CI Financial Corp., 2026 CanLII 51839

Ontario Commission des 22^nd Floor 22e étage

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

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

May 29, 2026

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(THE JURISDICTION)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CI FINANCIAL CORP.

(the Filer)

Decision

Background

The securities regulatory authority or regulator in the Jurisdiction (the principal regulator) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) for relief from:

(a) the requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer in each of the following instruments, including the forms thereof (collectively, the Instruments) (the Disclosure Relief):

i. National Instrument 41-101 – General Prospectus Requirements;

ii. National Instrument 51-102 – Continuous Disclosure Obligations (NI 51-102);

iii. National Instrument 52-107 – Acceptable Accounting Principles and Auditing Standards;

iv. National Instrument 52-109 – Certification of Disclosure in Issuer's Annual and Interim Filings;

v. National Instrument 52-110 – Audit Committees; and

vi. National Instrument 58-101 – Disclosure of Corporate Governance Practices;

(b) the formal valuation requirements in sections 4.3 and 5.4 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) (the Valuation Relief); and

(c) the minority approval requirement in section 5.6 of MI 61-101 (the Minority Approval Relief and collectively with the Disclosure Relief and the Valuation Relief, the Exemption Sought).

Securities legislation imposes obligations for all reporting issuers. There are different obligations applicable to reporting issuers who are venture issuers and to those that are non-venture issuers. The Exemption Sought is in connection with the listing of the Filer’s debentures on the Official List of The International Stock Exchange (TISE) under the listing rules (the Listing Rules) of the Qualified Investor Bond Market (the QIBM). The Exemption Sought, if granted, would permit the Filer to comply with the obligations applicable to venture issuers notwithstanding that the Filer does not meet the criteria in the definition of “venture issuer”.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 – Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador (the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 - Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the Business Corporations Act (Ontario) (OBCA).

2. The Filer is a reporting issuer in all of the provinces of Canada and is currently reporting issuer that satisfies the definition of venture issuer in NI 51-102.

3. The Filer is not in default of any applicable securities legislation in any jurisdiction.

4. The Filer’s authorized capital consists of common shares and preference shares of which there are 100,000,000 common shares (the Shares) outstanding and nil preference shares outstanding.

5. Effective August 12, 2025, the Filer completed a statutory plan of arrangement under the OBCA whereby, Accelerate Holdings Corp. (Accelerate) acquired all of the issued and outstanding Shares. Accelerate was subsequently amalgamated with the Filer pursuant to a plan of arrangement with the Filer being the surviving issuer. CI Financial Holdings Ltd. (the Parent) and its affiliates hold all of the issued and outstanding Shares.

6. On August 14, 2025, the Shares were de-listed from the Toronto Stock Exchange and currently the Shares are not listed for trading on any marketplace. No securities of the Filer, including debt securities, are currently listed for trading on any marketplace.

7. Other than the Shares and the following debt securities (collectively, the Debentures) that are outstanding, the Filer has no other securities outstanding:

i. C$150,000,000 aggregate principal amount of 3.904% debentures due 2027;

ii. C$325,000,000 aggregate principal amount of 6.000% debentures due 2027;

iii. C$500,000,000 aggregate principal amount of 4.750% debentures due 2028;

iv. US$675,000,000 aggregate principal amount of 7.500% debentures due 2029;

v. US$908,000,000 aggregate principal amount of 3.200% debentures due 2030;

vi. US$305,000,000 aggregate principal amount of 4.100% debentures due 2051; and

vii. €1,100,000,000 aggregate principal amount of 4.625% notes due 2031 (the New Debentures).

8. Under the terms of the Debentures, the Filer is not subject to any reporting covenants other than the Parent is to provide annual financial statements and related management’s discussion and analysis in a form required by a “venture issuer” under NI 51-102, within 120 days of the fiscal year end and interim financial statements within 60 days of each fiscal quarter.

