Ontario Securities Commission Bulletin
Issue 49/18 - May 07, 2026
Ont. Sec. Bull. Issue 49/18
• Ontario Securities Commission and Stephane Gagnon
• Ontario Securities Commission and Stephane Gagnon -- ss. 127(1), 127(4.0.1)
• Ontario Securities Commission and Amar Bahadoorsingh -- ss. 127(1), 127(4.0.1)
• Ontario Securities Commission -- Coordinated Blanket Order 33-930
• Brookfield Business Partners L.P.
• Everybody Loves Languages Corp.
• Brookfield Business Holdings Corporation (formerly Brookfield Business Corporation)
• Atlantis Submarines (International Holdings), Inc.
• Corton Capital Inc. and The Funds
• Polar Asset Management Partners Inc. and Polar Multi-Strategy Alternative Fund
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
• ECN Capital Corp. -- s. 21(b) of Ont. Reg. 398/21 of the OBCA
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Ontario Securities Commission and Stephane Gagnon
FOR IMMEDIATE RELEASE
April 29, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Application for Enforcement Proceeding dated March 25, 2026 and the Order dated April 29, 2026, are available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Amar Bahadoorsingh
FOR IMMEDIATE RELEASE
April 30, 2026
TORONTO - The Tribunal issued an Order in the above-named matter.
A copy of the Application for Enforcement Proceeding dated March 18, 2026 and the Order dated April 30, 2026 are available at capitalmarketstribunal.ca.
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FOR IMMEDIATE RELEASE
May 4, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated May 4, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and KPMG LLP
FOR IMMEDIATE RELEASE
May 5, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated May 5, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Stephane Gagnon -- ss. 127(1), 127(4.0.1)
BETWEEN:
File No. 2026-13
Adjudicator: |
Jane Waechter |
April 29, 2026
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider an application brought by the Ontario Securities Commission for an order imposing sanctions against the respondent, Stephane Gagnon, without giving the respondent an opportunity to be heard, pursuant to subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5 (the Act);
ON READING the materials filed by the Commission, including the Reasons for Decision of the Ontario Court of Justice dated July 23, 2025;
IT IS ORDERED THAT:
1. pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Gagnon shall cease permanently;
2. pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Gagnon is prohibited permanently;
3. pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Gagnon permanently;
4. pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Gagnon shall resign any positions that he holds as a director or officer of any issuer or registrant;
5. pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Gagnon is prohibited permanently from becoming or acting as a director or officer of any issuer or registrant; and
6. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Gagnon is prohibited permanently from becoming or acting as a registrant or promoter.
BETWEEN:
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
1. The Applicant, the Ontario Securities Commission (the Commission), requests that the Capital Markets Tribunal (the Tribunal) make an order in the public interest against the Respondent, Stephane Gagnon (Gagnon), based on criminal convictions by the Ontario Superior Court of Justice (ONSC). This order is sought without providing the Respondent an opportunity to be heard pursuant to paragraph 3 of s. 127(4.0.1) of the Ontario Securities Act, RSO 1990, c S.5 (the Act).
2. In 2025, Gagnon was criminally convicted of one count of fraud over $5,000, contrary to s. 380(1)(a) of the Criminal Code, RSC, 1985, c C-46 (the Criminal Code) and one count of uttering a forged document, contrary to s. 368(1) of the Criminal Code. Gagnon's conviction was based on uncontested facts that between August 1, 2015 and May 31, 2021, he fraudulently solicited $20,102,802 from 335 investors, misappropriated approximately 30% of the funds for his personal benefit and the benefit of his family and friends, and forged tax opinions in an attempt to persuade a trust company to continue its business relationship with him and his companies.
3. For his convictions, Gagnon was sentenced to 5 years in custody for the count of fraud over $5,000, less time served in pre-trial custody, and 365 days in custody, concurrently, for the count of uttering a forged document. In addition, the ONSC imposed a no-contact order with respect to Gagnon's victims, a prohibition order with respect to having authority over the money and valuable security of another person in an employment or volunteer work capacity, a restitution order in the amount of $4,010,956.33, and a fine in lieu of forfeiture in the amount of $7,406,614.00.
4. The Tribunal has jurisdiction to make orders in the public interest on an ex parte basis under ss. 127(1) and 127(4.0.1) of the Act where, as here, a person or company has been convicted of an offence arising from a transaction, business, or course of conduct related to securities or derivatives.
5. The order sought is in the public interest. It is necessary to restrain potential future misconduct by the Respondent that exposes Ontario investors to unacceptable risks and to deter others from engaging in misconduct that constitutes fraud under the Act.
6. On April 15, 2024, Gagnon was charged with two counts under the Criminal Code:
(a) one count of fraud over $5,000 at the City of Toronto, and elsewhere in the Province of Ontario and throughout Canada, contrary to s. 380(1)(a) of the Criminal Code (Count 1); and
(b) one count of using a forged document as if it were genuine at the City of Vancouver and elsewhere in the Province of British Columbia and elsewhere in Canada, contrary to s. 368(1) of the Criminal Code (Count 2).
7. Gagnon did not plead guilty to either Count 1 or Count 2. However, Gagnon agreed to facts (the Agreed Facts) which the Crown proffered as admissions under s. 655 of the Criminal Code and read into the court record.
8. On March 25, 2025, the Honourable Justice R. Goldstein convicted Gagnon of Count 1 and Count 2 based on the Agreed Facts.
9. On July 23, 2025, based on a joint position on sentencing between Gagnon and the Crown (the Joint Position on Sentence), the Honourable Justice R. Goldstein sentenced Gagnon as follows:
(a) with respect to Count 1, 5 years or 1825 days in custody, less 1215 days of pre-sentence custody, with 610 days left to serve, to be served consecutive to any other sentence now being served in respect of a prior offence;
(b) with respect to Count 2, 365 days in custody, with credit for 365 days time served, concurrent to Count 1;
(c) a no-contact order pursuant to s. 743.21(1) of the Criminal Code with respect to Gagnon's victims;
(d) a prohibition order preventing Gagnon from seeking, obtaining, or continuing any employment, or becoming or being a volunteer in any capacity, that involves having authority over the money or valuable security of another person for a period of 8 year;
(e) a restitution order in the total amount of $4,010,956.33; and
(f) a fine in lieu of forfeiture of $7,406,614.00 with 8 years to pay and 7.5 years in custody for failure to pay.
10. The Commission relies on the following admissions in the Agreed Facts:
(a) Between August 1, 2025 and May 31, 2021 (the Relevant Period), Gagnon solicited and received $20,102,802 from 335 investors. Over time, the majority of this amount was returned to investors. A net amount of $7,756,614 remains outstanding.
(b) Gagnon was the sole director of 8565287 Canada Inc. (856) starting in August 2015. Gagnon operated 856 under various names including The Finance Company, Unlock My RSP, SMAP Financial Service, and The Loan Shop (collectively, the Gagnon Companies).
(c) Gagnon is not an investment advisor and neither he nor the Gagnon Companies were registered dealers or registrants under the Act.
(d) The Gagnon Companies targeted investors who wanted to access funds in their locked-in retirement accounts (LIRAs). Gagnon advertised to the public that he could help them do so if they invested money in his company.
(e) In particular, Gagnon represented to investors that they could access their LIRAs in one of two ways:
i. by borrowing 60% of their LIRA funds as a loan with a 6-8% interest rate, with the remaining 40% earning a 10% interest rate; or
ii. by receiving their funds in four tranches equaling the value of their 856 shares, less a 4.99% fee and withholding taxes paid on their behalf.
(f) During the Relevant Period, the Gagnon Companies directed 335 investors from across Canada to transfer their LIRAs to one of two trust companies. The trust companies liquidated the holdings in the investors' accounts and used the funds to purchase shares in 856.
(g) Pursuant to this process, $20,102,076 from investors was directed to 856. Of this amount, $12,241,985 (approximately 61%) was repaid to investors, and approximately $6.1 million (approximately 30%) was used to pay Gagnon's personal expenses or transferred to Gagnon's other companies or his friends and family.
(h) In March 2018, after the first trust company ceased doing business with Gagnon due to investor complaints, Gagnon began using the services of a second trust company.
(i) In October 2019, the second trust company advised Gagnon that they were ending their business relationship with him due to numerous complaints from investors who had not received promised funds.
(j) To persuade the second trust company to continue receiving investor funds, Gagnon provided two tax opinions purportedly authored by a lawyer in British Columbia. The lawyer denied that he wrote either tax opinion.
(k) As a result of the forgery, the second trust company refused to renew its relationship with Gagnon.
(l) Further, there were no payments made to Canada Revenue Agency, contrary to representations made by Gagnon and/or the Gagnon Companies that withholding taxes were paid on behalf of investors.
(m) As a result, many investors were left with tax liabilities in addition to their non-recovery of funds.
11. Pursuant to paragraph 3 of s. 127(4.0.1) of the Act, if a person or company has been convicted in any jurisdiction of an offence arising from a transaction, business, or course of conduct related to securities or derivatives, the Tribunal may make any of the orders described in paragraphs 1 to 8.5 of s. 127(1) of the Act against the Respondent without giving the Respondent an opportunity to be heard.
12. Gagnon has been convicted of offences arising from a transaction, business, or course of conduct related to securities.
13. In connection with his agreement to the Joint Position on Sentence, Gagnon was informed that the Commission would likely seek an administrative order in the nature of a cease trade order and a director and officer ban.
14. It is in the public interest to make the requested orders against the Respondent to protect investors and safeguard the integrity of Ontario's capital markets.
15. The Commission requests that the Tribunal make the following orders against Gagnon:
(a) pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Gagnon cease permanently;
(b) pursuant to paragraph 2.1 of subsection 127(1) of the Act, acquisition of any securities by Gagnon be prohibited permanently;
(c) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law not apply to Gagnon permanently;
(d) pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Gagnon resign any positions that he holds as a director or officer of any issuer or registrant;
(e) pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Gagnon be prohibited permanently from becoming or acting as a director or officer of any issuer or registrant;
(f) pursuant to paragraph 8.5 of subsection 127(1) of the Act, Gagnon be prohibited permanently from becoming or acting as a registrant or promoter; and
(g) such other order or orders as the Tribunal considers appropriate.
March 25, 2026 |
ONTARIO SECURITIES COMMISSION |
20 Queen Street West, 22nd Floor |
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Toronto, ON |
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M5H 3S8 |
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Christine Gorgi |
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Litigation Counsel |
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Enforcement Division |
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LSO# 85216P |
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Tel: (416) 263-7717 |
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Email: cgorgi@osc.ca |
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Ontario Securities Commission and Amar Bahadoorsingh -- ss. 127(1), 127(4.0.1)
BETWEEN:
File No. 2026-12
Adjudicator: |
M. Cecilia Williams |
April 30, 2026
(Subsections 127(1) and 127(4.0.1) of theSecurities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider an application brought by the Ontario Securities Commission for an order imposing sanctions against the respondent, Amar Bahadoorsingh, without giving the respondent an opportunity to be heard, pursuant to subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5 (the Act);
ON READING the materials filed by the Commission, including the Final Judgment of the United States District Court of Massachusetts, dated March 31, 2023;
IT IS ORDERED THAT:
1. pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act, Bahadoorsingh is permanently prohibited from trading in any securities or derivatives, or acquiring any securities, except that he may trade securities or derivatives, and acquire securities, in any Registered Retirement Savings Plan, Registered Education Savings Plan, any Registered Retirement Income Funds, and/or Tax-Free Savings Account (as defined in the Income Tax Act, RSC, 1985, c 1 (5th Supp)) in which Bahadoorsingh has a beneficial ownership, provided that he carries out any permitted trading through a registered dealer, which dealer must be given a copy of this order;
2. pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Bahadoorsingh permanently;
3. pursuant to paragraphs 7, 8.1 and 8.3 of subsection 127(1) of the Act, Bahadoorsingh shall resign any positions that he holds as a director or officer of any issuer or registrant;
4. pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Bahadoorsingh is prohibited permanently from becoming or acting as a director or officer of any issuer or registrant; and
5. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Bahadoorsingh is prohibited permanently from becoming or acting as a registrant or promoter.
"M. Cecilia Williams"
BETWEEN:
(Subsections 127(1) and 127(4.0.1) of the Securities Act, RSO 1990, c S.5)
1. The Applicant, the Ontario Securities Commission (the Commission), requests that the Capital Markets Tribunal (the Tribunal) make an order in the public interest against the Respondent, Amar Bahadoorsingh (Bahadoorsingh), reciprocating an order of the U.S. District Court of the District of Massachusetts (the District Court). This order is sought without providing the Respondent an opportunity to be heard pursuant to subsection 127(4.0.1) of the Ontario Securities Act, RSO 1990, c S.5 (the Act).
2. The District Court's order was based on a complaint filed by the U.S. Securities and Exchange Commission (SEC) against Bahadoorsingh in 2021 (the Complaint). The Complaint alleged that between 2016 and October 2020 (the Relevant Period), the Respondent, along with an individual named Vincenzo Carnovale (Carnovale), engaged in fraudulent schemes with respect to the stock of Momentous Holdings Corp. and Uneeqo Inc. Namely, the Respondent, together with Carnovale:
(a) secretly gained control of these companies by making it appear that their shares were owned by multiple unaffiliated entities, which in reality were holding stock as nominees for Bahadoorsingh and Carnovale;
(b) hired stock promoters to generate demand for the shares of Momentous Holdings Corp.; and,
(c) sold the shares of Momentous Holdings Corp. and Uneeqo Inc. illegally to unsuspecting investors by:
i. misleading investors, brokers and transfer agents about the provenance of the shares and their beneficial ownership of them to create the appearance that the shares were eligible for trading in public markets; and
ii. making materially false and misleading statements in publicly filed financial statements and reports.
3. On March 31, 2023, the SEC obtained default judgment against Bahadoorsingh. The default judgment imposed a civil penalty, a disgorgement order, and permanent trading bans.
4. The Tribunal has jurisdiction to make orders in the public interest on an ex parte basis under ss. 127(1) and 127(4.0.1) where, as here, a person or company has been found by a court in any jurisdiction to have contravened the laws of the jurisdiction respecting securities or derivatives.
5. The order requested herein is in the public interest. It is necessary to restrain potential future misconduct by Bahadoorsingh that exposes Ontario investors to unacceptable risks and to deter others from engaging in fraudulent conduct, including the operation of a pump-and-dump scheme.
i. Background
6. At the time of the Complaint, Bahadoorsingh was 51 years old, a resident of British Columbia, and a dual citizen of the United Kingdom and Canada.
7. Momentous Holdings Corp. (Momentous) was incorporated in Nevada in May 2015 and was publicly traded during the Relevant Period. Momentous operated as an alcoholic beverage producer.
8. Uneeqo Inc. (Uneeqo) was incorporated in Nevada in January 2012. The company described itself at various times as being in the business of metal mining, software services, and disinfecting services and solutions. Uneeqo's stock was registered with the SEC from June 2013 to December of 2017.
9. During the Relevant Period, Momentous' and Uneeqo's stock traded on Over-the-Counter Markets (OTC Markets). OTC Markets is a stock quotation service that facilitates the public trading of shares in public companies not listed on national securities exchanges.
ii. Allegations
10. The SEC made the following allegations against Bahadoorsingh:
(a) unregistered offering of securities with respect to Momentous stock, contrary to ss. 5(a) and 5(c) of the U.S Securities Act of 1933 [15 U.S.C. §§77e(a), (c) and 77q(a)(1), (3)] (the U.S. Securities Act);
(b) fraud in the offer or sale of securities with respect to Momentous and Uneeqo stock, contrary to ss. 17(a)(1) and 17(a)(3) of the U.S. Securities Act;
(c) obtaining money or property by misrepresentations in connection with the offer or sale of securities with respect to Uneeqo stock, contrary to s. 17(a)(2) of the U.S. Securities Act; and
(d) fraud in connection with the purchase or sale of securities with respect to Momentous and Uneeqo stock, contrary to s. 10(b) of the U.S. Securities Exchange Act of 1934 [15 U.S.C. §78j(b)] (the Exchange Act) and rules 10b-5(a), (b) and (c) thereunder.
iii. Fraudulent Scheme involving Momentous
Acquisition of Momentous Shares
11. On or about December 31, 2015, the SEC approved Momentous' S-1 registration statement, permitting it to offer up to 5,000,000 shares of common stock for US$0.04 a share. In April 2016, 1,285,000 of these shares were purportedly purchased by UK nationals for US$51,400 (the Momentous S-1 Shareholders).{1}
12. At some point before August 2016, Carnovale obtained control over all the shares issued to the Momentous S-1 Shareholders. Shortly thereafter, Carnovale directed the physical share certificates issued to the Momentous S-1 Shareholders be held with: (1) The Sharp Group, a Vancouver-based organization run by Fred Sharp; and (2) Wintercap SA, a purported Swiss-based asset manager. Both the Sharp Group and Wintercap SA were in the business of assisting their clients in hiding their ownership in penny stocks. Bahadoorsingh would rely on these groups to conceal his ownership stake in Momentous.
