Ontario Securities Commission Bulletin
Issue 49/21 - May 28, 2026
Ont. Sec. Bull. Issue 49/21
• Ontario Securities Commission et al.
• Ontario Securities Commission and Nayeem Alli
• Ontario Securities Commission et al. -- ss. 127(1), 127(8)
• Ontario Securities Commission and Benjamin Ward -- ss. 127(1), 127.1
• Ontario Securities Commission and Nayeem Alli
• Peter Michael Deeb et al. -- s. 8
• Ontario Securities Commission and Benjamin Ward -- ss. 127(1), 127.1
• Orogen Royalties Inc. (formerly 1537944 B.C. Ltd.)
• Global X Investments Canada Inc. et al.
• HarbourVest Partners (Canada) Limited
• Caribbean Utilities Company, Ltd. et al.
• FortisBC Energy Inc. and FortisBC Inc.
• Fiera Capital Corporation and imaxx Canadian Fixed Pay Fund
• Palos Wealth Management Inc.
• Temporary, Permanent & Rescinding Issuer Cease Trading Orders
• Temporary, Permanent & Rescinding Management Cease Trading Orders
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
May 20, 2026
TORONTO -- The Tribunal issued an Order in the above-named matter.
A copy of the Order dated May 20, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Nayeem Alli
FOR IMMEDIATE RELEASE
May 21, 2026
TORONTO -- The Tribunal issued its Reasons for Decision in the above-named matter.
A copy of the Reasons for Decision dated May 20, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al.
FOR IMMEDIATE RELEASE
May 22, 2026
TORONTO -- The previously scheduled day of May 25, 2026 will not be used for the merits hearing in the above-named matter. The merits hearing will resume on May 27, 2026, and continue on May 28, June 1, 3, 4 and 5, 2026, at 10:00 a.m. on each day.
The hearing will be held at the offices of the Tribunal at 20 Queen Street West, 17th floor, Toronto.
Members of the public may observe the hearing by videoconference, by selecting the "View by Zoom" link on the Tribunal's hearing schedule, at capitalmarketstribunal.ca/en/hearing-schedule.
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FOR IMMEDIATE RELEASE
May 22, 2026
TORONTO -- The Tribunal issued its Reasons for Decision in the above-named matter.
A copy of the Reasons for Decision dated May 21, 2026 is available at capitalmarketstribunal.ca.
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Ontario Securities Commission and Benjamin Ward
FOR IMMEDIATE RELEASE
May 25, 2026
TORONTO -- The Tribunal issued its Reasons and Decision and an Order in the above-named matter.
A copy of the Reasons and Decision and the Order both dated May 22, 2026 are available at capitalmarketstribunal.ca.
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Ontario Securities Commission et al. -- ss. 127(1), 127(8)
BETWEEN:
File No. 2025-28
Adjudicator: |
Andrea Burke |
May 20, 2026
(Subsections 127(1) and 127(8) of the Securities Act, RSO 1990, c S.5)
WHEREAS on May 20, 2026, the Capital Markets Tribunal held a hearing by videoconference to consider a motion by the Ontario Securities Commission to further extend a temporary order of the Commission dated October 27, 2025, and extended by the Tribunal on November 10, 2025, and April 27, 2026;
ON READING the materials filed by the Commission and the correspondence of the parties, on hearing the submissions of the representatives for the parties, and on being advised that the respondents consent to this order;
IT IS ORDERED pursuant to ss. 127(1)2, 127(1)3 and 127(8) of the Securities Act, that until 4:30 p.m. on October 27, 2026:
1. trading in any securities by Arquette, Arquette Insurance and Wealth Management, or by any person on their behalf, including but not limited to any act, advertisement, solicitation, conduct, or negotiation, directly or indirectly in furtherance of a trade, shall cease; and
2. any exemptions contained in Ontario securities law do not apply to Arquette or Arquette Insurance and Wealth Management.
Ontario Securities Commission and Benjamin Ward -- ss. 127(1), 127.1
BETWEEN:
File No. 2025-21
Adjudicators: |
Cathy Singer (chair of the panel) |
Timothy Moseley |
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Andrea Burke |
May 22, 2026
(Subsection 127(1) and section 127.1 of the Securities Act, RSO 1990, c S.5)
WHEREAS the Capital Markets Tribunal held a combined merits, sanctions and costs hearing in writing to consider whether to make findings against, and impose sanctions and costs on, Benjamin Ward in relation to the allegations made by the Ontario Securities Commission;
ON READING the materials filed by the Commission and Ward;
IT IS ORDERED THAT:
1. pursuant to paragraph 7 of subsection 127(1) of the Securities Act (the Act), Ward shall, on or before June 20, 2026, resign any positions he holds as a director or officer of any issuer;
2. pursuant to paragraph 8 of subsection 127(1) of the Act, Ward is prohibited from becoming or acting as a director or officer of any issuer until November 4, 2029;
3. pursuant to paragraph 9 of subsection 127(1) of the Act, Ward shall pay to the Commission an administrative penalty of $3,000; and
4. pursuant to section 127.1 of the Act, Ward shall pay to the Commission costs of the investigation and hearing in the amount of $3,248.13.
Ontario Securities Commission and Nayeem Alli
Citation: Ontario Securities Commission v Alli, 2026 ONCMT 21
Date: 2026-05-20
File No. 2025-26
BETWEEN:
Adjudicator: |
M. Cecilia Williams |
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Hearing: |
In writing; final written submissions received May 1, 2026 |
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Appearances: |
Susan Kimani |
For the Ontario Securities Commission |
Matthew McMurray |
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Nayeem Alli |
On his own behalf |
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[1] The Ontario Securities Commission brought a motion to strike from the record certain portions of the material filed by Nayeem Alli in connection with the merits and sanctions and costs hearing in this matter, and written submissions filed in connection with the motion. The basis of the motion was that both sets of materials contained references to communications protected by settlement privilege.
[2] Alli objected to the motion, arguing that the Commission's request was overly broad and exceeds the scope of settlement privilege as defined by the Supreme Court of Canada.
[3] This motion was heard in writing. On May 8, 2026, I issued an order,{1} with reasons to follow, granting the Commission's motion in part. Many of the references identified by the Commission disclosed the content of settlement discussions and should therefore be struck from the record. However, references that only identified the existence of settlement discussions or offers, but provided no further details of their substance, do not need to be struck. These are my reasons for the decision.
[4] On October 17, 2025, the Commission filed an application for enforcement proceeding alleging that Alli contravened Ontario securities law by failing to comply with a director and officer ban imposed in a Tribunal order dated June 22, 2023. By order of the Tribunal, the merits and sanctions and costs hearing against Alli are being combined and heard in writing.{2}
[5] Between November 4, 2025, and December 5, 2025, the parties engaged in settlement discussions, though no settlement was ever reached.{3}
[6] On February 26, 2026, Alli filed written submissions in connection with the merits and sanctions and costs hearing.
[7] On March 13, 2026, the Commission filed its motion to strike certain portions of the written submissions on the merits and sanctions and costs as they refer to, or otherwise describe, without prejudice settlement communications between the parties.
[8] On May 1, 2026, in its reply submissions on the motion, the Commission stated that, in addition to the written submissions on the merits and sanctions and costs, it was also necessary to strike certain portions of Alli's written submissions on the motion (together, the portions of Alli's submissions on the merits and sanctions and costs and of his submissions on the motion are the Contested References).
[9] The issue I must decide on this motion is whether the Contested References in Alli's materials are subject to settlement privilege and therefore constitute inadmissible factual assertions or submissions.
[10] Settlement privilege is a class privilege based on longstanding common law principles that communications made during settlement negotiations by any party are inadmissible, regardless of whether a settlement was reached.{4}
[11] Settlement privilege is based on the understanding that parties will be more likely to settle if they have confidence from the outset that their negotiations will not be disclosed.{5}
[12] The Ontario Divisional Court has stated that there are three conditions to recognizing settlement privilege:
a. a litigious dispute must be in existence or within contemplation;
b. the communication must be made with the express or implied intention that it would not be disclosed to the court in the event negotiations failed; and
c. the purpose of the communication must be to attempt to effect a settlement.{6}
[13] Settlement privilege extends beyond documents and communications expressly designated to be "without prejudice". Those precise words are not required to invoke the privilege. Any negotiation with the purpose of reaching a settlement is inadmissible.{7}
[14] Settlement privilege belongs to all parties to the settlement negotiation, and no single party can unilaterally waive the privilege.{8}
[15] There are exceptions to settlement privilege. A party seeking to establish an exception must show that, on balance, a "competing public interest outweighs the public interest in encouraging settlements".{9} Exceptions to settlement privilege are to be construed narrowly and may only be given effect where another policy objective can be shown to outweigh any impact on the policy objective of promoting settlement.{10}
[16] The Commission submits that Alli's submissions on the law of settlement privilege are rife with inaccuracies and are consequently misleading. The Commission submits that I should reject his unsupported statements about the law.
[17] In particular, the Commission submits that Alli's submissions repeatedly reference case law which either (i) does not stand for the proposition he asserts or (ii) does not appear to exist. For example, Alli submits that the Supreme Court of Canada has affirmed that "settlement privilege protects the content of settlement negotiations, not the mere procedural fact that settlement discussions occurred" and that it has "repeatedly held that settlement privilege is subject to exceptions where disclosure is necessary to prevent unfairness or where the disclosure is minimal and does not undermine the purpose of the privilege". The cases he cites (Sable andUnion Carbide) do not explicitly affirm these sentiments. Other case citations provided by Alli also contain misstatements, and in at least one instance, a case cited could not be located at all.
[18] I agree with the Commission that Alli's submissions on the law of settlement privilege are inaccurate, and I do not give any weight in my analysis to those submissions.
[19] The Commission submits that the Contested References are subject to settlement privilege because they refer to:
a. settlement discussions or otherwise describe communications made to resolve the litigation in the present proceeding;
b. offers made in the course of negotiations; and
c. content of negotiations.
[20] The Commission has not waived its settlement privilege over the Contested References. Therefore, the Commission submits it was not open to Alli to unilaterally introduce or refer to them in his materials in this proceeding. As a result, the Commission submits the Contested References are presumptively inadmissible.
[21] Alli submits that the Commission's request that all references to the fact that a settlement offer was made is overly broad, because his submissions do not disclose terms, admissions, "without prejudice" communications or negotiation strategy. Alli submits that he limited his references to the statement that "OSC Staff made a settlement offer, without describing its substance". The fact that the Commission made a settlement offer is a procedural fact, Alli submits, disclosure of which is permissible, minimally intrusive, and necessary for fairness.
[22] The Commission submits, and I agree, that the established exceptions to settlement privilege do not include minimal intrusion or fairness.
[23] Alli also submits that the Tribunal is not bound by the strict rules of evidence and that fairness to a self-represented respondent would permit the Contested References for a complete procedural history. The Commission submits that while the Tribunal has broad evidentiary discretion, the Statutory Powers Procedure Act{11} explicitly preserves the various privileges recognized under the law of evidence.{12} I agree with the Commission. In the absence of a recognized exception to settlement privilege, protected communications are not admissible.
[24] Alli also conceded that if he had inadvertently referred to the content of settlement discussions he would agree to those references being redacted from his submissions.
[25] The Tribunal encourages settlement discussions between the Commission and respondents and recognizes the essential role that settlement privilege plays in the effectiveness of those discussions. Parties to a settlement discussion will be more likely to engage in frank and broad conversations about the issues if they are confident those discussions will not be disclosed without the agreement of all involved parties.
[26] The scope of settlement privilege is broad and includes:
a. the content of negotiations, reflecting admissions, offers and compromises made in the course of negotiations;{13}
b. summaries of settlement offers;{14} and
c. materials that refer to settlement discussions.{15}
[27] The Supreme Court of Canada in Sable stated:
The purpose of settlement privilege is to promote settlement. The privilege wraps a protective veil around the efforts parties make to settle their disputes by ensuring that communications made in the course of these negotiations are inadmissible.{16}
[28] While the case law does not expressly draw a distinction between the existence of settlement discussions and the content of those discussions, it is clear from the description of the scope of settlement privilege that it applies to the substance of those communications and anything derived from them. Namely, the details of the negotiations, including any admissions and the substance of any offers. The privilege also extends to any materials that would similarly provide any of those details.
[29] The Commission submits that in any event, all the Contested References disclose more than the mere fact that settlement discussions occurred, and they include repeated references to the content of those discussions.
[30] I agree that several of the Contested References clearly contain details of conversations/statements made during settlement discussions. These references are squarely within the protection of settlement privilege, and I ordered they be removed from Alli's submissions.
[31] However, I do not agree that every instance identified by the Commission in the Contested References discloses the content of settlement discussions. I am not persuaded that stating that settlement discussions occurred or that a settlement offer was made by one or the other party is protected by settlement privilege as such statements do not disclose any of the substance of the settlement communications. The order I issued denied the Commission's request to strike all such references from the Contested References.
[32] I am satisfied that settlement privilege does attach to references that allude to or give insight into the settlement discussions, the positions of the parties in those negotiations and/or the strategy of parties. Such references would include, for example:
a. statements about a settlement discussion and/or an offer that state or suggest the attitude or approach of a party, for example that imply that a party was reasonable or unreasonable requiring the other party to have to consider waiving privilege to respond to the statement;
b. statements that, in their context, would disclose a party's position or strategy on a particular aspect of the issues at stake in the settlement discussions, for example a statement that a party's submissions on a sanction sought does not make sense given the offer made during settlement discussions; and
c. statements that express what a party may or may not have been prepared to consider as part of settlement negotiations.
Accordingly, the order I issued granted the Commission's request to strike all such references.
[33] I concluded that all portions of the material that disclosed settlement discussions were inadmissible and must be struck. Alli did not establish that there was an applicable exception to settlement privilege available in this case.
[34] The Commission did not persuade me that references to the existence of settlement discussions or to the fact that either party made offers to settle offended settlement privilege. I refused to strike those statements.
[35] I ordered that redacted versions of Alli's written merits and sanctions and costs submissions and written motion submissions be served and filed in accordance with my decision by May 15, 2026. Only the redacted versions will be publicly available.
Dated at Toronto this 20th day of May, 2026
{1} (2025), 49 OSCB 4404; https://www.capitalmarketstribunal.ca/sites/default/files/2026-05/rad_20260508_alli.pdf
{2} (2025), 48 OSCB 9957; https://www.capitalmarketstribunal.ca/sites/default/files/2025-11/rad_20251126_alli.pdf
{3} Exhibit 1, Affidavit of Julia Ho sworn March 31, 2026, at paras 3-4
{4} Sable Offshore Energy Inc v Ameron International Corp, 2013 SCC 37 (Sable) at paras 12 and 15-17
{5} Sable at para 13; Union Carbide Canada Inc v Bombardier Inc, 2014 SCC 35 (Union Carbide) at para 31
{6} Inter-Leasing, Inc v Ontario (Finance), 2009 CanLII 63595 (Div Ct) (Inter-Leasing) at para 10
{7} Sable at para 14
{8} Canadian Flight Academy Ltd v The Corporation of the City of Oshawa, 2024 ONSC 2756 at para 11; Phemex Limited (Re), 2025 ONCMT 6 (Phemex) at para 10
{9} Sable at para 19
{10} Phemex at para 11; Singh v Progressive Conservative Party of Ontario, 2018 ONSC 203 (Div Ct) at para 57; Phoa v Ley, 2020 ABCA 195 at para 24
{11} RSO 1990, c. S22 (SPPA)
{12} SPPA, s 15(2)
{13} Sable at para 18
{14} Inter-Leasing at para 16
{15} Inter-Leasing at para 17
{16} Sable at para 2
Peter Michael Deeb et al. -- s. 8
Citation: Deeb v Canadian Investment Regulatory Organization, 2026 ONCMT 22
Date: 2026-05-21
File No. 2026-10
BETWEEN:
(Section 8 of the Securities Act, RSO 1990, c S.5)
Adjudicators: |
James Douglas (chair of the panel) |
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Judith Robertson |
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Mary Condon |
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Hearing: |
April 6, 2026 |
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Appearances: |
Kevin Richard |
For Peter Michael Deeb |
Sabrina Heaman |
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Joe Kelly |
For the Canadian Investment Regulatory Organization |
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Michael Mantle |
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Kirsten Thoreson |
For the Ontario Securities Commission |
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[1] The Applicant, Peter Michael Deeb, brought a motion for a partial stay of the Final Order and Decision on Sanctions and Costs of a Canadian Investment Regulatory Organization disciplinary panel dated February 3, 2026,{1} pending the disposition of his application for a review of that decision and the previous Liability Decision of the CIRO panel dated April 14, 2025{2} . We heard and dismissed the motion, with reasons to follow, on April 6, 2026.{3} These are our reasons for that decision.
[2] Deeb has worked at Hampton Securities Limited (Hampton) since it was founded in 1996. Prior to the Sanctions Decision, he was the CEO, the Ultimate Designated Person (UDP) and a registered representative with Hampton.
[3] In the Liability Decision, the CIRO panel found that Deeb engaged in a prohibited trading practice in client and firm inventory accounts and failed to promote compliance by Hampton with regulatory requirements contrary to prescribed obligations of a UDP. In the Sanctions Decision, the CIRO panel found Deeb to have acted dishonestly in relation to CIRO's investigation and characterized his misconduct as serious violations of CIRO's rules requiring significant sanctions.
[4] The CIRO panel ordered the following sanctions against Deeb:
a. a fine of $500,000;
b. disgorgement of $1,225,237;
c. the revocation of Deeb as the UDP of Hampton and a permanent bar from serving or being approved or registered as a UDP;
d. a one-year suspension from being approved or registered as a registered representative;
e. a three-year suspension from being approved or registered as an Executive or Supervisor; and
f. costs of $230,000.
[5] Deeb's review application seeks orders setting aside or varying the Liability Decision and the Sanctions Decision, in their entirety. However, he sought a stay on this motion of only the sanctions referred to in sub-paragraphs 4(d) and (e) above. At the hearing of the motion, counsel for CIRO advised that it was not CIRO's intention to enforce any of the monetary sanctions against Deeb pending the final disposition of his review application.
[6] The requested stay would permit Deeb to continue to act as a registered representative and Board Chair at Hampton, as well as maintaining his role as the CEO and Chair of Hampton's parent company.
[7] In support of this stay motion, Deeb filed two affidavits, both sworn February 27, 2026. The first is sworn by him personally (the Deeb Affidavit) and the second is sworn by Haidar Flahat, who is currently the Chief Compliance Officer of Hampton. Deeb also filed excerpts from the transcripts of the examinations of three of the witnesses who testified at the CIRO disciplinary hearing, including himself.
[8] Both CIRO and the Ontario Securities Commission oppose the stay sought by Deeb on this motion. Neither filed any evidence on the motion.
[9] On March 9, 2026, the Tribunal ordered that the Liability Decision and the Sanctions Decision be stayed pending the disposition of this stay motion (the Interim Stay Order).{4}
[10] Deeb's review application is scheduled to be heard on October 1 and 2, 2026.
[11] While Hampton was a party to the proceedings before the CIRO panel, it has not sought a review of either the Liability Decision or the Sanctions Decision as they apply to it, nor has it taken any position with respect to Deeb's stay motion or his application for review.
