Ontario Securities Commission Bulletin
Issue 49/08 - February 26, 2026
Ont. Sec. Bull. Issue 49/08
• Ontario Securities Commission and Taylor Carr -- s. 127(1)
• Ontario Securities Commission et al.
• Ontario Securities Commission and Maurice Aziz
• Ontario Securities Commission et al. -- ss. 127(1), 127(8)
• Artis Real Estate Investment Trust
• Taiwan Futures Exchange Corporation -- s. 147
• 1832 Asset Management L.P. and Scotia Essentials Growth Portfolio
• Hamilton Capital Partners Inc. and Hamilton Enhanced Bitcoin DayMAXTM ETF
• Desjardins Investments Inc. and The Top Funds
• First Nations Finance Authority
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• Taiwan Futures Exchange Corporation -- Notice of Commission Order
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Ontario Securities Commission and Taylor Carr -- s. 127(1)
FILE NO.: 2026-3
BETWEEN:
Subsection 127(1) of the Securities Act, RSO 1990, c S.5
PROCEEDING TYPE: Public Settlement Hearing
HEARING DATE AND TIME: February 25, 2026 at 2:00 p.m.
LOCATION: By videoconference
The purpose of this hearing is to consider whether it is in the public interest for the Capital Markets Tribunal to approve the Settlement Agreement dated February 12, 2026, between the Ontario Securities Commission and Taylor Carr in respect of the application filed by the Commission dated February 12, 2026.
Any party to the proceeding may be represented by a representative at the hearing.
IF A PARTY DOES NOT ATTEND, THE HEARING MAY PROCEED IN THE PARTY'S ABSENCE AND THE PARTY WILL NOT BE ENTITLED TO ANY FURTHER NOTICE IN THE PROCEEDING.
This Notice of Hearing is also available in French on request of a party. Participation may be in either French or English. Participants must notify the Tribunal in writing as soon as possible if the participant is requesting a proceeding be conducted wholly or partly in French.
L'avis d'audience est disponible en français sur demande d'une partie, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Tribunal par écrit dès que possible si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.
Dated at Toronto this 23rd day of February 2026.
For more information
Please visit capitalmarketstribunal.ca or contact the Registrar at registrar@capitalmarketstribunal.ca.
BETWEEN:
(Subsection 127(1) of the Securities Act, RSO 1990 c S.5)
1. In response to breaches of Ontario securities law, the Capital Markets Tribunal (the Tribunal) may impose restrictions on respondents to protect Ontario investors and capital markets. These restrictions often include bans from acting as directors or officers of issuers. It is critical to fostering fair and efficient capital markets and confidence in capital markets that persons and companies comply with all terms and conditions of the Tribunal's orders, including these bans.
2. Taylor Carr contravened Ontario securities law by failing to comply with a director and officer ban imposed in a Tribunal order dated January 10, 2023 (the January 2023 Order). The January 2023 Order required Carr to resign from any positions he held as a director or officer of an issuer and prohibited him from becoming an officer or director of any issuer for three years. Carr became a director of two non-reporting issuers in contravention of the director and officer ban and remained in contravention for approximately two years. A prohibition from acting as a director or officer of an issuer applies to any issuer, not just reporting issuers.
3. Compliance with Tribunal orders is essential to maintaining the integrity of Ontario's capital markets. When persons disregard the restrictions imposed on them by orders of the Tribunal, this undermines investor confidence and the fairness and efficiency of the capital markets.
The Ontario Securities Commission (the Commission) makes the following allegations of fact:
4. Carr is a resident of Port Stanley, Ontario.
5. Carr was a respondent in Rosborough (Re), file number 2020-33. On January 10, 2023, the Tribunal made the January 2023 Order. Among other things, the January 2023 Order required Carr to resign any positions that he held as a director or officer of any issuer and prohibited him from becoming or acting as a director or officer of any issuer for a period of three years (D&O Ban).
6. Following the January 2023 Order, Carr became a director of 15333750 Canada Inc. (153 Canada) on September 5, 2023, federally incorporated on the same date.
7. Subsequently, Carr became a director of Cultivation Coaches Inc. (Cultivation Coaches) on October 5, 2023, incorporated in Ontario on the same date.
8. The two corporations are issuers within the meaning of the Securities Act, R.S.O. 1990, c. S.5 (the Act).
9. Carr failed to comply with the D&O Ban for approximately two years.
10. On December 20, 2024 and January 17, 2025, the Commission requested Carr to provide any evidence of his compliance with the D&O Ban.
11. Following the Commission's request, Carr resigned as a director of Cultivation Coaches effective December 27, 2024, and as a director of 153 Canada effective September 2, 2025.
The Commission alleges the following breach of Ontario securities law:
12. By becoming a director of the two issuers after the January 2023 Order, Carr breached the D&O Ban in the Order and consequently, contravened Ontario securities law and section 122(1)(c) of the Act, and it is in the public interest to issue an order pursuant to section 127 of the Act.
13. The Commission requests that the Tribunal make an order pursuant to subsection 127(1) of the Act to approve the settlement agreement between the Commission and Carr with respect to the matters set out herein.
DATED this 12th day of February, 2026.
ONTARIO SECURITIES COMMISSION |
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20 Queen Street West, 22nd Floor |
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Toronto, ON M5H 3S8 |
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Mark Bailey |
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Senior Litigation Counsel |
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Tel: 416-593-8254 |
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Email: mbailey@osc.gov.on.ca |
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Susan Kimani |
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Litigation Counsel |
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Tel: 416-263-7717 |
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Email: skimani@osc.gov.on.ca |
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
February 18, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated February 18, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Maurice Aziz
FOR IMMEDIATE RELEASE
February 18, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated February 18, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
February 20, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated February 20, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Taylor Carr
FOR IMMEDIATE RELEASE
February 23, 2026
TORONTO -- The Tribunal issued a Notice of Hearing for a hearing to consider whether it is in the public interest to approve a Settlement Agreement entered into by the Ontario Securities Commission and Taylor Carr in the above-named matter.
The hearing will be held on February 25, 2026, at 2:00 p.m. by videoconference.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
A copy of the Notice of Hearing dated February 23, 2026, and the Application for Enforcement Proceeding dated February 12, 2026, are available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al. -- ss. 127(1), 127(8)
BETWEEN:
File No. 2025-4
Adjudicator: |
Jane Waechter |
February 18, 2026
(Subsections 127(1) and 127(8) of the Securities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider a motion by the Ontario Securities Commission to extend a temporary order of the Commission dated February 6, 2025, and extended on February 18, 2025, February 24, 2025, October 3, 2025 and February 4, 2026;
ON READING the materials filed by the Commission and the correspondence from the parties, and on being advised that the respondents do not oppose the extension of the temporary order;
IT IS ORDERED THAT:
1. pursuant to subsection 127(8) and clause 2 of subsection 127(1), all trading in securities of the BGRE Capital Corporation (BGRE), BG Wealth Group Inc. (BG Wealth), BG Wealth Group Growth Fund LP (the Fund), BG Wealth Holdings Corporation (the Fund Manager), BG Wealth GP Inc. (the Fund GP), BG Wealth Properties Inc. (BG Properties), BG Property Holdings Inc. (BG Property Holdings) and Blackthorn Investment Group Inc. (Blackthorn and, together with BGRE, BG Wealth, the Fund, the Fund Manager, the Fund GP, BG Properties and BG Property Holdings, the BG Entities) shall cease until 4:30 p.m. on August 6, 2026;
2. pursuant to subsection 127(8) and clause 2 of subsection 127(1), any trading in any securities by Craig Dunkerley, Claudia Harvey and the BG Entities, or by any person on their behalf, including any act, advertisement, solicitation, conduct or negotiation, directly or indirectly in furtherance of a trade, shall cease until 4:30 p.m. on August 6, 2026; and
3. pursuant to subsection 127(8) and clause 3 of subsection 127(1), any exemptions contained in Ontario securities law do not apply to Dunkerley, Harvey and the BG Entities until 4:30 p.m. on August 6, 2026.
Ontario Securities Commission and Maurice Aziz
BETWEEN:
File No. 2025-25
Adjudicator: |
M. Cecilia Williams |
February 18, 2026
WHEREAS the Capital Markets Tribunal has considered a request in writing by Maurice Aziz for an extension of time to serve and file any affidavit evidence and written submissions on the merits and sanctions and costs hearing as set out in the order dated November 5, 2025;
ON READING the correspondence from Aziz and the Ontario Securities Commission, and on considering that the Commission consents to the request;
IT IS ORDERED THAT:
1. by 4:30 p.m. on March 20, 2026:
a. the respondent shall serve and file any affidavit evidence and written submissions on the merits and sanctions and costs; and
b. if the respondent has not filed his materials, the Tribunal will proceed based on the available record; and
2. if applicable, by 4:30 p.m. on April 3, 2026, the Commission shall serve and file any reply affidavit evidence and any reply submissions on the merits and sanctions and costs.
Ontario Securities Commission et al.
BETWEEN:
File No. 2025-7
Adjudicators: |
Andrea Burke (chair of the panel) |
James D.G. Douglas |
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Sandra Blake |
February 20, 2026
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider a motion brought by the Ontario Securities Commission for an order that opinion evidence of expert witnesses proposed to be called by Lisa Langley and Emerge Canada Inc. to respond to questions set out in a December 31, 2025 memorandum delivered in accordance with the Tribunal's Order dated December 15, 2025, is inadmissible at the merits hearing;
ON READING the materials filed by the Ontario Securities Commission and Lisa Langley on her own behalf and on behalf of Emerge Canada Inc. and noting that the other respondents, Desmond Alvares, Marie Rounding, Monique Hutchins, Bruce Friesen, did not take a position on this motion;
IT IS ORDERED, for reasons to follow, that:
1. the Ontario Securities Commission's motion is granted in part, as follows:
a. the proposed expert opinion evidence addressing the following questions is inadmissible at the merits hearing:
i. What valuation methodologies are commonly used by investment fund managers for assets similar to those held by the Emerge Canada funds during the relevant period?
ii. What professional judgment considerations typically arise when valuing such assets, including in circumstances involving limited market data, illiquidity, or complexity?
iii. Based on your experience, how do industry participants assess whether a valuation approach falls within an acceptable range of professional and industry practice at a given point in time?
iv. What roles do third-party service providers, such as fund administrators and valuation agents, typically play in NAV calculation and valuation processes?
v. What is the scope and purpose of an audit in the context of investment funds, including the matters auditors typically assess and the limitations of that assessment?
vi. How do investment fund managers typically interact with auditors with respect to valuation inputs and year-end audit processes?
vii. How should the Manager of the Funds treat the Valuation and Disclosure of the Funds' NAV during interim periods?
2. the Ontario Securities Commission's motion is dismissed in part, without prejudice to any party's ability to raise or renew objections (including objections about expert qualifications and admissibility) at the merits hearing regarding expert opinion evidence proposed to be called by Lisa Langley and Emerge Canada Inc., addressing the following questions:
a. How are governance, oversight, and internal control frameworks typically structured for investment fund managers of comparable size, strategy, and operational complexity?
b. What roles do third-party service providers typically play in oversight?
c. How do investment fund managers customarily rely on such service providers in fulfilling their operational and oversight responsibilities?
d. How do investment fund managers typically interact with auditors with respect to financial reporting?
3. the parties shall serve any expert reports addressing the questions in paragraph 2 above according to the following schedule:
a. by 4:30 pm on February 28, 2026, Lisa Langley and Emerge Canada Inc. shall serve any expert reports;
b. by 4:30 pm on March 16, 2026, any other party shall serve its responding expert reports, if any; and
c. by 4:30 pm on March 20, 2026 Lisa Langley and Emerge Canada Inc. shall serve their reply expert reports, if any.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
February 19, 2026
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-66
Artis Real Estate Investment Trust
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Order No. 7743
February 11, 2026
The securities regulatory authority in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Manitoba Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Québec, New Brunswick, Nova Scotia, Prince Edward Island,
(c) Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut; and
(d) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51 105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21 101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: App2026-59
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- application for partial revocation of failure-to-file cease trade order -- issuer cease traded due to failure to file with the Commission interim financial statements, related management's discussion and analysis and related certifications -- issuer has applied for a partial revocation of the cease trade order to permit trades of securities of the issuer in connection with a court-approved transaction under the Companies' Creditors Arrangement Act -- partial revocation granted subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.
1. Voxtur Analytics Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on September 5, 2025.
2. The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.
Terms defined in National Instrument 14-101 Definitions or National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.
