Court File and Parties

COURT FILE NO.: CV-23-00700789-00CL DATE: 20230728 SUPERIOR COURT OF JUSTICE – ONTARIO – COMMERCIAL LIST

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c. S.5, as amended

RE: ONTARIO SECURITIES COMMISSION, Applicant AND: BRIDGING FINANCE INC., DAVID SHARPE, NATASHA SHARPE and ANDREW MUSHORE, Respondents

BEFORE: Peter J. Osborne J.

COUNSEL: Mark Bailey and Nicole Fung, for the Applicant, OSC Alistair Crawley, Melissa MacKewn, Alexandra Grishanova, Brian Greenspan and Naomi Lutes, for the Respondent David Sharpe Lawrence Thacker, Jonathan Chen and Mari Galloway, for the Respondent, Natasha Sharpe David Hausman and Jonathan Wansbrough, for the Respondent, Andrew Mushore John L. Finnigan and Erin Pleet, for the Receiver of Bridging Finance Inc.

HEARD: July 24, 2023

Endorsement

[1] The Ontario Securities Commission seeks, by way of this motion brought in writing only, an order providing for the issuance of Letters of Request in Commissions pursuant to s. 152 of the Securities Act, as set out in the draft order sought.

[2] Defined terms in this Endorsement have the meaning given to them in the motion materials unless otherwise stated.

[3] The OSC commenced a proceeding before the Capital Markets Tribunal regarding Bridging Finance Inc. by Statement of Allegations and Notice of Hearing dated March 31, 2022. The position of the OSC is that both Errol Dennis McCluskey, who resides in British Columbia, and Rishi Gautam, who resides in the State of Massachusetts, United States of America, have evidence relevant to the allegations made which is therefore necessary for the adjudication of the CMT Proceeding.

[4] None of the Respondents opposes the relief sought.

[5] The OSC relies upon the affidavit of Daniel Tourangeau sworn June 6, 2023 together with the exhibits thereto. It states that McCluskey was a senior advisor at Bridging and a member of its Credit Committee which approved Bridging loans. It further states that Gautam controls the number of entities which were Bridging borrowers and that the Respondents attempted to justify alleged misappropriations by falsely representing that certain funds came from a loan from one of Gautam’s companies.

[6] Accordingly, the OSC submits that the anticipated evidence of each of these two individuals will assist the hearing panel in the CMT Proceeding in making findings relevant to the allegations of the OSC.

[7] Section 152 of the Securities Act authorizes the OSC to apply to this Court for an order in the form now sought, both appointing a person to take the evidence of a witness outside in Ontario and also for providing the issuance of Letters of Request.

[8] Subsection 152(2) of the Securities Act directs that the practice and procedure in connection with s. 152 appointments shall, as far as possible, be the same as those that govern civil proceedings in this Court. Those in turn are governed by Rule 34.07 of the Rules of Civil Procedure.

[9] The British Columbia Securities Act provides for the gathering of evidence of a resident of that province for use in a proceeding before securities Tribunal outside the province. It provides that the British Columbia Supreme Court may issue an order requiring a person residing there to give evidence in a proceeding before a securities regulator upon receipt of a letter of request from the court in the jurisdiction where the hearing is taking place.

[10] The proposed examinations would take place by video and audio link at the offices of the British Columbia Securities Commission in respect of McCluskey and at the offices of local counsel for the OSC in Massachusetts in respect of Gautam.

[11] I am satisfied that the relief sought should be granted.

[12] The Letters of Request and Commissions attached to the draft order accord with Rule 34.07(2). I am satisfied that each of the two proposed witnesses has relevant evidence to provide in the context of the CMT Proceeding. The proposed Adjudicators who would take the evidence of these two witnesses constitute the panel of the CMT conducting the hearing in respect of the OSC allegations. It is appropriate that they be appointed as commissioners to take the oaths of the proposed witnesses.

[13] Order to go in the form signed by me today which is effective immediately and without the necessity of issuing and entering.

Osborne J.