Frances Kordyback

Staff of the Ontario Securities Commission sought to extend a temporary cease trade order against the respondents, who were allegedly operating a crypto-asset investment scheme in breach of registration and prospectus requirements.

The Commission found sufficient evidence of conduct that may be harmful to the public interest, noting the respondent's admission that the crypto-assets continued to circulate and that he was engaging with a potential new investor.

The temporary order was extended until 14 days after the release of the merits decision in a related proceeding.

The applicant, Gold X Mining Corp., applied to the Ontario Securities Commission for an order to cease to be a reporting issuer following its acquisition by Gran Colombia Gold Corp. through a statutory plan of arrangement.

The Commission granted the order, noting that the applicant's outstanding warrants did not preclude the relief sought and that the applicant had no intention to seek public financing.

Staff of the Ontario Securities Commission and the respondents sought approval of a settlement agreement concerning allegations of unregistered trading and illegal distributions.

The respondents, foreign related parties, operated online trading platforms offering contracts for difference to Ontario investors without being registered or filing a prospectus.

The Commission approved the settlement agreement, which included a $600,000 administrative penalty, disgorgement of approximately $3 million USD, and $10,000 in costs, finding it to be in the public interest and within a range of reasonable outcomes.

Norbord Inc. applied to the Ontario Securities Commission for an order to cease to be a reporting issuer in all jurisdictions of Canada.

Following a plan of arrangement, Norbord became a wholly-owned subsidiary of West Fraser Timber Co. and its common shares were delisted.

Although Norbord still had outstanding debt securities and incentive plans, the Commission was satisfied that the test under the legislation was met and granted the requested order.

The Filers applied for exemptive relief on behalf of certain top funds to permit them to invest in underlying funds managed by the same or affiliated managers.

The relief sought included exemptions from related issuer restrictions, reporting requirements for related party transactions, and the requirement to obtain client consent before purchasing securities of an issuer in which a responsible person has a significant interest.

The Ontario Securities Commission granted the requested relief, subject to conditions ensuring the investments are compatible with the top funds' objectives, effected at an objective price, and subject to appropriate disclosure and fee duplication prohibitions.

The applicants, acting as investment fund managers, applied to the Ontario Securities Commission for exemptive relief from the management company reporting requirements under securities legislation.

The requirements mandated monthly reporting of transactions between the funds and related parties.

The Commission granted the relief, revoking and replacing previous relief, on the condition that the funds' management reports of fund performance and portfolio transaction records disclose the required information regarding related party transactions and fees.

The Filer, 3iQ Corp., applied on behalf of the 3iQ Bitcoin ETF and future ETFs for exemptive relief from the underwriter's certificate requirement and the take-over bid requirements.

The Ontario Securities Commission granted the requested exemptions, noting that authorized dealers and designated brokers do not perform conventional underwriting services and that the application of take-over bid requirements could adversely impact the liquidity of the ETF securities.

ESW Capital, LLC applied for exemptive relief from the minimum tender requirement under the Securities Act in connection with its proposed take-over bid for Optiva Inc. The proposed bid was opposed by two other control block shareholders, Maple Rock and EdgePoint, who announced they would not tender their shares.

ESW sought to exclude their shares from the minimum tender calculation.

The Ontario Securities Commission dismissed the application, finding no exceptional circumstances or abusive conduct by the target, bidder, or control block shareholders that would warrant altering the recalibrated bid regime and undermining minority shareholder choice.

The applicant, Monarch Gold Corporation, applied to the Ontario Securities Commission for an order declaring that it has ceased to be a reporting issuer in all jurisdictions of Canada.

Following a plan of arrangement under the Canada Business Corporations Act, Yamana Gold Inc. acquired all outstanding shares of the applicant, and the applicant's shares were delisted from the TSX.

The Commission was satisfied that the test under the legislation was met and granted the requested order.

Staff of the Ontario Securities Commission and the respondent, the former CEO of Inspiration Mining Corporation, sought approval of a settlement agreement.

The respondent admitted to issuing false and misleading press releases regarding purported negotiations in the cannabis industry and engaging in improper insider trading by selling shares while in possession of material undisclosed facts, realizing a gain of approximately $100,000.

He also failed to file required insider reports.

The Commission approved the settlement, finding the agreed sanctions—including a ten-year market ban, disgorgement of $97,070.82, an administrative penalty of $92,929.18, and $10,000 in costs—to be a reasonable response to the serious misconduct and in the public interest.

