Ontario Securities Commission Bulletin
Issue 49/12 - March 26, 2026
Ont. Sec. Bull. Issue 49/12
• Ontario Securities Commission and Trevor Rosborough -- s. 127(1)
• Ontario Securities Commission and Nayeem Alli
• Ontario Securities Commission and Trevor Rosborough
• Ontario Securities Commission et al.
• Notice of Correction -- Letko, Brosseau & Associates Inc. et al.
• Letko, Brosseau & Associates Inc. et al.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Ontario Securities Commission and Trevor Rosborough -- s. 127(1)
FILE NO.: 2026-1
BETWEEN:
Subsection 127(1) of the Securities Act, RSO 1990, c S.5
PROCEEDING TYPE: Public Settlement Hearing
HEARING DATE AND TIME: April 1, 2026, at 1:30 p.m.
LOCATION: By videoconference
The purpose of this hearing is to consider whether it is in the public interest for the Capital Markets Tribunal to approve the Settlement Agreement dated March 5, 2026, between the Ontario Securities Commission and Trevor Rosborough in respect of the application filed by the Commission dated March 18, 2026.
Any party to the proceeding may be represented by a representative at the hearing.
IF A PARTY DOES NOT ATTEND, THE HEARING MAY PROCEED IN THE PARTY'S ABSENCE AND THE PARTY WILL NOT BE ENTITLED TO ANY FURTHER NOTICE IN THE PROCEEDING.
This Notice of Hearing is also available in French on request of a party. Participation may be in either French or English. Participants must notify the Tribunal in writing as soon as possible if the participant is requesting a proceeding be conducted wholly or partly in French.
L'avis d'audience est disponible en français sur demande d'une partie, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Tribunal par écrit dès que possible si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.
Dated at Toronto this 19th day of March, 2026.
For more information
Please visit capitalmarketstribunal.ca or contact the Registrar at registrar@capitalmarketstribunal.ca.
BETWEEN:
(Subsections 127(1) of the Securities Act, RSO 1990 c S.5)
1. In response to breaches of Ontario securities law, the Capital Markets Tribunal (the Tribunal) may impose restrictions on respondents to protect Ontario investors and capital markets. These restrictions often include bans from acting as directors or officers of issuers. It is critical to fostering fair and efficient capital markets and confidence in capital markets that persons and companies comply with all terms and conditions of the Tribunal's orders, including these bans.
2. Trevor Rosborough contravened Ontario securities law by failing to comply with a director and officer ban imposed in a Tribunal order dated August 25, 2021 (the August 2021 Order). The August 2021 Order required Rosborough to resign from any positions he held as a director or officer of an issuer and prohibited him from becoming an officer or director of any issuer for a period of eight years. Rosborough remained a director and officer of two non-reporting issuers in contravention of the director and officer ban. A prohibition from acting as a director or officer of an issuer applies to any issuer, not just reporting issuers.
3. Compliance with Tribunal orders is essential to maintaining the integrity of Ontario's capital markets. When persons disregard the restrictions imposed on them by orders of the Tribunal, this undermines investor confidence and the fairness and efficiency of the capital markets.
The Ontario Securities Commission (the Commission) makes the following allegations of fact:
4. Rosborough is a resident of Strathroy, Ontario.
5. Rosborough was a respondent in Rosborough (Re), file number 2020-33. On August 25, 2021, the Tribunal made the August 2021 Order. Among other things, the August 2021 Order required Rosborough to resign from any positions he held as a director or officer of an issuer and prohibited him from becoming or acting as a director or officer of any issuer for a period of eight years (D&O Ban).
6. Rosborough became a director and officer of Masterpiece Financial Inc. (Masterpiece) on November 13, 2009, incorporated in Ontario on the same date. Rosborough remained a director and officer of Masterpiece after the August 2021 Order.
7. Rosborough became a director and officer of Thess518 Inc. (Thess518) on May 15, 2020, incorporated in Ontario on the same date. Rosborough remained a director and officer of Thess518 after the August 2021 Order.
8. The two corporations are issuers within the meaning of the Securities Act, R.S.O. 1990, c. S.5 (the Act).
9. Rosborough failed to comply with the D&O Ban for approximately three years.
10. On December 20, 2024, the Commission requested Rosborough to provide any evidence of his compliance with the D&O Ban.
11. Following the Commission's request, Rosborough resigned as a director and officer of Thess518 effective January 7, 2025, and as a director and officer of Masterpiece effective January 14, 2025.
The Commission alleges the following breach of Ontario securities law:
12. By remaining a director of the two issuers after the August 2021 Order, Rosborough breached the D&O Ban and acted contrary to the Order and did, thereby, contravene Ontario securities law and section 122(1)(c) of the Act, and it is in the public interest to issue an order pursuant to section 127 of the Act.
13. The Commission requests that the Tribunal make an order pursuant to subsection 127(1) of the Act to approve the settlement agreement between the Commission and Rosborough with respect to the matters set out herein.
DATED this 18th day of March, 2026.
ONTARIO SECURITIES COMMISSION |
|
20 Queen Street West, 22nd Floor |
|
Toronto, ON M5H 3S8 |
|
|
|
Susan Kimani |
|
Litigation Counsel |
|
Tel: 416-263-7717 |
|
Email: skimani@osc.ca |
|
|
|
Matthew McMurray |
|
Litigation Counsel |
|
Tel: (416) 595-8775 |
|
Email: mmcmurray@osc.ca |
|
Ontario Securities Commission and Nayeem Alli
FOR IMMEDIATE RELEASE
March 19, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated March 19, 2026 is available at capitalmarketstribunal.ca.
Subscribe to notices and other alerts from the Capital Markets Tribunal:
For Media Inquiries:
For General Inquiries:
Ontario Securities Commission and Trevor Rosborough
FOR IMMEDIATE RELEASE
March 20, 2026
TORONTO -- The Tribunal issued a Notice of Hearing on March 19, 2026 setting the matter down to be heard on April 1, 2026 at 1:30 p.m. or as soon thereafter as the hearing can be held in the above-named matter.
A copy of the Notice of Hearing dated March 19, 2026 and Application for Enforcement Proceeding dated March 18, 2026 are available at capitalmarketstribunal.ca.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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 23, 2026
TORONTO -- The Tribunal issued its Reasons for Decision in the above-named matter.
A copy of the Reasons for Decision dated March 20, 2026, is 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 23, 2026
TORONTO -- The merits hearing in the above-named matter is adjourned and will continue on March 24, 2026 at 10:00 a.m. The hearing on March 25, 2026, scheduled to commence at 10:00 a.m. will instead commence at 9:00 a.m.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
Subscribe to notices and other alerts from the Capital Markets Tribunal:
For Media Inquiries:
For General Inquiries:
FOR IMMEDIATE RELEASE
March 24, 2026
TORONTO -- The Tribunal issued its Reasons for Decision in the above-named matter.
A copy of the Reasons for Decision dated March 23, 2026 is 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 24, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated March 24, 2026 is available at capitalmarketstribunal.ca.
Subscribe to notices and other alerts from the Capital Markets Tribunal:
For Media Inquiries:
For General Inquiries:
Ontario Securities Commission and Nayeem Alli
BETWEEN:
File No. 2025-26
Adjudicator: |
M. Cecilia Williams |
March 19, 2026
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider the scheduling of a motion by the Ontario Securities Commission to strike a portion of the respondent Nayeem Alli's submissions on the basis of settlement privilege (Motion) and a request by the Commission to vary a deadline contained in the Tribunal's order dated January 30, 2026 (January 30 Order);
ON READING the correspondence of the Commission, and on considering that Alli did not oppose the request;
IT IS ORDERED THAT:
1. the Motion shall be heard in writing;
2. the parties shall adhere to the following schedule for the Motion:
a. by 4:30 p.m. on March 31, 2026, the Commission shall serve and file its affidavit evidence and its written submissions on the Motion;
b. by 4:30 p.m. on April 17, 2026, Alli shall serve and file his affidavit evidence and written responding submissions on the Motion, if any; and
c. by 4:30 p.m. on April 24, 2026, the Commission shall serve and file its reply affidavit evidence and written reply submissions on the Motion, if any.
3. paragraph 5(a) of the January 30 Order is varied as follows:
a. seven days following the disposition of the Motion, the Commission shall serve and file its reply written submissions on the merits, sanctions and costs, if any;
b. seven days following the delivery of the Commission's reply written submissions, Alli shall serve and file responding written submissions that are restricted to the impact of the Tribunal's decisions in Ontario Securities Commission v Carnie (File No. 2025-23) and Ontario Securities Commission v Namburi (File No. 2025-24) on this proceeding, if any.
Ontario Securities Commission et al.
File No. 2025-15
Adjudicators: |
Geoffrey D. Creighton (chair of the panel) |
Alan Stewart |
March 24, 2026
WHEREAS on March 24, 2026, the Capital Markets Tribunal held a hearing by videoconference;
ON HEARING the submissions of the representatives for the Ontario Securities Commission and for the respondents;
IT IS ORDERED THAT:
1. by 4:30 p.m. on September 3, 2026, each party shall serve all other parties with a book of documents containing copies of the documents, and identifying the other things, that each party intends to produce or enter as evidence at the merits hearing in this matter;
2. by 4:30 p.m. on September 11, 2026:
a. each party shall advise all other parties of any issues about the authenticity or admissibility of documents contained in the books of documents; and
b. each party shall provide to the Registrar a completed copy of the Hearing Participant Checklist;
3. a further case management hearing in this matter is scheduled for September 18, 2026, at 10:00 a.m., by videoconference, or as may be agreed to by the parties and set by the Governance & Tribunal Secretariat; and
4. the merits hearing shall commence on October 19, 2026, at 10:00 a.m., at the Capital Markets Tribunal located at 20 Queen Street West, 17th Floor, Toronto, Ontario, and continue on October 20, 21, 22, 26, 27, 28 and 29, 2026, commencing at 10:00 a.m. on each day, or as may be agreed to by the parties and set by the Governance & Tribunal Secretariat.
Ontario Securities Commission et al.
Citation: Ontario Securities Commission v Emerge Canada Inc, 2026 ONCMT 14
Date: 2026-03-20
File No. 2025-7
BETWEEN:
Adjudicators: |
Andrea Burke (chair of the panel) |
|
James D.G. Douglas |
||
Sandra Blake |
||
|
||
Hearing: |
In writing, final written submissions due on February 13, 2026 |
|
|
||
Appearances: |
Khrystina McMillan Matthew |
For the Ontario Securities Commission |
McMurray |
||
|
||
Lisa Langley |
For herself and for Emerge Canada Inc. |
|
|
||
Eric Brousseau |
For Desmond Alvares |
|
|
||
Adam Chisholm |
For Marie Rounding and Monique Hutchins |
|
Jennie Baek |
||
|
||
Rahul Shastri |
For Bruce Friesen |
|
[1] The Ontario Securities Commission brought a motion in writing for an order that certain opinion evidence of expert witnesses proposed to be called by the respondents, Emerge Canada Inc. and Lisa Langley, be ruled inadmissible at the merits hearing in this proceeding. For the following reasons, we granted the motion, in part, and dismissed the motion, in part.{1} We granted the motion in part where the Commission satisfied us that the proposed expert evidence was not relevant to the allegations against Emerge Canada or Langley. Our dismissal of the motion in part was with respect to proposed expert testimony that may be relevant and where we are not, at this stage of the proceeding, prepared to rule on its admissibility. Our dismissal in part was without prejudice to any party's ability to raise or renew objections to the admissibility of any expert opinion evidence that Emerge Canada and Langley proffer at the merits hearing which has not otherwise been excluded by our ruling on this motion.
[2] The Commission alleges in the Application for Enforcement Proceeding (AEP) that:
a. Emerge Canada was an investment fund manager and portfolio manager that, during the relevant period, was the trustee and manager of six publicly traded funds.
b. Shortly after the launch of the funds, Emerge Canada repeatedly caused the funds to transfer money to the bank accounts of Emerge Canada and its US affiliate.
c. In making the transfers, Emerge Canada:
i. breached its standard of care as an investment fund manager;
ii. failed to comply with its obligations respecting conflicts of interest;
iii. caused impermissible loans to be made by the funds;
iv. failed to maintain an adequate system of controls and supervision; and
v. failed to maintain proper books and records.
[3] The Commission alleges that Langley:
a. failed to meet her obligations as the Chief Compliance Officer and Ultimate Designated Person of Emerge Canada; and
b. authorized, permitted or acquiesced in Emerge Canada's breaches of Ontario securities law.
[4] The Commission delivered a Motion Record and Reply Motion Record.{2} Emerge Canada and Langley did not file evidence or a motion record. The other respondents to this proceeding did not take a position about the proposed expert evidence of Emerge Canada and Langley and did not file any materials.
[5] Following a case management hearing held on July 29, 2025, the Tribunal issued an order{3} requiring, among other things, that each respondent indicate any intention to call an expert witness, including providing the expert's name and the issues on which the expert will be testifying, by October 31, 2025.
[6] On October 29, 2025, Langley emailed the Tribunal Registrar on her own behalf and on behalf of Emerge Canada, requesting an extension of the October 31st deadline. A formal motion was filed on October 31.
