incentive plan;
10. a search of registered holders conducted as of January 12, 2026 by TSX Trust, the Filer's transfer agent, (the Transfer Agent) indicated that there were 22 registered holders of Common Shares resident in Canada holding 7,732,520 Common Shares or approximately 2.60% of the issued and outstanding Common Shares; and a search of the beneficial holders conducted as of January 14, 2026 by the Transfer Agent indicated that there were 1,109 beneficial holders resident in Canada holding 4,122,527 Common Shares or approximately 1.39% of issued and outstanding Common Shares;
11. outstanding voting securities carrying more than 50% of the votes for the election of directors of the Filer are not beneficially owned, directly or indirectly, by residents of Canada;
12. the majority of the executive officers and directors of the Filer are not residents of Canada;
13. more than 50% of the consolidated assets of the Filer are located outside of Canada;
14. the business of the Filer is administered principally outside of Canada and the Filer does not maintain an office in Canada, except a registered and records office;
15. the Filer does not meet the definition of a foreign issuer under section 1.1 of NI 52-107 because it was not incorporated or organized under the laws of a foreign jurisdiction and therefore also does not meet the definition of designated foreign issuer under section 1.1 NI 52-107;
16. the Filer meets all the elements of the definition of foreign issuer under section 1.1 of NI 52-107 except that it is incorporated in British Columbia;
Auditors and Auditing Standards
17. the Filer does not meet the definition of foreign issuer under NI 52-107 and is therefore required under subsection 3.3(1)(a) of NI 52-107 to have its financial statements audited in accordance with Canadian GAAS;
18. under subsection 3.10(1) of NI 52-107, despite subsection 3.3(1), a foreign issuer's financial statements may be audited in accordance with International Standards on Auditing and be accompanied by an auditor's report that includes certain prescribed items;
19. the financial year end of the Filer is December 31;
20. the Filer's auditor is BDO Limited, Certified Public Accountants (Practicing), Hong Kong (the Auditor);
21. the Auditor is a participating audit firm of the Canadian Public Accountability Board; the Auditor satisfies applicable licensing and registration requirements in Hong Kong and is qualified under the requirements in Hong Kong to prepare and sign-off on an auditor's report prepared in accordance with International Standards on Auditing;
22. the Filer engaged the Auditor because the Filer's head office is in Hong Kong and the Filer was unable to find an audit firm registered with the Chartered Professional Accountants of British Columbia (CPABC) willing to audit the Filer's financial statements;
23. CPABC is the regulatory body governing audit services in British Columbia and an auditor that issues a Canadian GAAS audit opinion in British Columbia must be registered and licensed with CPABC;
24. the Filer is unable to engage another auditor that can (i) sign-off on an auditor's report in accordance with Canadian GAAS for its annual financial statements and (ii) satisfy the audit registration and licensing requirements of both Hong Kong and British Columbia; and
25. the Auditor has advised the Filer that it is unable to perform an audit in accordance with Canadian GAAS because the Auditor is not registered and licensed with CPABC as it is impracticable for the Auditor to satisfy the registration and licensing requirements of CPABC because the Auditor would need an office in BC and a partner/employee that is allowed under the Auditor's internal policies (e.g. insurance, quality management) to sign-off on auditor's reports and has a Canadian CPA designation with a public practice audit licence to satisfy those requirements.
¶ 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 and for so long as:
(a) the total number of equity securities beneficially owned by residents of Canada does not exceed 10%, on a fully-diluted basis, of the total number of equity securities of the Filer, calculated in accordance with sections 1.2 and 1.3 of NI 52-107;
(b) the representations in sections 1 and 11 to 14 above continue to be true;
(c) the Filer's financial statements that are required by securities legislation to be filed and audited are filed and audited in accordance with International Standards on Auditing and accompanied by an auditor's report that meets all the requirements of subsection 3.10(1) of NI 52-107;
(d) the Filer's auditor is not required to be registered or licensed under theChartered Professional Accountants Act (British Columbia);
(e) the Filer is subject to and complies with the requirements of the HKEX and disclosure and governance requirements of Hong Kong; and
(f) the Filer's auditor is subject to and complies with the audit licensing requirements of Hong Kong.
OSC File #: 2025/0574
Fidelity Investments Canada ULC and The Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Revocation and replacement of original decision -- Mutual funds that are not reporting issuers granted extensions of the annual and interim financial statement filing and delivery deadlines under NI 81-106 to permit the mutual funds to file and deliver annual financial statements within 120 days of their most recently completed financial year and file and deliver interim financial statements within 90 days of their most recently completed interim period -- Mutual funds that are not reporting issuers invest a portion of their assets in underlying funds organized under the laws of Canada and the U.S. that are not subject to NI 81-106 -- Relief granted subject to conditions, including disclosure of extended financial reporting deadlines in the mutual fund's offering memorandum, notification of existing securityholders, and the requirement that each Top Fund have no less than 25% of its total assets as at its financial year end invested in underlying funds that have financial year ends corresponding to the Top Fund and are subject to laws of their jurisdictions, or otherwise subject to contractual obligations, that require annual financial statements to be delivered between 90 and 120 days of their financial year end and interim financial statements to be delivered between 60 and 90 days of their most recent interim period.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 2.4, 5.1(2)(a), 5.1(2)(b) and 17.1.
Securities Act, R.S.O. 1990, c. S.5, as am., s.144.
February 12, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (Legislation) that (i) revokes and replaces the Original Decision (as defined below) granted to the Filer; and (ii) grants Fidelity Alternative Assets Institutional Trust (FAAIT), Fidelity Alternative Real Estate Trust (FARET), and Fidelity Alternative Credit Assets Currency Neutral Institutional Trust (FACACNIT, and collectively with FAAIT and FARET, the Top Funds), relief from:
(a) the requirement in section 2.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) that the Top Funds file their audited annual financial statements and auditor's report (the Annual Financial Statements) on or before the 90th day after the Top Funds' most recently completed financial year (the Annual Filing Deadline);
(b) the requirement in paragraph 5.1(2)(a) of NI 81-106 that the Top Funds deliver to securityholders their Annual Financial Statements by the Annual Filing Deadline (the Annual Delivery Requirement);
(c) the requirement in section 2.4 of NI 81-106 that the Top Funds file their unaudited interim financial statements (the Interim Financial Statements) on or before the 60th day after the Top Funds' most recently completed interim period (the Interim Filing Deadline);
(d) the requirement in paragraph 5.1(2)(b) of NI 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 Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator (the Principal Regulator) for this application as the head office of the Filer is located in Ontario, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (the Other Jurisdictions and, together with the Jurisdiction, the Jurisdictions).