[12] The Tribunal has the authority to grant a stay of CIRO's decision pending the disposition of Deeb's review application pursuant to s. 8(4) of the Securities Act.{5}
[13] The following three-part test for the granting of a stay as articulated by the Supreme Court of Canada{6} applies:{7}
a. there is a serious issue to be tried;
b. the moving party would suffer irreparable harm if the stay was refused; and
c. the balance of convenience favours granting the stay.
[14] Deeb bears the onus of establishing that all three parts of the above test have been met.
[15] The threshold to establish that there is a serious issue to be tried is low. The Tribunal is required to make a preliminary assessment of the merits of the review application and be satisfied that the application is neither vexatious nor frivolous.{8}
[16] All the parties acknowledge that the review application is neither vexatious nor frivolous. We agree. Deeb has satisfied this part of the test.
[17] The second part of the test imposes on Deeb the burden of demonstrating, on evidence that is clear and not speculative, that he will (not may) suffer irreparable harm.{9}
[18] The meaning of "irreparable harm" in the present context is succinctly described in the following excerpt from the reasons of the Supreme Court of Canada in RJR-MacDonald:
"Irreparable" refers to the nature of the harm suffered rather than its magnitude. It is harm which either cannot be quantified in monetary terms or which cannot be cured, usually because one party cannot collect damages from the other.{10}
[19] Deeb submits that he has discharged the evidentiary burden of demonstrating that, if the stay sought is not granted, he will suffer financial harm that cannot be cured.
[20] In the Deeb Affidavit, the applicant attests to having a book of business consisting of approximately 50 clients and total assets of $60 million. He goes on to say that, if he is suspended as a registered representative pending disposition of the review application, he has "serious concerns" that it will cause irreparable harm to his client business and "believe[s]" that some of his clients will leave Hampton thereby negatively affecting his book of business.
[21] In oral submissions, Deeb's counsel attempted to supplement the above statements in the Deeb Affidavit by asserting that an unspecified CIRO rule would prevent Deeb from earning commission income from Hampton during the currency of any suspension.{11}
[22] Deeb argued that his concerns and beliefs, as expressed in the Deeb Affidavit, coupled with the effect of the unspecified CIRO rule, satisfied his evidentiary burden of showing a loss, in this case financial, that would inevitably flow from any suspension of his registered representative registration. It should be noted that Deeb offered no evidence and advanced no argument of loss, financial or otherwise, that would flow from his suspension as an Executive or Supervisor.
[23] On the question of whether the alleged loss would or could be cured, Deeb submitted that, if successful on the review, CIRO, as a self-regulatory body, had no obligation to and would not compensate him for any loss suffered as a result of the suspension of his registered representative registration.
[24] In addition to relying upon the general statement of the law in RJR-MacDonald quoted above, Deeb referred us to a number of past authorities in which a stay of a registration suspension was granted pending the disposition of a review of a decision of a self-regulatory body.{12} In particular, Deeb relied upon the decision of this Tribunal in Eley (Re), a case where the Tribunal found on the evidence before it that the applicant, a registered representative, would suffer irreparable harm due to the suspension of his registration and went on to stay the suspension pending the disposition of his review application.{13}
[25] Both CIRO and the OSC submit that Deeb has failed to meet the evidentiary burden of establishing that he will suffer irreparable harm if his suspension as a registered representative is not stayed pending the disposition of his review application.
[26] They argue that Deeb's evidence of loss or harm is "weak", "soft" and/or "speculative". Relying on the decisions of the Ontario Court of Appeal in Sazant and the Divisional Court in Kitmitto, they argue that Deeb's evidence amounts to no more than evidence of possible or likely harm which does not meet the evidentiary burden of demonstrating that Deeb "will" suffer irreparable harm if a stay is not granted.
[27] We agree with CIRO and the OSC that Deeb has not met his evidentiary burden of establishing irreparable harm. Deeb has offered no evidence of any clients leaving or threatening to leave him since the Sanctions Decision was issued, no evidence that he will lose his job at Hampton if a stay is not granted and no evidence of how his financial circumstances or income will be affected by the suspension.
[28] Even if we accept, in theory, that some level of financial loss is likely as a result of an inability to earn commissions, it does not, in our view, take Deeb over the evidentiary hurdle he faces in establishing irreparable harm. The Deeb Affidavit says nothing about how he is remunerated by Hampton or how that remuneration will be affected by his suspension as a registered representative.{14} Moreover, in contrast to the evidence in Eley (Re), the Deeb Affidavit says nothing about Deeb's broader financial situation, his obligations, or other sources of income.
[29] Borrowing from the language of the Divisional Court in Kitmitto, we find Deeb's evidence that he will suffer, as a result of the suspension of his registered representative registration, either a loss of clients or a financial loss that cannot be cured to be "unconvincing". In contrast, and by way of distinguishing the decision in Eley (Re) from this case, the Tribunal in that case found that "The evidence demonstrates that Eley will suffer financial harm if the stay is not granted,..."(Emphasis added).{15}
[30] The third part of the test requires an assessment of which of the parties will suffer greater harm from granting or denying the stay.
[31] Given that we have found that Deeb has failed to establish that he will suffer irreparable harm if a stay is not granted, we do not, strictly speaking, need to consider this part of the three-part test.
[32] That said, we note that the Court in RJR-MacDonald placed significant weight on the role of the public interest in the assessment of where the balance of convenience lay in the regulatory context.
[33] Accordingly, we would have been inclined to give significant weight to the benefit of public confidence in the disciplinary processes of CIRO as a self-regulatory body when assessing relative harm from a balance of convenience perspective.
[34] However, we would have been unable to conclude whether imposing conditions on Deeb's registration might satisfactorily ameliorate any potential harm to market integrity or the public consequent upon the granting of the requested stay. Only the OSC made limited written submissions on this issue. Otherwise, the issue was addressed only in limited oral submissions by the parties in response to questioning by the panel.
[35] For these reasons, we dismissed Deeb's stay motion. However, in order to allow Deeb sufficient time to get his affairs in order, we allowed the Interim Stay Order to remain in effect for 10 business days following the date of our April 6, 2026, order.
Dated at Toronto this 21st day of May, 2026
{1} Deeb and Hampton Securities, 2026 CIRO 7
{2} Deeb and Hampton Securities, 2025 CIRO 18
{3} (2026), 49 OSCB 3181; https://www.capitalmarketstribunal.ca/sites/default/files/2026-04/rad_20260406_deeb.pdf
{4} (2026), 49 OSCB 2141; https://www.capitalmarketstribunal.ca/sites/default/files/2026-03/rad_20260309_deeb.pdf
{5} RSO 1990, c S.5
{6} RJR-MacDonald Inc v Canada (Attorney General), [1994] 1 SCR 311 (RJR-MacDonald)
{7} Eley (Re), 2020 ONSEC 30 (Eley); Odorico (Re), 2023 ONCMT 10; Ali (Re), 2023 ONCMT 30
{8} RJR-MacDonald at 337
{9} Kitmitto et al v Ontario Securities Commission, 2023 ONSC 1739 (Div Ct) (Kitmitto) at para 13; Sazant v College of Physicians & Surgeons (Ontario), 2011 Carswell Ont 15914 (ONCA) (Sazant) at para 11
{10} RJR-MacDonald at 341
{11} During the hearing of the motion, we asked counsel for Deeb to provide us with a reference to such rule, but none was provided until after we had rendered our decision at the conclusion of oral argument. While counsel did refer us to Rule 3505 of the Investment Dealer and Partially Consolidated Rules via email to the Registrar on April 15, 2026, consideration of the interpretation and applicability of this rule forms no part of these reasons in view of the timing of that communication.
{12} Eley at para 41; Sterling Grace & Co. Ltd (Re), 2013 ONSEC 41 at para 29; Northern Securities Inc (Re), 2013 ONSEC 48 at para 12; Pariak-Lukic v Investment Industry Regulatory Organization of Canada, 2016 ONSC 2564 (Div Ct) at para 3
{13} Eley at paras 28-30 and 41
{14} While none of the parties made reference to it in their written submissions or oral arguments, we note with interest the reference at paragraph 10 of the CIRO panel's Reasons for Decision on Sanctions and Costs to an affidavit sworn May 28, 2025 by Deeb in which he attests that he is a salaried employee at Hampton and does not earn any commissions, remuneration, or percentage on trading in fee-based accounts at Hampton.
{15} Eley at para 28
Ontario Securities Commission and Benjamin Ward -- ss. 127(1), 127.1
Citation: Ontario Securities Commission v Ward, 2026 ONCMT 23
Date: 2026-05-22
File No. 2025-21
BETWEEN:
(Subsection 127(1) and section 127.1 of the Securities Act, RSO 1990, c S.5)
Adjudicator: |
Cathy Singer (chair of the panel) |
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Timothy Moseley |
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Andrea Burke |
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Hearing: |
In writing; final written submissions received April 10, 2026 |
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Appearances: |
Susan Kimani |
For the Ontario Securities Commission |
Matthew McMurray |
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Benjamin Ward |
On his own behalf |
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[1] The Ontario Securities Commission alleges in this enforcement proceeding that Benjamin Ward contravened Ontario securities law because he remained a director of two issuers and an officer of one of those issuers following an order of this Tribunal dated November 4, 2022{1} (November 2022 Order). The November 2022 Order included a director and officer ban that required Ward to resign any positions he held as a director or officer of any issuer and banned him from becoming or acting as a director or officer of any issuer for six years.
[2] The parties agreed that this proceeding should be dealt with in one written hearing that addresses the merits of the Commission's allegations, as well as any sanctions and costs that may result.
[3] We find that Ward breached the November 2022 Order, and therefore breached Ontario securities law, by failing to resign as a director of one of the issuers, CCC Escrow Inc. (CCC). However, we dismiss the allegation that Ward failed to resign as a director and officer of the second issuer, Campbellco003 Group Inc. (Campbellco). This is because the Commission did not displace or discredit Ward's evidence that he did not consent to be a director and officer of Campbellco and was not aware that he was a director and officer of Campbellco.
[4] As a consequence of this breach of Ontario securities law, we find that the following sanctions against Ward are appropriate and in the public interest:
a. an order that Ward resign as a director or officer of any issuer within 30 days of our order;
b. an order that Ward is prohibited from becoming or acting as a director or officer of any issuer for a period of one year from November 4, 2028, the expiry date of the director and officer ban in the November 2022 Order; and
c. an order that Ward shall pay an administrative penalty in the amount of $3,000.
[5] We also order Ward to pay the Commission's costs of the investigation and this hearing in the amount of $3,248.13.
[6] The reasons for our decision are set out below.
[7] The Tribunal issued the November 2022 Order following a settlement between the Commission, Ward and other respondents in another enforcement proceeding commenced in 2019, Canada Cannabis Corporation (Re).{2} The November 2022 Order approved the settlement and imposed the sanctions agreed by the parties to the settlement, including the director and officer ban against Ward.
[8] The factual findings in these reasons are based on the evidence contained in:
a. affidavits filed by the Commission: one from Julia Ho, Law Clerk,{3} and two from Paul Baik, Investigator,{4} and
b. an affidavit of Ward, filed by Ward.{5}
[9] The Commission submits that the evidence it filed establishes that Ward breached the director and officer ban in the November 2022 Order. The Commission relies on corporate profile reports (CPRs) that the Commission obtained, and one email from Ward to the Commission.
[10] A CPR obtained on December 4, 2024, for Campbellco, a company incorporated in Ontario, indicates that Ward became a director and officer of that company on February 13, 2012, and continued in those positions as of December 2024.
[11] A CPR obtained on December 4, 2024, for CCC, also a company incorporated in Ontario, indicates that Ward became a director of CCC on May 7, 2014, and continued in that position as of December 2024.
[12] The Commission emailed Ward on December 20, 2024, attaching copies of these two CPRs and requesting that Ward provide evidence of compliance with the director and officer ban, including any evidence of his resignation. Ward replied by email on December 31, 2024. The Commission submits that Ward's reply amounts to an implicit admission that he had not complied with the ban. This is because Ward stated in the email that immediately upon having the CPRs brought to his attention, he completed, signed and mailed to the Ministry of Government Services a Form 1 -- Ontario Corporation Initial Return / Notice of Change (Form 1) for each corporation. Each of these completed forms identifies Ward as a director and indicates that he ceased being a director on December 30, 2024. The Form 1 for Campbellco did not address Ward's status as an officer of that company.
[13] The Commission obtained further CPRs for Campbellco and CCC on January 13, 2026, which still showed Ward as a director and officer of Campbellco and a director of CCC. However, based upon Ward's email of December 31, 2024, the Commission accepts for purposes of this proceeding that Ward resigned as a director of both Campbellco and CCC effective December 30, 2024.
[14] Ward denies that he breached the director and officer ban and asserts various defences. We address these defences in turn, below.
[15] First, Ward submits that the Commission has failed to establish an essential element of the breach of the director and officer ban; namely, that each of Campbellco and CCC was an "issuer", as that term is defined in the Securities Act{6} (the Act). He submits that it is the Commission's burden to establish not simply that he was a director or officer of a corporation, but also that the corporation in question was an issuer.
[16] We agree that the director and officer ban is a ban from acting as a director and officer of an issuer.
[17] The Act defines "issuer" as a "person or company who has outstanding, issues, or proposes to issue, a security".{7}
[18] Ward filed an affidavit that attaches publicly available corporate records for Campbellco and CCC. He submits that those represent "the complete document archives for both corporations" and that the records establish that neither company: i) ever issued any securities, ii) has any outstanding securities, or iii) has ever taken concrete steps to propose the issuance of securities.
[19] We disagree with Ward's submission that the publicly available corporate records for Campbellco and CCC establish that the companies are not issuers. The corporate records that would establish whether shares have been issued (e.g., a corporate share register) or are proposed to be issued (e.g., Directors' resolutions contained in the minute books) need not be publicly filed. Neither party adduced copies of these.
[20] Instead, we accept the Commission's submission that the corporate records that Ward filed for Campbellco, a corporation incorporated under the Business Corporations Act{8} (OBCA), contain compelling direct evidence that Campbellco has issued shares. These records show that the articles of incorporation for Campbellco were amended in 2013 to change the corporation's name from Ward Campbell Inc. to Campbellco. Under the OBCA, such an amendment requires a "special resolution"{9} that is approved at a meeting of shareholders.{10}
[21] As the Commission proposed, we also infer that, because both Campbellco and CCC were incorporated under the OBCA more than 20 years ago, they both issued or, at the very least, proposed to issue shares and therefore are issuers. The OBCA applies only to corporations with share capital.{11}
[22] We find that both Campbellco and CCC are issuers.
[23] In Ward's affidavit,{12} he swore that, to his knowledge, he was never appointed as a director or officer of Campbellco and at no time during the relevant period did he engage in any business activity or have anything whatsoever to do with Campbellco. He believes that if his name was used in connection with Campbellco, it was used fraudulently, and if his signature was applied to any documents related to Campbellco, it was forged.
[24] Ward identifies William Andrew Campbell as the other person identified in the corporate records as a director and officer of Campbellco since its incorporation. Ward explains that he knew Campbell to have been a bookkeeper and accountant for the family office of a person (Douglass Scott Keevil) who controlled another company where Ward worked between 2011 and 2013. Ward's affidavit goes on to set out the many reasons why he would never have joined a business relationship or venture with Campbell.
[25] Under the OBCA, a person named as a director in corporate articles or the most recent return filed under the Corporations Information Act{13} is presumed to be a director.{14} We accept the Commission's submission that this presumption can be overcome only by credible evidence to the contrary and that we must be cautious about accepting self-serving testimony.{15} The Commission submits that Ward's evidence is bare, self-serving and uncorroborated, and that it therefore fails to rebut the presumption.
[26] The Commission submits that Ward's own evidence is actually consistent with him being named as a director and officer of Campbellco, as it discloses that:
a. he had a working relationship with Campbell in 2012 when Campbellco was incorporated;
b. Campbellco was originally called Ward Campbell Inc.; and
c. the corporate name was changed to Campbellco in 2013 only after Ward stopped working for the company that Keevil controlled.
[27] The Commission's submissions recognize that in order to decide whether Ward's evidence rebuts the presumption that arises from his name being listed as a director in Campbellco's articles and filed return, we must assess Ward's credibility. We cannot agree with the Commission's submission that Ward's evidence about Campbellco is not credible. The Commission chose not to cross-examine Ward and directly challenge his credibility. By making that choice, the Commission denied Ward the opportunity either to address the parts of his evidence that the Commission says we should discount, or to explain the lack of corroborative evidence. It is significant that Ward's story about not consenting to becoming a director and officer of Campbellco has been consistent since he sent his December 31, 2024, email to the Commission, well before the Commission commenced this proceeding. It is also significant that, in contrast, Ward does not dispute that he was previously a director of CCC.
[28] In the circumstances, we are prepared to give Ward the benefit of the doubt. We find that he has sufficiently rebutted the presumption that he was a director of Campbellco. We also find that the Commission has not established that he was an officer of Campbellco. Although he did not provide corroborating evidence in the form of testimony from others or from Campbellco corporate records, his unchallenged evidence does explain in detail why he does not have an ongoing relationship with either Campbell or Keevil and never had any involvement in Campbellco.
[29] Ward states that he "formally resigned" from "Canadian Cannabis Corp." "and all of its subsidiaries", including CCC, in 2016 through a written resignation he sent to Keevil, the newly appointed CEO. Ward says he had no involvement with the company following his resignation. We note that "Canada Cannabis Corporation" was a wholly-owned subsidiary of "Canadian Cannabis Corp." and that both of these corporations were respondents in the prior enforcement proceeding before the Tribunal.
[30] Ward's written submissions go further than his evidence. He submits that he reasonably believed that CCC was a subsidiary of Canadian Cannabis Corp., his resignation was acknowledged by Keevil, and he reasonably relied on that acknowledgment. He also submits that the Statement of Allegations issued by the Commission in 2019 in Canada Cannabis confirmed that Ward had resigned from Canadian Cannabis Corp. in 2016 and he relied on that statement by the Commission.
[31] The Commission submits that we should not find that Ward resigned as a director of CCC in 2016. It submits that Ward has not provided evidence that he sent a resignation letter directly to CCC, as required under s. 121 of the OBCA. His evidence that he resigned from another company "and all its subsidiaries", which he believed included CCC, is insufficient to rebut the presumption arising from the CCC corporate records that he remained a director of CCC in December 2024. The Commission submits that Ward's efforts to file the Form 1 after he was contacted by the Commission in December 2024 are an admission that he was still a director.
[32] We disagree that the steps Ward took in December 2024 to file the Form 1 amount to an admission. He took these steps to clear up the public record and have his name removed as a director. However, his December 31, 2024, email to the Commission notifying it of these steps does acknowledge that, based upon the materials the Commission attached to its December 20, 2024, email, it "appears" that CCC was not a subsidiary of Canada Cannabis Corp. By implication, that meant that he was mistaken in his prior belief that he had resigned from CCC by virtue of his resignation from Canada Cannabis Corp. and all its subsidiaries.
[33] Based on the evidence, and noting that the Commission did not cross-examine Ward, we find that until he received the Commission's December 20, 2024, email, Ward believed that he had resigned as a director of CCC in 2016. However, because Ward's evidence did not sufficiently rebut the presumption that he remained a director until 2024, we find that Ward was mistaken in his belief and that he did not resign as a director of CCC in 2016 and remained a director until December 2024.