[7] On November 6, 2025, the Tribunal held a hearing to address the motion. Following the hearing, the Tribunal issued an order{4} extending the deadline for Emerge Canada and Langley to indicate any intention to call an expert witness to December 8, 2025.
[8] By email dated December 8, 2025, Langley advised the other parties that she and Emerge Canada intended to call three witnesses to give expert evidence at the merits hearing. The email identified the witnesses as Barclay T. Leib, Fathi Elloumi and Steven Rostowsky. The email also provided a short summary of the qualifications of each of the witnesses and of their anticipated evidence.
[9] In a letter to all parties dated December 10, 2025, the Commission raised, among other issues, concerns about the relevance and admissibility of the anticipated evidence of the three expert witnesses identified by Emerge Canada and Langley and, subject to further clarification, indicated its intention to object to their evidence. In their response dated December 12, 2025, Emerge Canada and Langley asserted that the Commission's concerns about their expert evidence should await delivery of the experts' reports.
[10] At a further case management hearing on December 15, 2025, the parties raised the issue of the admissibility of Emerge Canada's and Langley's proposed expert evidence. All parties agreed that it was best to resolve the issue before the commencement of the merits hearing. The Tribunal's December 15th order{5} set out the process to address the issue. It required Emerge Canada and Langley and to deliver by December 31, 2025, written submissions specifying each of the questions that their proposed experts would be asked to address. It further set out a timetable for the filing of written submissions regarding any objections to the proposed expert evidence.
[11] In accordance with the December 15th order, on December 31, 2025, Emerge Canada and Langley delivered a memorandum (Memorandum) specifying the precise questions that they intended to have their proposed expert witnesses address.{6} The questions were:
a. Valuation and Market Practice Expert (Lieb):
i. What valuation methodologies are commonly used by investment fund managers for assets similar to those held by the Emerge Canada funds during the relevant period?
ii. What professional judgment considerations typically arise when valuing such assets, including in circumstances involving limited market data, illiquidity, or complexity?
iii. Based on your experience, how do industry participants assess whether a valuation approach falls within an acceptable range of professional and industry practice at a given point in time?
b. Fund Operations and Governance Expert (Elloumi):
i. How are governance, oversight, and internal control frameworks typically structured for investment fund managers of comparable size, strategy, and operational complexity?
ii. What roles do third-party service providers, such as fund administrators and valuation agents, typically play in NAV calculation, valuation processes, and oversight?
iii. How do investment fund managers customarily rely on such service providers in fulfilling their operational and oversight responsibilities?
c. Accounting and Audit Interface Expert (Rostowsky):
i. What is the scope and purpose of an audit in the context of investment funds, including the matters auditors typically assess and the limitations of that assessment?
ii. How do investment fund managers typically interact with auditors with respect to valuation inputs, financial reporting, and year-end audit processes?
iii. How should the Manager of the Funds treat the Valuation and Disclosure of the Funds' NAV during interim periods?
[12] On January 12, 2026, the Commission brought this motion in accordance with the Tribunal's order of December 15, 2025. The Commission's motion also sought other relief which has been disposed of by a different panel and is the subject of an order dated February 17, 2026{7} and reasons for decision dated February 27, 2026.{8}
[13] On January 30, 2026, Emerge Canada and Langley filed responding written submissions regarding the Commission's motion objecting to their proposed expert evidence. On February 2, 2026, the Commission filed reply written submissions.
[14] On February 10, 2026, the Registrar sent an email to the parties advising that we wanted further written submissions on the motion, as follows:{9}
a. by 4:30 pm on February 13, 2026, Emerge Canada and Langley shall serve and file further written submissions explaining, for each of the proposed experts, the relevance to the allegations in the AEP of their respective proposed testimony in response to each of the proposed questions; and
b. by 4:30 pm on February 17, 2026, any other party shall serve and file further reply written submissions, if any.
[15] Emerge Canada and Langley did not deliver further submissions on February 13, 2026, or at any time thereafter. On February 17, 2026, the Commission wrote to the Registrar (copying all parties) and advised that because Emerge Canada and Langley had not delivered any further written submissions it would not deliver any further reply written submissions.{10} Subsequently, on February 17, 2026, Langley sent an email to the Registrar in which she stated:
... It was not clear, perhaps I missed it, how much longer I may have to provide additional context to support our position regarding expert witnesses. I thought we were being asked for full expert witness statements. Now it is my understanding that we need only supply additional context. Is this correct and when is this due by?{11}
[16] We instructed the Registrar to send an email to the parties in response to Langley's February 17, 2026, email explaining our rationale for not giving Emerge Canada and Langley a further opportunity to file additional written submissions. We determined that the motion needed to be resolved on an expedited basis, given that the merits hearing is scheduled to start on March 23, 2026. The Registrar's email dated February 19, 2026, advised:
The panel acknowledges Ms. Langley's inquiry. Below is the communication sent to the parties on February 10. You will see that the deadline is clearly provided and the text is clear as to the request. Since the deadline for providing further submissions has passed, the panel will be making a decision based on the information provided to date. An order concerning the expert evidence motion will be issued shortly.{12}
[17] The issue before us on this motion is a narrow one, namely whether expert evidence proposed to be called by Emerge Canada and Langley addressing the questions set out in the Memorandum and reproduced in paragraph [11] above, should be ruled inadmissible at the merits hearing in this matter.
[18] Opinion evidence is ordinarily inadmissible. The test for when the opinion evidence of an expert will be admissible is well-established.{13} The party seeking to adduce expert opinion evidence must demonstrate that the evidence meets the following threshold requirements of admissibility:
a. the evidence must be logically relevant to an issue in the hearing;
b. the evidence must be necessary to assist the trier of fact;
c. the evidence must not be subject to any other exclusionary rule; and
d. the expert must be properly qualified.
[19] More recently, the Supreme Court of Canada, recognizing that there are inherent risks (e.g. confusion, time, expense, etc.) to admitting expert opinion evidence in any adjudicative process, directed that the admissibility analysis should include as a final step an assessment of whether the proposed expert evidence is sufficiently beneficial to the adjudicative process to outweigh those inherent risks.{14}
[20] The Commission argued that the expert evidence that Emerge Canada and Langley propose to call to address the questions set out in the Memorandum does not meet the first, second and fourth threshold requirements for admissibility of opinion evidence set out above.
[21] With respect to the first requirement, the Commission submitted that the proposed evidence must be relevant to the allegations made in the AEP. The proposed evidence would address issues about the valuation of assets, an issue that the Commission submits is not raised by the AEP. Similarly, the Commission argued that, while the adequacy of Emerge Canada's systems of control and oversight pertaining to compliance with securities laws are placed in issue by the AEP, the AEP does not raise issues concerning controls and oversight relating to valuations or net asset value (NAV) calculations. Moreover, the Commission submitted that, to the extent the proposed expert evidence would offer opinions relating to investment fund audits, including their scope and purpose, and the interactions of external auditors with fund managers, these are not issues raised by the allegations in the AEP.
[22] Regarding the second requirement of admissibility, the Commission correctly submitted that the law requires that expert evidence must be "necessary", in so far as it will provide the Tribunal with special knowledge or expertise beyond that of the Tribunal itself. It is not enough that the evidence might prove "helpful".{15} Here, the Commission submitted that none of the proposed expert evidence is beyond the expertise of the Tribunal, which itself has specialized expertise in relation to the matters at issue in this proceeding. Moreover, the Commission submitted that some of the evidence to be elicited from the proposed experts appears to address matters of domestic law or go to the ultimate issue before the Tribunal, neither of which would ordinarily be within the permissible scope of expert testimony.
[23] As to the fourth requirement of admissibility, despite the fact that, in the ordinary course, the experts would only be qualified at the merits hearing, the Commission attempted to challenge their qualifications based on the brief summaries of their educational and professional backgrounds provided in the December 8th email and the Memorandum. In each case, the Commission argued that none of the proposed witnesses possesses the necessary professional qualifications or experience to offer an expert opinion in response to the questions which are directed to them in the Memorandum. Moreover, the Commission pointed to the fact that it has been unable to find any case in Canada in which any of the three proposed experts has been tendered or qualified to offer expert testimony.
[24] Emerge Canada and Langley argued that the anticipated evidence of the proposed expert witnesses is necessary to assist the Tribunal in deciding the serious and technical allegations made against them by the Commission. They asserted that they are not seeking to introduce expert evidence to interpret Ontario securities law, opine on statutory interpretation or address the ultimate issues before the Tribunal in this case. Nor will their proposed experts offer opinions on whether Emerge Canada or Langley complied with their obligations under Ontario securities law.
[25] Specifically, Emerge Canada and Langley asserted that the evidence to be called through their proposed experts will be confined to three generic areas:
a. industry practices, including fund governance practices, internal controls and compliance norms observed within the Canadian asset management industry;
b. accounting and audit norms, including generally accepted accounting principles, audit expectations and practices, and materiality considerations; and
c. financial investigative principles, including the identification and assessment of fraud indicators and the conduct of financial investigations.
In each case, Emerge Canada and Langley argued that this will be relevant to the issues in the proceeding, outside the Tribunal's expertise and necessary to assist the Tribunal in deciding the complex technical issues at stake.
[26] Emerge Canada and Langley submitted that the Commission's objections to their proposed expert evidence are premature in so far as they go to the scope and weight that should be accorded to the evidence at the hearing, rather than to its overall admissibility.
[27] On the issue of relevance of the proposed expert evidence, we agree with the Commission that the AEP makes no allegations relating to valuation methodologies employed by Emerge Canada or the calculation of NAV for any of the funds. Similarly, the Commission correctly points out that accounting and audit practices and principles applicable to Canadian investment fund managers, and more specifically Emerge Canada, are not placed in issue by the allegations in the AEP. There are also no allegations in the AEP that engage what Emerge Canada and Langley describe as "financial investigative principles". Accordingly, none of these are subjects that meet the first threshold requirement for the admissibility of expert evidence in this proceeding.
[28] However, the same is not true for issues relating to Emerge Canada's supervisory practices, record-keeping, internal controls, and compliance systems. These issues are squarely (albeit without much particularity) raised in the AEP, as conceded by the Commission in its argument on this motion. Accordingly, we cannot conclude, at this juncture in the proceeding, that expert evidence addressing these issues would necessarily be irrelevant and therefore fail to meet the first threshold requirement for admissibility of opinion evidence.
[29] Similarly, it is not possible for us to conclude at this preliminary stage of the proceeding that such evidence will fail to meet the second threshold requirement for admissibility of opinion evidence, namely that the evidence be necessary to assist the Tribunal. While we agree with the Commission's submission that we are an expert administrative tribunal in the area of securities law and practice, we do not at this time have the benefit of knowing what evidence the Commission intends to call on these particular issues and how its case will unfold. Nor do we yet have the benefit of any expert's report from Emerge Canada and Langley on these issues that would allow us to assess the scope of the particular opinion evidence offered against the limits of our own expertise. Accordingly, it is, in our view, premature for us to conclude that opinion evidence on these issues may not be necessary to assist the Tribunal in this matter.
[30] In our view, it is also premature for us to decide whether any expert proffered by Emerge Canada and Langley on issues of governance, supervision, internal controls, and compliance is properly qualified and therefore meets the fourth requirement for admissibility of opinion evidence. As previously noted, no expert reports had been delivered by Emerge Canada and Langley at the time this motion was heard. While Emerge Canada and Langley had identified three proposed experts in their correspondence referred to above, that correspondence provided only brief descriptions of the experience and qualifications of those individuals. Those descriptions, together with some supplemental biographical searches, formed the basis of the Commission's objections to their qualifications. Before making a decision on the qualifications of any expert witness, the witness would ordinarily be called to testify at the merits hearing regarding those qualifications, opposing parties would be afforded the opportunity to challenge and cross-examine, and the Tribunal would then make a ruling on the expert's qualifications before the expert testifies on substantive matters. All of this may yet occur in this proceeding, depending upon whether Emerge Canada and Langley proceed with their stated intention to call one or more expert witnesses at the merits hearing.
[31] As indicated above, the final step in the admissibility analysis regarding expert evidence is an assessment of whether the benefits of admission outweigh the inherent risks. In our view, such an assessment at this juncture in the proceeding is again premature. We have not heard the Commission's case, no expert reports have been delivered, and no experts have been qualified. We are therefore unable, at this time, to identify the benefits and risks of any expert testimony that may be proffered, let alone assess and weigh those benefits and risks.
[32] For the reasons set out above we granted the motion in part and dismissed the motion in part.
[33] We issued an order setting out the questions, or portions of questions, that are inappropriate for the proposed experts to testify on, and are therefore inadmissible topics for expert evidence, on the grounds that we are satisfied that they are not logically relevant to an issue in the proceeding, as those issues are set out in the AEP.
[34] Our order also identified the questions, or portions of questions, that may be the subject of admissible expert evidence at the merits hearing. We have concluded that, at this stage, we are not able to find that proposed expert evidence on these questions is inadmissible.
[35] The question of the admissibility of expert evidence on these questions will be deferred to the merits hearing when Langley and Emerge Canada seek to call the evidence. Our order regarding proposed expert evidence on these questions is specifically without prejudice to the other parties' ability to raise or renew any objections to the admissibility of such evidence.
