Court File and Parties
COURT FILE NOs.: CV-21-00665194-00CP CV-22-00687490-00CP CV-23-00693650-00CP
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: MARKO STAJIC, MORDECAI BOBROWSKY, and KYLE YAMAMURA, Plaintiffs – and – WAYLAND GROUP CORP. and BENJAMIN ALLAN WARD, Defendants
AND RE: MARKO STAJIC, Plaintiff – and – SCOTT LANGILLE, GERHARD MÜLLER, PAUL PATHAK, ERIC SILVER, MICHAEL STEIN, and JOHN DOES 1-3, Defendants
AND RE: MICHAËL BORDELEAU-TASSILE, Plaintiff – and – CANACCORD GENUITY CORP. and GMP SECURITIES L.P., Defendants
BEFORE: Justice E.M. Morgan
COUNSEL: Andrew Morganti and Jon Bradford, for the Plaintiffs Dana Peebles, for the Litigation Guardian to the Defendant Wayland Group Corp. Lawrence Ritchie and Shawn Irving, for the Defendants Scott Langille, Gerhard Muller, Paul Pathak, Eric Silver, and Michael Stein John Fabello, Gillian Dingle, and Colette Koopman, for the Defendants Canaccord Genuity Corp., GMP Securities L.P. (now known as RF Securities Clearing LP)
HEARD: Motion in writing
LEAVE, CERTIFICATION, AND NOTICE OF SETTLEMENT
1The parties, with the exception of Benjamin Allen Ward (“Ward”), have reached a tentative settlement of these three related actions.
2The Plaintiffs in Court File No. CV-21-00665194-00CP (the “Wayland Action”) and Court File No. CV-22-00687490-00CP (the “Stajic Action”) seek leave to proceed under Part XXIII.1, s. 138.8(1) of the Securities Act, R.S.O. 1990, c. S5 (“OSA”). The Plaintiff in Court File No. 23-CV-00693650-00CP (the “Bordeleau-Tassile Action”), together with the Plaintiffs in the Wayland Action and the Stajic Action, seek certification under section 5(1) of the Class Proceedings Act, 1992, S.O. 1992, c. 6 (“CPA”).
3The Plaintiffs in all three actions also seek approval of their proposed form of Notice of Settlement Approval Hearing advising class members that a settlement has been reached, subject to Court approval, and of the objection deadline and the opt-out deadline, along with the date of the approval hearing (the “First Notice”).
4The three actions are proposed class proceedings relating to misrepresentations that Wayland Group Corp. (“Wayland”) allegedly made to induce investors to purchase its securities between December 13, 2017 and August 2, 2019 (the “Class Period”). The proposed hearing together of the three actions will allow for them to be managed as a single class proceeding settlement. The Class Period is a consolidation of the material facts set out in all three actions plus the addition of Wayland’s final material change report dated August 2, 2019, relating to those allegations.
5After extensive negotiations among the parties, all at arm’s length and represented by experienced counsel, the parties have entered into a Settlement Agreement dated January 22, 2026. The sole remaining non-Settling Defendant – Ward, the former CEO and President of Wayland – has been noted in default. The Plaintiffs’ motion for a default judgment against him is scheduled for March 10, 2026.
6The three actions arise from essentially the same material facts alleging that Wayland (formerly known as Maricann Group Corp.) released core and non-core documents between December 13, 2017 and August 2, 2019, relating to its business operations and its Langton, Ontario cannabis facility. Those documents stated that the facility was being expanded and was on-schedule, on-budget, fully funded, and would commence generating revenues during the Class Period. The Plaintiffs allege that those material facts were not true.
