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The Ontario Securities Commission

OSC Bulletin

August 4, 2016

Volume 39, Issue 31

(2016), 39 OSCB

The Ontario Securities Commission administers the Securities Act of Ontario (R.S.O. 1990, c. S.5) and the

Commodity Futures Act of Ontario (R.S.O. 1990, c. C.20)

The Ontario Securities Commission Published under the authority of the Commission by: Cadillac Fairview Tower Thomson Reuters 22nd Floor, Box 55 One Corporate Plaza 20 Queen Street West 2075 Kennedy Road Toronto, Ontario Toronto, Ontario M5H 3S8 M1T 3V4 416-593-8314 or Toll Free 1-877-785-1555 416-609-3800 or 1-800-387-5164 Contact Centre – Inquiries, Complaints: Fax: 416-593-8122 TTY: 1-866-827-1295 Office of the Secretary: Fax: 416-593-2318

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August 4, 2016 (2016), 39 OSCB

Table of Contents

Chapter 1 Notices / News Releases ...................... 6885 1.1 Notices .......................................................... 6885 1.1.1 MM Café Franchise Inc. et al. ......................... 6885 1.2 Notices of Hearing ........................................ 6885 1.2.1 Waverley Corporate Financial Services Ltd. and Donald McDonald – s. 8(4) ...................... 6885 1.3 Notices of Hearing with Related Statements of Allegations ............................ (nil) 1.4 News Releases .............................................. (nil) 1.5 Notices from the Office of the Secretary ............................................ 6886 1.5.1 Waverley Corporate Financial Services Ltd. and Donald McDonald .................................... 6886 1.5.2 Hong Liang Zhong .......................................... 6886 1.5.3 Blue Gold Holding Ltd. et al. ........................... 6887 1.5.4 Scotia Capital Inc. et al. .................................. 6887 1.5.5 Daniel William Yanaky .................................... 6888 1.5.6 MM Café Franchise Inc. et al. ......................... 6888 1.6 Notices from the Office of the Secretary with Related Statements of Allegations ........................... 6889 1.6.1 MM Café Franchise Inc. et al. ......................... 6889 Chapter 2 Decisions, Orders and Rulings ............ 6895 2.1 Decisions ...................................................... 6895 2.1.1 Colabor Group Inc. ......................................... 6895 2.1.2 Bloomberg Tradebook Canada Company – s. 15.1 of NI 21-101 Marketplace Operation ........................................................ 6899 2.1.3 Gryphon Investment Counsel Inc. .................. 6901 2.2 Orders............................................................ 6906 2.2.1 Long Run Exploration Ltd. .............................. 6906 2.2.2 Hong Liang Zhong – ss. 127(1), 127(10) ........ 6907 2.2.3 Canadian National Railway Company – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids ...................................................... 6908 2.2.4 Canadian National Railway Company – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids ...................................................... 6914 2.2.5 Canadian National Railway Company – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids ...................................................... 6920 2.3 Orders with Related Settlement Agreements ................................................... 6926 2.3.1 Scotia Capital Inc. et al. – ss. 127(1), (2)........ 6926 2.4 Rulings ........................................................... (nil) Chapter 3 Reasons: Decisions, Orders and Rulings ................................................... 6941 3.1 OSC Decisions .............................................. 6841 3.1.1 Hong Liang Zhong .......................................... 6941 3.1.2 Blue Gold Holdings Ltd. et al. – s. 127(1) ....... 6947 3.1.3 Daniel William Yanaky – ss. 8(3), 21.7 ........... 6958 3.2 Director’s Decisions ...................................... (nil) 3.3 Court Decisions ............................................. (nil)

Chapter 4 Cease Trading Orders .......................... 6963 4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders ......................... 6963 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders ............. 6963 4.2.2 Outstanding Management & Insider Cease Trading Orders ................................... 6963 Chapter 5 Rules and Policies .................................. (nil) Chapter 6 Request for Comments .......................... (nil) Chapter 7 Insider Reporting .................................. 6965 Chapter 9 Legislation ............................................... (nil) Chapter 11 IPOs, New Issues and Secondary Financings ............................................. 7023 Chapter 12 Registrations ......................................... 7035 12.1.1 Registrants ..................................................... 7035 Chapter 13 SROs, Marketplaces,

Clearing Agencies and Trade Repositories ............................... 7037

13.1 SROs ............................................................... (nil) 13.2 Marketplaces .................................................. (nil) 13.3 Clearing Agencies ....................................... 7037 13.3.1 CDS – Material Amendments to CDS Procedures CDS Transfer Agent Standards – OSC Staff Notice of Request for Comment ....................................................... 7037 13.4 Trade Repositories ........................................ (nil) Chapter 25 Other Information ................................... (nil) Index ............................................................................ 7039

August 4, 2016

(2016), 39 OSCB 6885

Chapter 1

Notices / News Releases 1.1 Notices 1.1.1 MM Café Franchise Inc.

IN THE MATTER OF THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF MM CAFÉ FRANCHISE INC.,

DCL HEALTHCARE PROPERTIES INC., CULTURALITE MEDIA INC.,

CAFÉ ENTERPRISE TORONTO INC., TECHOCAN INTERNATIONAL CO. LTD.,

1727350 ONTARIO LIMITED, MARIANNE GODWIN,

DAVE GARNET CRAIG, FRANK DELUCA,

ELAINE CONCEPCION and HAIYAN (HELEN) GAO JORDAN

NOTICE OF WITHDRAWAL

WHEREAS on March 23, 2016, Staff of the Ontario Securities Commission (“Staff”) filed a Statement of Allegations pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c.S.5, as amended, against MM Café Franchise Inc. (“MMCF”), DCL Healthcare Pro-perties Inc. (“DCL”), Culturalite Media Inc. (“Culturalite”), Café Enterprise Toronto Inc. (“CET”), Techocan Inter-national Co. Ltd. (“Techocan”), 1727350 Ontario Limited (“1727350”), Marianne Godwin (“Godwin”), Dave Garnet Craig (“Craig”), Frank DeLuca (“DeLuca”), Elaine Concepcion (“Concepcion”) and Haiyan (Helen) Gao Jordan (“Jordan”); AND WHEREAS on April 29, 2016, Staff amended the Statement of Allegations; TAKE NOTICE that Staff withdraw the allegations against DCL, Culturalite, CET, DeLuca and Concepcion as of July 26, 2016. DATED at Toronto this 26th day of July, 2016.

1.2 Notices of Hearing 1.2.1 Waverley Corporate Financial Services Ltd.

and Donald McDonald – s. 8(4)



AND

IN THE MATTER OF WAVERLEY CORPORATE FINANCIAL SERVICES LTD.

AND DONALD MCDONALD

NOTICE OF HEARING (Subsection 8(4))

TAKE NOTICE THAT the Ontario Securities Commission (the “Commission”) will hold a hearing at the offices of the Commission located at 20 Queen Street West, 17th Floor, on August 4, 2016, commencing at 9:15 a.m. or as soon thereafter as the hearing can be held; AND TAKE NOTICE that the purpose of the hearing is for the Commission to consider, pursuant to subsection 8(4) of the Securities Act, RSO 1990, c S.5, as amended (the “Act”), an application for a stay of a decision of a Director of the Compliance and Registrant Regulation Branch dated July 15, 2016 (the “Director’s Decision”), pending the hearing and review of the Director’s Decision; AND TAKE FURTHER NOTICE that any party to the proceeding may be represented by a representative at the hearing; and AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the hearing may proceed in the absence of that party and such party is not entitled to any further notice of the proceedings. DATED at Toronto this 26th day of July, 2016 “Robert Blair” Acting Secretary to the Commission

Notices / News Releases

August 4, 2016

(2016), 39 OSCB 6886

1.5 Notices from the Office of the Secretary 1.5.1 Waverley Corporate Financial Services Ltd.

and Donald McDonald

FOR IMMEDIATE RELEASE July 27, 2016

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

WAVERLEY CORPORATE FINANCIAL SERVICES LTD. AND

DONALD MCDONALD

TORONTO – The Ontario Securities Commission will hold a hearing to consider, pursuant to subsection 8(4) of the Securities Act, RSO 1990, c S.5, as amended (the “Act”), an application for a stay of a decision of a Director of the Compliance and Registrant Regulation Branch dated July 15, 2016 (the “Director’s Decision”), pending the hearing and review of the Director’s Decision. The hearing will be held on August 4, 2016 at 9:15 a.m. on the 17th floor of the Commission's offices located at 20 Queen Street West, Toronto. A copy of the Application and the Notice of Hearing dated July 26, 2016 are available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