3. This decision is based on the following facts represented by the Issuer:
a. The Issuer was incorporated under the Business Corporations Act (Ontario) on June 12, 2007.
b. The Issuer is a reporting issuer in each of the provinces and territories of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon (the Reporting Jurisdictions).
c. The Issuer's registered and head office is located at 175 Bloor Street East, South Tower, Suite 1105, Toronto, Ontario, M4W 3R8, Canada.
d. The Issuer provides real estate technology solutions that support the lending lifecycle. Its platforms deliver data analytics for property valuation, tax assessment, loan origination and servicing, portfolio securitization, and settlement services for investors, lenders, government agencies, and servicers.
e. The authorized capital of the Issuer consists of an unlimited number of common shares (the Common Shares) and preference shares (the Preference Shares). As at the date hereof, there are approximately 777,687,764 Common Shares and 4,081,632 Preference Shares issued and outstanding. The Issuer also has approximately 17,134,347 deferred share units, 542,260 restricted share units, 58,515,260 share purchase warrants, and 14,128,211 stock options outstanding. The Issuer has no other outstanding securities (including debt securities).
f. The Common Shares were listed on the TSX Venture Exchange (the TSXV) under the symbol "VXTR". The Common Shares were delisted from the TSXV effective as of the close of markets on December 12, 2025, as a result of the failure of the Issuer to meet the continued listing requirements of the TSXV. The Common Shares are also quoted and currently halted for trading on the OTCQB in the United States under the symbol "VXTRF. The Issuer intends, following completion of the Transaction (as hereinafter defined), to delist the Common Shares from the OTCQB and apply for a full revocation of the FFCTO and for an order to cease to be a reporting issuer in all of the Reporting Jurisdictions.
g. The FFCTO was issued as a result of the Issuer's failure to file the following continuous disclosure materials as required by applicable Canadian securities laws:
(i) interim financial statements for the period ended June 30, 2025,
(ii) management's discussion and analysis (MD&A) relating to the interim financial statements for the period ended June 30, 2025,
(iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109),
(collectively, the Unfiled Documents).
h. In addition to the Unfiled Documents, the Issuer has also not filed the following documents:
(i) interim financial statements for the period ended September 30, 2025,
(ii) MD&A relating to the financial statements referred to in subparagraph (i) above,
(iii) certification of the foregoing filings, as required by NI 52-109,
(iv) a material change report in respect of each material change disclosed in the Transaction News Releases (as defined below), and
(v) a news release and material change report regarding the issuance of the Sale Approval and Vesting Order and Transaction (each as defined below)
(collectively, the Subsequent Unfiled Documents).
i. Except for news releases filed by the Issuer on SEDAR+ on (i) September 8, 2025, announcing the issuance of the FFCTO and the Issuer's receipt of a notice of default under its credit facility; (ii) September 29, 2025, announcing that HCP (as defined below) had purchased certain secured indebtedness of the Issuer from Bank of Montreal; and (iii) November 10, 2025 announcing the commencement of a sale and investment solicitation process under the CCAA Proceedings (as defined below), the appointment of the Monitor (as defined below) and the issuance of the Initial Order (as defined below) (collectively, the Transaction News Releases), the Issuer has not filed continuous disclosure documents required to be filed by applicable Canadian securities laws since the date of the FFCTO.
j. In light of ongoing financial difficulties, the Issuer and certain of its subsidiaries and affiliates (the VoxturGroup) filed for creditor protection under the Companies' Creditors Arrangement Act (Canada) (the CCAA) and received an order (the Initial Order) for creditor protection under the CCAA from the Ontario Superior Court of Justice (Commercial List) (the Court) on November 10, 2025 (the CCAA Proceedings).
k. Pursuant to the Initial Order, the Court, inter alia, appointed PricewaterhouseCoopers Inc. as monitor (in such capacity, the Monitor) of the Voxtur Group under the CCAA Proceedings and authorized the Issuer to obtain a debtor-in-possession loan in order to fund the CCAA Proceedings and other short-term working capital requirements of the Voxtur Group.
l. On November 13, 2025, the Issuer entered into a stalking horse subscription agreement (the Subscription Agreement) with HCP-FVY, LLC and HCP Fund V-FVY, LLC (collectively, HCP) providing for the sale of the Purchased Shares (as defined below) to HCP, subject to (i) the granting of the SISP Order (as defined below); (ii) the selection of the Subscription Agreement as the Successful Bid (as defined below); and (iii) the granting of the Sale Approval and Vesting Order (as defined below).
m. On November 20, 2025, the Court granted an order (the SISP Order) authorizing the Monitor to conduct, with the assistance of the Issuer, a sale and investment solicitation process (the SISP) intended to solicit interest in the opportunity for a sale of or investment in all or part of the Issuer's assets and business operations, and approving the Subscription Agreement with an effective date of November 13, 2025 as a stalking horse bid under the SISP.
n. The Monitor received bids from interested parties in connection with the SISP and, on or about January 8, 2026, the Monitor designated the Subscription Agreement submitted by HCP as the successful bid under the SISP (the Successful Bid) and, in accordance with the SISP Order, the Issuer sought Court approval of the Successful Bid and authority to consummate the transactions provided for therein.
o. On January 28, 2026, the Court granted an order under the CCAA (the Sale Approval and Vesting Order) pursuant to which, inter alia, the Court (i) approved the Subscription Agreement and the transaction (the Transaction) contemplated therein, including the sale and issuance by the Issuer of a new class of common shares in an amount to be determined (the Purchased Shares) to HCP, (ii) authorized the transfer and vesting of all of Voxtur Group's right, title and interest in certain excluded assets and excluded liabilities to "Residual Co.", (iii) authorized and directed the Issuer to issue the Purchased Shares to HCP, and vest in HCP, all right title and interest in and to the Purchased Shares, (iv) authorized the termination and cancellation all capital shares, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities (whether voting or non-voting, whether preferred, common or otherwise, and including share appreciation, contingent interest or similar rights) of the Issuer other than the Purchased Shares, and (v) noted that all rights and remedies against or in respect of the Voxtur Group had been stayed and suspended.
p. Pursuant to the Sale Approval and Vesting Order, the Court ordered that no approval of shareholders or other holders of equity interests of the Issuer is required in respect of the Transaction.
q. Following the completion of the Transaction, HCP or its nominee will be the sole shareholder of the Issuer.
r. In connection with carrying out the SISP Order and obtaining the Sale Approval and Vesting Order, the Issuer has engaged in certain acts in furtherance of trades in the securities of the Issuer, including its entry into the Subscription Agreement (collectively, the Acts), which Acts were taken with the approval of, and under the supervision of, the Court. Under the SISP Order, the Court approved the Subscription Agreement, with an effective date of November 13, 2025, as a stalking horse bid under the SISP, and subsequently, under the Sale Approval and Vesting Order, the Subscription Agreement was approved as the Successful Bid. Except for the Acts and the failure to file the Unfiled Documents and the Subsequent Unfiled Documents, the Issuer is not in default of any requirements of the FFCTO, the securities legislation of any jurisdiction in which the Issuer is a reporting issuer, or the rules and regulations made pursuant thereto.
s. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed to the public apart from matters relating to the CCAA Proceedings and the Transaction.
t. All inquiries received from securityholders that the Issuer has received regarding the proposed Transaction have been resolved by the Monitor.
u. As the Transaction will involve trades in securities of the Issuer, the closing of the Transaction is conditional on the partial revocation of the FFCTO.
v. The issuance of the Purchased Shares by the Issuer will occur in Ontario.
w. The Purchased Shares will not be qualified for distribution to the public under any applicable Canadian securities laws and will be subject to restrictions on transfer in Canada.
x. Following completion of the Transaction, all securities of the Issuer will remain subject to the FFCTO until a full revocation of the FFCTO is granted.
y. Other than the Transaction, no further trading in securities of the Issuer will be made by the Issuer unless further relief from the FFCTO is sought by the Issuer.
z. Following completion of the Transaction, the Issuer intends to apply for a full revocation of the FFCTO and a cease to be a reporting issuer order.
aa. The Issuer's SEDAR+ and SEDI profiles are up to date and accurate.
4. The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
5. The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the trades in securities of the Issuer (including for greater certainty, acts in furtherance of trades in securities of the Issuer) that are necessary for and are in connection with the Transaction, provided that:
a. prior to completion of the Transaction, HCP will receive:
(i) a copy of the FFCTO;
(ii) a copy of this order; and
(iii) written notice from the Issuer, to be acknowledge by HCP in writing (the Acknowledgement), that all of the Issuer's securities, including the securities issued in connection with the Transaction, will remain subject to the FFCTO until a full revocation order is granted, the issuance of which is not certain and that the Issuer intends to apply to cease to be a reporting issuer immediately following the closing of the Transaction;
b. the Issuer undertakes to make available a copy of the Acknowledgement to staff of the Principal Regulator upon request; and
c. this order will terminate on the earlier of the completion of the Transaction and 90 days from the date hereof.
DATED this 19th day of February 2026.
OSC File #: 2026/68
Taiwan Futures Exchange Corporation -- s. 147
Application under section 147 of the Securities Act (Ontario) (OSA) for an order exempting Taiwan Futures Exchange Corporation (TAIFEX) from the requirement in subsection 21.2(0.1) of the OSA to be recognized as a clearing agency.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 21.2(0.1), 147.
(Section 147 of the OSA)
WHEREAS Ontario Securities Commission (Commission) has received an application (Application) from the Taiwan Futures Exchange Corporation (TAIFEX) pursuant to section 147 of the OSA requesting an order exempting TAIFEX from the requirement to be recognized as a clearing agency under subsection 21.2(0.1) of the OSA in order to provide its derivatives clearing services to Ontario-resident entities;
AND WHEREAS TAIFEX has represented to the Commission that:
1.1 TAIFEX is a private company incorporated in Taiwan on September 9, 1997 pursuant to the Company Act (Taiwan) having its registered office and head office in Taiwan.
1.2 TAIFEX operates a regulated futures exchange (Exchange) in addition to acting as a central counterparty (CCP) clearing agency for exchange-traded derivatives (ETD Clearing Agency) for all classes of exchange-traded derivatives (i.e., futures and options contracts) entered into on the Exchange (ETDs or Exchange-Traded Derivatives) and, since July 25, 2022, as a CCP clearing agency for over-the-counter derivatives (OTCD Clearing Agency and, collectively with the ETD Clearing Agency, Clearing Agency) for certain specified classes of over-the-counter derivatives (OTC Derivatives) executed by counterparties independently from TAIFEX. TAIFEX operates the ETD clearing business and OTC Derivatives clearing business separately, maintaining distinct clearing rules, membership agreements, clearing and settlement funds, and IT systems. Additionally, both businesses are financially independent, with separate accounting practices ensuring clear segregation of financial obligations and resources.
1.3 TAIFEX is licensed to operate the Exchange and act as a Clearing Agency by Taiwan's Financial Services Commission (FSC), the governmental agency responsible for supervising securities and futures markets and derivatives clearing agencies in Taiwan. The FSC is required to supervise the Clearing Agency on an ongoing basis.
1.4 TAIFEX observes the international standards applicable to financial market infrastructures described in the April 2012 report named Principles for financial market infrastructures (PFMIs) as discussed in its PFMI Disclosure Report and related PFMI Self-Assessment Report each dated as of October 1, 2024.
1.5 TAIFEX is recognized by the European Securities and Markets Authority as a Tier 1 Third-Country CCP under Article 25(2) of the European Market Infrastructure Regulation and is subject to an order issued by the U.S. Commodity Futures Trading Commission that exempts TAIFEX from the requirement to register as a Derivatives Clearing Organization under Section 5b(h) of the U.S. Commodity Exchange Act. In addition, TAIFEX has been exempted by the Financial Services Agency of Japan (JFSA) for its New Taiwan Dollar Interest Rate Swap (TWD IRS) clearing service.
1.6 Entities approved by the FSC that satisfy the other membership criteria set out in TAIFEX's rules are eligible to apply for membership as Clearing Participants of TAIFEX's Clearing Agency for OTC Derivatives and/or ETDs (Clearing Participants).
1.7 TAIFEX's membership criteria cover professional qualifications, financial integrity, regulated status of an applicant, and the ability of the applicant to meet and continue to meet the standards set out by TAIFEX.
1.8 TAIFEX anticipates that Ontario-based entities that have their head office or principal place of business in Ontario may be interested in becoming Clearing Participants of TAIFEX (Ontario Clearing Participants). TAIFEX also anticipates that other entities that have a head office or principal place of business in Ontario and that are "local customers" as defined in National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (NI 94-102) may be interested in using TAIFEX's customer clearing services (each an Ontario Customer).