The filer, CI Investments Inc., applied on behalf of various public and private investment funds for exemptive relief from certain conflict of interest and reporting requirements under Ontario securities legislation.

The relief sought to permit the funds to invest in related underlying investment vehicles managed by the filer, without triggering prohibitions against investing in substantial security holders or related issuers, and to waive related reporting and client consent requirements.

The Ontario Securities Commission granted the requested exemptions, subject to several conditions ensuring independent valuation, compliance with concentration and illiquidity restrictions, and independent review committee oversight.

Staff of the Ontario Securities Commission and the respondents sought approval of a settlement agreement.

The respondents admitted to operating multilateral trading facilities for fixed income securities in Ontario without being recognized as an exchange or exempted, contrary to subsection 21(1) of the Securities Act.

The respondents cooperated with Staff, self-reported the issues, and proactively implemented a remediation program.

The Commission approved the settlement, ordering disgorgement of $663,305.20 and an administrative penalty of $2,506,011.80, finding the terms fell within a range of reasonable outcomes and were in the public interest.

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.

Epix Resource Finance Corporation applied for an order under section 127 of the Securities Act against Aberdeen International Inc., alleging Aberdeen failed to comply with obligations applicable to non-redeemable investment funds.

The Commission considered whether Epix should be granted standing to proceed as a private party.

The Commission dismissed the application, finding that Epix failed to demonstrate it was in the public interest to bypass Commission Staff's usual gatekeeper processes and policy-based filtering.

Staff of the Ontario Securities Commission and the respondents sought approval of a settlement agreement regarding the respondents' operation of a crypto asset mining business.

The respondents admitted to engaging in unregistered trading, illegal distribution of securities, and making prohibited representations to investors.

The Commission found that the respondents raised over $364,000 from 43 investors through investment contracts promising guaranteed returns, while failing to purchase the necessary mining rigs or protect the funds.

The Commission approved the settlement, ordering administrative penalties, disgorgement, costs, and market bans, noting the respondents' cooperation and partial repayment to investors.

A minority shareholder of the respondent company brought an application under s. 127 of the Securities Act seeking to block a going-private transaction structured as a plan of arrangement.

The applicant alleged the controlling shareholders improperly relied on the 90 percent exemption from minority approval requirements by engaging in a multi-step strategy to dilute minority interests.

The Commission dismissed the application for standing, finding that the applicant delayed in bringing the application, failed to establish a prima facie case of abusive conduct, and had adequate alternative remedies under the CBCA to address concerns regarding price and fairness.

The applicant applied for exemptive relief on behalf of proposed exchange-traded funds from certain prospectus form, underwriter's certificate, take-over bid, and sales and redemptions requirements.

The Ontario Securities Commission granted the requested exemptions, subject to conditions including the filing of a simplified prospectus and annual information form, and compliance with specific provisions of National Instrument 81-102 for both mutual fund and ETF securities.

The applicant, a portfolio manager, applied for exemptive relief from the mutual fund conflict of interest reporting requirements under Ontario securities legislation.

The applicant argued that providing monthly segregated reports for each fund would be costly and time-consuming, as substantially similar information is already disclosed in the funds' management reports of fund performance.

The Ontario Securities Commission granted the requested relief, subject to conditions requiring specific disclosures in the annual and interim management reports and in the records of portfolio transactions.

The Ontario Securities Commission approved a settlement agreement between Staff and Clayton Smith, the directing mind of Crystal Wealth Management System Limited.

Smith admitted to fraudulently misappropriating approximately $11.8 million from mutual funds he managed and failing to disclose conflicts of interest.

The settlement imposed permanent market prohibitions, a reprimand, and a $250,000 administrative penalty.

The Commission approved the settlement, noting that while the monetary penalty was small and potentially uncollectible due to a carveout provision and a receivership over Smith's assets, the permanent market prohibitions and the avoidance of a lengthy hearing made the sanctions fall within a reasonable range of appropriateness.

Staff of the Ontario Securities Commission alleged that the respondent dealers failed to establish sufficient controls and supervision, resulting in clients paying excess fees.

The dealers self-reported the inadequacies, co-operated with Staff, and agreed to pay approximately $11 million in compensation to affected clients, along with voluntary payments totalling $490,000.

The Commission approved the no-contest settlement, finding it in the public interest given the prompt self-reporting, remediation efforts, and significant compensation paid to clients.