1.5.2 Hong Liang Zhong


IN THE MATTER OF


AND

IN THE MATTER OF

HONG LIANG ZHONG TORONTO – The Commission issued its Reasons and Decision and an Order pursuant to Subsections 127(1) and 127(10) of the Securities Act in the above noted matter. A copy of the Reasons and Decision and the Order dated July 26, 2016 are available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)


August 4, 2016

(2016), 39 OSCB 6887

1.5.3 Blue Gold Holding Ltd. et al.


IN THE MATTER OF


AND

IN THE MATTER OF

BLUE GOLD HOLDINGS LTD., DEREK BLACKBURN, RAJ KURICHH AND NIGEL GREENING

TORONTO – Following the hearing on the merits in the above noted matter, the Commission issued its Reasons and Decision. A copy of the Reasons and Decision dated July 26, 2016 is available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

1.5.4 Scotia Capital Inc. et al.


IN THE MATTER OF


AND

IN THE MATTER OF

SCOTIA CAPITAL INC., SCOTIA SECURITIES INC. AND

HOLLISWEALTH ADVISORY SERVICES INC. TORONTO – Following a hearing held today, the Commission issued an Order in the above named matter approving the Settlement Agreement reached between Staff of the Commission and Scotia Capital Inc., Scotia Securities Inc. and Holliswealth Advisory Services Inc. A copy of the Order dated July 29, 2016 and Settlement Agreement dated July 25, 2016 are available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)


August 4, 2016

(2016), 39 OSCB 6888

1.5.5 Daniel William Yanaky


IN THE MATTER OF


AND

IN THE MATTER OF

DANIEL WILLIAM YANAKY TORONTO – The Commission issued its Reasons and Decision in the above named matter. A copy of the Reasons and Decision dated July 28, 2016 is available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

1.5.6 MM Café Franchise Inc. et al.

FOR IMMEDIATE RELEASE August 2, 2016

IN THE MATTER OF


AND

IN THE MATTER OF

MM CAFÉ FRANCHISE INC., DCL HEALTHCARE PROPERTIES INC.,

CULTURALITE MEDIA INC., CAFÉ ENTERPRISE TORONTO INC.,

TECHOCAN INTERNATIONAL CO. LTD., 1727350 ONTARIO LIMITED,

MARIANNE GODWIN, DAVE GARNET CRAIG,

FRANK DELUCA, ELAINE CONCEPCION and

HAIYAN (HELEN) GAO JORDAN TORONTO – Staff of the Ontario Securities Commission filed a Notice of Withdrawal against DCL Healthcare Properties Inc., Culturalite Media Inc., Café Enterprise Toronto Inc., Frank DeLuca and Elaine Concepcion as of July 26, 2016, in the above noted matter. A copy of the Notice of Withdrawal dated July 26, 2016 is available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)


August 4, 2016

(2016), 39 OSCB 6889

1.6 Notices from the Office of the Secretary with Related Statements of Allegations 1.6.1 MM Café Franchise Inc. et al.

FOR IMMEDIATE RELEASE

August 2, 2016



AND

IN THE MATTER OF MM CAFÉ FRANCHISE INC.,

TECHOCAN INTERNATIONAL CO. LTD., 1727350 ONTARIO LIMITED,

MARIANNE GODWIN, DAVE GARNET CRAIG and

HAIYAN (HELEN) GAO JORDAN TORONTO – Staff of the Ontario Securities Commission filed an Amended Amended Statement of Allegations dated July 26, 2016 with the Office of the Secretary in the above noted matter. A copy of the Amended Amended Statement of Allegations dated July 26, 2016 is available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY ROBERT BLAIR ACTING SECRETARY For media inquiries: [email protected] For investor inquiries: OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)


August 4, 2016

(2016), 39 OSCB 6890



AND

IN THE MATTER OF MM CAFÉ FRANCHISE INC., TECHOCAN INTERNATIONAL CO. LTD.,

1727350 ONTARIO LIMITED, MARIANNE GODWIN, DAVE GARNET CRAIG and HAIYAN (HELEN) GAO JORDAN

AMENDED AMENDED STATEMENT OF ALLEGATIONS OF

STAFF OF THE ONTARIO SECURITIES COMMISSION Staff of the Ontario Securities Commission (“Staff”) make the following allegations: Overview 1. This is a case of unregistered trading, illegal distributions and fraud. The Corporate Respondents 2. MM Café Franchise Inc. (“MMCF”) was incorporated on September 6, 2011 as a Canadian corporation. It has a

registered corporate address in Ontario. MMCF has never been registered with the Commission in any capacity. 3. Techocan International Co. Ltd. (“Techocan”) was incorporated in Ontario on August 31, 1998. Techocan has never

been registered with the Commission in any capacity. 4. 1727350 Ontario Limited (“1727350”) was incorporated in Ontario on February 26, 2007. 1727350 has never been

registered with the Commission in any capacity. The Individual Respondents 5. Marianne Godwin (“Godwin”) was an Ontario resident and the Chief Executive Officer (“CEO”) and a director of MMCF.

Godwin has never been registered with the Commission in any capacity. 6. Dave Garnet Craig (“Craig”) was an Ontario resident and the Chief Development Officer (“CDO”) and a director of

MMCF. Craig has never been registered with the Commission in any capacity. 7. Haiyan (Helen) Gao Jordan (“Jordan”) was an Ontario resident and: (i) the President and directing mind of Techocan;

and (ii) a director of 1727350. Jordan was registered with the Commission as a dealing representative for a scholarship plan dealer from March 7, 2011 to September 16, 2011.

Scope of Activity 8. Between July 2011 and December 2014 (the “Material Time”), Jordan solicited and sold shares of several Ontario

corporations, including MMCF, DCL Healthcare Properties Inc. (“DCL”), Culturalite Media Inc. (“Culturalite”) and Café Enterprise Toronto (“CET”) (collectively the “Companies”), to investors in China and Ontario, raising a total of approximately $12 million in investor funds. Jordan solicited investors by using the lure of an Ontario immigration program, representing to investors that they could qualify to obtain permanent resident status in Canada through the Opportunities Ontario Provincial Nominee Program (the “OPNP”) if they invested in any of MMCF, DCL, Culturalite or CET.

MMCF Unregistered Trading And Illegal Distribution By Jordan 9. In 2011, Godwin and Craig incorporated MMCF for the purpose of franchising coffee shops that used the Marilyn

Monroe name. 10. During the Material Time, MMCF offered shares to investors. The shares offered by MMCF are securities as defined in

subsection 1(1) of the Securities Act, R.S.O. 1990, c.S.5, as amended (the “Act”).


August 4, 2016

(2016), 39 OSCB 6891

11. Commencing in or about July 2011, Jordan, directly, and indirectly through the use of agents, solicited investors in China and Ontario to invest in MMCF. She met with and provided potential investors with promotional materials about MMCF, made representations about MMCF and offered investors the opportunity to purchase MMCF shares. Information about investing in MMCF was also posted on the webpage of Jordan’s company, Techocan.

12. Jordan enticed investors to purchase MMCF shares by making representations that their investment in MMCF could be

used to qualify for permanent resident status in Canada under the OPNP. During the Material Time, applications were submitted by at least seven investors to the OPNP. All of the MMCF investors’ applications were rejected under the OPNP.

13. Jordan provided investors with subscription agreements for MMCF shares and then submitted the executed

subscription agreements to MMCF on behalf of the investors. 14. Jordan accepted funds from investors for the purchase of MMCF shares in her personal bank account, which she then

transferred to MMCF. Investor funds were also deposited directly into Techocan’s bank account and then transferred to MMCF. Jordan also accepted cheques from investors on behalf of MMCF.