1.9 TAIFEX will provide Ontario Customers with an individual segregated account structure for client clearing, ensuring strict separation of positions and margin. Each Clearing Participant's proprietary positions and margin are fully segregated from those of its customers, and the positions and margin of each Ontario Customer will be maintained in individually segregated accounts with TAIFEX at all times, regardless of whether the Ontario Customer is an affiliate of the Clearing Participant.
For the ETD market, a Clearing Participant must deposit the clearing margin it receives from customers with TAIFEX. TAIFEX does not allow for the netting of positions across different customer accounts. Additionally, Ontario Customers will be permitted to clear through an indirect intermediary and may onboard indirect clients who clear through them.
For the OTC market, a Clearing Participant must immediately deposit the full amount of customer margin with TAIFEX upon receipt. The OTC Operating Rules prohibit netting of positions across different customer accounts. Unlike for ETD clearing, for OTC Derivatives clearing TAIFEX does not permit Ontario Customers to clear through an "indirect intermediary" as defined in NI 94-102 or to onboard indirect clients who would clear through them.
1.10 TAIFEX will only allow Ontario Clearing Participants and Ontario Customers to clear the following product types: (a) for ETDs: Equity Index Futures and Options, Equity Futures and Options, cash-settled Commodity Futures and Options and FX Futures (the ETD Permitted Clearing Services); and (b) for OTC Derivatives: Taiwanese Dollar interest rate swaps and FX forwards referencing the Taiwanese Dollar (specifically, Non-Deliverable Forwards between Taiwanese Dollars and U.S. Dollars) (the OTC Permitted Clearing Services).
1.11 Each Clearing Participant is required to provide TAIFEX with, and maintain on a daily basis for so long as it is a Clearing Participant, eligible collateral with a value sufficient to satisfy its margin, default fund (for OTC Derivatives), and clearing and settlement fund (for ETDs) requirements as calculated by TAIFEX in accordance with the rules of its Clearing Agencies.
1.12 The TAIFEX OTC Operating Rules and the ETD Operating Rules (including in particular the default procedures contained within them) govern the processes that apply to Clearing Participants in the case of a Clearing Participant default. Clearing Participants remain responsible for the credit risk of their customers.
1.13 As required by the Futures Trading Act (Taiwan), TAIFEX has established a financial safeguards system to provide optimal risk management protections. These include a segregated financial safeguard waterfall for cleared OTC Derivatives that is designed to ensure that TAIFEX has sufficient resources to cover defaulting Clearing Participant losses in a wide range of potential stress scenarios including the extreme scenario where the two largest Clearing Participants and their affiliates default at the same time. Upon the default of an OTC Derivatives Clearing Participant, TAIFEX will consult the default management group for advice on hedging the defaulting Clearing Participant's position risks, and formulating hedging strategies. TAIFEX will seek to auction the defaulting Clearing Participant's remaining house portfolio to other participants and will then close out all remaining open house positions as required.
1.14 TAIFEX has also established similar safeguards for the ETD Clearing Agency. These include a segregated financial safeguard waterfall for ETDs that is designed to ensure that TAIFEX has sufficient resources to cover defaulting Clearing Participant losses in a wide range of potential stress scenarios including the extreme scenario when the largest Clearing Participant and its affiliates default at the same time. Upon default of an ETD Clearing Participant, TAIFEX will convene an emergency response meeting on the disposal of positions and margins of the Clearing Participant. TAIFEX may open a default handling account for a Clearing Participant that has executed a succession agreement, and liquidate proprietary positions held by such defaulting Clearing Participant.
1.15 Clearing Participants must successfully complete simulated default tests to demonstrate they have the appropriate expertise and operational processes in place prior to beginning clearing operations. Once live, all Clearing Participants are required to participate in default simulations regularly to confirm their operational readiness to manage a Clearing Participant default.
1.16 TAIFEX will not establish an office or have a physical presence or employees in Ontario or elsewhere in Canada.
1.17 TAIFEX submits that it does not pose a significant risk to the Ontario capital markets and is subject to an appropriate regulatory and oversight regime in Taiwan.
AND WHEREAS TAIFEX has agreed to the terms and conditions as set out in Schedule "A" to this order;
AND WHEREAS TAIFEX is required to comply with National Instrument 24-102 Clearing Agency Requirements and OSC Rule 91-507 Derivatives: Trade Reporting, as applicable;
AND WHEREAS based on the Application and the representations that TAIFEX has made to the Commission, in the Commission's opinion the granting of the order to exempt TAIFEX from the requirement to be recognized as a clearing agency would not be prejudicial to the public interest;
AND WHEREAS TAIFEX has acknowledged to the Commission that the scope of and the terms and conditions imposed by the Commission attached hereto as Schedule "A" to this order, or the determination whether it is appropriate that TAIFEX continue to be exempted from the requirement to be recognized as a clearing agency, may change as a result of the Commission's monitoring of developments in international and domestic capital markets, TAIFEX's activities, or as a result of any changes to the laws in Ontario affecting trading in or clearing and settlement of derivatives or securities;
IT IS HEREBY ORDERED by the Commission that pursuant to section 147 of the OSA, TAIFEX is exempt from the requirement to be recognized as a clearing agency under subsection 21.2(0.1) of the OSA;
PROVIDED THAT TAIFEX complies with the terms and conditions attached hereto as Schedule "A".
DATED this 18th day of February, 2026.
Unless the context requires otherwise, the terms used in this Schedule "A" have the meanings ascribed to them in Ontario securities law (including terms defined elsewhere in this order).
1. TAIFEX must comply with Ontario securities law (as defined in the OSA) and, where applicable, Ontario commodity futures law (as provided in the Commodity Futures Act (Ontario)).
2. TAIFEX's OTC Permitted Clearing Services must comply with National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (NI 94-102), except where and to the extent that TAIFEX has obtained an order exempting TAIFEX from the requirements of NI 94-102 and complies with the terms of such order.
3. TAIFEX's activities in Ontario will be limited to providing CCP services for products listed in paragraph 1.10 above, for and on behalf of Ontario Clearing Participants and Ontario Customers (Permitted Clearing Services).
4. Prior to first admitting a Clearing Participant that is an Ontario-resident entity, TAIFEX shall obtain a legal opinion that confirms the closeout netting and collateral enforcement provisions of the OTC Operating Rules and the ETD Operating Rules are effective in respect of such proposed Ontario-resident Clearing Participant under applicable laws of Ontario and the federal laws of Canada applicable therein.
5. TAIFEX must maintain its status as a licensed and designated clearing agency for ETDs and OTC Derivatives under the Futures Act or any comparable successor legislation, must comply with its ongoing regulatory requirements as a clearing agency and must remain subject to the regulatory oversight of the FSC or any successor supervisory authority.
6. TAIFEX must promote within TAIFEX a governance structure that minimizes the potential for any conflict of interest between TAIFEX and its shareholders that could adversely affect the clearing services permitted under this order or the effectiveness of TAIFEX's risk management policies, controls and standards.
7. TAIFEX will promptly provide staff of the Commission the following information to the extent that it is required to provide or to submit such information to FSC or its successor:
(a) details of any material legal proceeding instituted against TAIFEX;
(b) notification that TAIFEX has failed to comply with an undisputed obligation to pay money or deliver property to an Ontario Clearing Participant or an Ontario Customer for a period of thirty days after receiving notice from the applicable Clearing Participant of TAIFEX's past due obligation;
(c) notification that TAIFEX has instituted a petition for a judgment of bankruptcy or insolvency or similar relief, or to wind up or liquidate TAIFEX or has a proceeding for any such petition instituted against it;
(d) notification that TAIFEX has initiated its recovery plan;
(e) the appointment of a receiver or the making of any voluntary arrangement with creditors;
(f) the entering of TAIFEX into any resolution regime or the placing of TAIFEX into resolution by a resolution authority;
(g) material changes to its bylaws and rules where such changes would impact the services permitted by this order to be used by Ontario Clearing Participants or Ontario Customers; and
(h) new services or clearing of new types of products in the Permitted Clearing Services to be offered to Ontario Clearing Participants or Ontario Customers or services or products that will no longer be available to Ontario Clearing Participants or Ontario Customers; and
(i) any new category of membership in respect of the Permitted Clearing Services if TAIFEX expects that category of membership would be available to Ontario Clearing Participants or Ontario Customers.
8. TAIFEX will promptly notify staff of the Commission of any of the following:
(a) any material change to its business or operations;
(b) any material change or proposed material change to TAIFEX's status as a clearing agency under the Futures Act or in its regulatory oversight by the FSC.
(c) any material problems with the clearing and settlement of transactions that could materially affect the safety and soundness of TAIFEX;
(d) the admission of any new Ontario Clearing Participant or Ontario Customer;
(e) any event of default by, or removal from the Permitted Clearing Services of, an Ontario Clearing Participant or an Ontario Customer; and
(f) any material system failure of a Permitted Clearing Service used by an Ontario Clearing Participant or an Ontario Customer, including cybersecurity breaches.
9. TAIFEX must maintain and submit the following information to the Commission in a manner and form acceptable to the Commission on a quarterly basis within 30 days of the end of each calendar quarter, and at any time promptly upon the request of staff of the Commission:
(a) current lists of all Ontario Clearing Participants and Ontario Customers with their corresponding legal entity identifiers (LEIs), if any;
(b) a list of all Ontario Clearing Participants and Ontario Customers against whom disciplinary or legal action has been taken in the quarter by TAIFEX with respect to activities at TAIFEX, or to the best of TAIFEX's knowledge, by the FSC or any other authority in Taiwan that has or may have jurisdiction with respect to the relevant Ontario Clearing Participant or Ontario Customer's clearing activities at TAIFEX, provided that the Commission will maintain the confidentiality of the identity of any such Ontario Clearing Participant and Ontario Customer, unless (i) required by a court of competent jurisdiction, law, regulation or memorandum of understanding with a regulatory authority to release such identity, (ii) disclosure is permitted by or consistent with .the purposes of the OSA, or (iii) such identity is publicly available;
(c) a list of all investigations by TAIFEX in the quarter relating to Ontario Clearing Participants and Ontario Customers, provided that the Commission will maintain the confidentiality of the identity of any such Ontario Clearing Participant and Ontario Customer, unless (i) required by a court of competent jurisdiction, law, regulation or memorandum of understanding with a regulatory authority to release such identity, (ii) disclosure is permitted by or consistent with the purposes of the OSA, or (iii) such identity is publicly available;
(d) a list of all Ontario-resident applicants who have been denied Clearing Participant status in the quarter by TAIFEX;
(e) quantitative information in respect of the Permitted Clearing Services used by the Ontario Clearing Participants and Ontario Customers, broken down by each Clearing Participant (identified by LEI) that (i) is an Ontario Clearing Participant, or (ii) is not an Ontario Clearing Participant but provides the Permitted Clearing Services to an Ontario Customer, if applicable, including the following:
(i) the end of the quarter level, maximum and average daily open interest, number of transactions and notional value of transactions cleared during the quarter for each Ontario Clearing Participant and Ontario Customer, by product type;
(ii) the percentage of end of quarter level and average daily open interest, number of transactions and the notional value cleared during the quarter for all Clearing Participants that represents the end of quarter and average daily open interest, number of transactions and the notional value of transactions cleared during the quarter for each Ontario Clearing Participant and Ontario Customer, by product type;
(iii) the aggregate total margin amount required by TAIFEX on the last trading day during the quarter for each Ontario Clearing Participant and Ontario Customer; and
(v) the percentage of total margin required by TAIFEX, on the last trading day of the quarter, for all Clearing Participants that represents the total margin required for each Ontario Clearing Participant and Ontario Customer;
(f) the Default Fund or Clearing and Settlement Fund contribution for ETDs and OTC Derivatives, respectively, for each Ontario Clearing Participant on the last trading day during the quarter, and its proportion to the total Default Fund or Clearing and Settlement Fund contributions for ETDs and OTC Derivatives, respectively; and
(g) a summary of the risk management analysis related to the adequacy of TAIFEX's margins, Default Fund and Clearing and Settlement Fund requirements, including but not limited to stress testing and backtesting results.
10. TAIFEX must promptly provide such information as may be requested from time to time by, and otherwise cooperate with, the Commission or its staff, subject to any applicable privacy or other laws that would prevent the sharing of such information and subject to the application of solicitor-client privilege.
11. Unless otherwise prohibited under applicable law, TAIFEX will share information relating to regulatory and enforcement matters and otherwise cooperate with other recognized and exempt clearing agencies on such matters, as appropriate.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
February 23, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-65
TRUBAR Inc. (formerly, Simply Better Brands Corp.)