[36] Finally, we also ordered a timetable for the delivery of expert reports, responding expert reports, and reply expert reports. As the date for Emerge Canada and Langley to deliver their initial expert report(s), we selected the date proposed by Emerge Canada and Langley in a letter from Langley to the Commission.{16} The remaining dates were selected with a view to affording the Commission a reasonable time to respond and Emerge Canada and Langley a reasonable time to reply, all prior to the start of the merits hearing.
[37] Our Order dated February 20, 2026, provides:
1. the Ontario Securities Commission's motion is granted in part, as follows:
a. the proposed expert opinion evidence addressing the following questions is inadmissible at the merits hearing:
i. What valuation methodologies are commonly used by investment fund managers for assets similar to those held by the Emerge Canada funds during the relevant period?
ii. What professional judgment considerations typically arise when valuing such assets, including in circumstances involving limited market data, illiquidity, or complexity?
iii. Based on your experience, how do industry participants assess whether a valuation approach falls within an acceptable range of professional and industry practice at a given point in time?
iv. What roles do third-party service providers, such as fund administrators and valuation agents, typically play in NAV calculation and valuation processes?
v. What is the scope and purpose of an audit in the context of investment funds, including the matters auditors typically assess and the limitations of that assessment?
vi. How do investment fund managers typically interact with auditors with respect to valuation inputs and year-end audit processes?
vii. How should the Manager of the Funds treat the Valuation and Disclosure of the Funds' NAV during interim periods?
2. the Ontario Securities Commission's motion is dismissed in part, without prejudice to any party's ability to raise or renew objections (including objections about expert qualifications and admissibility) at the merits hearing regarding expert opinion evidence proposed to be called by Lisa Langley and Emerge Canada Inc., addressing the following questions:
a. How are governance, oversight, and internal control frameworks typically structured for investment fund managers of comparable size, strategy, and operational complexity?
b. What roles do third-party service providers typically play in oversight?
c. How do investment fund managers customarily rely on such service providers in fulfilling their operational and oversight responsibilities?
d. How do investment fund managers typically interact with auditors with respect to financial reporting?
3. the parties shall serve any expert reports addressing the questions in paragraph 2 above according to the following schedule:
a. by 4:30 pm on February 28, 2026, Lisa Langley and Emerge Canada Inc. shall serve any expert reports;
b. by 4:30 pm on March 16, 2026, any other party shall serve its responding expert reports, if any; and
c. by 4:30 pm on March 20, 2026, Lisa Langley and Emerge Canada Inc. shall serve their reply expert reports, if any.
Dated at Toronto this 20th day of March, 2026
{1} Ontario Securities Commission v Emerge Canada Inc, (2026) 49 OSCB 1753; https://www.capitalmarketstribunal.ca/sites/default/files/2026-02/rad_20260220_emerge-canada.pdf
{2} The Motion Record of the Ontario Securities Commission dated January 12, 2026 is marked as Exhibit 1, and the Reply Motion Record of the Ontario Securities Commission is marked as Exhibit 2.
{3} Ontario Securities Commission v Emerge Canada Inc, (2025) 48 OSCB 6683 https://www.capitalmarketstribunal.ca/sites/default/files/2025-07/rad_20250729_emerge-canada.pdf
{4} Ontario Securities Commission v Emerge Canada Inc, (2025) 48 OSCB 9326; https://www.capitalmarketstribunal.ca/sites/default/files/2025-11/rad_20251106_emerge-canada.pdf
{5} Ontario Securities Commission v Emerge Canada Inc, (2025) 48 OSCB 10337; https://www.capitalmarketstribunal.ca/sites/default/files/2025-12/rad_20251215_emerge-canada.pdf
{6} Exhibit 1, Tab Exhibit L Memorandum of Expert Evidence Questions
{7} Ontario Securities Commission v Emerge Canada Inc, (2026) 49 OSCB 1534; https://www.capitalmarketstribunal.ca/sites/default/files/2026-02/rad_20260217_emerge-canada.pdf
{8} Ontario Securities Commission v Emerge Canada Inc, 2026 ONCMT 11
{9} The Registrar's email of February 10, 2026 at 10:59 a.m. is marked as Exhibit 3.
{10} The Commission's email of February 17, 2026 at 11:37 a.m. is marked as Exhibit 4.
{11} Lisa Langley's email of February 17, 2026 at 12:07 p.m. is marked as Exhibit 5.
{12} The Registrar's email of February 19, 2026 at 2:06 p.m. is marked as Exhibit 6.
{13} R v Mohan, 1994 CanLII 80 (SCC)
{14} White Burgess Langille Inman v Abbott and Haliburton Co, 2015 SCC 23 at para 16
{15} North American Financial Group Inc. v Ontario Securities Commission, 2025 ONSC 2326 (Div Ct) at para 52
{16} Exhibit 1, Tab Exhibit I, December 12, 2025 letter from Lisa Langley
SLC Holdings Inc. et al. -- s. 127
Citation: SLC Holdings Inc v Stracon Group Holding Inc, 2026 ONCMT 15
Date: 2026-03-23
File No. 2026-6
BETWEEN:
(Section 127 of the Securities Act, RSO 1990, c S.5)
Adjudicators: |
Tim Moseley (chair of the panel) |
|
Jane Waechter |
||
Geoffrey D. Creighton |
||
|
||
Hearing: |
By videoconference, February 12, 2026 |
|
|
||
Appearances: |
Simon Bieber |
For SLC Holdings Inc. |
Robert Trenker |
||
David Ionis |
||
Caroline Harrell |
||
|
||
Shane D'Souza |
For Stracon Group Holding Inc. |
|
Chris Puskas |
For the Ontario Securities Commission |
|
Mathew Zaia |
||
Charlie Pettypiece |
||
Jason Koskela |
||
Jordan Lavi |
||
[1] At the heart of this proceeding lies a narrow issue. The applicant SLC Holdings Inc. (SLC) disputes the assertion by the respondent Stracon Group Holding Inc. (Stracon Canada), an Ontario corporation, that Stracon Canada recently acquired the assets of its Peruvian subsidiary (Stracon Peru) through an amalgamation in Canada and Peru.
[2] The dispute comes before this Tribunal because SLC says Stracon Canada's December 2025 non-offering prospectus violates Ontario securities law, in that it falsely states that the amalgamation is complete. SLC sought an order under s. 127(1) of the Securities Act{1} (the Act) cease trading the shares of Stracon Canada, which were recently listed on the Toronto Stock Exchange. SLC said it was motivated to seek that order because it has made an as-yet-unresolved claim in Peru against the assets that would be subject to the amalgamation, and it wants to protect the value of its claim.
[3] Because SLC is a private party, it must obtain standing from the Tribunal for it to seek the order it requests under s. 127(1) of the Act. On January 27, 2026, the Tribunal ordered that the issue of standing be addressed first, with the merits hearing to follow only if the Tribunal were to grant standing.{2}
[4] SLC brought this motion for standing. On February 12, we heard and dismissed the motion, and accordingly also dismissed this application, for reasons to follow. These are our reasons.
[5] Section 127 of the Act empowers the Tribunal to make various orders if the Tribunal considers it to be in the public interest to do so. The provision is not designed to resolve securities law disputes between private parties. For that reason, private parties must apply for standing to pursue claims under s. 127.{3}
[6] The Tribunal has previously identified factors relevant to the exercise of its discretion to permit an application by a private party to proceed under s. 127.{4} Below we address the four factors that were most influential in this case.
[7] Our primary difficulty was that SLC did not raise its concerns about Stracon Canada's prospectus disclosure with staff of the Ontario Securities Commission before bringing this application. SLC says that it did not need to do so because SLC is best equipped to be the applicant, SLC knows the facts, and SLC is up to date on litigation developments in Peru.
[8] Even if we were to assume all those facts to be true, SLC offered no persuasive reason why it would have been inappropriate to go to the Commission first.
[9] We reject SLC's submission that requiring a party in its position to deal with Commission staff first is a matter of "form over substance". As the Tribunal held in Epix Resource Finance Corporation (Re), parties should raise their concerns within the Commission's processes before taking the extraordinary step of commencing a s. 127 application. Dealing with the Commission first yields many benefits. It allows for a more policy-based, nuanced approach, and makes available an array of tools (e.g., negotiated outcomes such as supplemental disclosure) the Tribunal does not have.{5}
[10] SLC confirmed during the hearing that it would not need to pursue this application if either:
a. Stracon Canada posted security for SLC's contingent creditor claim in Peru; or
b. Stracon Canada amended its prospectus and other public disclosure.
[11] All of the above potential benefits underscore the utility and importance of engaging Commission staff before bringing an application.
[12] The second significant factor for us was the nature of the allegations. This application centres around SLC's allegation that Stracon Canada made misleading disclosure in its non-offering prospectus. SLC does not claim that it has been harmed by that disclosure, and even if SLC had such a claim, that would more likely be a matter for the courts rather than the subject of a s. 127 proceeding before this Tribunal.
[13] Civil claims aside, SLC's complaint to this Tribunal does not raise a novel issue of Ontario securities law. The highest-level issue that SLC's application presents is whether Stracon Canada's prospectus disclosure contains a misrepresentation. While that issue is grounded in Ontario securities law, there is nothing novel about it. Then, to decide whether, in this case, the prospectus contains a misrepresentation would require us to resolve the parties' dispute about the operation of Peruvian corporate law. That question may be novel, but it is not an issue of Ontario securities law.
[14] The third factor of significance for us was that in order to determine whether there is a misstatement in Stracon Canada's prospectus, the Tribunal would need to decide when and whether the amalgamation of Stracon Peru and Stracon Canada was "effective" or "complete". This uncertainty stems from the fact that because of SLC's claim against Stracon Peru as a contingent creditor, the Peruvian Corporate Registry has not yet registered the merger. As was apparent from the conflicting expert legal opinions that SLC and Stracon Canada filed (both of which were superficially plausible), the terms "effective" and "complete" might be synonymous or might bear different meanings, depending on context (e.g., speaking about the transfer of assets or about the formal existence of the transferring corporation) and audience (e.g., creditors, third party contractors, courts and regulators).
[15] The parties are engaged in litigation in Peru that will resolve the status of the amalgamation in light of SLC's claim against Stracon Peru as a contingent creditor. That litigation includes an injunction granted by a Peruvian court on January 29, 2026, that, according to uncontested evidence from Stracon Canada, requires the Peruvian Corporate Registry to register the merger. The Peruvian courts are clearly engaged with these contested issues of Peruvian corporate law. They are best equipped to resolve those issues.
[16] Finally, we concluded that the effect on SLC of Stracon Canada's alleged conduct was not direct enough to justify granting standing to SLC.
[17] SLC's stated interest in bringing this application was to preserve the value of its outstanding claim in Peru. SLC submitted that shareholders of Stracon Canada who acquired their shares in the face of misleading disclosure might later commence litigation against Stracon Canada that could devalue SLC's claim. In our view, this submission was speculative and unsubstantiated. The only evidence to support this submission was in the affidavit of a director of SLC, who asserted that a "spate of litigation creates real enforcement risk" regarding SLC's claim against Stracon Canada. Even if that assertion is admissible despite the fact that it is arguably an opinion, it is unsupported. SLC offered no evidence that would equip us to assess properly the materiality of its claim.
[18] We agree with the Commission's submission that this is not an appropriate basis for engaging the Tribunal's resources and extraordinary public interest powers. SLC's fundamental complaint is as a possible contingent creditor of Stracon Peru. Its connection to Stracon Canada's prospectus disclosure is tenuous at best. Section 127 is not a tool for private parties to backstop civil claims made in foreign jurisdictions that are unrelated to questions of the public interest in Ontario's capital markets.
[19] For these reasons, we decided that we would not exercise our discretion to allow SLC's s. 127 application to proceed. As a result, we dismissed both SLC's motion for standing and its application.
Dated at Toronto this 23rd day of March, 2026
{1} RSO 1990, c S.5
{2} SLC Holdings Inc v Stracon Group Holding Inc, 2026 ONCMT 7
{3} MI Developments (Re), 2009 ONSEC 47 at para 107
{4} The Catalyst Capital Group Inc (Re), 2020 ONSEC 6 at para 25; Central Goldtrust (Re), 2015 ONSEC 44 (Central Goldtrust) at paras 18-19, 21; Catalyst Group Inc (Re), 2016 ONSEC 14 (Catalyst 2016) at paras 55, 60, 61; Epix Resource Finance Corporation (Re), 2020 ONSEC 28 (Epix) at para 11
{5} Epix at paras 7-9, 11
Notice of Correction -- Letko, Brosseau & Associates Inc. et al.
The Decision for Letko, Brosseau & Associates Inc. et al. published January 8, 2026 in (2026), 49 OSCB 51, contained errors and has since been corrected. The corrected version is published in Chapter B.3 of this Bulletin.
Notice of Correction -- NervGen Pharma Corp.
The Decision for NervGen Pharma Corp. published March 19, 2026 in (2026), 49 OSCB 2484, contained errors and has since been corrected. The corrected version is published in Chapter B.3 of this Bulletin.
