Re CST Spark Inc., 2018 CanLII 8140

Ontario Commission des 20^th Floor 20e étage

Securities valeurs mobilières 20 Queen Street West 20, rue queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

Web site: www.osc.gov.on.ca

CST Spark Inc.

Attention: Carole Matear

Dear Sirs/Mesdames:

Re: CST Spark Inc. (the Filer)

Preliminary Long Form Prospectus dated August 31, 2017

Canadian Scholarship Trust SmartPlan (the Plan)

Exemptive Relief Application under Part 19 of National Instrument 41-101 General Prospectus Requirements (NI 41-101)

Application No. 2018/0091 SEDAR Project Number 2672383

By letter dated February 20, 2018 (the Application), the Filer, as manager of the Plan, applied on behalf of the Plan to the Director of the Ontario Securities Commission (the Director) under section 19.1 of NI 41-101 for relief from the operation of subsection 2.3(1.1) of NI 41-101, which prohibits an issuer from filing a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus which relates to the final prospectus.

This letter confirms that, based on the information and representations made in the Application, and for the purposes described in the Application, the Director intends to grant the requested exemption to be evidenced by the issuance of a receipt for the Fund’s final prospectus, subject to the condition that the final prospectus be filed by no later than June 1, 2018.

Yours very truly,

“Darren McKall”

Darren McKall – Manager

Investment Funds and Structured Products Branch

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Relief from subsection 2.3(1.1) of National Instrument 41-101 General Prospectus Requirements to file a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1.1), 19.1.