15. As a result of this activity, Jordan and MMCF raised approximately $5.1 million from 21 investors who purchased

MMCF shares during the Material Time. 16. Jordan, Techocan and 1727350 received consulting fees and shares of MMCF from MMCF for soliciting investors. 17. The trades in MMCF’s securities were “distributions” as defined in subsection 1(1) of the Act as the securities had not

been previously issued. 18. By engaging in the conduct described above, Jordan engaged in the business of trading securities of MMCF without

being registered, contrary to subsection 25(1) of the Act and traded in securities for which a preliminary prospectus or prospectus was not filed with the Commission and for which exemptions were not properly relied upon, contrary to subsection 53(1) of the Act.

Unregistered Trading and Illegal Distribution By Godwin, Craig and MMCF 19. Godwin, Craig and MMCF engaged in the business of trading securities of MMCF by:

a. meeting with and making presentations to potential investors; b. creating promotional materials about MMCF that were provided to potential investors; c. accepting and signing the subscription agreements submitted by investors as principals of MMCF; d. controlling and being the signatories on MMCF’s bank accounts which received investor funds for the

purchase of MMCF shares; and e. engaging and compensating Jordan, Techocan and 1727350 to solicit investors and sell shares of MMCF.

20. By engaging in the conduct described above, Godwin, Craig and MMCF engaged in the business of trading securities

of MMCF without being registered, contrary to subsection 25(1) of the Act and traded in securities without filing a preliminary prospectus or prospectus and obtaining a receipt from the Director, and for which exemptions were not properly relied upon, contrary to subsection 53(1) of the Act.

Fraudulent Conduct By Godwin, Craig and MMCF 21. Godwin, Craig and MMCF engaged in a course of conduct related to securities, commencing with the solicitation of

investors, that they knew, or reasonably ought to have known, perpetrated a fraud on investors. 22. In October 2011, Godwin and Craig executed a license agreement on behalf of MMCF with Authentic Brands Group

(“ABG”), in which MMCF was required to pay ABG USD 1 million per year to use the Marilyn Monroe name. The term of the license agreement was 20 years.

23. The promotional materials that were provided to investors omitted the fact that MMCF was required to pay USD 1

million per year to ABG pursuant to the license agreement. Instead, materials provided to investors only referred to one USD 1 million payment to ABG and investors were advised that this amount was settled in full on October 20, 2011.


August 4, 2016

(2016), 39 OSCB 6892

The fact that MMCF had to pay ABG USD 1 million a year was an important fact that investors should have known. By concealing this fact, Godwin and Craig dishonestly placed investors’ pecuniary interests at risk.

24. Godwin and Craig represented to investors that their funds would be used to develop a franchise system and a model

café. Contrary to this representation, a significant amount of investor funds were used for the personal benefit of Godwin and Craig, including:

a. payment of $70,000 to Godwin for a share buy-back of MMCF shares; b. payment of $70,000 to Craig for a share buy-back of MMCF shares; c. cash advances; d. a one-time payment of $45,000 to each of Godwin and Craig; e. life insurance for Godwin, which named Godwin’s children as the beneficiaries, rather than the corporation; f food and beverages; g. taxis; and h. personal travel.

25. No investor funds have been returned by MMCF and there is no money remaining in the MMCF bank accounts. Other Unregistered Trading By Jordan 26. During the Material Time, Jordan, directly, and indirectly through the use of agents, solicited investors in China and

Ontario to purchase shares in a number of other Ontario companies, including, DCL, Culturalite and CET. Similar to MMCF, Jordan met with and provided potential investors with promotional materials, made representations about and offered investors the opportunity to purchase shares of DCL, Culturalite and CET. Jordan also provided investors with subscription agreements and then submitted executed subscription agreements to the principals DCL, Culturalite and CET on behalf of investors.

27. Information about some of these investments was also posted on Techocan’s website. 28. Jordan enticed investors to purchase shares in DCL, Culturalite and CET by making representations that their

investment could be used to qualify for permanent resident status in Canada under the OPNP. During the Material Time, applications were made by more than 12 investors to the OPNP. All of these applications were rejected under the OPNP, except for one of which the status is unknown.

29. As a result of this activity, Jordan raised at total of $6.9 million for DCL, Culturalite and CET during the Material Time. 30. Jordan and Techocan received consulting fees and/or other payments for soliciting investors to purchase shares in

DCL, Culturalite and CET. 31. By engaging in the conduct described above, Jordan engaged in the business of trading securities of DCL, Culturalite

and CET without being registered, contrary to subsection 25(1) of the Act. Breaches of Ontario Securities Law and Conduct Contrary to the Public Interest 32. The Respondents breached Ontario securities law in the following ways:

a. During the Material Time, MMCF, Godwin, Craig, and Jordan traded and engaged in or held themselves out as engaging in the business of trading in securities without being registered, contrary to subsection 25(1) of the Act;

b. During the Material Time, the trading of MMCF constituted a distribution of MMCF securities by MMCF,

Godwin, Craig and Jordan in circumstances where no preliminary prospectus and prospectus were filed and receipts had not been issued for them by the Director and for which exemptions were not properly relied upon, contrary to subsection 53(1) of the Act;


August 4, 2016

(2016), 39 OSCB 6893

c. During the Material Time, Godwin, Craig and MMCF engaged in or participated in acts, practices or courses of conduct relating to securities of MMCF that they knew or reasonably ought to have known perpetrated a fraud on persons or companies, contrary to subsection 126.1(1)(b) of the Act; and

d. During the Material Time, Godwin and Craig, as directors and officers of MMCF authorized, permitted, or

acquiesced in MMCF’s non-compliance with Ontario securities law and as a result are deemed to also have not complied with Ontario securities law pursuant to section 129.2 of the Act.

33. The conduct described above was also contrary to the public interest as the Respondents’ conduct was contrary to the

fundamental purposes and principles of the Act as set out in subsections 1.1 and 2.1 of the Act, namely by engaging in unfair, improper and fraudulent practices which harmed investors in MMCF and by impugning the integrity of the capital markets.

34. MMCF, Godwin, Craig and Jordan harmed investors and negatively affected the reputation and integrity of Ontario’s

capital markets by engaging in the business of trading in securities without being registered to do so. 35. MMCF, Godwin, Craig and Jordan harmed investors and negatively affected the reputation and integrity of Ontario’s

capital markets by failing to file a preliminary prospectus or prospectus for the distribution of MMCF shares and by failing to properly rely on any exemptions.

36. Godwin, Craig and Jordan failed to understand that the investments made in MMCF did not meet the minimum

threshold to qualify for nomination under the OPNP and were “immigration-linked investment schemes” prohibited by the applicable Immigration and Refugee Protection Regulations.

37. Godwin, Craig and MMCF harmed investors and impugned the integrity of the Ontario capital markets by omitting to tell

investors important facts about their investment and using investor funds for their personal benefit. 38. Jordan, Techocan and 1727350 harmed investors and impugned the integrity of the Ontario capital markets by

receiving compensation from MMCF, DCL, Culturalite and CET for soliciting investors and raising funds in breach of the Act.

39. Staff reserve the right to make such other allegations as Staff may advise and the Commission may permit. Dated at Toronto this 26th day of July, 2016.


August 4, 2016

(2016), 39 OSCB 6894

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August 4, 2016

(2016), 39 OSCB 6895

Chapter 2

Decisions, Orders and Rulings 2.1 Decisions 2.1.1 Colabor Group Inc. Headnote Dual application for Exemptive Relief Applications – Appli-cation for relief from the requirement that the subscription price for a security to be issued upon the exercise of a right is lower than the market price of the security on the date of the final prospectus – Offering price would be set at discount to market price at time of announcement of trans-actions comprising possible recapitalization – Application for relief from the requirements relating to granting addi-tional subscription privilege to holders of rights – Restriction on additional subscription privilege required in order to not trigger poison pill – Terms of rights offering will be approved at shareholders meeting – Relief granted, subject to conditions. Applicable Legislative Provisions National Instrument 41-101 General Prospectus Require-

ments, ss. 8A.2, 8A.3.