[34] Ward submits that if we find a breach of the director and officer ban, any such breach is merely technical and there is no harm to investors. He submits that there is no evidence that either Campbellco or CCC carried on any business during the relevant period, and his evidence is that he was never involved with Campbellco and was not involved with CCC after 2016.
[35] None of these submissions discloses a proper defence to the allegations that Ward has breached Ontario securities law by contravening the director and officer ban in the November 2022 Order. We accept the Commission's submission that there is no de minimis exception to compliance with a sanctions order of this Tribunal.
[36] Ward submits that the Commission has breached the 2022 Settlement Agreement by allegedly publishing statements that are inconsistent with the Agreed Statement of Facts in that agreement. Ward's submissions and materials do not identify these allegedly inconsistent statements, but he describes them as:
a. evidence of "short seller paid media",
b. "continuing to claim that Ward committed fraud", and
c. "salacious and defamatory materials".
[37] Because Ward failed to identify any inconsistent statements and because no such statements are apparent to us, we reject Ward's submission on this point.
[38] Ward submits that his ability to make full answer and defence has been impeded because we dismissed his motion asking that the entirety of this proceeding be subject to a confidentiality order.{16} He says that as a consequence, he is prevented from submitting evidence that would exonerate him (including specific evidence of the forgery of his signature on documents of Canadian Cannabis Corp. and its subsidiaries). He also says that he is disadvantaged by his inability to rely in this proceeding on evidence that is subject to a prior confidentiality order made in the Canada Cannabis proceeding.
[39] We agree with the Commission that these submissions by Ward are an improper attempt to relitigate the issue of confidentiality that we decided earlier. In our Reasons and Decision dismissing Ward's request for a blanket confidentiality order over the entirety of this proceeding, we clearly stated that our dismissal was without prejudice to Ward's ability to bring a further, more targeted, confidentiality motion in future, should he choose to do so.{17} We also directed that if Ward decided to seek a more targeted confidentiality order over materials he wanted to file for this proceeding, there would be a case management conference to address the procedural requirements for such a motion.{18} Ward did not seek any further targeted confidentiality order.
[40] As for Ward's submission that he is disadvantaged because of the prior confidentiality order made in the Canada Cannabis proceeding, Ward made the identical submission in his confidentiality motion in support of his request for a stay of this proceeding.{19} We dismissed his request for a stay and offered guidance to him that he might need to obtain a variation of the prior confidentiality order.{20} Ward did not subsequently seek to obtain a variation of the prior confidentiality order and chose not to take steps to file any additional evidence.
[41] With respect to Campbellco, the Commission failed to rebut Ward's sworn statement that he never knowingly became a director and officer of the company. We find that he was not a director or officer of Campbellco. Accordingly, we dismiss the allegation that he breached the director and officer ban as a consequence of his failure to resign as a director and officer of Campbellco. With respect to CCC, we find that Ward remained a director in violation of the November 2022 Order, as a result of his mistaken belief that he had earlier resigned from that position. Ward's violation of the November 2022 Order in respect of CCC is a breach of Ontario securities law.
[42] The Commission asked that we not only find Ward to have contravened Ontario securities law, but also that we find Ward to have breached s. 122(1)(c) of the Act. We decline to do so. In a Tribunal proceeding, once there is a finding that a respondent has contravened Ontario securities law (as we have found here), referring to s. 122(1)(c) adds nothing.{21}
[43] Having found that Ward contravened Ontario securities law, we now address the appropriate sanctions against him. The Act authorizes us to impose sanctions under s. 127(1) if we find it is in the public interest to do so. Our jurisdiction to order sanctions must be exercised in a manner consistent with the purposes of the Act, which include the protection of investors, and the fostering of fair and efficient capital markets and confidence in them.{22} Sanctions are protective and preventative, and not punitive.{23} Sanctions must be appropriate and proportionate to a respondent's conduct and the circumstances and findings in the particular case.{24}
[44] The Commission seeks the following sanctions against Ward:
a. an order that he resign as a director and officer of any issuer, including that he resign as an officer of Campbellco;
b. a director or officer ban for a period of four years and six months beyond the expiry of the original ban in the November 2022 Order; and
c. an administrative penalty of $9,000, where $3,000 of that amount is attributable to the Commission's allegations about CCC, and $6,000 is attributable to the Commission's allegations about Campbellco.
[45] We find that the following sanctions against Ward are in the public interest:
a. an order that he resign as a director and officer of any issuer;
b. a director and officer ban for a period of one year beyond the expiry of the original ban in the November 2022 Order; and
c. an administrative penalty of $3,000.
[46] There are a number of factors that we may consider when imposing sanctions.{25} In this case the most relevant sanctions factors are the seriousness of the misconduct, mitigating factors, and specific and general deterrence achieved through sanctions. We also considered the Commission's submissions about the allegedly recurrent nature of the misconduct and about Ward's failure to resign as an officer of Campbellco after the Commission contacted him in December 2024.
[47] This Tribunal has previously held that a breach of a Tribunal order is serious misconduct, and a breach of an order arising from a settlement increases the seriousness of the misconduct because it jeopardizes public confidence in the settlement process and the enforcement of Ontario securities law.{26}
[48] We have considered whether Ward's submission that there was no resulting harm to investors (because CCC was not an operating company and he was not involved with the company after 2016) moderates or mitigates the seriousness of his contravention. We find that it does not. The absence of evidence that CCC was an operating corporation, that Ward, in fact, acted as a director of CCC after 2016, or that Ward's failure to resign as a director of CCC affected any member of the public is not a mitigating factor. Rather, if such facts were established, they would have been aggravating factors.{27}
[49] The Commission submits that there are no mitigating factors present in this case. We disagree. We are sympathetic to Ward because he established that his failure to resign as a director of CCC after the November 2022 Order was due to his mistaken belief that he had previously resigned. As well, when contacted by the Commission in December 2024, Ward took immediate steps to resign. While any breach of a Tribunal order is serious, in this case we find that the seriousness of breach was at the lesser end of the spectrum.
[50] Although we are sympathetic to Ward and he has demonstrated that he was not cavalier about complying with the director and officer ban, we nevertheless find that some sanctions are required in order to achieve both specific and general deterrence in this case. Ward's mistaken belief that he had previously resigned as a director of CCC, does not excuse his breach of the director and officer ban. We want to send the signal to Ward as well as to others subject to Tribunal orders that they must take care to ensure compliance.
[51] The Commission submits that Ward's misconduct was recurrent because it involved multiple issuers, for a duration of many years, and it involved the failure to resign as an officer of Campbellco even after the Commission notified Ward of that breach in December 2024. The Commission also cites Ward's failure to resign as an officer of Campbellco after December 2024 email as an aggravating factor.
[52] Because we have found that the Commission failed to establish that Ward was a director or officer of Campbellco and we have dismissed the Commission's allegations in relation to Campbellco, the Commission has not established that Ward's misconduct related to multiple issuers or was aggravated by his failure to resign as an officer of Campbellco after December 2024.
[53] Because Ward mistakenly believed that he had previously resigned as a director of CCC, we do not find the fact that he remained a director of CCC for a little more than two years after the November 2022 Order to be recurrent misconduct.
[54] The Commission submits that a further director and officer ban of 4.5 years after the expiry of the existing ban in the November 2022 Order is appropriate. The proposed ban represents the amount of time that Ward was in breach of the existing ban (calculated by the Commission as three years) plus an additional 18 months, and is necessary to achieve the objectives of specific and general deterrence while remaining within a reasonable range and consistent with prior cases.{28}
[55] The Commission also submits that an order requiring Ward to resign as a director or officer of any issuer is appropriate, because he remains an officer of Campbellco and may also be a director or officer of an issuer that the Commission is not aware of.
[56] We agree that an order requiring Ward to resign as a director or officer of any issuer is appropriate. We also agree that a further director and officer ban to commence immediately after the current ban expires on November 4, 2028, is appropriate. Considering all of the circumstances and factors discussed above, a further ban of one year, rather than 4.5 years, is in the public interest.
[57] The Commission seeks an administrative penalty of $3,000, or $1,500 per year of breach (that is, two years of breach, from November 2022 to December 2024), in relation to Ward's failure to resign as a director of CCC.
[58] The Commission refers to a number of authorities to support this approach to calculating an administrative penalty and the amount it seeks. A number of cases involving similar misconduct from other Canadian jurisdictions involved administrative penalties in the range of $2,750 to $15,000 per corporation per year of breach.{29} The Commission acknowledged that these cases involved aggravating factors that are not present here, such as attempts to conceal non-compliance and active involvement in the capital markets while acting as directors and officers.
[59] The Commission also refers to a decision of this Tribunal in Valentine where the administrative penalty of $500,000 for the respondent's breach of a director and officer ban in respect of numerous companies over many years amounted to a penalty of approximately $693 per corporation per year of breach.{30} The Commission describes this amount of $693 to be on the lower end of the spectrum when compared to the amounts ordered in the other cases, but explains that the Tribunal took a global view of all sanctions in that case, which included other significant sanctions, including a significant disgorgement order and permanent market participation bans.
[60] In the Carnie case cited by the Commission, the Tribunal found $2000 per company per year of breach to be appropriate. It reduced that amount in its order with respect to one company, only because the Commission had sought the lower amount (of $1500 per year of breach). It would have been unfair to order more than what the Commission asked for.{31}
[61] In this case, we accept the Commission's proposed $1,500 per year of breach regarding CCC (for a total of $3,000) as an appropriate basis for calculating the administrative penalty.
[62] Section 127.1 of the Act allows the Tribunal to order a respondent who has contravened Ontario securities law to pay the Commission's costs of an investigation and hearing. A costs order is not a sanction, but rather a means to recover a portion of the costs from the respondent.
[63] The Commission seeks total costs of $8,124.86, that include:
a. $5,496.25 in fees, reflecting work related to the investigation and litigation of this matter, undertaken by two litigation counsel and one law clerk, at hourly rates previously approved in Tribunal decisions;
b. $1,000 in fees reflecting work relating to Ward's motion for a blanket confidentiality order undertaken by two litigation counsel and one law clerk (which amount is discounted down from a total of $4,005 in fees for work on the confidentiality motion); and
c. $1,628.61, being one ninth of the total $14,657.50 in fees attributable to a group of nine cases, including this one, that make similar allegations against different respondents.
[64] We are satisfied that it is appropriate to order some costs in relation to the first two of these categories, which together total $6,496.25. However, we are not prepared to order Ward to pay this full amount, given his success in having the allegations related to Campbellco dismissed. In the circumstances, it is appropriate to discount this amount claimed by the Commission by 50 percent to reflect the Commission's divided success.
[65] We are excluding the third category of costs from our costs order because, for the same reasons expressed in Carnie, there is insufficient evidence for us to conclude that it would be appropriate to divide equally the $14,657.50 between the nine cases.{32} The Commission explains that time and costs associated with this matter between December 2024 and the end of July 2025 are not being claimed and the Commission submits that this has resulted in a substantial discount to the actual costs incurred with respect to this matter. Because the Commission did not track time spent on this matter in the December 2024 to July 2025 timeframe, there is no way in which this "substantial discount" can be quantified. It is certainly not a reason to order Ward to pay the costs in this category.
[66] Accordingly, we will order that Ward pay to the Commission costs of $3,248.13.
[67] For the above reasons we find it is in the public interest to order, and we will order, that:
a. Ward shall resign, within 30 days of the date of the order, any positions he holds as a director or officer of any issuer, pursuant to paragraph 7 of s. 127(1) of the Act;
b. Ward is prohibited from becoming or acting as a director or officer of any issuer for a period of one year from November 4, 2028, the expiry date of the director and officer ban in the November 2022 Order, pursuant to paragraph 8 of s. 127(1) of the Act;
c. Ward shall pay an administrative penalty of $3,000, pursuant to paragraph 9 of s. 127(1) of the Act; and
d. Ward shall pay to the Commission $3,248.13 for costs of the investigation and proceeding, pursuant to s. 127.1 of the Act.
Dated at Toronto this 22nd day of May, 2026
{1} (2022), 45 OSCB 9468; https://www.capitalmarketstribunal.ca/sites/default/files/2022-11/rad_20221104_canada-cannabis_order.pdf
{2} 2022 ONCMT 34
{3} Exhibit 1, Affidavit of Julia Ho, sworn January 16, 2026
{4} Exhibit 2, Affidavit of Paul Baik, sworn January 16, 2026; Exhibit 3, Affidavit of Paul Baik, sworn April 10, 2026
{5} Exhibit 4, Affidavit of Benjamin Ward, sworn March 27, 2026, and Ward -- OSC Affidavit Exhibits (Ward Affidavit)
{6} RSO 1990, c S.5 (Act)
{7} Act, s 1(1) "issuer"
{8} RSO 1990, c B.16 (OBCA)
{9} OBCA, s 1(1) "special resolution"
{10} OBCA, s 168(1)(a) and (5)
{11} OBCA, s 1(1) "corporation", s 2
{12} Ward Affidavit at para 4
{13} RSO 1990, c C.39
{14} OBCA, s 262(3)
{15} Flock v Brennan, 2014 CanLII 1469 (ON LRB) at paras 7-10; see also Joelle Faulkner, a Director of 1625033 Ontario Inc o/a MP Agri Products v Jeremy Fallowfield, 2021 CanLII 7044 at paras 4, 26; Hoang Nam Nguyen a Director of Harmony Hotels Inc operating as The Palmerston v Djamel Bourtal, 2025 CanLII 119166 (ON LRB) at para 41; Raibex Canada Ltd v ASWR Franchising Corp, 2018 ONCA 62 at para 29
{16} Ontario Securities Commission v Ward, 2026 ONCMT 2 (OSC v Ward)
{17} OSC v Ward at paras 3, 22-24
{18} OSC v Ward at para 22
{19} OSC v Ward at paras 20-21
{20} OSC v Ward at paras 20-21
{21} Ontario Securities Commission v Carnie, 2026 ONCMT 6 (Carnie) at paras 20-22
{22} Act, s 1(1); Money Gate Mortgage Investment Corporation (Re), 2021 ONSEC 10 at para 7
{23} Cartaway Resources Corp (Re), 2004 SCC 26 at paras 58-62
{24} Solar Income Fund (Re), 2023 ONCMT 3 at para 7
{25} Belteco Holdings Inc (Re), (1998) 21 OSCB 7743 at 7746; Erikson v Ontario (Securities Commission), 2003 CanLII 2451 (ON SC) at para 58; MCJC Holdings Inc (Re) (2002), 25 OSCB 1133 at 1135
{26} Carnie at paras 26, 29; MOAG Copper Gold Resources Inc (Re), 2020 ONSEC 29 at para 15; Threegold Resources Inc (Re), 2021 ONSEC 30 at para 67; Stinson (Re), 2023 ONCMT 50 at para 18; Da Silva (Re), 2012 ONSEC 32 at paras 8-9; Dennis Wing (Re), 2018 ONSEC 25 at para 1; Re Cadman, 2015 ABASC 836 (Cadman) at para 26
{27} Carnie at para 34
{28} Valentine (Re), 2024 ONCMT 21 (Valentine) at para 41; Dunn (Re), 2023 BCSECCOM 251 (Dunn) at paras 51, 54, 57; Re Malone, 2016 BCSECCOM 334 (Malone) at paras 20-21; Re Jardine, 2016 BCSECCOM 82 (Jardine) at paras 28, 38; Alexander (Re), 2007 BCSECCOM 773 (Alexander) at para 55; Cadman at para 60
{29} Dunn; Malone; Jardine; Alexander; Cadman
{30} Valentine at para 47, 116
{31} Carnie at paras 43-45
{32} Carnie at paras 47(b), 48
Policy Statement 11-206 respecting Process for Cease to be a Reporting Issuer Applications -- The issuer ceases to be a reporting issuer under securities legislation.
Securities Act, CQLR, c. V-1.1, s. 69.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
[Original text in French]
May 12, 2026
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 Autorité des marchés financiers is the principal regulator for this application,
b) the Filer has provided notice that subsection 4C.5(1) of Regulation 11-102 respecting Passport System (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon, the Northwest Territories and Nunavut , and
c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions, Regulation 11-102 and, in Québec, in Regulation 14-501Q on definitions 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 Regulation 51-105 respecting 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 Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and
5. the Filer is not in default of securities legislation in any jurisdiction.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
OSC File #: 2026-200
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of a cease trade order issued by the British Columbia Securities Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure documents -- Ontario opted into the revocation order issued by the British Columbia Securities Commission, as principal regulator.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
Citation: 2026 BCSECCOM 161
¶ 1 Realia Properties Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator of the British Columbia Securities Commission (the Principal Regulator) and Ontario (each a Decision Maker) respectively on May 8, 2023.
¶ 2 The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocation in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.
¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.
¶ 4 Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
¶ 5 Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.
¶ 6 The decision of the Decision Makers under the Legislation is that the FFCTO is revoked as it applies to the Issuer.
¶ 7 May 12, 2026
OSC File #: App2026-80
ASEP Corporation -- s. 1(6) of the OBCA
Applicant deemed to have ceased to be offering its securities to the public under ss. 1(6) of the Business Corporations Act (Ontario).
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).
(subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. the Applicant is currently an "offering corporation" as defined in subsection 1(1) of the OBCA;
2. the registered and head office of the Applicant is located at 3601 HWY 7 E, Suite 1005, Markham, Ontario, L3R 0M3;
3. the Applicant has no intention to seek public financing by way of an offering of securities;
4. on May 13, 2026, the Applicant was granted an order (the Reporting Issuer Order) pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications; and
5. the representations set out in the Reporting Issuer Order continue to be true.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public.
DATED at Toronto on this 21st day of May, 2026.
OSC File #: 2026-140
Policy Statement 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- The Performance Data Relief -- Relief granted from sections 15.3(2), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1) and 15.8(3)(a.1) and 15.1.1 of Regulation 81-102 and items 2 and 4 of Appendix F to permit the 3 mutual funds that has not distributed securities under a simplified prospectus in a jurisdiction for 12 consecutive months to include in their sales communications past performance data relating to a period when the funds' securities were previously distributed to investors on a prospectus-exempt basis and to use their past performance data to calculate their investment risk level in accordance with Appendix F -- with the 3 mutual funds having the same investment objectives and fee structure as for a period when its securities were offered on a prospectus-exempt basis except for one the three fund which will only share past performance data from 2022 as such fund went through major changes in 2022 and which was reporting issuer between 2011 and 2020.
Relief granted from section 2.1 of Regulation 81-101 for the purposes of the relief requested from Form 81-101F1 Contents of Simplified Prospectus and Form 81-101F3 Contents of Fund Facts Document, Item 10(a) of Part B of Form 81-101F1 to permit the 3 funds to use their past performance data for a period when their securities were offered on a prospectus-exempt basis to calculate their investment risk rating in their simplified prospectus, Items 5(1.1), 5(2), 5(3) and 5(4) and Instruction (1) of Part I of Form 81-101F3 Contents of Fund Facts Document to permit the 3 mutual funds to include in their fund facts document past performance data for a period when the funds were offered on a prospectus-exempt basis.
Relief granted from section 4.4 of National Instrument 81-106 for the purposes of the relief requested from Items 4.1(1), 4.1(2), 4.2(1) and 4.3(1) of Part B of Form 81-106F1, and Items 3(1) and 4 of Part C of Form 81-106F1, to permit the 3 mutual funds to include in their annual and interim management reports of fund performance the past performance and financial data relating to a period when the funds were previously offered on a prospectus-exempt basis.
