Ontario Securities Commission Bulletin

Issue 49/11 - March 19, 2026

Ont. Sec. Bull. Issue 49/11

Table of Contents

A. Capital Markets Tribunal

Other Notices

• Ontario Securities Commission and Srinivasan Chandran

• Ontario Securities Commission et al.

Orders

• Ontario Securities Commission and Srinivasan Chandran -- ss. 127(1), 127(4.0.1)

• Ontario Securities Commission et al.

B. Ontario Securities Commission

Notices

• CSA Notice of Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers -- OSC Rule 51-507 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers

• Notice of Ministerial Approval of OSC Rule 93-501 Exemption Involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct

Orders

• Canadian Investment Regulatory Organization -- s. 21.1(4)

Reasons and Decisions

• Tobias Lütke

• NervGen Pharma Corp.

• Middlefield Limited and Middlefield Income Plus Class ETF Series

• Trenchant Technologies Capital Corp.

Cease Trading Orders

• Temporary, Permanent & Rescinding Issuer Cease Trading Orders

• Temporary, Permanent & Rescinding Management Cease Trading Orders

• Outstanding Management & Insider Cease Trading Orders

Rules and Policies

• OSC Rule 93-501 Exemption Involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct

IPOs, New Issues and Secondary Financings

Registrations

• Registrants

CIRO, Marketplaces, Clearing Agencies and Trade Repositories

CIRO

• Canadian Investment Regulatory Organization (CIRO) -- Approval of the CIRO Application regarding use of the CIRO Restricted Fund for the Disgorgement Distribution Program -- Notice of Commission Order

• Canadian Investment Regulatory Organization (CIRO) -- Amendments to the Mutual Fund Dealer Rules Respecting Disgorgement -- Notice of Commission Approval

Clearing Agencies

• Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the CDCC Rules and Risk Manual to Introduce FTSE Canada Bank Credit Index Futures -- Notice of Technical/Housekeeping Rule Submission

Other Information

Consents

• Verdera Energy Corp. (formerly, POCML 7 Inc.) -- s. 21(b) of Ont. Reg. 398/21 of the OBCA

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A. Capital Markets Tribunal

Other Notices

Ontario Securities Commission and Srinivasan Chandran

FOR IMMEDIATE RELEASE

March 11, 2026

ONTARIO SECURITIES COMMISSION AND SRINIVASAN CHANDRAN, File No. 2026-11

TORONTO -- The Tribunal issued an Order in the above-named matter.

A copy of the Application for Enforcement Proceeding dated March 9, 2026 and the Order dated March 11, 2026 are available at capitalmarketstribunal.ca.

Subscribe to notices and other alerts from the Capital Markets Tribunal:

For Media Inquiries:

For General Inquiries:

Ontario Securities Commission et al.

FOR IMMEDIATE RELEASE

March 16, 2026

ONTARIO SECURITIES COMMISSION AND EMERGE CANADA INC., LISA LANGLEY, DESMOND ALVARES, MARIE ROUNDING, MONIQUE HUTCHINS AND BRUCE FRIESEN, File No. 2025-7

TORONTO -- The Tribunal issued an Order in the above-named matter.

A copy of the Order dated March 13, 2026 is available at capitalmarketstribunal.ca.

Subscribe to notices and other alerts from the Capital Markets Tribunal:

For Media Inquiries:

For General Inquiries:

Orders

Ontario Securities Commission and Srinivasan Chandran -- ss. 127(1), 127(4.0.1)

BETWEEN:

ONTARIO SECURITIES COMMISSION (Applicant) AND SRINIVASAN CHANDRAN (Respondent)

File No. 2026-11

March 11, 2026

ORDER

(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)

WHEREAS the Capital Markets Tribunal held a hearing in writing to consider an application brought by the Ontario Securities Commission for an order imposing sanctions against the respondent, Srinivasan Chandran, without giving the respondent an opportunity to be heard, pursuant to subsections 127(1) and 127(4.0.1) of the Securities Act (the Act);

ON READING the materials filed by the Commission, the Amended Admission of Facts dated January 14, 2021, and the trial transcript excerpt of the Court of Queen's Bench of Alberta dated November 18, 2021;

IT IS ORDERED THAT:

1. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Chandran shall cease permanently;

2. pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by Chandran is prohibited permanently;

3. pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Chandran permanently;

4. pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Chandran shall resign any positions that he holds as a director or officer of any issuer or registrant;

5. pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Chandran is prohibited permanently from becoming or acting as a director or officer of any issuer or registrant; and

6. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Chandran is prohibited permanently from becoming or acting as a registrant or promoter.

BETWEEN:

ONTARIO SECURITIES COMMISSION (Applicant) AND SRINIVASAN CHANDRAN (Respondent)

APPLICATION FOR ENFORCEMENT PROCEEDING

(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)

I. OVERVIEW

1. The Applicant, the Ontario Securities Commission (the Commission), requests that the Capital Markets Tribunal (the Tribunal) make orders in the public interest against the Respondent, Srinivasan Chandran (Chandran), based on a criminal conviction by the Court of Queen's Bench of Alberta (the ABQB).{1} This order is sought without providing the Respondent an opportunity to be heard pursuant to paragraph 3 of s. 127(4.0.1) of the Ontario Securities Act, RSO 1990, c S.5 (the Act).

2. In 2021, Chandran pleaded guilty to and was criminally convicted of one count of theft over $5,000, contrary to s. 334(a) of the Criminal Code, RSC, 1985, c C-46 (the Criminal Code). Chandran's conviction was based on admissions that between September 28, 2005 and October 21, 2013, Chandran solicited investors for a real estate investment fund, which acquired and managed a commercial building in Calgary, and, upon sale of the property, failed to distribute proceeds to investors based on their equity interest in the fund.

3. For his conviction, Chandran was sentenced to a custodial term of 30 months and was made subject to restitution orders.

4. The Tribunal has jurisdiction to make orders in the public interest on an ex parte basis under ss. 127(1) and 127(4.0.1) of the Act where, as here, a person or company has been convicted of an offence arising from a transaction, business, or course of conduct related to securities or derivatives.

5. The order sought is in the public interest. It is necessary to restrain potential future misconduct by the Respondent that exposes Ontario investors to unacceptable risks and to deter others from engaging in misconduct that constitutes fraud under the Act.

II. GROUNDS

A. Criminal Proceeding and Sentence

6. On November 10, 2016, Chandran was charged with two counts under the Criminal Code:

(a) One count of theft exceeding $5,000, for stealing property of persons and/or corporations which held investments with the Qualia Real Estate Investment Fund V Limited Partnership (Qualia) as a limited partner and/or shareholder, contrary to section 334(a) of the Criminal Code; and

(b) One count of fraud exceeding $5,000, for unlawfully defrauding by deceit, falsehood or other fraudulent means persons and/or corporations which held investments with Qualia as a limited partner and/or shareholder, contrary to section 380(1)(a) of the Criminal Code.

7. On January 8, 2021, Chandran pleaded guilty before the Honourable Justice C. S. Anderson of the ABQB, to the first count of theft exceeding $5,000. The second count of fraud was stayed.

8. Chandran was convicted of the offence based on admissions contained in an Amended Admission of Facts (the Admissions) which was read into the court record.

9. On November 18, 2021, Chandran was sentenced to a custodial term of 30 months and was made subject to restitution orders.

B. Admitted Misconduct

10. The Commission relies on the following Admissions:

(a) On September 28, 2005, Qualia was registered by the Alberta Registrar of Corporations under the laws of the Province of Alberta. Multus Investment Corporation (Multus) was the General Partner.

(b) Chandran and Eddie Luk were the directors of Multus. Platinum Equities Inc. (Platinum) was the only voting shareholder.

(c) Chandran was the only director of Platinum, and he and his then wife were the only voting shareholders of Platinum.

(d) At all material times, Chandran was the senior officer of Multus and its directing mind. All events took place at or near the City of Calgary in the Province of Alberta.

(e) On November 16, 2005, Qualia issued a Confidential Offering Memorandum. The securities offered were limited partnerships in a real estate project. The price per security unit was $50,000. The maximum offering was 207 units, potentially generating a total of $10,350,000.

(f) In summary, the Offering Memorandum represented that:

i. Qualia would purchase a commercial office building located at 906-12^th Avenue SW, Calgary, Alberta (Dominion Place) with funds raised through the offering and a mortgage;

ii. investors would receive quarterly payments of income generated by the building, less operating and debt servicing costs;

iii. the building was expected to appreciate in value while the mortgage principal would gradually be reduced;

iv. the building would be held for at least five years and then would be refinanced or sold; and

v. investors would receive a share of the monetized equity commensurate with the number of securities units they purchased.

(g) The Offering Memorandum explicitly made Chandran a fiduciary, as the directing mind of the General Partner, Multus.

(h) Among others, there were eleven sets of investors who purchased units in Qualia for a total of $575,000. In addition, one sales agent of Platinum purchased 1.5 units in Qualia, and another sales agent of Platinum and his wife purchased 1 unit in Qualia.

(i) On February 14, 2006, Qualia purchased Dominion Place for $24,000,000. As contemplated by the Offering Memorandum, title was transferred to be held in the name of the General Partner, Multus. The purchase was financed by means of a mortgage in the amount of $14,420,000 and cash raised through the offering.

(j) In December of 2011, Multus sold Dominion Place for $30,000,000. The form of payment was $17,500,000 cash and a vendor take back mortgage for the balance. Any mortgage obligation that had been incurred by Multus on behalf of Qualia was discharged. The sale and its terms were arranged by Chandran.

(k) The vendor take back mortgage was not registered until October 21, 2013.

(l) None of the monies obtained through the sale and re-mortgaging of Dominion Place were paid to the investors referenced in paragraph (h) above.

(m) The conversion of the equity interests of the individuals referred to in paragraph (h) was done by Chandran without consent and without colour of right, with intent to deprive them temporarily or absolutely of the interest within the meaning of sections 322 and 334(a) of the Criminal Code.

C. Jurisdiction Of the Tribunal

11. Pursuant to paragraph 3 of s. 127(4.0.1) of the Act, if a person or company has been convicted in any jurisdiction of an offence arising from a transaction, business, or course of conduct related to securities or derivatives, the Tribunal may make any of the orders described in paragraphs 1 to 8.5 of s. 127(1) of the Act against the Respondent without giving the Respondent an opportunity to be heard.

12. Chandran has been convicted of an offence arising from a transaction, business, or course of conduct related to securities.

13. Chandran is a resident of Ontario.

14. Subsection 127(4.0.4) allows the Tribunal to make an order under s. 127(4.0.1) even if the circumstances arose before s. 127(4.0.1) came into force.

15. It is in the public interest to make the requested orders against the Respondent to protect investors and safeguard the integrity of Ontario's capital markets.

III. ORDER SOUGHT

16. The Commission requests that the Tribunal make the following orders against Chandran:

(a) pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Chandran cease permanently;

(b) pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by Chandran be prohibited permanently;

(c) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law not apply to Chandran permanently;

(d) pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Chandran resign any positions that he holds as a director or officer of any issuer or registrant;

(e) pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Chandran be prohibited permanently from becoming or acting as a director or officer of any issuer or registrant;

(f) pursuant to paragraph 8.5 of subsection 127(1) of the Act, Chandran be prohibited permanently from becoming or acting as a registrant or promoter; and

(g) such other order or orders as the Tribunal considers appropriate.

{1} As it then was, and now formally, the Court of King's Bench of Alberta.

Ontario Securities Commission et al.

BETWEEN:

ONTARIO SECURITIES COMMISSION (Applicant) AND EMERGE CANADA INC., LISA LANGLEY, DESMOND ALVARES, MARIE ROUNDING, MONIQUE HUTCHINS AND BRUCE FRIESEN (Respondents)

File No. 2025-7

March 13, 2026

ORDER

WHEREAS on March 13, 2026, the Capital Markets Tribunal held a hearing by videoconference to consider a motion brought by Emerge Canada Inc. and Lisa Langley with respect to extending the timeline set out in the Tribunal's Order dated February 27, 2026, for serving an expert report and the timeline set out in the Tribunal's Order dated February 17, 2026, for serving summaries of anticipated testimony of fact witnesses;

ON READING the materials filed by Lisa Langley, on her own behalf and on behalf of Emerge Canada Inc., and by the Ontario Securities Commission, and on hearing the submissions of Lisa Langley, on her own behalf and on behalf of Emerge Canada Inc., and the submissions of the Ontario Securities Commission, Desmond Alvares, Marie Rounding, Monique Hutchins, and Bruce Friesen, and on being advised that Emerge Canada Inc. and Lisa Langley served summaries of anticipated evidence for Lisa Langley and Marc Barthélemy on the evening of March 2, 2026 and served an expert report of Steven Rostowsky on March 6, 2026;

IT IS ORDERED THAT the following timelines are extended retroactively:

1. Emerge Canada Inc. and Lisa Langley shall serve any and all summaries of anticipated evidence for fact witnesses by 4:30 pm on March 3, 2026; and

2. Emerge Canada Inc. and Lisa Langley shall serve any and all expert reports by 4:30 pm on March 6, 2026.

B. Ontario Securities Commission

Notices

CSA Notice of Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers -- OSC Rule 51-507 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers

CSA NOTICE OF COORDINATED BLANKET ORDER 51-933 EXEMPTIONS TO PERMIT SEMI-ANNUAL REPORTING FOR CERTAIN VENTURE ISSUERS

ONTARIO SECURITIES COMMISSION RULE 51-507 EXEMPTIONS TO PERMIT SEMI-ANNUAL REPORTING FOR CERTAIN VENTURE ISSUERS

March 19, 2026

Introduction

The Canadian Securities Administrators (the CSA or we) is introducing a pilot project to allow eligible venture issuers to voluntarily adopt semi-annual financial reporting (the SAR Pilot). We have adopted the SAR Pilot through Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the Blanket Order). The Blanket Order includes exemptions from certain continuous disclosure requirements and establishes a voluntary semi-annual reporting framework for a subset of venture issuers, subject to certain terms and conditions.