Serinus Energy Limited (formerly Serinus Energy plc)
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: Re Serinus Energy Limited, 2026 ABASC 36
March 19, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the Alberta Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2025/0353
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application by a reporting issuer for an order that it is not a reporting issuer -- Based on diligent inquiry, residents of Canada (i) directly or indirectly beneficially own approximately 0.85% of the issuer's Class A common shares worldwide, and (ii) approximately 2.47% of the total number of securityholders of the issuer worldwide -- Issuer is subject to United States securities law and requirements of the New York Stock Exchange -- Issuer has undertaken that it will concurrently deliver to its Canadian resident securityholders all disclosure material it is required under United States securities laws and exchange requirements to deliver to United States resident securityholders -- Issuer has provided notice that it submitted an application to cease to be a reporting issuer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland & Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the "Order Sought").
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland & Labrador, Nova Scotia, Prince Edward Island, Québec and Saskatchewan (together with Ontario, the "Reporting Jurisdictions").
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer is a Delaware corporation that has its head office in the United States.
2. The Filer is currently a reporting issuer in the Reporting Jurisdictions and an "SEC foreign issuer" pursuant to National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.
3. The Filer became a reporting issuer in Canada on November 8, 2024, as a result of the consummation of the transactions contemplated by that certain Arrangement Agreement and Plan of Merger, dated as of June 16, 2024, as amended by that certain Amendment No. 1 thereto, dated as of October 1, 2024 (as amended, the "Arrangement Agreement"), by and among Primo Water Corporation ("Primo Water"), Triton Water Parent, Inc., formerly a Delaware corporation ("BlueTriton"), Triton US Holdco, Inc., formerly a wholly-owned subsidiary of BlueTriton, and which upon closing of the Transaction (as defined below) changed its name to Primo Brands Corporation ("Primo Brands"), Triton Merger Sub 1, Inc., formerly a wholly-owned subsidiary of Primo Brands ("Merger Sub"), and 1000922661 Ontario Inc., formerly a wholly-owned subsidiary of Primo Brands (''Amalgamation Sub'').
4. Prior to the completion of the Transaction (as defined below), Primo Water (i) was a corporation existing under the laws of the Province of Ontario; (ii) had its registered office located in Ontario; and (iii) was a reporting issuer in the Reporting Jurisdictions until November 25, 2024 and its shares were listed on the TSX and the NYSE under the symbol "PRMW".
5. Under the terms of the Merger Agreement:
(a) Amalgamation Sub, by way of a court-approved statutory plan of arrangement pursuant to the provisions of the Business Corporations Act (Ontario), acquired all of the issued and outstanding shares of Primo Water in exchange for shares of Class A common stock, par value $0.01 per share, of Primo Brands (the "Class A common shares") on a 1:1 basis, resulting in Primo Water securityholders holding Class A common shares representing approximately 43% of the fully diluted shares, followed immediately by an amalgamation of Primo Water and Amalgamation Sub, with the resulting amalgamated entity, named "Primo Water Corporation," becoming a wholly-owned subsidiary of Primo Brands (the ''Arrangement'');
(b) immediately following the Arrangement, Merger Sub was merged with and into BlueTriton (the "Merger"), with BlueTriton surviving the Merger as a wholly-owned subsidiary of Primo Brands;
(c) immediately following the Merger, and as part of one integrated transaction with the Merger, BlueTriton, as the surviving corporation in the Merger, was merged with and into Primo Brands (the "Subsequent Merger" and, together with the Merger, the "Mergers" and, collectively with the Arrangement, the "Transaction"), with the Filer being the surviving corporation in the Subsequent Merger;
(d) in connection with the Subsequent Merger, each share of common stock of BlueTriton issued and outstanding immediately prior to the Merger (other than shares cancelled in accordance with the Arrangement Agreement) were converted into Class A common shares or shares of Class B common stock, par value $0.01 per share of the Filer (the "Class B common shares") such that Triton Water Parent Holdings, LP, the prior stockholder of BlueTriton and its affiliates hold Class A common shares and Class B common shares (collectively, the "Shares") representing approximately 57% of the fully diluted shares; and
(e) as a result of the Transaction, Primo Water and Triton Water Intermediate, Inc., previously a wholly-owned subsidiary of BlueTriton, became wholly-owned subsidiaries of the Filer.
6. The Filer became a "reporting issuer" in the Jurisdictions at the time of implementation of the Transaction by virtue of the Filer meeting the definition set out the securities legislation of Jurisdictions based on Primo Water's status at that time as a "reporting issuer".
7. As of January 7, 2026, there were 363,669,299 Class A common shares issued and outstanding.
8. As of December 31, 2025, the Filer also had equity awards exercisable into 4,918,585 Class A common shares issued and outstanding.
9. The Class A common shares are listed on the NYSE under the symbol "PRMB".
10. The Filer retained its transfer agent, Computershare Trust Company N.A. ("Computershare") and Broadridge Financial Services, Inc. ("Broadridge") to provide a geographic breakdown of registered and beneficial holders of its Class A common shares.
Based on the data provided by Computershare and Broadridge, as of January 12, 2026:
(a) residents of Canada, directly or indirectly, beneficially own a total of 3,066,957 Class A common shares, representing approximately 0.84% of the Filer's 365,421,892 outstanding Class A common shares; and
(b) the Filer has a total 83,593 beneficial holders of Class A common shares worldwide, of which 2,062 are residents of Canada, who represent approximately 2.47% of the total number of beneficial holders of Class A common shares worldwide
11. As at December 31, 2025, according to the Filer's records of the holders of the Filer's equity securities that are convertible into Class A common shares ("Equity Securities"):
(a) residents of Canada, directly or indirectly, beneficially own a total of 23,501 Equity Securities, representing approximately 0.478% of the Filer's 4,918,585 outstanding Equity Securities; and
(b) the Filer has a total 255 beneficial holders of Equity Securities worldwide, of which 5 are residents of Canada, who represent approximately 1.96% of the total number of beneficial holders of Equity Securities worldwide.
12. If all of the holders of Equity Securities who were residents of Canada exercised such securities, and no other persons exercised such securities:
(a) residents of Canada, directly or indirectly, would own a total of 0.85% of the outstanding Class A common shares worldwide; and
(b) residents of Canada would represent approximately 2.47% of the total number of the registered and beneficial holders of Class A common shares worldwide.
13. The Filer has no reason to believe that the foregoing percentages would be materially different as of the current date.
14. The Filer does not meet the criteria for the simplified procedure under Section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications ("NP 11-206") because (a) its outstanding securities are beneficially owned, directly or indirectly, by more than 15 securityholders in each of the jurisdictions of Canada and more than 51 securityholders in total worldwide; and (b) the Class A common shares are traded on the NYSE.
15. The Filer does not meet the criteria for the modified procedure under Section 20 of NP 11-206 because residents of Canada comprise more than 2% of the total number of securityholders of the Filer worldwide.
16. None of the Filer's securities, including debt securities, have ever been traded on a market or quotation or a trade reporting system in Canada and there is no public market in Canada for the Filer's securities and no such public market is expected to develop.
17. In the twelve (12) months before the date hereof, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace (as such term is defined in National Instrument 21-101 Marketplace Operation) or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.
18. The Filer is subject to the 1934 Act and files periodic reports with the U.S. Securities and Exchange Commission and the Class A common shares are listed on the NYSE.
19. The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to its United States resident securityholders under United States securities laws and stock exchange requirements.
20. On March 3, 2025, the Filer issued a press release, that was disseminated and filed under the Filer's SEDAR+ profile, providing advance notice to its Canadian resident securityholders that the Filer has made an application for the Order Sought, and if the Order Sought is made, the Filer will no longer be a reporting issuer in any of the Reporting Jurisdictions in Canada.
21. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
22. The Filer has stated that it is not in default of any of its obligations under the Legislation as a reporting issuer, except for its failure to file its audited financial statements and management discussion and analysis for the year ended December 31, 2025 as required under National Instrument 51-102 Continuous Disclosure Obligations and related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. The Filer has also stated that, as of the date hereof, it is not in default under any of the requirements of corporate legislation in its governing jurisdiction, United States securities legislation or the rules and policies of the NYSE.
23. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in each of the Reporting Jurisdictions.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
DATED at Toronto on this 18th day of March, 2026.
OSC File #:2026-56
Letko, Brosseau & Associates Inc. et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Mutual funds that have not distributed securities under a simplified prospectus in a jurisdiction for 12 consecutive months permitted to include in their sales communications, fund facts documents, simplified prospectus, and annual and interim management reports of fund performance, the past performance data relating to a period when the funds' securities were distributed to investors on a prospectus-exempt basis and to use the performance data to calculate their investment risk rating -- Relief granted provided that the mutual funds have the same investment objectives and fee structure as for the period when its securities were offered on a prospectus-exempt basis and appropriate disclosures are made to investors.
National Instrument 81-102 Investment Funds, ss 15.1.1(a), 15.1.1(b), 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1), 15.8(3)(a.1) and 19.1.
National Instrument 81-102, Appendix F Investment Risk Classification Methodology, Items 2 and 4.
National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1.
Form 81-101F1 Contents of Simplified Prospectus, Part B, Item 10(a) and 10(b).
Form 81-101F3 Contents of Fund Facts Document, Items 4(2)(a), 5(1.1), 5(2), 5(3) and 5(4), and Part I, Item 4, Instruction (1).
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1.
Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance, Part B, Items 4.1(1), 4.1(2), 4.2(1), 4.3(1) and 4.3(2), Part B, Item 3.1(7), and Part C, Items 3(1) and 4.
[Original text in French]
SEDAR+ filing No: 06339645
March 16, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application (the Application) from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdictions (the Legislation):
(a) that exempts the Funds from Subsections 15.3(2), 15.3(4)(c), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1), and 15.8(3)(a.1) of Regulation 81-102 respecting Investment Funds (Regulation 81-102), to permit the Funds to include performance data in sales communications notwithstanding that:
i. the performance data will relate to a period prior to the Funds offering their securities under a simplified prospectus; and
ii. the Funds have not distributed their securities under a simplified prospectus for 12 consecutive months;
(b) that exempts the Funds from Subsection 15.1.1(a) of Regulation 81-102 and Items 2 and 4 of Appendix F -- Investment Risk Classification Methodology to Regulation 81-102 (theRisk Classification Methodology) to permit the Funds to include their past performance data in determining their investment risk level in accordance with the Risk Classification Methodology;
(c) that exempts the Funds from Subsection 15.1.1(b) of Regulation 81-102 and Item 4(2)(a) and Instruction (1) of Item 4 of Part I of Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3), to permit the Funds to disclose their investment risk level as determined by including their past performance data in accordance with the Risk Classification Methodology;
(d) that exempts the Funds from Items 10(a) and 10(b) of Part B of Form 81-101F1 -- Contents of Simplified Prospectus (Form 81-101F1) to permit the Funds to use their past performance data to calculate their investment risk rating in their simplified prospectus;
(e) that exempts the Funds from Section 2.1 of Regulation 81-101 respecting Mutual Fund Prospectus Disclosure (Regulation 81-101), to meet the requirements from Form 81-101F3;
(f) that exempts the Funds from Items 5(1.1), 5(2), 5(3), and 5(4) and Instruction (1) of Part I of Form 81-101F3 in respect of the requirement to comply with Subsections 15.3(2), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1), and 15.8(3)(a.1) of Regulation 81-102 to permit the Funds to include in their fund facts the past performance data of the Funds notwithstanding that:
i. such performance data relates to a period prior to the Funds offering their securities under a simplified prospectus; and
ii. the Funds have not distributed their securities under a simplified prospectus for 12 consecutive months;
(g) that exempts the Funds from Section 4.4 of Regulation 81-106 respecting Investment Fund Continuous Disclosure (Regulation 81-106), with respect to the following items in Form 81-106F1 -- Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1) to permit the Funds to include in their annual and interim MRFPs the past performance data and financial highlights of the Funds notwithstanding that such performance data relates to a period prior to the Funds offering their securities under a simplified prospectus:
i. Item 3.1(7) of Part B of Form 81-106F1;
ii. Items 4.1(1) (in respect of the requirement to comply with Subsection 15.3(2) of Regulation 81-102), 4.1(2), 4.2(1), 4.3(1) and 4.3(2) of Part B of Form 81-106F1; and
iii. Items 3(1) and 4 of Part C of Form 81-106F1;
(paragraphs (a) to (g) above, collectively, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Autorité des marchés financiers is the principal regulator for this Application;
(b) the Filer has provided notice that Subsection 4.7(1) of Regulation 11-102 respecting Passport System (Regulation 11-102), is intended to be relied upon by the Filer in the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (collectively with the Jurisdictions, the Jurisdictions of Canada); and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. Each Fund is a mutual fund established as a trust under the laws of Ontario pursuant to a master trust agreement dated as of November 30, 2004, as amended from time to time.
2. The Letko Brosseau RSP Balanced Fund, the Letko Brosseau Balanced Fund, the Letko Brosseau RSP Bond Fund, and the Letko Brosseau Bond Fund were established on November 30, 2004.
3. The Letko Brosseau Emerging Markets Equity Fund was established on July 1, 2010.
4. The Letko Brosseau Canadian Equity Fund was established on May 20, 2016.
5. The Letko Brosseau International Equity Fund was established on June 7, 2018, and was formerly named, until January 16th, 2025, the Letko Brosseau EAFE Equity Fund.