13. Beginning early 2017, Bahadoorsingh and Carnovale transferred large tranches of Momentous shares to two nominee entities (the Nominee Entities), Travel Data Solutions LLC (Travel Data) -- a Wyoming company -- and Success Zone Technologies Limited (Success Zone) -- a Hong Kong company.
Fraudulent Representations to Brokers
14. To execute some of the transfers made to the Nominee Entities in early 2017, Bahadoorsingh directed an unnamed person in Florida (Person 1) to fabricate documents that falsely demonstrated the Nominee Entities paid the Momentous S-1 Shareholders for their shares.
15. Bahadoorsingh did so to deceive the brokers into believing the Nominee Entities had purchased the shares from the Momentous S-1 Shareholders (who had obtained the shares from a registered sale), thus making the shares immediately available for trading and not otherwise subject to registration, holding, and disclosure requirements, or limitations on affiliate sales.
16. Bahadoorsingh and Person 1 made further false and misleading statements to the Success Zone broker (Broker A) when collecting and distributing proceeds from the sale of Momentous shares held by Success Zone. The purpose behind this deceit was to avoid Broker A's wire transfer restrictions (i.e., funds from the sale of shares could only be transferred to a bank account in the same name as the customer's brokerage account) and heightened anti-money laundering diligence practices triggered by transfers to foreign bank accounts.
17. To escape these restrictions, given that Success Zone was a Hong Kong entity, Bahadoorsingh and Person 1 set up a Wyoming entity and bank account for "Success Zone Technology Limited, LLC" (emphasis added). Bahadoorsingh and Person 1 then instructed Broker A to wire the money for "Success Zone Technology" into a bank account under the same name. In reality, the funds were being deposited into the LLC account. The information provided to Broker A was purposely truncated and intended to deceive Broker A into believing that the non-foreign bank account and the brokerage account were in the same name and held by Success Zone.
18. As a result of this deception, Broker A processed numerous wire transfers for Bahadoorsingh and Person 1 leading to the pilfering of US$500,000 in proceeds from the sale of Momentous shares through Success Zone.
Fraudulent Representations in Connection with the Sale of Shares
19. Bahadoorsingh and Person 1 made further false and misleading statements in their sale of Momentous shares to an entity that held itself out as a venture capital and private equity firm (Firm A). Firm A, believing the statements to be true, passed them along to their broker (Broker B). Broker B accepted 1.5 million shares in Momentous for deposit, making them immediately available for sale to the public, and resulting in 300,000 shares being sold to investors.
20. In or about late 2019 and into early 2020, Firm A purchased roughly 1.5 million unrestricted Momentous shares at a discount of roughly 90% of the then-current market price from Travel Data. In exchange, Firm A agreed to provide Momentous a US$250,000 convertible promissory note. At the time, Bahadoorsingh had represented to Firm A that Travel Data had purchased these shares from the Momentous S-1 Shareholders. In reality, Travel Data never purchased any shares from the Momentous S-1 Shareholders, nor had the shareholders received any compensation -- Travel Data had obtained these shares from Carnovale.
21. When Firm A tried to deposit these shares, Broker B requested additional identification documentation of the Momentous S-1 Shareholders. Having no such information, Bahadoorsingh again turned to collaborating with Person 1 to falsify this identifying information. These falsified documents were sent to Firm A and then passed to Broker B. Broker B accepted the 1.5 million Momentous shares for deposit, and Firm A ultimately sold at least 300,000 shares to the investing public.
Momentous Stock Promotion
22. In Spring of 2020, Bahadoorsingh and Carnovale hired stock promoters to tout Momentous stock to the public.
23. When the promotion began, Bahadoorsingh and Carnovale were the beneficial owners of roughly 23% of the outstanding Momentous shares, 77% of the Momentous shares issued without restrictions, and 52% of the float. This ownership stake was concealed through the Nominee Entities and never disclosed in Momentous' financial filings or by the stock promoters to potential investors. Moreover, Bahadoorsingh never registered the sale of the Momentous stock with the SEC, as required. Investors were entirely unaware that the majority of shares available for trading belonged to Bahadoorsingh and Carnovale who were colluding to increase the demand and price for Momentous stock.
24. Bahadoorsingh and Carnovale's efforts to promote Momentous stock led to a significant increase in the stock's trading price and volume. During March and April 2020, Bahadoorsingh together with Carnovale, sold roughly 476,601 shares of Momentous for net proceeds of US$279,000 through Success Zone. Of this amount, Bahadoorsingh deposited approximately $142,000 into his personal bank account and sent US$50,000 to Carnovale through two nominee companies. Additional amounts were distributed to the stock promoters and Person 1. At no time did Bahadoorsingh register any of the Momentous stock he was facilitating the sale of.
iv. Fraudulent Scheme involving Uneeqo
Acquisition of Uneeqo Stock
25. In 2012, approximately 35 South Korean residents (the Uneeqo S-1 Shareholders) purportedly purchased 5,000,000 shares of Uneeqo for US$50,000. In 2013, Uneeqo filed an S-1 registration form with the SEC to register the sale of these shares to the public at US$0.02 a share.{2}
26. Between 2014 and 2016, Carnovale acquired at least 23 of the 50 million unrestricted shares held by the Uneeqo S-1 Shareholders. He then divided his 23 million shares among numerous nominee entities (the Uneeqo Nominees) by relying on the services of the Sharp Group, Wintercap SA, and Blacklight SA, another firm in Switzerland that assists clients in concealing their connection with corporate entitles and the ownership of shares. Carnovale enacted a pump-and-dump scheme on the Uneeqo stock that was similar to the scheme involving Momentous.
Fraudulent Representations Concerning Uneeqo's Convertible Debt
27. By late 2018, Bahadoorsingh became increasingly involved in the Uneeqo fraud scheme, and throughout 2019 and 2020, Bahadoorsingh exercised control over various aspects of Uneeqo's management.
28. On February 15, 2019, Bahadoorsingh sold to Firm A a US$65,000 convertible note that Uneeqo had purportedly issued to Travel Data. Bahadoorsingh provided Firm A with fabricated documents purporting to show that Travel Data had wired Uneeqo US$65,000.
29. Between February 2019 and June 2020, Firm A converted portions of the US$65,000 note numerous times. This caused Uneeqo to issue more than 490 million immediately tradeable shares to Firm A, resulting in a significant dilution of the share price. Each time a portion of the note was converted, Firm A provided Uneeqo's transfer agent a package of supporting documents that included the fabricated wire remittance record.
30. Following this first note, Uneeqo issued another US$60,000 convertible note directly to Firm A on February 22, 2019. Firm A did not pay Uneeqo in this transaction. Instead, on March 1, 2019, Firm A wired US$60,000 to the personal bank account of an associate of Bahadoorsingh. Bahadoorsingh subsequently accessed that account and transferred substantially all the money to himself and other associates.
False and Misleading Statements in Public Reports
31. In January 2020, Bahadoorsingh instructed Person 1 to upload Uneeqo's financial statements to OTC Markets for the fiscal year ending June 30, 2019. In this filing, it was reported that:
(a) Uneeqo and Travel Data entered into a promissory note for US$65,000 and the note defaulted; and
(b) the Note had "Conversion Terms" (e.g. pricing mechanism for determining conversion of instrument to shares) of 8%. These terms purported to inform investors of the potential effect the convertible debt on the number of outstanding shares.
32. These statements were false and misleading. The filings contained two key omissions: first, that Travel Data had sold this note to Firm A in February 2019; and second, that Firm A had renegotiated the terms of the of the note to obtain a much lower conversion rate. The new rate fixed the price at $0.0001 per share, entitling Firm A to 776,794,500 shares based on the face value of the note with accrued interest. The omissions deprived investors of material information regarding the risk of significant dilution of their Uneeqo shares.
33. On October 22, 2020, the SEC suspended trading in Uneeqo stock for a period of ten business days citing concerns about the accuracy of disclosure regarding "certain promissory notes" and the accuracy of Uneeqo's annual financials for the year ended June 30, 2020, as well as unusual trading activity in or around October 2020 affecting the market for Uneeqo's securities. Shortly after, OTC Markets Group discontinued the display of quotations for Uneeqo.
34. The SEC moved for default judgment on its claims against Bahadoorsingh. On March 31, 2023, the District Court granted the motion, concluding that Bahadoorsingh violated ss. 5(a), 5(c), and 17(a)(1), (2), and (3) of the U.S. Securities Act, and s. 10(b) of the Exchange Act and rules 10b-5(a), (b), and (c) thereunder. Judgment was entered against Bahadoorsingh (the Final Judgement). Pursuant to the Final Judgement, Bahadoorsingh was:
(a) permanently restrained and enjoined from violating ss. 5 and 17(a) of the U.S. Securities Act and s. 10(b) of the Exchange Act and rule 10b-5 thereunder;
(b) permanently barred from participating in an offering of penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any penny stock;
(c) permanently restrained and enjoined from directly or indirectly, including but not limited to, through any entity owned or controlled by him, participating in the issuance, purchase, offer or sale of any security, provided, however, that such injunction shall not prevent Bahadoorsingh from purchasing or selling securities listed on a national securities exchange for his own personal account;
(d) ordered to pay disgorgement of US$231,020, representing net profits gained as a result of the conduct alleged in the Complaint, plus prejudgment interest in the amount of US$28,416; and
(e) ordered to pay a civil penalty of US$207,183.
35. Pursuant to paragraph 1 of s. 127(4.0.1) of the Act, the Tribunal may make any of the orders described in paragraphs 1 to 8.5 of s. 127(1) of the Act on an ex parte basis if a person or company has been found by a court in any jurisdiction to have contravened the laws of the jurisdiction respecting securities or derivatives.
36. Bahadoorsingh has been found by the U.S. District Court to have contravened the laws of the U.S. respecting securities or derivatives.
37. Section 127(4.0.4) of the Act expressly allows the Tribunal to make orders under ss. 127(4.0.1) and 127(4.0.3) even though the Final Judgement predates the coming into force of ss. 127(4.0.1) and 127 (4.0.3).
38. It is in the public interest to make the requested order. Among other breaches, the Respondent's conduct would have constituted fraud under s. 126.1(1)(b) of the Act. Bahadoorsingh poses a risk to Ontario investors. The requested order is necessary to protect the investing public and safeguard the integrity of Ontario's capital markets.
39. The Commission requests that the Tribunal make the following orders against Bahadoorsingh:
(a) pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities or derivatives by Bahadoorsingh shall cease permanently, except that this order does not preclude Bahadoorsingh from trading in securities or derivatives in a registered retirement savings plan, registered education savings plan, any registered retirement income funds, and/or tax-free savings account (as defined in the Income Tax Act (Canada)) in which he has a beneficial ownership, provided that he carries out any permitted trading through a registered dealer, which dealer must be given a copy of this Order;
(b) pursuant to paragraph 2.1 of subsection 127(1) of the Act, Bahadoorsingh be permanently prohibited from acquiring any securities, except that this order does not preclude Bahadoorsingh from acquiring securities or derivatives in a registered retirement savings plan, registered education savings plan, any registered retirement income funds, and/or tax-free savings account (as defined in the Income Tax Act (Canada)) in which he has a beneficial ownership, provided that he carries out any permitted acquisitions through a registered dealer, which dealer must be given a copy of this Order;
(c) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Bahadoorsingh permanently;
(d) pursuant to paragraphs 7, 8.1, and 8.3 of subsection 127(1) of the Act, Bahadoorsingh shall resign any position that he holds as a director or officer of any issuer or registrant;
(e) pursuant to paragraphs 8, 8.2, and 8.4 of subsection 127(1) of the Act, Bahadoorsingh is permanently prohibited from becoming or acting as a director or officer of any issuer or registrant;
(f) pursuant to paragraph 8.5 of subsection 127(1) of the Act, Bahadoorsingh is permanently prohibited from becoming or acting as a registrant or a promoter; and
(g) such other order or orders as the Tribunal considers appropriate.
March 18, 2026 |
ONTARIO SECURITIES COMMISSION |
20 Queen Street West, 22nd Floor |
|
Toronto, ON |
|
M5H 3S8 |
|
Leo Ghiran |
|
Litigation Counsel |
|
Enforcement Division |
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LSO# 92713U |
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Email: LGhiran@osc.ca |
|
{1} On September 26, 2018, Momentous approved a stock dividend that operated as a 7-for-1 split of its commons stock. All subsequent references to Momentous shares reflect post-split totals.
{2} In December 2013, Uneeqo effected a 10-for-1 share split. All subsequent references to Uneeqo shares reflect post-split totals.
Jack Marks et al. -- Rule 34 of CMT Rules of Procedure
BETWEEN:
File No. 2025-11
Adjudicators: |
Andrea Burke (chair of the panel) |
Jane Waechter |
|
Dale Ponder |
May 4, 2026
(Rule 34 of the Capital Markets Tribunal Rules of Procedure)
WHEREAS the Capital Markets Tribunal held a hearing in writing to consider an adjournment motion brought by Jack Marks;
ON READING the materials filed by Jack Marks and upon being advised that CNSX Markets Inc. does not oppose the adjournment motion and the Ontario Securities Commission does not take a position on the adjournment motion, and all parties consent to the adjournment motion being heard in writing;
IT IS ORDERED, for reasons to follow, that:
1. Jack Marks' adjournment motion is dismissed;
2. the hearing shall proceed on the previously scheduled dates of May 8 and 13, 2026, at the Capital Markets Tribunal, located at 20 Queen Street West, 17th Floor, Toronto, Ontario, commencing at 11:00 a.m. EDT on each day, or as may be agreed to by the parties and set by the Registrar;
3. at the hearing on May 8, 2026, the panel will hear:
a. any motion by Jack Marks for permission (the Leave Motion) to bring:
i. a motion to introduce the new evidence referred to in his adjournment motion (the Marks New Evidence Motion); and
ii. a motion for relief to obtain the unspecified further relevant documentary and testimonial evidence referred to in his adjournment motion (the Marks Discovery Motion), if any;
b. if the Leave Motion or any part of it is granted, the Marks New Evidence Motion and the Marks Discovery Motion shall be heard, as applicable; and
c. CNSX Markets Inc.'s New Evidence Motion, dated September 26, 2025;
4. at the hearing on May 13, 2026, the panel will hear:
a. the merits of the application; and
5. materials with respect to the Leave Motion, Marks New Evidence Motion and Marks Discovery Motion shall be served and filed as follows:
a. by 12:00 p.m. EDT on May 6, 2026, Jack Marks shall serve and file the Leave Motion, Marks New Evidence Motion and Marks Discovery Motion and related motion record(s) and written submissions; and
b. by 12:00 p.m. EDT on May 7, 2026, CNSX Markets Inc. and the Ontario Securities Commission shall each serve and file any materials (including motion record(s) and written submissions) relating to the Leave Motion, Marks New Evidence Motion and Marks Discovery Motion;
c. the panel will entertain reply submissions, if any, from Marks orally at the hearing on May 8, 2026.
Ontario Securities Commission and KPMG LLP
File No. 2026-18
Adjudicators: |
Timothy Moseley (chair of the panel) |
Alan Stewart |
May 5, 2026
WHEREAS on May 5, 2026, the Capital Markets Tribunal held a hearing by videoconference;
ON HEARING the submissions of the representatives for the Ontario Securities Commission and for KPMG LLP;
IT IS ORDERED THAT:
1. by 4:30 p.m. on June 4, 2026, the Commission shall disclose to KPMG LLP the non-privileged, relevant documents and things in the Commission's possession or control;
2. by 4:30 p.m. on August 21, 2026, KPMG LLP shall serve and file a motion, if any, regarding the Commission's disclosure or seeking disclosure of additional documents;
3. by 4:30 p.m. on August 28, 2026, the Commission shall:
a. serve and file a witness list,
b. serve a summary of each witness's expected testimony, and
c. indicate any intention to call an expert witness, including providing the expert's name and the issues on which the expert will be testifying; and
4. a further case management hearing in this matter is scheduled for September 2, 2026, at 10:00 a.m. by videoconference, or as may be agreed to by the parties and set by the Registrar.
CSA Notice Regarding Coordinated Blanket Order 33-930 Exemptions from Requirements to Submit Certain Personal Information under National Instrument 33-109 Registration Information
April 30, 2026
The Canadian Securities Administrators (the CSA or we) are publishing substantively harmonized exemptions from certain requirements under National Instrument 33-109 Registration Information (the Instrument) to exempt individuals from the requirements to submit or update certain personal information under the Instrument.
Every member of the CSA is implementing the relief through Coordinated Blanket Order 33-930 Exemptions from Requirements to Submit Certain Personal Information Under National Instrument 33-109 Registration Information (the Coordinated Blanket Order).
Although the outcome is the same in all CSA jurisdictions, the language of the Coordinated Blanket Order issued by each province or territory may not be identical because each jurisdiction's blanket order must fit within the authority provided for in local securities legislation.
The information filing requirements under the Instrument are part of the registration regime and apply to (i) firms required to be registered as dealers, advisers, and investment fund managers, and (ii) certain individuals who act on their behalf. Under the Instrument, individuals must submit specified information when applying for registration (including reinstatement) or seeking review as a permitted individual. The Instrument also sets out certain requirements to update previously submitted information.
