OSC 2019

The applicants sought exemptive relief from continuous disclosure, certification, and insider reporting requirements for a subsidiary following its acquisition via a plan of arrangement.

As the subsidiary became wholly-owned and its only outstanding public securities were warrants exercisable for the parent company's shares, the Ontario Securities Commission granted the requested exemptions.

The relief was made subject to conditions, including that the parent company continues to meet its reporting obligations and the subsidiary files notices relying on the parent's disclosures.

The applicant, YTM Capital Asset Management Ltd., applied on behalf of the YTM Capital Fixed Income Alternative Fund and future alternative mutual funds for an exemption from the short selling restrictions in National Instrument 81-102.

The applicant sought to permit the funds to short sell government securities up to a maximum of 300% of the funds' net asset value to hedge against interest rate risk.

The Ontario Securities Commission granted the requested exemptive relief, subject to conditions including that the aggregate exposure to short selling, cash borrowing, and specified derivatives not exceed 300% of the funds' net asset value.

The manager of the YTM Capital Fixed Income Alternative Fund applied for exemptive relief under section 6.1 of National Instrument 81-101.

The applicant sought relief from subsection 2.1(2), which prohibits filing a prospectus more than 90 days after the receipt for the preliminary prospectus.

The Director of the Ontario Securities Commission granted the exemption, subject to the condition that the prospectus be filed no later than June 7, 2019.

Fidelity Investments Canada ULC applied for exemptive relief to extend the lapse date of the simplified prospectus for its August Funds from August 31, 2019, to November 1, 2019.

The extension was sought to align the renewal of the August Funds Prospectus with the Fidelity Funds Prospectus, allowing them to be consolidated into a single document.

The Ontario Securities Commission granted the requested relief, finding it would not be prejudicial to the public interest.

Claret Asset Management Corporation applied for exemptive relief from the substantial securityholder investment restrictions under subsections 111(2)(b) and 111(4) of the Securities Act (Ontario).

The Filer sought to implement a multi-fund structure allowing its top funds to invest more than 20% of their net asset value in underlying funds, including a Cayman Master Fund, to achieve economies of scale and tax optimization.

The Ontario Securities Commission granted the requested relief, subject to several conditions including prospectus exemption requirements, objective pricing, and disclosure obligations.

The filer applied for exemptive relief to extend the lapse date of the simplified prospectus for several mutual funds.

The extension would allow the filer to consolidate the renewal of these funds' prospectus with another group of funds managed by the filer, reducing costs and streamlining disclosure.

The principal regulator granted the exemption, finding it would not be prejudicial to the public interest.

The Filer, SEMAFO (Holding) Limited, applied to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer in all jurisdictions of Canada in which 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 granted the order.

The filer applied to the Ontario Securities Commission for an extension of the 90-day period under subsection 2.1(2) of National Instrument 81-101 to file a mutual fund prospectus.

The Director granted the requested exemption, to be evidenced by the issuance of a receipt for the prospectus filed on February 15, 2019.

The Filer, Picton Mahoney Asset Management, applied for exemptive relief to permit its Top Funds to invest in Underlying Funds, including Public Funds, which would otherwise be prohibited by the investment restrictions in the Securities Act.

The Ontario Securities Commission granted the requested relief, revoking and replacing a prior decision, subject to several conditions including that the investments are compatible with the Top Funds' objectives, no duplicative fees are charged, and appropriate disclosure is provided to investors.

The Filer applied for exemptive relief to approve the merger of two terminating mutual funds into two continuing mutual funds under paragraph 5.5(1)(b) of NI 81-102.

The mergers did not meet all pre-approval criteria under section 5.6 because the investment objectives and fee structures were not substantially similar, and the mergers would not be completed on a tax-deferred basis.

The principal regulator granted the requested approval, finding that the mergers would provide a more streamlined product line-up and benefit securityholders.