Unless expressly defined herein, terms used have the respective meanings given to them in MI 11-102, National Instrument 14-101 Definitions, National Instrument 81-102 Investment Funds and NI 81-106.
This decision is based on the following facts represented by the Filer:
Original Decision
1. On December 11, 2024, the Filer obtained an exemption on behalf of itself, FAAIT and FARET from the requirements in section 2.2, section 2.4, paragraph 5.1(2)(a) and paragraph 5.1(2)(b) of NI 81-106 (the Original Decision).
2. The Original Decision did not contemplate at the time obtaining relief for FACACNIT since it did not exist. The Filer requests that the Original Decision be revoked and replaced such that the Exemption Sought may be granted to FACACNIT and all other Top Funds.
The Filer
3. The Filer is a corporation amalgamated under the laws of the Province of Alberta with its head office located in Toronto, Ontario.
4. The Filer is registered as an investment fund manager in Ontario, Québec and Newfoundland and Labrador. The Filer is also registered as a portfolio manager, mutual fund dealer and exempt market dealer in each of the Jurisdictions and is registered under the Commodity Futures Act (Ontario) in the category of commodity trading manager.
5. The Filer acts as investment fund manager and portfolio manager of each Top Fund.
6. The Filer, a related party of the Filer or a third party acts as trustee or general partner of each Top Fund.
7. The Filer is not a reporting issuer in any jurisdiction and is not in default of securities legislation in any of the Jurisdictions.
The Top Funds
8. Each Top Fund is an investment fund established as a trust under the laws of Ontario.
9. Each Top Fund is a mutual fund under the securities legislation of the Jurisdictions.
10. Securities of the Top Funds are offered for sale to qualified investors in one or more Jurisdictions pursuant to an exemption from the prospectus requirements, including the accredited investor exemption under National Instrument 45-106 Prospectus Exemptions or equivalent. In the case of FAAIT and FACACNIT, securities are only offered for sale to other investment funds that are not reporting issuers and that are managed by the Filer (collectively, Institutional Pooled Funds).
11. The Top Funds are not a reporting issuer in any of the Jurisdictions.
12. The Top Funds have a financial year end of December 31.
13. Each Top Fund's investment objective is to invest, or will be achieved by investing, in Underlying Funds (as defined below), which may pursue a variety of investment strategies.
14. The investment objective of FAAIT is to seek to provide total return, consisting of income and long-term capital growth through investments in private issuers of securities that: (i) invest directly and indirectly in private market assets, globally; and/or (ii) deploy alternative investment strategies. FAAIT's indirect investment in private assets is expected to be achieved through a sole investment in Fidelity Canadian Private Real Estate Trust (the FAAIT Underlying Fund).
15. The investment objective of FARET is to aim to provide a combination of long-term capital appreciation and income by investing in both private and public real estate assets in Canada. FARET seeks to achieve its investment objective by investing, directly or indirectly, in a portfolio of private and public real estate assets.
16. The Filer expects that the sole investment in the private real estate portfolio of FARET is an investment in the units of Fidelity Canadian Private Real Estate Trust (the FARET Underlying Fund).
17. The investment objective of FACACNIT is to seek to provide total return, consisting of current income and to a lesser extent, long-term capital growth primarily through investments in private issuers of securities that: (i) invest directly and indirectly in private credit market assets, globally; and/or (ii) deploy alternative investment strategies.
18. The Filer expects that the majority of FACACNIT assets will be invested in U.S. denominated securities, either indirectly through a collective investment vehicle or directly. The collective investment vehicle in which the FACACNIT assets will primarily be invested is Fidelity Private Credit Company LLC (the FACACNIT Underlying Fund, and collectively with the FAAIT Underlying Fund and FARET Underlying Fund, the Underlying Funds).
19. The Underlying Funds will be managed by the Filer, an affiliate of the Filer or a third party.
20. The Filer believes that the Top Funds' investments in the Underlying Funds offer benefits not available through a direct investment in the investment vehicles, companies, other issuers or assets held by the relevant Underlying Fund(s).
21. Securities of the Top Funds will typically be redeemable at various intervals, as will securities of certain Underlying Funds. As each Top Fund has a medium- to long-term investment horizon, each Top Fund will be able to manage its own liquidity requirements by: (i) investing a portion of its assets in liquid securities; (ii) imposing redemption conditions, which will be disclosed in the Top Fund's offering memorandum; and/or (iii) taking into consideration the frequency at which securities of the Underlying Funds may be redeemed.
22. The net asset value (the NAV) of FACACNIT is calculated daily and the NAV of FAAIT and FARET is calculated monthly, as of the last business day of each calendar month, and investors will be provided with the NAV within 90 to 120 days of the relevant valuation date.
23. As at December 31, 2025, FAAIT and FARET's investments in securities of the FAAIT Underlying Fund and FARET Underlying Fund accounted for no less than 25% of FAAIT and FARET's total assets and, once fully invested following ramp-up, FACACNIT's investments in securities of the FACACNIT Underlying Fund is expected to account for no less than 25% of FACACNIT's total assets.
24. Certain holdings of each Top Fund invested in securities of the Underlying Funds may be disclosed in the Top Fund's financial statements.
The Underlying Funds
25. The FAAIT Underlying Fund and the FARET Underlying Fund is organized under the laws of Canada or a Jurisdiction, while the FACACNIT Underlying Fund is a Delaware limited liability company, organized under the laws of the United States. None of the Underlying Funds are currently subject to NI 81-106 because neither of them is a 'mutual fund in the jurisdiction', as defined in NI 81-106.