6. The Letko Brosseau Infrastructure Equity Fund was established on July 2, 2021.
7. The Filer's head office is in Quebec.
8. The Filer is registered under securities legislation in each of the Jurisdictions of Canada as an investment fund manager, as a portfolio manager and as an exempt market dealer. The Filer is the Funds' investment fund manager and portfolio manager.
9. Units of the Funds were previously only distributed to investors in the Jurisdictions of Canada on a prospectus-exempt basis in accordance with Regulation 45-106 respecting Prospectus Exemptions.
10. In order to commence distributing the new series of the Funds, the Filer is intending to file, for each of them, a preliminary simplified prospectus as well as fund facts documents. Upon the issuance of a receipt for the final simplified prospectus (the Prospectus) of the Funds, each Fund will become a reporting issuer in each of the Jurisdictions of Canada and will become subject to the requirements of Regulation 81-102 and Regulation 81-106.
11. The Filer and the Funds are not in default of the Legislation in any of the Jurisdictions of Canada.
12. The Filer, in its role as the Funds' investment fund manager, is in the process of creating new series for each Fund (the New Series) which will be distributed by prospectus and fund facts governed by Regulation 81-101. These new series will be created approximately on the same date as the Prospectus.
13. The Filer intends only to qualify the New Series for distribution under a prospectus.
14. Upon the issuance of a receipt for the Prospectus, each Fund will become a reporting issuer in each of the Jurisdictions of Canada and will become subject to the requirements of Regulation 81-102. Each Fund will also become subject to the requirements of Regulation 81-106 that apply only to investment funds that are reporting issuers.
15. In one instance, a Fund (the Top Fund) has purchased units of another Fund (the Underlying Fund) and immediately after such transaction, more than 10% of the Top Fund's net asset value has been invested in units of the Underlying Fund, representing 10.766% of the Top Fund's net asset value.
16. Since each Fund commenced its operations, except as set out herein, each Fund has complied with the investment restrictions and practices contained in Regulation 81-102, including with respect to the use of leverage in the management of its portfolio.
17. Since each Fund commenced its operations, each Fund has complied with the obligations to prepare and send audited annual and unaudited interim financial statements to all holders of its securities and to calculate its management expense ratio (MER) in accordance with Regulation 81-106.
18. The Funds will be managed substantially similarly after they become reporting issuers as they were prior to becoming reporting issuers. As a result of the Funds becoming reporting issuers:
a. the Funds' investment objectives will not change, other than to provide additional detail as required by Regulation 81-101;
b. the day-to-day administration of the Funds will not change, other than to comply with the additional regulatory requirements associated with being a reporting issuer; and
c. the management expense ratio and the trading expense ratio of the Funds are not expected to increase significantly, or the management expense ratio and the trading expense ratio of the Funds are expected to remain the same.
19. The administrative expenses of the Funds will be higher due to the Funds being subject to the additional regulatory requirements applicable to a reporting issuer, but the Filer does not expect the amount to be material.
20. The Filer proposes to present the past performance data of the Funds in sales communications, fund facts and MRFPs for a time period prior to the Funds becoming reporting issuers. The past performance data will be adjusted to reflect differences in fees applicable to the series concerned.
21. The Filer proposes to use the Funds' past performance data to determine the investment risk level of the New Series, and to disclose that investment risk level in the fund facts and Prospectus. Without the Exemption, the Filer, in determining and disclosing the Funds' investment risk level, cannot use the past performance data of the Funds that relates to a time period prior to each Fund becoming a reporting issuer.
22. Without the Exemption Sought, the sales communications and fund facts pertaining to the Funds cannot include performance data that relates to a period prior to each Fund becoming a reporting issuer.
23. Without the Exemption Sought, the sales communications pertaining to the Funds would not be permitted to include performance data until the Funds have distributed their securities under a simplified prospectus for 12 consecutive months.
24. Without the Exemption Sought, the MRFPs of the Funds cannot include financial highlights and performance data that relates to a period prior to each Fund becoming a reporting issuer.
25. The past performance data and other financial data of the Funds for the time period before the Funds became reporting issuers, including the use of this data to calculate the risk rating of each Fund in its simplified prospectus and fund facts documents, is significant and meaningful information that can assist existing and prospective investors in making an informed decision whether to purchase units of the Funds.
26. The Filer submits that the Exemption Sought is not detrimental to the protection of investors.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
a) any sales communication, any fund facts and MRFP that contain performance data of a Fund relating to a period prior to when that Fund was a reporting issuer discloses:
i. that the Fund was not a reporting issuer during such period;
ii. that the expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer;
iii. to the extent applicable, performance data of the Fund for 1, 3, 5 and 10-year periods;
iv. that the Filer obtained exemptive relief on behalf of the Fund to permit the disclosure of past performance data of the units of the Fund relating to a period prior to when the Fund was a reporting issuer; and
v. with respect to any MRFP, the financial statements of the Fund for such period are posted on the Fund's website and are available to investors upon request;
b) the information contained under the heading "Fees and Expenses" in the fund facts documents of the Funds based on the MER of each Fund for the financial year ended December 31, 2024, be accompanied by disclosure that:
i. the information is based on the MER of each Fund for its last completed financial year when its units were offered privately; and
ii. the MER of each Fund may increase as a result of the Fund offering its units under the simplified prospectus;
c) the Prospectus under which the securities of the Funds are offered discloses that the Filer obtained exemptive relief on behalf of the Funds to permit the disclosure of past performance data of the units of the Funds relating to a period prior to when the Funds were reporting issuers; and
d) the Filer posts the annual financial statements of the Letko Brosseau RSP Balanced Fund, the Letko Brosseau Balanced Fund, the Letko Brosseau Emerging Markets Equity Fund, the Letko Brosseau RSP Bond Fund, and the Letko Brosseau Bond Fund for the last 10 years, and the annual financial statements of the Letko Brosseau Canadian Equity Fund, the Letko Brosseau Infrastructure Equity Fund and the Letko Brosseau International Equity Fund since they have commenced their operations, on the Funds' website and makes those financial statements available to investors upon request.
Leith Wheeler Investment Counsel Ltd.
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 81-102 Investment Funds, s. 19.1 -- Sales communications -- An investment fund manager seeks relief to permit the use of certain fund ratings and rankings in sales communications -- The rating systems are objective, transparent and quantitative measures of performance; the ratings or rankings reflect a period of time relevant to an investment decision; the disclosure on the rankings ensures that investors clearly understand what the ranking measures and recognizes, as well as the relevant period of performance upon which the ranking is based.
National Instrument 81-102 Investment Funds, ss. 15.3(4)(c) and (f), 19.1.
Citation: 2026 BCSECCOM 88
March 17, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer on behalf of the existing mutual funds and future mutual funds of which the Filer or an affiliate of the Filer is or becomes the investment fund manager which are available for sale to retail investors and to which National Instrument 81-102 Investment Funds (NI 81-102) applies (each a Fund and collectively, the Funds) for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirements set out in paragraphs 15.3(4)(c) and 15.3(4)(f) of NI 81-102, which provide that a sales communication must not refer to a performance rating or ranking of a mutual fund or asset allocation service unless:
(a) the rating or ranking is provided for each period for which standard performance data is required to be given, except the period since the inception of the mutual fund; and
(b) the rating or ranking is to the same calendar month end that is:
(i) not more than 45 days before the date of the appearance or use of the advertisement in which it is included, and
(ii) not more than three months before the date of first publication of any other sales communication in which it is included,
in order to permit the FundGrade A+ Awards, FundGrade Ratings, LSEG Lipper Awards and LSEG Lipper Leader Ratings (each as defined below) to be referenced in sales communications relating to the Funds (together, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subparagraph 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut, and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Defined terms contained in NI 81-102, National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision unless otherwise defined.
¶ 3 This decision is based on the following facts represented by the Filer:
The Filer and the Funds
1. the Filer is a corporation established under the laws of the Province of British Columbia with its head office located in Vancouver, British Columbia;
2. the Filer is registered in:
(a) British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island and the Yukon as a portfolio manager and an exempt market dealer;
(b) Northwest Territories only as a portfolio manager; and
(c) British Columbia, Ontario, Québec, and Newfoundland and Labrador as an investment fund manager.
3. the Filer, or an affiliate of the Filer is, or will be, the investment fund manager of each of the Funds;
4. each Fund is, or will be, an open-ended mutual fund established either as a trust or a class of shares of a mutual fund corporation under the laws of a Jurisdiction. The securities of each of the Funds are, or will be, qualified for distribution pursuant to one or more prospectuses or simplified prospectuses, as the same may be amended from time to time;
5. each Fund is, or will be, a reporting issuer under the laws of the Jurisdictions;
6. each Fund is, or will be, governed by the applicable provisions of NI 81-102, subject to any exemptions therefrom that have been, or may in the future be, granted by the securities regulatory authorities;
7. neither the Filer nor the existing Funds are in default of the securities legislation of the Canadian Jurisdictions;
Fundata FundGrade A+ Awards Program
8. the Filer wishes to include in sales communications of the Funds references to FundGrade Ratings (as defined below) and references to the FundGrade A+ Awards (as defined below) where such Funds have been awarded a FundGrade A+ Award; Fundata Canada Inc. (Fundata) is not a member of the Funds' organization. Fundata is a mutual fund rating entity as that term is defined in NI 81-102. Fundata is a leader in supplying mutual fund information, analytical tools, and commentary. Fundata's fund data and analysis, fund awards designations and ratings information provide valuable insight to advisors, media and individual investors;
9. one of Fundata's programs is the FundGrade A+ Awards program (the FundGrade A+ Awards). This program highlights funds that have excelled in delivering consistently strong risk-adjusted performance relative to their peers. The FundGrade A+ Awards designate award-winning funds in most individual fund classifications for the previous calendar year, and the awards are announced in January of each year. The categories for fund classification used by Fundata are those maintained by the Canadian Investment Funds Standards Committee (CIFSC) (or a successor to CIFSC), a Canadian organization that is independent of Fundata;
10. the FundGrade A+ Awards are based on a proprietary rating methodology developed by Fundata, the FundGrade Rating system. The FundGrade Rating system evaluates funds based on their risk-adjusted performance measured by three well-known and widely used metrics: the Sharpe Ratio, the Information Ratio, and the Sortino Ratio. The ratios are calculated for the two- through ten-year time periods for each fund. When there is more than one eligible series of a fund, an average ratio is taken for each period. The ratios are ranked across all time periods and an overall score is calculated by equally weighting the yearly rankings;
11. the FundGrade Ratings are letter grades for each fund and are determined each month (the FundGrade Ratings). The FundGrade Ratings for each month are released on the seventh business day of the following month. The top 10% of funds earn an A Grade; the next 20% of funds earn a B Grade; the next 40% of funds earn a C Grade; the next 20% of funds receive a D Grade; and the lowest 10% of funds receive an E Grade. Because the overall score of a fund is calculated by equally weighting the periodic rankings, to receive an A Grade, a fund must show consistently high scores for all ratios across all time periods;
12. Fundata calculates a grade using only the retail series of each fund. Institutional series or fee-based series of any fund are not included in the calculation. A fund must have at least two years of history to be included in the calculation. Once a letter grade is calculated for a fund, it is then applied to all related series of that fund;
13. at the end of each calendar year, Fundata calculates a Fund GPA for each fund based on the full year's performance. The Fund GPA is calculated by converting each month's FundGrade Rating letter grade into a numerical score. Each A is assigned a grade of 4.0; each B is assigned a grade of 3.0; each C is assigned a grade of 2.0; each D is assigned a grade of 1.0; and each E is assigned a grade of 0. The total of the grades for each fund is divided by 12 to arrive at the fund's GPA for the year. Any fund earning a GPA of 3.5 or greater earns a FundGrade A+ Award;
14. when a fund is awarded a FundGrade A+ Award, Fundata will permit such fund to make reference to the award in its sales communications;
Lipper Leader Ratings and Lipper Awards
15. the Filer also wishes to include in sales communications of the Funds references to LSEG Lipper Leader Ratings and LSEG Lipper Awards (as each defined below) where such Funds have been awarded a LSEG Lipper Award;
16. LSEG Lipper, Inc. (Lipper) is a mutual fund rating entity as that term is defined in NI 81-102. Lipper is part of the London Stock Exchange Group, plc group of companies, and is a global leader in supplying mutual fund information, analytical tools, and commentary. Lipper's fund data and analysis, fund awards designations and ratings information provide valuable insight to advisors, media and individual investors;
17. one of Lipper's programs is the LSEG Lipper Fund Awards (the LSEG Lipper Awards). This program recognizes funds that have excelled in delivering consistently strong risk-adjusted performance relative to peers and also recognizes fund families with high average scores for all funds within a particular asset class or overall. Currently, the LSEG Lipper Awards take place in approximately 17 countries;