7As described in the Plaintiffs’ Notice of Motion, the alleged misrepresentations were publicly corrected in increments:
(a) On October 1, 2018, Wayland disclosed that it was raising additional capital and allocating $15 million towards the Langton Facility Expansion’s 1st phase when it had previously represented that it was fully-funded and pushed the completion date from 2018 to 2019;
(b) On April 23, 2019, when Wayland issued a statement that it would be forced to delay the release of its annual 2018 financial statements and MD&A; and
(c) On August 2, 2019, when Wayland released a statement announcing that MNP LLP (“MNP”) was resigning as auditor, as a result of an unresolved issue relating to the conduct of Ward. Wayland also announced that Ward has resigned as CEO and director of Wayland. Wayland’s securities became worthless and were delisted.
8The Plaintiffs are individuals who purchased Wayland’s securities during the Class Period.
9The material facts as pleaded in the three actions make it clear that there is a viable cause of action at common law for misrepresentation in the primary market for Wayland securities and under section 130.1 of the OSA for misrepresentation in the secondary market. The requirement of a cause of action under section 5(1)(a) of the CPA is thereby satisfied.
10For the purposes of the proposed settlement, the Class is defined as follows:
‘Settlement Class’ means all persons, other than Excluded Persons, who acquired the Securities on or after December 13, 2017, and held some or all of said Securities as of the close of trading on August 2, 2019.
In the above Class definition:
‘Securities’ means the common shares, units and warrants of Wayland and Maricann, as applicable.
‘Excluded Persons’ means each Settling Defendant, their respective family members, and any businesses in which they have a financial interest, and any investor who falls within the certified Class definition but who validly opts-out of the actions.
11The Class well defined and the Class members are knowable and relatively easily ascertained. The definition satisfies the requirement that there be a definable class under section 5(1)(b) of the CPA.
12For settlement purposes, there is only one proposed common issue:
Did Wayland, or any of the Individual Settling Defendants or John Does 1-3, or the Underwriters, make any misrepresentation or fail to disclose a material change or material fact concerning Wayland, its operations and/or financial status, including in connection with its production facility located in Langton, Ontario and/or its Chief Executive Officer, Ben Ward, during the period of December 13, 2017 to August 2, 2019?
13Given the public disclosures and corrections described in the record, there is a basis in fact on which to base this common issue question. The question satisfies the requirement that there be common issues under section 5(1)(c) of the CPA.
14This is an investors’ action encompassing the claims of many small to medium size investors, many of whom will not have a sufficiently large claim to justify the expense of bringing an individual action. A class action is the preferable procedure in this scenario. The action satisfies the requirement that a class action be the preferable procedure under section 5(1)(d) of the CPA.
15Each of the representative Plaintiffs appears to have a viable claim against the Defendants, and none appear to have any conflict with the Class. I am advised that the representative Plaintiffs are all capable of instructing counsel on behalf of the Class. The Plaintiffs satisfy the requirement that there be suitable representative Plaintiffs under section 5(1)(e) of the CPA.
16In addition to the certification criteria being satisfied, the material facts in the record also satisfy me that there is a reasonable possibility that the Plaintiff will succeed at trial in its claim under section 138.3 of the OSA. The grounds for obtaining leave to proceed are therefore also satisfied.
17The First Notice form is satisfactory. It provides an appropriate, brief description of the claim and settlement, and notifies the Class members of the date and place of the hearing and of their right to object to the Settlement Agreement. It also advises the Class of the right to opt out.
18Furthermore, the dissemination of the First Notice as set out in the Notice Plan is the best that is practicable under the circumstances. Overall, the First Notice constitutes sufficient notice to Class members and satisfies the requirements of notice pursuant to sections 17 through 22, inclusive, of the CPA.
19The settlement approval hearing will take place on March 9, 2026 beginning at 10:00 a.m. at the Osgoode Hall courthouse located at 130 Queen Steet West, Toronto, ON M5H 2N6.
Disposition
20The Plaintiffs shall have an Order granting leave to proceed under the OSA, certifying the action under the CPA for the purposes of settlement, and approving the content and proposal for dissemination of the First Notice, along with other ancillary Orders as set out in the Notice of Motion.
Date: February 4, 2026 Morgan J.