26. Currently, each of the Underlying Funds held by each Top Fund has a financial year-end of December 31. The Underlying Funds may be subject to a variety of financial reporting deadlines. In the case of the FAAIT Underlying Fund and FARET Underlying Fund, which is not an investment fund subject to NI 81-106, its constating documents and/or contractual agreements with investors provide that its audited annual financial statements will be delivered within 120 days of its most recently completed financial year and its interim financial statements will be delivered within 90 days of its most recently completed interim period. In the case of the FACACNIT Underlying Fund, which is not an investment fund subject to NI 81-106, such Underlying Fund is subject to the Form 10-K requirement under the laws of the United States. Consistent with the financial reporting deadlines under NI 81-106, the Form 10-K requirement mandates that the FACACNIT Underlying Fund file its (a) audited annual financial statements and auditor's report on or before the 90th day after its most recently completed financial year; and (b) interim financial report on or before the 60th day after its most recently completed interim period.
27. FACACNIT and the FACACNIT Underlying Fund have different auditors. The underlying investments in which the FAAIT Underlying Fund and the FARET Underlying Fund invest have different auditors than FAAIT and FARET.
28. As the Underlying Funds are subject to a variety of financial reporting deadlines that either align with, or extend beyond, the Annual Filing Deadline and Interim Filing Deadline applicable to the Top Funds, the Top Funds will not be able to obtain the finalized financial statements of the Underlying Funds prior to the Annual Filing Deadline or the Interim Filing Deadline for filing the financial statements and, in all cases, no sooner than other investors in the Underlying Funds receive the financial statements of the Underlying Funds. The Filer expects this timing delay in the completion of the Annual Financial Statements and the Interim Financial Statements of each Top Fund to occur every year for the foreseeable future.
29. Subject to the granting of the Exemption Sought, the offering memorandum of each Top Fund that will be provided to prospective investors, except Institutional Pooled Funds, will disclose, or such investors will be otherwise notified, that: (i) the Annual Financial Statements 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 Statements for such Top Fund will be delivered to each investor within 90 days following the end of each interim period of such Top Fund.
30. The Filer will notify securityholders of the Top Funds that it has received and intends to rely on relief from the Annual Filing Deadline and Annual Delivery Requirement and the Interim Filing Deadline and the Interim Delivery Requirement.
Financial Statement Filing and Delivery Requirements
31. Section 2.2 and paragraph 5.1(2)(a) of NI 81-106 require a Top Fund to file and deliver its Annual Financial Statements by the Annual Filing Deadline. As each Top Fund's financial year end is December 31, it has a financial statement filing and delivery deadline of March 31 in a non-leap year.
32. Section 2.4 and paragraph 5.1(2)(b) of NI 81-106 require a Top Fund to file and deliver its Interim Financial Statements by the Interim Filing Deadline. As each Top Fund's interim period-end will be June 30 in a non-leap year, the Top Funds will have an interim filing and delivery deadline of August 29 in a non-leap year.
33. Section 2.11 of NI 81-106 provides an exemption from the Annual Filing Deadline if, among other things, an investment fund delivers its annual financial statements in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline and the Interim Filing Deadline, as applicable.
34. As noted above, the Underlying Funds may be subject to a variety of financial reporting deadlines that either align with, or extend beyond, those applicable to the Top Funds. In addition, even if such reporting deadlines are aligned, they do not allow for sufficient time for the Filer, the Top Funds and the auditor of the Top Funds, as applicable, to prepare the applicable financial statements and reports in a manner to meet the deadlines set out in NI 81-106.
35. In order to formulate an opinion on the financial statements of each Top Fund, the Top Fund's auditor requires audited financial statements of its respective Underlying Fund(s) as at the date of the financial year-end of the Top Fund in order to audit the information contained in the Top Fund's financial statements.
36. The auditors of the Top Funds have advised the Filer that they will be unable to complete the audit of the Top Funds' annual financial statements until the audited financial statements of the relevant Underlying Funds are completed and available to the applicable Top Fund.
37. With respect to Underlying Funds managed by the Filer, the added costs associated with expedited auditing services in order to provide their financial statements at an earlier date outweigh the expected benefit to the unitholders of the Top Funds.
38. Each Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to within 120 days after its year end, to enable the Top Fund's auditors to receive the audited financial statements of the relevant Underlying Fund(s) and then prepare the Top Fund's Annual Financial Statements.
39. Each Top Fund seeks an extension of 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.
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 Top Funds have a financial year ended December 31.
(b) Each Top Fund's investment strategy is to primarily invest the Top Fund's investable assets in securities of one or more Underlying Funds whose investment objectives are compatible with the Top Fund's investment objectives.
(c) No less than 25% of the total assets of each Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial year ends corresponding to each Top Fund and are subject to laws of their jurisdictions, or otherwise subject to contractual obligations, that require annual financial statements of the Underlying Funds to be delivered between 90 and 120 days of their financial year ends and interim financial statements to be delivered between 60 and 90 days of their most recent interim period.
(d) The offering memorandum provided to a Top Fund's prospective investors, except Institutional Pooled Funds, after the date of this decision discloses that:
1. the Annual Financial Statements for the Top Fund will be filed and delivered on or before the 120th day after the Top Fund's most recently completed financial year; and
2. the Interim Financial Statements for the Top Fund will be filed and delivered on or before the 90th day after the Top Fund's most recently completed interim period.
(e) Each 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 NI 81-106.
(f) The Top Fund is not a reporting issuer in any jurisdiction of Canada, and the Filer has the necessary registrations to carry out its operations in each jurisdiction of Canada in which it operates.
(g) The conditions in section 2.11 of NI 81-106 will be met, except for subsection 2.11(b), and:
1. the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 120th day after the Top Fund's most recently completed financial year; and
2. the Interim Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 90th day after the Top Fund's most recently completed interim period.
(h) This decision terminates within one year of the coming into force of any amendment to NI 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 under the Legislation.
Application File #: 2026/0002
SEDAR+ File #: 6381410
Application for time-limited relief from the restrictions in paragraph 7.1(2)(d) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations -- Relief to permit the Filer, an exempt market dealer, to act as a dealer in a distribution of securities made under a prospectus -- Relief is on substantially the same terms as the relief in the CSA Coordinated Blanket Order 31-930 Exemption to Allow Exempt Market Dealer Participation in Selling Groups in Offerings of Securities Under a Prospectus -- Relief is time-limited -- decision should not be viewed as a precedent for other filers in the jurisdictions of Canada.
Statute cited
Securities Act, R.S.O. 1990, c. S.5, as am.