18. in Canada, the LSEG Lipper Awards include the LSEG Lipper Fund Awards and LSEG Lipper ETF Awards (which were awarded for the first time in Canada in 2014). For the LSEG Lipper Fund Awards, Lipper designates award-winning funds in a number of individual fund classifications for three-, five- and ten-year periods. For the LSEG Lipper ETF Awards, Lipper designates award-winning funds in a number of individual fund classifications for the three-, five- and ten-year periods;
19. the categories for fund classification used by Lipper for the LSEG Lipper Awards in respect of Canadian funds are those maintained by CIFSC (or a successor to the CIFSC), a Canadian organization that is independent of Lipper. Only those CIFSC groups of ten or more unique funds will claim a LSEG Lipper Fund Award, and only those CIFSC groups of five or more unique ETFs (each of whom have a minimum of three or five years of performance history, as applicable) will claim a LSEG Lipper ETF Award;
20. the LSEG Lipper Awards are based on a proprietary rating methodology prepared by Lipper, the LSEG Lipper Leader Rating System. The LSEG Lipper Leader Rating System is a toolkit that uses investor-centred criteria to deliver a simple, clear description of a fund's success in meeting certain goals, such as preserving capital, lowering expenses or building wealth. LSEG Leader Lipper Ratings (as defined below) provide an instant measure of a fund's success against a specific set of key metrics, and can be useful to investors in identifying funds that meet particular characteristics;
21. in Canada, the LSEG Lipper Leader Rating System includes LSEG Lipper Ratings for Consistent Return (reflecting funds' historical risk-adjusted returns relative to funds in the same classification), LSEG Lipper Ratings for Total Return (reflecting funds' historical total return performance relative to funds in the same classification), LSEG Lipper Ratings for Preservation (reflecting funds' historical loss avoidance relative to other funds in the same classification) and LSEG Lipper Ratings for Expense (reflecting funds' expense minimization relative to funds with similar load structures) (collectively, the LSEG Lipper Leading Ratings). In each case, the categories for fund classification used by Lipper for the LSEG Lipper Leader Ratings are those maintained by CIFSC (or a successor to CIFSC). LSEG Lipper Leader Ratings are measured monthly over 36-, 60- and 120-month periods, and an overall rating is also measured, which is an unweighted average of the previous three periods. The highest 20% of funds in each category are named LSEG Lipper Leaders for that particular rating and receive a score of 5, the next 20% receive a score of 4, the middle 20% are scored 3, the next 20% are scored 2 and the lowest 20% are scored 1;
22. the LSEG Lipper Awards, awarded annually in Canada, are based on the LSEG Lipper Ratings for Consistent Return measure, which, as generally described above, is a risk-adjusted mutual fund return performance measure used by Lipper that takes into account both short- and long-term risk-adjusted performance relative to fund classification, together with a measure of a fund's consistency. In respect of the LSEG Lipper Awards for Canada, the LSEG Lipper Ratings for Consistent Return are measured over the 36-, 60- and 120-month periods ending at the end of July of each year. As noted above, the highest 20% of funds in each classification are named LSEG Lipper Leaders for Consistent Return, and the highest LSEG Lipper Leader for Consistent Return in each applicable fund classification over these periods wins a LSEG Lipper Award;
Sales Communication Disclosure
FundGrade Ratings and FundGrade A+ Awards
23. the FundGrade Ratings fall within the definition of performance data under NI 81-102, as they constitute a rating, ranking, quotation, discussion or analysis regarding an aspect of the investment performance of an investment fund, given that the FundGrade Ratings are based on performance measures calculated by Fundata. The FundGrade A+ Awards may be considered to be overall ratings or rankings, given that the awards are based on the FundGrade Ratings as described above. Therefore, references to FundGrade Ratings and FundGrade A+ Awards in sales communications relating to the Funds need to meet the applicable requirements in Part 15 of NI 81-102;
24. paragraph 15.3(4)(c) of NI 81-102 imposes a matching requirement for performance ratings or rankings that are included in sales communications for mutual funds. If a performance rating or ranking is referred to in a sales communication, it must be provided for, or match, each period for which standard performance data is required to be given for the fund, except for the period since the inception of the fund (i.e., for one-, three-, five and ten-year periods, as applicable);
25. while FundGrade Ratings are based on calculations for a minimum of two years through to a maximum of ten years, and the FundGrade A+ Awards are based on a yearly average of monthly FundGrade Ratings, specific ratings for the three-, five- and ten-year periods within the two- to ten-year measurement period are not given. This means that a sales communication referencing FundGrade Ratings cannot comply with the matching requirement contained in paragraph 15.3(4)(c) of NI 81-102. Relief from paragraph 15.3(4)(c) of NI 81-102 is therefore required in order for a Fund to use FundGrade Ratings in sales communications;
26. the exemption in subsection 15.3(4.1) of NI 81-102 for references to overall ratings or rankings of funds cannot be relied upon to reference the FundGrade A+ Awards in sales communications for the Funds because it is available only if a sales communication otherwise complies with the requirements of subsection 15.3(4). As noted above, sales communications referencing the FundGrade A+ Awards cannot comply with the matching requirement in subsection 15.3(4) because the underlying FundGrade Ratings are not available for the three-, five- and ten-year periods within the two- to ten-year measurement period for the FundGrade Ratings, rendering the exemption in subsection 15.3(4.1) unavailable. Relief from paragraph 15.3(4)(c) is therefore required in order for the Funds to reference the FundGrade A+ Awards and the FundGrade Ratings in sales communications;
27. paragraph 15.3(4)(f) of NI 81-102 imposes certain restrictions on disclosure in sales communications. This paragraph provides that in order for a rating or ranking such as a FundGrade A+ Award to be used in an advertisement, the advertisement must be published within 45 days of the calendar month end to which the rating or ranking applies. Further, in order for the rating or ranking to be used in any other sales communication, the rating or ranking must be published within three months of the calendar month end to which the rating or ranking applies;
28. because the evaluation of Funds for the FundGrade A+ Awards will be based on data aggregated until the end of December in any given year and the results will be published in January of the following year, by the time a Fund receives a FundGrade A+ Award in January, paragraph 15.3(4)(f) of NI 81-102 will only allow the FundGrade A+ Award to be used in an advertisement until the middle of February and in other sales communications until the end of March. Relief from paragraph 15.3(4)(f) is required in order for the FundGrade A+ Awards to be referenced in sales communications relating to the Funds outside the above periods;
Lipper Leader Ratings and Lipper Awards
29. the LSEG Lipper Leader Ratings are performance ratings or rankings under NI 81-102 and LSEG Lipper Awards may be considered to be performance ratings or rankings under NI 81-102 given that the awards are based on the LSEG Lipper Leader Ratings as described above. Therefore, references to LSEG Lipper Leader Ratings and LSEG Lipper Awards in sales communications relating to the Funds need to meet the applicable requirements in Part 15 of NI 81-102;
30. in Canada and elsewhere, LSEG Lipper Leader Ratings are calculated only for 36-, 60- and 120-month periods and are not calculated for a one-year period. This means that a sales communication referencing a LSEG Lipper Leader Rating cannot comply with the matching requirement contained in paragraph 15.3(4)(c) of NI 81-102 because a rating is not available for the one-year period. Relief from paragraph 15.3(4)(c) of NI 81-102 is therefore required in order for the Funds to reference LSEG Lipper Leader Ratings in sales communications;
31. in addition, a sales communication referencing the overall LSEG Lipper Leader Ratings and the LSEG Lipper Awards, which are based on the LSEG Lipper Leader Ratings, must disclose the corresponding LSEG Lipper Leader Rating for each period for which standard performance data is required to be given. As noted above, because a rating for the one-year period is not available for the LSEG Lipper Leader Ratings, sales communications referencing the overall LSEG Lipper Leader Ratings or LSEG Lipper Awards also cannot comply with the matching requirement contained in paragraph 15.3(4)(c) of NI 81-102;
32. the exemption in subsection 15.3(4.1) of NI 81-102 for references to overall ratings or rankings of funds cannot be relied upon to reference the overall LSEG Lipper Leader Ratings or LSEG Lipper Awards in sales communications for the Funds because subsection 15.3(4.1) of NI 81-102 is available only if a sales communication otherwise complies with the requirements of subsection 15.3(4) of NI 81-102. As noted above, sales communications referencing the overall LSEG Lipper Leader Ratings or LSEG Lipper Awards cannot comply with the matching requirement in subsection 15.3(4) of NI 81-102 because the underlying LSEG Lipper Leader Ratings are not available for the one-year period, rendering the exemption in subsection 15.3(4.1) of NI 81-102 unavailable. Relief from paragraph 15.3(4)(c) of NI 81-102 is therefore required in order for the Funds to reference overall LSEG Lipper Leader Ratings and the LSEG Lipper Awards in sales communications;
33. paragraph 15.3(4)(f) of NI 81-102 imposes certain restrictions on disclosure in sales communications. The paragraph provides that in order for a rating or ranking such as a LSEG Lipper Award to be used in an advertisement, the advertisement must be published within 45 days of the calendar month end to which the rating or ranking applies. Further, in order for the rating or ranking to be used in any other sales communication, the rating or ranking must be published within three months of the calendar month end to which the rating or ranking applies;
34. because the evaluation of funds for the LSEG Lipper Awards will be based on data aggregated until the end of July in any given year and the results will be published in November of that year, by the time a fund receives an award in November, paragraph 15.3(4)(f) of NI 81-102 will prohibit it from publishing news of the award altogether;
35. the Exemption Sought is required in order for the FundGrade Ratings, FundGrade A+ Awards, LSEG Lipper Leader Ratings and LSEG Lipper Awards to be referenced in sales communications relating to the Funds;
36. the Filer submits that the FundGrade A+ Awards, FundGrade Ratings, LSEG Lipper Awards, and LSEG Lipper Leader Ratings provide important tools for investors, as they provide them with context when evaluating investment choices; and
37. the Filer submits that the FundGrade A+ Awards, FundGrade Ratings, LSEG Lipper Awards, and LSEG Lipper Leader Ratings provide an objective, transparent and quantitative measure of performance that is based on the expertise of Fundata or Lipper, as applicable, in fund analysis and alleviates any concern that references to them may be misleading and therefore, contrary to paragraph 15.2(1)(a) of NI 81-102.
¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
1. The sales communication complies with Part 15 of NI 81-102 other than as set out herein and contains the following disclosure in at least 10-point type:
(a) the name of the category for which the Fund has received the award or rating;
(b) the number of mutual funds in the category for the applicable period;
(c) the name of the ranking entity, i.e., Fundata or Lipper;
(d) the length of period and the ending date, or the first day of the period and the ending date on which the FundGrade A+ Awards, FundGrade Rating, LSEG Lipper Awards or LSEG Lipper Leader Ratings is based;
(e) a statement that FundGrade Ratings and LSEG Lipper Leader Ratings are subject to change every month;
(f) in the case of a FundGrade A+ Award or LSEG Lipper Award, a brief overview of the FundGrade A+ Award or LSEG Lipper Award, as applicable;
(g) in the case of a FundGrade Rating (other than FundGrade Ratings referenced in connection with a FundGrade A+ Award) or a LSEG Lipper Leader Rating (other than LSEG Lipper Leader Ratings referenced in connection with a LSEG Lipper Award), a brief overview of the FundGrade Rating or LSEG Lipper Leader Rating, as applicable;
(h) where LSEG Lipper Awards are referenced, the corresponding LSEG Lipper Leader Rating that the LSEG Lipper Award is derived from is presented for each period for which standard performance data is required other than the one-year and since inception periods;
(i) where a LSEG Lipper Leader Rating is referenced, the LSEG Lipper Leader Ratings are presented for each period for which standard performance data is required other than the one-year and since inception periods;
(j) disclosure of the meaning of the FundGrade Ratings from A to E (e.g., rating of A indicates a fund is in the top 10% of its category) or LSEG Lipper Leader Ratings from 1 to 5 (e.g., rating of 5 indicates a fund is in the top 20% of its category), as applicable; and
(k) reference to Fundata's website (www.fundata.com) for greater detail on the FundGrade A+ Awards and the FundGrade Ratings or reference to Lipper's website for greater detail on the LSEG Lipper Awards and LSEG Lipper Leader Ratings, which includes the rating methodology prepared by Fundata or Lipper, as applicable.
2. The FundGrade A+ Awards and LSEG Lipper Awards being referenced must not have been awarded more than 365 days before the date of the sales communication; and
3. The FundGrade A+ Awards, FundGrade Ratings, LSEG Lipper Awards, and LSEG Lipper Leader Ratings being referenced are calculated based on comparisons of performance of mutual funds within a specified category established by the CIFSC (or a successor to the CIFSC).
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.
Securities Act, R.S.O. 1990, c. S.5, s. 147.
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
¶ 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.
¶ 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.
¶ 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
Having reviewed and considered the agreed statement of facts, the admissions by Eric Anderson (Anderson), and the joint recommendation to the Director by Anderson and staff of the Registration, Inspections and Examinations Division of the Ontario Securities Commission (RIE Staff) contained in the settlement agreement signed by Anderson on February 17, 2026 and by RIE Staff on February 23, 2026 (the Settlement Agreement), a copy of which is attached as Appendix "A" to this Decision, and on the basis of those agreed facts and admissions, I, Dena Staikos, in my capacity as Director under the Securities Act, R.S.O. 1990, c. S.5 (the Act), accept the joint recommendation of the parties, and make the following decision:
1. The registration of Anderson is hereby suspended pursuant to s. 28 of the Act, effective immediately, and Anderson will not apply for registration for a period of at least three months from the date his registration is suspended.