The Alternative Fund Short Sale Relief -- Relief granted from requirement in Regulation 81-102 to permit alternative mutual funds to practice physical short sell up to 100% of net assets in connection with "market neutral" or other short selling strategies -- Regulation 81-102 would allow funds to achieve similar short exposure through derivatives.
The Deposit Concentration Relief -- Relief from sections 6.8(1) and 6.8(2)(c) of Regulation 81-102 exempting an investment fund from margin deposit limits to invest in specified derivatives -- subject to conditions.
The Performance Data Relief Regulation 81-102 Investment Funds, ss. 15.3(2), 15.6(1)(a)(i), 15.6(1)(d), 15.8(2)(a.1), 15.8(3)(a.1), 15.1.1 and 19.1.
Items 2 and 4 of Appendix F of Regulation 81-102 Investment Risk Classification Methodology.
Regulation 81-101 Mutual Fund Prospectus Disclosure, ss. 2.1 and 6.1.
Item 10(a) of Part B of Form 81-101F1 Contents of Simplified Prospectus.
Items 5(1.1), 5(2), 5(3) and 5(4) and Instruction (1) of Part I of Part I of Form 81-101F3 Contents of Fund Facts Document.
Regulation 81-106 Investment Fund Continuous Disclosure, ss. 4.4 and 17.1.
Items 4.1(1), 4.1(2), 4.2(1) and 4.3(1) of Part B and Items 3(1) and 4 of Part C of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance.
The Alternative Fund Short Sale Relief Regulation 81-102 Investment Funds, ss. 2.6.1(1)(c)(v), 2.6.2 and 19.1.
The Deposit Concentration Relief Regulation 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1.
[Original text in French]
SEDAR+ filing No: 06409884
April 30, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application (the Application) from the Filer on behalf of the Funds for a decision under the securities legislation of the Jurisdictions (the Legislation):
(a) revoking and replacing the Previous Decision (as defined below) (the Revocation); and
(b) that exempts the Funds from Subsections 15.3(2), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1) and 15.8(3)(a.1) of Regulation 81-102respecting Investment Funds, CQLR, c. V-1.1, r. 39 (Regulation 81-102) to permit the Funds to include performance data in sales communications notwithstanding that:
a. the performance data will relate to a period prior to the Funds offering their securities under a simplified prospectus; and
b. the Funds have not distributed their securities under a simplified prospectus for 12 consecutive months;
(c) that exempts the Funds from subsection 15.1.1(a) of Regulation 81-102 and Items 2 and 4 of Appendix F -- Investment Risk Classification Methodology to Regulation 81-102 (the Risk Classification Methodology) to permit the Funds to include their past performance data in determining their investment risk level in accordance with the Risk Classification Methodology;
(d) that exempts the Funds from subsection 15.1.1(b) of Regulation 81-102 and Item 4(2)(a) and Instruction (1) of Item 4 of Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3), to permit the Funds to disclose their investment risk level as determined by including their past performance data in accordance with the Risk Classification Methodology;
(e) that exempts the Funds from item 10(a) of Part B of Form 81-101F1 Contents of Simplified Prospectus (Form 81-101F1) to permit the Fund to use its past performance data to calculate its investment risk rating in its simplified prospectus;
(f) that exempts the Funds from Section 2.1 of Regulation 81-101 respecting Mutual Fund Prospectus Disclosure, CQLR, c. V-1.1, r.38 (Regulation 81-101) to meet the requirements from Form 81-101F3 Contents of Fund Facts Document (Form 81-101F3);
(g) that exempts the Funds from Items 5(1.1), 5(2), 5(3) and 5(4) and Instruction (1) of Part I of Form 81-101F3 in respect of the requirement to comply with sections 15.3(2), 15.6(1)(a)(i), 15.6(1)(d)(i), 15.8(2)(a.1) and 15.8(3)(a.1) of Regulation 81-102 to permit the Funds to include in their fund facts the past performance data of the Funds notwithstanding that:
a. such performance data relates to a period prior to the Funds offering their securities under a simplified prospectus; and
b. the Funds have not distributed their securities under a simplified prospectus for 12 consecutive months;
(h) that exempts the Funds from Section 4.4 of Regulation 81-106 respecting Investment Fund Continuous Disclosure, CQLR, c. V-1.1, r. 42 (Regulation 81-106) with respect to the following items in Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance (Form 81-106F1);
(i) that exempts the Funds from Items 4.1(1) (in respect of the requirement to comply with section 15.3(2) of Regulation 81-102), 4.1(2), 4.2(1) and 4.3(1) of Part B of Form 81-106F1, and Items 3(1) and 4 of Part C of Form 81-106F1 to permit the Funds to include, in their annual and interim management reports of fund performance (MRFPs), past performance data and financial highlights of the Funds notwithstanding that such performance data relates to a period prior to the Funds offering their securities under a simplified prospectus.
(paragraphs (b) through (i) collectively, the Performance Data Relief);
(j) that exempts the Nymbus Multistrategy Fund from:
a. Subsection 2.6.1(1)(c)(v) of Regulation 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 alternative mutual fund exceeds 50% of the alternative mutual fund's Net Asset Value (NAV);
b. Subsection 2.6.2 of Regulation 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 alternative mutual fund (the Combined Aggregate Value) would exceed 50% of the Fund's NAV and which requires a Fund, if the Combined Aggregate Value exceeds 50% of the Fund's NAV, as quickly as commercially reasonable, to take all necessary steps to reduce the Combined Aggregate Value to 50% or less of the Fund's NAV.
(paragraphs j(a) and j(b) collectively, the Alternative Fund Short Sale Relief);
(k) that exempts the Nymbus Multistrategy Fund from:
a. Subsection 6.8(1) of Regulation 81-102, which restricts and investment fund from depositing portfolio assets as margin with a member of a regulated clearing agency or a dealer that is a member of a self-regulatory organization that is a participating member of the Canadian Investor Protection Fund for a transaction in Canada involving certain specified derivatives in excess of 10% of the NAV of the investment fund at the time of deposit; and
b. Subsection 6.8(2)(c) of Regulation 81-102, which restricts an investment fund from depositing portfolio assets as margin with a member of a regulated clearing agency or dealer for a transaction outside of Canada involving certain specified derivatives in excess of 10% of the NAV of the investment fund as at the time of deposit;
to permit the Nymbus Multistrategy Fund to deposit as margin portfolio assets of up to 35% of its NAV as at the time of deposit with any one futures commission merchant in Canada or the United States (Dealers and each a Dealer) and up to 70% of its NAV at the time of deposit with all Dealers in the aggregate, for transactions involving standardized futures, clearing corporation options, options on futures or cleared specified derivatives (the Exchange Traded Specified Derivatives) (the Deposit Concentration Relief);
(collectively, the Performance Data Relief, the Alternative Fund Short Sale Relief and the Deposit Concentration Relief, the Exemptions Sought);
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the Autorité des marchés financiers is the principal regulator for this Application,
(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 11-102) is intended to be relied upon by the Filer in the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (collectively with the Jurisdictions, the Jurisdictions of Canada); and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101respecting Definitions, CQLR, c. V-1.1, r. 3 and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. Each Fund is a mutual fund trust established under the laws of Ontario.
2. The Nymbus Sustainable Enhanced Bonds Fund was established on April 21, 2023.
3. The Nymbus Sustainable Enhanced Bonds Fund is not an alternative mutual fund.
4. The Nymbus Multistrategy Fund was established on April 28, 2023.
5. The Nymbus Multistrategy Fund is an alternative mutual fund.
6. The Funds are currently not reporting issuers. Since the inception of the Nymbus Sustainable Enhanced Bonds Fund and the Nymbus Multistrategy Fund, units of these two Fund have only been distributed in the Jurisdictions to investors on a prospectus-exempt basis in accordance with Regulation 45-106respecting Prospectus Exemptions, CQLR, V-1.1, r. 21 (Regulation 45-106).
7. The Filer's head office is in Quebec.
8. The Filer is registered as investment fund manager in Québec, Ontario and Newfoundland and Labrador, and as portfolio manager in the Jurisdictions. The Filer is the investment fund manager and portfolio manager of the Funds.
9. The Filer and the Funds are not in default of the Legislation in any of the Jurisdictions of Canada.
10. In a previous decision (Sedar+#06333868) granted to the Filer dated September 23, 2025 (the Previous Decision), the Filer and the Funds were granted the Exemptions Sought.
11. The Filer requests that the Previous Decision be revoked and replaced with this decision in light of the Filer's decision to exclude the Nymbus Sustainable Enhanced Short-Term Bonds Fund from the scope of the Performance Data Relief granted thereunder.
12. The Filer, in its role as the Funds' investment fund manager, is in the process of creating new classes for each Fund which will be distributed by prospectus and fund facts governed by Regulation 81-101. These new classes will be created approximately on the same date as the final simplified prospectus.
13. The Filer intends to qualify for distribution under a prospectus the new classes as well as some of its existing classes of the Funds (together, the "New Classes").
14. Upon the issuance of a receipt for the final simplified prospectus, each Fund will become a reporting issuer in each of the Jurisdictions and will become subject to the requirements of Regulation 81-102. Each Fund will also become subject to the requirements of Regulation 81-106 that apply only to investment funds that are reporting issuers.
15. Since each Fund commenced its operations, each Fund has complied with the investment restrictions and practices contained in Regulation 81-102, including with respect to the use of leverage in the management of its portfolio.
16. Since the Nymbus Sustainable Enhanced Bonds Fund commenced its operations, it has never implemented a leverage strategy and uses, and has always used, derivatives in compliance with the restrictions set out in sections 2.7, 2.8, 2.9 and 2.9.1 of Regulation 81-102.
17. Since each Fund commenced its operations, each Fund has complied with the obligations to prepare and send audited annual and unaudited interim financial statements to all holders of its securities and to calculate its management expense ratio (MER) in accordance with Regulation 81-106.
18. The Funds will be managed substantially similarly after they become reporting issuers as they were prior to becoming reporting issuers. As a result of the Funds becoming reporting issuers:
a. the Funds' investment objectives will not change, other than to provide additional detail as required by Regulation 81-101;
b. the day-to-day administration of the Funds will not change, other than to comply with the additional regulatory requirements associated with being a reporting issuer; and
c. the management expense ratio and the trading expense ratio of the Funds are not expected to increase significantly or the management expense ratio and the trading expense ratio of the Funds are expected to remain the same.
19. The administrative expenses of the Funds will be higher due to the Funds being subject to the additional regulatory requirements applicable to a reporting issuer, but the Filer does not expect the amount to be material.
20. The Filer proposes to present the past performance data and other financial data of the Nymbus Sustainable Enhanced Bonds Fund and the Nymbus Multistrategy Fund for the period since they each commenced their operations in sales communications, fund facts and MRFPs.
21. The Filer proposes to use the Funds' past performance data to determine the investment risk level of the New Classes, and to disclose that investment risk level in the fund facts and simplified prospectus. When applicable, past performance data has been adjusted to reflect differences in fees between the relevant share classes. Without the Performance Data Relief, the Filer, in determining and disclosing the Funds' investment risk level, cannot use the past performance data of the Funds that relates to a period prior to each Fund becoming a reporting issuer.
22. Without the Performance Data Relief, the sales communications and fund facts pertaining to the Funds cannot include performance data that relates to a period prior to each Fund becoming a reporting issuer.
23. Without the Performance Data Relief:
a. the sales communications pertaining to the Funds would not be permitted to include performance data until the Funds have distributed their securities under a simplified prospectus for 12 consecutive months; and
b. the MRFPs of the Funds cannot include financial highlights and performance data that relates to a period prior to each Fund becoming a reporting issuer.
24. The past performance data and other financial data of the Funds for the time period before the Funds became reporting issuers, including the use of this data to calculate the risk rating of each Fund in its simplified prospectus and fund facts document, is significant and meaningful information that can assist existing and prospective investors in making an informed decision whether to purchase units of the Funds.
25. The Filer submits that the Performance Data Relief is not detrimental to the protection of investors.
26. The investment strategies of the Nymbus Multistrategy Fund will permit the Nymbus Multistrategy Fund to sell securities short, provided that immediately after entering into a short selling transaction, the aggregate value of cash borrowed combined with the aggregate market value of securities sold short by the Nymbus Multistrategy Fund and aggregate notional amount of the Nymbus Multistrategy Fund's specified derivatives positions (other than positions held for hedging purposes, as defined in Regulation 81-102) would not exceed 300% of the NAV of the Nymbus Multistrategy Fund (the Leverage Limit). If the Leverage Limit is exceeded, the Nymbus Multistrategy Fund shall, as quickly as is commercially reasonable, take all necessary steps to reduce the aggregate value of cash borrowed combined with the aggregate market value of securities sold short and the aggregate notional amount of the Nymbus Multistrategy Fund's specified derivatives positions to be within the Leverage Limit, in compliance with section 2.9.1 of Regulation 81-102.
27. A key investment technique to be utilized by the Nymbus Multistrategy Fund includes the tactical use of market-neutral, offsetting, inverse or shorting strategies (the Absolute Return Strategies) requiring the use of short selling in excess of 50% of the NAV of the Nymbus Multistrategy Fund.
28. Absolute Return Strategies are well-recognized for limiting market risk by balancing long and short positions within an investment portfolio with the objective of providing positive returns regardless of whether the broader market rises, falls or is flat. Absolute Return Strategies are designed to have less volatility than the broader market when measured over medium to long term periods. Absolute Return Strategies also provide diversification to investors as returns are intended to be uncorrelated to the performance of the broader market; such strategies are designed to materially diminish any "beta" component from their returns and investment exposures.
29. Absolute Return Strategies include strategies which offset exposure to certain markets or provide inverse exposure to particular sets of securities. It would also fall within the investment strategies of the Nymbus Multistrategy Fund and serve to reduce market risk or keep market risk at a specified level or deliver a specific investment risk-return profile that can be utilized for the purposes of portfolio diversification.
30. In an Absolute Return Strategy, short positions can serve as both a hedge against exposure to a long position, or group of long positions, and also as a source of returns with an offsetting long position or positions. The objective of Absolute Return Strategies is to generate an attractive risk/return profile independent of the direction of broad equity markets.
31. The Nymbus Multistrategy Fund require the flexibility to enter into physical short positions in order to implement Absolute Return Strategies, when doing so is, in the opinion of the Filer, in the best interests of the Nymbus Multistrategy Fund.
32. The Filer is an experienced investment fund manager and portfolio manager that has the ability to effectively utilize Absolute Return Strategies on behalf of the Funds.
33. The investment strategies of the Nymbus Multistrategy Fund permit, or will permit, it to sell securities short provided that, at the time the Nymbus Multistrategy Fund sells a security short (i) the aggregate market value of securities of any one issuer (other than "government securities" as defined in Regulation 81-102) sold short by the Nymbus Multistrategy Fund does not exceed 10% of the NAV of the Nymbus Multistrategy Fund, (ii) the aggregate market value of all securities sold short by the Nymbus Multistrategy Fund does not exceed 100% of its NAV, and (iii) the aggregate value of cash borrowed combined with the aggregate market value of the securities sold short by the Nymbus Multistrategy Fund does not exceed 100% of the Fund's NAV (the Total Short Selling Limit). If the Total Short Selling Limit is exceeded, the Nymbus Multistrategy Fund shall, as quickly as is commercially reasonable, take all necessary steps to reduce the aggregate value of cash borrowed combined with the aggregate market value of securities sold short to be within the Total Short Selling Limit.
34. The simplified prospectus and fund facts of the Nymbus Multistrategy Fund will comply with the requirements of Regulation 81-101 applicable to alternative mutual funds, including cover page text box disclosure in the fund facts to highlight how the Nymbus Multistrategy Fund differs from other mutual funds and emphasize that short selling strategies permitted by the Nymbus Multistrategy Fund are outside the scope of Regulation 81-102 applicable to both mutual funds and alternative mutual funds.
35. The investment strategies of the Nymbus Multistrategy Fund will clearly disclose that short selling strategies of the Nymbus Multistrategy Fund which are outside the scope of Regulation 81-102, including that the aggregate market value of all securities sold short by the Nymbus Multistrategy Fund may exceed 50% of the NAV of the Nymbus Multistrategy Fund. The prospectus will also contain appropriate risk disclosure, alerting investors of any material risks associated with such investment strategies.
36. Subject to the Performance Data Relief, the Filer will determine the risk rating for the Nymbus Multistrategy Fund using the Investment Risk Classification Methodology as set out in Appendix F of Regulation 81-102.
37. The Filer will establish comprehensive risk management policies and/or procedures that address the risks associated with short selling in connection with the implementation of the investment strategy of the Nymbus Multistrategy Fund.
38. The Nymbus Multistrategy Fund will implement the following controls when conducting a short sale:
a. The Nymbus Multistrategy Fund will assume the obligation to return to the borrowing agent the securities borrowed to effect the short sale;
b. The Nymbus Multistrategy Fund will receive cash for the securities sold short within normal trading settlement periods for the market in which the short sale is effected;
c. The Filer will monitor the short positions within the constraints of the Alternative Fund Short Sale Relief at least as frequently as daily;
d. The security interest provided by the Nymbus Multistrategy Fund over any of its assets that is required to enable the Nymbus Multistrategy Fund to effect a short sale transaction is made in accordance with industry practice for that type of transaction and relates only to obligations arising under such short sale transactions;
e. The Filer and the Nymbus Multistrategy Fund will maintain appropriate internal controls regarding short sales, including written policies and procedures for the conduct of short sales, risk management controls and proper books and records; and
f. The Filer and the Nymbus Multistrategy Fund will keep proper books and records of short sales and all assets of the Nymbus Multistrategy Fund deposited with borrowing agents as security.
39. The Nymbus Multistrategy Fund primarily invests in a diverse range of assets, including equities and derivatives instruments such as currency, commodity, index, and bond futures and options; fixed income securities, such as government and corporate bonds, asset-backed securities, commercial paper, and bond funds as well as tactically allocating capital to highly liquid listed futures and options contracts to manage risk exposures. The Nymbus Multistrategy Fund employs a multi-strategy approach, incorporating various uncorrelated long/short strategies, such as event-driven, relative value, directional, and macro strategies. The primary focus is on the Canadian and U.S. markets. By utilizing both systematic and discretionary methodologies, the Nymbus Multistrategy Fund aims to enhance diversification within its investment approach.
40. In order to achieve its investment objective, the Nymbus Multistrategy Fund will invest in standardized futures, clearing corporation options, options on futures or cleared specified derivatives (Exchange Traded Specified Derivatives).
41. Except to the extent that the Alternative Fund Short Sale Relief and the Deposit Concentration Relief are granted, the investment objective and strategy of the Nymbus Multistrategy Fund will be limited to the investment practices permitted under Regulation 81-102 for derivatives.
42. The Filer is or will be authorized to establish, maintain, change and close brokerage accounts on behalf of the Nymbus Multistrategy Fund. In order to facilitate transactions on behalf of the Nymbus Multistrategy Fund, the Filer will establish one or more accounts (each an Account) with one or more Dealers.
43. Each Canadian Dealer is a member of the exchanges, clearing agencies or swap execution facility through which the Exchange Traded Specified Derivatives are primarily traded. Each such exchange, clearing agency and swap execution facility is obliged to apply its surplus funds and the security deposits of its members to reimburse clients of failed members.