The Blanket Order is effective as of the date of this Notice.

While the Blanket Order is in effect, the CSA also intends to engage in a broader rule-making project related to voluntary semi-annual reporting (SAR) and will use learnings from the SAR Pilot to inform this initiative. In the interim, we will continue to monitor international developments relating to SAR.

On October 23, 2025, we published the proposed Blanket Order for a 60-day comment period to seek comment on the scope of the SAR Pilot. This Notice outlines the terms of the SAR Pilot we have adopted and includes a summary of comments received and CSA responses to those comments. The list of commenters, and summary of comments and CSA responses is attached as Annex A to this Notice. The Blanket Order is attached as Annex B to this Notice. A summary of the terms and conditions of the SAR Pilot and relevant CSA commentary is attached as Annex C to this Notice. Where applicable, Annex D is also attached to this Notice and includes any additional information that is relevant to the local jurisdiction publishing the Annex. The Blanket Order will also be available on websites of CSA jurisdictions, including:

www.lautorite.qc.ca

www.asc.ca

www.bcsc.bc.ca

nssc.novascotia.ca

www.fcnb.ca

www.osc.ca

www.fcaa.gov.sk.ca

mbsecurities.ca

Ontario's local Blanket Order includes an 18-month expiry date based on the statutory term limits for blanket orders{1}. On October 23, 2025, the Ontario Securities Commission concurrently published for a 60-day comment period a proposed local rule to maintain the continuous disclosure exemptions that are in Ontario's local Blanket Order after its expiry.{2} For additional information, please refer to Annex D in Ontario. The Blanket Orders in the other CSA jurisdictions do not have an expiry date and therefore local rules are not required.

Background

Reporting issuers are currently required to file quarterly interim financial reports and accompanying management's discussion and analysis (MD&A). While quarterly reporting may provide timely information to investors and intermediaries, some stakeholders are of the view that there may be instances in which the cost of preparing such frequent reporting for smaller venture issuers exceeds the benefit to investors and the market.

Prior CSA Consultations Related to SAR

In developing the SAR Pilot, we considered the commentary received on prior public proposals put forward by the CSA in 2011, 2017 and 2021 (collectively, the Prior CSA Proposals), which sought to amend National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) to permit SAR for certain reporting issuers.

Stakeholders that commented on the Prior CSA Proposals generally agreed that smaller venture issuers face a disproportionate burden through ongoing quarterly reporting requirements. Cost reduction was a factor raised by many stakeholders in each of the Prior CSA Proposals. Several commenters of the Prior CSA Proposals also raised concerns that a shift to SAR may harm our public markets as investors will have less timely financial information available. We believe that optional SAR would provide a meaningful benefit for smaller venture issuers and that the benefits to be derived from the SAR Pilot outweigh the concerns raised.

Substance and Purpose of the SAR Pilot

The SAR Pilot provides an exemption for certain issuers listed on the TSX Venture Exchange Inc. (TSXV) or the CNSX Markets Inc. (CSE) from the requirement to file an interim financial report for each of the three and nine-month interim periods of a financial year under NI 51-102 (collectively, the First and Third Quarter Financial Disclosures).

The SAR Pilot is intended to reduce administrative burden and costs associated with the preparation of the First and Third Quarter Financial Disclosures.

Participation in the SAR Pilot is voluntary.

Summary of the SAR Pilot

Pursuant to the terms and conditions of the Blanket Order, to report on a semi-annual basis, issuers must be venture issuers that have, among other things:

• securities listed on the TSXV or the CSE;

• revenue of no more than $10 million;

• at least a 12-month continuous disclosure record;

• filed all required periodic and timely continuous disclosure documents;

• issued and filed a news release on SEDAR+ announcing adoption of SAR.

A summary of the SAR Pilot including a description of terms and conditions and relevant CSA commentary is attached as Annex C to this Notice.

Comments Received on the SAR Pilot

We published the proposed Blanket Order for comment on October 23, 2025, under CSA Notice of Publication and Request for Comment Proposed Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers. A total of 21 comment letters were received during the comment period.

The names of the commenters and a summary of their comments, together with CSA responses, are contained in Annex A to this Notice. We thank all of the commenters for their input.

A majority of the commenters were generally or somewhat supportive of the SAR Pilot. Generally supportive commenters noted how the SAR Pilot would meaningfully reduce burden for smaller venture issuers while maintaining investor protection. Generally supportive commenters also commended the voluntary nature of the SAR Pilot, which allows eligible issuers to continue quarterly reporting if preferred and adopt the reporting frequency best suited to their operations and investor base. Commenters that expressed concerns or were not supportive of the SAR Pilot generally noted that the SAR Pilot may introduce information asymmetry that could weaken investor confidence, transparency, and investors' ability to compare issuers due to differences in reporting frequency.

We appreciate and acknowledge the comments received, including those that raised concerns with the SAR Pilot. On balance, we believe the benefits of the SAR Pilot outweigh the risks. We believe the scope of the SAR Pilot and existing timely disclosure requirements, including the ongoing requirement to report material changes, together with venture exchange listing requirements, can help mitigate these risks.

In response to the comments received on the SAR Pilot, we have updated the Blanket Order to clarify that issuers who participate in the SAR Pilot must not distribute securities under an existing shelf prospectus supplement. We have also made some formatting changes to the Blanket Order.

We do not consider these changes to be material.

In connection with the comments received on the SAR Pilot, we have also updated Annex C -- Summary of the Terms and Conditions of the SAR Pilot and CSA Commentary with respect to the following:

• clarifying the 12-month reporting issuer history requirement for successor issuers;

• reminding reporting issuers relying on the exemptions in the Blanket Order of their obligations to comply with other existing disclosure requirements relating to timely disclosure and material change reporting;

• clarifying disclosure expectations regarding an issuer's ongoing participation in the SAR Pilot;

• clarifying expectations for issuers relying on the exemptions in the Blanket Order that change their financial year-end;

• clarifying the eligibility of issuers relying on the exemptions in the Blanket Order that provide interim financial disclosure in connection with a prospectus offering or restructuring transaction;

• providing guidance regarding disclosure related to comparative financial information when an issuer ceases to rely on the exemptions in the Blanket Order;

• providing disclosure expectations in circumstances when an issuer ceases to rely on the exemptions in the Blanket Order.

The SAR Pilot is intended to provide data-driven insights to the CSA for a future rule-making project relating to SAR. Comments and feedback received will be used to assist in the analysis of the SAR Pilot and to inform the future rule-making project.

List of Annexes

This Notice contains the following annexes:

• Annex A -- List of Commenters, Summary of Comments and CSA Responses

• Annex B -- Blanket Order

• Annex C -- Summary of the Terms and Conditions of the SAR Pilot and CSA Commentary

• Where applicable, Annex D -- Local Matters (including any local amendments)

Questions

Please refer your questions to any of the following:

{1} See subsection 143.11(3) of the Securities Act (Ontario).

{2} Subject to Ministerial approval, the Ontario Securities Commission local rule will take effect after the initial 18-month expiration of Ontario's local Blanket Order and is intended to ensure the implementation of the multi-year SAR Pilot.

ANNEX A

List of Commenters, Summary of Comments and CSA Responses

LIST OF COMMENTERS

1. Treewalk (October 24, 2025)

2. Marrelli Support Services Inc. (November 18, 2025)

3. Canadian Coalition for Good Governance (December 2, 2025)

4. Canadian Independent Finance and Innovation Counsel (December 15, 2025)

5. Goodmans LLP (December 15, 2025)

6. FAIR Canada (December 19, 2025)

7. Investor Advisory Panel (December 22, 2025)

8. The Prospectors & Developers Association of Canada (December 22, 2025)

9. Canadian Securities Exchange (December 22, 2025)

10. Torys LLP (December 22, 2025)

11. S. Mark Francis (December 22, 2025)

12. Portfolio Management Association of Canada (December 22, 2025)

13. The Canadian Centre for Audit Quality (December 22, 2025)

14. TSX Venture Exchange Inc. (December 22, 2025)

15. Canadian Forum for Financial Markets (December 22, 2025)

16. Deloitte LLP (December 22, 2025)

17. Jaime Sutton (December 22, 2025)

18. Borden Ladner Gervais LLP (December 22, 2025)

19. Cassels Brock & Blackwell LLP (December 22, 2025)

20. PricewaterhouseCoopers LLP (December 22, 2025)

21. Canadian Advocacy Council of CFA Societies Canada (December 22, 2025)

SUMMARY OF COMMENTS AND CSA RESPONSES

Overall Commentary on the Proposed SAR Pilot

We appreciate and acknowledge the comments received, including those that raised concerns with the SAR Pilot. We intend to monitor these concerns throughout the duration of the SAR Pilot. On balance, we believe the benefits of the SAR Pilot outweigh the risks.

Responses to Specific Questions

1. Do you agree with the eligibility criteria and conditions in the Blanket Order for the SAR Pilot? Are there any other eligibility criteria that should disqualify issuers from participating in the SAR Pilot? Are there any other conditions that issuers participating in the SAR Pilot should be subject to?

We acknowledge and thank the commenters for these comments. We have categorized the specific comments and our responses into the following themes:

2. The SAR Pilot is intended to be a multi-year pilot project. The CSA intends to engage in a formal rule-making project to consider whether the SAR Pilot should be adjusted in terms of scope, eligibility and conditions. Please provide any feedback in respect of criteria or conditions that could be considered as part of the future rule-making project. Please note that the planned rule-making project related to SAR will include a request for comment.

We acknowledge and thank the commenters for their feedback in respect of criteria or conditions that could be considered as part of the future rule-making project. We have summarized the key comments received in the table below. We will consider all feedback received, along with the considerations highlighted in Question 1, above, during the rule-making process.

ANNEX B

Ontario Securities Commission

Coordinated Blanket Order 51-933

Citation: Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers

Date: March 19, 2026

Definitions

1. Terms defined in the Securities Act (Ontario) (the Act) and National Instrument 14-101 Definitions have the same meaning if used in this Order.

2. In this Order:

"base shelf prospectus" has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions;

"exchange listed security" means a security of a reporting issuer that is listed and posted for trading on TSX Venture Exchange Inc. or CNSX Markets Inc.;

"Form 51-102F1" means Form 51-102F1 Management's Discussion & Analysis;

"interim period" has the meaning ascribed to that term in NI 51-102;

"MD&A" has the meaning ascribed to that term in NI 51-102;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"Quarterly Reporting Exemption" means the exemption provided in Section 5 of this Order;

"revenue" means income arising in the course of an issuer's ordinary activities determined in accordance with the accounting principles applied to the preparation of the issuer's annual financial statements;

"shelf prospectus supplement" has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions; and

"venture issuer" has the meaning ascribed to that term in NI 51-102.

Background

3. The purpose of this Order is to exempt a specified class of reporting issuers from certain three and nine-month continuous disclosure requirements. While quarterly financial statements provide timely information to investors, for certain reporting issuers there can be instances in which the regulatory and internal cost of preparing such frequent reporting exceeds their benefit.

Order

4. The Commission, considering that to do so would not be prejudicial to the public interest, orders under subsection 143.11(2) of the Act, the exemptions set out below, subject to the conditions of this Order.

Three and Nine-Month Quarterly Reporting

5. A reporting issuer is exempt from the requirement to file an interim financial report for each of the three and nine-month interim periods of its financial year, as required by section 77 of the Act and subsection 4.3(1) of NI 51-102 provided that the issuer satisfies all of the following conditions at the end of each such three and nine-month interim period, as applicable:

(a) the issuer has been a reporting issuer in at least one jurisdiction of Canada for at least 12 months;

(b) the issuer is a venture issuer;

(c) the issuer has exchange listed securities;

(d) the issuer has revenue, as shown on the issuer's most recently filed audited annual financial statements, of no more than $10 million;

(e) the issuer has filed with the regulator or securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction

(i) under applicable securities legislation;

(ii) pursuant to an order issued by the regulator or securities regulatory authority;

(iii) pursuant to an undertaking to the regulator or securities regulatory authority;

(f) during the preceding 12 months, none of the following applied:

(i) the issuer was the subject of a penalty or sanction, including a restriction on the use by the issuer of any type of prospectus, or exemption, imposed by a court relating to securities legislation or by a regulator or securities regulatory authority, other than an administrative monetary penalty for late filings;

(ii) the issuer was the subject of a cease trade order or order similar to a cease trade order in a jurisdiction of Canada that was not revoked within 30 days of its issuance;

(iii) the issuer stopped relying on the Quarterly Reporting Exemption;

(g) the issuer issued and filed a news release that

(i) states "This news release is being filed pursuant to Coordinated Blanket Order 51 -- 933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers", and

(ii) specifies the initial interim period for which the issuer does not intend to file an interim financial report and related MD&A in reliance on the Quarterly Reporting Exemption.

