Monica Kowal

The applicants, dissident shareholders engaged in a proxy contest, sought a hearing and review of a Toronto Stock Exchange (TSX) decision that conditionally approved the issuance of shares by Eco Oro Minerals Corp. to certain shareholders without requiring a shareholder vote.

The TSX permitted an accelerated closing of the share issuance just days before the record date for a requisitioned shareholder meeting.

The Ontario Securities Commission conducted a de novo review, finding that the TSX overlooked material evidence regarding the proxy contest and erred in its interpretation of 'materially affect control.' The Commission set aside the TSX decision, concluding that the share issuance materially affected control and required shareholder approval.

To remedy the improper issuance, the Commission ordered Eco Oro to hold a shareholder vote to either ratify or reverse the share issuance, cease-traded the new shares pending the vote, and prohibited the new shares from being voted at the upcoming meeting.

The applicant, a former IIROC registrant, sought a hearing and review of an IIROC hearing panel decision that found he failed to use due diligence to ensure investment recommendations were in accordance with clients' risk tolerances.

The applicant argued the IIROC panel erred by making findings in the absence of certain missing documents and by relying on the unqualified expert opinion of an IIROC investigator regarding the risk of various securities.

The Ontario Securities Commission dismissed the application, finding that the applicant had made no effort to obtain the missing documents and had not objected to their absence at the IIROC hearing.

Furthermore, the Commission held that the investigator's evidence regarding the risk of the securities was factual, based on the applicant's own admissions, the firm's ratings, and issuer prospectuses, and did not constitute expert opinion evidence.

Staff of the Ontario Securities Commission sought an inter-jurisdictional enforcement order against the respondents, who operated a binary options trading platform.

The Financial and Consumer Affairs Authority of Saskatchewan had previously found that the respondents engaged in unregistered trading and imposed permanent bans and financial penalties.

The Commission found that the threshold criteria under subsection 127(10) of the Securities Act were met and that it was in the public interest to issue a reciprocal order.

The respondents were permanently banned from trading in securities, acquiring securities, and acting as registrants in Ontario.

The respondents admitted to engaging in the business of trading and advising in securities without registration, in contravention of subsections 25(1) and 25(3) of the Securities Act.

The individual respondent also engaged in dishonest conduct by impersonating clients when dealing with registrants.

The Ontario Securities Commission approved the settlement agreement, finding it in the public interest despite the individual's history of regulatory misconduct, given his cooperation, remorse, and the efficiency of resolving the matter without a contested hearing.

Staff of the Ontario Securities Commission sought an inter-jurisdictional enforcement order against the respondents under subsection 127(10) of the Securities Act, based on a decision of the British Columbia Securities Commission (BCSC).

The BCSC had found that the respondents perpetrated a massive Ponzi scheme, engaged in unregistered trading, and made illegal distributions, raising $11.7 million from investors.

The respondents did not participate in the written hearing.

The Commission found that the threshold criteria for a reciprocal order were met and that it was in the public interest to impose sanctions in Ontario.

The Commission ordered permanent and time-limited trading bans, acquisition bans, and director/officer bans against the respondents, mirroring the BCSC's sanctions to protect Ontario capital markets.

Waverley Corporate Financial Services Ltd. and its Chief Compliance Officer, Donald McDonald, applied for a hearing and review of a Director's decision imposing terms and conditions on their registrations.

Staff alleged that Waverley's business model, which involved sponsoring dealing representatives who were closely connected to independent issuers, breached Ontario securities law.

The Commission found that while the representatives did not act exclusively for the issuers, Waverley failed to adequately identify, manage, and disclose material conflicts of interest.

Furthermore, Waverley's systems of control and supervision were inadequate, and McDonald lacked the necessary proficiency to act as CCO.

The Commission imposed strict terms and conditions on their registrations to address these deficiencies.

Staff of the Ontario Securities Commission sought an inter-jurisdictional enforcement order against the respondents under subsection 127(10) of the Securities Act, based on a prior order of the Alberta Securities Commission.

The respondents had admitted to unregistered trading, illegal distribution, and fraud in Alberta.

The Commission found that the threshold criteria for a reciprocal order were met and that it was in the public interest to protect Ontario investors by imposing permanent trading and registration bans mirroring those imposed in Alberta.

Staff of the Ontario Securities Commission sought a reciprocal order against the respondent under s. 127(10) of the Securities Act, based on a prior order of the British Columbia Securities Commission (BCSC).

The BCSC had found that the respondent intentionally breached a previous settlement agreement by acting as a de facto director and engaging in investor relations activities.

The respondent did not participate in the written hearing.

The Commission found that the threshold for a reciprocal order was met and that it was in the public interest to impose prospective sanctions to protect Ontario's capital markets.

The Commission ordered that the respondent resign any positions as a director or officer and be prohibited from acting as a director, officer, registrant, investment fund manager, or promoter until the conditions of the BCSC order are met.

Hecla Mining Company launched an insider take-over bid for Dolly Varden Silver Corporation.

Hecla applied to the Ontario and British Columbia Securities Commissions to cease trade a private placement announced by Dolly Varden, arguing it was an abusive defensive tactic.

Dolly Varden cross-applied to cease trade Hecla's bid for failing to include a formal valuation as required for insider bids.

The Commissions held simultaneous hearings.

They dismissed Hecla's application, finding the private placement was instituted for bona fide business purposes, not as a defensive tactic.

The OSC granted Dolly Varden's application, finding Hecla did not qualify for an exemption from the formal valuation requirement because it had board representation at Dolly Varden within the preceding 12 months.

The BCSC dismissed Dolly Varden's application under its public interest jurisdiction.

Hecla Mining Company applied to cease trade a private placement by Dolly Varden Silver Corporation, arguing it was an abusive defensive tactic against Hecla's take-over bid.

Dolly Varden cross-applied to cease trade Hecla's bid for failing to include a formal valuation required for insider bids under MI 61-101.

The Ontario and British Columbia Securities Commissions held simultaneous hearings.

The Commissions dismissed Hecla's applications, finding the private placement was instituted for bona fide, non-defensive business purposes.

The OSC granted Dolly Varden's application in part, finding Hecla had board representation at Dolly Varden and thus did not qualify for an exemption from the formal valuation requirement, and cease traded the bid until a valuation was provided.

The BCSC dismissed Dolly Varden's application under its public interest jurisdiction.

Staff of the Ontario Securities Commission alleged that the Scotia Dealers failed to establish, maintain, and apply appropriate controls and procedures with respect to supervision, resulting in certain clients paying excess fees.

The Scotia Dealers self-reported the inadequacies, cooperated with Staff, and entered into a no-contest settlement agreement.

The Commission approved the settlement agreement, noting the Scotia Dealers' commitment to pay compensation to affected clients, enhance policies and procedures, and make voluntary payments of $800,000 for investor education and $50,000 for costs.

The Commission found the settlement to be in the public interest.