Ontario Securities Commission

Arkema S.A. applied to the Ontario Securities Commission for exemptive relief from the prospectus and dealer registration requirements in connection with a global employee share offering.

The offering allows Canadian employees to subscribe for units of a temporary fonds commun de placement d'entreprise (FCPE), which will purchase ordinary shares of the filer.

The principal regulator granted the requested relief, subject to conditions regarding the first trade of the units or shares acquired by Canadian participants.

The filer applied for exemptive relief on behalf of existing and future investment funds to permit them to invest in related underlying funds and underlying investments that provide exposure to private market asset classes.

The principal regulator granted the requested relief from various conflict of interest, related issuer, and concentration restrictions under securities legislation, subject to several conditions including independent review committee approval and compliance with illiquid asset restrictions.

Reunion Gold Corporation applied to the Ontario Securities Commission for an order declaring that it has ceased to be a reporting issuer in all applicable Canadian jurisdictions.

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 statutory test was met and granted the requested order.

The Filer applied for exemptive relief on behalf of several Top Funds to permit them to invest in Underlying Funds that are not subject to NI 81-102 or NI 81-107, and which may hold more than 10% of their net asset value in Third Tier Funds.

The Filer sought exemptions from the fund-of-funds restrictions in sections 2.5(2)(a), (b), and (c) of NI 81-102.

The Ontario Securities Commission granted the requested relief, subject to several conditions, including that the Top Funds' independent review committees approve the investments, that there be no duplication of fees, and that the Filer maintain policies to manage liquidity and redemption risks associated with the three-tier structure.

The applicant, Craft 1861 Global Holdings Inc., applied for a partial revocation of a failure-to-file cease trade order issued by the Ontario Securities Commission.

The partial revocation was sought solely to permit trades necessary to complete a court-approved plan of arrangement whereby Nano Cures International, Inc. would acquire all issued and outstanding securities of the applicant.

The Commission was satisfied that the partial revocation met the statutory test and granted the order, subject to conditions including providing notice and obtaining acknowledgements from the acquirer.

The applicant, Embark Student Corp., applied on behalf of the Flex First Plan and Family Single Student Education Savings Plan for an order under securities legislation that the Plans have ceased to be reporting issuers in all applicable Canadian jurisdictions.

The Ontario Securities Commission, acting as the principal regulator, noted that the Plans had fewer than 15 securityholders in each jurisdiction and no securities traded on a marketplace.

The Commission was satisfied that the test under the legislation was met and granted the requested order.

The applicant, Neighbourly Pharmacy Inc., applied to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer in all jurisdictions of Canada.

Following a court-approved plan of arrangement, all of the applicant's issued and outstanding common shares were acquired by a newly-formed entity, and its shares were delisted from the Toronto Stock Exchange.

The applicant's outstanding securities are beneficially owned by fewer than 15 securityholders in each jurisdiction of Canada and fewer than 51 worldwide.

The Commission was satisfied that the test under the securities legislation was met and granted the order.

The applicant manager applied on behalf of current and future investment funds for exemptive relief from the concentration restriction in subsection 2.1(1) of National Instrument 81-102.

The requested exemption would permit the funds to invest up to 20% or 35% of their net asset value in highly rated evidences of indebtedness issued or guaranteed by foreign supranational agencies or governments.

The principal regulator granted the exemption, finding it would better enable the funds to achieve their investment objectives by providing access to high-quality foreign government bond markets, subject to conditions including disclosure of the associated concentration risks in the funds' simplified prospectuses.

The Filer, Silver Mountain Resources Inc., applied to the Ontario Securities Commission for exemptive relief from certain continuous disclosure, corporate governance, and special transaction requirements applicable to non-venture issuers.

Although the Filer's securities are listed on the TSX Venture Exchange, its listing on the Risk Capital Segment of the Lima Stock Exchange in Peru disqualified it from the definition of a 'venture issuer'.

The Commission granted the requested relief, allowing the Filer to be treated as a venture issuer, on the condition that the Lima Exchange segment remains a junior market and the Filer continues to comply with TSXV requirements.

The filer, an investment fund manager, applied for exemptive relief to extend the lapse date of the prospectus for certain exchange-traded funds from August 30, 2024, to September 22, 2024.