Interim Financial Report

6. A reporting issuer relying on the Quarterly Reporting Exemption is exempt from the requirement under paragraph 4.3(2)(c) of NI 51-102 to provide a statement of comprehensive income for the three-month period ending on the last day of the interim period and comparative financial information for the corresponding period in the immediately preceding financial year.

Delivery of Interim Financial Report and Interim MD&A

7. A reporting issuer relying on the Quarterly Reporting Exemption is exempt from the requirements under subsections 4.6(3) and 5.6(1) of NI 51-102 to send a copy of the issuer's interim financial report and interim MD&A for the relevant interim periods.

MD&A Form Requirements

8. A reporting issuer relying on the Quarterly Reporting Exemption is exempt from all of the following:

(a) the requirement under item 1.5 of Form 51-102F1 to provide information for each of the eight most recently completed quarters;

(b) the requirement under item 1.10 of Form 51-102F1 to provide in its annual MD&A a discussion and analysis of fourth quarter events or items that affected its financial condition, financial performance or cash flows, year-end and other adjustments, seasonal aspects of the issuer's business and dispositions of business segments;

(c) the requirement under item 2.2(a)(i) of Form 51-102F1 to provide in its interim MD&A a discussion of its analysis of current quarter results including a comparison of financial performance to the corresponding period in the previous year.

9. A reporting issuer relying on the Quarterly Reporting Exemption may satisfy the instruction under item 2.2.1(iv) of Form 51-102F1, by titling its six-month interim period highlights "Interim MD&A -- Semi-Annual Highlights".

Additional Restrictions

10. A reporting issuer must cease relying on the Quarterly Reporting Exemption if either of the following apply:

(a) the issuer changes its financial year end;

(b) the issuer files a base shelf prospectus.

11. A reporting issuer that is relying on the Quarterly Reporting Exemption must not file a shelf prospectus supplement or distribute securities under an existing shelf prospectus supplement.

12. The exemptions in this Order do not apply to the disclosure requirements in respect of interim financial reports and related MD&A, pursuant to any of the following:

(a) item 11.1 of Form 44-101F1 Short Form Prospectus;

(b) item 14.2 of Form 51-102F5 Information Circular;

(c) item 19 of Form 62-104F1 Take-Over Bid Circular;

(d) item 21 of Form 62-104F2 Issuer Bid Circular.

13. A reporting issuer that has filed a short form prospectus must not rely on the exemptions in this Order during the period of distribution.

Effective Date and Term

This Order comes into effect on March 19, 2026 and will cease to be effective on September 19, 2027.

For the Commission

ANNEX C

Summary of the Terms and Conditions of the SAR Pilot and CSA Commentary

Eligibility Criteria

Requirements From Which an Eligible Issuer is Exempt

Additional Conditions and Restrictions

Additional Guidance for Issuers that Cease Relying on the Quarterly Reporting Exemption

ANNEX D

LOCAL MATTERS

ONTARIO SECURITIES COMMISSION

I. Introduction

This Annex to the accompanying CSA Notice of Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers and Ontario Securities Commission Rule 51-507Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the CSA Notice) sets out matters required to be addressed by the Securities Act (Ontario) (the Act). The Ontario Securities Commission (the Commission) is publishing this Annex to supplement the CSA Notice.

On March 19, 2026, the Commission adopted a multi-year pilot project to allow eligible venture issuers to voluntarily adopt semi-annual financial reporting (the SAR Pilot) through Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the Blanket Order) and Ontario Securities Commission Rule 51-507 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers (the OSC Rule). The SAR Pilot includes exemptions from certain continuous disclosure requirements and establishes a voluntary semi-annual reporting framework for a subset of venture issuers, subject to certain terms and conditions.

Please refer to the main body of the CSA Notice for a discussion of the substance and purpose of the SAR Pilot.

II. The OSC Rule

Ontario's local Blanket Order includes an 18-month expiry date based on the statutory term limits for blanket orders. The local Blanket Orders published by other CSA jurisdictions do not have a similar sunset clause and may continue to be in effect until repealed. Given the nature of the exemptions provided in the SAR Pilot, the OSC Rule is necessary to provide the market with certainty on the availability of the exemptions in Ontario after 18 months.

The purpose of the OSC Rule is to make permanent the exemptions set out in Ontario's local Blanket Order issued on March 19, 2026. Ontario's local Blanket Order will cease to be effective on September 19, 2027. Therefore, subject to Ministerial approval, the OSC Rule will take effect on September 19, 2027 after the initial 18-month expiration of Ontario's local Blanket Order and is intended to ensure the implementation of the multi-year SAR Pilot. The OSC Rule does not introduce any new elements that are not in Ontario's local Blanket Order. The OSC Rule will have the same effect as the Blanket Orders granted by the other CSA members.

III. Ministerial Approval

The OSC Rule was delivered to the Minister of Finance (the Minister) on or about March 19, 2026.

The Minister may approve or reject the OSC Rule or return it for further consideration. If the Minister approves the OSC Rule or does not take any further action, the OSC Rule will come into force on September 19, 2027.

The text of the OSC Rule is contained in Schedule I to this Annex and is also available on the OSC website at www.osc.ca.

SCHEDULE I

ONTARIO SECURITIES COMMISSION RULE 51-507 EXEMPTIONS TO PERMIT SEMI-ANNUAL REPORTING FOR CERTAIN VENTURE ISSUERS

PART 1

DEFINITIONS

1. Terms defined in the Securities Act (Ontario) (the Act) and National Instrument 14-101 Definitions have the same meaning if used in this Rule.

2. In this Rule:

"base shelf prospectus" has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions;

"exchange listed security" means a security of a reporting issuer that is listed and posted for trading on TSX Venture Exchange Inc. or CNSX Markets Inc.;

"Form 51-102F1" means Form 51-102F1 Management's Discussion & Analysis;

"interim period" has the meaning ascribed to that term in NI 51-102;

"MD&A" has the meaning ascribed to that term in NI 51-102;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"Quarterly Reporting Exemption" means the exemption provided in Section 3 of this Rule;

"revenue" means income arising in the course of an issuer's ordinary activities determined in accordance with the accounting principles applied to the preparation of the issuer's annual financial statements;

"shelf prospectus supplement" has the meaning ascribed to that term in National Instrument 44-102 Shelf Distributions; and

"venture issuer" has the meaning ascribed to that term in NI 51-102.

PART 2

THREE AND NINE-MONTH QUARTERLY REPORTING

3. A reporting issuer is exempt from the requirement to file an interim financial report for each of the three and nine-month interim periods of its financial year, as required by section 77 of the Act and subsection 4.3(1) of NI 51-102 provided that the issuer satisfies all of the following conditions at the end of each such three and nine-month interim period, as applicable:

(a) the issuer has been a reporting issuer in at least one jurisdiction of Canada for at least 12 months;

(b) the issuer is a venture issuer;

(c) the issuer has exchange listed securities;

(d) the issuer has revenue, as shown on the issuer's most recently filed audited annual financial statements, of no more than $10 million;

(e) the issuer has filed with the regulator or securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction

(i) under applicable securities legislation;

(ii) pursuant to an order issued by the regulator or securities regulatory authority;

(iii) pursuant to an undertaking to the regulator or securities regulatory authority;

(f) during the preceding 12 months, none of the following applied:

(i) the issuer was the subject of a penalty or sanction, including a restriction on the use by the issuer of any type of prospectus, or exemption, imposed by a court relating to securities legislation or by a regulator or securities regulatory authority, other than an administrative monetary penalty for late filings;

(ii) the issuer was the subject of a cease trade order or order similar to a cease trade order in a jurisdiction of Canada that was not revoked within 30 days of its issuance;

(iii) the issuer stopped relying on the Quarterly Reporting Exemption;

(g) the issuer issued and filed a news release that

(i) states "This news release is being filed pursuant to Coordinated Blanket Order 51 -- 933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers and OSC Rule 51-507 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers";

(ii) specifies the initial interim period for which the issuer does not intend to file an interim financial report and related MD&A in reliance on the Quarterly Reporting Exemption.

PART 3

INTERIM FINANCIAL REPORT

4. A reporting issuer relying on the Quarterly Reporting Exemption is exempt from the requirement under paragraph 4.3(2)(c) of NI 51-102 to provide a statement of comprehensive income for the three-month period ending on the last day of the interim period and comparative financial information for the corresponding period in the immediately preceding financial year.

PART 4

DELIVERY OF INTERIM FINANCIAL REPORT AND INTERIM MD&A

5. A reporting issuer relying on the Quarterly Reporting Exemption is exempt from the requirements under subsections 4.6(3) and 5.6(1) of NI 51-102 to send a copy of the issuer's interim financial report and interim MD&A for the relevant interim periods.

PART 5

MD&A FORM REQUIREMENTS

6. A reporting issuer relying on the Quarterly Reporting Exemption is exempt from all of the following:

(a) the requirement under item 1.5 of Form 51-102F1 to provide information for each of the eight most recently completed quarters;

(b) the requirement under item 1.10 of Form 51-102F1 to provide in its annual MD&A a discussion and analysis of fourth quarter events or items that affected its financial condition, financial performance or cash flows, year-end and other adjustments, seasonal aspects of the issuer's business and dispositions of business segments;

(c) the requirement under item 2.2(a)(i) of Form 51-102F1 to provide in its interim MD&A a discussion of its analysis of current quarter results including a comparison of financial performance to the corresponding period in the previous year.

7. A reporting issuer relying on the Quarterly Reporting Exemption may satisfy the instruction under item 2.2.1(iv) of Form 51-102F1, by titling its six-month interim period highlights "Interim MD&A -- Semi-Annual Highlights".

PART 6

ADDITIONAL RESTRICTIONS

8. A reporting issuer must cease relying on the Quarterly Reporting Exemption if either of the following apply:

(a) the issuer changes its financial year end;

(b) the issuer files a base shelf prospectus.

9. A reporting issuer that is relying on the Quarterly Reporting Exemption must not file a shelf prospectus supplement or distribute securities under an existing shelf prospectus supplement.

10. The exemptions in this Rule do not apply to the disclosure requirements in respect of interim financial reports and related MD&A, pursuant to any of the following:

(a) item 11.1 of Form 44-101F1 Short Form Prospectus;

(b) item 14.2 of Form 51-102F5 Information Circular;

(c) item 19 of Form 62-104F1 Take-Over Bid Circular;

(d) item 21 of Form 62-104F2 Issuer Bid Circular.

11. A reporting issuer that has filed a short form prospectus must not rely on the exemptions in this Rule during the period of distribution.

PART 7

EFFECTIVE DATE

12. This Rule comes into force on September 19, 2027.

Notice of Ministerial Approval of OSC Rule 93-501 Exemption Involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct

NOTICE OF MINISTERIAL APPROVAL OF OSC RULE 93-501 EXEMPTION INVOLVING CERTAIN FOREIGN-ADVISED OR FOREIGN-MANAGED INVESTMENT FUNDS THAT QUALIFY AS AN ELIGIBLE DERIVATIVES PARTY UNDER NATIONAL INSTRUMENT 93-101 DERIVATIVES: BUSINESS CONDUCT

The Ontario Minister of Finance recently approved OSC Rule 93-501 Exemption involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct (the Rule) as a rule under the Securities Act (Ontario).

The Rule ensures that in Ontario, investment funds can qualify as eligible derivatives parties even when managed or advised by foreign regulated managers or advisers, aligning with the rest of the CSA jurisdictions where the CSA Coordinated Blanket Order 93-930 Re Temporary exemptions for derivatives firms from certain obligations when transacting with certain investment funds and for senior derivative managers from certain reporting obligations remains in effect after March 28, 2026.

The Rule was published in (2026), 49 OSCB 25 of the Bulletin on January 8, 2026. The same material is being published today in B.5 of this Bulletin. The Rule becomes effective on March 28, 2026.

Orders

Canadian Investment Regulatory Organization -- s. 21.1(4)

Headnote

Approval of the CIRO Application regarding use of the CIRO Restricted Fund for the Disgorgement Distribution Program.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 21.1(4).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF CANADIAN INVESTMENT REGULATORY ORGANIZATION

ORDER

(Subsection 21.1(4) of the Act)

WHEREAS section 21.1 of the Act provides the Ontario Securities Commission (Commission) with the power to recognize a self-regulatory organization if the Commission is satisfied that to do so would be in the public interest;

AND WHEREAS the Commission issued an order dated October 25, 2022, as varied and restated on May 11, 2023, recognizing Canadian Investment Regulatory Organization (CIRO) as a self-regulatory organization pursuant to section 21.1 of the Act and section 16 of the Commodity Futures Act, R.S.O. 1990, Chapter C.20, as amended, subject to terms and conditions (Recognition Order);

AND WHEREAS on April 25, 2025, the Commission received a request from CIRO (Application) seeking to use its Restricted Fund (the Restricted Fund) for the Disgorgement Distribution Program (the Program), both as defined in Schedule 1 of this Order, in accordance with subparagraph 16(1)(a)(v) of the terms and conditions in Appendix A of the Recognition Order.