Instrument, Rule or Policy cited
Multilateral Instrument 11-102 Passport System, s. 4.7
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, s. 7.1(2)(d)
February 13, 2026
The Filer is an exempt market dealer that facilitates the distribution of flow-through shares as part of structured transactions primarily for charitable giving purposes. The flow-through shares distributed by the Filer raises capital for early-stage mineral exploration by junior mining companies in Canada. Historically, the Filer has facilitated these transactions under exemptions from the prospectus requirement.
In June 2024, the securities regulatory authorities in Alberta, British Columbia, New Brunswick, Nova Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan, and Yukon (the Participating Jurisdictions) published the CSA Coordinated Blanket Order 31-930 Exemption to Allow Exempt Market Dealer Participation in Selling Groups in Offerings of Securities Under a Prospectus (the Blanket Order) setting out a temporary exemption from the restrictions set out in paragraph 7.1(2)(d) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) so that exempt market dealers could participate in prospectus offerings as members of selling groups. In allowing exempt market dealers to participate as members of selling groups in prospectus offerings, additional channels of potential sources of capital may become available to issuers.
The Filer filed to rely on the exemption set out in the Blanket Order and participated as a member of the selling group in several prospectus offerings.
Given the overall limited use of the Blanket Order, the Participating Jurisdictions decided not to extend the Blanket Order upon its expiry on December 20, 2025. On November 27, 2025, CSA Multilateral Staff Notice 31-367 Notice and Consultation Regarding CSA Coordinated Blanket Order 31-930 Exemption to Allow Exempt Market Dealer Participation in Selling Groups in Offerings of Securities Under a Prospectus (Staff Notice 31-367) was published to seek feedback on the exemption provided in the Blanket Order for future policy-making, including to consider whether a revised exemption should be published in the future.
The Filer has applied for relief on a time-limited basis such that the Filer may continue to participate in selling groups in prospectus offerings on substantially the same terms as the relief in the Blanket Order for the period in which the Participating Jurisdictions consider the feedback to Staff Notice 31-367. This decision (Decision) has been tailored for the specific facts and circumstances of the Filer, and the Participating Jurisdictions will not consider this Decision as constituting a precedent for other filers.
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) to grant the Filer relief from the restrictions set out in paragraph 7.1(2)(d) of NI 31-103 to permit the Filer to act as a dealer in a distribution of securities made under a prospectus (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for the 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 Alberta, British Columbia, New Brunswick, Nova Scotia, Prince Edward Island, Québec, and Saskatchewan (together with the Jurisdiction, the Applicable Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, NI 31-103 and National Instrument 41-101 General Prospectus Requirements have the same meaning if used in this decision, unless otherwise defined.
For the purposes of this Decision, "selling group" means a group of investment dealers and exempt market dealers:
(a) that was formed in connection with an offering of securities under a prospectus;
(b) in which all of the members of the group have entered into an agreement with either the issuer or an investment dealer acting as the lead underwriter in connection with the offering to distribute the securities being offered under the prospectus through the members of such selling group; and
(c) in which at least one member of the group
i. is registered in the category of investment dealer
ii. acts as an underwriter in connection with the distribution of the securities being offered under the prospectus, and
iii. with respect to the distribution of the securities under the prospectus, signs a certificate of the underwriter in accordance with the requirements of Ontario securities law.
The Decision is based on the following representations and submissions of the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of Ontario with its head office located in Toronto, Ontario.
2. The Filer is registered as an exempt market dealer in all of the provinces of Canada. The Filer is also registered as a restricted portfolio manager in Alberta and Ontario, and an Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador.
3. The Filer is not in default of any requirement of securities legislation applicable in any jurisdiction in Canada.
Charity and Other Structured Flow-Through Share Financing
4. Early-stage mineral explorations by junior mining companies in Canada are often funded from flow-through share financing, which typically involves common shares issued as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada).
5. The majority of flow-through share financings are completed as structured transactions involving charitable giving.
6. The use of charity and other structured flow-through share financing is a Canadian tax strategy whereby subscribers (typically high net worth individuals and Canadian controlled private corporations) buy flow-through shares in resource companies. All or a portion of flow-through shares purchased by subscribers are (i) donated to a charity by subscribers followed by the sale of the flow-through shares to a third party; and/or (ii) immediately sold by subscribers to a third party.
7. The charity and other structured flow-through share financing model addresses the valuation gap that frequently exists between issuers and third-party investors in the early-stage mineral exploration sector, as flow-through shares are typically issued at a premium to the subscribers since the price takes into account the tax benefits for the subscriber. The charities or subscribers then sell those shares to third-party investors at a discount. By bridging the valuation gap, the charity and other structured flow-through share financing model enables issuers to raise capital that would not otherwise be available and attracts third-party investors who would not otherwise participate in flow-through share offerings by early-stage mineral exploration issuers.
The Filer's Participation in Charity and Other Structured Flow-Through Share Financing
8. Prior to the Blanket Order, the Filer facilitated the distribution of charity and other structured flow-through shares under exemptions from the prospectus requirement.
9. The Filer has an extensive client base of high-net-worth individuals that would not otherwise be interested in funding mineral exploration but would participate in charity and other structured flow-through financing transactions, resulting in mineral exploration companies raising capital from these investors which they otherwise would not have.
10. In late June 2024, the securities regulatory authorities in the Participating Jurisdictions published the Blanket Order setting out a temporary exemption from the restrictions set out in paragraph 7.1(2)(d) of NI 31-103 so that exempt market dealers could participate in prospectus offerings as members of selling groups.
11. On June 27, 2025, the Filer filed a Form 33-109F5 Change in Registration Information indicating that it would be relying on the exemption in the Blanket Order and would be participating as a member of selling groups in prospectus offerings.
12. By the Filer being able to participate as a member of selling groups in prospectus offerings, charity and other structured flow-through share financing transactions could be structured to enable financing for issuers who seek to complete a prospectus offering instead of a prospectus-exempt offering. This would attract third-party investors that are reluctant to participate in prospectus-exempt offering of charity or other structured flow-through transactions due to resale restrictions on the securities they are purchasing.
13. The Filer participated as a selling group member in five (5) prospectus offerings under the Blanket Order.
14. While the Filer participated in prospectus offerings underwritten by investment dealers, the Filer did not receive any compensation as a selling group member.