Information collected under the Instrument is used by the CSA to assess a filer's fitness for registration or for permitted individual status.
For individuals, this information includes (i) eye colour, hair colour, height, and weight information, and (ii) citizenship information (country of citizenship and passport information for individuals who are citizens of countries other than Canada). This information is required to be submitted in Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (Form 33-109F4).
The CSA has determined that (i) eye colour, hair colour, height, and weight information is not required to identify individuals submitting information under the Instrument or otherwise determine their fitness for registration or permitted individual status, and (ii) while citizenship information is sometimes used to confirm the identity of an individual as part of the registration process, this information, when needed, can be collected outside of the requirements in the Instrument.
Accordingly, the CSA plans to remove the requirements relating to this information when the Instrument is next amended.
As an interim measure, CSA members are implementing the Coordinated Blanket Order.
The Coordinated Blanket Order provides relief from the requirements under the Instrument to submit eye colour, hair colour, height, weight, and citizenship information by:
• exempting individuals from the requirements to provide this information in Form 33-109F4 when applying for registration (including reinstatement) or seeking review as a permitted individual; and
• exempting individuals from requirements to notify CSA members of changes to this information previously submitted in respect of an individual's Form 33-109F4.
The Coordinated Blanket Order will come into effect on May 1, 2026, and expire:
• in all jurisdictions except Ontario on the date on which amendments to the Instrument come into force that address substantially the same subject matter as the Coordinated Blanket Order (the Amendment Date); and
• in Ontario on the earlier of (i) November 1, 2027, or such later date (if any) to which the Coordinated Blanket Order is extended, and (ii) the Amendment Date.
Questions
Please refer any questions to any of the following:
Notice of General Order -- Ontario Instrument 33-510 Exemptions from Requirements to Submit Certain Personal Information under OSC Rule 33-506 (Commodity Futures Act) Registration Information
The Ontario Securities Commission (the Commission or OSC) is publishing an exemption from certain requirements under OSC Rule 33-506 (Commodity Futures Act) Registration Information (OSC Rule 33-506 or the Rule) to exempt individuals from the requirements to submit or update certain personal information under the Rule.
The Commission is implementing the relief through Ontario Instrument 33-510 Exemptions from Requirements to Submit Certain Personal Information Under OSC Rule 33-506 (Commodity Futures Act) Registration Information (the Order).{1}
The information filing requirements under the Rule are part of the registration regime and apply to (i) firms required to be registered as dealers and advisers, and (ii) certain individuals who act on their behalf. Under the Rule, individuals must submit specified information when applying for registration (including reinstatement) or seeking review as a permitted individual. The Rule also sets out certain requirements to update previously submitted information.
Information collected under the Rule is used by the Commission to assess a filer's fitness for registration or for permitted individual status.
For individuals, this information includes (i) eye colour, hair colour, height, and weight information, and (ii) citizenship information (country of citizenship and passport information for individuals who are citizens of countries other than Canada). This information is required to be submitted in Form 33-506F4 Registration of Individuals and Review of Permitted Individuals (Form 33-506F4).
The OSC has determined that (i) eye colour, hair colour, height, and weight information is not required to identify individuals submitting information under the Rule or otherwise determine their fitness for registration or permitted individual status, and (ii) while citizenship information is sometimes used to confirm the identity of an individual as part of the registration process, this information, when needed, can be collected outside of the requirements in the Rule.
Accordingly, the OSC plans to remove the requirements relating to this information when the Rule is next amended.
As an interim measure, the OSC is implementing the Order.
The Order provides relief from the requirements under the Rule to submit eye colour, hair colour, height, weight, and citizenship information by:
• exempting individuals from the requirements to provide this information in Form 33-506F4 when applying for registration (including reinstatement) or seeking review as a permitted individual; and
• exempting individuals from requirements to notify the OSC of changes to this information previously submitted in respect of an individual's Form 33-506F4.
The Order will come into effect on May 1, 2026, and expire on the earlier of the following:
• the date on which amendments to OSC Rule 33-506 come into force that address substantially the same subject matter as this Order;
• November 1, 2027, or such later date (if any) to which the Order is extended by the Commission.
{1} This Order is being made in conjunction with Coordinated Blanket Order 33-930 Exemptions from Requirements to Submit Certain Personal Information Under National Instrument 33-109 Registration Information whereby individuals will be provided with similar relief under National Instrument 33-109 Registration Information. See: CSA Notice regarding Coordinated Blanket Order 33-930 Exemptions from Requirements to Submit Certain Personal Information Under National Instrument 33-109 Registration Information.
Notice of Commission Approval of OSC Rule 13-513 Extension to Ontario Instrument 13-512 Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order)
May 7, 2026
On February 25, 2026, the Ontario Securities Commission (the OSC) made as a rule under the Securities Act (Ontario) (the Act) local OSC Rule 13-513 Extension to Ontario Instrument 13-512 Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order) in Ontario (the Rule).
The Rule extends the class relief issued on January 21, 2025, by Ontario Instrument 13-512Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order) (the OSC Class Order or the Order) by 18 months.
The OSC Class Order provides an exemption in Ontario from the requirement to transmit a Form 45-106F1 Report of Exempt Distribution (Report of Exempt Distribution) and any corresponding offering memoranda through SEDAR+ in connection with a distribution of an "eligible foreign security" to a "permitted client", as such terms are defined in the Report of Exempt Distribution, provided the distribution satisfies the conditions set out in the OSC Class Order. The exemption in the OSC Class Order is restricted to issuers that are not reporting issuers in any jurisdiction of Canada and that have not filed a SEDAR+ profile at the time of distribution.
The OSC Class Order will cease to be effective on July 21, 2026. Subject to ministerial approval, the Rule will extend the relief provided in the OSC Class Order for an additional 18-month period.
The text of the Rule is contained in Annex A of this Notice and is also available on the OSC website at www.osc.ca.
Under current securities laws, businesses distributing securities under certain prospectus exemptions are required to file a Report of Exempt Distribution through SEDAR+ within ten days of the distribution. An investment fund is required to file the Report of Exempt Distribution through SEDAR+ not later than 30 days after the end of the calendar year for exempt distributions. The OSC Class Order provides a temporary exemption from this requirement for a distribution of an eligible foreign security to a permitted client, provided the person or company eligible to rely on the OSC Class Order files the form of report in Appendix B to the Order in the manner set out in Appendix A to the Order.
The OSC Class Order is premised on the fact that the offering of an eligible foreign security would be expected to primarily occur in a foreign jurisdiction by a foreign issuer with a limited connection to Canada and that the distribution of such eligible foreign security to a Canadian permitted client would constitute a de minimis distribution in Canada.
The OSC has been advised by a number of stakeholders that the exemption provided in the OSC Class Order facilitates participation by Ontario permitted clients in global offerings of foreign issuers. The OSC Class Order aims to fulfill the OSC's mandate in a way that protects investors and market integrity while facilitating investment activities by Ontario-based permitted clients.
The OSC Class Order will cease to be effective on July 21, 2026. The purpose of the Rule is to extend the relief provided in the OSC Class Order for an additional 18-month period.
Paragraph 143.11(3)(b) of the Act provides the authority for the making of a rule that extends a class order for a further period of up to 18 months, in accordance with sections 143.3 to 143.6.
The OSC delivered the Rule to the Minister of Finance on or about April 29, 2026. The Minister may approve or reject the Rule or return it for further consideration. If the Minister approves the Rule or does not take any further action, the Rule will come into force on July 21, 2026.
Questions
Please refer any questions to the following OSC staff:
Purpose
1. This Rule provides, in Ontario, a temporary extension to the exemption provided in Ontario Instrument 13-512Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order), pursuant to paragraph 143.11(3)(b) of the Securities Act (Ontario).
Extension of temporary exemption
2. Section 11 of Ontario Instrument 13-512 Temporary Exemption from the Requirement to Transmit a Report of Exempt Distribution through SEDAR+ in connection with Distributions of Eligible Foreign Securities to Permitted Clients (Interim Class Order) is amended by replacing "July 21, 2026, unless extended by the Commission" with "January 21, 2028".
Effective date
3. This Rule comes into force on July 21, 2026.
Ontario Securities Commission -- Coordinated Blanket Order 33-930
Citation: Re Exemptions from Requirements to Submit Certain Personal Information Under National Instrument 33-109 Registration Information
May 1, 2026
1. Terms defined in the Securities Act (Ontario) (the Act) and National Instrument 33-109 Registration Information (NI 33-109 orthe Instrument) have the same meaning if used in this Order.
2. Information submitted by firms and individuals under NI 33-109 is used by the Ontario Securities Commission (the Commission) and other members of the Canadian Securities Administrators (the CSA) to assess a filer's fitness for registration in relation to their solvency, integrity, and proficiency or whether information gives rise to concerns with a filer's permitted individual status.
3. Information submitted by individuals under NI 33-109 includes (i) eye colour, hair colour, height, and weight information, and (ii) citizenship information (including, in some circumstances, passport information).
4. The CSA intends to amend NI 33-109 to remove the requirements to submit this information under the Instrument based on the CSA's determination that eye colour, hair colour, height, weight, and citizenship information is not required to identify an individual or otherwise determine fitness for registration or permitted individual status. This information, when needed, can be collected outside of the requirements in NI 33-109.
5. It is expected that amendments will be made to remove the requirements to submit this information under NI 33-109 when the Instrument is next amended.
6. The purpose of this Order is to exempt individuals from the requirements to submit this information under NI 33-109 as an interim measure until NI 33-109 is amended.
7. The Commission, considering that to do so would not be prejudicial to the public interest, orders under subsection 143.11(2) of the Act that:
(a) an individual required to submit a completed Form 33-109F4 under NI 33-109 is exempt from the requirement to submit information in any the following items in Form 33-109F4:
(i) item 3.4 [Eye colour];
(ii) item 3.5 [Hair colour];
(iii) item 3.6 [Height];
(iv) item 3.7 [Weight];
(v) item 4 [Citizenship] (collectively, the Specified Items),
(b) an individual required to submit a completed Form 33-109F5 under NI 33-109 is exempt from the requirement to submit information relating to any change to information previously submitted in respect of the individual's Form 33-109F4 in any of the Specified Items, and
(c) an individual is exempt from the requirement in section 4.1 of NI 33-109 to submit a notice of change if the change only relates to information previously submitted in item 4 [Citizenship] of the individual's Form 33-109F4.
8. This Order comes into effect on May 1, 2026, and will cease to be effective on the earlier of the following:
(a) the date on which amendments to NI 33-109 come into force that address substantially the same subject matter as this Order;
(b) November 1, 2027, unless extended by the Commission.
For the Commission:
Ontario Instrument 33-510 Exemptions from Requirements to Submit Certain Personal Information under OSC Rule 33-506 (Commodity Futures Act) Registration Information
Citation: Re Exemptions from Requirements to Submit Certain Personal Information Under OSC Rule 33-506 (Commodity Futures Act) Registration Information
May 1, 2026
1. Terms defined in the Commodity Futures Act (Ontario) (the Act) and OSC Rule 33-506 (Commodity Futures Act) Registration Information (OSC Rule 33-506 orthe Rule) have the same meaning if used in this Order.
2. Information submitted by firms and individuals under OSC Rule 33-506 is used by the Ontario Securities Commission (the Commission) to assess a filer's fitness for registration in relation to their solvency, integrity, and proficiency or whether information gives rise to concerns with a filer's permitted individual status.
3. Information submitted by individuals under OSC Rule 33-506 includes (i) eye colour, hair colour, height, and weight information, and (ii) citizenship information (including, in some circumstances, passport information).
4. The Commission intends to amend OSC Rule 33-506 to remove the requirements to submit this information under the Rule based on the Commission's determination that eye colour, hair colour, height, weight, and citizenship information is not required to determine fitness for registration or permitted individual status. This information, when needed, can be collected outside of the requirements in OSC Rule 33-506.
5. It is expected that amendments will be made to remove the requirements to submit this information under OSC Rule 33-506 when the Rule is next amended.
6. The purpose of this Order is to exempt individuals from the requirements to submit this information under OSC Rule 33-506 as an interim measure until OSC Rule 33-506 is amended.
7. The Commission, considering that to do so would not be prejudicial to the public interest, orders under subsection 75(2) of the Act that:
(a) an individual required to submit a completed Form 33-506F4 under OSC Rule 33-506 is exempt from the requirement to submit information in any the following items in Form 33-506F4:
(i) item 3.4 [Eye colour];
(ii) item 3.5 [Hair colour];
(iii) item 3.6 [Height];
(iv) item 3.7 [Weight];
(v) item 4 [Citizenship] (collectively, the Specified Items),
(b) an individual required to submit a completed Form 33-506F5 under OSC Rule 33-506 is exempt from the requirement to submit information relating to any change to information previously submitted in respect of the individual's Form 33-506F4 in any of the Specified Items, and
(c) an individual is exempt from the requirement in section 4.1 of OSC Rule 33-506 to submit a notice of change if the change only relates to information previously submitted in item 4 [Citizenship] of the individual's Form 33-506F4.
8. This Order comes into effect on May 1, 2026, and will cease to be effective on the earlier of the following:
(a) the date on which amendments to OSC Rule 33-506 come into force that address substantially the same subject matter as this Order;
(b) November 1, 2027, unless extended by the Commission.
For the Commission:
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).
April 29, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta and Quebec.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-119
Brookfield Business Partners L.P.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceases to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
April 27, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-152
Everybody Loves Languages Corp.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceases to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
April 30, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Newfoundland and Labrador and Nova Scotia.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-172
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceases to be a reporting issuer under securities legislation.
Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii).
April 30, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia and Alberta.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-194
Brookfield Business Holdings Corporation (formerly Brookfield Business Corporation)
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).
April 27, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
OSC File #: 2026-153
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2026 BCSECCOM 146
April 30, 2026
¶ 1 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 British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan, and Yukon, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 -- Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada whereby the Filer is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2026-148
Atlantis Submarines (International Holdings), Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act, s. 88 -- The securities of the issuer are beneficially owned by more than 50 persons and are not traded through any exchange or market -- The issuer is in the process of winding up; the issuer intends to distribute all of its assets to shareholders; the issuer has ceased all commercial activity and will be dissolved after the liquidation process is complete; shareholders voted to approve the liquidation plan and were notified of the issuer's intention to file an application to cease to report; the issuer has undertaken to provide shareholders with alternative disclosure and to notify the securities regulator if they commence an active business and no longer intend to dissolve.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
Citation: 2026 BCSECCOM 135
April 27, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta and Yukon, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is a corporation existing under the Business Corporations Act (British Columbia) (the BCBCA);
2. the Filer's head office is located in North Vancouver, British Columbia;
3. the Filer is a reporting issuer in Alberta, British Columbia, Ontario and Yukon;
4. as of February 19, 2026, the Filer has 9,010,972 common shares (the Shares) issued and outstanding and the Shares are the only outstanding securities of the Filer;
5. the Filer has a total of 382 beneficial holders of Shares worldwide, of which approximately 95% are residents of Canada;
6. securities of the Filer are not, and never have been, listed on any stock exchange or marketplace as defined in National Instrument 21-101 Marketplace Operation (NI 21-101);
7. the Filer last issued securities on October 23, 2003;
8. at a special general meeting of shareholders of the Filer held on December 29, 2025 (the Meeting), 100% of the votes cast at the Meeting approved, among other things:
(a) the Filer seeking an exemptive relief order pursuant to which the Filer would cease to be a reporting issuer;
(b) the sale, transfer or disposition of all or substantially all of the assets and liabilities of the Filer; and
(c) the voluntary wind-up and dissolution of the Filer in accordance with the BCBCA;
9. the Filer currently maintains no active business or operations in Canada or elsewhere;
10. the Filer is currently taking steps to dissolve its subsidiaries in the United States of America and the Cayman Islands, divesting all investments in Barbados, discharging or otherwise assigning all of its liabilities and obligations and selling, transferring or disposing of all of its remaining assets and completing all other acts required to liquidate its business such that the Filer will have no assets or liabilities;
11. the Filer will satisfy all of its liabilities and distribute all of its assets, and intends to dissolve in accordance with the provisions of the BCBCA as approved by the shareholders of the Filer; upon release and satisfaction of all liabilities, including for greater certainty, contingent liabilities, the Filer intends to make a final distribution of any remaining property to its shareholders;
12. the Filer does not intend to seek public or private financing by way of an offering of securities;
13. the Filer must secure a tax clearance certificate from the Canada Revenue Agency before it can dissolve;
14. all issued and outstanding securities of the Filer will be cancelled upon the dissolution of the Filer;
15. the Filer has undertaken that:
(a) it will, as soon as practicable upon receipt of the Order Sought, issue and file a news release advising its securityholders:
i that it has ceased to be a reporting issuer; and
ii of the anticipated date of its dissolution and any possible final distribution to its securityholders;
(b) if it has not dissolved on or before July 31, 2026, it will, on or about that date, issue a news release regarding the status of its liquidation and anticipated timing of its dissolution;
(c) if it has not dissolved by October 31, 2026, it will, on or about that date and thereafter on a quarterly basis until it dissolves, issue a news release regarding the status of its liquidation and dissolution;
(d) it will immediately notify the Jurisdictions if at any time before its dissolution it:
i commences an active business or any commercial operations;
ii undertakes a private or public offering of securities in any jurisdiction; or
iii no longer intends to dissolve; and
(e) it has made arrangements for a person to, as soon as practicable after the date of dissolution, issue a news release confirming the dissolution;
16. the Filer is not in default of securities legislation in any jurisdiction;
17. no securities of the Filer, including debt securities, are traded in Canada or any other country on a marketplace as defined in NI 21-101 or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
18. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it has more than 50 shareholders in Canada; the Filer is also not eligible to use the modified procedure under NP 11-206 as it is not incorporated or organized under the laws of a foreign jurisdiction; and
19. the Filer, upon the grant of the Order Sought, will no longer be a reporting issuer in any jurisdiction of Canada.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2026-88
Paragon Advanced Labs Inc. -- s. 1(11)(b)
Paragraph 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
(Paragraph 1(11)(b))
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order (the Order) pursuant to paragraph 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission as follows:
1. The Applicant is a corporation existing under the laws of the Province of British Columbia and governed by the Business Corporations Act (British Columbia).