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
February 19, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia and Alberta.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-77
Probe Gold Inc. -- s. 1(6) of the OBCA
Applicant deemed to have ceased to be offering its securities to the public under ss. 1(6) of the Business Corporations Act (Ontario).
Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 1(6).
(Subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. The Applicant is an "offering corporation" as defined in subsection 1(1) the OBCA;
2. The Applicant's registered office is located at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7;
3. The Applicant has no intention to seek public financing by way of an offering of securities;
4. On January 30, 2026 the Applicant was granted an order (the Reporting Issuer Order) pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction in Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications; and
5. The representations set out in the Reporting Issuer Order continue to be true.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto on this _5th_ day of _February_, 2026
OSC File #: 2026-44
1832 Asset Management L.P. and Scotia Essentials Growth Portfolio
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from multi-tier restriction in paragraph 2.5(2)(b) of NI 81-102 to permit three-tier structures where existing and future top funds (including ETFs and alternative mutual funds) invest in one or more other mutual funds (including ETFs and alternative mutual funds) that are subject to NI 81-102 and under common management, which may each in turn invest more than 10% of NAV in securities of one or more other mutual funds (including ETFs and alternative mutual funds) that are subject to NI 81-102 and that are under common management or managed by unaffiliated managers -- Relief subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(b) and 19.1.
February 13, 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(the Legislation) pursuant to section 19.1 of National Instrument 81-102 Investment Funds (NI 81-102) exempting the Top Funds from the multi-tier fund-of-fund restriction in paragraph 2.5(2)(b) of NI 81-102 to permit a three-tier structure where a Top Fund purchases and holds directly or indirectly securities of one or more other mutual funds (including ETFs and alternative mutual funds), each of which is, or will be, subject to NI 81-102 and managed by the Filer (each, a Reference Fund), which Reference Fund in turn holds directly or indirectly more than 10% of its net asset value (NAV) in securities of one or more other mutual funds (including ETFs and alternative mutual funds), each of which is, or will be, subject to NI 81-102 (each, a Third Tier Fund) (each, a Three-Tier Structure) (the Requested Relief). The Third Tier Funds may be: (i) one or more mutual funds (including ETFs and alternative mutual funds) managed by the Filer (each, an 1832 Third Tier Fund, and, together with the Top Funds and the Reference Funds, the Funds and, each, a Fund) and/or (ii) one or more other mutual funds (including ETFs and alternative mutual funds) (the Other Funds and, each, an Other Fund).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with the Jurisdiction, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102 have the same meaning if used in this decision, unless otherwise defined. In addition to the defined terms used in this decision, capitalized terms used in this decision have the following meanings:
Policies means the Filer's Fairness Policy and Acquisition and Holding of Securities of a Related Underlying Fund Policy.
Further, each of the terms "invests", "holds", "investment" and "holding" refers to any investing or investment made in, or holding of, securities either directly or indirectly through specified derivatives, as the context requires.
This decision is based on the following facts represented by the Filer:
1. 1832 AM is a limited partnership formed and organized under the laws of the province of Ontario. The general partner of 1832 AM is 1832 Asset Management G.P. Inc., an Ontario corporation wholly-owned by the Bank of Nova Scotia, with its head office located in Toronto, Ontario.
2. 1832 AM is registered as: (i) a portfolio manager in all of the provinces and territories of Canada; (ii) an exempt market dealer in all of the provinces and territories of Canada; (iii) an investment fund manager in Ontario, Quebec, Newfoundland and Labrador and the Northwest Territories; (iv) a commodity trading manager in Ontario; (v) an adviser in Manitoba; and (vi) a derivatives portfolio manager in Quebec.
3. The Filer is, or will be, the registered investment fund manager of each Fund in a Three-Tier Structure.
4. The Other Funds are, or will be, managed by investment fund managers unaffiliated with the Filer.
5. The Filer may act as the registered portfolio manager of the Funds in a Three-Tier Structure or may appoint one or more registered portfolio managers or sub-advisors to provide the Filer with investment advice in respect of a Fund's investments.
6. Each Top Fund, Reference Fund and Third Tier Fund is, or will be, a mutual fund organized as an open-ended trust, limited partnership or class of a mutual fund corporation organized and governed by the laws of a Jurisdiction or the laws of Canada. The securities of each Reference Fund and Third Tier Fund may be sold to investors other than the Funds.
7. Each Top Fund, Reference Fund and Third Tier Fund is, or will be, an investment fund to which NI 81-102 applies, subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities, and offered by a prospectus filed and receipted in the Jurisdictions and, accordingly, a reporting issuer in the Jurisdictions.
8. Neither the Filer nor any existing Fund is in default of securities legislation in any Jurisdiction.
Three-Tier Structure
9. The Existing Fund invests primarily in a diversified mix of mutual funds, equity securities and/or fixed income securities located anywhere in the world and aims to achieve long term capital appreciation with a secondary focus on income generation using a balanced approach to investing. The Filer proposes to cause the Existing Fund and other Top Funds to achieve their respective investment objectives by investing a portion of their assets in securities of one or more Reference Funds.
10. Each Reference Fund may invest, among other things, in one or more Third Tier Funds. In some circumstances, these investments in Third Tier Funds will exceed 10% of the Reference Fund's NAV.
11. Each Third Tier Fund in the Three-Tier Structure primarily invests, or will primarily invest, directly in a portfolio of securities and/or other assets. It may also invest up to 10% of its NAV in securities of other investment funds.
12. Each Three-Tier Structure is subject to the Policies. The Fairness Policy includes processes to ensure that funds, including the Funds in a Three-Tier Structure, are treated fairly with respect to the allocation of securities, prices and trading commissions. The Filer also reviews and assesses the trade allocation policies of sub-advisors, where the sub-advisor is trading in securities for more than one client, to ensure fair treatment of all clients in allocating investment opportunities. Additionally, the Acquisition and Holding of Securities of a Related Underlying Fund Policy includes procedures for investments in related underlying funds. The Filer has put in place processes to manage large unitholder investments and redemptions in fund-of-fund structures, to ensure that unitholders are not adversely impacted by trading activities of large unitholders.
13. To manage liquidity risk due to cross-ownership of funds within a Three-Tier Structure, the Filer will use a combination of risk management tools to address the significant investor risk, including (i) Independent Review Committee approved governance policies that have been adopted to protect all investors in the Funds, (ii) internal portfolio manager notification requirements of significant cash flows into the Funds, (iii) ongoing liquidity monitoring of each Fund's portfolio, and (iv) real time cash projection reporting for the Funds. Each Fund in a Three-Tier Structure will be managed as a stand-alone investment for purposes of the application of these risk management tools.
14. The investment strategies of each Top Fund in a Three-Tier Structure, as stated in the Fund's prospectus, state or will state (in the next regularly scheduled renewal, or amendment if earlier), that the Fund will invest in one or more Reference Funds and that each of these Reference Funds may invest more than 10% of its net assets in a class of securities of one or more Third Tier Funds, which in respect of 1832 Third Tier Funds, either does not charge management or other fees or waives such fees.
15. For purposes of section 2.5 of NI 81-102, each Top Fund will be considered to be holding securities of each Reference Fund, whether the Top Fund holds the securities of each Reference Fund directly or indirectly through one or more specified derivatives. Accordingly, each Top Fund's investment in one or more of the Reference Funds will result in a Three-Tier Structure. Absent the Requested Relief, this Three-Tier Structure is contrary to the multi-layering restriction in paragraph 2.5(2)(b) of NI 81-102 and does not fit within the exceptions to paragraph 2.5(2)(b) found in subsection 2.5(4) of NI 81-102. Except for paragraph 2.5(2)(b), a Top Fund's use of the Three-Tier Structure will be made in accordance with the provisions of section 2.5 of NI 81-102, including paragraphs 2.5(2)(a) and 2.5(2)(a.1) of NI 81-102.
16. An investment by a Reference Fund in securities of its Third Tier Funds is, and will be, made in accordance with the provisions of section 2.5 of NI 81-102, including paragraphs 2.5(2)(a) and 2.5(2)(a.1) of NI 81-102.
17. To avoid duplicative fees, a Top Fund will invest in a class of securities of a Reference Fund that either charges nil management and other fees or waives such fees. Similarly, a Reference Fund will invest in a class of securities of an 1832 Third Tier Fund that either charges nil management and other fees or waives such fees. Where a Reference Fund invests in securities of Other Funds, the Filer will ensure that the Reference Fund does not pay management or other fees that, to a reasonable person, would duplicate a fee payable by the Other Fund for the same service. No sales charges will be paid by a Top Fund relating to an investment into any Reference Fund or by any Reference Fund relating to an investment in any Third Tier Fund. Accordingly, there will be no duplication of fees payable by the Top Fund, Reference Fund or Third Tier Fund of any Three-Tier Structure, as applicable.
18. The prospectus of each Top Fund in a Three-Tier Structure will also disclose in the next regularly scheduled renewal, or amendment if earlier, that the accountability for portfolio management is (a) at the level of each Top Fund with respect to the selection of Reference Funds to be purchased by that Top Fund and with respect to the purchase and sale of any other portfolio securities or other assets held by that Top Fund, (b) at the level of each Reference Fund with respect to the selection of Third Tier Funds to be purchased by that Reference Fund and with respect to the purchase and sale of any other portfolio securities or other assets held by that Reference Fund, and (c) at the level of each Third Tier Fund with respect to the purchase and sale of portfolio securities and other assets held by that Third Tier Fund.
19. Each Top Fund in a Three-Tier Structure will comply with the requirements under National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) relating to top 25 positions portfolio holdings disclosure in its management reports of fund performance and the requirements of Form 81-101F3 Contents of Fund Facts Document or Form 41-101F4 Information Required in an ETF Facts Document relating to top 10 position portfolio holdings disclosure in its Fund Facts or ETF Facts, as applicable, as if the Top Fund was investing directly in the Third Tier Funds.
20. The investment objectives of the underlying funds held by a Top Fund in a Three-Tier Structure will generally be independent of each other in order to minimize potential overlap between the securities held by the respective portfolios of the underlying funds. To address any potential duplication of securities between underlying funds, the Filer will, through its compliance testing, aggregate the portfolio holdings across all underlying funds in a Three-Tier Structure for purposes of determining compliance with the concentration, control and other threshold limits under NI 81-102.
21. It would not be prejudicial to the public interest to grant the Requested Relief to the Top Funds.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision. The decision of the principal regulator under the Legislation is that the Requested Relief is granted, provided that:
(a) the Filer is the registered investment fund manager of each Top Fund, each Reference Fund and each 1832 Third Tier Fund in a Three-Tier Structure;
(b) the investment strategies of each Top Fund in a Three-Tier Structure, as stated in the Top Fund's prospectus (which, in the case of an existing Top Fund, means the Top Fund's prospectus or amendment next receipted after the Top Fund becomes part of a Three-Tier Structure), state that the Top Fund will invest in one or more Reference Funds and that each of these Reference Funds may invest more than 10% of its net assets in a class of securities of one or more Third Tier Funds;
(c) the proposed investment of each Top Fund in its Reference Fund(s) and of each Reference Fund in its Third Tier Fund(s) in a Three-Tier Structure is otherwise made in compliance with all other requirements of section 2.5 of NI 81-102, except to the extent that discretionary relief has been granted from any such requirement, as applicable;
(d) there is no duplication of management fees or administrative fees between each tier of the Three-Tier Structure;
(e) the Three-Tier Structure is implemented in a manner that seeks the fair treatment for investors in all of the investment funds managed by the Filer that are involved in a Three-Tier Structure by allocating portfolio transaction costs fairly among all of such investment funds;
(f) the Filer maintains investor protection policies and procedures that address liquidity and redemption risk due to cross-ownership of funds within a Three-Tier Structure, and each Fund in a Three-Tier Structure is managed as a stand-alone investment for purposes of these policies and procedures; and
(g) each Top Fund in a Three-Tier Structure complies with the requirements under NI 81-106 relating to top 25 positions portfolio holdings disclosure in its management reports of fund performance and the requirements of Form 81-101F3 or Form 41-101F4 relating to top 10 position portfolio holdings disclosure in its Fund Facts or ETF Facts, as applicable, as if the Top Fund was investing directly in the Third Tier Funds.
Application File #: 2026-37
SEDAR+ File #: 6385901
Hamilton Capital Partners Inc. and Hamilton Enhanced Bitcoin DayMAXTM ETF
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from paragraphs 2.5(2)(a.1) and (c) of NI 81-102 to permit exchange-traded alternative mutual fund to invest in US-listed bitcoin exchange-traded product -- Investment in US-listed exchange-traded product would not result in fund having exposure to assets or investment strategies that they would not be permitted to seek through direct investment -- Fund to benefit from an efficient and cost-effective alternative to investing in bitcoin directly -- Subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(a.1) and (c), and 19.1.