15. Upon expiry of the Blanket Order on December 20, 2025, the Filer ceased to participate in charity and other structured flow-through share financing transactions conducted under a prospectus.
16. The Filer would like to participate in charity and other structured flow-through share financing transactions conducted under a prospectus while the Participating Jurisdictions consider the comments to Staff Notice 31-367 and whether exempt market dealers should participate in selling groups in prospectus offerings.
17. With the expiry of the Blanket Order on December 20, 2025 and in absence of the Requested Relief, the Filer will be unable to distribute charity and other structured flow-through shares being offered under a prospectus.
18. The Filer will not rely on subsection 4.7(1) of MI 11-102 to passport this Decision into Manitoba, Newfoundland and Labrador, Northwest Territories, Nunavut, and Yukon.
The principal regulator is satisfied that the Decision meets the test set out in the Legislation for the principal regulator to make the Decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that and for so long as the Filer complies with all of the following terms and conditions:
a. The Filer will act as a dealer only in accordance with the terms of a selling group agreement with the issuer or an investment dealer acting as the lead underwriter in the distribution of the securities made under the prospectus.
b. The Filer will act as a dealer only to a person or company resident in the Applicable Jurisdictions in respect of whom an exemption from the prospectus requirement would have been available if the distribution of securities had been made under an exemption from the prospectus requirement.
c. The Filer will not act as an underwriter in connection with the distribution of the securities under the prospectus and limits its interest in the transaction to receiving the usual and customary distributor's or seller's commission payable by an underwriter or issuer such that the Filer comes within the exemption for selling group members in the applicable clause of the definition of "underwriter" under Canadian securities legislation.
d. The total compensation paid or payable to the Filer will not exceed 50% of the lowest total amount of compensation paid or payable in connection with the distribution of the securities under the prospectus to any selling group member that is an investment dealer.
e. This Decision shall expire on May 30, 2026.
In respect of the Requested Relief:
OSC File #: 2026/0021
Fédération des caisses Desjardins du Québec
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for exemptive relief from: (1) the qualification criteria to file a short form prospectus in paragraph 2.2(e) of National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101") and the qualification criteria to file a base shelf prospectus in subsections 2.2(1) and (2) and subparagraph 2.2(3)(b)(iii) of National Instrument 44-102 Shelf Distributions ("NI 44-102") (the "Short Form and Base Shelf Eligibility Relief"); and (2) certain of the requirements to be eligible to use the "well-known seasoned issuer" ("WKSI") regime in Part 9B of NI 44-102, namely the portion of the definition of "qualifying public debt" in subsection 9B.1(1) of NI 44-102 that requires the securities described thereunder to be non-convertible, and paragraph (c) of the definition of "well-known seasoned issuer" in subsection 9B.1(1) of NI 44-102, which requires that to be eligible to file a WKSI base shelf prospectus, an issuer must be qualified to file a short form prospectus under section 2.2, 2.3, 2.4 or 2.5 of NI 44-101(the "WKSI Eligibility Relief") -- Although a reporting issuer, the filer does not have equity securities listed and posted for trading on a short form eligible exchange due to its status as a federation of financial services cooperatives -- The filer is subject to the prudential requirements of the Autorité des marchés financiers.
National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e) and 8.1.
National Instrument 44-102 Shelf Distributions, ss. 2.2(1) and (2), 2.2(3)(b)(iii), 9B.1(1) and 11.1.
[Original text in French]
SEDAR+ filing No.: 06383401
February 10, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that (i) the qualification criteria in paragraph 2.2(e) of Regulation 44-101 respecting Short Form Prospectus Distributions, CQLR, c. V-1.1, r. 16 (Regulation 44-101) and subsections 2.2(1) and 2.2(2) and subparagraph 2.2(3)(b)(iii) of Regulation 44-102 respecting Shelf Distributions, CQLR, c. V-1.1, r. 17 (Regulation 44-102), under which the equity securities of the Filer must be listed and posted for trading on a short form eligible exchange in connection with the filing of future Prospectuses (including future WKSI Prospectuses) (each such term as defined below), and (ii) the non-convertible nature of the securities referenced in the definition of "qualifying public debt" and paragraph (c) of the definition of "well-known seasoned issuer" of subsection 9B.1(1) of Regulation 44-102 for the issuer to be qualified to file a short form prospectus under section 2.2, 2.3, 2.4 or 2.5 of Regulation 44-101 do not apply to the Filer (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 (the Principal Regulator);
(b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 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; 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, CQLR, c. V-1.1, r. 3, Regulation 11-102, Regulation 44-101 and Regulation 44-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a federation of financial services cooperatives amalgamated under the Act respecting financial services cooperatives (Québec), CQLR, c. C-67.3.
2. The Filer's head office is located in Quebec.
3. The cooperative group to which the Filer belongs is called the Groupe coopératif Desjardins, and the financial group to which the Filer belongs is called Desjardins Group. Desjardins Group is comprised of the Filer and its subsidiaries, the Desjardins caisses in Quebec, Caisse Desjardins Ontario Credit Union Inc., and the Fonds de sécurité Desjardins.
4. The Filer is a reporting issuer in all of the provinces of Canada and is not in default of securities legislation in any of those jurisdictions.
5. Desjardins Group is the largest financial services cooperative in North America, with assets of $511.9 billion as at September 30, 2025. Desjardins Group employs more than 52,000 employees. On June 19, 2013, the Principal Regulator designated Desjardins Group as a domestic systemically important financial institution (a D-SIFI) under applicable financial institutions legislation in the province of Québec.
6. The Filer acts as a monitoring and control organization for its member caisses (the Desjardins Caisses) and its mission includes risk management and capital management for Desjardins Group, as well as ensuring the financial health and sustainability of the Groupe coopératif Desjardins, which comprises the Desjardins Caisses, the Filer and the Fonds de sécurité Desjardins. The Filer is a seasoned issuer in the Canadian and global markets, and Desjardins Group has approximately $51.1 billion aggregate principal amount of wholesale funding outstanding as of September 30, 2025, on a combined basis, including multiple series of notes and covered bonds as well as commercial paper. The Filer, through its various subsidiaries, also offers life and health, and property and casualty insurance services, as well as brokerage and wealth management services, which generated $3.094 billion and $388 million in revenue, respectively, in the three-month period ended September 30, 2025.