2. If Anderson complies with paragraph 1 above, then upon Anderson reapplying for registration in the future, RIE Staff will not recommend to the Director that his application be refused unless RIE Staff becomes aware after the date of this Settlement Agreement of conduct impugning Anderson's suitability for registration or rendering his registration otherwise objectionable, provided Anderson meets all other applicable criteria for registration at the time he applies for registration.
3. If Anderson's registration is reactivated, it shall be a term and condition of his registration that he successfully complete the Conduct and Practices Handbook exam within six months of his registration being reactivated.
March 17, 2026 |
"Dena Staikos" |
____________________________________ |
____________________________________ |
Date |
Dena Staikos |
Associate Vice-President |
|
Registration, Inspections and Examinations Division |
1. The know-your-client (KYC) and suitability obligations are cornerstones of the registration regime. A registered dealing representative must faithfully discharge these statutory duties themselves and cannot delegate them to third parties.
2. This settlement agreement (the Settlement Agreement) between staff of the Registration, Inspections, and Examinations Division of the Ontario Securities Commission (RIE Staff) and Eric Anderson (Anderson) relates to a recommendation by RIE Staff to the Director that Anderson's registration under the Securities Act, R.S.O. 1990, c. S.5 (the Act) be suspended.
3. Liahona Capital Inc. (Liahona) is registered under the Act as an exempt market dealer.
4. Anderson has been registered under the Act as a dealing representative with Liahona since April 26, 2021.
5. Since May 2017, Liahona has distributed securities of Fireside Mortgage Investment Corporation (Fireside).
6. AB is Fireside's principal.
7. Investors who are interested in purchasing securities in Fireside are referred to Liahona by AB.
8. Shortly after becoming registered with Liahona, Anderson was assigned to be the firm's dealing representative primarily responsible for handling referrals from AB.
9. To refer a prospective Fireside investor to Liahona, AB would email Anderson to inform him of the individual's identity and their interest in investing in Fireside. In some cases, this email would identify the amount the individual had already agreed to invest.
10. When Anderson received a referral from AB, he was required to discharge the obligations placed upon him by s. 13.2 (KYC) and s. 13.3 (suitability) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) in respect of the referred client.
11. In at least six instances during 2023 and 2024, Anderson improperly delegated his KYC and suitability obligations to AB by:
(a) emailing Liahona's KYC form to AB and asking him to have it completed by the prospective investor;
(b) emailing the prospective investor's existing Liahona KYC form to AB (if they were already invested in Fireside) and asking him to consult with the individual to see if any of the information in the form required updating; or
(c) asking AB to confirm with a prospective investor that they were comfortable with the concentration risk associated with their proposed Fireside investment.
12. In response to inquiries by RIE Staff during its investigation into Anderson's activities, he could not recall confirming with all clients the accuracy of KYC information that AB had obtained from them and he did not have any notes to demonstrate that such discussions had occurred.
13. Based on the foregoing conduct, RIE Staff informed Anderson that it had recommended to the Director that his registration be suspended pursuant to s. 28 of the Act.
14. Anderson admits that by engaging in the activities described above, he failed to comply with s. 13.2 and s. 13.3 of NI 31-103.
15. Section 31 of the Act affords Anderson the right to request an opportunity to be heard before the Director may accept the recommendation made by RIE Staff.
16. Instead of proceeding with an opportunity to be heard, RIE Staff and Anderson make the following joint recommendation to the Director:
(a) Anderson's registration shall be suspended pursuant to s. 28 of the Act and he will not apply to reactivate his registration for a period of at least three months from the date his registration is suspended, after which period of time RIE Staff will not recommend to the Director that his application be refused unless it becomes aware after the date of this Settlement Agreement of conduct impugning his suitability for registration, and provided he meets all other applicable criteria for registration at the time he applies; and
(b) if Anderson's registration is reactivated, it will be a term and condition of his registration that he successfully complete the Conduct and Practices Handbook Course exam within six months.
17. The parties submit that their joint recommendation is reasonable, having regard to the following factors:
(a) Anderson has not previously been the subject of any disciplinary sanction by any securities regulator;
(b) Anderson has fully co-operated with RIE Staff's investigation;
(c) Anderson has committed to participating in appropriate mentoring opportunities with an experienced Liahona dealing representative to enhance his understanding of his regulatory obligations; and
(d) Anderson has admitted his misconduct.
18. The parties acknowledge that if the Director does not accept this joint recommendation:
(a) this joint recommendation and all discussions and negotiations between RIE Staff and Anderson in relation to this matter shall be without prejudice to the parties; and
(b) Anderson will be entitled to an opportunity to be heard in accordance with s. 31 of the Act in respect of RIE Staff's recommendation that his registration be suspended.
"Michael Denyszyn" |
"Eric Anderson" |
____________________________________ |
____________________________________ |
Michael Denyszyn |
Eric Anderson |
Associate Vice President |
|
Registration, Inspections and Examinations Division |
|
|
|
February 23, 2026 |
February 17, 2026 |
____________________________________ |
____________________________________ |
Date |
Date |
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- the issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through a special purpose entity -- Canadian participants will receive disclosure documents -- the special purpose entity or FCPE is subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- there is no market for the securities of the issuer in Canada -- the number of Canadian participants and their share ownership are de minimis -- relief granted subject to conditions.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 53(1) and 74(1).
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
National Instrument 45-106 Prospectus Exemptions.
National Instrument 45-102 Resale of Securities.
Ontario Securities Commission Rule 72-503 Distributions Outside Canada.
February 17, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for:
1. an exemption from the prospectus requirement of the Legislation (the Prospectus Relief) so that such requirement does not apply to:
(a) trades of:
(i) units (the Principal Classic Units) of a permanent fonds commun de placement d'entreprise or FCPE, a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors named "Actions Legrand" (the Principal Classic Fund); and
(ii) units (the Temporary Classic Units, and together with the Principal Classic Units the Units) of the temporary FCPE established for the 2026 Employee Offering (as defined below) named "Legrand Relais 2026" and of future temporary FCPEs established for Subsequent Employee Offerings (as defined below) (each, a Temporary Classic Fund, and together with the Principal Classic Fund, the Funds),
made pursuant to the Employee Offering (as defined below) to or with Qualifying Employees (as defined below) resident in the Jurisdictions (as described below) (collectively, the Canadian Employees, and Canadian Employees who subscribe for Units, the Canadian Participants);
(b) trades of ordinary shares of the Filer (the Shares) by the Classic Fund (as defined below) to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants (the term Classic Fund used herein means, for the 2026 Employee Offering and for Subsequent Employee Offerings, a Temporary Classic Fund prior to the Merger (as defined below), and, following the Merger, the Principal Classic Fund); and
2. an exemption from the dealer registration requirement (the Registration Relief) so that such requirement does not apply to the Filer, the Local Related Entities (as defined below), the Classic Fund and BNP Paribas Asset Management (the Management Company) in respect of:
(a) trades of Units made pursuant to the Employee Offering to or with Canadian Employees; and
(b) trades of Shares by the Classic Fund to or with Canadian Participants upon the redemption of Units as requested by Canadian Participants.
(the Prospectus Relief and Registration Relief, collectively, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba and Québec (together with the Jurisdiction, the Jurisdictions).
Terms defined in National Instrument 14-101Definitions, MI 11-102 and National Instrument 45-106Prospectus Exemptions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation formed under the laws of France. It is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada and is not in default of securities legislation of any jurisdiction of Canada. The head office of the Filer is located in France and the Shares are listed on Euronext Paris. The Shares and Units are not currently listed for trading on any Canadian stock exchange and there is no intention to have the Shares or Units so listed.
2. The Filer has established a global employee share offering (the 2026 Employee Offering) and expects to establish subsequent global employee share offerings of the Filer following 2026 for the next five years that are substantially similar (the Subsequent Employee Offerings, and together with the 2026 Employee Offering, the Employee Offering) for Qualifying Employees of the Filer and its participating related entities, including related entities that employ Canadian Employees (the Local Related Entities, and together with the Filer and other related entities of the Filer, the Legrand Group). Each Local Related Entity is a direct or indirect controlled subsidiary of the Filer and no Local Related Entity is a reporting issuer nor has any intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada. The head office of the Legrand Group in Canada is located in Ontario.
3. As of the date hereof, Local Related Entities include Legrand Canada Inc., Legrand AV Canada ULC and Power Bus Way Ltd. For any Subsequent Employee Offering, the list of Local Related Entities may change.
4. As of the date hereof and after giving effect to the Employee Offering, the Filer is and will be a "foreign issuer" as such term is defined in section 2.15(1) of National Instrument 45-102 Resale of Securities (NI 45-102), section 2.8(1) of Ontario Securities Commission Rule 72-503Distributions Outside Canada (OSC Rule 72-503) and section 11(1) of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta (ASC Rule 72-501).
5. The 2026 Employee Offering involves an offering of Shares to be acquired through the Classic Fund. Each Subsequent Employee Offering will involve an offering of Shares to be subscribed through the Classic Fund (the Classic Plan, which for greater certainty, includes the 2026 Employee Offering), subject to the decision of the supervisory board of the Funds and the approval of the Autorité des marchés financiers in France (the French AMF).
6. Only persons who are employees of an entity forming part of the Legrand Group during the subscription period for the Employee Offering and who meet other employment criteria (e.g., have been employed by an entity in the Legrand Group for three months, whether continuously or discontinuously, on the date corresponding to the end of the subscription period) (the Qualifying Employees) will be authorized to participate in the Employee Offering.
7. The Principal Classic Fund was established for the purpose of implementing the employee offerings generally. The Principal Classic Fund or any Temporary Classic Fund is not and has no intention of becoming a reporting issuer under the securities legislation of any jurisdiction of Canada.
8. The Principal Classic Fund was registered with and has been approved by the French AMF.
9. It is expected that each Temporary Classic Fund established for Subsequent Employee Offerings will be an FCPE and will be registered with, and approved by, the French AMF.
10. The total amount that may be invested by a Canadian Employee in the Employee Offering cannot exceed 25% of his or her gross annual compensation for the relevant calendar year. Amounts contributed by a Canadian Employee's employer through the employer matching contribution described hereunder are not factored into the maximum amount that a Canadian Employee may contribute.
11. Under the Classic Plan, each Employee Offering will be made as follows:
(a) Canadian Participants will subscribe for the relevant Units, and the Temporary Classic Fund under the Employee Offerings will then subscribe for Shares on behalf of Canadian Participants using the Canadian Participants' contributions.
(b) The subscription price will consist of the Canadian dollar equivalent of the average closing price of the Shares (expressed in euros) on Euronext Paris for the 20 trading days preceding the date of the fixing of the subscription price by the Board of Directors (or the Chief Executive Officer upon delegation) of the Filer (the Reference Price), less a specified discount to the Reference Price. The subscription price will be made known to Canadian Participants at the time they subscribe.
(c) For the 2026 Employee Offering, the Filer will match 100% of investments up to a maximum of 600 euros per Canadian Participant, for the benefit of, and at no cost to, Canadian Participants (the Matching Contribution). For each Subsequent Employee Offering, the Matching Contribution rules may change.
(d) For the 2026 Employee Offering and for Subsequent Employee Offerings, the relevant Temporary Classic Fund will apply the cash received from Canadian Participants and the cash received from the employer contributions to subscribe for Shares.
(e) For an Employee Offering, initially, the Shares subscribed for will be held in the relevant Temporary Classic Fund and the Canadian Participants will receive Units of the relevant Temporary Classic Fund.
(f) Following the completion of an Employee Offering, the relevant Temporary Classic Fund will be merged with the Principal Classic Fund (subject to the approval of the supervisory board of the FCPE and the French AMF). The Temporary Classic Units held by Canadian Participants will be replaced with Principal Classic Units on a pro rata basis and the Shares subscribed for will be held in the Principal Classic Fund (such transaction being referred to as the Merger). The Merger is made by the transfer of all assets held in the Temporary Classic Fund into the Principal Classic Fund and the liquidation of the Temporary Classic Funds after such transfer.
(g) All Units acquired in the Employee Offering by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions provided for under French law and adopted for an Employee Offering (such as death, disability or termination of employment).
(h) Any dividends paid on the Shares held in the Classic Fund will be contributed to the Classic Fund and used to purchase additional Shares. These reinvested dividends will increase the value of the existing Units to reflect the Canadian Participants' reinvestment.
(i) At the end of the applicable Lock-Up Period, a Canadian Participant may: (i) request the redemption of his or her Units in the Classic Fund in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares; or (ii) continue to hold his or her Units in the Classic Fund and request the redemption of those Units at a later date in consideration for the underlying Shares or a cash payment equal to the then market value of the Shares.
(j) In the event of an early exit resulting from a Canadian Participant exercising one of the exceptions to the Lock-Up Period and meeting the applicable criteria, a Canadian Participant may request the redemption of Units in the Classic Fund in consideration for a cash payment equal to the then market value of the underlying Shares.
12. Under French law, an FCPE is a limited liability entity. The portfolio of the Funds will consist almost entirely of Shares but may, from time to time, also include cash in respect of dividends paid on the Shares which will be reinvested in Shares and cash or cash equivalents pending investments in Shares and for the purposes of Unit redemptions.