February 13, 2026
The principal regulator in Ontario has received an application from the Filer on behalf of the Fund for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption from the following:
(a) paragraph 2.5(2)(a.1) of National Instrument 81-102 Investment Funds (NI 81-102) to permit the Fund to purchase securities (IBIT Shares) of iShares® Bitcoin Trust (IBIT) even though IBIT is not subject to NI 81-102 and does not comply with the provisions of NI 81-102 applicable to an alternative mutual fund; and
(b) paragraph 2.5(2)(c) of NI 81-102 to permit the Fund to purchase IBIT Shares even though IBIT is not a reporting issuer in a Jurisdiction;
(together, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than the Jurisdiction (together with the Jurisdiction, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision unless otherwise defined. Certain other defined terms have the meanings given to them below, as well as under "Representations".
"Exchange" means the Toronto Stock Exchange, Cboe Canada or another stock exchange recognized by the OSC.
"Nasdaq" means The Nasdaq Stock Market LLC owned by Nasdaq, Inc.
"National Securities Exchange" has the meaning given to it in the United States Securities Exchange Act of 1934.
"NAV" means net asset value.
"NI 41-101" means National Instrument 41-101 General Prospectus Requirements.
"SEC" means the United States Securities and Exchange Commission.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of Ontario with a head office in Toronto.
2. The Filer is registered as: (i) an investment fund manager in Ontario, Quebec and Newfoundland & Labrador; (ii) an exempt market dealer in Ontario; (iii) a portfolio manager in Ontario; and (iv) a commodity trading manager in Ontario.
3. The Filer will be the trustee, investment fund manager and portfolio manager of the Fund.
4. The Filer is not in default of the securities legislation in any of the Jurisdictions.
The Fund
5. The Fund will be an exchange-traded mutual fund that is an "alternative mutual fund" (as defined in NI 81-102) and will be established as a trust governed by the laws of the Province of Ontario.
6. The Fund will file and distribute its securities pursuant to a long form prospectus prepared and filed in accordance with NI 41-101 and Form 41-101F2 Information Required in an Investment Fund Prospectus, subject to any exemptions therefrom that have been, or may in the future be, granted by the applicable securities regulatory authorities.
7. The Fund will be subject to and will be governed by NI 81-102, subject to any exemptions therefrom that have been, or may in the future be, granted by the applicable securities regulatory authorities.
8. The Fund will be a reporting issuer under the laws of one or more of the Jurisdictions.
9. Units of the Fund will be, subject to satisfying the original listing requirements of the Exchange, listed on the Exchange. The fundamental investment objective of the Fund will be to deliver attractive income while providing exposure primarily to Bitcoin. To supplement income earned from its holdings, mitigate risk and reduce volatility, the Fund employs an actively managed, primarily ultra-short-term, option strategy.
10. As an "alternative mutual fund" (as defined in NI 81-102), the Fund may use leverage in accordance with NI 81-102 and the Filer currently expects to target leverage of up to 25% of the NAV of the Fund.
11. The Fund intends to write covered call options to mitigate downside risk and generate premium income, in accordance with NI 81-102.
Overview of IBIT
12. IBIT is a Delaware statutory trust that issues IBIT Shares representing fractional undivided beneficial interests in its net assets.
13. IBIT is governed by the provisions of a Third Amended and Restated Trust Agreement (the Trust Agreement) executed as of June 27, 2025, as amended from time to time, by the Sponsor (as defined below), the Trustee and the Delaware Trustee (each as defined below).
14. IBIT seeks to reflect generally the performance of the price of bitcoin, before payment of IBIT's expenses and liabilities, by investing directly in bitcoin. The assets of IBIT consist solely of bitcoin and cash. IBIT is intended to constitute a simple means for an investor to make an investment similar to an investment in bitcoin.
15. IBIT Shares are distributed in the United States pursuant to a prospectus dated July 31, 2025, with a supplement No. 1 dated Nov 21, 2025, as amended and supplemented from time to time, that is part of a registration statement on Form S-1 under the United States Securities Act of 1933 (the '33 Act) that was filed in respect of IBIT with the SEC.
16. IBIT Shares are listed and traded on the Nasdaq under the ticker symbol "IBIT". IBIT has net assets in excess of USD$67 billion as of December 31, 2025.
17. IBIT issues IBIT Shares on a continuous basis. IBIT issues and redeems IBIT Shares only in blocks of a specific number of IBIT Shares (a Basket), currently set at 40,000 IBIT Shares or integral multiples thereof, based on the quantity of bitcoin attributable to each IBIT Share (net of accrued but unpaid remuneration due to the Sponsor and any accrued but unpaid expenses or liabilities). IBIT may change the number of IBIT Shares in a Basket. These transactions take place in exchange for cash or bitcoin.
18. Baskets are offered continuously by IBIT at the NAV per IBIT Share multiplied by the Shares in a Basket. Only registered broker-dealers that become authorized participants by entering into a contract with the Sponsor and the Trustee (Authorized Participants) may purchase or redeem Baskets in exchange for cash or bitcoin. IBIT Shares are offered to the public in the United States from time to time at varying prices that reflect the price of bitcoin and the trading price of the IBIT Shares on the Nasdaq at the time of the offer.
19. Authorized Participants deliver only bitcoin or cash to create IBIT Shares and receive only bitcoin or cash when redeeming IBIT Shares. Further, Authorized Participants do not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct IBIT or a third party with respect to purchasing, holding, delivering, or receiving bitcoin as part of the creation or redemption process.
20. IBIT is an "investment fund" within the meaning of applicable Canadian securities legislation. IBIT is not registered, and is not required to be registered, as an "investment company" under the United States Investment Company Act of 1940, as amended (the '40 Act).
The Sponsor
21. The sponsor of IBIT is iShares Delaware Trust Sponsor LLC (the Sponsor), a Delaware limited liability company and an indirect subsidiary of BlackRock, Inc. (BlackRock).
22. The Sponsor arranged for the creation of IBIT, the registration of the IBIT Shares for their public offering in the United States and the listing of the IBIT Shares on the Nasdaq. The Sponsor has certain marketing and administrative duties in respect of IBIT and is responsible for the oversight and overall management of IBIT, but has delegated day-to-day administration of IBIT to the Trustee (as defined below) under the Trust Agreement.
23. The Sponsor is responsible for preparing and filing periodic reports on behalf of IBIT with the SEC and will provide any required certification for such reports.
The Trustee
24. The trustee (the Trustee) of IBIT is BlackRock Fund Advisors, a wholly-owned subsidiary of BlackRock.
25. The Trustee is responsible for the day-to-day administration of IBIT. The Trustee has delegated certain day-to-day responsibilities to the Trust Administrator (as defined below).
The Trust Administrator
26. The Bank of New York Mellon serves as the trust administrator (Trust Administrator) of IBIT. The Trust Administrator has been engaged to provide certain administrative services, including, but not limited to, arranging for the computation of the NAV of IBIT; preparing IBIT's financial statements and annual and quarterly reports; and recording payment of fees and expenses on behalf of IBIT. The Bank of New York Mellon is also the custodian for IBIT's cash holdings.
The Bitcoin Custodian
27. Coinbase Custody Trust Company, LLC (the Bitcoin Custodian) is the custodian for IBIT's bitcoin holdings. The Bitcoin Custodian has represented that it is a fiduciary under Section 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended. Anchorage Digital Bank N.A. is an additional/alternative bitcoin custodian as disclosed in IBIT's prospectus.
28. The Bitcoin Custodian satisfies the criteria for a sub-custodian for assets held outside Canada in section 6.3 of NI 81-102.
Reasons for Exemption Sought
29. Absent the Exemption Sought, an investment by the Fund of up to 100% of its NAV in IBIT Shares would be prohibited by:
(a) paragraph 2.5(2)(a.1) of NI 81-102 because IBIT is not subject to NI 81-102 and does not comply with the provisions of NI 81-102 applicable to an alternative mutual fund or a non-redeemable investment fund; and
(b) paragraph 2.5(2)(c) of NI 81-102 because IBIT is not a reporting issuer in any Jurisdiction.
30. An investment by the Fund in IBIT Shares would not qualify for the exception in paragraph 2.5(3)(a) of NI 81-102.
31. The Exemption Sought is therefore needed for the Fund to be permitted to invest up to 100% of its NAV in IBIT Shares in furtherance of its investment objectives.
General
32. IBIT is regulated by the SEC as a reporting issuer under the '33 Act. IBIT Shares are registered with the SEC under the '33 Act and are offered in the primary market in a manner similar to the Fund pursuant to a prospectus filed with the SEC which discloses a description of IBIT's properties and business, a description of the IBIT Shares being offered for sale, information about the management of IBIT and financial statements certified by independent accountants, similar to the disclosure requirements under NI 41-101 and Form 41-101F2.
33. IBIT prepares key investor information documents which provide disclosure that is substantially similar to the disclosure required to be included in the ETF facts document required by Form 41-101F4 Information Required in an ETF Facts Document.
34. IBIT is subject to continuous disclosure obligations which are substantially similar to the disclosure obligations under National Instrument 81-106 Investment Fund Continuous Disclosure. IBIT is required to update information of material significance in its prospectus, to prepare management reports and an unaudited set of financial statements at least quarterly, and to prepare management reports and an audited set of financial statements annually.
35. IBIT operates in a manner that is substantially similar to an exchange traded fund in Canada.
36. IBIT Shares are listed and traded on the Nasdaq, a National Securities Exchange in the United States. The listing requirements of the Nasdaq are consistent with the listing requirements of an Exchange.
37. The investment in IBIT Shares by the Fund is an efficient and cost-effective alternative to investing in bitcoin directly. The investment objectives, investment strategies, investment restrictions and risk factors applicable to the Fund and IBIT will be substantially the same, other than the use of leverage and a covered call option strategy by the Fund. IBIT's investment objectives and strategies are consistent with the investment restrictions in NI 81-102.
38. The Filer submits that, if the Exemption Sought is granted, the Filer will review IBIT's ongoing filings to ensure that IBIT is being managed in a manner consistent with the investment restrictions of NI 81-102.
39. The Fund's prospectus will provide appropriate disclosure about the Fund's investment in IBIT, including risk factors associated therewith and the particulars of the Exemption Sought.
40. The Fund's investment in IBIT Shares will otherwise comply with the investment restrictions in Part 2 of NI 81-102, except to the extent any discretionary relief has been granted to the Fund therefrom.
41. An investment by the Fund in IBIT Shares will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Fund.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator is that the Exemption Sought is granted, provided that:
(a) The Fund will only invest in IBIT Shares so long as IBIT continues to be a reporting issuer, and IBIT Shares continue to be distributed in the United States in accordance with all applicable SEC requirements;
(b) The Fund's investment in IBIT Shares is in accordance with the Fund's investment objectives;
(c) The Fund will not invest in IBIT Shares if, at the time of acquisition, IBIT holds more than 10% of its NAV in securities of any other investment fund other than securities of a "money market fund" or a fund that issues "index participation units" as those terms are defined in NI 81-102;
(d) The Fund's investment in IBIT Shares will otherwise remain consistent with the investment restrictions in Part 2 of NI 81-102, as they apply to alternative mutual funds, except to the extent discretionary relief from such requirements has been granted to the Fund; and
(e) The Fund's final prospectus discloses that the Fund may invest in IBIT Shares including the material terms of the Exemption Sought.
Application File #: 2026/54
SEDAR+ File #: 6389787
Desjardins Investments Inc. and The Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual funds that are not reporting issuers granted 30-day extension for the annual and interim financial statement delivery deadlines under NI 81-106 -- Top Funds invest the majority of their assets in Underlying Funds -- Underlying Funds are subject to a variety of financial reporting deadlines, in some cases extending beyond the annual and interim financial statement filing and delivery deadlines under NI 81-106 -- Relief granted provided that no less than 25% of the total assets of the Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial reporting periods that end on December 31 of each year and subject to laws or documentation that require their annual financial statements to be delivered between 90 and 120 days of their financial year-end and interim financial statements to be delivered within 90 days of their most recently completed interim period.
National Instrument 81-106 Investment Funds Continuous Disclosure, ss. 2.2, 2.4, 5.1(2)(a), 5.1(2)(b) and 17.1.