AND WHEREAS the Restricted Fund collects monetary sanctions, meaning any fines or other monetary amounts, including disgorgement, ordered in or arising from an enforcement proceeding or any other measure taken by CIRO, to support specific initiatives and not for general operational use. The Restricted Fund may only be used, directly or indirectly, in the public interest as specified in subsection 16(1) of the terms and conditions in Appendix A of the Recognition Order.

AND WHEREAS CIRO is seeking to use the Restricted Fund for:

a. Distributions of the disgorged funds collected (designated and segregated within the Restricted Fund) to eligible investors under the Program; and

b. Payment of certain administrative costs of the Program from the general Restricted Fund.

AND WHEREAS CIRO has submitted that:

1. CIRO is seeking approval from the Commission under the Recognition Order to use the Restricted Fund, as described, to implement the Program, which was published for public consultation on February 1, 2023 and October 21, 2024;

2. The disgorged funds collected by CIRO will be designated as a stand-alone category, segregated and accounted for separately from other funds within the Restricted Fund, tracked on a case-by-case basis, for distribution to eligible investors under the Program;

3. Certain administrative costs for the Program will be deducted from the general Restricted Fund and are not expected to be significant;

4. These administrative costs are anticipated to include costs of notices, banking fees, external legal costs, and miscellaneous costs;

5. Only in exceptional circumstances will external legal advice be sought and due consideration will be given to minimizing reliance on such external advice;

6. CIRO intends to rely on its existing resources and structure to provide notices to investors, assess claims and conduct most of the distributions in-house;

7. Administrative costs will not include sanction collections, which may sometimes require external counsel and/or bankruptcy trustee, as these processes will be done outside of the Program;

8. To preserve, to the fullest extent possible, the designated disgorged funds available for distribution to eligible investors, CIRO intends to pay certain administrative costs as described above from the general Restricted Fund;

9. In rare cases of complex distributions requiring an external administrator, at the administrator's reasonable discretion, such administrative costs may be deducted from the designated disgorged funds;

10. The administrator will determine whether or not a distribution will be made, and the administrator will have discretion not to pursue a distribution if the amounts collected and administrative costs do not justify the efforts of the distribution;

11. After all claims are received and reconsiderations are completed, the administrator will distribute the available disgorged funds on a pro rata basis; and

12. Residual amounts, if any, left after the distribution will be moved to the general Restricted Fund and made available to be used for the administrative costs of the Program and other purposes.

AND WHEREAS Staff recommends that CIRO be permitted access to the Restricted Fund for the Program, as described in the CIRO representations, for the following reasons:

a. Use of the Restricted Fund for the purposes of the Program aligns with CIRO's public interest mandate of protecting investors from unfair, improper and fraudulent conduct by CIRO members and fostering market integrity and confidence in the capital markets;

b. The specified use of the Restricted Fund for the Program is consistent with the intent of section 16 of terms and conditions in Appendix A of the Recognition Order that monetary sanctions be used for public interest and investor protection purposes; and

c. Use of the Restricted Fund will be limited, as described in the CIRO representations, and subject to the specific terms and conditions set out in Schedule 1 of this Order.

AND WHEREAS based on the Application and that CIRO will use the Restricted Fund in a way that is consistent with the CIRO representations above, the Commission has determined that it is in the public interest to allow CIRO limited access to the Restricted Fund;

IT IS ORDERED by the Commission that, pursuant to subsection 21.1(4) of the Act, CIRO may use the Restricted Fund for the purposes of the Program;

PROVIDED THAT CIRO complies with the terms and conditions contained in Schedule 1 of this Order.

Dated: November 11th, 2025

SCHEDULE 1

The Canadian Investment Regulatory Organization Restricted Fund Application: Terms and Conditions

Definition

1. In this Schedule:

"Disgorgement Distribution Program" means CIRO's proposed program to distribute disgorged funds to harmed investors.

"Restricted Fund" means any fund resulting from Monetary Sanctions as defined in the Recognition Orders.

Policies and Procedures

2. Prior to implementation of the Disgorgement Distribution Program, CIRO will provide the Commission with appropriate policies and procedures related to the Disgorgement Distribution Program. CIRO must not implement the Disgorgement Distribution Program until the Recognizing Regulators notify CIRO that they have no questions or comments on the policies and procedures.

Quarterly Reporting

3. Following the implementation of the Disgorgement Distribution Program, CIRO must file with the Commission, by including in its quarterly reports to the Recognizing Regulators, the following information and documents:

a. a list of disgorgement orders and for each case,

i. whether a distribution will be made, or there will be no distribution, including the reasoning for no distribution,

ii. whether the distribution will be performed in house or by an external administrator, including the rationale for such determination, and

iii. estimated administrative costs, including external legal advice, or third-party costs, if any.

b. a final post-distribution report for each distribution made under the Disgorgement Distribution Program, including:

i. total funds collected by CIRO under the disgorgement order,

ii. the method of distribution,

iii. the estimated or total number of harmed investors, if known,

iv. total number of applicants and type of claims,

v. the total number of eligible applicants who received a payment,

vi. total value of all approved claims,

vii. total funds distributed to eligible applicants, the percentage of each eligible applicant's approved claim amount paid under the distribution,

viii. the amount of administrative cost paid from the disgorged amount,

ix. the total of all administrative costs paid from the general Restricted Fund, and

x. reconsiderations requested by applicants and final decisions by CIRO.

Reasons and Decisions

Tobias Lütke

Headnote

National Policy 11-201 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus requirement for trades by a control person of an issuer under automatic securities disposition plans (ASDPs) -- filer intends to concurrently establish two ASDPs, one to sell shares he holds directly in an issuer and another to sell shares in the issuer that he holds indirectly through two holding entities he controls -- The filer intends to establish the ASDPs in accordance with the guidance provided under CSA Staff Notice 55-317 Automatic Securities Disposition Plans and make orderly sales of securities of the issuer under such ASDPs -- Trades by the filer as a control person under the ASDPs deemed to be a distribution attracting the prospectus requirement -- Filer cannot rely on the prospectus exemption for a trade by a control person in s. 2.8 of NI 45-102 because the seven-day waiting period requirement in paragraph 2.8(3)(b) and the 30-day expiry provision in paragraph 2.8(4)(a) of NI 45-102 would prevent continued or successive dispositions under the ASDPs by requiring the filer to refile a Form 45-102F1 every 30 days and wait at least seven days before making the first trade after each filing of a Form 45-102F1 -- Compliance with all conditions of s. 2.8 of NI 45-102 would impede the filer's ability to establish, and effect orderly trades under, each ASDP -- Relief granted from the prospectus requirement for trades effected by the control person under the ASDPs subject to conditions consistent with the policy rationale underlying section 2.8 of NI 45-102 -- Relief expires on December 31, 2026.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53(1) and 74(1).

National Instrument 45-102 Resale of Securities, s. 2.8.

December 8, 2025

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF TOBIAS LÜTKE (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application (the Application) from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) granting an exemption from the prospectus requirement under the Legislation in connection with the sale of Class A Shares (as defined below) of Shopify Inc. (the Issuer) by the Filer or the Filer Entities (as defined below) under a Filer ASDP (as defined below) (the Exemption Sought).

Furthermore, the principal regulator has also received a request from the Filer for a decision that the Application and this decision be kept confidential until the earlier of: (i) the public disclosure by the Filer of the establishment of the Filer ASDPs (as defined below); and (ii) 90 days from the date of this decision (the Confidentiality Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in each of the provinces and territories of Canada, other than Ontario (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Issuer is a corporation incorporated under the Canada Business Corporations Act.

2. The Issuer's authorized share capital consists of: (i) an unlimited number of Class A subordinate voting shares (the Class A Shares); (ii) an unlimited number of Class B restricted voting shares (the Class B Shares); (iii) one founder share (the Founder Share and together with the Class A Shares and the Class B Shares, the Shares); and (iv) an unlimited number of preferred shares, issuable in series (the Preferred Shares).

3. On June 28, 2022, the Issuer amended its articles, to subdivide each Class A Share and each Class B Share on a ten-for-one (10:1) basis (the Share Split).

4. Holders of Class A Shares have one vote for every Class A Share. Holders of Class B Shares have ten votes for every Class B Share. The Class B Shares are convertible into Class A Shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances. The Founder Share is held by the Filer and has a variable number of votes that represents, when combined with the votes attached to certain other shares of the Issuer beneficially held by the Filer and certain of his affiliates, at least 40% of the voting power attached to all of the Issuer's outstanding voting shares, provided that such variable number of votes does not cause the Filer and certain of his affiliates to exceed 49.9% of the aggregate voting power attached to all of the Issuer's outstanding voting shares. The Founder Share may not be directly or indirectly transferred by the Filer.

5. As of September 10, 2025, 1,221,370,954 Class A Shares, 79,241,982 Class B Shares, the Founder Share and no Preferred Shares were issued and outstanding. The Class A Shares represented 59.84% of the aggregate voting rights attached to all of the Issuer's outstanding Shares, the Class B Shares represented 38.82% of the aggregate voting rights attached to all of the Issuer's outstanding Shares and the Founder Share represented approximately 1.33% of the aggregate voting rights attached to all of the Issuer's outstanding Shares.

6. The Class A Shares are listed on the NASDAQ Global Select Market and on the Toronto Stock Exchange under the symbol "SHOP".

7. The Issuer is a reporting issuer in each of the Jurisdictions and is not in default of the securities legislation in any Jurisdiction.

8. The Filer is the Chief Executive Officer and Chair of the Board of the Issuer.

9. On August 26, 2015, the Filer established an automatic securities disposition plan (the Filer's Original ASDP) which terminated on December 31, 2016.

10. Pursuant to a decision of the OSC dated November 15, 2016 (the Original Exemption for Tobias Lütke), the Filer was granted exemptive relief to establish new automatic securities disposition plans, annually, in order to continue to allow the Filer to make orderly sales of Class A Shares from the Filer's holdings over time (each, an Annual Filer ASDP) following termination of the Filer's Original ASDP on December 31, 2016, and subsequently once each Annual Filer ASDP terminated, on December 31 of each year. The Original Exemption for Tobias Lütke expired on January 1, 2020.

11. Pursuant to a decision of the OSC dated December 6, 2019 (the 2019 Exemption for Tobias Lütke), the Filer was granted exemptive relief to establish an Annual Filer ASDP following termination of the Filer's Original ASDP on December 31, 2016. The 2019 Exemption for Tobias Lütke expired on January 1, 2021.

12. Pursuant to a decision of the OSC dated December 1, 2020 (the 2020 Exemption for Tobias Lütke), the Filer was granted exemptive relief to establish an Annual Filer ASDP following termination of the Filer's 2019 ASDP on December 31, 2020. The 2020 Exemption for Tobias Lütke expired on January 1, 2022.

13. Pursuant to a decision of the OSC dated June 10, 2024 (the 2024 Exemption for Tobias Lütke), the Filer was granted exemptive relief to establish an Annual Filer ASDP. The 2024 Exemption for Tobias Lütke expires on December 31, 2025.

14. The Filer had, beginning on August 26, 2015 and ending on January 1, 2022, continually established ASDPs and then established an ASDP that will be in effect from September 17, 2024 to December 31, 2025, in order to be able to make orderly sales of Class A Shares from the Filer's holdings from time-to-time and may continue to establish ASDPs in the future for the same reason.

15. The Filer expects to concurrently enter into: (i) an ASDP to sell Class A Shares that are held directly by the Filer, and (ii) a separate ASDP to sell Class A Shares indirectly held by the Filer through two holding entities, 7910240 Canada Inc. and the Thistledown Foundation, (each a Filer Entity and together theFiler Entities), each controlled by the Filer (each of the ASDPs in (i) and (ii) a Filer ASDP and together, the Filer ASDPs).

16. As of September 10, 2025, the Filer directly or indirectly owned, in aggregate, 631,611 Class A Shares (the Filer Class A Shares), 78,918,520 Class B Shares (the Filer Class B Shares) and the Founder Share. The Filer Class A Shares represent approximately 0.05% of the outstanding Class A Shares, the Filer Class B Shares represent approximately 99.59% of the outstanding Class B Shares and the Filer holds the only Founder Share. As a result, the Filer owns, directly or indirectly, or exercises control or direction over shares representing 40.03% of the aggregate voting power attached to all of the Issuer's outstanding Shares. In addition, the Filer has been granted 222,101 restricted share units (the RSUs) and 3,791,226 share purchase options (the Options), that entitle the Filer to 4,013,327 Class A Shares upon vesting, and in the case of the Options, payment of the exercise price therefor and, in each case, subject to the conditions thereof. The Filer may, from time to time, transfer shares to the Filer Entities, which shares will continue to be deemed to be owned by the Filer and form part of the Filers holdings.

17. The Filer is currently deemed to be a control person of the Issuer under the Legislation and the securities legislation of the Jurisdictions in which the Issuer is a reporting issuer.