TRANSLATION

July 13, 2016

IN THE MATTER OF THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO (the “Jurisdictions”)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

COLABOR GROUP INC. (the “Filer”)

DECISION

Background The securities regulatory authority or regulator in each of the Jurisdictions (each a “Decision Maker”) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the “Legislation”) for:

(i) relief from the requirement that the sub-scription price for a security to be issued upon the exercise of a right under a proposed rights offering be lower than the market price of such security on the date of the final prospectus in connection with such rights offering, as required under subparagraph 8A.2(1)(d)(i) of National Instrument 41-101 – General Prospectus Requirements (“NI 41-101”) (the “Pricing Relief”); and

(ii) relief from the criteria to determine the

additional subscription privilege under a rights offering under section 8A.3 of NI 41-101 to provide for the introduction of a restriction on the maximum number of common shares of the Filer (the “Com-mon Shares”) that can be issued pursuant to such additional subscription privilege in order to avoid for any subscriber to receive Common Shares granting it beneficial ownership of 20% or more of the then outstanding Common Shares (the “Additional Subscription Relief” and collectively with the Pricing Relief, the “Exemptions Sought”).

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

(a) the Autorité des marchés financiers is the principal regulator for this Application;

(b) the Filer has provided notice that sub-

section 4.7(1) of Multilateral Instrument 11-102 – Passport System (“MI 11-102”) is intended to be relied upon by the Filer in British Columbia, Alberta, Saskatch-ewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the “Pass-port Jurisdictions”); and

(c) the decision is the decision of the

principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation Terms defined in National Instrument 14-101 – Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Decisions, Orders and Rulings

August 4, 2016

(2016), 39 OSCB 6896

Representations This decision is based on the following facts represented by the Filer: 2. The Filer is incorporated under the Canada

Business Corporations Act. 3. The Filer’s head office is located in Boucherville,

Province of Québec. 4. The Filer is a reporting issuer in the provinces of

British Columbia, Alberta, Saskatchewan, Mani-toba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.

5. The Filer is not in default of any of its obligations

as a reporting issuer under the Legislation of British Columbia, Alberta, Saskatchewan, Mani-toba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland, including its obligation to remit all filing fees in such jurisdictions.

6. The Filer is eligible to use the “short form”

prospectus regime set forth in National Instrument 44-101 – Short Form Prospectus Distributions.

7. The Common Shares and the Convertible

Debentures (as defined below) are currently traded on the Toronto Stock Exchange (“TSX”) under the ticker “GCL” and “GCL.DB.A”, respectively.

8. The Filer has entered in a non-binding term sheet

dated June 22, 2016 (the “Term Sheet”) with the Standby Providers (as defined below) in connection with a possible recapitalization pursuant to which the Filer would: (a) complete by way of a prospectus an

offering of rights to subscribe for Common Shares for proceeds of $50 million (the “Rights Offering”), at a price equal to 80% of the volume weighted average trading price of the Common Shares on the TSX for the five trading day period prior to the date of execution of definitive agreements and announce-ment of the Possible Recapitalization (the “Offering Price”);

(b) use a portion of the proceeds derived

from the Rights Offering ($17.5 million) to repay a portion of its subordinated debt under a loan agreement (the “Subordi-nated Loan Agreement”) and provide for certain amendments to the Subordi-nated Loan Agreement (including an extension of its term);

(c) provide for certain amendments to the

terms of the Filer’s convertible unsecured

subordinated debentures that have been issued to the public by way of a prospectus (the “Convertible Deben-tures”) (including an extension of their term by 5 years from the closing of the Possible Recapitalization, an increased interest rate to 6% and a reduced conversion price at $2.50 (the “Conver-sion Price”)); and

(d) use a portion of the proceeds derived

from the Rights Offering (approximately $30 million) to reduce the outstanding balance of the Filer’s credit facilities and provide for a renewal of the credit faci-lities, with the balance of the proceeds derived from the Rights Offering (approximately $2.5 million) to be used to pay transaction costs and other general corporate purposes;

(collectively, the “Possible Recapitalization”).

9. The Possible Recapitalization would proceed only if determined to be in the best interests of the Filer as an alternative to rebalance the capital structure of the Filer, which has a substantial amount of debt to be refinanced due within the next twelve months, and definitive agreements are finalized and entered into. As part of this process, the board of directors of the Filer (the “Board”) would evaluate whether the Possible Recapitalization is in the best interests of the Filer (taking into account the interests of its shareholders (the “Shareholders”) and other stakeholders) versus any other available alternatives having been considered as part of a strategic review process by the Filer under the supervision of a committee comprised of independent members (the “Ad Hoc Committee”). The Filer is being assisted by outside legal and financial advisors in its assessment of available alternatives from a legal and financial standpoint.

10. In light of the high level of dilution, the Board and

Ad Hoc Committee wish to allow the opportunity to Shareholders as of the record date for the Rights Offering to participate in the Rights Offering and maintain their pro rata equity interests in the Filer at the Offering Price being negotiated with four arm’s length Standby Providers.

11. The amendments to the terms of the Convertible

Debentures must be approved, in accordance with the indenture governing the Convertible Deben-tures, by holders of not less than 66 2/3% of the principal amount of the Convertible Debentures, present in person or represented by proxy at a Debentureholders meeting (the “Debenture-holders Meeting”) and entitled to vote. It is contemplated that the Debentureholders Meeting would be held on the same day as the meeting of Shareholders (the “Shareholders Meeting”)


August 4, 2016

(2016), 39 OSCB 6897

required to approve the Rights Offering (including the Offering Price), within approximately 45 days after the announcement of the Possible Recapitalization.

12. In order to ensure that the short-form prospectus

to be filed in connection with the Rights Offering (the “Prospectus”) contains full, true and plain disclosure of all relevant facts with no possible amendments relating to components of the Possible Recapitalization, it is contemplated that the Filer would hold the Debentureholders Meeting and Shareholders Meeting first and subsequently proceed with the filing of the preliminary Prospectus as soon as possible after securing the vote of Debentureholders and Shareholders. The effectiveness of the amend-ments to the Convertible Debentures and all other transactions forming part of the Possible Recapitalization would be conditional on the completion of each other (including completion of the Rights Offering).

13. The Filer has a shareholders rights plan (“Poison

Pill”) approved by Shareholders which provides for certain highly potential dilutive flip-in-events in the event a person becomes the beneficial owner of 20% or more of the outstanding Common Shares (calculation of beneficial ownership includes any Common Shares as to which such person has the right to become the owner within 60 days upon the exercise of any conversion right, warrant or option (including underlying the Convertible Debentures)).

14. Five persons (the “Standby Providers”), each for

up to $10 million, have agreed in principle pursuant to the Term Sheet to subscribe for all Common Shares offered under the Rights Offering that are not otherwise purchased, subject to entering into a definitive agreement containing terms and conditions to the satisfaction of all parties including the Board; provided that none of the Standby Providers shall purchase a number of Common Shares that, when aggregated with the Common Shares over which the Standby Provider exercises, directly or indirectly, control or direction after giving effect to the Rights Offering, is equal to or exceeds 20% of the number of Common Shares outstanding at that time (the “Maximum Holding”). The subscription by the Standby Providers shall be made on a pro rata basis (or in such proportion to be agreed to by the parties in the definitive documentation) up to a maximum of $10 million by each Standby Provider (the “Maximum Participation”). In the event that a particular Standby Provider (the “Standby Provider having reached the Maximum Holding”) reaches the Maximum Holding, the other Standby Providers shall collectively (on a pro rata basis between them or in such proportion to be agreed to by the parties to the definitive documentation) subscribe for the number of

Common Shares not purchased by the Standby Provider having reached the Maximum Holding, up to the Maximum Participation.

15. One of the Standby Providers currently holds

approximately 11.8% of the outstanding Common Shares and approximately 3% of the outstanding Convertible Debentures and is therefore an insider of the Filer under the Legislation and a “related party” of the Filer within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). All other Standby Providers and participants in the Possible Recapitalization are at arm’s length with the Filer and none of them is an insider within the meaning of the Legislation or a “related party” of the Filer within the meaning of MI 61-101.

16. Following closing of the Possible Recapitalization,

there will be no agreement, commitment or understanding between the Standby Providers pursuant to which a Standby Provider may be deemed to be acting jointly or in concert with any of the other Standby Providers within the meaning and for the purposes of the Legislation.