[Original text in French]
DECISION No.: 2026-EPI-1010903
SEDAR+ filing No.: 06386409
February 13, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application on behalf of the Filer, as investment fund manager of the DIM Private Absolute Return Strategy Fund (the Absolute Return Fund) and Desjardins Global Private Infrastructure Fund (the Infrastructure Fund) (collectively, the Top Funds and each, aTop Fund) which invest in underlying funds (the Underlying Funds and each an Underlying Fund) as part of their investment strategy, for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer and the Top Funds from:
1. the requirement in section 2.2 of Regulation 81-106 respecting Investment Fund Continuous Disclosure (Regulation 81-106) that the Top Funds file their audited annual financial statements and auditors' report (the Annual Financial Statements) on or before the 90th day after the Top Funds' most recently completed financial year (the Annual Filing Deadline);
2. the requirement in section 2.4 of Regulation 81-106 that the Top Funds file their unaudited interim financial statements (the Interim Financial Statements and collectively with the Annual Financial Statements, the Financial Statements) on or before the 60th day after the Top Funds' most recently completed interim period (the Interim Filing Deadline);
3. the requirement in paragraph 5.1(2)(a) of Regulation 81-106 that the Top Funds deliver to securityholders their Annual Financial Statements by the Annual Filing Deadline (the Annual Delivery Requirement); and
4. the requirement in paragraph 5.1(2)(b) of Regulation 81-106 that the Top Funds deliver to securityholders their Interim Financial Statements by the Interim Filing Deadline (the Interim Delivery Requirement);
(collectively, the Exemption Sought).
Under the Process for Exemptive Relief Application in Multiple Jurisdictions (for dual application):
a) the Autorité des marchés financiers has been selected as the principal regulator for this application;
b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System (Regulation 11-102), is intended to be relied upon in each of the provinces and territories of Canada other than the Jurisdictions (together with the Jurisdictions, the Canadian Territories); and
c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respectingDefinitions and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer.
The Filer
1. The Filer is a corporation incorporated under the Business Corporation Act (Québec).
2. The Filer's head office is located in Montréal, Québec.
3. The Filer is a member of a group of entities which fall under Fédération des caisses Desjardins du Québec's (FCDQ) umbrella, a financial services cooperative established under the Act respecting financial services cooperatives (Québec), and is a wholly-owned indirect subsidiary of FCDQ.
4. The Filer is duly registered as an investment fund manager (IFM) in Québec, Ontario and Newfoundland and Labrador.
5. The Filer, or an affiliate of the Filer, is the IFM and portfolio manager of the Top Funds.
6. The Filer is not a reporting issuer in any of the Canadian Territories.
7. The Filer is not in default of the securities legislation in any of the Canadian Territories.
The Top Funds
8. The Top Funds are investment funds established as trusts under the laws of Québec.
9. The Absolute Return Fund is a feeder fund that is wholly invested in, and that holds the entirety of the securities of, the DIM Absolute Return Fund LP (the Absolute Return Underlying Fund).
10. The investment objective of the Absolute Return Fund is to generate stable positive returns while having a low correlation with traditional asset classes. The investment strategy of the Absolute Return Fund is to invest substantially all of its assets in the Absolute Return Underlying Fund.
11. The investment objective of the Absolute Return Underlying Fund is to generate stable positive returns while having a low correlation with traditional asset classes. The Absolute Return Underlying Fund invests in a combination of different hedge fund strategies such as long/short equities, long/short credit and global macro.
12. The net asset value of the Absolute Return Fund is determined daily.
13. The investment objective of the Infrastructure Fund is to provide investors with long-term capital appreciation and income through exposure to a diversified portfolio of global infrastructure assets while maintaining a degree of liquidity.
14. To achieve its objective, the Infrastructure Fund initially intends to invest the majority of its assets in the DGAM Global Private Infrastructure Fund, L.P., a limited partnership established under the laws of the Province of Québec, which seeks to achieve favourable risk-adjusted returns over the long-term by assembling a diversified and balanced portfolio of infrastructure assets through direct investments, co-investments and fund investments.
15. The net asset value of the Infrastructure Fund is determined monthly.
16. Each Top Fund qualifies as a mutual fund for the purposes of the Legislation.
17. Securities of each Top Fund will only be offered for sale to accredited investors in the Canadian Territories pursuant to an exemption from the prospectus requirements under Regulation 45-106 respecting Prospectus Exemptions (Regulation 45-106).
18. None of the Top Funds is a reporting issuer in any of the Canadian Territories.
19. Each Top Fund has a financial year-end of December 31.
20. Each Top Fund invests in securities of Underlying Funds as part of its investment strategy.
21. The Filer believes that investing in the Underlying Funds in accordance with each of the Top Funds' investment objective and strategy offers benefits not available through a direct investment in the companies, other issuers or assets held by the Underlying Funds.
22. Securities of the Underlying Funds may be redeemable at various intervals subject to certain restrictions, but in some cases may not be redeemable until the termination of the Underlying Funds. As each Top Fund has a long-term investment horizon, each Top Fund is able to manage its own liquidity requirements, taking into consideration the frequency at which the securities of the Underlying Funds may be redeemed.
The Underlying Funds
23. The Underlying Funds may be established under, and governed by, the laws of Canada, the United States or other international jurisdictions.
24. The Underlying Funds may have varying financial year-ends and may be subject to a variety of financial reporting deadlines. For example, assets of the Top Funds may be invested in Underlying Funds the constating documents of which require the Annual Financial Statements to be filed within 120 days of the financial year-end of the Underlying Fund.
25. The Underlying Funds will either be managed by the Filer, or an affiliate thereof, or by third-parties.
26. The offering memorandum of each Top Fund that will be provided to prospective investors, if any, will disclose, or such investors will be otherwise notified that: (i) the Annual Financial Statement for such Top Fund will be delivered to each investor within 120 days of such Top Fund's financial year end; and (ii) the Interim Financial Statement for such Top Fund will be delivered to each investor within 90 days following the end of each interim period of such Top Fund.
Financial Statements
27. Section 2.2 and paragraph 5.1(2)(a) of Regulation 81-106 require the Top Funds to file and deliver their Annual Financial Statements by the Annual Filing Deadline. As each Top Fund's financial year-end is December 31, it would have a filing and delivery deadline of March 31.
28. Section 2.4 and paragraph 5.1(2)(b) of Regulation 81-106 require the Top Funds to file and deliver their Interim Financial Statements to the securityholders by the Interim Filing Deadline. As the interim period for the Top Funds is or will be June 30, the filing and delivery deadline for the Interim Financial Statements would be August 29.
29. Section 2.11 of Regulation 81-106 provides an exemption (the Filing Exemption) from the obligation to file the Annual Financial Statements within the Annual Filing Deadline and the Interim Financial Statements within the Interim Filing Deadline if, among other things, a mutual fund that is not a reporting issuer delivers its Annual Financial Statements and Interim Financial Statements in accordance with part 5 of Regulation 81-106.
30. In order to formulate an opinion on the Annual Financial Statements on each Top Fund, the Top Fund's auditors require audited financial statements of the respective Underlying Funds in order to audit the information contained in the Top Fund's Annual Financial Statements. The auditors of the Top Funds have advised the Filer, or an affiliate of the Filer, that they will be unable to complete the audit of each Top Fund's Annual Financial Statements until the audited financial statements of the Underlying Funds are completed and available to the respective Top Fund.
31. In most cases, the Top Funds will not be able to obtain the finalized financial statements of the Underlying Funds prior to the Annual Filing Deadline and the Interim Filing Deadline for filing the Financial Statements and, in all cases, no sooner than the deadline for filing such statements and reports of the Underlying Funds and, in all cases, no sooner than other investors of the Underlying Funds receive the financial statements and reports of the Underlying Funds.
32. The Filer will notify securityholders in the Top Funds that it has received and intends to rely on the Exemption Sought.
33. The Top Funds do not anticipate they will be able to meet the conditions in subsection 2.11(b) of the Filing Exemption given that they do not expect to be able to deliver their Annual Financial Statements by the Annual Filing Deadline and their Interim Financial Statements by the Interim Filing Deadline. The Top Funds expect this timing delay in the completion of their Financial Statements to occur every year for the foreseeable future.
34. Each Top Fund therefore seeks an extension of:
(a) The Annual Filing Deadline and the Annual Delivery Requirement to permit delivery within 120 days of such Top Fund's most recently completed financial year-end, to enable the Top Fund's auditors to first receive the audited Annual Financial Statements and auditors' reports of the relevant Underlying Funds so as to be able to prepare such Top Fund's Annual Financial Statements;
(b) The Interim Filing Deadline and the Interim Delivery Requirement to permit delivery within 90 days of such Top Fund's most recently completed interim period, to enable the Top Fund to first receive the interim financial reports of the relevant Underlying Funds so as to be able to determine the net asset value of the relevant Underlying Funds and prepare such Top Fund's Interim Financial Statements.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted to each of the Top Funds so long as:
1. The Top Fund has a financial year ended December 31.
2. The investment objective of the Top Fund involves investing in Underlying Funds.
3. The Top Fund invests the majority of its assets in Underlying Funds.
4. No less than 25% of the total assets of the Top Fund as at its financial year end of December 31 are invested in Underlying Funds that have financial reporting periods that end on December 31 of each year and whose governing law or constating documents require their annual financial statements to be delivered between 90 and 120 days of their financial year-end and interim financial statements to be delivered within 90 days of their most recent interim period.
5. The Top Fund notifies its securityholders that the Top Fund has received and intends to rely on relief from the filing and delivery requirements under section 2.2, section 2.4, paragraph 5.1(2)(a) and paragraph 5.1(2)(b) of Regulation 81-106.
6. The Top Fund is not a reporting issuer in any of the Canadian Territories and the Filer has the necessary registrations to carry out its operations in each Canadian Territories in which it operates.
7. The conditions in section 2.11 of Regulation 81-106 will be met, except for subsection 2.11(b), and:
(a) the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of Regulation 81-106 on or before the 120th day after the Top Fund's most recently completed financial year; and
(b) the Interim Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of Regulation 81-106 on or before the 90th day after the Top Fund's most recently completed interim period.
8. The Exemption Sought terminates within one year of the coming into force of any amendment to Regulation 81-106 or other rule that modifies how the Annual Filing Deadline, Annual Delivery Requirement, Interim Filing Deadline or Interim Delivery Requirement applies in connection with mutual funds that are not reporting issuers.
First Nations Finance Authority
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act, R.S.B.C. 1996, c. 418, section 76 -- Exemption from the prospectus requirement (for distributions without a prospectus) -- Distributions of debt securities that are analogous to debt securities of or guaranteed by any municipal corporation in Canada, or debt securities secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction or on certain other revenues.
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act (Ontario) s. 53 -- Exemption from the prospectus requirement (for distributions without a prospectus) -- Distributions of debt securities that are analogous to debt securities of or guaranteed by any municipal corporation in Canada, or debt securities secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction or on certain other revenues.
Securities Act, R.S.B.C. 1996, c. 418, s. 76.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74.
Citation: 2026 BCSECCOM 44
February 10, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the prospectus requirement of the Legislation does not apply to the distribution of debt securities of the Filer (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, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut, 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.
¶ 3 This decision is based on the following facts represented by the Filer:
1. on April 1, 2006, the First Nations Fiscal Management Act (Canada) (the Federal Act) came into force;
2. the Filer was established pursuant to the Federal Act as a non-profit corporation without share capital;
3. the Filer's head office is located in the Province of British Columbia;
4. the Filer is not and has no current intention of becoming a reporting issuer in any jurisdiction of Canada;
5. no securities of the Filer, including debt securities, are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
6. the Filer is not in default of securities legislation in any jurisdiction of Canada;
7. the Federal Act, together with the regulations thereunder (the Federal Regulations), creates a comprehensive fiscal management system to facilitate orderly capital market borrowings by First Nations and other Indigenous groups and entities (collectively, the Borrowers), whose eligibility is determined by the Federal Act and the Federal Regulations; the Filer, as the central borrowing agency for the Borrowers, distributes debt securities in the capital markets, and the Federal Act establishes safeguards for the repayment obligations of the Filer to holders of the debt securities;
8. a stated rationale of the Federal Act is to provide First Nations and other Indigenous groups with access to capital markets in parity with other governments in Canada, and to recognize the Aboriginal right to self-government;
9. the Filer has obtained a credit rating from a designated rating organization (as defined in National Instrument 45-106 Prospectus Exemptions (NI 45-106));
10. the Filer has been distributing debt securities in reliance on a decision dated April 28, 2017, from the securities regulatory authority or regulator in British Columbia and Ontario made under MI 11-102 and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, that the prospectus requirement of the Legislation does not apply to distributions or trades of Debt Securities of the Filer (the Previous Decision);
11. similar decisions that provided exemptive relief from the prospectus requirement for distributions of debt securities of the Filer were made by the securities regulatory authority or regulator in British Columbia and Ontario in 2011 and 2008;
12. the continued effectiveness of the Previous Decision is conditional upon the Federal Act not being amended in a manner such that certain representations in the Previous Decision are no longer true;
13. pending amendments to the Federal Act will result in such representations in the Previous Decision no longer being true; and
14. accordingly, the Filer will not be able to continue to distribute debt securities unless the Exemption Sought is granted.