9. The New Debentures were issued on December 12, 2025 by way of private placement to purchasers in Europe and the United States (the Offering). In accordance with the terms of the Offering, the Filer will seek to list all Debentures on the QIBM of TISE (the Listing). The Listing allows for reliance on an exemption from certain withholding provisions under applicable United Kingdom tax laws.

10. The Filer is not seeking to create an active trading market for the Debentures with retail investors.

11. There are four market segments available on TISE. The QIBM is TISE’s dedicated market for listing debt securities aimed solely at qualified investors, including institutional, professional and other experienced investors. Generally, TISE requirements for QIBM listings are less onerous than for TISE equity listings.

12. The Listing Rules require the Filer to (i) be duly incorporated or otherwise validly established according to the relevant laws of its jurisdiction of incorporation or establishment and (ii) issue and market QIBM-listed debt securities only to qualified investors (as defined in the Listing Rules) and conduct itself in accordance with any applicable laws, rules and regulations to which the Filer is subject, and the Filer does and will continue to, comply with applicable laws and regulations of the Filer’s home jurisdiction.

13. The requirements of the TISE do not allow for trading of debt securities on the QIBM by or on behalf of retail investors that are not qualified investors (as defined in the Listing Rules) residing in Canada or in any other jurisdiction and they do not allow the offering of QIBM-listed debt securities to retail investors that are not qualified investors (as defined in the Listing Rules) residing in Canada or in any other jurisdiction.

14. The information that the Filer has provided regarding the QIBM of TISE and its requirements for the purposes of review by staff of the principal regulator is accurate as of the date of this decision.

15. The Filer monitors the requirements of the Listing Rules on an ongoing basis, and will make any necessary notifications to The International Stock Exchange Authority Limited through its authorized listing agent with TISE, who ensures the Filer fulfils its ongoing obligations under the Listing Rules.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision. The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) the Listing shall be completed;

(b) the Filer complies with the conditions and requirements of Canadian securities legislation applicable to a reporting issuer that satisfies the definition of venture issuer in NI 51-102;

(c) the representations listed in paragraphs 10 to 14 above continue to be true;

(d) the Filer will monitor the representations made in paragraphs 10 through 13 above on an ongoing basis including periodic reviews of the requirements of the Listing Rules, and inform the principal regulator of any material change affecting the truth of said representations;

(e) except for the Listing, the Filer continues to satisfy the definition of “venture issuer” in NI 51-102;

(f) the Filer shall inform the principal regulator of any change regarding the QIBM of TISE in terms of its requirements that would allow QIBM-listed securities to be offered to retail investors that are not qualified investors (as defined in the Listing Rules) or that would allow QIBM-listed securities to be traded by or on behalf of retail investors that are not qualified investors (as defined in the Listing Rules);

(g) in the event an exemption under Canadian securities legislation applies to a requirement in the Instruments applicable to the Filer, and a condition to the exemption requires the issuer to be a venture issuer, the Filer may invoke the benefit of that exemption if the Filer meets the conditions required by the exemption except for the condition that the Filer be a venture issuer;

(h) in the event an exemption under Canadian securities legislation applies to a requirement applicable to the Filer as a reporting issuer who is not a venture issuer in the Instruments, and a condition to the exemption requires the issuer to not be a venture issuer, the Filer does not invoke the benefit of the exemption;

(i) in the event that the Filer publishes an announcement on TISE’s website, it will also file the same announcement on SEDAR+; and

(j) for the purposes of the Minority Approval Relief, in addition to conditions a) through i) above, the Filer complies with the requirement to obtain minority approval in section 5.6 of Regulation 61-101, except that the Filer is entitled to rely on the exemption from the requirement to obtain minority approval set out in subsection 5.7(1)(b) of MI 61-101, despite subsection 5.7(1)(b)(i) of MI 61-101, provided that the other conditions of subsection 5.7(1)(b) of MI 61-101 are satisfied.

"David Surat" David Surat Associate Vice President, Division of Corporate Finance

Ontario Securities Commission OSC File#: App 2025/0732