7. In addition, the Filer acts as a control and supervisory body over the Desjardins Caisses in Québec. The Act respecting financial services cooperatives (Québec) confers broad normative powers upon the Filer, in particular with respect to Desjardins Caisses' adequacy of capital base, reserves, liquid assets and credit and investment activities. The Filer is responsible for inspecting the Desjardins Caisses and for adopting a satisfactory standard for the content of financial reports. The Filer also provides the Desjardins Caisses with a variety of services, including certain technical, financial and administrative services. As at September 30, 2025, there were 199 member Desjardins Caisses in Quebec and Ontario. The Filer is also, among other things, the treasurer and official representative of Desjardins Group with the Bank of Canada and the Canadian banking system.
8. The Filer's share capital is composed of various classes of capital shares, all of which are owned or controlled by members and auxiliary members of the Filer or members and auxiliary members of the Desjardins Caisses.
9. Because of the cooperative nature of the Filer, the Groupe coopératif Desjardins and Desjardins Group, the Filer's constating documents do not allow for the issuance of capital shares of the Filer to the public (i.e., outside of members and auxiliary members of the Filer or of the Desjardins Caisses), except in remote or extraordinary circumstances.
10. As a result thereof, the currently issued and outstanding capital shares of the Filer cannot be listed and posted for trading on a short form eligible exchange.
11. All Canadian domestic systemically important banks (D-SIB) have filed short form base shelf prospectuses (together with all related shelf prospectus supplements, a Prospectus) that are currently effective, substantially all of which are Prospectuses prepared and filed in accordance with the local blanket orders issued by the Canadian Securities Administrators on December 6, 2021 in respect of exemptions from certain base shelf prospectus requirements for qualifying well-known seasoned issuers. All such D-SIB Prospectuses qualify the issuance of, inter alia, debt securities with terms substantially similar to those of the Securities (as defined below).
12. The Filer expects to file in the near term a Prospectus for the issuance of Securities and, subject to receipt of the Exemption Sought, expects that such Prospectus will be prepared in accordance with Part 9B of Regulation 44-102 (a WKSI Prospectus). The Filer further expects that, following the lapsing of the period of effectiveness of such initial WKSI Prospectus, it will continue to file Prospectuses (which may be WKSI Prospectuses) from time to time qualifying the issuance of additional Securities or other subordinated debt securities subject to NVCC Provisions (as defined below) (and otherwise not convertible) consistent with the Exemption Sought. The Securities are not intended to be listed or posted for trading on any exchange.
13. The Filer expects that the securities to be offered by the Filer under such future Prospectuses (including any future WKSI Prospectuses) (collectively, the Future Prospectuses) will be (i) subordinated debt securities, including securities without a stated maturity constituting subordinated indebtedness, that will be convertible into capital shares of the Filer (including Class Z-Contingent Capital shares of the Filer) pursuant to an automatic conversion mechanism which is linked to specified trigger events contained in the terms and conditions of the subordinated debt securities, as required under the capital adequacy guideline of the Principal Regulator (the NVCC Provisions); and/or (ii) unsubordinated debt securities that, while they will not be convertible in accordance with their terms, will remain subject to conversion into contributed capital securities of the Filer, of a deposit-taking institution that is part of the Groupe coopératif Desjardins or of a legal person constituted or resulting from an amalgamation/continuance or other conversion carried out for purposes of the resolution of the Filer, pursuant to the bail-in powers of the Principal Regulator under applicable financial institutions legislation in the province of Quebec (the Bail-in Powers); and/or (iii) unsubordinated debt securities that will not be subject to conversion pursuant to the Bail-in Powers or otherwise (collectively, the Securities).
14. The unsubordinated debt securities would be exempt from the prospectus requirements and resale restrictions pursuant to section 2.34 of Regulation 45-106 respecting Prospectus Exemptions, CQLR c V-1.1, r. Nevertheless, consistent with the practice set by certain D-SIBs, the Filer intends to remain in a position to complete the issuance of such securities through Future Prospectuses to retain maximum flexibility in respect of the manners in which it can make distributions of such securities to the public.
15. The subordinated debt securities distributed by the Filer under Prospectuses in the preceding three years (issued in reliance on substantially similar exemptions previously granted to the Filer) would represent, and would be expected to represent in any future three-year periods, "qualifying public debt" well in excess of $1,000,000,000 in relation to the definition of "well-known seasoned issuer" under subsection 9B.1(1) of Regulation 44-102, but for the fact that such debt securities are subject to the NVCC Provisions.
16. Except for the requirement that its equity securities be listed on a short form eligible exchange, the Filer meets all requirements in order to qualify under the "Basic Qualification Criteria" to file a prospectus in the form of a short form prospectus (and in the form of a Prospectus, as set forth under subsections 2.2(1) and 2.2(2) of Regulation 44-102).
17. Except for the requirement that the Securities distributed be non-convertible in the case of Securities subject to NVCC Provisions, the Filer meets (or, in the case of (f) below, will meet at the time of distribution) all requirements in order to qualify to file a prospectus in the form of a short form prospectus (and in the form of a Prospectus, as set forth under subsections 2.3(1) and 2.3(2) of Regulation 44-102) under the "Alternative Qualification Criteria for Issuers of Designated Rating Non-Convertible Securities", as the Filer meets the following requirements:
(a) the Filer is required to transmit documents through SEDAR+ in accordance with Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+), CQLR c. V-1.1, r. 2.3;
(b) the Filer is a reporting issuer in each of the provinces of Canada;
(c) the Filer has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction (i) under applicable securities legislation, (ii) pursuant to any order issued by the securities regulatory authorities in such jurisdiction, and (iii) pursuant to any undertaking to the securities regulatory authorities in such jurisdiction, all in compliance with decision no. 2021-FS-0091 of the Principal Regulator (the FS Decision);
(d) the Filer has, in all provinces of Canada, current annual financial statements and a current AIF, as required by the FS Decision;
(e) the Filer is not an issuer whose operations have ceased or whose principal asset is cash, cash equivalents or its exchange listing; and
(f) the Filer has reasonable grounds to believe that, at the time of distribution, the Securities to be offered by the Filer under any Future Prospectuses (i) will have received a designated rating on a provisional basis; (ii) will not be the subject of an announcement by an approved rating organization or its DRO affiliate, of which the Filer is or ought reasonably to be aware at the time, that the approved rating given by the organization may be down-graded to a rating category that would not be a designated rating; and (iii) will not have received a provisional or final rating lower than a designated rating from any approved rating organization or its DRO affiliate.