¶ 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 this decision will terminate if the prospectus exemption in subsection 2.34(2) of NI 45-106 (the specified debt exemption) is amended such that the specified debt exemption would apply to the distribution of a debt security of the Filer.
OSC File #: 2026-20
1. Emilio Nafarrate (Nafarrate) has applied for reactivation of registration as a dealing representative in the category of exempt market dealer under the Securities Act, R.S.O. 1990, c. S.5 (the Act) with Parvis Investment Services Inc. (Parvis).
2. Mr. Nafarrate was previously registered under the Act with another firm from 2017 to 2023. He was terminated from that firm for creating and sending an inaccurate proof of funds letter to an individual, without having conducted proper verification or due diligence.
3. Mr. Nafarrate subsequently applied to reactivate his registration, under the sponsorship of another firm, on March 26, 2025. Following a review of that application, the Registration, Inspections and Examinations Division of the Ontario Securities Commission (RIE Division) recommended to the Director that his registration be granted subject to the following terms and conditions (Terms and Conditions) identical to those set out in Schedule "A" to this Decision.
4. The RIE Division's October 10, 2025, letter cited the following grounds, among others, in support of its recommendation:
a. Mr. Nafarrate expressed remorse for his involvement in the proof of funds letter and an understanding of the importance of following procedure and conducting due diligence when in a registered position.
b. Mr. Nafarrate demonstrated that he had made sincere attempts to rehabilitate his integrity.
c. Mr. Nafarrate had ceased doing business with the two individuals who were also involved in the creation of the proof of funds letter.
d. Mr. Nafarrate had taken steps to enhance his proficiency by completing several continuing education courses, some of which related to ethics and risk-management.
5. Mr. Nafarrate's application for reactivation of registration was then withdrawn on November 11, 2025.
6. Mr. Nafarrate again applied for reactivation of registration, this time with Parvis, on November 24, 2025. Following a review of this application, the RIE Division sent a letter to Mr. Nafarrate on February 9, 2026, informing him that the RIE Division had again recommended to the Director that his registration be granted, subject to the same strict supervision terms and conditions, and for the same reasons as set out above.
7. The RIE Division's February 9, 2026, letter informed Mr. Nafarrate of his right to be heard before a decision was made regarding the RIE Division's recommendation, in accordance with s. 31 of the Act. Mr. Nafarrate did not request to be heard, and both he and Parvis accepted the Terms and Conditions. Accordingly, Mr. Nafarrate's registration in Ontario was reactivated effective February 11, 2026, subject to the Terms and Conditions set out at Schedule "A" to this Decision.
February 19, 2026
The registration of Emilio Nafarrate (the Registrant) as a dealing representative in the category of exempt market dealer is subject to the terms and conditions set out below. These terms and conditions were imposed by the Director pursuant to subsection 27(3) of the Securities Act (Ontario).
1. The Registrant is subject to strict supervision.
2. Monthly Strict Supervision Reports (in the form specified in Schedule A to CSA Staff Notice 31-349 Change to Standard Form Reports for Close Supervision and Strict Supervision Terms and Conditions) are to be completed on the Registrant's sales activities and dealings with clients. The supervision reports are to be retained by the sponsoring firm and must be made available for review upon request or as required by the Strict Supervision Report.
These terms and conditions of registration constitute Ontario securities law, and a failure by the Registrant to comply with these terms and conditions may result in further regulatory action against the Registrant, including a suspension of his registration.
Taiwan Futures Exchange Corporation
NI 94-102 -- protection of customer cleared derivatives collateral and positions -- applicant seeking relief to substitute compliance of certain NI 94-102 requirements with comparable Taiwanese laws -- relief granted, subject to conditions.
National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions, s. 49.
February 18, 2026
The Ontario Securities Commission (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of Ontario (the Legislation) pursuant to section 49 of National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (NI 94-102) for relief from certain requirements applicable to regulated clearing agencies in NI 94-102. More specifically, the Filer seeks substituted compliance relief that would permit it to comply with applicable Taiwanese law and regulations in lieu of complying with the Regulated Clearing Agency Provisions (defined below) of NI 94-102 (the Exemptive Relief Sought). The Exemptive Relief Sought would place the Filer in a similar position to clearing agencies domiciled in the U.S. and in Europe that are currently permitted to rely on substituted compliance under Part 9 of NI 94-102.
Terms defined in National Instrument 14-101 Definitions and NI 94-102 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 private company incorporated in Taiwan on September 9, 1997 pursuant to the Company Act (Taiwan). The Filer's registered office and head office is at 14th floor, 100 Roosevelt Road, Sec. 2, Taipei, Taiwan.
2. The Filer is exempt from the requirement to be recognized as a clearing agency in Ontario pursuant to an order dated February 18, 2026 (the OSC Clearing Order).
3. The OSC Clearing Order provides that the Filer's activities in Ontario will be limited to the Permitted Clearing Services, which includes OTC Permitted Clearing Services (as each such term is defined in the OSC Clearing Order). NI 94-102 applies to the OTC Permitted Clearing Services.
4. The Filer is not in any material respect in default of the Legislation and is in compliance in all material respects with applicable Taiwanese laws.
5. The Filer is licensed pursuant to the Futures Trading Act (Taiwan) (the Futures Act) by the Taiwan Financial Supervisory Commission (the FSC) as a central clearing counterparty to provide clearing services for exchange-traded derivatives and over-the-counter derivatives. The Filer is regulated and supervised by the FSC.
6. The Filer is obligated to provide its clearing services in accordance with the Futures Act, the Standards Governing the Establishment of Futures Clearing Houses (the Standards) and Regulations Governing Futures Clearing Houses (the Regulations) issued thereunder, and the Operating Rules of the Taiwan Futures Exchange Corporation (the ETD Operating Rules), Taiwan Futures Exchange Corporation OTC Derivative Clearing Operating Rules (the OTC Operating Rules), the Taiwan Futures Exchange OTC Derivative Clearing Enforcement Rules (the OTC Enforcement Rules) and the Directions for Utilization and Handling of Funds of Taiwan Futures Exchange (the TAIFEX Funds Directions and, together with the ETD Operating Rules, OTC Operating Rules, and the OTC Enforcement Rules, the TAIFEX Rules). The TAIFEX Rules are subject to approval by the FSC and, along with the Futures Act, the Standards and Regulations set out the rights and obligations in relation to its clearing services, including the risk-management framework, to ensure the stable performance of the Filer's clearing operations.
7. The Filer observes the international standards applicable to financial market infrastructures described in the April 2012 report named Principles for financial market infrastructures (PFMIs) as discussed in its PFMI Disclosure Report and related PFMI Self-Assessment Report each dated as of October 1, 2024, copies of which have been provided to the Commission.
8. The Filer is a regulated clearing agency under NI 94-102.
9. The Filer offers OTC Permitted Clearing Services in accordance with the OSC Clearing Order.
10. The Filer seeks the Exemptive Relief Sought from the following sections of NI 94-102 (the Regulated Clearing Agency Provisions) so that it may, on a substituted compliance basis, comply with the comparable rules applicable to the Filer under Taiwanese law, as set out on Schedule A, in lieu of complying with the Regulated Clearing Agency Provisions:
• Section 28 [Collection of initial margin]
• Section 29 [Segregation of customer collateral -- regulated clearing agency]
• Section 30 [Holding of customer collateral -- regulated clearing agency]
• Section 31 [Excess margin -- regulated clearing agency]
• Section 32 [Use of customer collateral -- regulated clearing agency]
• Section 33 [Investment of customer collateral -- regulated clearing agency]
• Section 34 [Use of customer collateral -- clearing intermediary default]
• Section 35 [Risk management -- NI 24-102 applies]
• Section 37 [Daily records -- regulated clearing agency]
• Section 38 [Identifying records -- regulated clearing agency]
• Section 39 [Records of investment of customer collateral -- regulated clearing agency]
• Section 40 [Records of currency conversion -- regulated clearing agency]
• Section 41 [Disclosure to direct intermediaries by regulated clearing agency]
• Section 42 [Customer information -- regulated clearing agency]
• Section 45 [Disclosure of investment of customer collateral]
• Section 46 [Transfer of customer collateral and positions]
11. In order for the Filer to be able to provide OTC Permitted Clearing Services to local customers in Ontario without being required to comply with the Regulated Clearing Agency Provisions, provided that such clearing services are provided in accordance with Taiwanese laws and regulations, the Filer requests that the Exemptive Relief Sought be granted.
The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the Exemptive Relief Sought is granted, provided that the Filer complies with all of the following: (i) the terms and conditions of the OSC Clearing Order and (ii) the laws and regulations of Taiwan applicable to the Filer set out on Schedule A.
Foreign Jurisdiction |
Laws, Regulations and Instruments |
Provisions of NI 94-102 applicable to a regulated clearing agency despite compliance with the foreign jurisdiction's laws, regulations or instruments |
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Taiwan |
Futures Act |
Section 36, Section 43, Section 44 |
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Standards |
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Regulations |
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TAIFEX Funds Directions |
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OTC Operating Rules |
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OTC Enforcement Rules |
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UBS Asset Management (Canada) Inc. and The Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief to extend the timeline for pooled funds to file and deliver financial statements from 90 to 180 days for annual financial statements -- funds invest substantially all of their assets in pooled funds domiciled outside of Canada that do not have comparable reporting deadlines -- additional time needed to incorporate financial statements of underlying funds into top funds' financial statements.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.1(2)(a), and 17.1.
February 23, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of UBS (Canada) Global Merger Arbitrage Fund (GMA) and UBS (Canada) Global Multi-Strategy Fund (GMS and, together with GMA, the Top Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Top Funds 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 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 audited annual financial statements and auditor's report by the Annual Filing Deadline (the Annual 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 for this application, and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada.
Terms defined in National Instrument 14-101 -- Definitions, MI 11-102, National Instrument 81-102 -- Investment Funds and NI 81-106 have the same meaning if used in this decision unless otherwise defined.
The decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a company formed and existing under the laws of the Province of Nova Scotia. The Filer's head office is located in Toronto, Ontario.
2. The Filer is registered as (i) an investment fund manager (IFM) in each of Ontario, Québec and Newfoundland and Labrador, (ii) a portfolio manager in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan, (iii) an exempt market dealer in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, Saskatchewan and Yukon, (iv) an adviser in Manitoba, and (v) a commodity trading manager in Ontario.
3. The Filer is the IFM of each Top Fund.
4. A third party acts as trustee of each Top Fund.
5. The Filer is not in default of securities legislation in any Jurisdiction.
The Top Funds
6. Each Top Fund was formed by the Filer as a trust under the laws of the Province of Ontario.
7. Once the Exemption Sought is granted then neither Top Fund will be in default of securities legislation in any Jurisdiction.
8. Each of the Top Funds is an investment fund for purposes of the securities legislation of the Jurisdiction.
9. Neither of the Top Funds is a reporting issuer in any province or territory of Canada.
10. Securities of the Top Funds will only be offered for sale to qualified investors in all provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements under National Instrument 45-106 -- Prospectus Exemptions.
11. Each Top Fund has a financial year-end of December 31.
12. The investment objective of GMA is to realize consistently high risk-adjusted appreciation in the value of its assets.
13. GMA seeks to achieve its investment objective by investing all or substantially all of its assets in securities of Nineteen77 Global Merger Arbitrage Limited (the GMA Underlying Fund), and/or by directly implementing a merger arbitrage strategy in GMA's portfolio.
14. The GMA Underlying Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.
15. The GMA Underlying Fund invests no less than 90% of its net asset value through a master-feeder structure in Nineteen77 Global Merger Arbitrage Master Limited (the GMA Master Fund). The GMA Master Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.
16. The investment objective of the GMA Underlying Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMA Underlying Fund seeks to achieve its investment objective, directly or indirectly, primarily through investments in the securities of entities involved in announced mergers, acquisitions or contests for control, however the GMA Underlying Fund also may make investments in entities involved in other types of restructuring or corporate events.
17. The investment objective of the GMA Master Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMA Master Fund seeks to achieve its investment objective primarily through investments in the securities of entities involved in announced mergers, acquisitions or contests for control, however the GMA Master Fund also may make investments in entities involved in other types of restructuring or corporate events.