44. Where the U.S. Dealers are not members of an exchange over which they wish to effect a trade on behalf of the Nymbus Multistrategy Fund, they must engage a carrying broker who is a member of such exchange to effect the trade. Consequently, whether the trades are done directly by the U.S. Dealer or through a carrying broker, the U.S. Dealer is required to segregate the assets of the Nymbus Multistrategy Fund deposited as Initial Margin from the assets of the U.S. Dealer. The Nymbus Multistrategy Fund shall deposit portfolio assets as Initial Margin with a U.S. Dealer only if that dealer is required to segregate those portfolio assets from its own assets.
45. Each Dealer in Canada is a member of the Canadian Investment Regulatory Organization and is registered in the applicable Jurisdictions as a futures commission merchant or equivalent.
46. Each Dealer in the United States (each a U.S. Dealer) is regulated by the Commodity Futures Trading Commission (the CFTC) and the National Futures Association (the NFA) in the United States and is required to segregate all assets held on behalf of clients, including the Nymbus Multistrategy Fund. Each U.S. Dealer is subject to regulatory audit and must have insurance to guard against employee fraud. Each U.S. Dealer has a net worth, determined from its most recent audited financial statements, in excess of the equivalent of C$50 million. Each U.S. Dealer has an exchange assigned to it as its designated self-regulatory organization (the DSRO). As a member of a DSRO, each U.S. Dealer must meet capital requirements, comply with the conduct rules of the CFTC, NFA and its DSRO, and participate in an arbitration process with a complainant.
47. A Dealer will require, for each Account, that portfolio assets of the Nymbus Multistrategy Fund be deposited with the Dealer as collateral for transactions in Exchange Traded Specified Derivatives (the Initial Margin). Initial Margin represents the minimum initial amount of portfolio assets that must be deposited with a Dealer to initiate trading in specified derivatives transactions or to maintain the Dealer's open position in standardized futures.
48. Levels of Initial Margin are established at a Dealer's discretion. At no time will more than 70% of the NAV of the Nymbus Multistrategy Fund be deposited as Initial Margin with one or more Dealers in the aggregate.
49. The records of each Dealer will show that the Nymbus Multistrategy Fund is the beneficial owner of the Initial Margin, and evidence that, subject to the satisfaction of the Dealer's applicable margin requirements, the Nymbus Multistrategy Fund will have the right to the return of the portfolio assets deposited as Initial Margin with the Dealer, such assets being of the same issue as the deposited margin, including the same class and series, if applicable, and having the same current aggregate market value of the deposited margin at the time of such return.
50. The use of Initial Margin is an essential element of investing in Exchange Traded Specified Derivatives for the Nymbus Multistrategy Fund.
51. The Deposit Concentration Relief would allow the Nymbus Multistrategy Fund to invest in Exchange Traded Specified Derivatives more extensively with any one Dealer, which would allow the Nymbus Multistrategy Fund to pursue its investment strategy more efficiently and flexibly.
52. Opening Accounts and transacting with multiple Dealers adds complexity and cost to the management of the Nymbus Multistrategy Fund. Using fewer Dealers will considerably simplify the Nymbus Multistrategy Fund's investments and operations and will reduce the cost of implementing the Nymbus Multistrategy Fund's strategy. Using fewer Dealers also simplifies compliance and risk management, as monitoring the data, controls and policies of a smaller number of Dealers is less complex.
53. The principal regulator is satisfied that it would not be detrimental to the protection of the investors for the Deposit Concentration Relief to be granted.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that:
1. The Revocation is granted; and
2. The Performance Data Relief is granted, provided that:
a. any sales communication, any fund fact and MRFP that contain performance data of a Fund relating to a period prior to when that Fund was a reporting issuer discloses:
i. that the Fund was not a reporting issuer during such period;
ii. that the expenses of the Fund would have been higher during such period had the Fund been subject to the additional regulatory requirements applicable to a reporting issuer;
iii. to the extent applicable, performance data of the Fund for 1, 3, 5 and 10-year periods;
iv. that the Filer obtained exemptive relief on behalf of the Fund to permit the disclosure of past performance data of the units of the Fund relating to a period prior to when the Fund was a reporting issuer; and
v. with respect to any MRFP, the financial statements of the Fund for such period are posted of the Fund's website and are available to investors upon request;
b. the information contained under the heading "Fund expenses" in the fund facts of the Funds based on the MER of each Fund for the financial year ended December 31, 2024, be accompanied by disclosure that:
i. the information is based on the MER of each Fund for its last completed financial year when its units were offered privately; and
ii. the MER of each Fund may increase as a result of the Fund offering its units under the simplified prospectus;
c. the Prospectus under which the securities of the Funds are offered discloses that the Filer obtained exemptive relief on behalf of the Funds to permit the disclosure of past performance data of the units of the Funds relating to a period prior to when the Funds were reporting issuers;
d. the Filer posts the audited annual financial statements of the Nymbus Sustainable Enhanced Bonds Fund and the Nymbus Multistrategy Fund since they have commenced their operations, on the Funds' website and makes those financial statements available to investors upon request;
3. the Alternative Fund Short Sale Relief is granted, provided that:
a. the aggregate market value of all securities sold short by the Nymbus Multistrategy Fund does not exceed 100% of the Nymbus Multistrategy Fund's NAV;
b. the aggregate market value of securities sold short by the Nymbus Multistrategy Fund combined with the aggregate value of cash borrowing by the Nymbus Multistrategy Fund does not exceed 100% of the Fund's NAV;
c. the Nymbus Multistrategy Fund's aggregate exposure to short selling, cash borrowing and specified derivatives does not exceed the Leverage Limit;
d. the short selling activity otherwise complies with all of the short sale requirements applicable to alternative mutual funds under section 2.6.1 and 2.6.2 of Regulation 81-102;
e. the short selling activity is consistent with the Nymbus Multistrategy Fund's investment objectives and strategies; and
f. the Prospectus under which securities of the Nymbus Multistrategy Fund are offered (i) discloses that the Nymbus Multistrategy Fund can sell securities short up to, and subject to, the limits described in subparagraphs (a) to (e) above; and (ii) describes the material terms of this decision; and
4. the Deposit Concentration Relief is granted, provided that:
a. the Nymbus Multistrategy Fund does not invest in derivatives that are not Exchange Traded Specified Derivatives;
b. the Nymbus Multistrategy Fund only uses Initial Margin such that the amount of Initial Margin held by any one Dealer on behalf of the Nymbus Multistrategy Fund does not exceed 35% of the NAV of the Nymbus Multistrategy Fund, taken at market value as at the time of the deposit; and
c. the Nymbus Multistrategy Fund only uses Initial Margin such that the amount of Initial Margin held by Dealers in aggregate on behalf of the Nymbus Multistrategy Fund does not exceed 70% of the NAV of the Nymbus Multistrategy Fund as at the time of the deposit.
Orogen Royalties Inc. (formerly 1537944 B.C. Ltd.)
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act s. 76 -- Prospectus Requirements -- Exemption from the prospectus requirement (for distributions without a prospectus) -- An issuer is unable to rely on the prospectus exemption in Part 5A of National Instrument 45-106 Prospectus Exemptions and is seeking relief from the prospectus requirement; issuer satisfies the conditions of the exemption except that it has not been a reporting issuer for 12 months; issuer is a new reporting issuer that is the continuation of a previous business that was a reporting issuer for more than 12 months; the new reporting issuer and the previous business have, together, been a reporting issuer for more than 12 months.
Securities Act, 169 -- Confidentiality -- An applicant wants to keep an application and order confidential for a limited amount of time after the order is granted -- The record provides intimate financial, personal or other information; the disclosure of the information before a specific transaction would be detrimental to the person affected; the information will be made available after a specific date.
Securities Act, R.S.B.C. 1996, c. 418, ss. 76 and 169.
Securities Act, R.S.O. 1990, c. S.5, ss. 53(1) and 74(1).
National Instrument 45-106 Prospectus Exemptions, s. 5A.2(a).
Citation: 2026 BCSECCOM 92
December 23, 2025
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the prospectus requirement in connection with the distribution of the common shares of the Filer or units of the Filer consisting of common shares and warrants convertible into common shares, which exemption would have been available to the Filer if it had been a reporting issuer in at least one jurisdiction of Canada for 12 months as described herein.
Furthermore, the Decision Maker has received a request from the Filer for a decision that the application and this decision be kept confidential and not be made public until the earlier of: (a) the date on which the Filer files an offering document and a news release relating to an offering of securities pursuant to the Exemption Sought; (b) the date on which the Filer advises the principal regulator that there is no longer any need for the application and the decision document to remain confidential; and (c) the date that is 90 days after the date of the decision document (the Confidentiality Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Québec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut, and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
¶ 3 This decision is based on the following facts represented by the Filer:
1. the Filer was incorporated on May 1, 2025 as 1537944 B.C. Ltd. under the Business Corporations Act (British Columbia) (the BCBCA) and was incorporated for the purpose of completing the Separation (as defined below);
2. the Filer's head office is located in Vancouver, British Columbia;
3. the Filer's financial year end is December 31;
4. the Filer is a reporting issuer in each of the provinces of British Columbia, Alberta, Ontario and Saskatchewan;
5. prior to the Separation, the Filer had no assets or liabilities, had conducted no operations and did not issue any shares in its capital stock, aside from the incorporation share;
6. the Filer's authorized capital consists of an unlimited number of common shares (the Common Shares);
7. as at November 20, 2025, the Filer had 59,359,932 Common Shares issued and outstanding;
8. the Common Shares are listed for trading on the TSX Venture Exchange (the Exchange) under the symbol OGN and are quoted on the OTCQB Venture Market (the OTCQB) under the symbol OGNNF;
9. the Filer is not in default of securities legislation in any jurisdiction of Canada;
10. on July 9, 2025 (the Effective Date), the formerly named Orogen Royalties Inc. (renamed Triple Flag Nevada Inc. following completion of the Separation) (Old Orogen, pre-Separation, and Triple Flag Nevada, post-Separation), the Filer and Triple Flag Precious Metals Corp. (Triple Flag) completed a sale of Old Orogen's 1.0% net smelter return royalty on the Arthur Gold project and certain associated assets and liabilities (the Excluded Asset) to Triple Flag, effected by way of a statutory plan of arrangement under Division 5 of Part 9 of the BCBCA, whereby:
(a) all of the assets and liabilities of Old Orogen other than the Excluded Asset (the Spin-Out Business), were transferred to the Filer (the Separation);
(b) Triple Flag acquired all of the common shares of Old Orogen;
(c) shareholders of Old Orogen received Common Shares as well as common shares of Triple Flag and/or cash from Triple Flag as consideration therefor; and
(d) the Common Shares were listed on the Exchange and quoted on the OTCQB and the Filer became a reporting issuer in each of the provinces of British Columbia, Alberta, Ontario and Saskatchewan;
11. the purpose of the Separation was to facilitate the sale of the Excluded Asset to Triple Flag and the Separation was intentionally structured as a plan of arrangement under the BCBCA rather than a simple asset sale by Old Orogen in order to facilitate tax efficiencies to the Filer;
12. as part of the Separation, the Filer remains responsible for all prior continuous disclosure of Old Orogen and has indemnified Triple Flag Nevada for any and all liability arising from the continuous disclosure record of Old Orogen;
13. the Separation was effected by way of a plan of arrangement under the BCBCA and approved by shareholders of Old Orogen at an annual general and special meeting of such shareholders held on June 27, 2025 (the Meeting), and the final order of the Supreme Court of British Columbia with respect to the Separation was received on July 2, 2025;
14. in connection with the Meeting and in accordance with National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), Old Orogen prepared and mailed a management information circular dated May 28, 2025 (the Circular) to its shareholders and a copy of the Circular was filed on Old Orogen's issuer profile on SEDAR+ on May 29, 2025;
15. the Circular provided full, true and plain disclosure of all material facts related to the Filer and the Spin-Out Business, which themselves have been the subject of continuous disclosure on an ongoing basis in accordance with Old Orogen's obligations as a reporting issuer pursuant to applicable securities legislation prior to the Separation;
16. the Circular included (i) all of the financial statements required to be included therein pursuant to section 14.2 of Form 51-102F5 Information Circular and, by extension, Form 41-101F1 Information required in a Prospectus, and (ii) the information that would have otherwise been required to be included in a current Form 51-102F2 Annual Information Form filed by an issuer who owned the Spin-Out Business as at, and for the year ended, December 31, 2024, and, in particular, included the following relevant financial and other disclosure of the Filer:
(a) audited financial statements of the Filer as at the date of incorporation on May 1, 2025;
(b) management's discussion and analysis of the Filer as at the date of incorporation on May 1, 2025;
(c) unaudited pro-forma consolidated financial statements of the Filer for the year ended December 31, 2024; and
(d) narrative description of the Filer and its business, contained in Appendix F -- Information Concerning SpinCo of the Circular;
17. following the Effective Date, as at September 19, 2025 (the Cease Date), Old Orogen ceased to be a reporting issuer pursuant to an order of the Principal Regulator;
18. immediately prior to the Cease Date, Old Orogen had been a reporting issuer in at least one jurisdiction of Canada since 2011 and had been subject to all continuous disclosure obligations pursuant to applicable securities legislation;
19. following the Effective Date, the Spin-Out Business formed the primary business of the Filer and is the only business that the Filer carries on and has carried on since incorporation;
20. since becoming a reporting issuer on the Effective Date upon the completion of the Separation, the Filer has filed:
(a) a press release dated July 11, 2025 announcing the listing of the Filer on the Exchange;
(b) a Notice of Change in Corporate Structure dated August 25, 2025 of the Filer in connection with the completion of the Separation;
(c) a contribution agreement dated July 8, 2025 among Old Orogen and its subsidiaries, the Filer and its subsidiaries and Triple Flag with respect to the Separation;
(d) unaudited carve-out condensed interim financial statements for the six-month periods ended June 30, 2025 and 2024;
(e) management's discussion and analysis for six-month period ended June 30, 2025 of the Filer;
(f) unaudited interim financial statements for the period from incorporation on May 1, 2025 to June 30, 2025 of the Filer;
(g) all other periodic and timely disclosure documents that it is required to have filed pursuant to applicable securities legislation, any order issued by applicable Canadian regulators or securities regulatory authorities and any undertaking to applicable Canadian regulators or securities regulatory authorities; and
(h) the Circular;
21. the Filer is a venture issuer under NI 51-102 and is not qualified to file a prospectus in the form of a short form prospectus in accordance with National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101);
22. prior to the Separation, Old Orogen was also a venture issuer under NI 51-102 and was not qualified to file a prospectus in the form of a short form prospectus in accordance with NI 44-101; and
23. except for not meeting the 12 months reporting requirement in section 5A.2(a) of National Instrument 45-106 Prospectus Exemptions (NI 45-106), the Filer otherwise is able to satisfy the conditions for the exemption in Part 5A of NI 45-106.
¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
(a) the Filer complies with all applicable conditions and requirements of Part 5A of NI 45-106, as varied by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, other than the requirement in section 5A.2(a) of NI 45-106;
(b) the Filer includes in the completed Form 45-106F19 Listed Issuer Financing Document (Offering Document):
(i) in item 5 of Part 2 of the Offering Document, a description of the Separation, including an explanation of the impact of removing the Excluded Asset from the disclosure of Old Orogen, and a statement confirming that the Filer remains responsible for any and all liability arising from the continuous disclosure record of Old Orogen, and
(ii) in item 15 of Part 7 of the Offering Document, reference to any documents filed by both the Filer and Old Orogen under Canadian securities legislation on or after the date that is the earlier of the date that is 12 months before the date of the Offering Document and the date that the Filer's most recent audited financial statements were filed;
(c) the Offering Document and, if applicable, any subscription agreement provide a purchaser of securities offered by the Offering Document with a contractual right of action against the Filer for rescission or damages that
(i) is available to the purchaser if a document or a core document each as defined in section 140.1 of the Securities Act (British Columbia), or the Offering Document, contains a misrepresentation on the date the purchaser agrees to purchase the security, without regard to whether the purchaser relied on the misrepresentation,
(ii) is enforceable by the purchaser delivering a notice to the Filer (A) in the case of an action for rescission, within 180 days after the purchaser agrees to purchase the security, (B) or in the case of an action for damages, before the earlier of 180 days after the purchaser first has knowledge of the facts giving rise to the cause of action, or 3 years after the date the purchaser agrees to purchase the security,
(iii) is subject to the defence that the purchaser had knowledge of the misrepresentation,
(iv) in the case of an action for damages, provides that the amount recoverable must not exceed the price at which the security was offered, and does not include all or any part of the damages that the Filer proves does not represent the depreciation in value of the security resulting from the misrepresentation, and
(v) is in addition to, and does not detract from, any other right of the purchaser; and
(d) the Exemption Sought terminates on July 9, 2026.
The decision of the principal regulator is that the Confidentiality Sought is granted.
OSC File #: 2025-0694
Global X Investments Canada Inc. et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted from paragraphs 2.5(2)(a), (a.1) and (c) of National Instrument 81-102 Investment Funds to allow corporate class exchange-traded funds to purchase additional units of private investment trusts that are not reporting issuers in a Canadian jurisdiction or subject to NI 81-102 -- Mutual fund corporation is the sole unitholder of each private investment trust -- Private investment trusts are redeemable at NAV by the corporate class exchange-traded funds daily on demand -- Relief requested in connection with implementation of a proposed structure intended to utilize tax loss carry forwards of the private investment trusts for the benefit of the shareholders of the corporate class exchange-traded funds -- Proposed structure includes separate classes referable to separate portfolios of assets, including a Money Market Class holding cash and cash equivalents and an Existing Class holding a Promissory Note created during a prior reorganization -- Relief revokes and replaces prior relief -- Relief subject to conditions.
National Instrument 81-102 Investment Funds, ss. 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c) and 19.1.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
May 21, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the ETFs, for a decision under the securities legislation of the Jurisdiction (the Legislation) revoking and replacing a previous decision granted to the Filer on October 15, 2025 (the Previous Decision) and granting an exemption to the ETFs from the following provisions of National Instrument 81-102 Investment Funds (NI 81-102):
i. paragraph 2.5(2)(a) (in respect of each Global X ETF that is a mutual fund, other than an alternative mutual fund) and paragraph 2.5(2)(a.1) (in respect of each Global X ETF that is an alternative mutual fund) of NI 81-102 to purchase and/or hold securities of one or more private investment trusts (each, a Global X Private Trust) identified in Appendix "A" hereto even though the Global X Private Trusts are not subject to NI 81-102; and
ii. paragraph 2.5(2)(c) to permit each Global X ETF to purchase and hold securities of one or more Global X Private Trusts even though the Global X Private Trusts are not reporting issuers in any Canadian Jurisdiction
(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 Canadian Jurisdictions).
Terms defined in National Instrument 14-101 Definitions (NI 14-101), 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 existing under the laws of Canada with its head office located in Toronto, Ontario. The Filer is a wholly-owned subsidiary of Mirae Asset Global Investments Co., Ltd.
2. The Filer is registered as a portfolio manager in Alberta, British Columbia, Ontario and Québec, an exempt market dealer in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec and Saskatchewan, a commodity trading manager and a commodity trading adviser in Ontario and an investment fund manager in each of Ontario, Québec and Newfoundland and Labrador.
3. The Filer or an affiliate or associate of the Filer acts, or will act, as manager of each Global X ETF. The Filer is the manager, trustee and portfolio manager of each Global X Private Trust.
