Jane Waechter

The applicant, newly self-represented, sought an adjournment of a long-scheduled merits hearing two weeks before it was to commence.

He argued he needed time to prepare, respond to a parallel injunction hearing, and gather new evidence.

The Capital Markets Tribunal applied the test under subrule 34(1) of its Rules of Procedure, which requires exceptional circumstances to grant an adjournment.

The Tribunal found that the applicant's change in representation, the parallel proceeding, and his desire to adduce new evidence did not constitute exceptional circumstances.

The adjournment motion was dismissed.

The applicant, a private party, sought standing to bring an application under s. 127(1) of the Securities Act to cease trade the shares of the respondent corporation.

The applicant alleged the respondent's non-offering prospectus contained a misrepresentation regarding the completion of an amalgamation with its Peruvian subsidiary, which the applicant argued could prejudice its contingent creditor claim in Peru.

The Capital Markets Tribunal dismissed the motion for standing, finding that the applicant failed to raise its concerns with Commission staff first, the allegations did not raise a novel securities law issue, the Tribunal was not the appropriate forum to adjudicate Peruvian corporate law, and the applicant was not directly affected by the alleged conduct.

The Ontario Securities Commission sought approval of a settlement agreement with the respondent, who had breached a previous Tribunal order banning him from acting as a director or officer of any issuer for three years.

The respondent admitted to becoming a director of two non-reporting issuers during the ban period.

The Tribunal approved the settlement, which included a renewed three-year ban and a $4,500 administrative penalty, finding the sanctions proportionate and in the public interest given the respondent's self-correction, accountability, and cooperation.

The Ontario Securities Commission sought approval of a settlement agreement with the respondent, who admitted to committing fraud and violating registration and prospectus requirements by selling and brokering promissory notes for real estate projects.

The respondent continued to accept investor funds despite knowing the severe liquidity issues of the companies involved, resulting in approximately $90 million in investor losses and her subsequent bankruptcy.

The Tribunal approved the settlement, which included permanent market participation bans but no disgorgement order, noting that a disgorgement order could compete with investor recovery in ongoing civil proceedings.

Katanga Mining Limited applied under section 17 of the Securities Act for permission to disclose confidential documents obtained during an Ontario Securities Commission investigation to its parent company, Glencore plc, for use in civil proceedings in the United Kingdom.

The Capital Markets Tribunal dismissed the application, finding that Katanga did not establish that the disclosure was in the public interest.

The Tribunal held that disclosure of information protected by section 16 for use in private civil proceedings is generally not in the public interest, and a foreign court order requiring production cannot alone satisfy the statutory public interest analysis.

The Ontario Securities Commission alleged that the respondent engaged in illegal insider trading after obtaining material non-public information about a corporate acquisition.

The respondent used her tax-free savings account to purchase call options before the public announcement, resulting in a significant profit.

The parties sought approval of a settlement agreement wherein the respondent admitted to the misconduct, agreed to a two-year trading restriction, and agreed to disgorge $120,000.

The Capital Markets Tribunal approved the settlement, finding it reasonable and in the public interest given the respondent's cooperation and lack of prior misconduct.

The applicants applied to vary an enforcement order made against them by the Capital Markets Tribunal, seeking to remove financial sanctions including a $13.5 million disgorgement order, a $600,000 administrative penalty, and a $166,000 cost award.

They argued that the sanctions prevented them from securing financing to renovate and reopen the Buffalo Grand Hotel, which was the only way investors could recover their funds.

The Tribunal dismissed the application, finding that the applicants' financing plan was speculative, incomplete, and subject to numerous uncertainties.

The Tribunal concluded that the applicants failed to demonstrate a material change in circumstances or that removing the sanctions would not be prejudicial to the public interest, noting that doing so would undermine specific and general deterrence.

The Ontario Securities Commission sought approval of a settlement agreement with the respondents regarding allegations of illegal insider trading and tipping.

The respondent Huynh, a VP of Finance at a reporting issuer, learned of an impending acquisition and tipped his wife, Pham.

They used an intermediary to purchase call options, realizing a profit of over US$311,000.

The Tribunal approved the settlement, which included trading bans, director/officer bans, an administrative penalty of $325,000, disgorgement of $270,000, and costs of $50,000, finding the terms reasonable and in the public interest.

The Ontario Securities Commission alleged that the respondents violated Multilateral Instrument 91-102 by offering binary options to Ontario residents through an online trading platform, Polymarket.

The parties reached a settlement agreement wherein the respondents agreed to pay a voluntary payment of $22,966.75 USD, an administrative penalty of $200,000 CAD, and investigation costs of $25,000 CAD, along with market bans and an undertaking to restrict Ontario access.

The Capital Markets Tribunal approved the settlement, finding it reasonable and in the public interest.

The Ontario Securities Commission alleged that the respondent engaged in illegal insider trading by purchasing shares of a target company while possessing material non-public information obtained through his employment.

The parties reached a settlement agreement wherein the respondent admitted to the misconduct.

The Capital Markets Tribunal approved the settlement, finding it reasonable and in the public interest.

