Ontario Securities Commission

The Filer applied for exemptive relief on behalf of several mutual funds to permit them to invest in securities of existing and future U.S.-listed exchange-traded funds that are not index participation units.

The principal regulator granted the relief, subject to conditions including that the investment aligns with the funds' objectives, does not exceed 10% of net asset value, and that the underlying ETFs are subject to the U.S. Investment Company Act.

The Filer, Brookfield Property Preferred Equity Inc., applied to the Ontario Securities Commission for an order that it has ceased to be a reporting issuer in all jurisdictions of Canada.

The principal regulator found that the Filer met the requirements, including having fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, and granted the order.

The Filer 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 principal regulator found that the Filer met the statutory test, noting 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 application was granted.

Bitfarms Ltd. applied for exemptive relief from the requirement that an issuer must not have been subject to a cease trade order for more than 30 consecutive days in the preceding three years to be eligible for the well-known seasoned issuer (WKSI) regime under National Instrument 44-102.

The Filer had been subject to a cease trade order regarding its shareholder rights plan, which was adopted in response to a hostile takeover bid.

The Ontario Securities Commission granted the exemption, subject to conditions, noting that the cease trade order was limited in scope and did not arise from continuous disclosure or financial reporting deficiencies.

The Filer applied for exemptive relief on behalf of several existing and future exchange-traded funds (ETFs) to permit each ETF to invest up to 100% of its total assets in the securities of a single Specified Public Issuer, contrary to the concentration restrictions in subsections 2.1(1) and 2.1(1.1) of National Instrument 81-102.

The application sought to revoke and replace a prior decision to expand the definition of 'Specified Public Issuer' to include issuers headquartered in specified international jurisdictions beyond the United States.

The Ontario Securities Commission granted the requested relief, subject to conditions including specific prospectus disclosure requirements and ensuring the ETFs are not used as financing vehicles by the underlying issuers.

The Filer applied for exemptive relief on behalf of its existing and future mutual funds that offer exchange-traded fund (ETF) securities.

The requested relief included exemptions from the requirement to file a long form prospectus, the requirement to include an underwriter's certificate, certain take-over bid requirements, borrowing restrictions to fund distributions, and the requirement to treat ETF and mutual fund securities as a single fund for sales and redemptions compliance.

The Ontario Securities Commission granted the requested relief, subject to specified conditions, and revoked previous decisions that only applied to funds offering both mutual fund and ETF securities.

Titan Minerals Limited applied for an order to cease to be a reporting issuer in Ontario, British Columbia, Alberta, and Québec.

The Filer is an Australian company with no material connection to Canada other than a small number of Canadian securityholders holding approximately 3.21% of its outstanding ordinary shares.

The principal regulator granted the order, finding that the Filer met the requirements under the applicable securities legislation.

The Filer applied to the Ontario Securities Commission for an order to cease being a reporting issuer in all jurisdictions of Canada.

The Filer represented that it is not an OTC reporting issuer, has fewer than 15 securityholders in each Canadian jurisdiction, and its securities are not traded on any marketplace.

The principal regulator was satisfied that the statutory test was met and granted the order.

The Filers applied for an exemption from the restrictions in paragraphs 4.1(1)(a) and (b) of National Instrument 31-103 to permit a representative to be dually registered as an advising representative of Quintessence Wealth while also acting as the Ultimate Designated Person, Chief Compliance Officer, advising representative, and director at ZLC Wealth Inc. for a limited period.

The dual registration is required to facilitate the transfer of all client accounts from ZLC to Quintessence Wealth.

The Ontario Securities Commission granted the exemption, subject to conditions including adequate supervision, sufficient time and resources, conflict of interest policies, and written disclosure to clients.

Mijem Newcomm Tech Inc. applied to the Ontario Securities Commission for a revocation of a failure-to-file cease trade order issued on December 4, 2024.

The Issuer had failed to file its annual financial statements and other continuous disclosure documents.

Having subsequently filed all required documents, paid all outstanding fees, and provided an undertaking regarding future restructuring transactions, the Principal Regulator was satisfied that the statutory test was met.

The failure-to-file cease trade order was revoked.

Middlefield Limited applied for exemptive relief on behalf of its investment funds from certain provisions of National Instrument 81-102.