18. The Filer is not in default of the securities legislation in any Jurisdiction.

Automatic Securities Disposition Plan

19. The Filer ASDPs will be established in accordance with applicable securities legislation and staff guidance, including Canadian Securities Administrators Staff Notice 55-317 Automatic Securities Disposition Plans (Staff Notice 55-317), including the following:

i. the Issuer will oversee the establishment and use of each Filer ASDP;

ii. each Filer ASDP will include provisions prohibiting the commencement of sales under such Filer ASDP until after the filing of the Issuer's next interim financial report or annual financial statements;

iii. each Filer ASDP will include clear written trading parameters and other instructions, in the form of a written plan document, to the securities dealer appointed in connection with such Filer ASDP. Each Filer ASDP will either include a formula or specify the number of securities to be sold, and set out any minimum trade price, if any, and any date or frequency of sales;

iv. each Filer ASDP will provide for a term that is sufficiently long to avoid any potential use of Material Undisclosed Information (as defined below);

v. each Filer ASDP will include meaningful restrictions on the ability of the Filer to amend, suspend or terminate such Filer ASDP;

vi. each Filer ASDP will include provisions prohibiting the securities dealer from consulting with the Filer regarding any sales under the Filer ASDP and the Filer from disclosing information to the securities dealer concerning the Issuer that might influence the execution;

vii. the Issuer will oversee the establishment and use of each Filer ASDP through application of its internal policies;

viii. at the time the Filer or a Filer Entity enters into a Filer ASDP, the Filer will not possess any knowledge of a material fact or material change with respect to the Issuer that has not been generally disclosed (collectively, Material Undisclosed Information) and each Filer ASDP will be entered into in accordance with the Issuer's insider trading policy;

ix. each Filer ASDP will be entered into in good faith and not as part of a plan or scheme to evade the prohibitions of securities legislation in any jurisdiction or any other applicable securities laws;

x. an establishment of a Filer ASDP will be disclosed by way of a news release issued and then filed on the System for Electronic Document Analysis and Retrieval Plus (SEDAR+) disclosing all relevant information; and

xi. the Filer will file an insider report on the System for Electronic Disclosure by Insiders (SEDI) each time a trade is made under each Filer ASDP, naming the Filer or the relevant Filer Entity, as applicable, specifying that such trade was made under a Filer ASDP.

20. It is anticipated that pursuant to the terms of a Filer ASDP, among other things:

i. all sales of Class A Shares will be conducted by a securities dealer on behalf of the Filer or the Filer Entities, with no participation by or direction or advice from the Filer or the Filer Entities;

ii. the total number of Class A Shares sold in the Sales Period (as defined below) under all Filer ASDPs in effect during the term of this relief in reliance on the Exemption Sought will not exceed 2% of the total number of Class A Shares outstanding, as of the date of the establishment of the Filer ASDPs; and

iii. all sales of Class A Shares will be conducted over a period (the Sales Period) that is specified in the corresponding Form 45-102F1 Notice of Intention to Distribute Securities (a Form 45-102F1) under Section 2.8 of National Instrument 45-102 Resale of Securities filed after each Filer ASDP is entered into as further described herein.

21. It is the intention of the Filer and the Issuer to rely on the exemption from the insider trading restriction available to trades conducted under automatic plans in the Legislation and corresponding law and regulation in the Jurisdictions for trades conducted under automatic plans.

22. Under the Filer ASDPs, which are intended to provide for sales of Class A Shares commencing on or around March 18, 2026, it is currently the intention of the Filer to sell up to approximately 1,987,033 Class A Shares in the aggregate across all Filer ASDPs, which may include Class A Shares, currently, directly or indirectly, held by the Filer, Class A Shares issued to the Filer upon conversion of Class B Shares, Class A Shares issued to the Filer upon the vesting and/or exercise of the RSUs and/or Options of the Issuer, and/or Class A Shares held by the Filer Entities which are beneficially owned by the Filer.

23. If the Filer is deemed to be a control person of the Issuer, any sale of the Filer Class A Shares would be considered a "control distribution" (as such term is defined in National Instrument 45-102 Resale of Securities (NI 45-102)), and the Filer would either have to comply with the prospectus requirement or satisfy the conditions of the exemption from the prospectus requirement for trades by a control person in section 2.8 of NI 45-102 (the Prospectus Exemption for Control Trades).

24. The Filer's compliance with each of the conditions of the Prospectus Exemption for Control Trades would impede the implementation and operation of a Filer ASDP because the seven-day waiting period requirement in paragraph 2.8(3)(b) and the 30-day expiry provision in paragraph 2.8(4)(a) of NI 45-102 would prevent continued or successive dispositions under a Filer ASDP by requiring that the Filer refile a Form 45-102F1 respecting the proposed sales of Class A Shares every 30 days over the course of the duration of a Filer ASDP and that the Filer wait at least seven days before making the first trade after each filing of a Form 45-102F1. Compliance with these requirements would effectively limit the Filer's ability to conduct sales of Class A Shares to intermittent 23-day windows, separated by seven-day waiting periods, which would have a material detrimental impact on the Filer's ability to implement a Filer ASDP.

25. In absence of the Filer's compliance with each of the conditions of the Prospectus Exemption for Control Trades, the Filer requests the Exemption Sought in order to relieve the Filer from the prospectus requirement in connection with each disposition of Filer Class A Shares under a Filer ASDP and enable the establishment of a Filer ASDP in accordance with Staff Notice 55-317, while still providing timely and meaningful public disclosure of the intended and completed sales by the Filer or the Filer Entities of Class A Shares consistent with the policy rationale underlying section 2.8 of NI 45-102.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that and for so long as:

(a) each Filer ASDP includes provisions restricting the commencement of sales under a Filer ASDP until after the filing of the Issuer's next interim financial report or annual financial statements;

(b) each Filer ASDP includes meaningful restrictions on the ability of the Filer or any Filer Entity to amend, suspend, or terminate the Filer ASDP;

(c) all sales of Class A Shares under a Filer ASDP are conducted by a securities dealer with no participation by or direction or advice from the Filer or the Filer Entities;

(d) at the time the Filer or the Filer Entities enter into a Filer ASDP, the Filer does not possess any Material Undisclosed Information;

(e) the total number of the Class A Shares sold under all Filer ASDPs do not exceed 2% of the total number of Class A Shares outstanding, as of the date of the establishment of the Filer ASDPs;

(f) the Filer files a completed and signed notice in the form of Form 45-102F1 (a Notice) in accordance with NI 45-102 at least seven days prior to the first trade of Class A Shares under any Filer ASDP that discloses the aggregate number of Class A Shares intended to be sold under the Filer ASDP, and the Sales Period for the sale of Class A Shares under the Filer ASDP;

(g) the Filer files insider reports within three days of the completion of each sale under a Filer ASDP in accordance with the insider reporting obligation applicable to trades by a control person in paragraph 2.8(3)(c) of NI 45-102;

(h) the term of any Filer ASDP is equal to a minimum of 12 months and the Sales Period does not commence until at least the 91st day following the date on which any Filer ASDP is entered into;

(i) the Notice for a Filer ASDP is signed no earlier than one business day before it is filed;

(j) the Notice filed in connection with trades under any Filer ASDP expires on the earlier of:

i. the end of the applicable Sales Period; and

ii. the date that the Filer files the last of the insider reports reflecting the sale of all Class A Shares referred to in the Notice;

(k) the Filer and the Filer Entities do not conduct further sales of Class A Shares under a Filer ASDP following the expiry of the Notice for that Filer ASDP;

(l) the Filer and the Filer Entities do not conduct sales of Class A Shares under a Filer ASDP prior to the expiry of the Notice for any previously commenced Filer ASDP;

(m) the Filer controls each of the Filer Entities;

(n) the Issuer is and has been a reporting issuer in the jurisdiction of Canada for the four months immediately preceding each trade under any Filer ASDP;

(o) the Filer has held any Class A Shares, or securities or related financial instruments that were converted into or exercised or settled for such Class A Shares, sold under a Filer ASDP for at least four months prior to the trade of such Class A Shares;

(p) no unusual effort is made to prepare the market or to create a demand for the Class A Shares;

(q) no extraordinary commission or consideration is paid to a person or company in respect of the trade;

(r) the Issuer is not in default of securities legislation; and

(s) the Exemption Sought shall terminate on December 31, 2026.

Furthermore, the decision of the principal regulator under the Legislation is that the Confidentiality Relief is granted.

OSC File #: 2025/0555

NervGen Pharma Corp.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1 -- Qualification -- An issuer that does not meet the eligibility criteria in section 2.2 or 2.3 of NI 44-101 because it does not have securities listed on an exchange in Canada wants to use the short form prospectus system; the issuer is a reporting issuer in Canada; the issuer's shares are listed on either NYSE or NASDAQ and are not listed on a Canadian exchange; the issuer is subject to the reporting requirements of the 1934 Act.

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 44-102 Shelf Distributions, s. 11.1(1) -- Qualification -- An issuer that does not meet the eligibility criteria in NI 44-102 because it does not have securities listed on an exchange in Canada wants to use the base shelf system; the issuer is a reporting issuer in Canada; the issuer's shares are listed on either NYSE or NASDAQ and are not listed on a Canadian exchange; the issuer is subject to the reporting requirements of the 1934 Act.

Securities Act, ss. 11 and 169 -- Confidentiality -- An applicant wants to keep an application and order confidential for a limited amount of time after the order is granted -- The record provides intimate financial, personal or other information. The disclosure of the information before a specific transaction would be detrimental to the person affected; the information will be made available after a specific date.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from short form prospectus qualification criteria in paragraph 2.2(e) of NI 44-101 Short Form Prospectus Distributions and shelf prospectus qualification criteria in subsections 2.2(1) and 2.2(2) and subparagraph 2.2(3)(b)(iii) of NI 44-102 Shelf Distributions, which require that the equity securities of the issuer be listed and posted for trading on a 'short form eligible exchange' -- Issuer's common shares listed and posted for trading on both the TSXV and NASDAQ, but expected to be delisted from the TSXV -- Nasdaq not a 'short form eligible exchange' -- Relief granted provided the issuer complies with all other qualification criteria and its common shares are listed and posted for trading on the Nasdaq.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, ss. 11 and 169.

National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(e), 8.1(1).

National Instrument 44-102 Shelf Distributions, ss. 2.2(1) and 2.2(2), 2.2(3)(b)(iii), 11.1(1).

Citation: 2026 BCSECCOM 84

March 11, 2026

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF NERVGEN PHARMA CORP. (the Filer)

DECISION

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the qualification criteria in subsection 2.2(e) of National Instrument 44-101 -- Short Form Prospectus Distributions (NI 44-101) and subsections 2.2(1) and 2.2(2) and subparagraph 2.2(3)(b)(iii) of National Instrument 44-102 -- Shelf Distributions (NI 44-102) that the equity securities of the Filer be listed and posted for trading on a short form eligible exchange (as defined in NI 44-101), not apply to the Filer (the Exemption Sought).

The Decision Makers have also received a request from the Filer for a decision that the Application and this decision (together, the Confidential Material) be kept confidential and not made public until the earliest of (i) the date on which the Filer announces that the Filer's board of directors has determined to approve delisting of its common shares from the TSX Venture Exchange (the TSXV), (ii) the date on which the Filer advises the Decision Makers that there is no longer any need for the Confidential Material to remain confidential, and (iii) the date that is 90 days after the date of this decision (the Confidentiality Relief).

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 subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Nunavut and Northwest Territories; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 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.

Representations

¶ 3 This decision is based on the following facts represented by the Filer:

1. the Filer is incorporated under the Business Corporations Act (British Columbia). The principal office of the Filer is 112-970 Burrard Street, Unit 1290, Vancouver, British Columbia, V6Z 2R4 and its registered office is at 1133 Melville Street, Suite 3500, The Stack, Vancouver BC V6E 4E5;

2. the Filer is a reporting issuer in each of the provinces and territories of Canada and is not in default of securities legislation in any jurisdiction of Canada;

3. the common shares of the Filer are listed and posted for trading on the TSXV under the symbol NGEN but are expected to be delisted from the TSXV in March 2026;

4. the common shares of the Filer are listed and posted for trading on the NASDAQ under the symbol NGEN;

5. the Filer is subject to reporting obligations under the U.S. Securities Exchange Act of 1934, as amended, and files its continuous disclosure documents with the U.S. Securities and Exchange Commission in the United States. The Filer is not in default of securities legislation in the United States;

6. the Filer's authorized capital consists of an unlimited number of common shares; as of February 9, 2026, 80,388,207 common shares and 11,167,698 common share purchase warrants (the Warrants) were issued and outstanding; the Warrants consist of:

(a) 5,075,000 Warrants issued on July 13, 2022, with an exercise price of C$2.44 and an expiry date of July 13, 2027;

(b) 91,919 Warrants issued on March 28, 2024, with an exercise price of C$2.35 and an expiry date of March 28, 2026;

(c) 3,607,947 Warrants issued on March 28, 2024, with an exercise price of C$3.00 and an expiry date of March 28, 2027; and

(d) 2,392,832 Warrants issued on November 19, 2025, with an exercise price of US$2.65 and an expiry date of November 19, 2028.

