OSC 2012

The applicant, AlphaPro Management Inc., applied for exemptive relief on behalf of existing and future mutual funds (the Top Funds) from certain provisions of National Instrument 81-102.

The applicant sought relief from the fund of funds restrictions to permit the Top Funds to invest in exchange traded mutual funds that are not subject to National Instrument 81-101, and to pay brokerage commissions in relation to the purchase and sale of these securities on a recognized exchange.

The Ontario Securities Commission granted the requested relief, subject to conditions including that the Top Funds do not short sell securities of the underlying funds and that the underlying funds do not rely on certain other exemptive relief.

The applicant, a U.S. public company, applied for an exemption from the prospectus requirements under section 53 of the Securities Act to distribute shares of its wholly-owned subsidiary to its shareholders as a dividend in specie.

The distribution was part of a spin-off transaction.

The Ontario Securities Commission granted the exemption, noting that the applicant had a de minimis presence in Canada, the subsidiary would become an independent public company in the Netherlands, and no investment decision was required from Canadian shareholders.

The applicants sought exemptive relief under section 5.5(1)(b) of National Instrument 81-102 to permit the merger of the Terminating Fund into the Continuing Fund.

The merger did not meet all pre-approval criteria because it could not be carried out as a tax-deferred transaction, as the Terminating Fund did not qualify as a mutual fund trust under the Income Tax Act.

The Ontario Securities Commission granted the requested relief, noting that securityholders were provided with timely and adequate disclosure and that the merger would provide benefits including tax advantages and reduced administrative costs.

The applicant, First Asset Investment Management Inc., applied on behalf of the First Asset Morningstar Emerging Markets Composite Bond Index ETF for exemptive relief from sections 2.1(1), 2.5(2)(a), and 2.5(2)(c) of National Instrument 81-102.

The relief was sought to permit the exchange-traded mutual fund to enter into forward purchase and sale agreements to gain 100% exposure to the portfolio of a reference fund, which is not subject to NI 81-101 or NI 81-102 and is not qualified for distribution in the same jurisdictions.

The Ontario Securities Commission granted the requested exemption, subject to conditions including that the reference fund operates in accordance with NI 81-102 and its securities are distributed only to the counterparty under the forward agreement.

The applicants sought an exemption from paragraphs 2.5(2)(a) and (c) of National Instrument 81-102 to permit four mutual funds to invest up to 10% of their net assets in an Ontario-domiciled mutual fund that holds Qualified Foreign Institutional Investor status in China.

The principal regulator granted the exemption, subject to conditions including compliance with Parts 2, 4, and 6 of NI 81-102, concentration restrictions, and portfolio disclosure requirements.

Wand Capital Corporation applied to the Ontario Securities Commission and the Alberta Securities Commission for a decision that it is no longer a reporting issuer.

The applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, and its securities are not traded on a marketplace.

The Manager of Corporate Finance granted the application, ordering that the applicant is not a reporting issuer.

The Applicant, Extract Resources Limited, applied for a decision under the securities legislation of multiple jurisdictions that it is no longer a reporting issuer.

The Decision Makers were satisfied that the Applicant met the necessary criteria, including having fewer than 51 security holders in Canada and no securities traded on a marketplace.

The application was granted, and the Applicant was ordered to no longer be a reporting issuer.

Duran Ventures Inc. applied for exemptive relief from the definition of 'venture issuer' under various National Instruments.

The Filer, whose common shares are listed on the TSX Venture Exchange, sought to list its shares on the Risk Capital Segment of the Lima Stock Exchange without losing its venture issuer status in Canada.

The principal regulator granted the relief, noting that the Lima Exchange is a junior market with requirements modeled after the TSXV, provided the Filer maintains its TSXV listing and the Lima Exchange remains a junior market.

The Applicant, Goldbrook Ventures Inc., applied for a decision under the securities legislation of Ontario and Alberta that it is not a reporting issuer.

The Decision Maker was satisfied that the Applicant met the test contained in the legislation, as its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, its securities are not traded on a marketplace, and it is not in default of any obligations as a reporting issuer.

The application was granted and the Applicant was ordered to not be a reporting issuer.

The applicant, Man Investments Canada Corp., applied on behalf of GLG EM Income Fund for exemptive relief from certain provisions of National Instrument 81-102 and National Instrument 81-104.