17. The grant by the Filer to the related party of the

Filer of a right to propose one nominee for election to the Board on closing of the Possible Recapitalization and annually thereafter subject to holding at least 7.5% of outstanding Common Shares may constitute a “collateral benefit” under MI 61-101. The Rights Offering will therefore be submitted for approval by more than 50% of the votes cast by the Shareholders (excluding the related party of the Filer) who attend the Shareholders Meeting in person or by proxy and are entitled to vote in accordance with MI 61-101. The Filer will rely on a statutory exemption from the formal valuation requirement provided in MI 61-101.

18. The Rights Offering documentation would include

a requirement providing for a Maximum Holding preventing any increase in beneficial ownership of Common Shares at or above 20% in light of the terms of the Poison Pill approved by all Shareholders.

A. PRICING RELIEF 19. The Filer is requesting the Pricing Relief in order

to provide potential dilution expectations to the holders of Convertible Debentures in connection with the proposed amendments to the Conversion Price of the Convertible Debentures, it is essential to crystallize the Offering Price under the Rights Offering on the date of the announcement of the Possible Recapitalization (without any subsequent potential further downward adjustments).

20. In order to provide for a Maximum Holding to

restrict the number of Common Shares that any


August 4, 2016

(2016), 39 OSCB 6898

person may be entitled to receive as a result of the Rights Offering to a maximum of 19.99% of beneficial ownership of the then issued and outstanding Common Shares under the Poison Pill, it is essential to crystallize the Offering Price under the Rights Offering on the date of the announcement of the Possible Recapitalization.

21. All transactions under the Possible

Recapitalization are conditional upon each other. 22. On the date of announcement of the Possible

Recapitalization, the Offering Price of the Rights Offering would be set based on the market price (as calculated under TSX rules) of the Common Shares less a 20% discount.

23. The Possible Recapitalization is being negotiated

at arm’s length with Standby Providers, except for the participation of the related party of the Filer as Standby Provider.

24. The Rights Offering, including the Offering Price,

will be submitted for approval by more than 50% of the votes cast by the Shareholders (excluding the related party of the Filer) who attend the Shareholders Meeting in person or by proxy and are entitled to vote in accordance with MI 61-101.

25. Setting the Offering Price on the announcement

date of the Possible Recapitalization will also allow the marketplace and Shareholders to trade on the basis of all relevant material facts once all proposed transactions comprising the Possible Recapitalization are announced and crystallized.

B. ADDITIONAL SUBSCRIPTION RELIEF 26. Section 8A.4 of NI 41-101 provides that if an

issuer enters into a standby commitment for a distribution of rights, it must among other things grant an additional subscription privilege to all holders of rights.

27. Section 8A.3 of NI 41-101 contemplates that in

order to provide an additional subscription privi-lege to a holder of a right, each holder of a right must be entitled to receive a specific amount of securities determined according to a mathematic formula.

28. In light of the standby commitments by the

Standby Providers, the Filer will allow for an additional subscription privilege under the Rights Offering as set out in section 8A.3 of NI 41-101 but would provide for a Maximum Holding to restrict the number of Common Shares that any person may be entitled to receive as a result of the Rights Offering to a maximum of 19.99% of beneficial ownership of the then issued and outstanding Common Shares as per the terms and conditions of the Poison Pill approved by Shareholders.

29. Such restriction is necessary to proceed with the Possible Recapitalization without triggering the application of the Poison Pill, and will equally apply to the Standby Providers.

Decision Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision. The decision of the Decision Makers under the Legislation is that the Exemptions Sought are granted provided that:

1. the Filer discloses the terms of the Exemptions Sought in the information circulars to be prepared and filed in connection with the Debentureholders Meeting and Shareholders Meeting, as well as in the Prospectus in connection with the Rights Offering;

2. the Rights Offering, including the Offering

Price, is approved by more than 50% of the votes cast by the Shareholders (excluding the related party of the Filer) who attend the Shareholders Meeting in person or by proxy and are entitled to vote in accordance with MI 61-101; and

3. the information circular to be prepared

and filed in connection with the Share-holders Meeting discloses the anticipated effect of the Possible Recapitalization on the Shareholders.

“Lucie J. Roy” Senior Director, Corporate Finance


August 4, 2016

(2016), 39 OSCB 6899

2.1.2 Bloomberg Tradebook Canada Company – s. 15.1 of NI 21-101 Marketplace Operation

Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief from section 3.2 of National Instrument 21-101 Marketplace Operation to permit Bloomberg Tradebook Canada Company to implement a significant change to the information in its Form 21-101F2 less than 45 days after filing with the Commission. Instrument Cited National Instrument 21-101 Marketplace Operation, s. 3.2.


ONTARIO (the “Jurisdiction”)

AND

IN THE MATTER OF


AND

IN THE MATTER OF

BLOOMBERG TRADEBOOK CANADA COMPANY (the “Filer”)

DECISION

(s. 15.1 of National Instrument 21-101) Background The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) for relief, pursuant to section 15.1 of National Instrument 21-101 Marketplace Operations (“NI 21-101”), from the 45-day prior written notice requirements of section 3.2(1) of NI 21-101 (the “Requested Relief”) to permit the Filer to implement a significant change to a matter set out in the Filer’s Form 21-101F2 (F2) less than 45 days after filing an amendment to the information provided in the F2 describing the significant change. The Requested Relief is being sought in connection with the Filer’s plan to eliminate the equity securities marketplace functionality (the “Change”) from the Filer’s alternative trading system (the “ATS”). Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission (the “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 Alberta, British Columbia, Manitoba, Nova Scotia and Québec.

Interpretation Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. Representations The decision is based on the following facts represented by the Filer: 1. The Applicant is a Nova Scotia unlimited liability

company and is 100% owned by Bloomberg Canada LLC, a Delaware limited liability company. Bloomberg Canada LLC is 100% owned by Bloomberg L.P., a Delaware U.S. limited partnership.

2. The Applicant is currently registered as an

investment dealer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario and Québec and is a member of the Investment Industry Regulatory Organization of Canada.

3. The Applicant currently operates, among other

business activities, an equities and fixed income marketplace in Canada. The Applicant plans to effect the Change (eliminating the equity securities marketplace functionality) less than 45 days following the filing of an amendment to its F2 describing the Change.

4. The Filer does not expect the Change to have any

impact on market structure, investors or Canadian capital markets. The Filer believes that the Change will result in an improved service offering to customers.

5. Officers and directors (as applicable) of the Filer

and Bloomberg Tradebook LLC (the operator of the ATS) have reviewed and approved the Change. Also, the Filer has previously consulted with the Ontario Securities Commission and the Investment Industry Regulatory Organization of Canada on the Change.

6. The effective date of the Change was recently

chosen, and the Filer advised the Ontario Securities Commission and filed an amendment to its F2 describing the Change as soon as reasonably practicable following the choice being made.

7. The Applicant is not in default of securities

legislation in any of the Jurisdictions.


August 4, 2016

(2016), 39 OSCB 6900

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 Requested Relief sought is granted. DATED this 29th day of July, 2016. “Susan Greenglass” Director, Market Regulation Ontario Securities Commission


August 4, 2016

(2016), 39 OSCB 6901

2.1.3 Gryphon Investment Counsel Inc. Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief granted from the investment fund conflict of interest investment restrictions in securities legislation to permit pooled funds to invest in underlying pooled funds, subject to conditions. Applicable Legislative Provisions Securities Act (Ontario), R.S.O. 1990, c. S.5, as am., ss. 111(2)(b), 111(4), 113.

July 26, 2016


ONTARIO (the Jurisdiction)

AND

IN THE MATTER OF


AND

IN THE MATTER OF

GRYPHON INVESTMENT COUNSEL INC. (the Filer)

AND

IN THE MATTER OF

THE TOP FUNDS (as defined below)

DECISION

Background The principal regulator in the Jurisdiction has received an application from the Filer on behalf of each of Gryphon Balanced Fund and Gryphon Total Equity Fund (the Existing Top Funds) and any other investment fund which is not a reporting issuer under the securities legislation of the Jurisdiction (the Legislation) and that is managed by the Filer (the Future Top Funds, and together with the Existing Top Funds, the Top Funds) which invests its assets in securities of Gryphon EuroPac Fund (the Existing Underlying Fund) and any other investment fund which is not a reporting issuer under the Legislation and that is managed by the Filer or its associate (Future Underlying Funds and together with the Existing Underlying Fund, the Underlying Funds), for a decision under the Legislation: 1. to revoke and replace the Prior Relief (as defined below); and 2. to exempt the Filer and the Top Funds from:

(a) the restriction in the Legislation that prohibits an investment fund from knowingly making an investment in a person or company in which the investment fund, alone or together with one or more related investment funds, is a substantial security holder; and

(b) the restriction in the Legislation that prohibits an investment fund, its management company or its distribution

company from knowingly holding an investment described in paragraph (a) above; (collectively, the Requested Relief).