2. The Applicant filed Articles of Amendment on December 5, 2025 to change its name from 1317220 B.C. Ltd. to Paragon Advanced Labs Inc.
3. The Applicant's head office is located at 120 Adelaide St. West, Suite 2400, Toronto, ON M5H 1T1 and the Applicant's registered office is located at Suite 530 -- 355 Burrard St., Vancouver, BC V6C 2G8.
4. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the BC Securities Act) and the Securities Act (Alberta) (the Alberta Securities Act). The Applicant, as the successor entity of a reverse takeover transaction became a reporting issuer in British Columbia and Alberta on December 17, 2021.
5. The Applicant is not a reporting issuer or the equivalent in any jurisdiction of Canada other than British Columbia and Alberta.
6. Upon closing of the business combination transaction amongst 1317220 B.C. Ltd., Britannia Mining Solutions Inc., and 16796788 Canada Ltd. by way of a three-cornered amalgamation (the RTO Transaction), which closed on December 9, 2025, the Applicant's authorized share capital consisted of an unlimited number of common shares (the Common Shares), of which 32,441,262 Common Shares were issued and outstanding as of April 14, 2026. The Applicant also has 814,310 warrants to purchase Common Shares and 320,000 options exercised into Common Shares outstanding as of April 14, 2026.
7. The Common Shares are listed and posted for trading on the facilities of the TSX Venture Exchange (TSXV) under the symbol "PALS" and began trading on December 11, 2025. The Common Shares are not listed or posted for trading on any other stock exchange or quotation system.
8. No other securities of the Applicant are listed, traded or quoted on any stock exchange or trading or quotation system.
9. The Applicant's principal regulator is the British Columbia Securities Commission. The Commission will be the principal regulator of the Applicant once it has obtained reporting issuer status in Ontario. Upon granting of the Order, the Applicant will amend its System for Electronic Document Analysis and Retrieval + (SEDAR+) profile to indicate that the Commission is its principal regulator.
10. The Applicant is subject to continuous disclosure requirements under the BC Securities Act and the Alberta Securities Act, which disclosure requirements are substantially similar to the disclosure requirements under the Act.
11. The Applicant is not on the lists of defaulting reporting issuers maintained in accordance with the Alberta Securities Act or the BC Securities Act or the rules and regulations made under either statute, and is not in default of any requirement of either the Alberta Securities Act or the BC Securities Act or the rules and regulations made under either statute.
12. The continuous disclosure materials filed by the Applicant are available on SEDAR+ under the Applicant's issuer profile.
13. The Applicant is not in default of any of the rules, regulations or policies of the TSXV.
14. Pursuant to section 18 of Policy 3.1 -- Directors, Officers, Other Insiders & Personnel and Corporate Governance of the TSXV Corporate Finance Manual (the Manual), a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 -- Interpretation of the Manual) and, upon becoming aware that it has a Significant Connection to Ontario, promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.
15. The Applicant has determined that it has a significant connection to the Province of Ontario because:
(a) upon completion of the RTO Transaction, the Applicant's mind and management is now located in the Province of Ontario as:
(i) the Applicant's head office is located in the City of Toronto, Ontario;
(ii) the location of a current operation is in the City of Hamilton, Ontario; and
(iii) all of the Applicant's board of directors are located in the Province of Ontario.
16. Neither the Applicant nor any of its officers or directors, nor any shareholder holding sufficient securities of the Applicant to materially affect the control of the Applicant, has:
(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;
(b) entered into a settlement agreement with a Canadian securities regulatory authority; or
(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
17. Neither the Applicant nor any of its officers or directors, nor any shareholder holding sufficient securities of the Applicant to materially affect the control of the Applicant, is or has been subject to:
(a) any known ongoing or concluded investigations by:
(i) a Canadian securities regulatory authority, or
(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(b) any bankruptcy or insolvency proceedings, or other proceeding, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
18. Except as stated below, neither any of the officers or directors of the Applicant, nor any shareholder holding sufficient securities of the Applicant to materially affect the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:
(a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
Mr. Peter Shippen is a director and the chief executive officer and Ms. Sarah Zilik is the chief financial officer of Britannia Life Sciences Inc., a company listed on the Canadian Securities Exchange, from 2019 to present. In August 2024, Britannia Life Sciences Inc. was subject to a cease trade order for the late filing of its audited annual financial statements and related annual management discussion and analysis. The cease trade order was revoked in September 2024. Mr. Shippen is a director and chief executive officer of the Applicant and Ms. Zilik is the chief financial officer of the Applicant.
AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities laws.
DATED at Toronto, Ontario on this 4th day of May 2026.
OSC File #: 2026/0032
Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2026 BCSECCOM 155
April 30, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which the Filer is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator the application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions of Canada and fewer than 51 security holders 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 an reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2026-125
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Issuer bid -- Modified Dutch auction -- Application for relief from the requirement to take-up and pay for shares on a pro rata basis and the related disclosure requirements for the issuer bid circular (section 2.26 of National Instrument 62-104 Take-Over Bids and Issuer Bids and item 8 of Form 62-104F2) -- Application for relief from the requirement to take-up all securities deposited under the issuer bid and not withdrawn if all the terms and conditions of the Offer have been complied with or waived and the Offer is under subscribed (subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids) -- requested relief granted, subject to conditions.
National Instrument 62-104 Take-Over Bids and Issuer Bids, ss. 2.26, 2.32(4) and 6.1 and item 8 of Form 62-104F2.
April 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), in connection with the proposed purchase by the Filer of a portion of its outstanding common shares (the Shares) pursuant to an issuer bid (the Offer), for an exemption, subject to the conditions set forth herein, from the following requirements (the Exemption Sought):
(a) the requirement in Section 2.26 of National Instrument 62-104 -- Take-Over Bids and Issuer Bids (NI 62-104) to take up and pay for Shares deposited pursuant to the Offer proportionately according to the number of Shares deposited by each holder (each, a Shareholder, and collectively, the Shareholders) of Shares (the Proportionate Take Up Requirement);
(b) the requirement in Item 8 of Form 62-104F2 -- Issuer Bid Circular (Form 62-104F2) to provide disclosure of the proportionate take up and payment of Shares under the Offer in the Filer's issuer bid circular (such circular collectively with the offer to purchase in respect of the Offer, the Circular) (the Proportionate Take Up Disclosure Requirement); and
(c) the requirement in Section 2.32(4) of NI 62-104 that an issuer bid not be extended if all the terms and conditions of the issuer bid have been complied with or waived unless the issuer first takes up all securities deposited under the issuer bid and not withdrawn (collectively, the Extension Take Up Requirement).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Québec, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories, Yukon and Nunavut.
Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation validly existing under the Business Corporations Act (Ontario) and is in good standing.
2. The head office and registered office of the Filer is located at 33 Yonge Street, Suite 810, Toronto, Ontario, Canada, M5E 1G4.
3. The Filer is a reporting issuer in each of the jurisdictions of Canada and the Shares are listed for trading on the Toronto Stock Exchange (the TSX) under the symbol "AIF". The Filer is not in default of any requirement of the securities legislation in any jurisdiction in which it is a reporting issuer.
4. The Filer's authorized share capital consists of (a) an unlimited number of Shares, and (b) an unlimited number of preferred shares, issuable in series. As of March 13, 2026, 39,666,476 Shares (net of 191,057 escrowed Shares), and no preferred shares, were issued and outstanding.
5. On February 19, 2026, the Filer announced that it had received approval from the TSX to renew its normal course issuer bid (the NCIB), pursuant to which the Filer may, during the period from February 25, 2026 to February 24, 2027, purchase for cancellation up to 3,248,929 Shares, representing approximately 10% of its public float as at February 11, 2026.
6. On March 13, 2026, the last trading day prior to the Filer's announcement and commencement of the Offer, the closing price of the Shares on the TSX was C$43.50. On the basis of this closing price, on such date the Shares had an aggregate market value of approximately C$1,733,802,686.00 (on a non-diluted basis).
7. The Filer commenced the Offer on March 16, 2026. In accordance with applicable Canadian securities laws, the Filer has temporarily suspended repurchases of any Shares under the NCIB until after the expiry or termination of the Offer.
8. Pursuant to the Offer, the Filer offers to purchase that number of Shares having an aggregate maximum purchase price of C$200,000,000 (the Specified Maximum Dollar Amount).
9. On March 13, 2026, the board of directors of the Filer (the Board) determined that the Offer is in the best interests of the Filer and Shareholders given, among other things, its significant level of cash on hand, stable financial profile, and the current market price of the Shares, which the Board believes does not currently reflect the fundamental value of the Filer. The Offer allows the Filer to return up to C$200,000,000 of capital to Shareholders who elect to tender their Shares, while at the same time increasing the proportionate equity ownership of Shareholders who elect not to tender.
10. The purchase price per Share (the Purchase Price) will be determined by the Filer through a modified "Dutch auction" procedure in the manner described below, but will not be less than C$42.00 and not more than C$52.00 per Share (the Price Range).
11. The Offer is made only for Shares and is not made for any convertible, exercisable or exchangeable securities. Pursuant to subsection 2.8(b) of NI 62-104, the Filer also made the Offer to each holder of convertible, exercisable or exchangeable securities that, before the expiry of the deposit period of the Offer, are convertible into, exercisable for or exchangeable for Shares. Such convertible, exercisable or exchangeable securities may, at the option of the holder, be converted, exercised or exchanged for Shares in accordance with the terms of such securities prior to the expiry of the deposit period of the Offer. Shares issued upon the conversion, exercise or exchange of the convertible, exercisable or exchangeable securities may be tendered to the Offer in accordance with the terms of the Offer.
12. Both the Specified Maximum Dollar Amount and the Price Range are specified in the Circular dated March 16, 2026.
13. The Filer will fund the purchase of Shares pursuant to the Offer, together with the fees and expenses of the Offer, using available cash on hand. The Offer is not conditional upon the receipt of financing.
14. A Shareholder wishing to tender to the Offer will be able to do so in the following ways:
(a) by making an auction tender (an Auction Tender) pursuant to which it agrees to tender to the Filer, at a specified price per Share (an Auction Price), a specified number of Shares, within the Price Range in increments of C$0.50 per Share;
(b) by making a purchase price tender (a Purchase Price Tender) pursuant to which it does not specify a price per Share, but rather agrees to have a specified number of Shares purchased by the Filer at the Purchase Price; or
(c) by making a proportionate tender (a Proportionate Tender) in which the tendering Shareholder tenders all of the Shares held by such Shareholder, at the Purchase Price to be determined pursuant to the Offer, on the basis that the Filer will only purchase such number of Shares so tendered that will result in the Shareholder maintaining its proportionate Share ownership in the Filer following the completion of the Offer.
15. A Shareholder may make both an Auction Tender and a Purchase Price Tender, but not in respect of the same Shares. A Shareholder who tenders Shares in an Auction Tender and/or a Purchase Price Tender cannot tender Shares in a Proportionate Tender. Shareholders may also make multiple Auction Tenders at different Auction Prices, but not in respect of the same Shares (i.e., Shareholders may tender different Shares at different prices, but cannot tender the same Shares at different prices). Shareholders making Auction Tenders or Purchase Price Tenders may tender less than all of their Shares to the Offer. Shareholders who tender Shares in a Proportionate Tender may not tender Shares in an Auction Tender or a Purchase Price Tender.
16. A registered Shareholder who makes a Proportionate Tender must deposit all of its Shares. A non-registered Shareholder who wishes its nominee to make a Proportionate Tender must deposit all of its Shares.
17. A Shareholder who properly tenders Shares without specifying the method in which it is tendering its Shares, or who makes an invalid Proportionate Tender, will be deemed to have made a Purchase Price Tender.
18. Any Shareholder who owns fewer than 100 Shares and tenders all of such Shareholder's Shares pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender will be considered to have made an Odd Lot Tender.
19. Promptly after the expiry of the Offer, the Filer will determine the Purchase Price based on the Auction Prices and the number of Shares deposited pursuant to valid Auction Tenders and Purchase Price Tenders (considered for purposes of determining the Purchase Price to have been tendered at the minimum Purchase Price within the Price Range). The Purchase Price will be the lowest price per Share that enables the Filer to purchase all of the Shares collectively tendered pursuant to Auction Tenders at Auction Prices less than or equal to that price and Purchase Price Tenders, having an aggregate Purchase Price that does not exceed the Auction Tender Limit Amount (as defined below); provided that if the aggregate purchase price for Shares collectively tendered pursuant to Auction Tenders at Auction Prices equal to the minimum Purchase Price within the Price Range and Purchase Price Tenders exceeds the Auction Tender Limit Amount, the Purchase Price will be the minimum Purchase Price within the Price Range. The term Auction Tender Limit Amount means the amount equal to: (a) the Specified Maximum Dollar Amount, less (b) the product of: (i) the Specified Maximum Dollar Amount; and (ii) a fraction, the numerator of which is the aggregate number of Shares owned by Shareholders making valid Proportionate Tenders, and the denominator of which is the aggregate number of Shares outstanding at the time of expiry of the Offer.
20. If the aggregate purchase price (the Auction Tender Purchase Amount) for Shares validly tendered and not properly withdrawn pursuant to, collectively, Auction Tenders at Auction Prices at or below the Purchase Price and Purchase Price Tenders is less than or equal to the Auction Tender Limit Amount, the Filer will purchase, at the Purchase Price, all Shares so tendered pursuant to Purchase Price Tenders and Auction Tenders at or below the Purchase Price.
21. If the Auction Tender Purchase Amount is greater than the Auction Tender Limit Amount, the Filer will purchase a portion of the Shares so tendered pursuant to Purchase Price Tenders and Auction Tenders at or below the Purchase Price, as follows: (a) first, the Filer will purchase all Shares tendered at or below the Purchase Price pursuant to Odd Lot Tenders, at the Purchase Price; and (b) second, the Filer will purchase at the Purchase Price, on a pro rata basis, that portion of the Shares tendered pursuant to Purchase Price Tenders and Auction Tenders at or below the Purchase Price having an aggregate purchase price, based on the Purchase Price, equal to: (i) the Auction Tender Limit Amount, less (ii) the aggregate amount paid by the Filer for Shares tendered pursuant to Odd Lot Tenders, in each case as set forth in clauses (a) and (b) above.
22. The Filer will purchase at the Purchase Price that portion of the Shares deposited by Shareholders making valid Proportionate Tenders that results in each tendering Shareholder maintaining their proportionate Share ownership following completion of the Offer.
23. The number of Shares that the Filer will purchase pursuant to the Offer and the aggregate purchase price will vary depending on whether the Auction Tender Purchase Amount is equal to or less than the Auction Tender Limit Amount. If the Auction Tender Purchase Amount is less than the Auction Tender Limit Amount, the Filer will purchase proportionately fewer Shares in the aggregate and, accordingly, there will be a proportionately lower aggregate purchase price.
24. If the Purchase Price is determined to be C$42.00 (being the minimum Purchase Price under the Offer), the maximum number of Shares that may be purchased by the Filer under the Offer is 4,761,904 Shares representing approximately 12.00% of the total number of issued and outstanding Shares as of March 13, 2026. If the Purchase Price is determined to be C$52.00 (being the maximum Purchase Price under the Offer), the maximum number of Shares that may be purchased by the Filer under the Offer is 3,846,153 Shares representing approximately 9.70% of the total number of issued and outstanding Shares as of March 13, 2026.
25. All Shares purchased by the Filer pursuant to the Offer (including Shares tendered at Auction Prices at or below the Purchase Price) will be purchased at the Purchase Price. Shareholders will receive the Purchase Price in cash. All Auction Tenders, Purchase Price Tenders and Proportionate Tenders will be subject to adjustment to avoid the purchase of fractional Shares (rounding down to the nearest whole number of Shares). All payments to Shareholders will be subject to deduction of applicable withholding taxes.
