Lawrence Haber

Staff of the Ontario Securities Commission and the respondent jointly submitted a settlement agreement for approval following the respondent's guilty plea to unregistered trading in the Ontario Court of Justice.

The respondent had formed a purported hedge fund and engaged in trading without registration, though he believed the business was legitimate and was himself deceived by a co-founder who lost the investors' funds.

The Commission approved the settlement, which included a $60,000 disgorgement order and a 10-year ban on trading and acting as a director or officer, finding the terms fell within a reasonable range and served the public interest.

The Filers, Sun Life Assurance Company of Canada and Sun Life Capital Trust, applied for exemptive relief from continuous disclosure, certification, insider reporting, and prospectus requirements under Ontario securities legislation.

The Ontario Securities Commission granted the requested exemptions, subject to various conditions, including that Sun Life Financial Inc. continues to provide guarantees and complies with continuous disclosure obligations.

The decision replaces a previous exemptive relief order granted in 2017.

Luminex Corporation applied to the Ontario Securities Commission for an order to cease being a reporting issuer in Canada.

The application followed the Filer's acquisition by DiaSorin S.p.A. and the subsequent delisting of its securities from the NASDAQ.

The Commission granted the order, noting that the Filer's outstanding securities were beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and that the Filer was not in default of securities legislation except for certain specified continuous disclosure filings.

Atlantic Power Corporation applied for an order to cease being a reporting issuer in all jurisdictions of Canada following a going-private transaction.

The Filer's common shares and debentures were delisted from the TSX and NYSE, and all outstanding common shares were acquired by BidCo.

The Ontario Securities Commission granted the requested order, finding that the Filer met the requirements under the applicable securities legislation.

The applicant, an investment fund manager, applied for exemptive relief on behalf of certain top funds to permit them to invest in underlying investments managed by the same manager.

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

The Ontario Securities Commission granted the requested relief, subject to several conditions, including that the investments are compatible with the top funds' objectives, effected at an objective price, and that no duplicative fees are charged.

The Filers applied to the Ontario Securities Commission for exemptive relief on behalf of certain mutual funds to permit investments in Northleaf Funds, despite a substantial securityholder of the Filers having a significant interest in the Northleaf Funds.

The Filers also sought relief from the requirement to file monthly reports for related party transactions.

The Commission granted the requested relief, subject to conditions including approval by the mutual funds' independent review committees and compliance with continuous disclosure requirements.

The applicant, a control person of Canada Goose Holdings Inc., applied to the Ontario Securities Commission for an exemption from the prospectus requirement to sell subordinate voting shares under an automatic securities disposition plan (ASDP).

The applicant argued that complying with the standard conditions for control distributions under NI 45-102 would prevent the practical implementation of the ASDP.

The Commission granted the exemption, subject to conditions ensuring the ASDP operates without the applicant's participation or use of material undisclosed information, and granted confidentiality relief until the ASDP's public disclosure.

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

The respondents admitted that Moskowitz Capital Management Inc. distributed preferred shares in mortgage investment entities without being registered as a dealer, contrary to s. 25(1) of the Securities Act.

The Commission approved the settlement, noting the respondents' substantial cooperation, self-reporting, and remedial steps.

The settlement included a $350,000 administrative penalty, $25,000 in costs, and an undertaking to retain an exempt market dealer to complete a know-your-client and suitability review.

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.

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.

Questrade, Inc. applied to the Ontario Securities Commission for an exemption from the prospectus requirement for 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 conditions including that Questrade remains registered as an investment dealer, complies with IIROC rules, and provides clients with a comprehensive risk disclosure document prior to trading.

The Filer, a South African holding company, applied for an exemption from the prospectus requirement under section 53 of the Securities Act (Ontario) to distribute shares of FirstRand Limited to its Canadian shareholders by way of a dividend in specie.

The Filer and FirstRand are not reporting issuers in Canada, and the number of Canadian shareholders is de minimis.

The Ontario Securities Commission granted the exemption, subject to the condition that the first trade in the distributed shares will be deemed a distribution unless specific resale conditions are met.

The Filer, Canada Life Capital Trust, applied for exemptive relief from continuous disclosure and certification requirements under National Instrument 51-102 and National Instrument 52-109 following the amalgamation of its parent entities into The Canada Life Assurance Company (Amalco).

The Ontario Securities Commission granted the requested exemptions, revoking and replacing previous orders, on the condition that Amalco continues to file its own continuous disclosure and certification documents, which provide meaningful information to the Trust's security holders.

First Capital Realty Inc. applied to the Ontario Securities Commission for an order to cease being a reporting issuer following a plan of arrangement that converted the corporation into a real estate investment trust.

The Commission found that the applicant met the necessary criteria, noting that its common shares were delisted and it had no intention of accessing public capital markets.

The order to cease being a reporting issuer was granted.

The Filers applied to the Ontario Securities Commission for exemptive relief from the Prospectus Delivery Requirement and certain Prospectus Form Requirements in connection with an at-the-market (ATM) distribution of common shares.

The Commission granted the requested relief, subject to conditions including alternative disclosure requirements and reporting obligations, noting that prospectus delivery is impracticable in an ATM distribution where the identity of purchasers is unknown.

The applicant, Cowan Asset Management Limited, applied on behalf of the Cowan Absolute Return Fund for exemptive relief from the prohibition against making or holding an investment in an issuer in which a related party has a significant interest.

The Fund had inadvertently acquired shares in Ceres Global Ag.

Corp., an issuer in which the applicant's parent company held a significant interest.

The Ontario Securities Commission granted the requested relief, permitting the Fund to continue holding and purchasing the shares, subject to conditions including the establishment of an independent review committee to approve such transactions.

The Filer, Enthusiast Gaming Properties Inc., applied for an order to cease being a reporting issuer in all applicable Canadian jurisdictions following a plan of arrangement where it became a wholly-owned subsidiary of J55 Capital Corp. The Ontario Securities Commission, acting as the principal regulator, granted the order, noting that the Filer's outstanding securities are held by a limited number of securityholders and it has no intention to seek public financing.

The applicants, Quadravest Capital Management Inc. and National Bank Financial Inc., applied to the Ontario Securities Commission for exemptive relief from the Prospectus Delivery Requirement and Prospectus Form Requirements in connection with at-the-market distributions.

The applicants argued that delivering a prospectus is impracticable for at-the-market distributions because the identity of purchasers is unknown.

The Commission granted the requested exemptions, subject to conditions including specific disclosure requirements and limitations on the volume of securities sold.

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

The applicant's shares were acquired by a wholly-owned subsidiary pursuant to a plan of arrangement, and its shares were delisted from the Toronto Stock Exchange.

Although the applicant was subject to a failure-to-file cease trade order, it concurrently applied for its revocation.

The Commission granted the requested relief, ordering that the applicant has ceased to be a reporting issuer.

The applicant, Algonquin Capital Corporation, applied to the Ontario Securities Commission for exemptive relief on behalf of its investment funds.

The applicant sought relief from restrictions prohibiting an investment fund from investing in a related issuer or an issuer in which it is a substantial securityholder, and from restrictions on a registered adviser causing an investment portfolio to purchase securities of an issuer in which a responsible person is a partner, officer, or director.

The relief was requested to permit the applicant's top funds to invest in underlying funds managed by the applicant.

The Commission granted the requested relief, subject to conditions including that no duplicate management or sales fees are payable and that appropriate disclosure is provided to investors.