4. The Filer's primary business is to act as manager and investment manager for the Global X ETFs and other exchange traded funds in Canada.
5. The Filer is not in default of securities legislation in any of the Canadian Jurisdictions.
The Global X ETFs
6. Each Global X ETF is, or will be, an exchange traded mutual fund or alternative mutual fund structured as a separate class of shares of Global X Canada ETF Corp. (formerly Horizons ETF Corp.), a corporation established under the federal laws of Canada and a mutual fund corporation for the purposes of the Income Tax Act (Global X MFC).
7. Each existing Global X ETF currently consists of a single series of a class of exchange traded fund shares of Global X MFC. Each Global X ETF is, or will be, a separate investment fund having specific investment objectives and is specifically referable to a separate portfolio of investments.
8. Securities of the Global X ETFs are, or will be, distributed in each of the Canadian Jurisdictions under long form prospectuses and ETF facts documents prepared in accordance with the requirements of NI 41-101 General Prospectus Requirements (NI 41-101), Form 41-101F2 Information Required in an Investment Fund Prospectus (Form 41-101F2) and NI 81-102, as applicable, and subject to any exemptions obtained therefrom.
9. Each Global X ETF is, or will be, an investment fund organized and governed by the laws of Canada or a Canadian Jurisdiction.
10. Each Global X ETF is, or will be, a reporting issuer under the applicable securities legislation in one or more Canadian Jurisdictions.
11. Each Global X ETF is, or will be, subject to, among other laws and regulations, NI 81-102, National Instrument 81-106 Investment Fund Continuous Disclosure, National Instrument 81-107 Independent Review Committee for Investment Funds and any exemptions therefrom that have been, or may in the future be, granted by the securities regulatory authorities.
12. Each existing Global X ETF is not in default of applicable securities legislation in any Canadian Jurisdiction.
The Reorganization
13. On November 27, 2019 and November 29, 2019, the Filer announced the reorganization of an aggregate forty-four exchange traded funds into Global X MFC, a single multi-class corporate class structure managed by the Filer (the Reorganization). As a result of the Reorganization, these exchange traded funds structured as trusts were delisted, and became trusts solely held by Global X MFC (on behalf of the corresponding Global X ETF and its shareholders).
14. To implement the Reorganization, substantially all of the assets of each Global X Private Trust were distributed to Global X MFC for the benefit of a corresponding Global X ETF, as return of capital or partly as a return of capital and partly for consideration consisting of a promissory note (the Promissory Note) issued by Global X MFC to the Global X Private Trust, or the assets were left in the Global X Private Trust for the benefit of the corresponding Global X ETF.
15. Pursuant to a decision of the OSC approving the Reorganization under paragraph 5.5(1)(b) of NI 81-102 on February 25, 2020, the OSC approved the continued existence of the Global X Private Trusts following the Reorganization, in part, because leaving the Global X Private Trusts in place was represented by the Filer to be necessary to defer the unnecessary realization of taxable income or gains that might otherwise occur on a wind-up of such Global X Private Trusts, and/or it would otherwise be beneficial to the shareholders of the Global X ETFs not to wind them up.
16. As a result of the Reorganization, the Global X Private Trusts ceased to offer units to the public, holders of units of the Filer's exchange traded funds structured as trusts became holders of shares of the corresponding Global X ETFs, and Global X MFC (on behalf of the applicable corresponding Global X ETFs) became the sole unitholder of each Global X Private Trust.
The Global X Private Trusts
17. Each Global X Private Trust is an investment trust established under the laws of Ontario.
18. Global X MFC (on behalf of the corresponding Global X ETF) is the sole unitholder of each Global X Private Trust.
19. The Global X Private Trusts do not carry on any active business.
20. Although units of the Global X Private Trusts are not listed or quoted on any public exchange or market, units of the Global X Private Trusts continue to be liquid as they are redeemable daily on demand by the Global X ETFs.
21. Units of the Global X Private Trusts are only available for purchase or issuance to Global X MFC on behalf of the Global X ETFs.
22. Each Global X Private Trusts is not a reporting issuer in a Canadian Jurisdiction.
23. The Global X Private Trusts are not in default of applicable securities legislation in any of the Canadian Jurisdictions.
Proposed Structure
24. Global X ETFs that are alternative mutual funds hold, amongst other investments, cash and cash equivalents for the purpose of securing obligations under certain derivatives transactions with its derivatives counterparties. Global X ETFs that are mutual funds (other than alternative mutual funds) hold, amongst other investments, cash and cash equivalents as "cash cover" for certain derivatives transactions in accordance with section 2.8 of NI 81-102.
25. In order to utilize the tax loss carryforwards of certain of the Global X Private Trusts, the Filer proposes to subscribe for additional units of a newly established class of units (the Money Market Class) of certain of the Global X Private Trusts and satisfy the subscription price for such units with cash and cash equivalents (the Proposed Structure).
26. The tax loss carryforwards in the applicable Global X Private Trusts can then be used to offset any income earned on the holdings of the Global X Private Trusts, which is expected to have a material tax benefit for the shareholders of the Global X ETFs on an ongoing basis until the available losses are fully utilized.
27. The amended and restated master declaration of trust that includes the Global X Private Trusts will be amended (the Amended Declaration of Trust) to provide that the cash and cash equivalents used to subscribe for Money Market Class units of a Global X Private Trust will be referable only to the Money Market Class units of the Global X Private Trust.
28. Additionally, the Amended Declaration of Trust will provide that the Promissory Note that is currently held by such Global X Private Trust will be referable only to the class of units outstanding of the Global X Private Trust prior to the creation of the Money Market Class (the Existing Class).
29. As a result, the Existing Class and the Money Market Class of each such Global X Private Trust will each be referable to a separate portfolio of assets. Section 1.3(1) of NI 81-102 provides that each section, part, class or series of a class of securities of an investment fund that is referable to a separate portfolio of assets is considered to be a separate investment fund for purposes of NI 81-102. Accordingly, for the purposes of interpreting NI 81-102, the Money Market Class of a Global X Private Trust will be considered a separate investment fund.
30. To the extent a Global X ETF engages in transactions that require such Global X ETF to hold cash cover in accordance with the requirements of section 2.8 of NI 81-102 following the implementation of the Proposed Structure, the units of the Money Market Class can be considered cash cover for the purposes of the definition thereof in section 1.1 of NI 81-102 to the extent such units are considered to be securities of a "money market fund". Provided that the assets referable to the Money Market Class conform to those of a "money market fund" set out under section 2.18 of NI 81-102, the units of the Money Market Class can be considered to be securities of a money market fund under NI 81-102. Accordingly, the units of the Money Market Class of a Global X Private Trust can be held by a Global X ETF as cash cover to allow the Global X ETF to continue to satisfy any cash cover obligations under section 2.8 of NI 81-102.
31. Absent the Fund of Fund Restriction Relief, a Global X ETF would be prohibited from purchasing and/or holding securities of one or more Global X Private Trusts under paragraph 2.5(2)(a) of NI 81-102 (in respect of each Global X ETF that is a mutual fund, other than an alternative mutual fund), paragraph 2.5(2)(a.1) (in respect of each Global X ETF that is an alternative mutual fund) and under paragraph 2.5(2)(c) of NI 81-102 (in respect of each Global X Private Trust), since the Global X Private Trusts are not subject to NI 81-102 and the Global X Private Trusts are not reporting issuers.
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:
i. the investment by the Global X ETFs in securities of the Global X Private Trusts is in accordance with the investment objectives of the Global X ETFs;
ii. the Global X Private Trusts only issue new securities to the Global X ETFs;
iii. the investment of the Global X ETFs in securities of one or more Global X Private Trust otherwise complies with section 2.5 of NI 81-102, with the exception of paragraphs 2.5(2)(a), 2.5(2)(a.1) and 2.5(2)(c) of NI 81-102;
iv. the Global X Private Trusts remain in compliance with NI 81-102, with the exception of Part 12 -- Compliance Reports;
v. the Global X Private Trusts hold only cash and cash equivalents and/or the Promissory Note;
vi. the Global X Private Trusts are redeemable daily on demand by the Global X ETFs;
vii. units of the Global X Private Trusts will be issued to and redeemed by the Global X ETFs at NAV, in accordance with subsections 9.3(1) and 10.3(1) of NI 81-102;
viii. the prospectus of each Global X ETF discloses, or will disclose at the time of its next renewal, the fact that the Global X ETF has obtained the Exemption Sought to permit the relevant transactions on the terms described in this decision.
Application File #: App2026-210
SEDAR+ Filing #: 06429741
BetaPro Canadian Gold Miners -2x Daily Bear ETF
BetaPro Canadian Gold Miners 2x Daily Bull ETF
BetaPro Crude Oil -2x Daily Bear ETF
BetaPro Crude Oil 2x Daily Bull ETF
BetaPro Gold Bullion -2x Daily Bear ETF
BetaPro Gold Bullion 2x Daily Bull ETF
BetaPro Marijuana Companies 2x Daily Bull ETF
BetaPro Marijuana Companies Inverse ETF
BetaPro NASDAQ-100® -2x Daily Bear ETF
BetaPro NASDAQ-100® 2x Daily Bull ETF
BetaPro Natural Gas -2x Daily Bear ETF
BetaPro Natural Gas 2x Daily Bull ETF
BetaPro S&P 500 VIX Short-Term Futures(tm) ETF
BetaPro S&P 500® -2x Daily Bear ETF
BetaPro S&P 500® 2x Daily Bull ETF
BetaPro S&P 500® Daily Inverse ETF
BetaPro S&P/TSX 60(tm) -2x Daily Bear ETF
BetaPro S&P/TSX 60(tm) 2x Daily Bull ETF
BetaPro S&P/TSX 60(tm) Daily Inverse ETF
BetaPro S&P/TSX Capped Energy(tm) -2x Daily Bear ETF
BetaPro S&P/TSX Capped Energy(tm) 2x Daily Bull ETF
BetaPro S&P/TSX Capped Financials(tm) -2x Daily Bear ETF
BetaPro S&P/TSX Capped Financials(tm) 2x Daily Bull ETF
BetaPro Silver -2x Daily Bear ETF
BetaPro Silver 2x Daily Bull ETF
Horizons Cdn High Dividend Index ETF
Horizons Cdn Select Universe Bond ETF
Horizons Crude Oil ETF
Horizons Equal Weight Canada Banks Index ETF
Horizons Equal Weight Canada REIT Index ETF
Horizons Europe 50 Index ETF
Horizons Gold ETF
Horizons Intl Developed Markets Equity Index ETF
Horizons Laddered Canadian Preferred Share Index ETF
Horizons NASDAQ-100® Index ETF
Horizons Natural Gas ETF
Horizons S&P 500 CAD Hedged Index ETF
Horizons S&P 500® Index ETF
Horizons S&P/TSX 60(tm) Index ETF
Horizons S&P/TSX Capped Energy Index ETF
Horizons S&P/TSX Capped Financials Index ETF
Horizons Silver ETF
Horizons US 7-10 Year Treasury Bond ETF
HarbourVest Partners (Canada) Limited
Pursuant to National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from the prohibition on the use of corporate officer titles by certain registered individuals in respect of institutional clients -- Relief does not extend to interactions by registered individuals with retail clients.
Multilateral Instrument 11-102 Passport System, s. 4.7(1).
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.18(2)(b) and 15.1(2).
May 21, 2026
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) that pursuant to section 15.1 of National Instrument 31-103 $i:Registration Requirements, Exemptions and Ongoing Registrant Obligations$ei: (NI 31-103), the Filer and its Registered Individuals (as defined below) are exempt from the prohibition in paragraph 13.18(2)(b) of NI 31-103 that a registered individual may not use a corporate officer title when interacting with clients, unless the individual has been appointed to that corporate office by their sponsoring firm pursuant to applicable corporate law, in respect of Institutional Clients (as defined below) (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 $i:Passport System$ei: (MI 11-102) is intended to be relied upon by the Filer and its Registered Individuals (as defined below) in each of the other provinces of Canada (together with the Jurisdiction, the Jurisdictions) in respect of the Exemption Sought.
Terms defined in MI 11-102 and National Instrument 14-101 $i:Definitions$ei: have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation formed under the laws of Ontario and has its registered head office in Toronto, Ontario.
2. The Filer is registered in the Jurisdictions in the category of exempt market dealer and portfolio manager.
3. The Filer is part of the HarbourVest group of companies and has several affiliates around the globe. The Filer and the other HarbourVest affiliates manage capital on behalf of institutional investors. As of December 2025, HarbourVest oversees more than $150 billion in assets under management.
4. Other than with respect to the subject matter of this decision, the Filer is not in default of securities legislation in any of the Jurisdictions.
5. The Filer is the sponsoring firm for registered individuals that interact with clients and use a corporate officer title without being appointed to the corporate office of the Filer pursuant to applicable corporate law or equivalent partnership law (the Registered Individuals). The number of Registered Individuals may increase or decrease from time to time as the business of the Filer changes. As of the date of this decision, the Filer has approximately 6 Registered Individuals.
6. The current titles used by the Registered Individuals include the words "Managing Director", "Principal", and "Vice President", and the Registered Individuals may use additional corporate officer titles in the future (collectively, the Titles). The Titles used by the Registered Individuals are consistent with the titles used by other employees of the HarbourVest and its affiliates who conduct business outside of Canada.
7. The Filer has a process in place for awarding the Titles, which sets out the criteria for each of the Titles. The Titles are based on criteria including seniority and experience, and a Registered Individual's sales activity or revenue generation is not a primary factor in the decision by the Filer to award one of the Titles.
8. The Registered Individuals interact only or primarily with institutional clients that are, each, a non-individual "permitted client", as defined in subsection 1.1 of NI 31-103 (the Institutional Clients).
9. To the extent a Registered Individual interacts with clients that are not Institutional Clients (the Retail Clients), the Filer has policies, procedures and controls in place to ensure that such Registered Individual will only use a Title when interacting with Institutional Clients, and will not use a Title in any interaction with Retail Clients, including in any communications, such as written and verbal communications, that are directed at, or may be received by, Retail Clients.
10. The Filer will not grant any registered individual that interacts primarily with Retail Clients, nor will such registered individual be permitted by the Filer to use, a corporate officer title other than in compliance with paragraph 13.18(2)(b) of NI 31-103.
11. Section 13.18 of NI 31-103 prohibits registered individuals in their client-facing relationships from, among other things, using titles or designations that could reasonably be expected to deceive or mislead existing and prospective clients. Paragraph 13.18(2)(b) of NI 31-103 specifically prohibits the use of corporate officer titles by registered individuals who interact with clients unless the individuals have been appointed to those corporate offices by their sponsoring firms pursuant to applicable corporate law.
12. There would be significant operational and human resources challenges for the Filer to comply with the prohibition in paragraph 13.18(2)(b). In addition, the Titles are widely used and recognized throughout the institutional segment of the financial services industry within Canada and globally, and being unable to use the Titles has the potential to put the Filer and its Registered Individuals at a competitive disadvantage as compared to non-Canadian firms that are not subject to the prohibition and who compete for the same institutional clients.
13. Given their nature and sophistication, the use of the Titles by the Registered Individuals would not be expected to deceive or mislead existing and prospective Institutional Clients.
14. For the reasons provided above, it would not be prejudicial to the public interest to grant the Exemption Sought.
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, when using the Titles, the Filer and its Registered Individuals interact only with existing and prospective clients that are exclusively non-individual "permitted clients" as defined in NI 31-103.
This decision will terminate six months, or such other transition period as may be provided by law, after the coming into force of any amendment to NI 31-103 or other applicable securities law that affects the ability of the Registered Individuals to use the Titles in the circumstances described in this decision.
Caribbean Utilities Company, Ltd. et al.
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107), s. 5.1 -- the Filers are granted relief from the requirements under section 3.2 of NI 52-107 that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises in order to permit the Filers to prepare their financial statements in accordance with U.S. GAAP.
National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1.
The principal regulator in the Jurisdiction (the Principal Regulator) has received an application (the Application) from the Ontario Filers for a decision under the securities legislation of the Jurisdiction (the Legislation) for an exemption (the Exemption Sought) from the requirements of section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that the financial statements of the Ontario Filers (a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises and (b) disclose an unreserved statement of compliance with IFRS in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report.
The Exemption Sought is filed in connection with other applications for exemptive relief on the same terms filed with the British Columbia Securities Commission, as the principal regulator of FortisBC Energy Inc. and FortisBC Inc. The Ontario Filers, together with FortisBC Energy Inc. and FortisBC Inc., are referred to collectively as the Filers. The Exemption Sought is similar to: (i) the exemption granted by the British Columbia Securities Commission and the Ontario Securities Commission (OSC) to FortisBC Energy Inc. and FortisBC Inc. on May 31, 2022 in Re: FortisBC Energy Inc. and FortisBC Inc. (the B.C. U.S. GAAP Relief), (ii) the exemption granted by the Alberta Securities Commission and the OSC on May 31, 2022 in Re: FortisAlberta Inc. (the Alberta U.S. GAAP Relief), and (iii) the exemption granted by the OSC to Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. on May 31, 2022 in Re: Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. (the Ontario U.S. GAAP Relief, and together with the B.C. U.S. GAAP Relief and the Alberta U.S. GAAP Relief, the U.S. GAAP Relief).
The Ontario U.S. GAAP Relief will be revoked by the granting of the Exemption Sought under the Application.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the OSC is the Principal Regulator for this application;
(b) the Ontario Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon by them in each of British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions); and
(c) the decision is the decision of the Principal Regulator and automatically results in an equivalent decision in the Passport Jurisdictions.
In this decision:
(a) unless otherwise defined herein, terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 52-107 have the same meaning; and
(b) "rate-regulated activities" has the meaning ascribed thereto in the Chartered Professional Accountants of Canada Handbook (Handbook).
This decision is based on the following facts represented by the Ontario Filers:
Fortis
1. Fortis Inc. (Fortis) is a leader in the North American regulated electric and gas utility industry.
2. Fortis is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction in Canada.
3. Fortis is a registrant with the Securities and Exchange Commission subject to the United States Securities Exchange Act of 1934, as amended.
4. Fortis is a SEC issuer and relies on section 3.7 of NI 52-107 to file its financial statements prepared in accordance with U.S. GAAP.
Caribbean Utilities Company, Ltd.
5. Caribbean Utilities Company, Ltd. (CUC) is an integrated electric utility incorporated under the laws of the Cayman Islands. The head office of CUC is located in Grand Cayman, Cayman Islands.
6. CUC is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction in Canada.
FortisAlberta Inc.
7. FortisAlberta Inc. (FortisAlberta) is an electricity distribution company incorporated under the laws of Alberta. The head office of FortisAlberta is located in Calgary, Alberta.
8. FortisAlberta is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction in Canada.
Newfoundland Power Inc.
9. Newfoundland Power Inc. (Newfoundland Power) is an integrated electric utility incorporated under the laws of Newfoundland and Labrador. The head office of Newfoundland Power is located in St. John's, Newfoundland and Labrador.
10. Newfoundland Power is a reporting issuer or equivalent in the Jurisdiction and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction in Canada.
General
11. Each of the Ontario Filers is a subsidiary of Fortis and the financial results of each such subsidiary are reflected in the consolidated financial statements prepared and filed by Fortis.