18. As at January 1, 2026, 100% of GMA's investible assets were invested in the GMA Underlying Fund.
19. The investment objective of GMS is to realize risk-adjusted appreciation in the value of its assets in each year with low correlation to traditional equity and fixed-income markets.
20. GMS seeks to achieve its investment objective by investing all or substantially all of its assets in securities of Nineteen77 Global Multi-Strategy Alpha Limited (the GMS Underlying Fund and, together with the GMA Underlying Fund, the Underlying Funds).
21. The GMS Underlying Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.
22. The GMS Underlying Fund invests all or substantially all of its assets through a master-feeder structure in Nineteen77 Global Multi-Strategy Alpha Master Limited (the GMS Master Fund and, together with the GMA Master Fund, the Master Funds). The GMS Master Fund is domiciled in the Cayman Islands and is managed by a third party that is not an affiliate of the Filer.
23. The investment objective of the GMS Underlying Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMS Underlying Fund seeks to achieve its investment objective by indirectly pursuing an equity long/short market neutral strategy that seeks to capture relative value discrepancies on a global basis primarily by investing in stocks.
24. The investment objective of the GMS Master Fund is to realize consistently high risk-adjusted appreciation in the value of its assets. The GMS Master Fund seeks to achieve its investment objective by pursuing an equity long/short market neutral strategy that seeks to capture relative value discrepancies on a global basis primarily by investing in stocks.
25. As at January 1, 2026, 100% of GMS's investible assets were invested in the GMS Underlying Fund.
26. The Filer believes that each Top Fund's investments in the applicable Underlying Fund offers benefits not available through a direct investment in the companies, other issuers or assets held, directly or indirectly, by the applicable Underlying Fund.
27. Securities of each Top Fund will be redeemable at various intervals, as will securities of the applicable Underlying Fund. As each Top Fund has a medium to long-term investment horizon, such Top Fund will be able to manage its own liquidity requirements by taking into consideration the frequency at which securities of the applicable Underlying Fund may be redeemed.
28. The net asset value of each Top Fund is calculated on a monthly basis. Securityholders of each Top Fund will be provided with the net asset value of each Top Fund on a monthly basis.
29. Certain holdings of each Top Fund invested in securities of the applicable Underlying Fund may be disclosed in such Top Fund's annual financial statements.
Financial Statement Filing and Delivery Requirements
30. Generally, section 2.2 and paragraph 5.1(2)(a) of NI 81-106 requires a Top Fund to file and deliver its audited annual financial statements and auditor's report by the Annual Filing Deadline. As each Top Fund's financial year-end is December 31, the Top Funds have a filing and delivery deadline of March 31.
31. Section 2.11 of NI 81-106 provides an exemption from the filing requirements of the audited annual financial statements and auditor's report under section 2.2 if, among other things, a Top Fund delivers such statements and reports in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline.
32. Each Top Fund needs to receive financial statements from the applicable Underlying Fund in order to finalize its financial statements and the applicable Underlying Fund needs to receive financial statements from the applicable Master Fund in order to finalize its financial statements.
33. Each Underlying Fund and each Master Fund are required pursuant to applicable law in their jurisdiction of formation to publish audited annual financial statements within six months of their December 31 year-end.
34. Neither Top Fund will be able to obtain the audited annual financial statements and auditor's reports of the applicable Underlying Fund sooner than the deadline for filing such statements and reports of the applicable Underlying Fund and, in all cases, no sooner than other securityholders of the applicable Underlying Fund receive the financial statements and reports of the applicable Underlying Fund.
35. As a result, the Top Funds will not be able to meet each Annual Filing Deadline and Annual Delivery Requirement. The Filer expects this timing delay in the completion of its audited annual financial statements of each Top Fund to occur every year for the foreseeable future.
36. Each Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to permit delivery within 180 days of such Top Fund's year-end, to enable (i) the applicable Underlying Fund to first receive the audited annual financial statements and auditor's reports of the applicable Master Fund so as to be able to prepare the applicable Underlying Fund's audited annual financial statements and auditor's report and (ii) such Top Fund to first receive the audited annual financial statements and auditor's reports of the applicable Underlying Fund so as to be able to prepare such Top Fund's audited annual financial statements and auditor's report.
37. Based on historical financial statement delivery dates of the Master Funds and the Underlying Funds, the Filer does not believe the Top Funds will be able to comply with a shorter extension period than what is being requested.
38. If the Exemption Sought is granted, an updated offering memorandum for each Top Fund will be provided to investors of such Top Fund, or such investors will be otherwise notified that audited annual financial statements and auditor's reports for such Top Fund will be delivered to each investor within 180 days of such Top Fund's financial year end.
39. The Filer will notify securityholders of the Top Funds that they have received and intend to rely on relief from the Annual Filing Deadline and Annual Delivery Requirements.
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 for each Top Fund provided that:
(a) Such Top Fund has a financial year end of December 31.
(b) Such Top Fund's investment strategy is to primarily invest its investable assets in the applicable Underlying Fund, which is consistent with such Top Fund's investment objective.
(c) Such Top Fund invests no less than 25% of its assets in the applicable Underlying Fund, which applicable Underlying Fund has a financial year end corresponding to such Top Fund and is subject to laws of its jurisdiction that requires its annual financial statements to be delivered within 180 days of its financial year ends.
(d) an updated offering memorandum for such Top Fund will be provided to investors of such Top Fund, or such investors will be otherwise notified that audited annual financial statements and auditor's reports for such Top Fund will be delivered to each investor within 180 days of such Top Fund's financial year end.
(e) Such 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 and paragraph 5.1(2)(a) of NI 81-106 including any material terms and conditions of the Exemption Sought.
(f) Such Top Fund is not a reporting issuer and the Filer has the necessary registrations to carry out its operations in each Jurisdiction 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 the audited annual financial statements and auditor's report will be delivered to securityholders of such Top Fund in accordance with Part 5 of NI 81-106 on or before the 180th day after such Top Fund's most recently completed financial year.
(h) This order 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 or Annual Delivery Requirement applies in connection with investment funds that are not reporting issuers.
Application File #: 2025/0293
SEDAR+ File #: 6280014
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Company Name |
Date of Order |
Date of Revocation |
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
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Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
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Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
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Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
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iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
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Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
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mCloud Technologies Corp. |
April 5, 2023 |
__________ |
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FenixOro Gold Corp. |
July 5, 2023 |
__________ |
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HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
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Perk Labs Inc. |
April 4, 2024 |
__________ |
|
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FuelPositive Corporation |
January 29, 2026 |
__________ |
|
||
Realbotix Corp. |
January 30, 2026 |
__________ |
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06398872
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Principal Regulator:
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Filing #: 06381690
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Principal Regulator:
Type and Date:
Filing #: 06298253
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06395692
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06399024
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06399233
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06395963
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Type |
Company |
Category of Registration |
Effective Date |
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New Registration |
Gullfoss Capital Partners Inc. |
Portfolio Manager, Exempt Market Dealer and Investment Fund Manager |
February 19, 2026 |
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Consent to Suspension (Pending Surrender) |
Fairmont Asset Management Inc. |
Exempt Market Dealer |
February 23, 2026 |
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Consent to Suspension (Pending Surrender) |
GILLFORD CAPITAL INC. |
Exempt Market Dealer |
February 23, 2026 |
CanDeal Markets Inc. -- Proposed Changes to Add Foreign Exchange-Traded Securities -- Notice of Approval
On February 12, 2026 the Ontario Securities Commission (OSC) approved amendments proposed by CanDeal Markets Inc. (CanDeal) to its Form 21-101F2 (Proposed Amendments) to add U.S. and European exchange-traded funds and American Depositary Receipts (Foreign Exchange-Traded Securities) to the list of securities available on the platform operated by Tradeweb LLC (Tradeweb). An order dated September 3, 2010 (CanDeal-Tradeweb Order) grants Tradeweb, using CanDeal as its client-facing registered entity in Canada, relief from the requirement to be registered as an investment dealer and carry on business in Canada as an alternative trading system (ATS).
In accordance with the OSC's Process for the Review and Approval of the Information Contained in Form 21-101F2 and Exhibits Thereto, a notice outlining and requesting feedback on the proposed amendments was published on the OSC website and in the OSC Bulletin on November 20, 2025 at (2025), 48 OSCB 9707. One comment letter was received from Scotiabank. A summary of the comments prepared by CanDeal and CanDeal's responses is attached at Appendix A.
CanDeal intends to implement the Proposed Amendments after the CanDeal-Tradeweb Order has been revised to reflect the addition of the Foreign Exchange-Traded Securities.
Below is the summary of comments and response prepared by CanDeal.
Comment received |
Response |
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The CanDeal proposal seeks to enable a Canadian ATS to function as a conduit for executing foreign-listed securities by leveraging its registration as an investment dealer and CIRO membership solely to act as the client-facing entity. |
It is not accurate to say that CanDeal is using its CIRO marketplace status to avoid requirements applicable to other investment dealers who do not have ATS status. |
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This Proposal would create a situation where a Canadian entity performs its activities of an investment dealer without being held to the same requirements as other investment dealers who do not benefit from operating an ATS. This creates a dangerous precedent that undermines the foundational construct of Canadian markets: dealers interface with investors while ATSs and exchanges offer multilateral trading facilities among dealers. |
CanDeal is a marketplace and, although registered as an investment dealer in accordance with the regulatory requirements applicable to ATSs, will not be conducting investment dealer related activities. CanDeal is never a counterparty to a trade. CanDeal's CIRO-regulated dealer participants are subject to the same requirements as other investment dealers. |
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In response to the comment that ATSs and exchanges offer multilateral trading facilities among dealers, we note that in Canada there are ATSs such as CanDeal and Liquidnet Canada Inc. that also allow dealers to interact with investors on their platform. |
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Despite its dealer registration and CIRO membership, it is not bound by the full IDPC and UMIR obligations applicable to investment dealers, particularly to those relating to best execution and gatekeeping responsibilities. |
Please see the response above. |
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CanDeal will continue as a regulated Canadian marketplace and CIRO marketplace member subject to CIRO regulation and oversight. |
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CanDeal's CIRO-regulated dealer marketplace members will continue to be subject to CIRO requirements including best execution responsibilities and gate-keeping responsibilities. |
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CanDeal does not owe its clients best execution and will not be able to provide gatekeeping services beyond the bare minimum required through marketplace operations. This would remove critical protections offered to Canadian investors when they access foreign securities, including degrading the ability of Canadian regulators to perform surveillance and enforcement action. |
See previous responses. |
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We note that CanDeal's subscribers are institutional clients. They will trade the foreign exchange-traded securities with U.S. broker-dealers who will be trading in Canada as permitted by existing Canadian registration exemptions. |
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As indicated in the Notice, the U.S. broker-dealers are required to comply with the regulatory requirements for exchange-traded securities in the U.S. such as the SEC Regulation NMS Rules 600 through 614 and FINRA Rule 5310 Best Execution and Interpositioning. As a result, the institutional clients will be protected. |
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U.S. regulators will retain supervisory oversight of the markets where foreign securities trade. |
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The Canadian regime is consistent with global standards. Comparable jurisdictions, including the U.S. require those seeking to engage in securities transactions with investors to seek local registration as a dealer, with no carve-out for ATS operators. This principle should not be relaxed for the commercial interest of a particular ATS or for the commercial interest of a foreign entity (such as Tradeweb LLC). |
CanDeal's proposal does not seek to undermine the existing regulatory regime, including registration requirements. |
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Canadian institutional investors will continue to trade foreign exchange-traded securities as they currently do with foreign broker-dealer relying on existing registration exemptions. Tradeweb LLC (Tradeweb) will continue to operate in Canada under a model enshrined in an exemption order that has been in effect for many years. |
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CanDeal and Tradeweb are offering an additional choice of communication protocols and sources of liquidity for Canadian institutional clients seeking to execute large-sized orders. This will have an overall positive impact on the market. |
Taiwan Futures Exchange Corporation -- Notice of Commission Order
On February 18, 2026, the Commission issued an order under section 147 of the Securities Act (Ontario) (OSA) exempting Taiwan Futures Exchange Corporation (TAIFEX) from the requirement in subsection 21.2(0.1) of the OSA to be recognized as a clearing agency (Order), subject to terms and conditions as set out in the Order.
The Commission published TAIFEX's application and draft order for public comment on October 16, 2025 on the OSC website and in the OSC Bulletin, Volume 48, Issue 41 (2025), 48 OSCB 8716. No comments were received.
In issuing the Order, no changes were made to the draft order published for comment.
A copy of the Order is published in Chapter B.2 of this Bulletin.