26. Shares validly deposited by a Shareholder pursuant to an Auction Tender will not be purchased by the Filer pursuant to the Offer if the Auction Price per Share specified by the Shareholder is greater than the Purchase Price. After the expiry of the deposit period of the Offer, the Filer will not extend the Offer if all terms and conditions of the Offer have been complied with or waived by the Filer and the aggregate Purchase Price is equal to or greater than the Specified Maximum Dollar Amount.
27. All Shares tendered to the Offer and not taken up will be returned to the appropriate Shareholders.
28. All deposited Shares not purchased under the Offer (including Shares deposited pursuant to Auction Tenders at prices in excess of the Purchase Price, Shares not purchased because of proration and Shares not accepted for purchase), or properly withdrawn before the Expiration Date (as defined below), will be returned or replaced (in the case of tenders where only a partial number of the tendered Shares are purchased) promptly after the Expiration Date or termination of the Offer or the date of proper withdrawal of the Shares, without expense to the Shareholder. In the case of Shares tendered through book-entry transfer, such Shares will be credited to the appropriate account, without expense to the Shareholder.
29. Until expiry of the Offer, all information about the number of Shares tendered and the prices at which the Shares are tendered will be required to be kept confidential by the depositary and the Filer until the Purchase Price has been determined.
30. Shareholders who do not accept the Offer will continue to hold the number of Shares owned before the Offer and their proportionate Share ownership will increase following completion of the Offer.
31. To the knowledge of the Filer, based on the shareholder's confirmation, Jarislowsky Fraser Global Investment Management, a division of 1832 Asset Management L.P. (Jarislowsky Fraser) beneficially owns, controls or exercises control or direction over 5,241,275 Shares (representing approximately 13.15% of the issued and outstanding Shares, including escrowed Shares, as of March 13, 2026).
32. To the knowledge of the Filer, based on public disclosure, EdgePoint Investment Group Inc. (EdgePoint) beneficially owns, controls or exercises control or direction over approximately 4,295,041 Shares (representing approximately 10.78% of the issued and outstanding Shares, including escrowed Shares, as of March 13, 2026).
33. As of March 13, 2026, to the knowledge of the Filer after reasonable inquiry, none of the Filer's principal shareholders has indicated any present intention to deposit Shares under the Offer.
34. In the event that Jarislowsky Fraser does not tender to the Offer, and assuming the maximum number of Shares (at the lowest Purchase Price) are taken up under the Offer, Jarislowsky Fraser would own approximately 14.93% of the Shares post-Offer. In the event that EdgePoint does not tender to the Offer, and assuming the maximum number of Shares (at the lowest Purchase Price) are taken up under the Offer, EdgePoint would own approximately 12.24% of the Shares post-Offer.
35. To the knowledge of the Filer, after reasonable inquiry, no person or company other than each of Jarislowsky Fraser and EdgePoint beneficially owns, or exercises control or direction over, more than 10% of the voting rights attached to all of the issued and outstanding Shares.
36. As of March 16, 2026, to the knowledge of the Filer and its directors and officers after reasonable inquiry, no director or officer of the Filer, no insider of the Filer other than a director or officer of the Filer, no associate or affiliate of the Filer or of an insider of the Filer, and no person or company acting jointly or in concert with the Filer, has indicated any present intention to deposit any of such person's or company's Shares pursuant to the Offer.
37. The Offer is scheduled to expire at 5:00 p.m. (Toronto time) on April 21, 2026 (the Expiration Date).
38. If all of the terms and conditions of the Offer have been complied with or waived by the Filer by the Expiration Date, but the Auction Tender Purchase Amount is less than the Auction Tender Limit Amount (which amount shall never exceed the Specified Maximum Dollar Amount for Shares validly tendered pursuant to any method under the Offer), the Filer may wish to extend the Offer without first taking up all the Shares deposited and not withdrawn under the Offer. Under the Extension Take Up Requirement, an issuer may not extend an issuer bid if all the terms and conditions of the issuer bid have been complied with or waived unless the issuer first takes up all the securities deposited and not withdrawn under the issuer bid.
39. As the determination of the Purchase Price requires that all Auction Prices and the number of Shares deposited pursuant to both Auction Tenders and Purchase Price Tenders be known and taken into account, the Filer will be unable to take up the Shares deposited and not withdrawn under the Offer as of the Expiration Date prior to extending the Offer because the Purchase Price will not and cannot be known as additional Auction Tenders and Purchase Price Tenders may be made during the extension period that will impact the calculation of the Purchase Price. Accordingly, relief from the Extension Take Up Requirement is required in connection with an extension of the Offer to enable the Filer to make a final determination regarding the Purchase Price, taking into account all Shares tendered prior to the Expiration Date and those tendered during any extension period.
40. Shares deposited pursuant to the Offer, including those deposited prior to the Expiration Date, may be withdrawn by the Shareholder at any time prior to the expiration of any extension period in respect of the Offer.
41. The Filer is relying on the exemption from the formal valuation requirements applicable to issuer bids under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) set out in subsection 3.4(b) of MI 61-101 (the Liquid Market Exemption).
42. There was a "liquid market" for the Shares, as such term is defined in MI 61-101, as of the date of the commencement of the Offer because, in accordance with paragraph 1.2(1)(a) of MI 61-101:
(a) there was a published market for the Shares (being the TSX);
(b) during the 12 months before March 13, 2026 (the last full trading day before announcement of the Offer):
(i) the number of issued and outstanding Shares was at all times at least 5,000,000 (excluding Shares beneficially owned, or over which control or direction was exercised, by related parties and securities that were not freely tradable), all of which Shares were freely tradable;
(ii) the aggregate trading volume of Shares on the TSX (the exchange on which the Shares were principally traded) was at least 1,000,000 Shares;
(iii) there were at least 1,000 trades in the Shares in the TSX; and
(iv) the aggregate of the value of the trades on the TSX was at least C$15,000,000; and
(c) the market value of the Shares on the TSX, as determined in accordance with MI 61-101, was at least $75,000,000 for February 2026 (the calendar month preceding the calendar month in which the Offer was announced).
43. ln addition, an opinion was voluntarily sought by the Filer and obtained from RBC Dominion Securities Inc. confirming that a liquid market existed for the Shares as of March 13, 2026 and that it is reasonable to conclude that, following the completion of the Offer, there will be a market for Shareholders who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer (the Liquidity Opinion). A copy of the Liquidity Opinion is attached to the Circular.
44. Based on the maximum number of Shares that may be purchased under the Offer and the Liquidity Opinion, the Board has determined that it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for holders of the Shares who do not tender to the Offer that is not materially less "liquid", as such term is defined in MI 61-101, than the market that existed on the date of the commencement of the Offer.
45. The Circular:
(a) discloses the mechanics for the take up of and payment for Shares as described herein;
(b) explains that, by tendering Shares at the lowest price in the Price Range under an Auction Tender or by tendering Shares under a Purchase Price Tender or Proportionate Tender, a Shareholder can reasonably expect that the Shares so tendered will be purchased at the Purchase Price, subject to proration and other terms of the Offer as specified therein;
(c) explains the manner in which the Purchase Price will be determined pursuant to the Offer and the process for which Shares will either be taken up or returned to Shareholders in accordance with the terms of the Offer;
(d) discloses that the Filer has applied for, or has then obtained, as the case may be, the Exemption Sought (or any aspect thereof);
(e) sets out the manner in which an extension of the Offer will be communicated to Shareholders;
(f) discloses that Shares deposited pursuant to the Offer may be withdrawn at any time prior to the expiry of the Offer;
(g) discloses, to the extent known after reasonable inquiry, the name of every person named in Item 11 of Form 62-104F2 who has accepted or intends to accept the Offer and the number of Shares in respect of which the person has accepted or intends to accept the Offer;
(h) discloses the facts supporting the Filer's reliance on the Liquid Market Exemption and attaches a copy of the Liquidity Opinion; and
(i) except to the extent exemptive relief is granted further to the Exemption Sought from the Proportionate Take Up Disclosure Requirement, contains the disclosure prescribed by applicable securities laws for issuer bids.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
(a) the Filer takes up Shares deposited pursuant to the Offer and not withdrawn and pays for such Shares, in each case, in the manner described herein and as set out in the Circular;
(b) the Filer is eligible to rely on the Liquid Market Exemption;
(c) the Filer complies with the applicable requirements of Regulation 14E promulgated under the 1934 Act in respect of the Offer; and
(d) the Filer will issue and file a press release announcing receipt of the Exemption Sought promptly, and in any case, no later than one (1) business day following receipt of the Exemption Sought.
Corton Capital Inc. and The Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from paragraphs 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c) of NI 81-102 to permit investment funds to purchase securities of underlying U.S. ETFs provided that, immediately after the purchase, no more than 10% of the NAV of the investment fund, in aggregate, taken at market value at the time of the purchase, consists of securities of underlying U.S. ETFs which are not reporting issuers in a Canadian jurisdiction and are not subject to NI 81-102 -- Relief granted from borrowing restriction in s. 2.6(1)(a)(i) of NI 81-102 to permit a fund to borrow cash from its custodian and, if required by the custodian, to provide a security interest over any of its portfolio assets as a temporary measure to fund the portion of any distribution payable to the fund's securityholders that represents, in the aggregate, amounts that are owing to, but not yet received by, the fund.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(a.1), 2.5(2)(c), 4.2(1)3, 2.6(1)(a)(i), Parts 9, 10 and 14, and 19.1.
April 28, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the Corton Rosenberg Global Macro Fund and all current and future investment funds (the Funds, and each, a Fund) that are, or will be, managed by the Filer or an affiliate of the Filer that are, or will be, subject to National Instrument 81 102 -- Investment Funds (NI 81-102) for a decision under the securities legislation of the principal regulator (the Legislation) for an exemption from:
(a) in respect of the Funds, the following provisions of NI 81-102 in order to permit each Fund to invest in securities of other existing and future investment funds that are not index participation units (IPUs) and whose securities are, or will be, listed for trading on a stock exchange in the United States (collectively, the Underlying ETFs):
(i) paragraphs 2.5(2)(a) and (a.1) to permit each Fund to purchase and/or hold securities of an Underlying ETF even though the Underlying ETF is not subject to NI 81-102; and
(ii) paragraph 2.5(2)(c) to permit each Fund to purchase and/or hold securities of an Underlying ETF even though the Underlying ETF is not a reporting issuer in any province or territory of Canada.
(collectively, the Underlying U.S. ETF Relief).
(b) in respect of the Funds, subparagraph 2.6(1)(a)(i) of NI 81-102 in order to permit each Fund to borrow cash from the custodian of the Fund (the Custodian) and, if required by the Custodian, to provide a security interest over any of its portfolio assets as a temporary measure to fund the portion of any distribution payable to beneficial or registered holders of securities of the Fund (the Securityholders) that represents, in the aggregate, amounts that are owing to, but not yet received by, the Fund (the Borrowing Relief).
(paragraphs (a) to (b), collectively, the Exemption Sought).
Under the process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the OSC) is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 81-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the laws of the Province of Ontario. The Filer has its head office in Carrying Place, Ontario.
2. The Filer is registered as: (a) an Investment Fund Manager in the Provinces of Ontario, British Columbia, Québec, and Newfoundland and Labrador; (b) an adviser in the category of Portfolio Manager in the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Québec, New Brunswick, Newfoundland and Labrador, and Nova Scotia; and (c) a dealer in the category of Exempt Market Dealer in the Provinces of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Newfoundland and Labrador, Nova Scotia, Yukon, and Nunavut.
3. The Filer or an affiliate of the Filer is, or will be, the investment fund manager of each Fund.
4. The Filer is not in default of securities legislation in any of the Jurisdictions.
The Funds
5. Each Fund is, or will be, an investment fund governed by the laws of Canada or a Jurisdiction.
6. Each Fund is, or will be, governed by the applicable provisions of NI 81-102, subject to any exemptions therefrom that have been, or may in the future be, granted by the securities regulatory authorities.
7. Each Fund is, or will be, a reporting issuer in one or more Jurisdictions.
8. Each existing Fund is not in default of securities legislation in any of the Jurisdictions.
The Underlying U.S. ETF Relief
9. The Funds may, from time to time, wish to invest in Underlying ETFs in accordance with their investment strategy.
10. Each Underlying ETF is, or will be, a reporting issuer registered with the U.S. Securities and Exchange Commission (the SEC).
11. The Underlying ETFs in which the Funds may invest include those subject to either the United States Investment Company Act of 1940, as amended (the '40 Act) and/or the Underlying ETFs registered under the United States Securities Act of 1933, as amended (the '33 Act).
12. Each Underlying ETF is, or will be, an "investment fund" within the meaning of applicable Canadian securities legislation.
13. An Underlying ETF may be managed by the Filer or an affiliate or associate of the Filer, or by a third-party investment fund manager.
14. The securities of an Underlying ETF will not meet the definition of an IPU in NI 81-102 because the purpose of the Underlying ETF will not be to:
(a) hold the securities that are included in a specified widely quoted market index in substantially the same proportion as those securities are reflected in that index; or
(b) invest in a manner that causes the Underlying ETF to replicate the performance of that index.
15. An Underlying ETF's investment objectives and strategies will be substantially consistent with the investment restrictions in NI 81-102 and, as such, a Fund's limited investment in securities of an Underlying ETF will not cause the Fund to indirectly invest in assets or have access to investment strategies that it would not be permitted to have directly.
16. The securities of an Underlying ETF are, or will be, listed on a national securities exchange registered with the SEC in the United States (a National Securities Exchange) and the market for them is, or will be, liquid because it is, or will be, supported by authorized participants (similar to designated brokers or dealers). As a result, the Filer expects a Fund to be able to dispose of such securities through market facilities in order to raise cash, including to fund the redemption requests of its securityholders.
17. An investment in an Underlying ETF by a Fund will otherwise comply with section 2.5 of NI 81-102, including that:
(a) no Underlying ETF will hold more than 10% of its net asset value (NAV) in securities of another investment fund (at the time of purchase) unless the Underlying ETF (i) is a clone fund, as defined in NI 81-102, or (ii) in accordance with NI 81-102, purchases or hold securities: (A) of a money market fund, as defined in NI 81-102, or (B) that are IPUs issued by an investment fund; and
(b) no Fund will pay management or incentive fees that to a reasonable person would duplicate a fee payable by an Underlying ETF for the same service.
18. Absent the Underlying U.S. ETF Relief, a Fund's investment in an Underlying ETF would:
(a) be prohibited by paragraph 2.5(2)(a) or (a.1) of NI 81-102, as applicable, because such Underlying ETF may not be subject to NI 81-102; and
(b) be prohibited by paragraph 2.5(2)(c) of NI 81-102 because such Underlying ETF may not be a reporting issuer in any Jurisdiction.
19. As the securities of the Underlying ETF will not be IPUs, a Fund may not rely on the exception in paragraph 2.5(3)(a) of NI 81-102 when investing in securities of an Underlying ETF.
20. The key benefits of a Fund investing in the Underlying ETFs are greater choices, lower fees and expenses and potentially enhanced returns. For example:
(a) an investment in an Underlying ETF may lead to efficiencies that result from lower operating expenses and overall management fees relative to the cost of investing directly in the individual portfolio securities held by the Underlying ETF or the cost of investing through a Canadian exchange-traded fund;
(b) an investment in an Underlying ETF will provide the Funds with access to specialized knowledge, expertise and/or analytical resources of the investment advisor to the Underlying ETF;
(c) investing through an Underlying ETF provides a potentially better risk profile, diversification and improved liquidity and/or tradability than direct holdings of asset classes to which the Underlying ETF provides exposure; and
(d) the investment strategies of the Underlying ETFs offer significantly broader exposure to certain asset classes, sectors and markets than those available in the existing Canadian market.
21. The Filer submits that having the option to allocate a limited portion of a Fund's assets to one or more Underlying ETFs will increase diversification opportunities and may improve the Fund's overall risk/reward profile. As such, the Filer considers that the Underlying ETF Relief will not be prejudicial to the Funds and their securityholders.
The Borrowing Relief
22. Subparagraph 2.6(1)(a)(i) of NI 81-102 prevents a mutual fund from borrowing cash or providing a security interest over its portfolio assets unless the transaction is a temporary measure to accommodate redemption requests or to settle portfolio transactions and does not exceed five percent of the net assets of the mutual fund. As a result, a Fund is not permitted under subparagraph 2.6(1)(a)(i) to borrow from the Custodian to fund distributions under its Distribution Policy (as defined below).
23. Each Fund will make distributions on a monthly, quarterly or annual basis or at such frequency as the Filer may, in its discretion, determine appropriate, may make additional distributions and, in each taxation year, will distribute sufficient net income and net realized capital gains so that it will not be liable to pay income tax under Part I of the Income Tax Act (Canada) (the Tax Act), and for each Fund structured as a corporation or a class thereof, under Part IV of the Tax Act on taxable dividends from taxable Canadian corporations (collectively, the Distribution Policy).