7. a short form eligible exchange is defined in NI 44-101 as the Toronto Stock Exchange, Tier 1 and Tier 2 of the TSX Venture Exchange, Cboe Canada Inc. or the Canadian Securities Exchange;

8. the Filer filed an amended and restated short form base shelf prospectus dated December 15, 2025 amending and restating a final short form base shelf prospectus dated November 25, 2024, providing for the distribution from time to time of common shares, debt securities, subscription receipts, warrants and units of the Filer in each of the provinces and territories of Canada;

9. other than the requirement that the Filer's equity securities be listed and posted for trading on a short form eligible exchange (as defined in NI 44-101), the Filer meets all of the short form prospectus qualification requirements under NI 44-101, as the Filer:

(a) is required to transmit documents through SEDAR+ (as defined in NI 44-101);

(b) is a reporting issuer in each of the provinces and territories of Canada;

(c) has filed with the securities regulatory authorities in each of such jurisdictions all periodic and timely disclosure documents that it is required to have filed in such jurisdiction: (i) under applicable securities legislation; (ii) pursuant to any order issued by the securities regulatory authorities in such jurisdiction; and (iii) pursuant to any undertaking to the securities regulatory authorities in such jurisdiction;

(d) has, in each such jurisdiction, current annual financial statements (as defined in NI 44-101) and a current AIF (as defined in NI 44-101); and

(e) is not an issuer whose operations have ceased or whose principal asset is cash, cash equivalents or its exchange listing.

Decision

¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

(a) the Filer complies with all other applicable requirements, procedures and qualification criteria of NI 44-101, other than the requirement in subsection 2.2(e) of NI 44-101 that the Filer's equity securities be listed and posted for trading on a short form eligible exchange (as defined in NI 44-101); and

(b) the common shares of the Filer are listed and posted for trading on the NASDAQ on the date of filing by the Filer of a preliminary short form prospectus pursuant to NI 44-101 or a preliminary short form base shelf prospectus pursuant to NI 44-102.

The further decision of the Decision Makers is that the Confidentiality Relief is granted.

OSC File #: 2026-49

Middlefield Limited and Middlefield Income Plus Class ETF Series

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to facilitate the offering of exchange-traded mutual fund securities and conventional mutual fund securities under a simplified prospectus -- Relief granted from the requirement in NI 41-101 to file a long form prospectus for exchange-traded fund securities, provided that a simplified prospectus is prepared and filed in accordance with NI 81-101 and the filer includes disclosure required pursuant to Form 41-101F2 that is not contemplated by Form 81-101F1 in respect of the exchange-traded fund securities -- Filer will file ETF Facts in the form prescribed by Form 41-101F4 in respect of exchange-traded fund securities of a fund and will file a Fund Facts in the form prescribed by Form 81-101F3 in respect of conventional mutual fund securities of a fund -- Technical relief granted from Parts 9, 10, and 14 of NI 81-102 to permit each fund to treat its exchange-traded fund securities and conventional mutual fund securities as separate mutual funds for the purpose of compliance with Parts 9, 10, and 14 of NI 81-102 -- Relief from requirement in section 59 of the Securities Act (Ontario) to include an underwriter's certificate in a mutual fund's prospectus in respect of exchange-traded securities of the fund -- Relief from take-over bid requirements of NI 62-104 in respect of normal-course purchases of exchange-traded securities of a mutual fund through a marketplace -- Subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 59(1) and 147.

National Instrument 41-101 General Prospectus Requirements, ss. 3.1(2), 5.9(1), and 19.1.

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1.

National Instrument 81-102 Investment Funds, ss. 2.6(1)(a)(i), 19.1, and Parts 9, 10, and 14.?

March 12, 2026

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF MIDDLEFIELD LIMITED AND MIDDLEFIELD INCOME PLUS CLASS ETF SERIES (the Proposed Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from Middlefield Limited (the Filer) on behalf of the Proposed Funds and any future investment funds (the Future Funds, collectively with the Proposed Funds, the Funds, and each, individually a Fund) of which the Filer is the manager and which will offer ETF Securities (as defined below), either alone or along with Mutual Fund Securities (as defined below), for a decision under the securities legislation of the Jurisdiction (the Legislation) that:

(a) exempts the Filer and each Fund from the requirement in subsection 3.1(2) of NI 41-101 (as defined below) to prepare and file a long form prospectus for the ETF Securities in the form prescribed by Form 41-101F2 (as defined below), provided that the Filer files (i) a simplified prospectus for the ETF Securities in accordance with the provisions of NI 81-101 (as defined below), other than the requirements pertaining to the filing of a Fund Facts (as defined below) and (ii) an ETF Facts (as defined below) in accordance with Part 3B of NI 41-101 (the ETF Prospectus Form Relief);

(b) permits the Filer and each Fund that offers both ETF Securities and Mutual Fund Securities to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with the provisions of Parts 9, 10 and 14 of NI 81-102 (the Sales and Redemptions Relief);

(c) exempts the Filer and each Fund from the requirement in subsection 5.9(1) of NI 41-101 and subsection 59(1) of the Securities Act (Ontario) to include a certificate of an underwriter in the prospectus of an investment fund offering ETF Securities (the Underwriter's Certificate Relief); and

(d) exempts a person or company purchasing ETF Securities in the normal course through the facilities of the TSX (as defined below) or another Marketplace (as defined below) from the Take-Over Bid Requirements (as defined below) (the Take-Over Bid Relief)

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(i) the Ontario Securities Commission is the principal regulator for this application; and

(ii) 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 Ontario (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Affiliate Dealer means a registered dealer that is an affiliate of an Authorized Dealer or Designated Broker and that participates in the re-sale of Creation Units (as defined below) from one or more Funds from time to time.

Authorized Dealer means a registered dealer that has entered, or intends to enter, into an agreement with the manager of a Fund authorizing the dealer to subscribe for, purchase and redeem Creation Units from the Fund on a continuous basis from time to time.

Basket of Securities means, in relation to a Fund, a group of securities or assets representing the constituents of the Fund.

Cboe means Cboe Canada Inc.

Designated Broker means a registered dealer that has entered, or intends to enter, into an agreement with the Filer to perform certain duties in relation to the ETF Securities, including the posting of a liquid two-way market for the trading of the Fund's ETF Securities on the TSX, Cboe or another Marketplace.

ETF Facts means a prescribed summary disclosure document required pursuant to NI 41-101, in the form prescribed by Form 41-101F4, in respect of one or more series of ETF Securities being distributed under a prospectus.

ETF Securities means securities of an exchange-traded series of a Fund that are listed or will be listed on the TSX, Cboe or another Marketplace and that, subject to the terms of this decision, will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

Form 41-101F2 means Form 41-101F2 Information Required in an Investment Fund Prospectus.

Form 41-101F4 means Form 41-101F4 Information Required in an ETF Facts Document.

Form 81-101F1 means Form 81-101F1 Contents of Simplified Prospectus.

Form 81-101F3 means Form 81-101F3 Contents of Fund Facts Document.

Fund Facts means a prescribed summary disclosure document required pursuant to NI 81-101 in the form prescribed by Form NI 81-101F3, in respect of one or more series of Mutual Fund Securities being distributed under a simplified prospectus.

Marketplace means a "marketplace" as defined in National Instrument 21-101 Marketplace Operation that is located in Canada.

Mutual Fund Securities means securities of a non-exchange-traded series of a Fund that are or will be distributed pursuant to a simplified prospectus prepared in accordance with NI 81-101 and Form 81-101F1.

NI 41-101 means National Instrument 41-101 General Prospectus Requirements.

NI 81-101 means National Instrument 81-101 Mutual Fund Prospectus Disclosure.

Other Dealer means a registered dealer that acts as authorized dealer or designated broker to exchange-traded funds that are not managed by the Filer.

Prescribed Number of ETF Securities means, in relation to a Fund, the number of ETF Securities of the Fund determined by the Filer from time to time for the purpose of subscription orders, exchanges, redemptions or for other purposes.

Prospectus Delivery Requirement means the requirement that a dealer, not acting as agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which the prospectus requirement of the Legislation applies, send or deliver to the purchaser or its agent, unless the dealer has previously done so, the latest prospectus and any amendment either before entering into an agreement of purchase and sale resulting from the order or subscription, or not later than midnight on the second business day after entering into that agreement.

Securityholders means beneficial or registered holders of ETF Securities or Mutual Fund Securities, as applicable.

Take-Over Bid Requirements means the requirements of National Instrument 62-104 Takeover Bids and Issuer Bids relating to take-over bids, including the requirement to file a report of a take-over bid and to pay the accompanying fee, in each Jurisdiction.

TSX means the Toronto Stock Exchange.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation organized under the laws of the Province of Alberta, with its head office located in Toronto, Ontario.

2. The Filer is registered in the categories of (a) exempt market dealer in the Provinces of Alberta, Newfoundland and Labrador, Nova Scotia, Ontario and Quebec; (b) portfolio manager in the Provinces of Alberta, Newfoundland and Labrador, Nova Scotia, Ontario and Quebec; and (c) investment fund manager in the Provinces of Alberta, Newfoundland and Labrador, Ontario and Quebec.

3. The Filer is the manager of certain existing mutual funds and will be the manager of the Funds.

4. Neither the Filer, nor any of the Proposed Funds are in default of securities legislation in any of the Jurisdictions.

The Funds

5. Each Fund is, or will be, a mutual fund structured as a trust or a corporation or a class or series thereof. Each Fund is, or will be, a reporting issuer in the Jurisdiction(s) in which its securities are distributed.

6. The Proposed Funds will offer ETF Securities and may also offer Mutual Fund Securities.

7. The Funds are or will be governed by the provisions of NI 81-102, subject to any exemption therefrom that has been, or may be, granted by the applicable securities regulatory authorities. Securityholders will have the right to vote at a meeting of Securityholders in respect of matters prescribed by NI 81-102.

8. The Filer will apply to list the ETF Securities of the Funds on the TSX, Cboe or another Marketplace and will not file a simplified prospectus for any of the Funds in respect of the ETF Securities until the TSX, Cboe or other applicable Marketplace has conditionally approved the listing of the ETF Securities.

9. Mutual Fund Securities, if any, of the Funds will not be listed on the TSX, Cboe or another Marketplace.

10. Mutual Fund Securities, if any, will be subscribed for or purchased directly from a Fund through registered dealers.

11. ETF Securities will be distributed on a continuous basis in one or more of the Jurisdictions under a prospectus. ETF Securities may generally only be subscribed for or purchased directly from the Funds (Creation Units) by Authorized Dealers or Designated Brokers. Generally, subscriptions or purchases may only be placed for a Prescribed Number of ETF Securities (or a multiple thereof) on any day when there is a trading session on the TSX, Cboe or other Marketplace. Authorized Dealers or Designated Brokers subscribe for Creation Units for the purpose of facilitating investor purchases of ETF Securities on the TSX, Cboe or another Marketplace.

12. In addition to subscribing for and re-selling Creation Units, Authorized Dealers, Designated Brokers and Affiliate Dealers will also generally be engaged in purchasing and selling ETF Securities of the same series as the Creation Units in the secondary market. Other Dealers may also be engaged in purchasing and selling ETF Securities of the same series as the Creation Units in the secondary market despite not being an Authorized Dealer, Designated Broker or Affiliate Dealer.

13. Each Designated Broker or Authorized Dealer that subscribes for Creation Units must deliver, in respect of each Prescribed Number of ETF Securities to be issued, a Basket of Securities and/or cash in an amount sufficient so that the value of the Basket of Securities and/or cash delivered is equal to the net asset value of the ETF Securities subscribed for next determined following the receipt of the subscription order. In the discretion of the Filer, the Funds may also accept subscriptions for Creation Units in cash only, in securities other than Baskets of Securities and/or in a combination of cash and securities other than Baskets of Securities, in an amount equal to the net asset value of the ETF Securities subscribed for next determined following the receipt of the subscription order.

14. Upon notice given by the Filer from time to time and, in any event, not more than once quarterly, a Designated Broker may be contractually required to subscribe for Creation Units of a Fund for cash in an amount not to exceed a specified percentage of the net asset value of the Fund or such other amount established by the Filer.

15. The Designated Brokers and Authorized Dealers will not receive any fees or commissions in connection with the issuance of Creation Units to them. On the issuance of Creation Units, the Filer or a Fund may, in the Filer's discretion, charge a fee to a Designated Broker or an Authorized Dealer to offset the expenses incurred in issuing the Creation Units.

16. Each Fund will appoint a Designated Broker to perform certain other functions, which include standing in the market with a bid and ask price for ETF Securities for the purpose of maintaining liquidity for the ETF Securities.

17. Except for Authorized Dealer and Designated Broker subscriptions for Creation Units, as described above, and other distributions that are exempt from the Prospectus Delivery Requirement under the Legislation, ETF Securities generally will not be able to be purchased directly from a Fund. Investors are generally expected to purchase and sell ETF Securities, directly or indirectly, through dealers executing trades through the facilities of the TSX, Cboe or another Marketplace. ETF Securities may also be issued directly to Securityholders upon a reinvestment of distributions of income or capital gains.