The requested relief would permit the funds to invest in U.S. exchange-traded funds that are not index participation units, and to invest more than 10% (or 20% for alternative/non-redeemable funds) of their net asset value in debt obligations issued or guaranteed by Fannie Mae or Freddie Mac.

The Ontario Securities Commission granted the requested exemptions, subject to conditions including concentration limits, rating requirements, and prospectus disclosure obligations.

The applicant, LongPoint Asset Management Inc., applied on behalf of the Return Stacked® Global Balanced & Macro ETF for exemptive relief to extend the lapse date of the ETF's prospectus from January 30, 2026, to April 30, 2026.

The extension was requested to align the prospectus renewal with the completion of the ETF's audited annual financial statements, thereby avoiding the recurring costs of reviewing unaudited interim financial statements.

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

The Filer, Ontario Power Generation Inc., applied for an exemption from the requirement under National Instrument 52-107 to prepare its financial statements in accordance with Canadian GAAP and IFRS.

The Filer carries on rate-regulated activities and currently prepares its financial statements in accordance with U.S. GAAP under a previous exemption.

The Principal Regulator granted the exemption, allowing the Filer to continue using U.S. GAAP until the earlier of January 1, 2032, the cessation of its rate-regulated activities, or a specified period after the mandatory application of a new IFRS standard for rate-regulated activities.

Altus Group Limited applied to the Ontario Securities Commission for exemptive relief from certain requirements under National Instrument 62-104 in connection with a proposed issuer bid by way of a modified Dutch auction.

The applicant sought relief from the proportionate take up requirement, the proportionate take up disclosure requirement, and the extension take up requirement.

The Commission granted the requested exemptions, subject to conditions including that the applicant takes up and pays for shares as described in its circular and remains eligible for the liquid market exemption.

AGF Investments Inc. applied for exemptive relief on behalf of its managed investment funds to permit them to invest in the AGF NHC Tactical Alpha Fund, a related investment fund.

The relief sought exemptions from the fund-of-fund restrictions in NI 81-102, the related issuer investment restrictions in the Securities Act (Ontario), and the consent requirements in NI 31-103.

The Ontario Securities Commission granted the requested relief, subject to conditions including compliance with illiquid asset restrictions, independent review committee approval, and specific disclosure requirements.

RBC Global Asset Management Inc. applied for exemptive relief on behalf of certain investment funds to permit them to invest in affiliated RBC Private Market Funds.

The relief sought exemptions from conflict of interest investment restrictions, control restrictions, and reporting requirements under National Instrument 81-102 and National Instrument 31-103.

The Ontario Securities Commission granted the requested relief, subject to conditions ensuring the investments are treated at arm's length, are subject to independent review committee approval, and comply with liquidity and valuation requirements.

The Filer, a registered portfolio manager, applied for exemptive relief under National Instrument 31-103 to permit the merger of the Terminating Fund into the Continuing Fund.

The merger required an exemption from the prohibition against a registered adviser knowingly causing an investment portfolio to purchase or sell a security from or to another investment portfolio managed by the same adviser.

The principal regulator granted the exemption, finding that the merger was in the best interests of the funds and that potential conflicts of interest were adequately addressed.

The Filer, Dream Residential Real Estate Investment Trust, applied for an order to cease being a reporting issuer in all jurisdictions of Canada where it is currently 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, the Ontario Securities Commission, found that the test under the securities legislation was met and granted the requested order.

The Filer, Tobias Lütke, applied to the Ontario Securities Commission for an exemption from the prospectus requirement to permit the sale of Class A Shares of Shopify Inc. under an automatic securities disposition plan (ASDP).

As a control person, the Filer would otherwise be subject to the prospectus requirement or the conditions of the exemption for control trades under section 2.8 of NI 45-102, which would impede the operation of the ASDP.

The Commission granted the exemptive relief, subject to conditions including that sales not exceed 2% of outstanding Class A Shares and that the ASDP comply with staff guidance.

Confidentiality relief was also granted.

The Filer applied for exemptive relief to permit Goodwood Capital Fund to maintain the suspension of redemptions, suspend weekly net asset value calculations, and hold illiquid assets exceeding 15% of its net asset value.

The relief was sought to facilitate a cash subscription by a new investor, which would allow existing unitholders to redeem their units and prevent the forced liquidation of the Fund's illiquid assets at a discount.

The Ontario Securities Commission granted the requested relief, subject to conditions including the resumption of redemptions and NAV calculations upon completion of the subscription.