The Filer applied for an exemption from the financial statement requirements in Section 8.4 of National Instrument 51-102 for a business acquisition report regarding the acquisition of certain loan interests.

The Filer argued that historical financial statements for the acquired loans were unavailable and impracticable to produce.

The Ontario Securities Commission granted the exemption, permitting the Filer to include alternative financial information, including an audited statement of assets acquired, in the business acquisition report.

The applicant, AGF Investments Inc., applied to the Ontario Securities Commission for exemptive relief under paragraph 5.5(1)(b) of National Instrument 81-102 to approve the mergers of several terminating mutual funds into continuing mutual funds.

The mergers did not meet all criteria for pre-approved reorganizations under section 5.6 of NI 81-102 due to differences in investment objectives, fee structures, and tax treatment.

The Commission granted the requested relief, subject to the applicant obtaining prior approval from the securityholders of the terminating funds at a special meeting.

The applicant, Caldwell Investment Management Ltd., applied for exemptive relief from the self-dealing restrictions in section 13.5(2)(b)(ii) of National Instrument 31-103.

The relief was sought to permit an investment fund managed by the applicant to sell certain illiquid portfolio holdings to a related corporation in order to raise cash for the fund's wind-up.

The Ontario Securities Commission granted the exemption, subject to conditions including that the sale be at fair value supported by an independent valuation report and that no remuneration be received by the applicant for the sale.

The applicant, Brandes Investment Partners & Co., sought approval under paragraph 5.5(1)(b) of National Instrument 81-102 to merge several terminating mutual funds into continuing funds.

Regulatory approval was required because the mergers did not satisfy all criteria for pre-approved reorganizations under section 5.6, specifically regarding substantially similar investment objectives and tax-deferred status for one of the mergers.

The Ontario Securities Commission granted the requested exemptive relief, finding the mergers beneficial to unitholders due to streamlined product offerings, reduced costs, and increased portfolio diversification.

Big 8 Split Inc. applied to the Ontario Securities Commission for an order declaring that it has ceased to be a reporting issuer in all jurisdictions of Canada.

The applicant represented that it has fewer than 51 securityholders worldwide, its securities are not traded on any marketplace, and it has no intention to seek public financing.

The Commission granted the order, finding that the test under the legislation was met.

Pershing 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 where it holds that status.

The Filer provided evidence 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 found that the statutory test was met and granted the requested order.

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 distribution of common shares.

The Commission granted the requested relief, subject to conditions including trading volume requirements and specific disclosure obligations.

The Commission also granted confidentiality relief, keeping the application and decision confidential until the earliest of the date the Filers enter into an Equity Distribution Agreement, the date confidentiality is no longer needed, or 90 days after the decision.

The Filers applied for exemptive relief from certain custody requirements in National Instrument 81-102 Investment Funds.

Specifically, they sought permission to appoint the Royal Canadian Mint and its sub-custodian as sub-custodians to hold the Funds' physical bullion in Canada, despite these entities not meeting the standard qualifications for sub-custodians under the Instrument.

The principal regulator granted the requested relief, subject to conditions regarding shareholder equity thresholds, monitoring, and reporting.

The Filers applied to the Ontario Securities Commission for exemptive relief from continuous disclosure, certification, and insider reporting requirements following a plan of arrangement where Emblem Corp. became a wholly-owned subsidiary of Aleafia Health Inc. The Commission granted the requested relief, subject to conditions including that Aleafia remains a reporting issuer, files required continuous disclosure documents, and concurrently sends disclosure materials to holders of Emblem's outstanding warrants, compensation options, and debentures.

DowDuPont Inc. applied for an exemption from the prospectus requirement under section 53 of the Securities Act in connection with the proposed spin-offs of its subsidiaries, Dow Inc. and Corteva, Inc. The spin-offs would be effected by way of a dividend in specie to shareholders resident in Canada.

The Ontario Securities Commission granted the exemption, provided that the first trade in the distributed shares is deemed a distribution subject to section 2.6 of National Instrument 45-102.