18. Securityholders that are not Designated Brokers or Authorized Dealers that wish to dispose of their ETF Securities may generally do so by selling their ETF Securities on the TSX, Cboe or other Marketplace, through a registered dealer, subject only to customary brokerage commissions. A Securityholder that holds a Prescribed Number of ETF Securities or multiple thereof may exchange such ETF Securities for Baskets of Securities and/or cash in the discretion of the Filer. Securityholders may also redeem ETF Securities for cash at a redemption price equal to 95% of the closing price of the ETF Securities on the TSX, Cboe or other Marketplace on the date of redemption, subject to a maximum redemption price of the applicable net asset value per ETF Security.

ETF Prospectus Form Relief

19. The Filer believes it is more efficient and expedient to use a single prospectus form for its existing mutual funds and each Fund, and to include all of the series of each Fund, including ETF Securities and, if applicable Mutual Fund Securities of a Fund, in one prospectus form instead of two different prospectus forms. The Filer believes this presentation will assist in providing full, true and plain disclosure of all material facts relating to the securities of the Funds by permitting disclosure relating to all series of securities to be included in one prospectus. The Filer proposes to file simplified prospectuses in respect of the Proposed Funds and Future Funds, as this is the prospectus form the Filer uses for its existing mutual funds.

20. The Filer will ensure that any disclosure included in the simplified prospectus relating to the ETF Securities will not interfere with an investor's ability to differentiate between the ETF Securities and the Mutual Fund Securities, if any, and their respective attributes.

21. The Funds will file ETF Facts in the form prescribed by Form 41-101F4 in respect of ETF Securities and will file Fund Facts in the form prescribed by Form 81-101F3 in respect of any Mutual Fund Securities.

22. The Funds will comply with the provisions of NI 81-101 when filing any simplified prospectus or amendment thereto.

23. The Funds will comply with Part 3B of NI 41-101 when preparing ETF Facts for the ETF Securities.

Sales and Redemptions Relief

24. Parts 9, 10 and 14 of NI 81-102 do not contemplate both ETF Securities and Mutual Fund Securities being offered in a single fund structure. Accordingly, without the Sales and Redemptions Relief, the Filer and the Funds would not be able to technically comply with those parts of the Instrument.

25. The Sales and Redemptions Relief will permit the Filer and the Funds to treat the ETF Securities and the Mutual Fund Securities as if such securities were separate funds in connection with their compliance with Parts 9, 10 and 14 of NI 81-102 and will enable each of the ETF Securities and Mutual Fund Securities to comply with Parts 9, 10 and 14 of NI 81-102 as appropriate for the type of security being offered.

Underwriter's Certificate Relief

26. Authorized Dealers and Designated Brokers will not provide the same services in connection with a distribution of Creation Units as would typically be provided by an underwriter in a conventional underwriting.

27. The Filer will generally conduct its own marketing, advertising and promotion of the Funds.

28. The Authorized Dealers and Designated Brokers will not be involved in the preparation of a Fund's prospectus, will not perform any review or any independent due diligence as to the content of a Fund's prospectus, and will not incur any marketing costs or receive any underwriting fees or commissions from the Funds or the Filer in connection with the distribution of ETF Securities. The Authorized Dealers and Designated Brokers generally seek to profit from their ability to create and redeem ETF Securities by engaging in arbitrage trading to capture spreads between the trading prices of ETF Securities and their underlying securities and by making markets for their clients to facilitate client trading in ETF Securities.

29. In addition, neither the Filer nor the Funds will pay any fees or commissions to the Designated Brokers and Authorized Dealers. As the Designated Brokers and Authorized Dealers will not receive any remuneration in connection with distributing ETF Securities and as the Authorized Dealers will change from time to time, it is not practical to provide an underwriter's certificate in the prospectus of the Funds.

Take-Over Bid Relief

30. As equity securities that will trade on the TSX, Cboe or another Marketplace, it is possible for a person or company to acquire such number of ETF Securities so as to trigger the application of the Take-Over Bid Requirements. However:

(a) it will be difficult for one or more Securityholders to exercise control or direction over a Fund, as the terms attaching to the ETF Securities will not carry voting rights (other than in limited situations prescribed by statute);

(b) it will be difficult for the purchasers of ETF Securities to monitor compliance with the Take-Over Bid Requirements because the number of outstanding ETF Securities will always be in flux as a result of the ongoing issuance and redemption of ETF Securities by each Fund; and

(c) the way in which the ETF Securities will be priced deters anyone from either seeking to acquire control or offering to pay a control premium for outstanding ETF Securities because pricing for each ETF Security will generally reflect the net asset value of the ETF Securities.

31. The application of the Take-Over Bid Requirements to the Funds would have an adverse impact on the liquidity of the ETF Securities because they could cause the Designated Brokers and other large Securityholders to cease trading ETF Securities once the Securityholder has reached the prescribed threshold at which the Take-Over Bid Requirements would apply. This, in turn, could serve to provide conventional mutual funds with a competitive advantage over the Funds.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator is that the Exemption Sought is granted provided that:

1. in respect of the ETF Prospectus Form Relief, the Filer complies with the following conditions:

(a) the Filer files a simplified prospectus in respect of the ETF Securities in accordance with the requirements of NI 81-101 and Form 81-101F1, other than the requirements pertaining to the filing of a Fund Facts document;

(b) the Filer includes disclosure required pursuant to Form 41-101F2 (that is not contemplated by Form 81-101F1) in respect of the ETF Securities in a Fund's simplified prospectus; and

(c) the Filer includes disclosure regarding this decision under the heading "Exemptions and Approvals" in a Fund's simplified prospectus, and

2. in respect of the Sales and Redemptions Relief, the Filer and each Fund comply with the following conditions:

(a) with respect to its Mutual Fund Securities, each Fund complies with the provisions of Parts 9, 10 and 14 of NI 81-102 that apply to mutual funds that are not exchange-traded mutual funds; and

(b) with respect to its ETF Securities, each Fund complies with the provisions of Parts 9 and 10 of NI 81-102 that apply to exchange-traded mutual funds.

Application File #: 2026-39

SEDAR+ File #: 6385949

Trenchant Technologies Capital Corp.

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 62-104 Take-Over Bids and Issuer Bids, s. 6.1 -- The issuer will acquire securities as part of a commercial agreement; the acquisition is not an independent transaction in which the issuer is repurchasing its own securities from one security holder in preference to other shareholders; the agreement was negotiated at arm's length between the issuer and the transferring security holders; the value of the consideration being paid to the transferring security holders will not exceed the market value of the securities being acquired by the issuer at the time of such acquisition.

Applicable Legislative Provisions

National Instrument 62-104 Take-Over Bids and Issuer Bids, s. 6.1.

Citation: 2026 BCSECCOM 87

March 13, 2026

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF TRENCHANT TECHNOLOGIES CAPITAL CORP. (the Filer)

DECISION

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the requirements applicable to issuer bids in Part 2 of NI 62-104 Take-Over Bids and Issuer Bids (NI 62-104) in respect of the proposed purchase by the Filer of an aggregate of 10,000,000 Consideration Shares (as defined below) and 10,000,000 Consideration Warrants (as defined below) from the Selling Shareholders (as defined below) pursuant to an unwinding transaction (the Unwinding Transaction).

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 Ontario, and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 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.

Representations

¶ 3 This decision is based on the following facts represented by the Filer:

1. the Filer was incorporated under the Business Corporations Act (British Columbia) on December 17, 2009;

2. the Filer's head and registered office is located at Suite 2380, 1055 West Hastings Street, Vancouver, BC, V6E 2E9;

3. the Filer's common shares are listed on the Canadian Securities Exchange (CSE) under the trading symbol AITT;

4. the Filer is an investment issuer focused on supporting transformative ventures in artificial intelligence, quantum computing and next-generation cybersecurity poised to reshape legacy industries;

5. the Filer is a reporting issuer in Alberta, British Columbia, Manitoba, Ontario and Saskatchewan, and is not in default of any requirements of securities legislation in the jurisdictions in which it is a reporting issuer;

6. the authorized capital of the Filer consists of an unlimited number of common shares of the Filer (the Common Shares); as of February 10, 2026, there were 75,761,286 Common Shares issued and outstanding;

7. as of February 10, 2026, the Filer had 15,550,000 warrants outstanding, 5,100,000 exercisable at $0.50, with 150,000 expiring April 17, 2026, 2,600,000 expiring April 29, 2026, 1,750,000 expiring on July 29, 2026, 200,000 expiring August 26, 2026 and 400,000 expiring September 19, 2026; 450,000 warrants are exercisable at $0.26 expiring on April 25, 2026 and 10,000,000 warrants are exercisable at $0.08 expiring on April 25, 2028;

8. on April 25, 2025, the Filer acquired (the Acquisition) all of the issued and outstanding common shares (the Limitless Shares) in the capital of Limitless Quantum Computing Solutions Inc. (Limitless), a British Columbia-based company developing a quantum-resistant blockchain security platform;

9. the Acquisition was completed pursuant to the terms of a Share Exchange Agreement (the Agreement) dated April 10, 2025, whereby the Filer acquired all of the outstanding Limitless Shares from the shareholders of Limitless (the Limitless Shareholders) in consideration for the issuance of an aggregate of 10,000,000 common shares (each, a Consideration Share) in the capital of the Filer at a deemed price of $0.06 per Consideration Share and 10,000,000 share purchase warrants (each, a Consideration Warrant) to the Limitless Shareholders on a pro rata basis; each Consideration Warrant entitles the holder thereof to purchase one common share in the capital of the Filer at an exercise price of $0.08 for a period of three years;

10. no change of control of the Filer occurred as a result of the Acquisition and, as at closing, Limitless became a wholly owned subsidiary of the Filer;

11. the Filer and each Limitless Shareholder seek to enter into a share exchange agreement (the Repurchase Agreement) in respect of the repurchase of the Consideration Shares and Consideration Warrants (the Securities Repurchase); pursuant to the Repurchase Agreement, the Filer seeks to unwind the Acquisition, which will consist of:

(a) the transfer of the Limitless Shares to the Limitless Shareholders in exchange for the return to the Filer of the Consideration Shares and Consideration Warrants held by each Limitless Shareholder; and

(b) the assumption and settlement by the Limitless Shareholders of up to $55,000 of indebtedness (the Indebtedness) owed by Limitless.

12. following the completion of the Unwinding Transaction, all business relationships between the Filer and the Limitless Shareholders will have been terminated, and all liabilities among them settled; following the completion of the Unwinding Transaction, the Filer understands that the Limitless Shareholders will not have any interests in the Filer;

13. the terms of the Unwinding Transaction (including the Securities Repurchase) were agreed to by the Filer and the Limitless Shareholders following arm's-length negotiations between them;

14. the Filer's board of directors (the Board) has unanimously determined, acting in good faith, that:

(a) as of the date of the most recent interim financial statements for the six months ended September 30, 2025 and 2024, the Filer's interest in Limitless was determined to be valued at $992,189;

(b) Limitless does not represent all or substantially all of the Filer's assets;

(c) there is no requirement, corporate or otherwise, to obtain shareholder approval for the Securities Repurchase or any aspect of the Unwinding Transaction;

(d) the Repurchase Agreement, the Securities Repurchase and the Unwinding Transaction are in the best interests of the Filer and its shareholders (other than the Limitless Shareholders);

(e) the terms of the Repurchase Agreement, the Securities Repurchase and the Unwinding Transaction are reasonable;

(f) the Securities Repurchase will not materially affect control of the Filer;

(g) the Securities Repurchase will not adversely affect the financial position of the Filer and, upon completion, will reduce the financial burden on the Filer resulting in a positive impact for the Filer's other shareholders;

(h) the Filer will continue to be in compliance with the CSE's continuous listing requirements following the completion of the Securities Repurchase;

(i) it is reasonable to conclude that, following the completion of the Securities Repurchase, there will be a market for holders of Common Shares that is not materially less liquid than the market that existed at the time the Repurchase Agreement was entered into; and

(j) the aggregate value of Limitless is equal to, or less than, the economic value represented by the Consideration Shares and Consideration Warrants.

15. the Securities Repurchase pursuant to the Unwinding Transaction will constitute an issuer bid for the purposes of NI 62-104; the Securities Repurchase cannot be made in reliance upon any of the exemptions in Part 4 of NI 62-104;

16. to the knowledge of the Filer, the Limitless Shareholders are located in, and all of the Consideration Shares and Consideration Warrants are held in, Ontario, British Columbia, Nevada, Texas and Portugal;

17. none of the Limitless Shareholders is: (a) a related party of the Filer (as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions), or (b) in possession of material non-public information in respect of the Filer;

18. the Securities Repurchase is an integral part of the Unwinding Transaction and none of the Limitless Shareholders are receiving any cash in exchange for the Consideration Shares and Consideration Warrants or as part of the Unwinding Transaction;

19. each Limitless Shareholder will be a party to the Repurchase Agreement to which they will subscribe for interests in Limitless concurrent with the completion of the Unwinding Transaction;

20. the Filer believes that the sale of Limitless can only be appropriately completed with the Limitless Shareholders due to their longstanding involvement, deep expertise and familiarity with the operations and strategic direction of Limitless; it is not possible for the Filer to offer to acquire Common Shares from all holders of Common Shares on the same terms and conditions as those contemplated by the Repurchase Agreement;

21. the purpose of the Securities Repurchase is not to give preferential treatment to the Limitless Shareholders or to provide a method for the Filer to purchase the Consideration Shares and Consideration Warrants, but rather to facilitate the sale of Limitless and realize the value of such interest for the benefit of the Filer and its shareholders, and to improve the Filer's financial condition;

22. the Unwinding Transaction is subject to: (a) the receipt of all required consents and approvals, including the approval of the CSE, if applicable; and (b) receipt of this Order;

23. the Consideration Shares are being returned to the Filer for cancellation for consideration equal to the value of the Limitless Shares, being consideration not greater in any material respect to the market price of the Common Shares on the CSE on the date the Repurchase Agreement will be entered into, especially due to the fact that Limitless is a private company with no working capital and no immediate source of funding; the Consideration Warrants are being cancelled for no consideration;

24. other than the Consideration Shares and Consideration Warrants, the Filer has no plans to repurchase any Common Shares, including from the Limitless Shareholders or any non-participants; and

25. shareholders of the Filer not offered the opportunity to sell their Common Shares to the Filer as part of the Securities Repurchase are otherwise entitled to sell their Common Shares into the market for cash proceeds.