24. Amounts included in the calculation of net income and net realized capital gains of a Fund for a taxation year that must be distributed in accordance with its Distribution Policy sometimes include amounts that are owing to but have not actually been received by the Fund from the issuers of securities held in the Fund's portfolio (Issuers).
25. While it is possible for a Fund to maintain a portion of its assets in cash or to dispose of securities in order to obtain any cash necessary to make a distribution in accordance with its Distribution Policy, maintaining such a cash position or making such a disposition (which would generally be followed, when the cash is actually received from the Issuers, by an acquisition of the same securities) will impact the Fund's performance. Maintaining assets in cash or disposing of and reacquiring the same securities would preclude a portion of the net asset value of the Fund from being invested in accordance with its investment objective.
26. The Filer is of the view that it is in the interests of a Fund to have the ability to borrow cash from its Custodian and, if required by the Custodian, to provide a security interest over its portfolio assets as a temporary measure to fund the portion of any distribution payable to Securityholders that represents, in the aggregate, amounts that are owing to, but have not yet been received by, the Fund from the Issuers. While such borrowing will have a cost, the Filer expects that such costs will be less than the reduction to the Fund's performance if the Fund had to hold cash instead of securities in order to fund the distribution.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
(a) in respect of the Underlying U.S. ETF Relief, the Fund complies with the following conditions:
(i) the investment by a Fund in securities of an Underlying ETF is in accordance with the investment objectives of the Fund;
(ii) a Fund does not purchase securities of an Underlying ETF if, immediately after the purchase, more than 10% of the NAV of the Fund, in aggregate, taken at market value at the time of the purchase, would consist of securities of Underlying ETFs;
(iii) the securities of each Underlying ETF are listed on a National Securities Exchange in the United States;
(iv) each Underlying ETF is, immediately before the purchase by a Fund of securities of that Underlying ETF:
• an "investment company" subject to the '40 Act and in good standing with the SEC; or
• regulated by the SEC as a reporting issuer under the '33 Act and in good standing with the SEC.
(b) in respect of the Borrowing Relief, the Fund complies with the following conditions:
(i) the borrowing by the Fund in respect of a distribution does not exceed the portion of the distribution that represents, in the aggregate, amounts that are payable to the Fund but have not been received by the Fund from the Issuers and, in any event, does not exceed five percent of the net assets of the Fund;
(ii) the borrowing is not for a period longer than 45 days;
(iii) any security interest in respect of the borrowing is consistent with industry practice for the type of borrowing and is only in respect of amounts owing as a result of the borrowing;
(iv) the Fund does not make any distribution to Securityholders where the distribution would impair the Fund's ability to repay any borrowing to fund distributions; and
(v) the final prospectus or amendment thereto of the Fund discloses the potential borrowing, the purpose of the borrowing and the risks associated with the borrowing.
(c) the prospectus of each Fund discloses, or will disclose, in the next renewal of its prospectus following the date of this decision, the fact that the Fund has obtained the Exemption Sought on the terms described in this decision.
Application File #: App2026-158
SEDAR+ File #: 06422805
Polar Asset Management Partners Inc. and Polar Multi-Strategy Alternative Fund
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- 2.9.1 of NI 81-102 to permit an alternative mutual fund to use "value at risk" (VaR) measure instead of aggregate exposure to leverage, and relief from section 2.1 of NI 81-101 to permit prospectus and fund facts disclosure to reference use of VaR methodology -- Fund to calculate VaR in a manner substantially similar to US and EU regulatory requirements for a fund's use of "absolute " VaR" methodology. Relief also granted from cash borrowing and short selling limits in sections 2.6. 2.6.1. and 2.6.2 of NI 81-102 to include short selling and cash borrowing exposure within the same VaR limits and methodology. Relief also granted from subsection 6.1(1) of NI 81-102 to appoint additional custodians and to clarify that short sale proceeds are excluded for the purposes of calculating non-custodial borrowing agent collateral limits under section 6.8.1 of NI 81-102 -- relief subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.6(2), 2.6.1, 2.6.2, 2.9.1, 6.1(1) and 6.8.1 and 19.1.
National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1.
Form 81-101F1 Contents of Simplified Prospectus, Item 4, Instruction (4).
Form 81-101F3 Contents of Fund Facts Document, Item 3.
April 16, 2026
The principal regulator in the Jurisdiction (the Principal Regulator) has received an application from the Filer for a decision under the securities legislation of the Principal Regulator (the Legislation) to grant the relief from the following provisions:
(a) The requirements of:
(i) Section 2.9.1 of National Instrument 81-102 -- Investment Funds (NI 81-102), which limits an alternative mutual fund's aggregate exposure to cash borrowing, short selling and specified derivatives transactions to no more than 300% of the fund's net asset value (NAV) (the Leverage Limit); and
(ii) Section 2.1 of National Instrument 81-101 -- Mutual Fund Prospectus Disclosure (NI 81-101) with respect to disclosure required by Item 4, Instruction (4) of Part B of Form 81-101F1 -- Contents of Simplified Prospectus (Form 81-101F1) and Item 3 of Part 1 of Form 81-101F3 -- Contents of Fund Facts Document (Form 81-101F3), to the extent that they require an alternative mutual fund to disclose its maximum aggregate exposure to sources of leverage (e.g., cash borrowing, short selling and use of derivatives) as calculated pursuant to Section 2.9.1 of NI 81-102 (collectively, the Aggregate Exposure Limit Relief);
(b) The requirements (the Cash Borrowing and Short Selling Limits) of:
(i) Subparagraph 2.6(2)(c) of NI 81-102, which restricts an alternative mutual fund from borrowing cash if the value of cash borrowed, when aggregated with the value of all outstanding borrowing by the fund, exceeds 50% of the fund's NAV;
(ii) Subparagraph 2.6.1(1)(c)(v) of NI 81-102, which restricts an alternative mutual fund from selling a security short if, at the time, the aggregate market value of the securities sold short by the fund exceeds 50% of the fund's NAV; and
(iii) Section 2.6.2 of NI 81-102, which restricts an alternative mutual fund from borrowing cash or selling securities short if, immediately after entering into a cash borrowing or short selling transaction, the aggregate value of cash borrowed combined with the aggregate market value of all securities sold short by the fund would exceed 50% of the fund's NAV,
((i), (ii) and (iii) together, the Cash Borrowing and Short Selling Relief); and
(c) The requirements of subsection 6.1(1) of NI 81-102 that, except as provided, all portfolio assets of the Fund be held under the custodianship of one qualified custodian:
(i) to permit the Fund to deposit portfolio assets with a borrowing agent that is not the Fund's custodian or sub-custodian in connection with a short sale of securities, if the aggregate market value of the portfolio assets held by the borrowing agent after such deposit, excluding the aggregate market value of the proceeds from outstanding short sales of securities held by the borrowing agent, in the case of a Fund that is an alternative mutual fund, does not exceed 25% of the Fund's NAV at the time of deposit (the Short Sale Collateral Relief); and also
(ii) to permit the Fund to appoint more than one custodian, each of which is qualified to be a custodian under Section 6.2 of NI 81-102 and each of which is subject to all of the other requirements in NI 81-102 Part 6 -- Custodianship of Portfolio Assets other than the prohibition against the Fund appointing more than one custodian in subsection 6.1(1) of NI 81-102 (the Custodian Relief).
The Aggregate Exposure Limit Relief, the Cash Borrowing and Short Selling Relief, the Short Sale Collateral Relief and the Custodian Relief are referred to collectively as the Exemption Sought.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:
(a) the Ontario Securities Commission is the Principal Regulator for this application (the OSC);
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon in each jurisdiction of Canada, other than Ontario.
Unless expressly defined herein, terms used herein have the respective meanings given to them in National Instrument 14-101 -- Definitions, MI 11-102 and NI 81-102, and the following terms have the meanings indicated below:
Custodian means the custodian of the Fund, other than an Additional Custodian (as defined herein) appointed in reliance upon the Exemption Sought;
Prime Broker means any entity that acts as a lender or borrowing agent to investment funds; and
Short Sale Collateral Limits means the limits specified in subparagraphs 6.8.1(1)(b) of NI 81-102 on the deposit of portfolio assets by the Fund with a borrowing agent (that is not the custodian or a sub-custodian of the Fund) as security in connection with a short sale of securities.
This decision is based on the following information provided by the Filer:
The Filer
1. The Filer is a corporation existing under the laws of Ontario with its head office located in Toronto, Ontario. The Filer is registered as:
(i) an exempt market dealer in Ontario, Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island, Québec and Saskatchewan;
(ii) a portfolio manager in Ontario and Alberta;
(iii) a commodity trading manager in Ontario; and
(iv) an investment fund manager in Ontario, Québec and Newfoundland and Labrador.
2. The Filer is a global alternative asset manager which, as of January 31, 2026, managed approximately C$7.6 billion of assets and employed 66 investment professionals comprising 26 different portfolio management teams.
3. The Filer is not in default of securities legislation in any jurisdiction of Canada.
The Master Fund and the Private Fund
4. The Filer manages assets across four primary offerings including its flagship multi-strategy fund, which it currently offers to its clients through a "master-feeder" structure.
5. Polar Multi-Strategy Master Fund (the Master Fund) is a Cayman Islands exempted company incorporated on December 13, 2001 under the Companies Act (as amended) of the Cayman Islands and a registered mutual fund under the Mutual Funds Act (as amended) of the Cayman Islands. The Filer is the investment advisor of the Master Fund.
6. The Master Fund's investment objective is to achieve stable, superior rates of return while minimizing investment risk.
7. The Master Fund seeks to achieve its investment objective through the use of strategies that include, but are not limited to, arbitrage-oriented strategies, fixed income, credit, equity arbitrage, event driven, fundamental equity long/short, fundamental long-only equity, structured credit and private investments.
8. In addition, the Master Fund's use of leverage is an integral part of the Master Fund's overall investment strategy and is also part of some of the individual investment strategies that it employs. Overall, leverage is an important aspect of how the Master Fund executes on and seeks to achieve its investment objective in reliance on a diversified set of investment strategies without significantly increasing overall financial risk.
9. The Master Fund also strives to identify, develop and adopt new strategies it believes are consistent with the objective of achieving stable, superior rates of return while trying to minimize investment risk. Execution of the Master Fund's investment strategies and exposure to certain investment instruments includes transactions made through securities exchanges and over-the-counter markets, and through derivative and privately negotiated transactions.
10. The Master Fund's securities are offered to investors primarily through a master-feeder structure.
11. Polar Multi-Strategy Fund (Canada) (the Private Fund) is an open-ended investment trust created under the laws of Ontario by way of a trust agreement dated as of January 31, 2014. The Filer is the manager of the Private Fund.
12. The Private Fund has the same investment objectives and strategies as the Master Fund which it pursues by investing substantially all of its assets indirectly in the Master Fund.
13. Neither the Private Fund nor the Master Fund is a reporting issuer. Since its inception, securities of the Private Fund have only been distributed in Canada to investors on a prospectus-exempt basis in accordance with National Instrument 45-106 -- Prospectus Exemptions. The Master Fund has not distributed any securities to Canadian persons other than indirectly through the Private Fund or another feeder fund.
The Fund
14. The Filer plans to launch the Fund, which will be organized as a mutual fund trust established under the laws of the Province of Ontario, and intends to distribute its units in each province and territory of Canada pursuant to a simplified prospectus and Fund Facts that will be prepared and filed in accordance with NI 81-101. The Filer will act as the investment fund manager and portfolio manager of the Fund.
15. The Filer intends that the Fund will be a reporting issuer in each province and territory of Canada and will be an "alternative mutual fund" within the meaning of NI 81-102 that, with the exception of the Exemption Sought, will comply with the requirements of NI 81-102 and all other applicable securities legislation, including NI 81-101, National Instrument 81-105 -- Mutual Fund Sales Practices, NI 81-106 and National Instrument 81-107 -- Independent Review Committee for Investment Funds.
16. The investment objective of the Fund will be substantially similar to that of the Master Fund and the Filer intends that the Fund, once launched, will be managed in a similar manner as the Master Fund by generally utilizing similar investment strategies as the Master Fund to the extent permitted by NI 81-102 and other applicable laws.
17. Similar to the Master Fund, the Fund's the investment objective will be to achieve stable, superior rates of return while minimizing investment risk. The Fund will seek to achieve this objective through the use of strategies that may include, but will not be limited to, arbitrage-oriented strategies, fixed income, credit, equity arbitrage, event driven, fundamental equity long/short, fundamental long-only equity, structured credit and private investments. The Fund will strive to identify, develop and adopt new strategies it believes are consistent with the objective of achieving stable, superior rates of return while trying to minimize investment risk. Execution of the Fund's investment strategies and exposure to certain investment instruments may include transactions made through securities exchanges and over-the-counter markets, and through derivative and privately negotiated transactions.
18. The Fund is expected to invest and hold its investments directly and not through a master-feeder structure.
Necessity for Relief:
Aggregate Exposure Limit Relief
19. The investment objective of the Fund is to achieve stable, superior rates of return while minimizing investment risk.
20. The Fund will be primarily managed according to the investment strategies and processes that the Filer has deployed as investment advisor of the Master Fund, as described above.
21. The Master Fund has been in existence since December 13, 2001 and, prior to that, the Filer managed and advised multi-strategy funds and employed a multi-strategy approach for its clients since being established in 1991. The Filer's multi-strategy investment approach has evolved and adjusted over the years to reflect changing market conditions as well as new investment strategies, opportunities and products while maintaining and executing on its investment objective to achieve stable, superior returns while minimizing investment risk.
22. The Master Fund uses a mix of many individual strategies to navigate different market cycles and strives to deliver strong risk-adjusted returns by managing the Master Fund's overall risk profile including through the use of various hedging tools to manage and reduce risk.
23. The Filer manages leverage as part of its overall investment risk by employing a diversified group of investment strategies and monitoring risks including leverage on an ongoing basis and also by employing a number of strategies which are individually designed to limit volatility. Leverage, when employed within a diversified, risk-managed framework, can function as both an investment and portfolio construction tool -- supporting liquidity management, facilitating efficient hedging, and enhancing return potential -- rather than introducing or contributing to incremental risk.
24. For example, the Master Fund's convertible arbitrage strategy utilizes hedging to create a market-neutral, relative-value strategy that seeks to generate stable, risk-adjusted returns by exploiting pricing inefficiencies between a company's convertible bonds and its underlying equity. The Master Fund seeks to isolate and monetize these inefficiencies and to neutralize unwanted equity market exposure through disciplined short selling, which reduces portfolio risk (the Convertible Bond Arbitrage Strategy). The Master Fund's Convertible Bond Arbitrage Strategy is non-directional, hedged, and focused on risk-controlled convergence, not directional equity views.
25. As a result of the structure of the Convertible Bond Arbitrage Strategy and the use of hedging, investors can expect low correlation to traditional asset classes due to market-neutral construction, stable returns driven by pricing convergence rather than equity direction and reduced equity market risk due to systematic short selling hedges.
26. However, If the Master Fund were required to measure its exposure to leverage in accordance with the Leverage Limit calculation under Section 2.9.1 of NI 81-102, the hedging used by the Master Fund within the Convertible Bond Arbitrage Strategy, which is a risk-mitigation tool designed to neutralize the convertible's inherent equity exposure and therefore risk, would be included in the calculation of the Leverage Limit.
27. As such, if the Master Fund were required to measure its exposure to leverage in accordance with the Leverage Limit calculation under Section 2.9.1 of NI 81-102, the Master Fund would have consistently exceeded 300% of its NAV notwithstanding that the strategies used by the Master Fund, including the Convertible Bond Arbitrage Strategy, are used by the Master Fund to manage and reduce risk.
28. Since the Fund's investment strategies will be based on and similar to the Master Fund, the Filer anticipates that the Fund's exposure to cash borrowing, short selling and specified derivatives transactions as measured using the Leverage Limit calculation set out in Section 2.9.1(2) of NI 81-102 would be similar to the level applicable for the Master Fund and would therefore regularly exceed the 300% NAV limit.
29. The Fund's overall risk will be managed similarly to and at a level that is consistent with the Master Fund and, as such, in executing its investment strategy, the Fund's aggregate notional exposure to leverage will vary significantly and will likely regularly exceed the Leverage Limit. Nevertheless, as the Filer will employ an overarching approach to the management of risk of the multiple investment strategies of the Fund, including to the various types and forms of leverage and its utilization and use in such strategies, the Filer submits that the Leverage Limit is not the most appropriate or accurate measure of the Fund's leverage risk.
30. The Filer submits that notwithstanding the foregoing, the Master Fund had a standard deviation of 3.84% and a Sharpe ratio of 1.43 over the ten year period ending January 31, 2026 compared to 15.01% and 0.90 for the S&P 500 Total Return Index for the same period, which highlights the effectiveness of the Master Fund's investment management strategies, which are designed to achieve stable, superior returns while minimizing risk.
31. The above figures represent how the Filer is able to manage risk at the Master Fund. The Filer submits that this low level of volatility in the Master Fund demonstrates that there is no direct relationship between the aggregate notional exposure and the volatility of the Master Fund's portfolio returns. The Filer submits therefore that the current regulatory framework for measuring the Leverage Limit does not appropriately or adequately reflect the actual risks underlying the Master Fund's investment strategies and its portfolio.