18. Except for the requirement that its equity securities be listed on a short form eligible exchange and the requirement that its securities, other than equity securities, distributed under a prospectus in primary offerings for cash within the previous three years be non-convertible, the Filer meets all requirements in order to file a WKSI Prospectus under subsection 9B.2(1) of Regulation 44-102 as (i) it is not an investment fund and (ii) it would meet the definition of "eligible issuer" under Regulation 44-102.
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) the Filer complies with the applicable requirements, procedures and qualification criteria of Regulation 44-101, other than the requirement in paragraph 2.2(e) of Regulation 44-101 that the Filer's equity securities be listed and posted for trading on a short form eligible exchange;
(b) Desjardins Group continues to be recognized by the Principal Regulator as a D-SIFI (or the equivalent) under applicable financial institutions legislation in the province of Quebec;
(c) any Future Prospectuses shall disclose risk factors attaching to the NVCC Provisions, in the case of Securities that are subordinated debt securities, and to the Bail-in Powers, in the case of Securities that are unsubordinated debt securities subject to the Bail-in Powers;
(d) the Securities to be offered under any Future Prospectuses shall, at the time of distribution, have a designated rating as per the conditions set out in paragraph 2.3(1)(e) of Regulation 44-101 and subparagraph 2.3(3)(b)(iv) of Regulation 44-102; and
(e) in respect of any future WKSI Prospectuses, the Filer:
(i) complies with the applicable requirements, procedures and qualification criteria to be eligible to file a WKSI Prospectus or any amendment thereto under Part 9B of Regulation 44-102 but for paragraph 9B.2(1)(a), which provides that an issuer must meet the definition of "well-known seasoned issuer" in subsection 9B.1(1) of Regulation 44-102 in order to be eligible to file a WKSI Prospectus;
(ii) meets the definition of "well-known seasoned issuer" in subsection 9B.1(1) of Regulation 44-102 but for not satisfying paragraphs (a) and (c) of that definition;
(iii) satisfies subparagraph (a)(ii) of the definition of "well-known seasoned issuer" under subsection 9B.1(1) of Regulation 44-102 but for the fact that Securities subject to NVCC Provisions do not meet the portion of the definition of "qualifying public debt" in subsection 9B.1(1) of Regulation 44-102 that requires that securities described therein be non-convertible securities in order to meet that definition;
(iv) satisfies paragraph (c) of the definition of "well-known seasoned issuer" under subsection 9B.1(1) of Regulation 44-102 but for the fact that its equity securities are not listed and posted for trading on a short form eligible exchange;
(v) has at all relevant times under Part 9B of Regulation 44-102, distributed at least $1,000,000,000 aggregate principal amount of Securities under a prospectus in primary offerings for cash within the three preceding years, including, for greater certainty, in reliance on the Exemption Sought (and in reliance on substantially similar exemptions previously granted to the Filer);
(vi) includes on the cover page of any future WKSI Prospectus or amendment thereto a modified version of the statement required under paragraph 9B.2(3)(a) or subparagraph 9B.5(2)(b)(i) of Regulation 44-102, as applicable, that includes, in addition to the prescribed information:
1. a statement that the Filer would be eligible to file a WKSI Prospectus under subsection 9B.2(1) of Regulation 44-102 but for the circumstances of the Exemption Sought, and
2. a cross-reference to a section of such WKSI Prospectus providing the description of the Exemption Sought and this decision;
(vii) files with any future WKSI Prospectus or amendment thereto a modified version of the certificate required under subsection 9B.4(1) of Regulation 44-102, that includes, in addition to the prescribed information:
1. a statement that the Filer would be eligible to file a WKSI base shelf prospectus under subsection 9B.2(1) of Regulation 44-102 but for the circumstances of the Exemption Sought, and
2. details of this decision;
(viii) includes in any future WKSI Prospectus a clear, plain-language description of the Exemption Sought and this decision;
(ix) includes in any future WKSI Prospectus or amendment thereto a modified version of the statement required under paragraph 9B.2(3)(b) or subparagraph 9B.5(2)(b)(ii) of Regulation 44-102, as applicable, that specifies that the Filer has distributed, as at the date of any future WKSI Prospectus, at least $1,000,000,000 aggregate principal amount of Securities under a prospectus in primary offerings for cash within the three preceding years; and
(x) includes in its annual information form for the financial year ended immediately before the annual filing date, or in an amendment to any future WKSI Prospectus, a modified version of the statement required under paragraph 9B.6(1)(a) that includes the following, in addition to the prescribed information:
1. a statement that the Filer would be eligible to file a WKSI base shelf prospectus under subsection 9B.2(1) of Regulation 44-102 but for the circumstances of the Exemption Sought, and
2. a description of this decision.
OSC File #: 2026/0017
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
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THERE IS NOTHING TO REPORT THIS WEEK. |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Temporary, Permanent & Rescinding Management Cease Trading Orders
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
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Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
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Company Name |
Date of Order |
Date of Lapse |
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Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
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Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
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iMining Technologies Inc. |
September 30, 2022 |
__________ |
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Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
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mCloud Technologies Corp. |
April 5, 2023 |
__________ |
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FenixOro Gold Corp. |
July 5, 2023 |
__________ |
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HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
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Perk Labs Inc. |
April 4, 2024 |
__________ |
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FuelPositive Corporation |
January 29, 2026 |
__________ |
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Realbotix Corp. |
January 30, 2026 |
__________ |
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Filing #: 06388618
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Canadian Investment Regulatory Organization (CIRO) -- Proposed Amendments to CIRO By-Law No. 1 Regarding Term Limits of Independent Directors and the Chair -- Request for Comment
CIRO is publishing for comment proposed amendments to Section 5.4 of By-law No. 1 (By-law) to extend Independent Directors' term limits from four consecutive terms to five consecutive terms. Additionally, a six consecutive term limit would apply to an Independent Director serving as Chair, if their five-year Chair appointment would exceed the proposed five-term consecutive term limit for Independent Directors (the Proposed Amendments). As the By-law limits a Director's term to two years, the Proposed Amendments would raise maximum Board tenure for Independent Directors from 8 to 10 years, and up to 12 years for the Chair. The purpose of the Proposed Amendments is to align with governance best practices and ensure leadership continuity.
