Securities Law

The plaintiffs brought a motion for certification of a class proceeding against Barrick Gold Corporation and its officers/directors for alleged misrepresentations regarding a mining project in South America.

The court certified the secondary market claims under the Securities Act and the common law negligent misrepresentation claims, but amended the class definitions and common issues to reflect prior leave decisions.

The court declined to certify the primary market claims, finding a class proceeding was not the preferable procedure for a class of two institutional investors.

The court also declined to certify common issues for aggregate damages due to a lack of expert methodology.

The plaintiffs were awarded $2.75 million in costs for the prior leave motions.

The Capital Markets Tribunal heard three procedural motions ahead of a scheduled merits hearing.

The respondents Emerge Canada Inc. and Lisa Langley sought an adjournment to retain counsel, which the Tribunal dismissed for failing to demonstrate exceptional circumstances.

The Tribunal granted the Ontario Securities Commission's motion requiring Emerge and Langley to provide further and better witness summaries.

Finally, the Tribunal dismissed the Commission's motion to pre-emptively exclude the anticipated factual testimony of a witness, finding it premature, but ordered the respondents to provide a more detailed summary of his expected evidence.

In an enforcement proceeding alleging false sales communications regarding ESG factors, the respondent Som Seif brought a motion for further disclosure and particulars.

The Capital Markets Tribunal dismissed the motion for disclosure, finding the requested correspondence with other fund managers and internal Commission documents irrelevant to the allegations.

The Tribunal also declined to order the Commission to produce a privilege log.

The motion for particulars was dismissed after the Commission undertook to clarify which specific statements Seif allegedly reviewed, edited, or provided quotes for, with the Tribunal finding the remaining allegations sufficiently particularized.

The applicant applied for exemptive relief on behalf of several proposed exchange-traded funds (ETFs) from the concentration restrictions in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102.

The relief was sought to permit each ETF to invest in a single Specified Public Issuer in excess of the investment restrictions, in accordance with its fundamental investment objective.

The principal regulator granted the requested exemption, subject to conditions including that the ETFs otherwise meet the definition of a fixed portfolio investment fund and that specific disclosure requirements are met.

The Filer applied for exemptive relief to permit its investment funds to invest in securities of exchange-traded funds listed in the United States that are not index participation units and are not reporting issuers in Canada.

The principal regulator granted the relief, revoking and replacing a previous decision, subject to conditions including a 10% net asset value limit on such investments and requirements that the underlying ETFs be regulated by the SEC.

The Filer applied for exemptive relief on behalf of its investment funds from the illiquid asset restrictions in National Instrument 81-102.

The relief sought to exempt purchases of 144A Securities and Regulation S Securities from being considered illiquid assets.

The principal regulator granted the exemption, provided the securities can be readily resold without holding periods and are traded through market facilities with widely available public quotations.

The applicant, a self-represented reporting issuer, brought a motion seeking the recusal of the adjudicator for a reasonable apprehension of bias, and a motion to vary the adjudicator's prior reasons for decision under s. 144.1 of the Securities Act.

The bias allegations stemmed from the adjudicator's conduct during a case management hearing, including cautioning the applicant about citing non-existent rules and the potential for artificial intelligence hallucinations.

The adjudicator dismissed the bias motion, finding no reasonable apprehension of bias.

The adjudicator also dismissed the motion to vary, concluding that the requested variations were merely attempts to tinker with the language of the reasons and were not in the public interest.

An alternative request for a permanent confidentiality order over the reasons was also dismissed.

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 applicant, CI Investments Inc., applied for exemptive relief to extend the lapse date of the simplified prospectus for the CI Structured Premium Yield Fund.

Due to an administrative error, the prospectus lapsed before a proforma prospectus was filed, and the fund continued to distribute securities.

The applicant sought to extend the lapse date to align with other funds it manages.

The Ontario Securities Commission granted the relief, extending the lapse date to July 24, 2027, subject to conditions including providing a cancellation right to investors who purchased securities during the period when the prospectus had lapsed.

The Filer, Dayforce, Inc., applied to the Ontario Securities Commission for an order to cease being a reporting issuer in all jurisdictions of Canada where it is currently a reporting issuer.

The Filer represented that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and that its securities are not traded on any marketplace.

The principal regulator, satisfied that the statutory test was met, granted the order.