32. The Filer proposes instead that the Fund be permitted to use a value-at-risk (VaR) methodology to measure its leverage risk, as described herein, as it believes that VaR is a better means of measuring and managing risk. This is because, unlike a simple tallying of notional leverage amounts which do not measure risk or volatility, VaR enables risk to be measured in a reasonably comparable and consistent manner which reflects a reasonable estimate of potential losses from an investment portfolio. In addition, leverage and associated risk will be managed by the Filer at the overall Fund level as well as separately in respect of the various strategies that the Fund will employ. For this reason, the Filer considers that it is appropriate to adopt the VaR methodology, which is a widely used risk measure and has been adopted in other jurisdictions for their respective risk frameworks for certain retail-based funds.
33. The European Union approved a regulation of mutual funds in 2010 known as the fourth European Directive covering Undertakings for Collective Investment in Transferable Securities (UCITS IV), which introduced a VaR based approach to regulatory risk management for investment funds that extensively use derivatives.
34. This approach allows for two methods of VaR limits -- "relative" and "absolute" methods -- which in general terms can be summarized as follows:
(a) Relative: This approach uses a ratio of up to 200% between the VaR of the mutual fund's portfolio and the VaR of an unlevered reference portfolio (Relative VaR).
(b) Absolute: This approach is generally used when there is no reference portfolio or benchmark and allows the one-month VaR to be up to 20% of the NAV of the portfolio (Absolute VaR).
The specific definition of "VaR" and of the "Absolute VaR Test" that are referred to herein and which the Filer proposes to observe, which are aligned with the definitions of such terms under UCITS IV and the SEC VaR Rule (as defined below), are set out in Schedule A -- Additional Leverage Condition attached hereto.
35. UCITS IV also includes rules for the computation of VaR and requires regular stress- and back-testing to complement the VaR estimation.
36. On October 28, 2020, the SEC adopted Rule 18f-4 under the Investment Company Act of 1940 (the SEC VaR Rule), which modernized the regulatory framework for derivatives use by registered funds and included a regime for using VaR to measure leverage risk that is substantially the same as the regime under UCITS IV including the use of Relative VaR and Absolute VaR.
37. In addition to complying with the VaR limits, the UCITS IV and SEC VaR Rule also require that a fund adopt a risk management policy, which includes risk guidelines, stress testing, back tests, internal reporting and escalation, and periodic review thereof. The risk management policy must address concerns about fund leverage for investment portfolios that utilize derivatives and deploy leverage.
Use of VaR by the Fund
38. The Filer is familiar and has experience with value-at-risk approaches as it has used a range of distributional risk metrics for the Master Fund, including volatility-based risk measures such as VaR and Conditional Value at Risk frameworks.
39. The Filer has determined that application of the Absolute VaR test to the Fund will be the most suitable approach for the Fund as the Filer has not identified a reference portfolio that would be appropriate for the purposes of the methodology.
40. The Fund will comply with all the material aspects of the Absolute VaR methodology as outlined in the SEC VaR Rule and described in this decision.
41. The Filer will use a historical simulation VaR model with respect to the Fund. In addition, Filer will upload the Fund's investment portfolio each business day to a risk analytics system that is appropriate for the Fund's applicable VaR methodology, and which is provided by one of the following vendors: Bloomberg, S&P Global or MSCI (the Risk Service Provider). The Risk Service Provider will provide the Filer with the data necessary to enable daily confirmation of the Filer's VaR calculation and that the Fund is in compliance with the applicable VaR limits as set out in Schedule A on each business day.
42. The Filer has a dedicated risk management team and has adopted a "Risk Management Program" (the RMP) that is consistent with and adheres to the conditions set out in Schedule A, which are generally based on the SEC VaR Rule. A copy of the RMP will be available to the OSC promptly upon request.
43. The Filer's RMP incorporates policies and procedures for risk monitoring, risk management and risk reporting of a fund's VaR methodology including derivative and non-derivative exposure.
44. By combining an ensemble of investment approaches, the portfolio strategies to be employed in the Fund are managed to have a greater likelihood of achieving better returns with reduced risk and improved diversification while maintaining a lower volatility expectation.
45. Using the Absolute VaR methodology is also a simple single metric to measure risk and is in line with the approaches the European Union and the United States have adopted. It has also been accepted by Canadian securities regulators under exemptive relief orders previously granted.
46. When dealing with a fund that uses derivatives and is managed using a multi-asset approach similar to the Fund, a VaR-based approach is a better means of measuring and managing risk in a reliable, simple to understand and consistent manner as compared to tallying of derivatives notional amounts.
47. The risk-based approach in UCITS IV and the SEC VaR Rule, which relies on VaR, stress testing, and overall risk management, addresses concerns about fund leverage, while allowing such portfolios to continue to use leverage through derivatives for a variety of purposes.
48. Allowing the Filer to use a VaR-based risk management framework for the Fund is a more appropriate risk framework for multi-strategy portfolios and would give Canadian retail investors access to an investment product that seeks non-correlated returns and will allow them to diversify their portfolios.
49. The Filer further submits that it is not appropriate for the Fund to be required to disclose the maximum aggregate exposure to sources of leverage in its simplified prospectus and fund facts, as calculated in accordance with section 2.9.1 of NI 81-102 since, as a result of the relief from the Leverage Limit, the Fund will not be managing its portfolio in accordance with that requirement. The Fund's simplified prospectus and fund facts will instead include the appropriate disclosure regarding its use of VaR.
Cash Borrowing and Short Selling Relief
50. As described, the Fund intends to use a mix of many individual strategies to navigate different market cycles and strive to deliver risk-adjusted returns by managing the Fund's overall risk profile through the use of various hedging tools, which involve cash borrow and physical short selling, to manage and reduce risk within its investment strategies.
51. In addition to the Convertible Bond Arbitrage Strategy described above, the Fund is expected to employ credit strategies which generate residual interest rate risk that the Fund will seek to mitigate through hedging (such strategies, collectively, Interest Rate Risk Hedging Strategies). In order to hedge against the inherent interest rate risk associated with the government and corporate fixed income securities that the Fund would be expected to invest in, the Fund would enter into short selling arrangements relating to government securities at the same time that the Fund invests in long positions in government and corporate fixed income securities.
52. For example, the average levels of cash borrowing and physical short selling by the Master Fund since April 2022 were 105% and 100%, respectively, which would consistently exceed the Cash Borrowing and Short Selling Limits.
53. The Fund's proposed core strategies, including the Convertible Bond Arbitrage Strategy and Interest Rate Risk Hedging Strategies which are currently utilized by the Master Fund and rely on physical hedges to remove directional market exposure, would result in the Fund being consistently above the Cash Borrowing and Short Selling Limits however the Fund could execute those strategies through the use of derivatives instead of physical hedges and cash borrow.
54. While the Fund could obtain economically equivalent positions through derivatives in order to execute on such strategies, use of derivatives instead of physical short selling is generally expected to increase counterparty risk, reduce execution flexibility, increase costs and introduce operational complexity and as a result have a negative effect on the Fund.
55. As the Fund is proposing to use a VaR measure for its leverage risk, as described above, the Filer submits that it is appropriate for the Fund to be exempt from the Cash Borrowing and Short Selling Limits as VaR provides the single most relevant metric that measures the overall risk of a fund, the potential loss for a portfolio and the probability that the defined loss will occur and as a result the Cash Borrowing and Short Selling Limits are repetitive and not necessary.
56. The rationale for including borrowing and shorting strategies in the VaR calculation, instead of applying the Cash Borrowing and Short Selling Limits separately, is consistent with the nature of a VaR methodology, which is intended to measure overall portfolio risk, regardless of strategy. Regardless of whether or not a long or short position is obtained through physical transactions (i.e., outright purchases of securities using borrowed cash or the borrowing and shorting securities) or through economically equivalent derivatives positions (i.e., typically through taking positions under total return swaps, forwards or similar derivatives transactions), the VaR calculation will duly reflect the market risk factors associated with such investment positions and consequently the Fund's cash borrowing and physical short selling will be included in the calculation of the Fund's Absolute VaR and subject to the Absolute VaR Test. The Filer submits that it is therefore unnecessary to also submit cash borrowing and short selling activities to a separate investment limit other than the Absolute VaR Test.
57. The Fund's ability to execute its proposed strategies effectively, and in a manner that reduces risk and benefits investors, depends on a flexible, risk-controlled framework for using cash borrowing and short selling within the VaR framework. Permitting the Fund to have greater flexibility to directly borrow cash or securities in order to "physically" execute cash transactions (instead of requiring the Fund to use derivatives transactions to obtain economically equivalent positions) will significantly improve the portfolio manager's ability to more efficiently and effectively execute trading strategies without introducing any additional risks for investors.
Short Sale Collateral Relief
58. As part of its investment strategies, the Fund will engage in short sales of securities and is permitted to grant a security interest in favour of, and to deposit pledged portfolio assets with, its Prime Broker. If the Fund engages an entity as its prime broker that is not its custodian or sub-custodian, then the Fund may only deliver to its Prime Broker portfolio assets having a market value, in the aggregate, of not more than, in the case of the Fund as it will be an alternative mutual fund, 25% of the Fund's NAV at the time of deposit.
59. A Prime Broker may not wish to act as a borrowing agent for the Fund's short selling activities, if the Prime Broker was required to include the value of any short selling proceeds received by the Fund and held by the Prime Broker, as part of the overall restriction on holding portfolio assets of the Fund that have an aggregate market value that does not exceed 25%of the Fund's NAV.
60. Prime Brokers that are qualified to act as a custodian or sub-custodian under NI 81-102 are not widely appointed as custodian or sub-custodian under NI 81-102 as it can be both operationally challenging and costly to appoint them to act in such capacity.
61. Given the typical collateral requirements that Prime Brokers impose on their customers who engage in the short sale of securities, if the Short Sale Collateral Limits were to apply, the Fund would need to retain multiple Prime Brokers in order to sell short securities to the extent permitted under Section 2.6.1 of NI 81-102 and the Cash Borrowing and Short Selling Relief described above. Managing and overseeing relationships with multiple Prime Brokers introduces unnecessary operational and administrative complexities and additional costs of operation for the Fund.
Custodian Relief
62. The Filer would like the flexibility for the Fund to engage an additional custodian that is qualified to act as a custodian under subsection 6.2(3) of NI 81-102, which may include engaging Prime Brokers that satisfy such requirements (each, an Additional Custodian). The ability to appoint more than one qualified custodian, including a Prime Broker, to act as an Additional Custodian is important for efficient execution and safeguarding of assets. Without this flexibility, the Fund would incur unnecessary transfers of collateral between custodians, increasing cost and operational risk. The Filer and any Additional Custodians would be subject to all requirements applicable to custodians under Part 6 of NI 81-102, other than the requirement in subsection 6.1(1) of NI 81-102 that there only be one custodian.
63. If the Custodian Relief is granted, an Additional Custodian's responsibility for custody of the Fund's assets will apply only to the assets held on behalf of the Fund by the Additional Custodian in its capacity as an additional custodian (the Relevant Assets). The custodian arrangements between the Fund and an Additional Custodian in respect of the Relevant Assets will comply with the requirements of Part 6 of NI 81-102 other than subsection 6.1(1).
64. Any Additional Custodian will meet the requirements of NI 81-102 to act as a custodian for an investment fund and will have experience acting as custodian of the assets of public investment funds governed by NI 81-102. As custodian of the Relevant Assets, an Additional Custodian will comply with the standard of care applicable to qualified custodians under Section 6.6 of NI 81-102, will hold the Relevant Assets in the name of the applicable Fund in accordance with Section 6.5 of NI 81-102 and will include the provisions prescribed in Section 6.4 of NI 81-102 in its custody agreement with the Filer and the Fund. Each Additional Custodian will complete the review and provide compliance reports to the Filer as contemplated in Section 6.7 of NI 81-102.
65. The ability to terminate an Additional Custodian as custodian of the Relevant Assets of the Fund at any time without cause on written notice will ensure that the Filer maintains ultimate control over all of the portfolio assets of the Fund if the Filer considers it to be in the best interests of the Fund and its securityholders to do so.
66. The appointment of an Additional Custodian should not have an impact on the safety of the portfolio assets of the Fund while also enhancing the Fund's abilities to engage in the efficient short selling of securities under Section 6.8.1 of NI 81-102.
67. Disclosure regarding the particulars of the appointment of any Additional Custodian of the Fund with respect to the Relevant Assets will be included in the Fund's simplified prospectus.
The Principal Regulator is satisfied that the decision meets the test set out in the Legislation for the Principal Regulator to make the decision.
The decision of the Principal Regulator under the Legislation is that the Exemption Sought is granted, provided that:
1. In respect of the Aggregate Exposure Limit Relief:
(a) The Fund will comply with the Absolute VaR test, as defined in Schedule A, and will comply with all of the additional leverage conditions for funds set out in Schedule A;
(b) The Fund's prospectus disclosure concerning its use of VaR will include the maximum VaR that the Fund is permitted to incur, and the Fund will disclose in its annual and interim MRFP the maximum amount of VaR incurred by the Fund over the applicable period;
(c) The Filer will not change the VaR model that is being used with respect to the Fund;
(d) The Filer will notify the Principal Regulator promptly of any material changes to its RMP;
(e) The Filer will upload the investment portfolio on each business day to the Risk Service Provider in order to have the Risk Service Provider provide data to Filer, which data will be used to confirm that the Fund is compliant on each business day with the Absolute VaR test as set out in Schedule A. The Filer will maintain such reports and make them available to the Principal Regulator promptly upon request;
(f) The Filer will prepare and retain a monthly portfolio investment report containing the elements set out in its RMP, and no later than 60 days after the end of each fiscal quarter, upon request, will file with the Principal Regulator the monthly portfolio investment reports for that quarter;
(g) The Filer will notify the Principal Regulator within one business day if the Fund is offside the Absolute VaR test for more than five consecutive business days, providing the information set out in the VaR Breach Memo, as defined in the RMP; and
(h) The Filer will promptly provide the Principal Regulator with any other information that the Principal Regulator may request regarding the calculations and risk metrics that the Filer is using for its VaR calculations.
2. In respect of the Cash Borrowing and Short Selling Relief
(a) In the case of a short sale, the short sale:
(i) otherwise complies with all of the short sale requirements applicable to alternative mutual funds under Sections 2.6.1 and 2.6.2 of NI 81-102, as modified by any exemptive relief granted to the Fund; and
(ii) is consistent with the Fund's investment objectives and strategies.
(b) In the case of a cash borrowing transaction, the transaction:
(i) otherwise complies with all of the cash borrowing requirements applicable to alternative mutual funds under Sections 2.6 and 2.6.2 of NI 81-102, as modified by any exemptive relief granted to the Fund; and
(ii) is consistent with the Fund's investment objectives and strategies.
(c) The Fund also complies with all of the conditions of the Aggregate Exposure Limit Relief with respect to short sales and cash borrowing; and
(d) The simplified prospectus under which units of the Fund are offered will disclose that the Fund can sell securities short or borrow cash in accordance with the terms of the Exemption Sought.
3. In respect of the Short Sale Collateral Relief, the Fund otherwise complies with subsections 6.8.1(2) and (3) of NI 81-102.
4. In respect of the Custodian Relief, the Fund may appoint one or more Additional Custodians provided that:
(a) A single entity reconciles all the portfolio assets of the Fund and provides the Fund with valuation and securityholder recordkeeping services and will complete daily reconciliations amongst the Custodians before calculating a daily NAV;
(b) The Filer maintains such operational systems and processes, as between two or more Custodians and the single entity referred to in (a) above, in order to keep a proper reconciliation of all the portfolio assets that will move amongst the Custodians, as appropriate; and
(c) The Additional Custodian will act as custodian, securities lending agent and/or prime broker only for the portion of portfolio assets of the Fund transferred to it.
5. The Aggregate Exposure Limit Relief and the Cash Borrowing and Short Relief expires on April 16, 2030.
Application File #: 2025/0571
SEDAR+ File #: 6341688
In these conditions,
"absolute VaR test" means that the VaR of a fund's portfolio does not exceed 20% of the value of the fund's net assets;
"board", with respect to a fund, means the fund manager's board of directors;
"derivatives-related risks" means the risks associated with a fund's derivatives transactions, any cash borrowings or its use of derivatives transactions, including leverage, market, counterparty, liquidity, operational, and legal risks and any other risks the risk manager deems material;
"derivatives transaction" means:
(a) any swap, security-based swap, futures contract, forward contract, option, any combination of the foregoing, or any similar instrument, under which a fund is or may be required to make any payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; and
(b) any short sale borrowing.