12. Each of the Ontario Filers currently prepares and files its financial statements for annual and interim periods in accordance with U.S. GAAP, in reliance on the U.S. GAAP Relief, and commenced reporting pursuant to U.S. GAAP on January 1, 2012.
13. Each of the Ontario Filers has rate-regulated activities.
14. None of the Ontario Filers are currently SEC issuers.
15. Were any of the Ontario Filers SEC issuers, they would be permitted by section 3.7 of NI 52-107 to file their financial statements prepared in accordance with U.S. GAAP.
16. The U.S. GAAP Relief provided that it would cease to apply to the Ontario Filers on the earliest of: (a) January 1, 2027; (b) if such Ontario Filer ceases to have rate-regulated activities, the first day of the Ontario Filer's financial year that commences after the Ontario Filer ceases to have rate-regulated activities; and (c) the first day of such Ontario Filer's financial year that commences on or following the later of: (i) the effective date prescribed by the International Accounting Standards Board (IASB) for a standard within IFRS for entities with rate-regulated activities (the Mandatory Rate-regulated Standard), and (ii) two years after the IASB publishes the final version of a Mandatory Rate-regulated Standard. Accordingly, in the absence of further relief provided by Canadian securities regulators, the Ontario Filers would become subject to Canadian GAAP no later than January 1, 2027. Canadian GAAP includes IFRS as incorporated into the Handbook.
17. The issuance by the IASB of a standard within IFRS for entities with rate-regulated activities (a Mandatory Rate-regulated Standard) would result in the expiry of the U.S. GAAP Relief, giving rise to the obligation of the Ontario Filers to commence financial statement preparation and reporting in accordance with IFRS pursuant to NI 52-107.
18. In January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities, applicable to entities with rate-regulated activities. In July 2024, the IASB concluded its re-deliberations and confirmed readiness to move forward with the Mandatory Rate-regulated Standard to supersede IFRS 14. In October 2025, the IASB published an update on the review and comment process on the proposed standard, including the staff analysis and recommendations on certain issues, and indicated that the drafting and balloting process was continuing.
19. The IASB has publicly stated that it expects to publish the new standard in the second quarter of 2026, although the effective date (now expected to be January 1, 2029) has not been confirmed. The Ontario Filers will require sufficient time to: (a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and (b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.
The Principal Regulator is satisfied that the decision meets the test set out in the Legislation for the Principal Regulator to make the decision.
20. The decision of the Principal Regulator under the Legislation is that:
(a) the Ontario U.S. GAAP Relief is revoked;
(b) the Exemption Sought is granted to each Ontario Filer in respect of such Ontario Filer's financial statements required to be filed on or after the date of this order, provided that the Ontario Filer prepares such financial statements in accordance with U.S. GAAP; and
(c) the Exemption Sought will terminate in respect of an Ontario Filer on the earliest of the following:
(i) January 1, 2032;
(ii) if such Ontario Filer ceases to have rate-regulated activities, the first day of the Ontario Filer's financial year that commences after the Ontario Filer ceases to have rate-regulated activities; and
(iii) the first day of such Ontario Filer's financial year that commences on or following the later of:
(A) the effective date prescribed by the IASB for a Mandatory Rate-regulated Standard; and
(B) four years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.
DATED this 22nd day of May 2026.
OSC File #: 2026-128
FortisBC Energy Inc. and FortisBC Inc.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- An issuer that is not an "SEC issuer" wants to file financial statements prepared in accordance with U.S. GAAP; the filer has "activities subject to rate regulation"; relief granted from the requirements under section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises; the filer will prepare financial statements and will provide information for comparative periods in these financial statements in accordance with U.S. GAAP; the relief is temporary and will terminate in the circumstances set out in the conditions of the order.
Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107), s. 5.1 -- the Filers are granted relief from the requirements under section 3.2 of NI 52-107 that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises in order to permit the Filers to prepare their financial statements in accordance with U.S. GAAP.
National Instrument 52-107 Acceptable Accounting Principles and Auditing Standard, ss. 3.2 and 5.1.
Securities Act, R.S.B.C. 1996, c.418, s. 171.
Citation: 2026 BCSECCOM 166
May 22, 2026
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Makers) has received an application (the Application) from the BC Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the requirements of section 3.2 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that the financial statements of the BC Filers:
(a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises, and
(b) disclose an unreserved statement of compliance with IFRS Accounting Standards (IFRS) in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report.
The Exemption Sought is filed in connection with other applications for exemptive relief on the same terms filed with the Ontario Securities Commission (the OSC), as the principal regulator of Caribbean Utilities Company, Ltd., FortisAlberta Inc. and Newfoundland Power Inc. The BC Filers, together with Caribbean Utilities Company, Ltd., FortisAlberta Inc. and Newfoundland Power Inc., are referred to collectively as the Filers. The Exemption Sought is similar to: (i) the exemption granted by the British Columbia Securities Commission and the OSC to the BC Filers on May 31, 2022 in Re: FortisBC Energy Inc. and FortisBC Inc. (the B.C. U.S. GAAP Relief), (ii) the exemption granted by the Alberta Securities Commission and the OSC to FortisAlberta Inc. on May 31, 2022 in Re: FortisAlberta Inc. (the Alberta U.S. GAAP Relief), and (iii) the exemption granted by the OSC to Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. on May 31, 2022 in Re: Newfoundland Power Inc. and Caribbean Utilities Company, Ltd. (the Ontario U.S. GAAP Relief, and together with the B.C. U.S. GAAP Relief and Alberta U.S. GAAP Relief, the U.S. GAAP Relief).
The B.C. U.S. GAAP Relief will be revoked by the granting of the Exemption Sought under the Application.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the BC Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System (MI 11-102) is intended to be relied upon by them in each of Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut, as applicable, and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 In this decision:
(a) unless otherwise defined herein, terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 52-107 have the same meaning; and
(b) rate-regulated activities has the meaning ascribed thereto in the Chartered Professional Accountants of Canada Handbook (Handbook).
¶ 3 This decision is based on the following facts represented by the BC Filers:
Fortis
1. Fortis Inc. (Fortis) is a leader in the North American regulated electric and gas utility industry;
2. Fortis is a reporting issuer or equivalent in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and is not in default of securities legislation in any jurisdiction in Canada;
3. Fortis is a registrant with the Securities and Exchange Commission subject to the United States Securities Exchange Act of 1934, as amended;
4. Fortis is a SEC issuer and relies on section 3.7 of NI 52-107 to file its financial statements prepared in accordance with U.S. GAAP;
FortisBC Energy Inc.
5. FortisBC Energy Inc. (FEI) is a gas distribution company incorporated under the laws of British Columbia. The head office of FEI is located in Vancouver, British Columbia;
6. FEI is a reporting issuer or equivalent in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut and is not in default of securities legislation in any jurisdiction in Canada;
FortisBC Inc.
7. FortisBC Inc. (FBC) is an integrated electric utility company incorporated under the laws of British Columbia. The head office of FBC is located in Kelowna, British Columbia;
8. FBC is a reporting issuer or equivalent in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and is not in default of securities legislation in any jurisdiction in Canada;
General
9. each of the BC Filers is a subsidiary of Fortis and the financial results of each such subsidiary are reflected in the consolidated financial statements prepared and filed by Fortis;
10. each of the BC Filers currently prepares and files its financial statements for annual and interim periods in accordance with U.S. GAAP, in reliance on the U.S. GAAP Relief, and commenced reporting pursuant to U.S. GAAP on January 1, 2012;
11. each of the BC Filers has rate-regulated activities;
12. none of the BC Filers are currently SEC issuers;
13. were any of the BC Filers SEC issuers, they would be permitted by section 3.7 of NI 52-107 to file their financial statements prepared in accordance with U.S. GAAP;
14. the U.S. GAAP Relief provided that it would cease to apply to the BC Filers on the earliest of:
(a) January 1, 2027;
(b) if such BC Filer ceases to have rate-regulated activities, the first day of the BC Filer's financial year that commences after the BC Filer ceases to have rate-regulated activities; and
(c) the first day of such BC Filer's financial year that commences on or following the later of:
(i) the effective date prescribed by the International Accounting Standards Board (IASB) for a standard within IFRS for entities with rate-regulated activities (Mandatory Rate-Regulated Standard); and
(ii) two years after the IASB publishes the final version of a Mandatory Rate-Regulated Standard;
15. in the absence of further relief provided by Canadian securities regulators, the BC Filers would become subject to Canadian GAAP no later than January 1, 2027; Canadian GAAP includes IFRS as incorporated into the Handbook;
16. the issuance by the IASB of a standard within IFRS for entities with a Mandatory Rate-Regulated Standard would result in the expiry of the U.S. GAAP Relief, giving rise to the obligation of the BC Filers to commence financial statement preparation and reporting in accordance with IFRS pursuant to NI 52-107;
17. in January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities, applicable to entities with rate-regulated activities; in July 2024, the IASB concluded its re-deliberations and confirmed readiness to move forward with the Mandatory Rate-Regulated Standard to supersede IFRS 14; in October 2025, the IASB published an update on the review and comment process on the proposed standard, including the staff analysis and recommendations on certain issues, and indicated that the drafting and balloting process was continuing; and
18. the IASB has publicly stated that it expects to publish the new standard in the second quarter of 2026, although the effective date (now expected to be January 1, 2029) has not been confirmed; once it is effective the BC Filers will require sufficient time to:
(a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and
(b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.
¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that:
1. the B.C. U.S. GAAP Relief is revoked;
2. the Exemption Sought is granted to each BC Filer in respect of such BC Filer's financial statements required to be filed on or after the date of this order, provided that the BC Filer prepares such financial statements in accordance with U.S. GAAP; and
3. the Exemption Sought will terminate in respect of a BC Filer on the earliest of the following:
(a) January 1, 2032;
(b) if such BC Filer ceases to have rate-regulated activities, the first day of the BC Filer's financial year that commences after the BC Filer ceases to have rate-regulated activities; and
(c) the first day of such BC Filer's financial year that commences on or following the later of:
(i) the effective date prescribed by the IASB for a Mandatory Rate-Regulated Standard; and
(ii) four years after the IASB publishes the final version of a Mandatory Rate-Regulated Standard.
OSC File #: 2026-129
Fiera Capital Corporation and imaxx Canadian Fixed Pay Fund
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that the fund is not reporting issuer under applicable securities law -- relief granted.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
[Original text in French]
SEDAR+ filing No: 06426806
May 21, 2026
The securities regulatory authority in each of the Jurisdictions (the Decision Makers) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Fund has ceased to be a reporting issuer in all the 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 Autorité des marchés financiers is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Regulation 11-102 respecting Passport System (Regulation 11-102) is intended to be relied upon by the Fund in the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon (collectively with the Jurisdictions, the Jurisdictions of Canada and each, a Jurisdiction of Canada), and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meaning if used in this order, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is corporation incorporated under the federal laws of Canada with its head office located at 1981 McGill College Avenue, Suite 1500, Montréal, Québec H3A 0H5. The Filer is registered as:
(a) an investment fund manager in the provinces of Québec, Ontario, and Newfoundland and Labrador;
(b) a portfolio manager in all the Jurisdictions of Canada;
(c) a derivatives portfolio manager in the province of Québec;
(d) a commodity trading manager in the province of Ontario;
(e) an adviser in the province of Manitoba; and
(f) an exempt market dealer in all the Jurisdictions of Canada.
2. The Filer is the investment fund manager and portfolio manager of the Fund, which was established under the laws of Ontario.
3. Until May 2022, securities of the Fund were distributed by a simplified prospectus in all the Jurisdictions of Canada. Accordingly, the Fund currently is a reporting issuer under the securities laws of each Jurisdiction of Canada. Subsequent to May 2022, securities of the Fund were offered only on a prospectus-exempt basis.
4. As of the date hereof, the Fund has only one securityholder. Such securityholder is a "permitted client" as defined in Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations and an "accredited investor" as defined in Regulation 45-106 respecting Prospectus Exemptions.
5. For purposes of the simplified procedure set out in Section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications, the Filer confirms that:
(a) the Fund is not an OTC reporting issuer under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets;
(b) the outstanding securities of the Fund, 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;
(c) no securities of the Fund, including debt securities, are traded in Canada or another country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
(d) the Filer is applying for an order that the Fund has ceased to be a reporting issuer in all the Jurisdictions of Canada in which it is a reporting issuer; and
(e) the Fund is not in default of securities legislation in any Jurisdiction of Canada.
Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.
National Policy Instrument 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief from paragraph 13.5(2)(b) of NI 31-103 to permit in-species transfers between managed accounts and related investment funds -- filer is portfolio manager for both the managed accounts and investment funds -- relief would permit purchase and redemptions of investment fund units to be made in-specie -- relief subject to usual conditions including prior consent of managed account clients and portfolio securities would otherwise be acceptable to the Managed Account or the fund, as applicable and appropriate disclosure of in-specie transfers in account documents.
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(b) and 15.1.
[Original text in French]
SEDAR+ filing No: 06392957
April 28, 2026
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) granting an exemption from the prohibitions contained in subparagraph 13.5(2)(b)(iii) of Regulation 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (Regulation 31-103) to permit certain In Specie Transfers as defined below (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(i) the Autorité des marchés financiers is the principal regulator for this application;
(ii) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System (Regulation 11-102), is intended to be relied upon in each of the provinces and territories of Canada other than the Jurisdictions (together with the Jurisdictions, the Canadian Territories); and
(iii) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Terms defined in the Legislation, Regulation 14-101 -- Definitions and Regulation 11- 102 -- Passport System, Regulation 31-103 and Regulation 81-102 -- Investment Funds (NI 81-102) have the same meanings if used in this decision, unless otherwise defined.
In addition, the following terms have the meanings set out below:
"Clients": Individuals, corporations and other entities to whom the Filer provides discretionary portfolio management services through a Managed Account.
"Discretionary Management Agreement": A written agreement between the Filer and a Client pursuant to which the Filer is granted discretionary authority over a Managed Account.
"Existing Pooled Fund": One or more existing investment funds that are (i) not reporting issuers, (ii) distributed on a private placement basis pursuant to available prospectus exemptions, and (iii) for which the Filer acts as investment fund manager and portfolio adviser.
"Funds": Collectively, the Existing Pooled Funds and the Future Pooled Funds.
"Fund Units": Securities issued by a Fund.
"Future Pooled Fund": One or more investment funds that the Filer establishes in the future that (i) will not be reporting issuers, (ii) the securities of which will be distributed on a private placement basis pursuant to available prospectus exemptions, and (iii) for which the Filer will act as investment fund manager and portfolio adviser.
"Managed Account": An account managed by the Filer for a Client that is not a "responsible person" and over which the Filer has discretionary authority.
"In Specie Transfer": Causing a Managed Account to deliver portfolio securities to a Fund in respect of the purchase of Fund Units of such Fund, or to receive securities from the investment portfolio of a Fund in respect of a redemption of Fund Units of such Fund.
This decision is based on the following facts represented by the Filer:
The Filer
1. The Filer is a corporation incorporated under the Business Corporations Act, c. S-31.1 (Québec).
2. The Filer's head office is located at 1 Place Ville-Marie, Suite 1670, Montréal, Québec, Canada, H3B 2B6.
3. The Filer is registered as (i) an investment fund manager in Ontario, Québec, and Newfoundland and Labrador; (ii) a portfolio manager in all jurisdictions of Canada; (iii) a derivatives portfolio manager in Québec; and (iv) an exempt market dealer in Alberta, British Columbia, Ontario and Québec.
4. The Filer is not a reporting issuer in any jurisdiction of Canada.
5. The Filer is not in default of securities legislation in any jurisdiction of Canada.
The Funds
6. The Filer acts, or will act, as investment fund manager and portfolio adviser of each of the Funds.
7. Each Fund is, or will be, organized as a limited partnership, trust, or corporation established under the laws of a jurisdiction of Canada.
8. None of the Funds is, or will be, a reporting issuer under the laws of any jurisdiction of Canada.
9. The Existing Pooled Funds are not in default of securities legislation in any jurisdiction of Canada.
The Managed Accounts
10. The Filer offers discretionary portfolio management services to Clients under Discretionary Management Agreements.
11. Each Discretionary Management Agreement authorizes the Filer to exercise full discretionary authority over investment decisions for the Managed Account.
12. The Filer may, where authorized under the applicable Discretionary Management Agreement, from time to time, invest the assets in a Client's Managed Account in securities of the Funds in order to give such Client the benefit of asset diversification and economies of scale regarding minimum commission charges on portfolio trades, and generally to facilitate portfolio management.
In Specie Transfers
13. The Filer may wish to, or otherwise be required to, deliver portfolio securities held in a Managed Account to a Fund in respect of a purchase of Fund Units and may wish to, or otherwise be required to, receive portfolio securities from a Fund in respect of a redemption of Fund Units by a Managed Account. As the Filer is, or will be, the portfolio adviser of the Managed Accounts that purchase or redeem Fund Units pursuant to an In Specie Transfer, the Filer would be considered a "responsible person" within the meaning of Regulation 31-103 in respect of such Managed Accounts.
14. As the Filer is, or will be, the manager and portfolio adviser of the Funds, absent the grant of the Exemption Sought, the Filer may be precluded by subparagraph 13.5(2)(b)(iii) of Regulation 31-103 from effecting In Specie Transfers.
15. At least 30 days prior to engaging in any In Specie Transfers, the Filer will provide written notice to each such Client regarding the Filer's intention to engage in In Specie Transfers on the Client's behalf and indicating that no action is required if the Client consents to such In Specie Transfers. The written notices will provide an opportunity for existing Clients to withhold their consent to In Specie Transfers.
16. In Specie Transfers will not be effected routinely and will be undertaken only where the Filer determines, in the exercise of its fiduciary duty, that the transaction is in the best interests of both the Fund and the Managed Account.
17. The Filer submits that effecting the In Specie Transfers will allow the Filer to manage each asset class more effectively and reduce transaction costs for the Clients and the Funds. For example, In Specie Transfers reduce market impact costs, which can be detrimental to the Clients and/or the Funds, and may provide access to a broader range of securities. In Specie Transfers also allow a portfolio adviser to retain within its control institutional-size blocks of portfolio securities that otherwise would need to be broken and re-assembled.
18. The only cost which may be incurred by a Managed Account or a Fund for an In Specie Transfer is a nominal administrative charge levied by the custodian of the relevant Fund for recording the trades and any commission charged by the dealer executing the trade.
19. The Filer, as manager of the Funds, will value the securities transferred under an In Specie Transfer on the same valuation day on which the purchase price or redemption price of the Fund Units is determined. With respect to the purchase of Fund Units, the securities transferred to a Fund under an In Specie Transfer in satisfaction of the purchase price of those Fund Units will be valued as if the securities were portfolio assets of the Fund, as contemplated by section 9.4(2)(b)(iii) of Regulation 81-102. With respect to the redemption of Fund Units of a Fund, the securities transferred to a Managed Account in satisfaction of the redemption price of those Fund Units will have a value equal to the amount at which those securities were valued in calculating the net asset value per security used to establish the redemption price of the Fund Units of the Fund, as contemplated by section 10.4(3)(b) of Regulation 81-102.
