Cecilia Williams

The Ontario Securities Commission alleged that the respondents, as officers and/or directors of a publicly listed reporting issuer, authorized the company's failure to disclose their receipt of shares and report an acquisition as a related party transaction.

The parties reached settlement agreements wherein the respondents admitted to authorizing the non-compliance and agreed to significant financial penalties, disgorgement, and market bans.

The Capital Markets Tribunal approved the settlements, finding them reasonable, in the public interest, and sufficient for specific and general deterrence.

The applicant, a foreign issuer, applied to the Ontario Securities Commission for exemptive relief from the prospectus and dealer registration requirements in connection with a global employee share offering.

The offering allows qualifying Canadian employees to invest in units of a French collective shareholding vehicle (FCPE) that holds shares of the applicant.

The Commission granted the requested relief, subject to conditions including that the first trade of the acquired securities must be made through an exchange or market outside of Canada or to a person outside of Canada.

The Filer, Admiral Markets Canada Limited, applied to the Ontario Securities Commission for an exemption from the prospectus requirement in respect of the distribution of contracts for difference (CFDs) and over-the-counter foreign exchange contracts to investors in applicable jurisdictions.

The Commission granted the requested relief, subject to terms and conditions, including that the Filer remains registered as an investment dealer and a member of IIROC, and that all CFD transactions are conducted pursuant to IIROC Rules.

AGF Investments Inc. applied for exemptive relief on behalf of various investment funds (the Top Funds) to permit them to invest in certain private credit funds managed by AGF (the Underlying Investments).

The requested relief included exemptions from restrictions on investing in related issuers, the requirement to obtain client consent for such investments, and the requirement to file reports of related party transactions.

The Ontario Securities Commission granted the requested relief, subject to several conditions designed to protect investors, including compliance with concentration and illiquid asset restrictions, independent valuation of the Underlying Investments, and independent review committee approval for public funds.

BHP Group Limited applied to the Ontario Securities Commission for an exemption from the prospectus requirement under section 53 of the Securities Act.

The exemption was sought in connection with the proposed distribution of Woodside Petroleum Ltd. shares by way of a dividend in specie to Canadian shareholders of BHP.

The Commission granted the exemption, provided that the first trade in the acquired shares is deemed a distribution subject to section 2.6 of National Instrument 45-102.

CatchMark Timber Trust, Inc. applied for an order to cease to be a reporting issuer in all jurisdictions of Canada where it is a reporting issuer.

The Filer is a U.S.-based company with no operations in Canada and demonstrated that Canadian residents beneficially own less than 2% of its outstanding securities.

The Ontario Securities Commission, acting as the principal regulator, granted the order, noting the Filer's compliance with U.S. continuous disclosure rules and its undertaking to deliver such disclosure to Canadian securityholders.

The Filer, an investment trust, applied for an exemption from the prospectus requirement in connection with the distribution of units repurchased or redeemed by the Filer.

The Ontario Securities Commission granted the exemption, subject to conditions including compliance with National Instrument 45-102 and limits on the aggregate number of units resold.

Brookfield Business Corporation and Brookfield Asset Management Inc. applied to the Ontario Securities Commission for exemptive relief from the prospectus requirement for specific trades in non-voting limited partnership units of Brookfield Business Partners L.P. The applicants also sought exemptions from the short form prospectus eligibility requirements and the at-the-market distribution eligibility requirements.

The Commission granted the requested relief, finding that the exchangeable shares were functionally and economically equivalent to the limited partnership units, and that granting the exemptions was not contrary to the public interest.

The Filer, Green Bay Packers, Inc., applied for an exemption from the prospectus requirement to distribute common stock in Ontario and other Canadian jurisdictions.

The Filer is a non-profit corporation that operates a National Football League franchise and donates its profits to charitable causes.

The Commission granted the requested relief, finding that the Filer met the criteria for a non-profit issuer exemption, provided that the proceeds are used solely for capital improvements and no remuneration is paid for the sale of the shares.

The Filer, Brookfield Infrastructure Partners L.P., applied to the Ontario Securities Commission for exemptive relief from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and short form prospectus requirements.

The relief was sought to accommodate the issuance of debt securities and preferred shares by its subsidiaries, guaranteed by the Filer and related entities.

The Commission granted the requested exemptions, subject to specific conditions regarding the Filer's compliance with U.S. federal securities laws and the structure of the guarantees.