A copy of the CIRO Bulletin, including the text of the Proposed Amendments, is also available on the Commission's website at www.osc.ca. The comment period will end on March 23, 2026.
Canadian Securities Exchange -- Housekeeping Amendments to CSE Trading Rules -- Notice of Housekeeping Rule Amendments
In accordance with the Process for the Review and Approval of Rules and the Information Contained in Form 21-101F1 and the Exhibits Thereto attached as Appendices to the Exchange's recognition order (the "Protocol"), CNSX Markets Inc., operator of the Canadian Securities Exchange ("CSE" or "Exchange") has adopted housekeeping rule changes to CSE Trading Rules (the "Amendments"). The Amendments have been classified as Housekeeping Rules and as such, have not been published for comment. Staff of the British Columbia Securities Commission ("BCSC") and the Ontario Securities Commission ("OSC") have not disagreed with this classification.
The amendments are necessary to reflect the reflect the Canadian Investment Regulatory Organisation (CIRO) adoption of a new proficiency model for investment dealers approved persons{1}, which came into effect on January 1, 2026.
Amendments to Rules 4-101(1) are being made to conform to applicable amendments made by CIRO to the Investment Dealer and Partially Consolidated Rules in relation to the proficiency requirements for approved persons and potential candidates of investment dealers.
CSE Rule |
Amendment |
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4-101 Access to Trading System |
(1) A Dealer shall not permit any person to trade on the Trading System unless such person (a) is an Approved Trader in good standing on the Toronto Stock Exchange or the TSX Venture Exchange; or |
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(b) has successfully completed the proficiency requirements for a Trader pursuant to the Investment Dealer and Partially Consolidated Rules of the Market Regulator |
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(c) has completed such other courses and/or assessments to ensure proficiency in the Rules as the Exchange may determine from time to time. |
The CSE Rule can be viewed at:
Trading Rules | CSE -- Canadian Securities Exchange (thecse.com)
The Housekeeping Amendments become effective immediately.
Amendments have been classified as housekeeping and were not published for comment.
Questions regarding this notice may be directed to:
CSE Trading Rules
[...]
RULE 4 TRADING OF SECURITIES
[...]
4-101 Access to Trading System
(1) A Dealer shall not permit any person to trade on the Trading System unless such person (a) is an Approved Trader in good standing on the Toronto Stock Exchange or the TSX Venture Exchange; or
(b) has successfully completed the proficiency requirements for a Trader pursuant to the Investment Dealer and Partially Consolidated Rules of the Market Regulator Trader Training Course of the Canadian Securities Institute; or
(c) has completed such other courses and/or assessments to ensure proficiency in the Rules as the Exchange may determine from time to time.
[...]
CSE Trading Rules
[...]
RULE 4 TRADING OF SECURITIES
[...]
4-101 Access to Trading System
(1) A Dealer shall not permit any person to trade on the Trading System unless such person (a) is an Approved Trader in good standing on the Toronto Stock Exchange or the TSX Venture Exchange; or
(b) has successfully completed the proficiency requirements for a Trader pursuant to the Investment Dealer and Partially Consolidated Rules of the Market Regulator; or
(c) has completed such other courses and/or assessments to ensure proficiency in the Rules as the Exchange may determine from time to time.
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{1} https://www.ciro.ca/newsroom/publications/ciro-proficiency-model-approved-persons-under-investment-dealer-and-partially-consolidated-rules-0.
Canadian Securities Exchange -- Public Interest Amendments -- Subject to Public Comment -- Proposed Amendments to CSE Listing Policies -- Notice of Approval
In accordance with the process for the Review and Approval of Rules and Information Contained in Form 21-101F1 and the Exhibits Thereto attached as Appendices to its recognition orders (the Protocol). CNSX Markets Inc. (CSE) has proposed, and the Ontario Securities Commission and British Columbia Securities Commission have approved Public Interest Rule Amendments under the Protocol (the "Amendments") to CSE Listing Policies (Policies) to introduce requirements and restrictions related to market making activity where the activity will be carried out pursuant to a contract directly with a Listed Issuer. In addition, CSE is making changes relating to Promotional Activity (together, the "Amendments").
On November 17, 2025, CSE published Notice 2025-009 -- Proposed Amendments To CSE Listing Policies -- Notice And Request For Comments. With the implementation of these Amendments, CSE will introduce requirements and restrictions related to market making activity where the activity will be carried out pursuant to a contract directly with a Listed Issuer. The Amendments will also prohibit Inactive Issuers from engaging any Person to conduct Promotional Activity and ensure that a Person retained to perform Promotional Activity does not directly retain or engage another Person to conduct market making activity for the same Listed Issuer. There are other changes to the definition of "Policy"" to correct a drafting error and properly reflect references made in the CSE Policies.
The comment period ended on December 15, 2025. CSE received no comments.
The Amendments will take effect immediately.
Questions
Questions about this notice may be directed to:
CDS Clearing and Depository Services (CDS) -- Proposed Material Amendments to CDS Participant Rules, External Procedures and Fee Schedule Related to the Security Certificate Held in Electronic Form, Closure of the CDS Window and the Discontinuation of Delivery Services -- Notice of Material Rule Submissions
CDS has submitted to the Commission, proposed amendments to CDS Rules, External Procedures and Fee Schedule related to Security Certificate held in electronic form, the closure of the CDS Window and the discontinuation of the Delivery Services.
The objective of the amendments is to further allow CDS to continue with their dematerialization efforts which allows CDS to significantly reduce physical handling of security certificates.
CDS does not expect the formal closure of the CDS Window or the decommissioning of Delivery Services to have a material impact on CDS Participants. The proposals will permit to reduce any associated or ongoing operating costs, reduce administrative burden and operational constraints associated with handling and safeguarding physical certificates and should also significantly mitigate risk of loss, theft, or damage inherent in physical certificate management.
The proposed amendments have been posted for public comment on the CDS website. The 30-day public comment period ends on March 23, 2026.