13. The Funds are managed by the Management Company, which is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager and complies with the rules of the French AMF. The Management Company is not, and has no intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada.
14. The Management Company's portfolio management activities in connection with the Employee Offering and the Funds are limited to purchasing Shares from the Filer, selling such Shares as necessary in order to fund redemption requests and investing available cash in cash equivalents pending investments in the Shares and for the purposes of Unit redemptions.
15. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents as provided by the rules of the Funds. The Management Company's activities do not affect the underlying value of the Shares.
16. None of the entities forming part of the Legrand Group, the Classic Fund or the Management Company, or any of their directors, officers, employees, agents or representatives will provide investment advice to Canadian Employees with respect to an investment in Units or Shares.
17. None of the Filer, entities forming part of the Legrand Group, the Funds or the Management Company is in default of securities legislation of any jurisdiction of Canada.
18. Shares issued pursuant to the Employee Offering will be deposited in the Classic Fund through BNP Paribas (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow the Classic Fund to exercise the rights relating to the securities held in its portfolio.
19. The Management Company and the Depositary are obliged to act exclusively in the best interests of the Unit holders (including Canadian Participants) and are jointly and severally liable to them under French legislation for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Funds or for any self-dealing or negligence.
20. Participation in the Employee Offering is voluntary, and the Canadian Employees will not be induced to participate in the Employee Offering by expectation of employment or continued employment.
21. The Unit value of the Classic Fund will be calculated and reported to the French AMF on a regular basis. The value of Units will increase or decrease reflecting the increase or decrease of the value of the underlying Shares.
22. All management charges relating to the Classic Fund will be paid from the assets of the Classic Fund or by the Filer, as provided in the rules of the Classic Fund.
23. Canadian Employees will receive an information package in the French or English language, according to their preference, which will include a summary of the terms of the Employee Offering and a description of the relevant Canadian income tax consequences of subscribing for and holding Units of the Classic Fund and requesting the redemption of such Units at the end of the applicable Lock-Up Period. Canadian Participants will have access to a copy of the rules of the Principal Classic Fund and the relevant Temporary Classic Fund. Canadian Employees, through the Supervisory Board of the Classic Fund, will also have access to copies of the continuous disclosure materials relating to the Filer that are provided to holders of Shares generally and that are available on the website dedicated to the Employee Offering provided by the Filer. Canadian Participants will receive an initial statement of their holdings under the Classic Plan, together with an updated statement at least once per year.
24. As of December 12, 2025, for the 2026 Employee Offering, there are approximately 338 Qualifying Employees resident in Canada, with the greatest number resident in Ontario (327) and the remainder in the provinces of Québec (6), British Columbia (3), Alberta (1) and Manitoba (1), which represents, in the aggregate, less than 1% of the number of employees in the Legrand Group worldwide.
25. Each Employee Offering will be made under the terms as set out herein and for greater certainty, all of the representations will be true for each Employee Offering other than paragraphs 3 and 24 which may change (save for references to the 2026 Employee Offering which will be varied such that they are read as references to the relevant Subsequent Employee Offering).
26. Units are not transferable by holders of such Units except upon redemption and other than as reflected in this decision document.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
1. with respect to the 2026 Employee Offering, the prospectus requirement will apply to the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision unless the following conditions are met:
(a) the issuer of the security:
(i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or
(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;
(b) the issuer of the security was a "foreign issuer" on the distribution date, as such term is defined in section 2.15(1) of NI 45-102, section 2.8(1) of OSC Rule 72-503 and section 11(1) of ASC Rule 72-501; and
(c) the first trade is made:
(i) through an exchange, or a market, outside of Canada, or
(ii) to a person or company outside of Canada; and
2. for any Subsequent Employee Offering under this decision completed within five years from the date of this decision:
(a) the representations other than those in paragraphs 3 and 24 remain true and correct in respect of a Subsequent Employee Offering, and
(b) the conditions set out in paragraph 1 apply to any Subsequent Employee Offering (varied such that any references therein to the 2026 Employee Offering are read as references to the relevant Subsequent Employee Offering); and
3. in the Provinces of Ontario and Alberta, the Prospectus Relief, for the first trade in any Units or Shares acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person or company in Canada.
OSC File #: 2026-14
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
||||
THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Company Name |
Date of Order |
Date of Revocation |
|
||
THERE IS NOTHING TO REPORT THIS WEEK. |
||
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
Realbotix Corp. |
January 30, 2026 |
March 11, 2026 |
Outstanding Management & Insider Cease Trading Orders
Company Name |
Date of Order or Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Expire |
Date of Issuer Temporary Order |
|
|||||
Performance Sports Group Ltd. |
19 October 2016 |
31 October 2016 |
31 October 2016 |
__________ |
__________ |
Company Name |
Date of Order |
Date of Lapse |
|
||
Agrios Global Holdings Ltd. |
September 17, 2020 |
__________ |
|
||
Sproutly Canada, Inc. |
June 30, 2022 |
__________ |
|
||
iMining Technologies Inc. |
September 30, 2022 |
__________ |
|
||
Alkaline Fuel Cell Power Corp. |
April 4, 2023 |
__________ |
|
||
mCloud Technologies Corp. |
April 5, 2023 |
__________ |
|
||
FenixOro Gold Corp. |
July 5, 2023 |
__________ |
|
||
HAVN Life Sciences Inc. |
August 30, 2023 |
__________ |
|
||
Perk Labs Inc. |
April 4, 2024 |
__________ |
|
||
FuelPositive Corporation |
January 29, 2026 |
__________ |
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06410440
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06411137
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06411111
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06294738
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06258831
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06396584
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06400451
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06246403
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06289961
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06239938
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06258518
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 6296759
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06411811
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06411631
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06411844
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06411881
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06408308
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06412062
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06410079
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06411601
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06375325
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06404334
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06408019
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06407389
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06407166
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06394675
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Type |
Company |
Category of Registration |
Effective Date |
|
|||
Change Registration Category |
Newton Crypto Ltd. |
From: Restricted Dealer |
March 18, 2026 |
|
|||
|
|
To: Investment Dealer |
|
Canadian Investment Regulatory Organization (CIRO) -- Amendments Related to Fully Paid Securities Lending and Financing Arrangements -- Notice of Commission Approval
The Ontario Securities Commission has approved CIRO's proposed amendments to the Investment Dealer and Partially Consolidated (IDPC) Rules and IDPC Form 1 (Form 1) relating to fully paid securities lending and financing arrangements (theAmendments).
CIRO initially published the Amendments for comment in CIRO Rules Bulletin 24-0067, followed by their republication for comment in CIRO Rules Bulletin 25-0277. Three comment letters were received in response to the republication for comment on October 16, 2025. 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 27, 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.
Canadian Securities Exchange -- Significant Change Subject to Public Comment -- Introduction of CSE2 Odd Lot Liquidity Allocating (OLLA) Order Type -- Notice of Approval
In accordance with the process for the Review and Approval of Rules and Information Contained in Form 21-101F1 and the Exhibits Thereto attached as Appendices to its recognition orders (the Protocol), CNSX Markets Inc. (CSE) has proposed, and the Ontario Securities Commission and British Columbia Securities Commission have approved significant changes, to introduce a new order type -- Odd Lot Liquidity Allocating (OLLA) -- on its CSE2 trading book (the "Amendments").
On October 23, 2025, CSE published Notice 2025-007 -- Introduction of CSE2 Odd Lot Liquidity Allocating (OLLA) Order Type -- Notice and Request for Comments. With the implementation of these Amendments, CSE will introduce a mechanism designed to address existing inefficiencies in the Canadian trading landscape related to odd lot liquidity provision outside of standard continuous trading hours. The OLLA order is a dark pegged order that rests on the same side of the National Best Bid and Offer (NBBO) and executes against incoming odd lot orders until fully depleted. OLLA orders exclusively interact with odd lots, but can be submitted in board lot, mixed lot, or odd lot sizes, allowing Dealers to allocate substantial liquidity at the NBBO for passive execution against odd lots during supported times.
The OLLA order type would offer Dealers a streamlined, automated method to support odd lot execution during these underserved timeframes, thereby enhancing market continuity and reducing execution disparities. CSE2 supports continuous trading from 8:00 a.m. to 5:00 p.m., while odd lot market making is currently limited to 9:30 a.m. to 4:00 p.m. The OLLA order type fills the gap by enabling odd lot liquidity provision during the following windows: Pre-market: 8:00 a.m. -- 9:30 a.m. and post-market: 4:00 p.m. -- 5:00 p.m.
The comment period ended on November 24, 2025. CSE received three comment letters. A summary of the comments received, together with the CSE's responses, is attached as Appendix A. CSE thanks each of the commenters for their support and thanks industry participants for their input in this proposal.
The Amendments will take effect in either Q3 or Q4 of 2026.
Questions about this notice may be directed to:
List of Commenters:
• National Bank of Canada
• Virtu Canada Corp.
• Canadian Forum for Financial Markets
|
Summarized Comments Received |
CSE's Response |
|
||
1. |
One commenter commended CSE for its proactive efforts to address inefficiencies associated with the trading of odd lots within Canadian markets. The commenter specifically agreed with CSE's assessment that there is a lack of effective solutions for odd lot liquidity, particularly during pre-market and post-market trading sessions. In recognition of this gap, the commenter expressed support for the introduction of the new Odd Lot Liquidity Access (OLLA) order type. |
CSE thanks the commenter for their feedback and support. |
|
||
2. |
One commenter expressed the view that implementing the OLLA order type would substantially enhance liquidity during extended trading hours in Canadian markets. They specifically noted that this new order type addresses particular challenges faced by Canadian investors, helping to resolve longstanding issues related to trading in these periods. |
CSE appreciates the commenter's feedback and support. |
|
||
|
The commenter further recognized that the proposal for the OLLA order type was developed following thorough industry consultation. This process involved engaging a broad range of market participants, ensuring that the final proposal reflected a variety of perspectives and requirements throughout the extended hours trading ecosystem. As a result of this inclusive approach, the commenter voiced their support for the introduction of the OLLA order type. |
|
|
||
3. |
One commenter expressed concern regarding a lack of a cost-benefit analysis that includes consideration of the increase in odd lot fill rates that are expected. |
CSE appreciates the commenter's feedback. In introducing the functionality, CSE's primary focus is to enhance execution quality and access to liquidity, while maintaining fairness and market integrity. The new functionality aims to address a current market inefficiency; the OLLA order is an innovation that will improve execution for odd lot orders outside of standard market hours, and it provides liquidity providers with greater means of accessing odd-lot liquidity. |
|
||
|
|
The OLLA order is optional and CSE believes that non-participating market participants will not be adversely impacted. |
|
||
4. |
One commenter expressed hesitation that the Proposal may introduce 'smaller and smaller executions'. |
CSE would like to clarify that the Proposal is intended as a facility for retail order flow to attract improved execution quality outside of normal trading hours and provide a mechanism for Dealers to meet this demand. Retail order flow tends to be smaller and this Proposal is designed to facilitate these orders, not create new smaller executions. |
|
||
5. |
One commenter noted that the Proposal may utilize the NBBO in an unfair manner. |
The NBBO is the standard marker for odd lot execution, widely used by the Canadian marketplaces. Additionally, the NBBO is consistently used for dark orders, and dark orders themselves do not contribute to the NBBO. |
|
||
6. |
One commenter expressed concern that by ignoring circumstances where OLLA limit prices and odd lot limit prices can explicitly interact, a hidden element of fairness may be introduced. |
CSE appreciates this concern and clarify that this is standard practice in the context of pegged order types. The functionality is such that an OLLA order is pegged to the NBBO and OLLA orders will only trade at the NBBO. The limit price ensures participants are protected from adverse price movements. All pegged orders trade in relation to the NBBO, and the OLLA order does not introduce any unique aspects in that regard. |
|
||
7. |
One commenter expressed concern that, as a core principle, marketplaces should not change limits on client orders. |
The OLLA order does not include any new logic that would cause the CSE engine to change a limit order. Examples included in the Proposal also account for current CSE odd lot behavior. |
|
||
8. |
One commentor expressed that the new OLLA order creates unnecessary complexity, rather than further simplification. |
CSE, however, believes that this Proposal facilitates increased trading that benefits market participants and investors, including retail investors. Markets continue to evolve and become inherently more complex, but complexity in and of itself should not be a deterrent to innovation while prioritizing protection of the investor community. In designing this Proposal, CSE has considered market integrity, fairness and innovation as core elements. |
|
||
9. |
One commentor raised a concern that the Proposal is part of the trend of transferring order handling mechanisms to the marketplace level, which historically have been managed at the dealer level. |
One of the primary objectives of a recognized exchange such as the CSE is to ensure fair, orderly and efficient capital markets, and central to that objective is to facilitate liquidity, improve transparency, and enhance execution quality. CSE believes the OLLA order to be a valuable tool for liquidity providers, allowing them to facilitate more odd lot order flow, leading to more fills for the retail investor. The ability of OLLA orders to only fill at the NBBO, with the added protection of being able to specify a limit, ensures investors are protected from adverse price movements. This Proposal is similar in nature to existing Odd Lot Liquidity Providing (OLLP) orders, with the key distinction that it is available during pre and post market sessions. The Proposal will preserve integrity of typical dealer handling mechanisms. |