The requested relief sought to permit the fund to gain exposure to a bottom fund that engages in short selling, and to allow the fund to calculate its purchase price based on a weekly valuation date.

The Ontario Securities Commission granted the requested relief, subject to conditions including strict controls on short selling and specific disclosure requirements.

The Manager applied for exemptive relief under National Instrument 81-102 to approve the mergers of several terminating mutual funds into continuing funds.

The mergers did not meet all pre-approval criteria because certain funds lacked substantially similar investment objectives or fee structures, some were not tax-deferred transactions, and certain prospectus delivery requirements were not met.

The Ontario Securities Commission granted the requested relief, finding that securityholders were provided with timely and adequate disclosure and that the mergers would achieve a fair and reasonable result.

The filer applied for exemptive relief on behalf of a commodity pool from the seed capital requirements under National Instrument 81-104.

The principal regulator granted the relief, permitting the manager to redeem its seed investment provided the pool has received at least $5 million in subscriptions from other investors and the manager maintains the required working capital.

The Applicant, HSBC Financial Corporation Limited, applied for a decision under the securities legislation of multiple jurisdictions that it is no longer a reporting issuer.

The Applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, and that its securities are not traded on a marketplace.

The Ontario Securities Commission granted the requested relief, ordering that the Applicant is not a reporting issuer.

The Applicant applied for a decision under the securities legislation of multiple jurisdictions that it is not a reporting issuer.

The Applicant represented that its outstanding securities are beneficially owned by fewer than 15 security holders in each jurisdiction and fewer than 51 in total in Canada, and its securities are not traded on a marketplace.

The Decision Maker found the statutory test was met and ordered that the Applicant is not a reporting issuer.

The applicant, Energy Fuels Inc., applied for exemptive relief from certain requirements of National Instrument 52-107 regarding acceptable accounting principles and auditing standards in connection with a significant acquisition.

The applicant sought to use International Standards on Auditing for the acquired business's financial statements, avoid reconciling those statements to Canadian GAAP, and prepare pro forma statements in accordance with IFRS.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the preparation and auditing of the financial statements and the inclusion of specific auditor statements.

The Filer applied for exemptive relief from the requirement under Section 8.4 of National Instrument 51-102 to include certain interim financial statements of a subsidiary, White Canyon Uranium Limited, in its management information circular and business acquisition report.

The Filer argued that including these statements would be confusing and potentially misleading due to a recent corporate reorganization and the consolidation of the subsidiary's operations into another entity's financial statements.

The Ontario Securities Commission granted the requested relief.

The Filer applied for exemptive relief from the requirement under Section 8.4 of National Instrument 51-102 to include certain interim financial statements of its subsidiary, White Canyon Uranium Limited, in a management information circular.

The circular was prepared for a special meeting to approve a plan of arrangement involving the disposition of the Filer's U.S. mining division.

The Ontario Securities Commission granted the requested relief, satisfied that the inclusion of the prescribed financial statements of the operating subsidiary entity and pro forma financial statements of the issuer would provide complete and substantially similar disclosure without being misleading.

The Filer applied for exemptive relief from certain requirements in National Instrument 52-107 regarding acceptable accounting principles and auditing standards.

Specifically, the Filer sought relief from the requirement to reconcile acquisition statements to Canadian GAAP and to have them audited in accordance with Canadian or US GAAS.

The Ontario Securities Commission granted the requested relief, permitting the use of International Standards on Auditing and the preparation of pro forma financial statements in accordance with IFRS.

Energy Fuels Inc. applied for exemptive relief from certain requirements in National Instrument 52-107 regarding acceptable accounting principles and auditing standards.

The applicant sought to use Australian Auditing Standards for the acquired business's financial statements, to be exempt from reconciling those statements to Canadian GAAP, and to prepare pro forma financial statements in accordance with IFRS.

The Ontario Securities Commission granted the requested relief, subject to conditions regarding the auditor's report and the preparation of pro forma statements.

Energy Fuels Inc. applied for exemptive relief from the requirement under section 8.4 of National Instrument 51-102 to include certain interim financial statements of White Canyon Uranium Limited in its management information circular and business acquisition report.

The application was made in connection with a proposed transaction to acquire White Canyon and Denison Mines Holdings Corp. The Ontario Securities Commission granted the requested relief, finding that the inclusion of the separate financial statements would not be helpful and could be misleading to shareholders.