August 4, 2016

(2016), 39 OSCB 6902

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 Alberta. Interpretation Terms defined in National Instrument 14-101 Definitions and MI 11-102 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: The Filer 1. The Filer is a corporation incorporated under the laws of Canada with its head office in Toronto, Ontario. 2. The Filer is registered as an investment fund manager in Ontario and Quebec and as a portfolio manager in all

provinces of Canada. 3. The Filer is not a reporting issuer in any jurisdiction in Canada and is not in default of securities legislation of any

jurisdiction in Canada. 4. The Filer provides discretionary portfolio management services to clients pursuant to managed account agreements

(the MAA) with clients. 5. Pursuant to the MAA, the Filer has full discretion and authority to provide portfolio management services to clients,

including investing clients in mutual or pooled funds for which the Filer or its associate is the investment fund manager and portfolio manager and for changing those funds as the Filer determines in accordance with the mandate of the client.

6. Either the MAA includes a provision that refers to the possibility of a Top Fund investing in an Underlying Fund or the

client has been notified to that effect. 7. Pursuant to the MAA, clients pay management fees directly to the Filer in relation to the carrying out of the client

investment mandate, whether by direct investment in securities or indirectly through investment in one or more Top Funds. These fees are independently negotiated between the client and the Filer.

8. The Filer is the investment fund manager and portfolio manager of the Existing Top Funds. 9. The Filer will be the investment fund manager and portfolio manager of Future Top Funds established under the laws

of Ontario. 10. Investment in the Top Funds is limited to fully discretionary clients. The Existing Top Funds do not have an offering

memorandum nor does the Existing Underlying Funds. Top Funds 11. Each of the Existing Top Funds is an open-ended mutual fund established as trusts under the laws of Ontario. 12. The Future Top Funds will be open-ended mutual funds under the laws of Ontario. 13. None of the Top Funds is or will be a reporting issuer in any jurisdiction of Canada. 14. Each of the Top Funds is or will be a “mutual fund” for the purposes of the Legislation. 15. The units of a Top Fund are purchased by the Filer for its managed accounts pursuant to an available exemption from

the prospectus requirements under National Instrument 45-106 Prospectus Exemptions (NI 45-106) or the Legislation. 16. The assets of the Existing Top Funds are held by CIBC Mellon Trust Company. The assets of the Future Top Funds

will be held in the custody of a trust company incorporated, and licensed or registered, under the laws of Canada or a jurisdiction, or a bank listed in Schedule I, II or III of the Bank Act (Canada) or a qualified affiliate of such bank or trust.


August 4, 2016

(2016), 39 OSCB 6903

17. The Filer has and will have complete discretion to invest and reinvest all or part of a Top Fund’s assets, and is or will be responsible for executing or arranging for the execution of all portfolio transactions in respect of a Top Fund.

18. No additional management fees are payable by the Top Fund or in respect of the investment in the Top Funds by

clients of the Filer. 19. None of the Existing Top Funds are in default of securities legislation. 20. Existing Top Funds invest in an Existing Underlying Fund and an Existing Top Fund or a Future Top Fund may invest

its assets in one or more Underlying Funds. Underlying Funds 21. The Existing Underlying Fund is a mutual fund which is established as a trust under the laws of Ontario. 22. The Future Underlying Funds will be mutual funds which will be established under the laws of Ontario. 23. The Existing Underlying Fund is not a reporting issuer in any jurisdiction of Canada and no Future Underlying Fund will

be a reporting issuer in any jurisdiction of Canada. 24. The Existing Underlying Fund is not in default of securities legislation. 25. Units of each Underlying Fund will be sold to investors in Canada solely pursuant to available exemptions from the

prospectus requirements under NI 45-106 or the Legislation. 26. Each of the Underlying Funds has and will have separate investment objectives, strategies and/or restrictions. 27. Either the Filer or its associate is or will be the investment fund manager and portfolio manager of an Underlying Fund. 28. Each of the Underlying Funds calculates and will calculate its net asset value (NAV) and offer redemptions at least at

the same frequency as the applicable Top Fund. 29. An investment by a Top Fund in an Underlying Fund will be effected based on an objective NAV of the Underlying

Fund. 30. To the extent illiquid assets (as defined in National Instrument 81-102 Investment Funds (NI 81-102)) are held by an

Underlying Fund, such illiquid assets will comprise less than 10% of the NAV of such Underlying Fund. Fund-on-Fund Structure. 31. Each Existing Top Fund currently invests only a portion of its assets in an Existing Underlying Fund and may invest a

portion of its assets in a Future Underlying Fund. In the future, a Top Fund may invest portions of its assets in more than one Underlying Fund either managed by the Filer or by its associate, depending upon the Filer's view of the best method by which to obtain the desired investment exposure for the asset class, as identified by the Filer from time to time.

32. No management fees are or will be payable, and no incentive fees which may be charged in the future will be payable,

by the Top Fund in respect of its investment in an Underlying Fund. 33. No sales fees or redemption fees will be payable in connection with the purchases or redemptions by a Top Fund of

units of an Underlying Fund. 34. The Top Funds allow investors to obtain exposure to the investment portfolios of the Underlying Funds and their

respective investment strategies through direct investments by the Top Funds in securities of the Underlying Funds (the Fund-on-Fund Structure).

35. The purpose of a Fund-on-Fund Structure is to provide an efficient and cost-effective manner of pursuing portfolio

diversification on behalf of the Top Funds rather than through the direct purchase of securities. Managing a single pool of assets provides economies of scale and allows the Filer to meet the investment objective of each Top Fund in the most efficient manner.

36. An investment by a Top Fund in an Underlying Fund provides greater diversification for a Top Fund in particular asset

classes on a more cost efficient basis than a Top Fund would be able to achieve on its own.


August 4, 2016

(2016), 39 OSCB 6904

37. An investment by a Top Fund in an Underlying Fund is, or will be, compatible with the investment objectives of the Top Fund. Any investment made by a Top Fund in an Underlying Fund will be aligned with the investment objectives, investment strategy, risk profile and other principal terms of the Top Fund.

38. Where a Top Fund invests in an Underlying Fund managed by the Filer or its associate, the Filer will not cause the Top

Fund to vote the units of such Underlying Fund at any meeting of the unitholders of the Underlying Fund. Instead, the Filer may arrange for the securities of such Underlying Fund to be voted by the beneficial holders of securities of the Top Fund.

Generally 39. On or prior to the time of investing a client in a Top Fund, the client will be provided with disclosure about any

relationships and potential conflicts of interest between a Top Fund and the Underlying Fund or Funds. 40. An offering memorandum, if any, of a Top Fund will describe the Top Fund's intent, or ability, to invest some of its

assets in securities of the Underlying Funds and that the Underlying Funds are also managed and advised by an associate of the Filer.

41. Each of the Top Funds and any Underlying Fund that is subject to National Instrument 81-106 Investment Funds

Continuous Disclosure (NI 81-106) will prepare annual audited financial statements and interim unaudited financial statements in accordance with NI 81-106 and will otherwise comply with the requirements of NI 81-106, as applicable. The financial statements of each Top Fund will disclose its holdings of securities of the applicable Underlying Fund(s).

42. Each Underlying Fund will have other investors in addition to the Top Fund. The Underlying Funds are available for

investment by investors that do not have an investment management relationship with the Filer but have an investment management relationship with the associate of the Filer.

43. The amounts invested from time to time in an Underlying Fund by one or more Top Funds may exceed 20% of the

outstanding voting securities of the Underlying Fund. 44. As a result, each Top Fund could, either alone or together with other Top Funds, become a substantial securityholder

of an Underlying Fund. The Top Funds are, or will be, related mutual funds by virtue of the common management by the Filer.