The respondent was ordered to pay an administrative penalty of $235,000, investigation costs of $22,336.27, and was subjected to ten-year market bans and a reprimand.

Katanga Mining Limited applied under s. 17(1) of the Securities Act to disclose confidential documents from an Ontario Securities Commission investigation to the internal and external counsel of its parent company, Glencore.

Glencore is a defendant in a UK civil claim and the UK Court ordered disclosure of these documents.

The Capital Markets Tribunal granted the application, finding it in the public interest to permit narrow disclosure to Glencore's counsel for the purpose of assessing relevance to the UK claim, provided the counsel sign undertakings to be bound by the confidentiality provisions of s. 16 of the Act.

The Ontario Securities Commission sought sanctions against Manticore Labs OÜ and Manticore Labs Inc. (operating as CoinField) following a merits decision finding they breached the Securities Act through unregistered trading, illegal distribution of securities, and making false and misleading statements to investors.

The respondents operated a crypto asset trading platform that went offline, leaving investors unable to withdraw their funds.

The Capital Markets Tribunal found the misconduct to be serious and ordered permanent market participation bans, an administrative penalty of $2.4 million, disgorgement of $537,034.46, and costs of $89,538.30.

The Ontario Securities Commission alleged that Phemex Limited and Phemex Technology Pte.

Ltd. operated an online crypto asset trading platform that sold securities to Ontario investors without being registered and without filing a prospectus.

The Capital Markets Tribunal found that the Crypto Contracts and Crypto Futures offered on the platform were investment contracts and therefore securities.

The Tribunal concluded that the respondents breached sections 25(1) and 53(1) of the Securities Act by engaging in the business of unregistered trading and distributing securities without a prospectus.

A case management hearing was directed to prepare for a sanctions and costs hearing.

The Ontario Securities Commission sought sanctions against Nova Tech Ltd and its founder following a merits decision finding they engaged in unregistered trading, illegal distribution of securities, and breached a temporary cease trade order.

The respondents solicited Ontario investors for foreign exchange and crypto asset trading without registration or a prospectus, and evaded a Tribunal order by instructing investors on how to bypass jurisdictional restrictions.

The Capital Markets Tribunal ordered permanent market participation and director/officer bans, a $2.5 million administrative penalty, $31,000 in disgorgement, and $193,333.52 in costs, citing the egregious nature of the misconduct and the need for specific and general deterrence.

The Ontario Securities Commission alleged that the respondents engaged in an illegal distribution of Canopy Growth Corporation shares and that Cormark and Kennedy failed to deal fairly, honestly, and in good faith with Canopy, or alternatively, acted contrary to the public interest.

The allegations centered on a series of transactions involving a private placement, a securities loan agreement, and short sales executed when Canopy was added to the TSX composite index.

The Capital Markets Tribunal dismissed all allegations, finding that the transactions did not constitute an illegal distribution under the extended definition, Canopy was not a client of Cormark or Kennedy, and the respondents did not mislead Canopy or otherwise engage the Tribunal's public interest jurisdiction.

The Ontario Securities Commission alleged that Nova Tech Ltd and its principal, Cynthia Petion, breached the Securities Act by engaging in unregistered trading and illegal distribution of securities through their PAMM product, which purported to offer passive returns from forex and crypto trading.

The Capital Markets Tribunal found that the PAMM product was an investment contract and therefore a security.

The Tribunal concluded that Nova Tech breached the registration and prospectus requirements of the Act, and also breached a temporary cease trade order by continuing to accept investments.

Petion, as sole director and CEO, was found to have authorized these breaches.

Staff of the Ontario Securities Commission applied for an interjurisdictional enforcement order against the respondent following his criminal convictions for fraud and money laundering.

The respondent had operated a $29 million Ponzi scheme involving point-of-sale debit terminals.

The Tribunal found that the arrangement constituted an investment contract and therefore a security, satisfying the requirement that the criminal conviction relate to securities.

Given the severity of the fraud and the need for specific and general deterrence, the Tribunal concluded it was in the public interest to permanently ban the respondent from participating in Ontario's capital markets.

Staff of the Ontario Securities Commission brought an inter-jurisdictional enforcement proceeding against the respondent following his criminal conviction for unregistered trading, illegal distribution of securities, and securities fraud.

The respondent had been sentenced to three and a half years of incarceration and ordered to pay over $4.8 million in restitution.

The Capital Markets Tribunal found that the respondent's conduct, which involved defrauding investors of approximately $5.5 million over three years, warranted severe regulatory sanctions.

The Tribunal permanently banned the respondent from participating in Ontario's capital markets, including permanent prohibitions on trading, acquiring securities, and acting as a director, officer, registrant, or promoter.

Staff of the Ontario Securities Commission brought a motion in writing to waive service of the Notice of Hearing and Statement of Allegations on the individual respondent, who had evaded service.

The Capital Markets Tribunal granted the motion, finding that Staff had exhausted all reasonable efforts to serve the respondent.

The Tribunal also relieved Staff of future service and disclosure obligations and ordered that the merits hearing proceed in the respondents' absence.