20. Should any In Specie Transfer contemplated by the Exemption Sought involve the transfer of any "illiquid asset" (as defined in Regulation 81-102), such illiquid asset will be transferred on a pro rata basis and the Filer will obtain at least one quote for the asset from an independent arm's length purchaser or seller, immediately before effecting the In Specie Transfer. The Filer will not cause any Fund or Managed Account to engage in an In Specie Transfer if the applicable Fund is not in compliance with the portfolio restrictions on the holding of illiquid assets described in section 2.4 of Regulation 81-102.
21. In Specie Transfers will be subject to (i) compliance with the written policies and procedures of the Filer respecting In Specie Transfers that are consistent with applicable securities legislation, and (ii) the oversight of the Filer's Chief Compliance Officer, to ensure that the transaction represents the business judgment of the Filer acting in its discretionary capacity with respect to the Fund and Managed Account, uninfluenced by considerations other than the best interests of the Fund and Managed Account.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:
a) If the transaction is the purchase of Fund Units of a Fund by a Managed Account:
i. The Filer obtains consent of the Client of the Managed Account before it engages in any In Specie Transfer in connection with the purchase of Fund Units of the Fund, and such consent has not been revoked;
ii. The Fund would, at the time of payment, be permitted to purchase the portfolio securities held by the Managed Account;
iii. The portfolio securities are acceptable to the Filer, as portfolio adviser of the Fund, and consistent with the Fund's investment objectives;
iv. The value of the portfolio securities sold to the Fund by the Managed Account is equal to the issue price of the Fund Units of the Fund for which they are used as payment, valued as if the securities were portfolio assets of that Fund; and
v. The account statement next prepared for the Managed Account will include a note describing the portfolio securities delivered to the Fund and the value assigned to such securities;
b) If the transaction is the redemption of Fund Units of a Fund by a Managed Account:
i. The Filer obtains consent of the Client of the Managed Account before it engages in any In Specie Transfer in connection to the payment of redemption proceeds, and such consent has not been revoked;
ii. The portfolio securities are acceptable to the Filer as portfolio adviser of the Managed Account and consistent with the Managed Account's investment objectives;
iii. The value of the portfolio securities is equal to the amount at which those securities were valued in calculating the net asset value per Fund Unit used to establish the redemption price;
iv. The holder of the Managed Account has not provided notice to terminate its Discretionary Management Agreement with the Filer; and
v. The account statement next prepared for the Managed Account will include a note describing the portfolio securities delivered to the Managed Account and the value assigned to such securities;
c) Each Fund keeps written records of all In Specie Transfers in a financial year of the Fund, reflecting details of the portfolio securities delivered to and by the Fund and the value assigned to such securities, for five years after the end of the financial year with the most recent two years in a reasonably accessible place;
d) The Filer does not receive any compensation in respect of any sale or redemption of Fund Units of a Fund and, in respect of any delivery of portfolio securities further to an In Specie Transfer, the only charge paid by a Fund or Managed Account, if any, is a nominal administrative charge levied by the custodian for recording the trade and any commission charged by the dealer (if any) executing the trade.
e) If the In Specie Transfer involves the transfer of an "illiquid asset" (as defined in Regulation 81-102), the Filer will obtain at least one quote for the asset from an independent arm's length purchaser or seller immediately before effecting the In Specie Transfer.
Oak Hill Asset Management Inc. and the Top Funds
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- A mutual fund that is not a reporting issuer and that has a financial year-end of December 31 is granted a 93-day extension of the annual financial statement filing requirement and delivery deadline under NI 81-106 -- The mutual fund invests substantially all of its assets in an underlying fund that in turn invests substantially all of its assets in a master fund -- The underlying fund and master fund are each domiciled in the Cayman Islands, are managed by a third-party and are subject to the requirement to publish audited annual financial statements within six months of their December 31 year-end -- The Top Fund's auditor is unable to complete the audit of the Top Fund's annual financial statements until the audited financial statements of the Underlying Fund are completed and available to the Top Fund -- Relief granted to permit the Top Fund to deliver its annual financial statements within 183 days of its most recently completed financial year-end, subject to conditions, including that no less than 25% of the total assets of the mutual fund as at its financial year-end of December 31 are invested in the Underlying Fund, which has a financial year-end that corresponds to that of the Top Fund and is subject to laws of its jurisdiction that requires its annual financial statements to be delivered within 183 days of its financial year-end.
National Instrument 81-106 Investment Fund Continuous Disclosure, ss. 2.2, 5.2(1)(a) and 17.1.
May 25, 2026
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of Oak Hill Wilshire Bridgewater Managed Alpha Fund (the Top Fund), which invests directly or indirectly in underlying funds or other collective investment vehicles as part of its investment strategy, for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting the Filer and the Top Fund from the following requirements of National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106):
(a) the requirement in section 2.2 that the Top Fund files its audited annual financial statements and auditor's report (the Annual Financial Statements) on or before the 90th day after the Top Fund's most recently completed financial year (the Annual Filing Deadline); and
(b) the requirement in paragraph 5.1(2)(a) that the Top Fund delivers to securityholders its Annual Financial Statements by the Annual Filing Deadline (the Annual Delivery Requirement);
(collectively, the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with the Jurisdiction, the Jurisdictions)
Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.
The decision is based on the following facts represented by the Filer.
The Filer
1. The Filer is a corporation incorporated under the Canada Business Corporations Act with its principal place of business in Toronto, Ontario.
2. The Filer is registered as:
(a) an investment fund manager in Ontario, Québec and Newfoundland and Labrador;
(b) a portfolio manager in Ontario, Québec, British Columbia, Alberta, Saskatchewan and Manitoba; and
(c) an exempt market dealer in Ontario, Québec, British Columbia, Alberta, Saskatchewan and Manitoba.
3. The Filer is not a reporting issuer in any jurisdiction and is not in default of securities legislation of any of the Jurisdictions.
4. The Filer is the investment fund manager of the Top Fund.
The Top Fund
5. The Top Fund is a trust formed under the laws of the Province of Ontario.
6. The Top Fund is a "mutual fund" for the purposes of the securities legislation of the Jurisdictions.
7. Securities of the Top Fund are offered for sale to qualified investors in one or more Jurisdictions pursuant to exemptions from the prospectus requirements under National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) or equivalent exemptions.
8. The Top Fund is not a reporting issuer in any of the Jurisdictions.
9. The Top Fund has a financial year-end of December 31.
10. The Top Fund is not in default of securities legislation of any of the Jurisdictions.
11. The investment objective of the Top Fund is to provide securityholders with exposure to Wilshire Bridgewater Managed Alpha Master Fund Limited (the Master Fund) through a master-feeder structure. The Top Fund may also obtain exposure to the investment strategy of the Master Fund by investing directly in the Master Fund or indirectly through another vehicle.
12. In order to obtain exposure to the Master Fund, the Top Fund invests all or substantially all of its assets in Wilshire Bridgewater Managed Alpha Fund Limited (the Underlying Fund, and together with the Master Fund, the Underlying Funds). The Underlying Fund in turn invests all or substantially all of its assets in the Master Fund.
13. The investment objective of the Master Fund is to achieve substantial capital appreciation in a wide range of asset classes using proprietary investment systems while targeting long-term volatility of approximately 12%.
14. The Underlying Funds are each domiciled in the Cayman Islands and are managed by a third party that is not an affiliate of the Filer.
15. The Filer believes that investing in or providing exposure to the Master Fund offers Canadian investors access to investment strategies, asset classes and an underlying manager that would not otherwise be available to such investors and offers benefits not available through a direct investment in the Underlying Funds.
16. Securities of the Top Fund are redeemable at various intervals, as are securities of the Underlying Funds. As the Top Fund has a medium- to long-term investment horizon, the Top Fund will be able to manage its own liquidity requirements by taking into consideration the frequency at which securities of the Underlying Funds may be redeemed or other methods, such as imposing redemption conditions and limits, which will be disclosed in the Top Fund's offering memorandum.
17. The net asset value (NAV) of the Top Fund will be calculated no less frequently than monthly. Securityholders of the Top Fund will be provided with the NAV of the Top Fund on a monthly basis.
18. The investment of the Top Fund in the Master Fund through the Underlying Fund will be disclosed in the Top Fund's financial statements.
Financial Statement Filing and Delivery Requirements
19. Section 2.2 and paragraph 5.1(2)(a) of NI 81-106 require the Top Fund to file and deliver its Annual Financial Statements by the Annual Filing Deadline. As the financial year-end for the Top Fund is December 31, the filing and delivery deadline for the Annual Financial Statements of the Top Fund would be March 30 or March 31 (depending on the year).
20. Section 2.11 of NI 81-106 provides an exemption from the filing requirements of the Annual Financial Statements if, among other things, the Top Fund delivers such statements in accordance with Part 5 of NI 81-106 by the Annual Filing Deadline. Subject to the Exemption Sought, the Filer intends to rely on this exemption to not file its Annual Financial Statements.
21. The Top Fund needs to receive financial statements from the Underlying Fund in order to finalize its Annual Financial Statements and the Underlying Fund needs to receive financial statements from the Master Fund in order to finalize its annual financial statements.
22. In order to formulate an opinion on the Annual Financial Statements, the Top Fund's auditor requires audited financial statements of the Underlying Fund in order to audit the information contained in the Top Fund's Annual Financial Statements. The auditor of the Top Fund has advised the Filer that they will be unable to complete the audit of the Top Fund's Annual Financial Statements until the audited financial statements of the Underlying Fund are completed and available to the Top Fund.
23. The Underlying Funds are each required pursuant to applicable law in their jurisdiction of formation to publish audited annual financial statements within six months of their December 31 year-end.
24. The Top Fund will not be able to obtain the finalized financial statements of the Underlying Fund prior to the Annual Filing Deadline for filing the Annual Financial Statements and, in all cases, no sooner than other investors of the Underlying Fund receive the financial statements and reports of the Underlying Fund.
25. Absent the Exemption Sought, the Top Fund will be unable to meet each Annual Filing Deadline and Annual Delivery Requirement. The Filer expects this timing delay in the completion of its Annual Financial Statements of the Top Fund to occur every year for the foreseeable future.
26. The Top Fund therefore seeks an extension of the Annual Filing Deadline and Annual Delivery Requirement to permit delivery within 183 days of the Top Fund's most recently completed financial year-end, to enable (i) the Underlying Fund to first receive the audited annual financial statements and auditor's report of the Master Fund so as to be able to prepare the Underlying Fund's audited annual financial statements and auditor's report, and (ii) the Top Fund to first receive the audited annual financial statements and auditor's report of the Underlying Fund so as to be able to prepare the Top Fund's Annual Financial Statements.
27. Based on historical financial statement delivery dates of the Master Fund and the Underlying Fund, the Filer does not believe the Top Fund will be able to comply with a shorter extension period than what is being requested.
28. The offering memorandum of the Top Fund that will be provided to investors will disclose that the Annual Financial Statements for the Top Fund will be delivered to each investor within 183 days of the Top Fund's financial year-end.
29. The Filer will notify securityholders of the Top Fund that it has received and intends to rely on relief from the Annual Filing Deadline and Annual Delivery Requirements.
The Principal Regulator is satisfied that the decision meets the test set out in the Legislation for the Principal Regulator to make the decision.
The decision of the Principal Regulator under the Legislation is that the Exemption Sought is granted to the Top Fund provided that:
1. The Top Fund has a financial year-end of December 31.
2. The Top Fund's investment strategy is to primarily invest its investable assets directly or indirectly in the Underlying Fund whose investment objective is compatible with the Top Fund's investment objective.
3. The Top Fund has no less than 25% of its total assets as at its financial year-end of December 31 invested in the Underlying Fund, which has a financial year-end that corresponds to that of the Top Fund and is subject to laws of its jurisdiction that requires its annual financial statements to be delivered within 183 days of its financial year-end.
4. The offering memorandum provided to prospective investors regarding the Top Fund discloses that the Annual Financial Statements of the Top Fund will be delivered on or before the 183rd day after the Top Fund's most recently completed financial year.
5. The Top Fund notifies its securityholders that it has received and intends to rely on relief from the filing and delivery requirements under section 2.2 and paragraph 5.1(2)(a) of NI 81-106.
6. The Top Fund is not a reporting issuer in any of the Jurisdictions and the Filer has the necessary registrations to carry out its operations in each of the Jurisdictions in which it operates.
7. The conditions in section 2.11 of NI 81-106 will be met, except for subsection 2.11(b), and the Annual Financial Statements will be delivered to securityholders of the Top Fund in accordance with Part 5 of NI 81-106 on or before the 183rd day after the Top Fund's most recently completed financial year.
8. This decision terminates within one year of the coming into force of any amendment to NI 81-106 or other rule that modifies how the Annual Filing Deadline or the Annual Delivery Requirement applies in connection with investment funds that are not reporting issuers.
Application File #: 2026/165
SEDAR+ File #: 6425776
McLean Asset Management Ltd. et al.
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted under subsection 2.5(6) of National Instrument 81-101 Mutual Fund Prospectus Disclosure to extend the filing deadline of two funds' second-year fund facts documents by 31 days -- Extension sought in order to avoid filing two sets of fund facts documents in connection with a change in trustee and manager -- Funds will file an amendment to the simplified prospectus and amended fund facts documents for each series of securities of the fund.
National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 2.5(3)(a), 2.5(6).
May 25, 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) set out in subsection 2.5(6) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that the time limit for the filing of the Second Year Documents (as defined herein) of the Funds be extended to July 7, 2026, (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for 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 of Canada (together with the Jurisdiction, the Jurisdictions).
Terms defined in National Instrument 81-102 Investment Funds (NI 81-102), National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
Filer
1. The Filer is a corporation incorporated under the Business Corporations Act (Ontario) (the OBCA) having its registered head office in Toronto, Ontario.
2. The Filer is registered as an Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador, as an adviser in the category of Portfolio Manager in Ontario and Alberta and as a dealer in the category of Exempt Market Dealer in Ontario, Alberta, British Columbia, Newfoundland and Labrador and Québec.
3. The Filer is the trustee and manager of the Funds pursuant to the Third Amended and Restated Declaration of Trust of the Funds dated September 10, 2025 (the Declaration of Trust).
4. The Filer is not in default of the Legislation.
GB Wealth
5. GB Wealth is a corporation incorporated under the OBCA having its registered head office in Toronto, Ontario.
6. GB Wealth is registered as an Investment Fund Manager in Ontario, Québec and Newfoundland and Labrador, as an adviser in the category of Portfolio Manager and in the category of Commodity Trading Manager in Ontario.
7. GB Wealth is not in default of the Legislation.
The Funds
8. Each of the Funds was established as an open-ended unit trust under the laws of Ontario pursuant to the Declaration of Trust.
9. Each of the Funds is a reporting issuer in each of the Jurisdictions.
10. The Funds are not in default of the Legislation
11. Each series of units of the Funds (Units) are currently distributed to the public in the Jurisdictions pursuant to a simplified prospectus dated May 6, 2025, as amended by Amendment No. 1 dated September 10, 2025 (collectively, the Prospectus). The lapse date for the Prospectus under the Legislation is May 6, 2027 (the Lapse Date).
12. Pursuant to subsection 2.5(3)(a) of National Instrument 81-101 -- Mutual Fund Prospectus Disclosure, distribution of the Units may continue for a period of 24 months from the date of the Prospectus if the Funds file a fund facts document for each series of Units (the Second Year Documents) no earlier than 13 months and no later than 11 months from the Lapse Date (the Filing Deadline).
13. Based on the current Filing Deadline, the Funds would be required to file the Second Year Documents by no earlier than April 6, 2026 and no later than June 6, 2026.
Change of Trustee and Manager
14. The Filer announced its resignation as Trustee and Manager of the Funds on May 1, 2026, with an effective date of June 30, 2026.
15. GB Wealth is prepared to act as the successor Trustee and Manager of the Funds.
16. Pursuant to the Declaration of Trust, the change of Trustee and Manager is required to be approved by unitholders of each of the Funds (the Unitholders) at separate, duly called and convened meetings (the Meetings). The Meetings must be called and convened in accordance with the applicable provisions of the Declaration and applicable laws (including NI 81-102 and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer).
17. Due to the foregoing regulatory requirements for calling and holding the Meetings, the Meetings are currently scheduled to be held on or about June 26, 2026.
18. It is expected that the Unitholders of both Funds will approve the change of Trustee and Manager at the Meetings.
19. As a result of the timing for the holding of the Meetings, the Funds will not be able to file the Second Year Documents reflecting the change in Trustee and Manager on or before June 6, 2026. Hence, the Requested Relief for extending the Filing Deadline to July 6, 2026 is necessary.
20. Promptly following the Meetings, the Funds will file Amendment No. 2 to the Prospectus and the Second Year Documents reflecting, inter alia, the change in Trustee and Manager for each of the Funds.
21. If the Requested Relief is not granted, the Funds would be required to incur additional costs and fees to file the Second Year Documents by June 6, 2026 and then file Amendment No. 2 to the Prospects and amended Fund Facts documents following the approval of the change in Trustee and Manager at the Meetings.
22. The Requested Relief would not be contrary to the public interest as no investor harm would be caused by a short delay in filing the Second Year Documents.
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted provided that the Funds otherwise comply with the investment fund prospectus renewal requirements prescribed by the Legislation.
Application File #: 2026-228
SEDAR+ File #: 6437451
Temporary, Permanent & Rescinding Issuer Cease Trading Orders
Company Name |
Date of Temporary Order |
Date of Hearing |
Date of Permanent Order |
Date of Lapse/Revoke |
|
||||
THERE IS NOTHING TO REPORT THIS WEEK. |
||||
Company Name |
Date of Order |
Date of Revocation |
|
||
Sherritt International Corporation |
May 21, 2026 |
__________ |
Temporary, Permanent & Rescinding Management Cease Trading Orders
Company Name |
Date of Order |
Date of Lapse |
|
||
THERE IS NOTHING TO REPORT THIS WEEK. |
||
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 |
__________ |
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Filing #: 06445829
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Filing #: 06445073
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Filing #: 06411647
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Filing #: 06423406
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Filing #: 06441237
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Filing #: 06423764
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Filing #: 06443875
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Type |
Company |
Category of Registration |
Effective Date |
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New Registration |
2.0 Capital Partners Ltd. |
Exempt Market Dealer |
May 19, 2026 |
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New Registration |
Madison Investments (Canada) Ltd. |
Investment Fund Manager and Portfolio Manager |
May 22, 2026 |
CDS Clearing and Depository Services (CDS) -- Proposed Amendments to CDS Participant Fee Schedule -- Administrative Housekeeping Changes -- Notice of Material Rule Submission
CDS has submitted to the Commission, proposed amendments to the CDS Fee Schedule.
The objective of the amendments are to account for certain services that are provided by CDS, or its affiliates, for which the related fees are either included on the Fee Schedule and should not be or are provided by CDS and missing from the Fee Schedule.
The proposed amendments have been posted for public comment on the CDS website. The 30-day public comment period ends on June 29, 2026.
CDS Clearing and Depository Services (CDS) -- Proposed Amendments to CDS Participant Fee Schedule Related to the Government of Canada (GoC) Fails to Deliver Administration Fee -- Notice of Material Rule Submissions
CDS has submitted to the Commission, proposed amendments to the CDS Fee Schedule in order to add a new CDS GoC fails to deliver administration fee.
The objective of the amendments are to levy the allocated development, implementation, and operating costs to the CDS participants that are actively involved in transacting GoC securities and therefore, GoC fail-to-deliver program.
The proposed amendments have been posted for public comment on the CDS website. The 30-day public comment period ends on June 29, 2026.