The Filer applied on behalf of two investment funds for exemptive relief from the annual financial statement filing and delivery deadlines under sections 2.2 and 5.1(2)(a) of National Instrument 81-106.

The funds invest in underlying master-feeder structures domiciled in the Cayman Islands, which have a six-month deadline to publish their audited financial statements.

Consequently, the funds cannot meet the 90-day deadline under NI 81-106.

The Ontario Securities Commission granted the requested relief, extending the filing and delivery deadline to 180 days after the funds' financial year-end, subject to certain conditions.

The applicant, on behalf of existing and future mutual funds, applied to the Ontario Securities Commission for exemptive relief from certain provisions of National Instrument 81-102.

The requested relief would permit the funds to invest in securities of exchange-traded funds listed on United States stock exchanges that are not index participation units, are not subject to NI 81-102, and are not reporting issuers in Canada.

The Commission granted the requested exemption, finding that the investments would increase diversification and pose limited risk, subject to conditions including a 10% net asset value limit on such investments.

The Filer, TRUBAR Inc., applied to the Ontario Securities Commission for an order to cease to be a reporting issuer in all jurisdictions of Canada where it is a reporting issuer.

The Filer represented that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and its securities are not traded on any marketplace.

The principal regulator granted the order, finding that the Filer met the test set out in the legislation.

Loncor Gold Inc. applied to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer in all jurisdictions of Canada where it is a reporting issuer.

The Filer represented that its outstanding securities are beneficially owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and that its securities are not traded on any marketplace.

The principal regulator was satisfied that the test under the legislation was met and granted the order.

The issuer applied to the Ontario Securities Commission for a partial revocation of a failure-to-file cease trade order.

The issuer is undergoing CCAA proceedings and required the partial revocation to complete a transaction involving the issuance of new shares to a stalking horse bidder.

The Commission granted the partial revocation order solely to permit trades necessary for the transaction, subject to conditions including notice to the purchaser.

The filer, a French corporation, applied for exemptive relief from the prospectus and dealer registration requirements under Ontario securities legislation.

The relief was sought to allow the filer to distribute units of a French collective shareholding vehicle to its Canadian employees as part of a global employee share offering.

The Ontario Securities Commission granted the requested exemptions, subject to conditions regarding the first trade of the units or underlying shares.

The applicant, 1832 Asset Management L.P., applied for exemptive relief from the multi-tier fund-of-fund restriction in paragraph 2.5(2)(b) of National Instrument 81-102.

The relief was sought to permit a three-tier structure where a top fund invests in a reference fund, which in turn invests more than 10% of its net asset value in a third-tier fund.

The Ontario Securities Commission granted the requested relief, subject to conditions including no duplication of management fees and compliance with continuous disclosure requirements.

The applicant, Hamilton Capital Partners Inc., applied on behalf of the Hamilton Enhanced Bitcoin DayMAX ETF for exemptive relief from paragraphs 2.5(2)(a.1) and 2.5(2)(c) of National Instrument 81-102.

The relief was sought to permit the Fund to invest up to 100% of its net asset value in shares of the iShares Bitcoin Trust (IBIT), which is not subject to NI 81-102 and is not a reporting issuer in any Canadian jurisdiction.

The Ontario Securities Commission granted the exemption, subject to conditions including that IBIT remains a reporting issuer in the United States and the Fund's investment remains consistent with its investment objectives and other NI 81-102 restrictions.

The Filer applied to the Ontario Securities Commission for exemptive relief on behalf of certain investment funds from the financial statement filing and delivery deadlines under National Instrument 81-106.

The funds invest primarily in underlying funds that have financial reporting deadlines that align with or extend beyond the funds' own deadlines, making it impossible to finalize their financial statements in time.

The Commission granted the requested relief, extending the annual filing and delivery deadline to 120 days and the interim deadline to 90 days, subject to conditions.

The applicant sought an exemption from the take-over bid and issuer bid requirements under Part 2 of NI 62-104 for acquisitions of its common shares.

The applicant argued that its dental principals, who operate as independent contractors due to legal requirements, should be treated similarly to employees for the purpose of the 50-securityholder exemption limit.

The principal regulator granted the exemption, provided the applicant remains a non-reporting issuer, there is no published market for the shares, and the number of shareholders (excluding employees and dental principals) does not exceed 50.