Canopy Growth Corporation and The Supreme Cannabis Company, Inc. applied for exemptive relief from continuous disclosure, certification, and insider reporting requirements for Supreme following its acquisition by Canopy.

The Ontario Securities Commission granted the requested relief, subject to conditions including that Canopy remains a reporting issuer and files its continuous disclosure documents, and that Canopy guarantees the obligations of Supreme's outstanding debentures.

CI Investments Inc. applied for exemptive relief on behalf of its managed investment funds from the related securityholder and related issuer requirements under securities legislation.

The relief sought to permit the funds to invest in non-exchange-traded debt securities of related issuers in primary offerings and the secondary market, and to permit pooled funds to invest in exchange-traded securities of related issuers in the secondary market.

The Ontario Securities Commission granted the requested relief, subject to conditions including independent review committee approval, pricing requirements, and designated rating requirements, and revoked prior related decisions.

L Brands, inc. applied to the Ontario Securities Commission for an exemption from the prospectus requirement under section 53 of the Securities Act.

The exemption was sought to permit the spin-off of its wholly-owned subsidiary, Victoria's Secret & Co., by way of a dividend in specie to Canadian shareholders.

The Commission granted the exemption, provided that the first trade in the distributed shares is deemed a distribution subject to section 2.6 of National Instrument 45-102.

The applicants, Brookfield Property Partners L.P. and Brookfield Property Preferred L.P., applied for exemptive relief from various continuous disclosure, certification, insider reporting, audit committee, corporate governance, and prospectus disclosure requirements under Ontario securities legislation.

The relief was sought to accommodate the issuance of Class A Cumulative Redeemable Preferred Units by the issuer in connection with a plan of arrangement.

The Ontario Securities Commission granted the requested exemptions, subject to several conditions regarding the applicants' ongoing compliance with modified disclosure and reporting obligations.

The applicant, TD Asset Management Inc., applied to the Ontario Securities Commission for exemptive relief from subsection 5.1(a) of National Instrument 81-105.

The relief sought to permit the applicant to pay participating dealers for direct costs related to cooperative marketing initiatives whose primary purpose is to provide educational information concerning financial planning matters.

The Commission granted the requested exemption, subject to several conditions, including that the applicant does not require participating dealers to sell its funds and that the materials presented contain only general educational information.

The Filer applied for exemptive relief on behalf of itself, its affiliates, and certain top funds to permit the top funds to invest in underlying funds managed by the Filer.

The relief sought exemptions from restrictions prohibiting an investment fund from knowingly making an investment in a person or company in which it is a substantial securityholder, and from restrictions prohibiting a registered adviser from knowingly causing an investment portfolio to purchase securities of an issuer in which a responsible person is a partner, officer, or director without prior client consent.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the top funds are distributed solely pursuant to prospectus exemptions and that investments are effected at an objective price.

The applicant, Royal Gold, Inc., applied for an exemption from the prospectus requirement under paragraph 74(1)2 of the Securities Act (Ontario).

The exemption sought to permit investment dealers to use standard term sheets, marketing materials, and conduct road shows in connection with future offerings under a Final Canadian MJDS Shelf Prospectus.

The Ontario Securities Commission granted the exemptive relief, provided the conditions and requirements set out in Part 9A of National Instrument 44-102 are complied with.

Eastmain Resources Inc. applied to the Ontario Securities Commission for an order to cease being a reporting issuer following its acquisition by Fury Gold Mines Limited through a statutory plan of arrangement.

The Commission found that the application met the legislative test and granted the order, noting that the Filer's shares had been delisted from the TSX and it had no intention to seek public financing.

The applicants, Summit Industrial Income REIT and its agents, applied to the Ontario Securities Commission for exemptive relief from the Prospectus Delivery Requirement and Prospectus Form Requirements in connection with an at-the-market distribution of trust units.

The Commission granted the requested relief, subject to conditions including minimum trading volume and value requirements, and specific disclosure obligations.

The Commission also granted confidentiality relief, keeping the application and decision confidential until the earliest of several specified events.

The Filer, an Australian mining company listed on the ASX, applied for an order to cease to be a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, and Manitoba.

The Filer demonstrated that Canadian residents beneficially own less than 2% of its outstanding securities and comprise less than 2% of its total securityholders worldwide.

The Ontario Securities Commission, acting as principal regulator, granted the order, noting the Filer's undertaking to concurrently deliver continuous disclosure to its Canadian registered securityholders.