The extension was sought to align the renewal of this prospectus with another prospectus for different funds managed by the filer, thereby reducing costs and streamlining disclosure.

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

The applicant, a mutual fund structured as a corporation, applied for an exemption from subsection 2.2(d) of National Instrument 44-101 to permit it to file a short form or shelf prospectus despite not having current annual financial statements or a current Annual Information Form (AIF).

The applicant had recently completed its initial public offering and had not yet reached its first financial year-end.

The principal regulator granted the exemption, provided the applicant incorporates by reference audited financial statements to a date not more than 90 days before the prospectus date, files a management report of fund performance, and includes disclosure that would have been required in a current AIF.

Royal Fox 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 currently a reporting issuer.

The applicant 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 requested order.

TD Asset Management Inc. applied for exemptive relief on behalf of itself, its affiliates, and certain investment funds (Top Funds) from the investment fund conflict of interest investment restrictions and reporting requirements.

The relief sought to permit the Top Funds to invest a portion of their assets in underlying investment vehicles managed by the Filer or its affiliates that are not reporting issuers or investment funds.

The Ontario Securities Commission granted the requested relief, revoking and replacing previous relief, subject to several conditions including independent valuation, independent review committee approval, and specific disclosure requirements.

Fidelity Investments Canada ULC applied to the Ontario Securities Commission for exemptive relief to extend the lapse date of the simplified prospectus for the Fidelity Global Equity+ Fund.

The extension was requested to align the Fund's prospectus renewal with the November 9, 2024 lapse date of other Fidelity Funds, allowing them to be combined into a single offering document to reduce costs and improve investor comparison.

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

The Filer applied for exemptive relief on behalf of existing and future mutual funds offering ETF Securities.

The requested relief sought an exemption from the requirement to file a long form prospectus for ETF Securities, provided a simplified prospectus and ETF facts document are filed.

Additionally, the Filer sought permission to treat ETF Securities and Mutual Fund Securities as separate funds for compliance with Parts 9, 10, and 14 of National Instrument 81-102.

The Ontario Securities Commission granted the requested exemptive relief, subject to specified conditions regarding prospectus filings and compliance with applicable provisions for exchange-traded and non-exchange-traded mutual funds.

The Filer applied on behalf of two alternative mutual funds for exemptive relief to extend the lapse date of their simplified prospectus from September 7, 2024, to October 16, 2024.

The extension was sought to align the Funds' prospectus renewal with that of six other alternative mutual funds managed by the Filer, thereby reducing costs and streamlining disclosure.

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

The Filer applied for exemptive relief on behalf of existing and future investment funds to permit them to invest up to 10% of their net assets in UCITS and SICAV funds (Underlying Funds) that are not subject to NI 81-102 and are not reporting issuers in Canada.

The Ontario Securities Commission granted the relief, noting that the Underlying Funds are subject to substantially similar regulatory requirements under European Union directives and that the investments would provide an efficient way for the Funds to achieve diversification.

The Filer applied for exemptive relief to extend the time limits for the renewal of the Current ETF Prospectus of the Terminating ETFs to September 6, 2024, the date the ETFs will be terminated and delisted.

The principal regulator granted the relief, finding that it would avoid unnecessary costs and confusion, and would not be prejudicial to the public interest.

Advantagewon Oil Corp. applied to the Ontario Securities Commission for a partial revocation of a failure-to-file cease trade order (FFCTO) issued in May 2023.

The issuer sought the partial revocation to complete a private placement of up to $60,000 by way of secured promissory notes.

The proceeds will be used to bring its continuous disclosure record up to date, pay outstanding fees, and apply for a full revocation of the FFCTO.

The Commission granted the partial revocation order, permitting trades necessary for the offering, subject to conditions including providing subscribers with copies of the FFCTO and the order.

Fidelity Investments Canada ULC applied for exemptive relief on behalf of its mutual funds and ETFs to invest in US Commodity ETFs and US Commodity NRIFs that are not subject to National Instrument 81-102.

The Ontario Securities Commission granted the exemption, revoking and replacing a previous decision, subject to conditions including investment limits and prospectus disclosure requirements.