Decision

¶ 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:

(a) the Filer issues and files a press release on SEDAR+ disclosing that the Filer has been granted the Exemption Sought prior to, or concurrent with, the closing of the Securities Repurchase;

(b) as at the time of the closing of the Securities Repurchase, the Board remains of the view that the Securities Repurchase and Unwinding Transaction are in the best interests of the Filer and its shareholders, and that the terms of each of them are reasonable;

(c) as at the time of the closing of the Securities Repurchase, the per-share purchase price is not greater than the market price (determined in accordance with NI 62-104) of the Common Shares;

(d) the assumption and settlement by the Limitless Shareholders of the Indebtedness owed by Limitless has been completed; and

(e) all approvals and/or consents required in respect of the Unwinding Transaction have been obtained and not revoked.

Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Failure to File Cease Trade Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

Outstanding Management & Insider Cease Trading Orders

Rules and Policies

OSC Rule 93-501 Exemption Involving Certain Foreign-Advised or Foreign-Managed Investment Funds that Qualify as an Eligible Derivatives Party under National Instrument 93-101 Derivatives: Business Conduct

ONTARIO SECURITIES COMMISSION RULE 93-501 EXEMPTION INVOLVING CERTAIN FOREIGN-ADVISED OR FOREIGN-MANAGED INVESTMENT FUNDS THAT QUALIFY AS AN ELIGIBLE DERIVATIVES PARTY UNDER NATIONAL INSTRUMENT 93-101 DERIVATIVES: BUSINESS CONDUCT

PART 1 DEFINITIONS

1. Definitions

(1) In this Rule,

"Act" means the Securities Act, R.S.O. 1990, c. S.5, as amended from time to time;

(2) Terms used in this Rule that are defined in the Act and in National Instrument 93-101 Derivatives: Business Conduct have the same meaning if used in this Rule, unless otherwise defined in this Rule.

PART 2 EXEMPTION INVOLVING CERTAIN FOREIGN-ADVISED OR FOREIGN-MANAGED INVESTMENT FUNDS THAT QUALIFY AS AN ELIGIBLE DERIVATIVES PARTY UNDER NATIONAL INSTRUMENT 93-101 DERIVATIVES: BUSINESS CONDUCT

2. (1) A derivatives firm is exempt from the provisions of National Instrument 93-101 Derivatives: Business Conduct, in relation to a transaction with a derivatives party, if the derivative party is an investment fund that is:

(a) managed by the equivalent of a registered or authorized investment fund manager under the securities legislation or under the commodities futures legislation of a foreign jurisdiction, or

(b) advised by the equivalent of a registered or authorized adviser under the securities legislation or under the commodities futures legislation of a foreign jurisdiction,

(2) The exemption in 2(1) does not apply in respect of the following of National Instrument 93-101 Derivatives: Business Conduct:

(a) Division 1 [General obligations towards all derivatives parties] of Part 3 [Dealing with or advising derivatives parties];

(b) section 24 [Interaction with other Instruments] and 25 [Segregating derivatives party assets];

(c) subsection 28(1) [Content and delivery of transaction information];

(d) Part 5 [Compliance and recordkeeping].

PART 3 EFFECTIVE DATE

3. This Rule comes into force on March 28, 2026.

IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06408187

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06409625

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06407823

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06407279

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06391839

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06381690

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06268353

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06390423

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06387626

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06371782

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Issuer Name:

Principal Regulator:

Type and Date:

Filing #: 06322613

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NON-INVESTMENT FUNDS

Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06408931

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06408451

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06406773

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06407449

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

WarrantsFiling #: 06408019

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06407389

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06402012

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06381488

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06336024

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06373240

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06161757

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Issuer Name:

Principal Regulator:

Type and Date:

Offering Price and Description:

Filing #: 06394675

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Registrations

Registrants

CIRO, Marketplaces, Clearing Agencies and Trade Repositories

CIRO

Canadian Investment Regulatory Organization (CIRO) -- Approval of the CIRO Application regarding use of the CIRO Restricted Fund for the Disgorgement Distribution Program -- Notice of Commission Order

NOTICE OF COMMISSION ORDER

CANADIAN INVESTMENT REGULATORY ORGANIZATION (CIRO)

APPROVAL OF THE CIRO APPLICATION REGARDING USE OF THE CIRO RESTRICTED FUND FOR THE DISGORGEMENT DISTRIBUTION PROGRAM

The Ontario Securities Commission issued an order pursuant to section 21.1(4) of the Securities Act (Ontario) to allow CIRO limited access to the CIRO Restricted Fund for the purposes of the Disgorgement Distribution Program in accordance with subparagraph 16(1)(a)(v) of the terms and conditions in Appendix A of the CIRO Recognition Order.

The order is also published on the OSC website and in Chapter B.2 of the OSC Bulletin, dated March 19, 2026.

In addition, the Alberta Securities Commission; the Autorité des marchés financiers; the British Columbia Securities Commission; the Manitoba Securities Commission; the Financial and Consumer Services Commission of New Brunswick; the Office of the Superintendent of Securities, Digital Government and Service Newfoundland and Labrador; the Office of the Superintendent of Securities, Northwest Territories; the Nova Scotia Securities Commission; the Office of the Superintendent of Securities, Nunavut; the Prince Edward Island Office of the Superintendent of Securities; the Financial and Consumer Affairs Authority of Saskatchewan; and the Office of the Yukon Superintendent of Securities issued analogous approvals.

Canadian Investment Regulatory Organization (CIRO) -- Amendments to the Mutual Fund Dealer Rules Respecting Disgorgement -- Notice of Commission Approval

NOTICE OF COMMISSION APPROVAL

CANADIAN INVESTMENT REGULATORY ORGANIZATION (CIRO)

AMENDMENTS TO THE MUTUAL FUND DEALER RULES RESPECTING DISGORGEMENT

The Ontario Securities Commission has approved CIRO's proposed amendments to section 7.4.1 of the Mutual Fund Dealer (MFD) Rules to specifically provide for disgorgement, in order for the MFD Rules to conform with the Investment Dealer and Partially Consolidated Rules (the Amendments).

CIRO published the Amendments for comment on August 21, 2025 and 11 comment letters were received. A summary of the comments received and CIRO's responses was provided in the CIRO Approval/Implementation Bulletin and no changes were made to the Amendments.

A copy of the CIRO Approval/Implementation Bulletin, including text of the Amendments, can be found at www.osc.ca.

The Amendments will be effective April 1, 2026.

In addition, the Alberta Securities Commission; the Autorité des marchés financiers; the British Columbia Securities Commission; the Manitoba Securities Commission; the Financial and Consumer Services Commission of New Brunswick; the Office of the Superintendent of Securities, Digital Government and Service Newfoundland and Labrador; the Office of the Superintendent of Securities, Northwest Territories; the Nova Scotia Securities Commission; the Office of the Superintendent of Securities, Nunavut; the Prince Edward Island Office of the Superintendent of Securities; the Financial and Consumer Affairs Authority of Saskatchewan; and the Office of the Yukon Superintendent of Securities have either not objected to or have approved the Amendments.

Clearing Agencies

Canadian Derivatives Clearing Corporation (CDCC) -- Proposed Amendments to the CDCC Rules and Risk Manual to Introduce FTSE Canada Bank Credit Index Futures -- Notice of Technical/Housekeeping Rule Submission

CANADIAN DERIVATIVES CLEARING CORPORATION (CDCC)

NOTICE OF TECHNICAL/HOUSEKEEPING RULE SUBMISSION

PROPOSED AMENDMENTS TO THE CDCC RULES AND RISK MANUAL TO INTRODUCE FTSE CANADA BANK CREDIT INDEX FUTURES

In accordance with the Rule Protocol between the Ontario Securities Commission (Commission) and the Canadian Derivatives Clearing Corporation (CDCC), CDCC has submitted to the Commission the proposed amendments to the CDCC Rules and Risk Manual related to the introduction of FTSE Canada Bank Credit Index Futures.

The proposed amendments include provisions relating to the listing of FTSE Canada Bank Credit Index Futures and provide for the clearing of such contracts in a manner consistent with other futures contracts cleared by CDCC.

CDCC has determined that the amendments will become effective on April 7, 2026.

The CDCC Notice has been posted on CDCC's website.

Other Information

Consents

Verdera Energy Corp. (formerly, POCML 7 Inc.) -- s. 21(b) of Ont. Reg. 398/21 of the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).

IN THE MATTER OF ONTARIO REGULATION 398/21, AS AMENDED (the "Regulation") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO) R.S.O. 1990, C. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF VERDERA ENERGY CORP. (formerly, POCML 7 INC.)

CONSENT

(Subsection 21(b) of the Regulation)

UPON the application (the Application) of Verdera Energy Corp. (formerly, POCML 7 Inc.) (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission, pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the Province of British Columbia pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant was incorporated under the laws of the Province of Ontario by filing articles of incorporation on December 31, 2021 under the name POCML 7 Inc. On February 19, 2026, the Applicant changed its name to Verdera Energy Corp. in connection with the successful completion of its "Qualifying Transaction" pursuant to TSX Venture Exchange (TSXV) Policy 2.4 -- Capital Pool Companies (the Qualifying Transaction).

3. The registered office of the Applicant is located at 130 King Street West, Suite 2210, Toronto, Ontario, Canada, M5X 1E4. Following the Qualifying Transaction, the head office of the Applicant is located at #250 -- 750 West Pender Street, Suite 250, Vancouver, British Columbia, Canada, V6C 2T7.

4. The Applicant's common shares (the Common Shares) are listed and posted for trading on the TSXV under the symbol "V" and, as at March 3, 2026, the Applicant had 75,727,993 common shares issued and outstanding.

5. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue into the Province of British Columbia as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57 (the BCBCA).

6. For corporate and administrative reasons, the Applicant is of the view it would be appropriate to pursue the Continuance as, following the Qualifying Transaction, the Applicant's head office is located in British Columbia and certain business functions are carried out therein.

7. Following the Continuance, the Applicant's head office will continue to be located at #250 -- 750 West Pender St., Vancouver, British Columbia, V6C 2T7, Canada and its registered and records office will be relocated to #1200 -- 750 West Pender St., Vancouver, British Columbia, V6C 2T8.

8. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those under the OBCA.

9. The Applicant is a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the Securities Act) and the securities legislation of each of the provinces of Alberta and British Columbia (together with the Securities Act, the Legislation) and intends to remain a reporting issuer in the provinces of Ontario, Alberta and British Columbia following the Continuance.

10. The Applicant is not in default under any provision of the OBCA or the Legislation, including any of the rules or regulations made thereunder.

11. The Applicant is not subject to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding, under the OBCA or the Legislation.

12. The Applicant is not in default of any provision of the rules, regulations or policies of the TSXV.

13. The Common Shares of the Applicant will continue to be listed on the TSXV following the Continuance.

14. Prior to the completion of the Qualifying Transaction, the Commission was the principal regulator of the Applicant.

15. Following the completion of the Qualifying Transaction, the British Columbia Securities Commission (BCSC) is the principal regulator of the Applicant. The BCSC will continue to be the principal regulator of the Applicant after the Continuance.

16. The Applicant's management information circular dated December 8, 2025 (the Information Circular) provided to shareholders of the Applicant (the Shareholders) in connection with the annual and special meeting of Shareholders held on January 8, 2026 (the Meeting) described the proposed Continuance and disclosed the reasons for it and its implications. The Information Circular included a summary of the material differences between the applicable laws of the OBCA and the BCBCA and advised the Shareholders of their dissent rights in connection with the proposed Continuance pursuant to section 185 of the OBCA.

17. The Shareholders authorized the Continuance at the Meeting by a special resolution approved by 99.92% of the votes cast at the Meeting. No Shareholder exercised dissent rights pursuant to section 185 of the OBCA.

18. Pursuant to subsection 21(b) of the Regulation, an application for authorization to continue into another jurisdiction under section 181 of the OBCA must, in the case of an "offering corporation" (as that term is defined in the OBCA), be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto on this 11th day of March, 2026.

OSC File #: 2026/0099