"independent director" means a director who would be independent within the meaning of Section 1.4 of National Instrument 52-110 -- Audit Committees;
"value-at-risk" or "VaR" means an estimate of potential losses on an instrument or portfolio, expressed as a percentage of the value of the portfolio's assets (or net assets when computing a fund's VaR), over a specified time horizon and at a given confidence level, provided that the VaR model to be used by the fund for purposes of determining the fund's compliance with the absolute VaR test must:
(a) take into account and incorporate all significant, identifiable market risk factors associated with a fund's investments, including, as applicable:
(i) equity price risk, interest rate risk, credit spread risk, foreign currency risk and commodity price risk;
(ii) material risks arising from the nonlinear price characteristics of a fund's investments, including options and positions with embedded optionality; and
(iii) the sensitivity of the market value of the fund's investments to changes in volatility;
(b) use a 99% confidence level and a time horizon of 20 trading days; and
(c) be based on at least three years of historical market data.
1. Risk management program.The fund must adopt and implement a written risk management program (program), which must include policies and procedures that are reasonably designed to manage the fund's derivatives-related risks (which includes derivative and non-derivative exposure) and to reasonably segregate the functions associated with the program from the portfolio management of the fund. The program must include the following elements:
(a) Risk identification and assessment. The program must provide for the identification and assessment of the fund's derivatives-related risks. This assessment must take into account the fund's derivatives transactions, any cash borrowings and other investments.
(b) Risk guidelines. The program must provide for the establishment, maintenance, and enforcement of investment, risk management, or related guidelines that provide for quantitative or otherwise measurable criteria, metrics, or thresholds of the fund's derivatives-related risks. These guidelines must specify levels of the given criterion, metric, or threshold that the fund does not normally expect to exceed, and measures to be taken if they are exceeded.
(c) Stress testing. The program must provide for stress testing to evaluate potential losses to the fund's portfolio in response to extreme but plausible market changes or changes in market risk factors that would have a significant adverse effect on the fund's portfolio, taking into account correlations of market risk factors and resulting payments to derivatives counterparties. The frequency with which the stress testing under this paragraph is conducted must take into account the fund's strategy and investments and current market conditions, provided that these stress tests must be conducted no less frequently than weekly.
(d) Backtesting. The program must provide for backtesting to be conducted no less frequently than weekly, of the results of the VaR calculation model used by the fund in connection with the absolute VaR test by comparing the fund's gain or loss that occurred on each business day during the backtesting period with the corresponding VaR calculation for that day, estimated over a one-trading day time horizon, and identifying as an exception any instance in which the fund experiences a loss exceeding the corresponding VaR calculation's estimated loss.
(e) Internal reporting and escalation.
(i) Internal reporting. The program must identify the circumstances under which persons responsible for portfolio management will be informed regarding the operation of the program, including exceedances of the guidelines specified in paragraph 1(b) of these conditions and the results of the stress tests specified in paragraph 1(c) of these conditions.
(ii) Escalation of material risks. The person responsible for overseeing the fund's risk program must inform in a timely manner persons responsible for portfolio management of the fund, and also directly inform the board as appropriate, of material risks arising from the fund's derivatives transactions, including risks identified by the fund's exceedance of a criterion, metric, or threshold provided for in the fund's risk guidelines established under paragraph 1(b) of these conditions or by the stress testing described in paragraph 1(c) of these conditions.
(f) Periodic review of the program. Senior management of the manager must review the program at least annually to evaluate the program's effectiveness and to reflect changes in risk over time. The periodic review must include a review of the VaR calculation model used by the fund under condition 2 below (including the backtesting required by paragraph 1(d) of these conditions).
2. Limit on fund leverage risk.
(a) The fund must comply with the absolute VaR test.
(b) The fund must determine its compliance with the absolute VaR test at least once each business day. If the fund determines that it is not in compliance with the absolute VaR test, the fund must come back into compliance promptly after such determination, in a manner that is in the best interests of the fund and its securityholders.
(c) If the fund is not in compliance with the absolute VaR test within five business days,
(i) The manager must provide a written report to the board and explain how and by when (i.e., number of business days) the manager reasonably expects that the fund will come back into compliance;
(ii) The risk manager must analyze the circumstances that caused the fund to be out of compliance for more than five business days and update any program elements as appropriate to address those circumstances; and
(iii) The risk manager must provide a written report within thirty calendar days of the exceedance to the board explaining how the fund came back into compliance and the results of the analysis and updates required under paragraph 2(c)(ii) of these conditions. If the fund remains out of compliance with the absolute VaR test at that time, the risk manager's written report must update the report previously provided under paragraph 2(c)(i) of these conditions and the risk manager must update the board on the fund's progress in coming back into compliance at regularly scheduled intervals at a frequency determined by the board.
3. Board oversight and reporting.
(a) Reporting on program implementation and effectiveness. On or before the implementation of the program, and at least annually thereafter, the manager must provide to the board a written report providing a representation that the program is reasonably designed to manage the fund's derivatives-related risks and to incorporate the elements provided in paragraphs 1(a) through (f) of these conditions. The representation may be based on the persons' responsible for the program reasonable belief after due inquiry. The written report must include the basis for the representation along with such information as may be reasonably necessary to evaluate the adequacy of the fund's program and, for reports following the program's initial implementation, the effectiveness of its implementation.
(b) Regular board reporting. The manager must provide to the board, annually or at such other frequency determined by the board, a written report regarding the manager's analysis of exceedances described in paragraph 1(b) of these conditions, the results of the stress testing conducted under paragraph 1(c) of these conditions, and the results of the backtesting conducted under paragraph (1)(d) of these conditions since the last report to the board. Each report under this paragraph must include such information as may be reasonably necessary for the board to evaluate the fund's response to exceedances and the results of the fund's stress testing.
4. Recordkeeping.
(a) Records to be maintained. A fund must maintain a written record documenting the following, as applicable:
(i) The fund's written policies and procedures required by paragraph 1 of these conditions, along with
(a) The results of the fund's stress tests under paragraph 1(c) of these conditions;
(b) The results of the backtesting conducted under paragraph 1(d) of these conditions;
(c) Records documenting any internal reporting or escalation of material risks under paragraph 1(e)(ii) of these conditions; and
(d) Records documenting the reviews conducted under paragraph 1(f) of these conditions.
(ii) Any determination and/or action the fund made under paragraph 2(a) of these conditions, including a fund's determination of: the VaR of its portfolio; the VaR of the fund's designated reference portfolio, as applicable; the fund's VaR ratio (the value of the VaR of the fund's portfolio divided by the VaR of the designated reference portfolio), as applicable; and any updates to any VaR calculation models used by the fund and the basis for any material changes thereto.
(b) Retention periods.
(i) A fund must maintain a copy of the written policies and procedures that the fund adopted under condition 1 that are in effect, or at any time within the past seven years were in effect, in an easily accessible place.
(ii) A fund must maintain all records and materials that paragraphs 6(a)(i)(A) through (D) and 6(a)(ii) and (iii) of these conditions describe for a period of not less than seven years (the first two years in an easily accessible place) following each determination, action, or review that these paragraphs describe.
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Company Name |
Date of Order |
Date of Revocation |
|
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THERE IS NOTHING TO REPORT THIS WEEK. |
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Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
QYOU MEDIA INC. |
May 1, 2026 |
______________________ |
|
||
Lithium Ionic Corp. |
May 4, 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 |
__________ |
|
||
QYOU MEDIA INC. |
May 1, 2026 |
__________ |
|
||
Lithium Ionic Corp. |
May 4, 2026 |
__________ |
Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06431281
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06435625
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06437339
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06431946
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06415234
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06409625
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06410440
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06410305
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06423931
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06413755
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06429840
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06344207
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06289668
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06322613
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Issuer Name:
Principal Regulator:
Type and Date:
Filing #: 06407823
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06433547
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06431709
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06435566
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06402341
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06431882
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06435956
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06431411
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06394675
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06400473
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06428862
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Issuer Name:
Principal Regulator:
Type and Date:
Offering Price and Description:
Filing #: 06429719
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Type |
Company |
Category of Registration |
Effective Date |
|
|||
New Registration |
AGF Capital Partners Inc. |
Exempt Market Dealer |
April 28, 2026 |
|
|||
Change in Registration Category |
MPG Capital Canada ULC |
From: Portfolio Manager |
April 30, 2026 |
|
|||
|
|
To: Portfolio Manager and Commodity Trading Manager |
|
|
|||
Change in Registration Category |
Arga Investment Management, LP |
From: Portfolio Manager |
April 30, 2026 |
|
|||
|
|
To: Portfolio Manager and Exempt Market Dealer |
|
|
|||
Voluntary Surrender |
Fairmont Asset Management Inc. |
Exempt Market Dealer |
May 1, 2026 |
|
|||
Consent to Suspension (Pending Surrender) |
Atlas Capital Inc. |
Exempt Market Dealer |
May 1, 2026 |
ECN Capital Corp. -- s. 21(b) of Ont. Reg. 398/21 of the OBCA
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the General Corporation Law of the State of Delaware.
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.
Regulation made under the Business Corporations Act, Ont. Reg. 398/21, s. 21(b).
(Subsection 21(b) of the Regulation)
UPON the application (the "Application") of the Applicant to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 21(b) of the Regulation, for the Applicant to continue in another jurisdiction pursuant to section 181 of the OBCA (the "Continuance");
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant is an offering corporation under the OBCA.
2. The Applicant was formed on April 30, 2026 pursuant to the amalgamation under the OBCA (the "Amalgamation") of ECN Capital Corp. ("Predecessor ECN") and Sinatra CA Acquisition Corp. (the "Purchaser").
3. The Applicant's registered office is located at 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9 and the Applicant's corporate head office is located at 777 South Flagler Drive, Suite 800 East, West Palm Beach, Florida 33401.
4. The Applicant's authorized share capital currently consists of an unlimited number of common shares (the "Common Shares"), of which 2,046,097,632.52 are issued and outstanding.
5. There are currently three series of debt securities outstanding, namely (i) 6.00% senior unsecured debentures due 2026 in an aggregate principal amount C$86,250,000 (the "2026 Debentures"), (ii) 6.25% senior unsecured debentures due 2027 in an aggregate principal amount of C$60,000,000 (the "2027 Debentures") and (iii) 6.50% convertible senior unsecured debentures due 2030 in an aggregate principal amount of C$83,000,000 (the "2030 Debentures", and together with the 2026 Debentures and the 2027 Debentures, the "Debentures").
6. The 2026 Debenture, 2027 Debenture and 2030 Debentures are listed on the Toronto Stock Exchange (the "TSX") under the symbols 'ECN.DB.A', 'ECN.DB.B' and 'ECN.DB.C', respectively.
7. The Applicant is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended (the "Act") and the securities legislation of all of the other provinces of Canada (collectively, the "Jurisdictions").
8. On April 24, 2026 (the "Closing Date"), pursuant to Predecessor ECN's previously announced statutory plan of arrangement under the OBCA (the "Arrangement"), the Purchaser, a newly formed acquisition vehicle incorporated under the OBCA and controlled by an investor group led by investment funds managed by Warburg Pincus LLC ("Warburg"), acquired for cash all of Predecessor ECN's issued and outstanding share capital, being Predecessor ECN's outstanding common shares (the "ECN Common Shares"), cumulative 5-year minimum rate reset preferred shares, Series C (the "ECN Series C Preferred Shares") and mandatory convertible preferred shares, Series E (the "ECN Series E Preferred Shares", and together with the ECN Common Shares and the ECN Series C Preferred Shares, the "ECN Shares").
9. On December 16, 2025, Predecessor ECN obtained the interim order of the Ontario Superior Court of Justice (Commercial List) (the "Court") pursuant to section 182 of the OBCA providing for the calling and holding of the special meeting (the "Meeting") of the holders (the "ECN Shareholders") of ECN Shares to consider the Arrangement and other procedural matters. A description of the Arrangement was included in the management information circular dated December 17, 2025 mailed to the ECN Shareholders and filed on SEDAR+ on December 30, 2025.
10. At the Meeting held on January 20, 2026, Predecessor ECN obtained the requisite approvals of the ECN Shareholders in respect of the Arrangement.
11. On January 22, 2026, Predecessor ECN obtained a final order from the Court approving the Arrangement. The Arrangement closed on April 24, 2026.
12. As part of the Arrangement, Predecessor ECN amalgamated under the OBCA with certain of its wholly-owned subsidiaries, namely ECN Rail Corporation, ECN Aviation Inc., ECN (Canada) Holdings Corp., Element Investment Corp. and ECN Financial Inc., and continued as one corporation, ECN Capital Corp.
13. As a result of the completion of the Arrangement, Predecessor ECN became a direct wholly-owned subsidiary of the Purchaser.
14. On April 28, 2026, the ECN Common Shares and the ECN Series C Preferred Shares were delisted from the TSX. The Debentures remain listed on the TSX following the completion of the Arrangement and the Amalgamation and will continue to be listed following the Continuance. As a result, the Applicant will continue to be a reporting issuer in the Jurisdictions under applicable Canadian securities laws and the Commission will remain the Applicant's principal regulator.
15. On April 30, 2026, Predecessor ECN and the Purchaser amalgamated under the OBCA and continued as one corporation, being the Applicant. As a result of the Amalgamation, the Applicant is a direct wholly-owned subsidiary of Sinatra Acquisition Midco Inc. ("Purchaser Parent"), a corporation formed under the laws of the State of Delaware and controlled by an investor group led by investment funds managed by Warburg.
16. Immediately following the Amalgamation, the Applicant will be continued under Section 388 of theGeneral Corporation Law of the State of Delaware (the "DGCL"). Accordingly, the Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization of the Continuance.
17. The principal reason for the Continuance is reducing tax inefficiencies that currently result from the Applicant being a Canadian corporation despite having no operations in Canada. Upon completion of the Continuance, the Applicant will continue its legal existence in Delaware as if it had originally been incorporated under Delaware law.
18. In accordance with the OBCA, a special resolution of shareholders is required to authorize the Continuance (the "Continuance Resolution"). On April 30, 2026, the Continuance Resolution was approved in writing by the Applicant's sole shareholder, Purchaser Parent.
19. Within 30 days following the closing of the Arrangement, as required in accordance with the respective terms of the Debentures, the Applicant will make a cash offer to purchase all of the outstanding Debentures at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (the "Debenture Offer"). In addition, beginning 10 trading days before the Closing Date until 30 days after the Debenture Offer is delivered (the "Change of Control Conversion Period"), holders of the 2030 Debentures are entitled to convert their debentures and receive, a cash payment in an amount equal to C$3.10 per Common Share that they would have been entitled to receive on conversion, inclusive of an additional number of shares they would have been entitled to receive upon conversion following a change of control of the Applicant as set out in the indenture for the 2030 Debentures (the "2030 Debenture Indenture"). Following the expiry of the Change of Control Conversion Period, holders of the 2030 Debentures will be entitled to receive, on any conversion of a 2030 Debenture, a cash payment in the amount of C$3.10 per ECN Common Share in lieu of the ECN Common Shares such holder would have been entitled to receive on conversion in accordance with the terms of the 2030 Debentures Indenture.
20. The Applicant intends to make the Debenture Offer promptly following the Continuance. A summary of the material terms respecting the Amalgamation and the Continuance was included in a press release issued by the Applicant on April 24, 2026, announcing, among other things, the completion of the Arrangement, and will be included in the Debenture Offer.
21. The rights and obligations of the Applicant and the holders of Debentures are set out in the respective indentures governing the Debentures (including the 2030 Debenture Indenture, the "Indentures"). Each Indenture contains typical "successor" provisions addressing, among other things, mergers and amalgamations, including the Arrangement. As such, no consents or approvals are required from the holders of Debentures for the Arrangement, the Amalgamation or the Continuance. Consistent with the Indentures, the Applicant will continue to be bound by all the covenants and obligations of Predecessor ECN under the Indentures in respect of the Debentures following completion of the Arrangement, the Amalgamation and the Continuance.
22. Pursuant to subsection 21(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a written consent from the Commission.
23. The Applicant is not in default under (i) any provision of the OBCA, the Act or the regulations or rules made thereunder, (ii) any rules made under the securities legislation of any other Jurisdiction and (iii) any of the rules, regulations or policies of the TSX.
24. The Applicant is not subject to any proceeding under the OBCA, the Act or the securities legislation of any other Jurisdiction.
25. The material rights, duties and obligations of a corporation governed by the DGCL are substantially similar to those of a corporation governed by the OBCA. In addition, given that the Debentures are debt obligations, the material rights of the holders of the Debentures and of the Applicant in respect of the Debentures will continue to be governed by the applicable indentures, which will continue in effect in accordance with their terms following the Continuance.
26. Following the Continuance, the Applicant's registered office will be located at 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle and the Applicant's corporate head office will be located at 777 South Flagler Drive, Suite 800 East, West Palm Beach, Florida 33401.
27. The Applicant has provided an undertaking (the "Undertaking") to the Commission that it will complete and file an "Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" (in the form of Schedule "A" thereto) (the "Submission to Jurisdiction Form") with the Commission through SEDAR+ promptly following the effective date of the Continuance. The Undertaking also provides that the Applicant will maintain and update the information contained in the Submission to Jurisdiction Form, or furnish a new Submission to Jurisdiction Form, in accordance with the provisions contained therein.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the DGCL.
DATED at Toronto on this 1st day of May, 2026.
OSC File #: 2026-155