45. In the absence of the Requested Relief, each Top Fund would be precluded from purchasing and holding securities of

an Underlying Fund due to the investment restrictions contained in the Legislation. 46. The Fund-on-Fund Structure represents the business judgment of responsible persons uninfluenced by considerations

other than the best interests of each Top Fund. Prior Relief 47. Under a decision dated October 29, 2010 (the Prior Relief), the Filer and Gryphon Balanced Fund (the Prior Relief

Top Fund) were granted relief to permit the Prior Relief Top Fund to invest in Gryphon EuroPac Fund that was established, managed and advised by a related company of the Filer after the date thereof (the Prior Relief Underlying Fund).

48. The Filer now seeks relief to include a recently established fund, Gryphon Total Equity Fund, Future Top Funds, and

Future Underlying Funds to engage in fund-on-fund investing. Therefore, the Filer is seeking to revoke and replace the Prior Relief with the Requested Relief.

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: 1. The Prior Relief is revoked; 2. the Requested Relief is granted provided that:

(a) the investment by a Top Fund in an Underlying Fund is compatible with the investment objectives of the Top Fund;


August 4, 2016

(2016), 39 OSCB 6905

(b) at the time of the purchase of securities of an Underlying Fund by a Top Fund, the Underlying Fund holds no more than 10% of its NAV in securities of other investment funds, unless: (i) the Underlying Fund is a “clone fund” (as defined by NI 81-102) or the Top Fund is a “clone fund” of

that Underlying Fund, (ii) the Underlying Fund purchases or holds securities of a “money market fund” (as defined by NI 81-

102), or (iii) the Underlying Fund purchases or holds securities that are “index participation units” (as defined by

NI 81-102) issued by an investment fund;

(c) securities of the Top Funds are distributed in Canada solely pursuant to exemptions from the prospectus requirements in NI 45-106 or the Legislation;

(d) no management fees are or will be payable, and no incentive fees will be payable, by a Top Fund that, to a

reasonable person, would duplicate a fee payable by an Underlying Fund; (e) no sales or redemption fees are payable by a Top Fund in relation to its purchases or redemptions of

securities of an Underlying Fund; (f) the Filer will not cause the securities of an Underlying Fund managed by the Filer or its associate and held by

a Top Fund to be voted at any meeting of the unitholders of the Underlying Fund, except that the Filer may arrange for the securities of such Underlying Fund to be voted by the beneficial holders of securities of the Top Fund;

(g) the offering memorandum, or other disclosure document of a Top Fund if any, will be provided to new

investors in a Top Fund prior to the time of investment, or to existing investors of a Top Fund promptly following the grant of the Requested Relief, and will disclose: (i) that a Top Fund may purchase securities of an Underlying Fund; (ii) that the Filer is the investment fund manager and portfolio manager of the Top Funds and the Filer or

its associate is also the investment fund manager and portfolio manager of the Underlying Funds and there are potential conflicts of interests relating to such relationship;

(iii) the approximate or maximum percentage of net assets of each Top Fund that such Top Fund intends

to invest in securities of the Underlying Funds; (iv) the process or criteria used to select the Underlying Funds; (v) the expenses payable by the Underlying Funds that the Top Fund may invest in; and (vi) that investors in each Top Fund are entitled to receive, on written request and free of charge, a copy

of the offering memorandum or other similar disclosure document of the Underlying Funds, if any, and the annual and semi-annual financial statements of the Underlying Funds in which the Top Fund invests its assets; and

(h) no Underlying Fund will be invested in a Top Fund that is already invested in securities of such Underlying

Fund.

“Janet Leiper” Commissioner Ontario Securities Commission “William Furlong” Commissioner Ontario Securities Commission


August 4, 2016

(2016), 39 OSCB 6906

2.2 Orders 2.2.1 Long Run Exploration Ltd. Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Issuer deemed to no longer be a reporting issuer under securities legislation. Applicable Legislative Provisions Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii). Citation: Re Long Run Exploration Ltd., 2016 ABASC 213

July 26, 2016


ALBERTA AND ONTARIO (the Jurisdictions)

AND

IN THE MATTER OF THE PROCESS FOR

CEASE TO BE A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF LONG RUN EXPLORATION LTD.

(the Filer)

ORDER Background The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought). Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that sub-

section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined. Representations This order is based on the following facts represented by the Filer: 1. the Filer is not an OTC reporting issuer under

Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including

debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities,

are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has

ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in

any jurisdiction. Order Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order. The decision of the Decision Makers under the Legislation is that the Order Sought is granted. “Tom Graham” Director, Corporate Finance Alberta Securities Commission


August 4, 2016

(2016), 39 OSCB 6907

2.2.2 Hong Liang Zhong – ss. 127(1), 127(10)



AND

IN THE MATTER OF HONG LIANG ZHONG

ORDER

(Subsections 127(1) and 127(10) of the Securities Act) WHEREAS: 1. on January 25, 2016, Staff of the Ontario

Securities Commission filed a Statement of Allegations, in which Staff sought an order against Hong Liang Zhong (“Zhong”) pursuant to subsection 127(1) of the Securities Act;

2. on January 25, 2016, the Commission issued a

Notice of Hearing in respect of that Statement of Allegations, setting February 25, 2016 as the date of the hearing;

3. at the hearing on February 25, 2016, Zhong did

not appear, although properly served, and the Commission ordered that the proceeding continue by way of a written hearing;

4. Zhong is subject to an order made by a securities

regulatory authority in another jurisdiction imposing certain sanctions; and

5. the Commission is of the opinion that it is in the

public interest to make this order; IT IS HEREBY ORDERED that:

1. pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act, trading in any securities or derivatives, or acqui-sition of any securities by Zhong shall cease permanently;

2. pursuant to paragraph 3 of subsection

127(1) of the Act, any exemptions contained in Ontario securities law shall not apply to Zhong permanently;

3. pursuant to paragraphs 7 and 8.1 of

subsection 127(1) of the Act, Zhong resign any positions that he holds as director or officer of any issuer or registrant;

4. pursuant to paragraphs 8 and 8.2 of

subsection 127(1) of the Act, Zhong be prohibited permanently from becoming or acting as a director or officer of any issuer or registrant; and

5. pursuant to paragraph 8.5 of subsection 127(1) of the Act, Zhong be prohibited permanently from becoming or acting as a registrant or promoter.

DATED at Toronto this 26th day of July, 2016 “Timothy Moseley”


August 4, 2016

(2016), 39 OSCB 6908

2.2.3 Canadian National Railway Company – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids

Headnote Section 6.1 of NI 62-104 – Issuer bid – relief from the requirements applicable to issuer bids in Part 2 of NI 62-104 – issuer proposes to purchase, pursuant to a repurchase program and at a discounted purchase price, up to 849,000 of its common shares under its normal course issuer bid from a third party – the third party will abide by the requirements governing normal course issuer bids as though it was the issuer, subject to certain modifications, including that the third party will not make any purchases under the program pursuant to a pre-arranged trade – common shares delivered to the issuer for cancellation will be common shares from the third party's existing inventory – due to the discounted purchase price, the common shares cannot be acquired through the TSX trading system – but for the fact that the common shares cannot be acquired through the TSX trading system, the Issuer could otherwise acquire such shares in accordance with TSX rules and in reliance upon the issuer bid exemption available under section 4.8 of NI 62-104 – the third party will purchase common shares under the program on the same basis as if the Issuer had conducted the bid in reliance on the normal course issuer bid exemptions set out in securities legislation – no adverse economic impact on, or prejudice to the Issuer or its security holders – acquisition of securities exempt from the requirements applicable to issuer bids in Part 2 of NI 62-104, subject to conditions, including that the agreement governing the program will prohibit the third party from selling common shares from its existing inventory to the issuer under the program unless it has purchased, or had purchased on its behalf, an equivalent number of common shares on the market, which number of common shares must be equal to the number of common shares sold to the issuer. Statutes Cited National Instrument 62-104 Take-Over Bids and Issuer

Bids, Part 2 and s. 6.1.



AND

IN THE MATTER OF CANADIAN NATIONAL RAILWAY COMPANY

ORDER

(Section 6.1 of National Instrument 62-104) UPON the application (the “Application”) of Canadian National Railway Company (the “Issuer”) to the Ontario Securities Commission (the “Commission”) for an order pursuant to section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids (“NI 62-104”) exempting the Issuer from the requirements applicable to issuer bids

in Part 2 of NI 62-104 (the “Issuer Bid Requirements”) in respect of the proposed purchases by the Issuer of up to 849,000 (the “Program Maximum”) of its common shares (the “Common Shares”) from Bank of Montreal (“BMO”) pursuant to a repurchase program (the “Program”); AND UPON considering the Application and the recommendation of staff of the Commission; AND UPON the Issuer (and the BMO Entities (as defined below) in respect of paragraphs 5, 6, 7, 8, 23, 24, 25, 27 to 36, inclusive, 43 and 44 as they relate to the BMO Entities) having represented to the Commission that: 1. The Issuer is a corporation governed by the

Canada Business Corporations Act. 2. The registered and head office of the Issuer is

located at 935 de La Gauchetière Street West, Montréal, Quebec, H3B 2M9.

3. The Issuer is a reporting issuer in each of the

provinces and territories of Canada (the “Juris-dictions”) and the Common Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) under the symbols “CNR” and “CNI”, respectively. The Issuer is not in default of any requirement of the securities legislation of the Jurisdictions.

4. The authorized common share capital of the

Issuer consists of an unlimited number of Common Shares, of which 775,350,780 were issued and outstanding as of June 22, 2016.

5. BMO is a full service Schedule 1 Bank under the

Bank Act (Canada). The corporate headquarters of BMO are located in the Province of Ontario.

6. BMO does not directly or indirectly own more than

5% of the issued and outstanding Common Shares.

7. BMO is the beneficial owner of at least 849,000

Common Shares, none of which were acquired by, or on behalf of, BMO in anticipation or contemplation of resale to the Issuer (such Common Shares over which BMO has beneficial ownership, the “Inventory Shares”). All of the Inventory Shares are held by BMO in the Province of Ontario. No Common Shares were purchased by, or on behalf of, BMO on or after May 27, 2016, being the date that was 30 days prior to the date of the Application, in anticipation or contemplation of a sale of Common Shares by BMO to the Issuer.

8. BMO is at arm's length to the Issuer and is not an

“insider” of the Issuer or “associate” of an “insider” of the Issuer, or an “associate” or “affiliate” of the Issuer, as such terms are defined in the Securities Act (Ontario) (the “Act”). BMO is an “accredited


August 4, 2016

(2016), 39 OSCB 6909

investor” within the meaning of National Instrument 45-106 Prospectus Exemptions.

9. Pursuant to a Notice of Intention to Make a

Normal Course Issuer Bid (the “Original Notice”) which was accepted by the TSX effective October 30, 2015, the Issuer was permitted to make a normal course issuer bid (the “Normal Course Issuer Bid”) to purchase up to 33,000,000 Common Shares, representing approximately 4.9% of the Issuer's public float of Common Shares as of the date specified in the Original Notice. The Original Notice described the terms of the Initial Scotia Program (as defined below). On November 27, 2015, the TSX accepted an amendment to the Original Notice (the “Amend-ment” and together with the Original Notice, the “Notice”) to reflect an increase to the maximum number of Common Shares that may be purchased under the Initial Scotia Program and to specifically contemplate purchases by the Issuer pursuant to one or more additional share purchase program agreements conducted pur-suant to issuer bid exemption orders issued by securities regulatory authorities. The Notice also specifies that purchases under the Normal Course Issuer Bid will be conducted through the facilities of the TSX and the NYSE or alternative trading systems, if eligible, or by such other means as may be permitted by the TSX or a securities regulatory authority in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the “TSX Rules”), including under automatic trading plans and by private agreements or share repurchase programs under issuer bid exemption orders issued by securities regulatory authorities.

10. The Normal Course Issuer Bid is being conducted

in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(2) of NI 62-104 (the “Designated Exchange Exemtion”).

11. The Normal Course Issuer Bid is also being

conducted in the normal course on the NYSE and other permitted published markets (collectively with the NYSE, the “Other Published Markets”) in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(3) of NI 62-104 (the “Other Published Markets Exemp-tion”, and together with the Designated Exchange Exemption, the “Exemptions”).

12. Pursuant to the TSX Rules, the Issuer has

appointed Scotia Capital Inc. as its designated broker in Canada, and Merrill Lynch, Pierce, Fenner & Smith as its designated broker in the United States, in each case, in respect of the Normal Course Issuer Bid (the “Responsible Brokers”).

13. The Issuer may, from time to time, appoint a non-

independent purchasing agent (a “Plan Trustee”)

to fulfill requirements for the delivery of Common Shares under the Issuer's security-based compen-sation plans (the “Plan Trustee Purchases”). A Plan Trustee has not been appointed by the Issuer and no Plan Trustee Purchases will be required during the Program Term (as defined below).

14. Effective October 30, 2015, the Issuer imple-

mented an automatic repurchase plan (the “ARP”) to permit the Issuer to make purchases under the Normal Course Issuer Bid at such times when the Issuer would not be permitted to trade in its securities, including regularly scheduled quarterly blackout periods and other internal blackout periods (each such time, a “Blackout Period”). The ARP was approved by the TSX and is in compliance with the TSX Rules and applicable securities law. The ARP is not currently in effect and will not be in effect during the Program Term.

15. The maximum number of Common Shares that

the Issuer is permitted to repurchase under the Normal Course Issuer Bid, being 33,000,000 Common Shares, will be reduced by the number of Plan Trustee Purchases and purchases under the ARP.

16. To the best of the Issuer's knowledge, the “public

float” (calculated in accordance with the TSX Rules) for the Common Shares as at June 22, 2016 consisted of 656,181,548 Common Shares. The Common Shares are “highly liquid securities”, as that term is defined in section 1.1 of OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions (“OSC Rule 48-501”) and section 1.1 of the Universal Market Integrity Rules (“UMIR”).

17. The Commission granted the Issuer an order on

October 27, 2015 (the “October Order”) pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,000,000 Common Shares from The Bank of Nova Scotia (“Scotia”) pursuant to a share repurchase program (the “Initial Scotia Program”). On November 27, 2015, the Commission granted the Issuer an order pursuant to section 144 of the Act varying the October Order so as to increase the maximum number of Common Shares that may be purchased under the Initial Scotia Program from 4,000,000 to 5,175,000 Common Shares (such varied Initial Scotia Program, the “Scotia Program”). The Issuer purchased 5,175,000 Common Shares under the Scotia Program, which was completed on December 22, 2015.

18. The Commission granted an order on December

18, 2015 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in


August 4, 2016

(2016), 39 OSCB 6910

connection with the proposed purchases by the Issuer of up to 4,356,000 Common Shares from Royal Bank of Canada (“RBC”) pursuant to a share repurchase program (the “First RBC Program”). The Issuer purchased 4,356,000 Common Shares under the First RBC Program, which was completed on February 11, 2016.

19. The Autorité des Marchés Financiers granted an

order on February 4, 2016 pursuant to section 263 of the Securities Act (Québec) from the Issuer Bid Requirements in connection with the proposed purchases by the Issuer of up to 1,500,000 Common Shares from National Bank of Canada (the “NBC Program”). The Issuer purchased 1,500,000 Common Shares under the NBC Program, which was completed on March 2, 2016.

20. The Commission granted an order on February

16, 2016 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 1,726,000 Common Shares from RBC pursuant to a share repurchase program (the “Second RBC Program”). The Issuer purchased 1,726,000 Common Shares under the Second RBC Program, which was completed on March 24, 2016.

21. The Commission granted an order on March 15,

2016 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 11,220,000 Common Shares from Canadian Imperial Bank of Commerce (“CIBC”) pursuant to a share repurchase program (the “CIBC Program”). As at June 22, 2016, the Issuer has purchased 6,928,690 Common Shares under the CIBC Program. The CIBC Program will terminate on the earlier of September 9, 2016 and the date on which the Issuer will have purchased 11,220,000 Common Shares from CIBC under the CIBC Program. The Issuer expects the CIBC Program to be completed on or about August 11, 2016.

22. Concurrently with this Application, the Issuer has

filed two other applications with the Commission for exemptive relief from the Issuer Bid Requirements in connection with the proposed purchases by the Issuer of:

(i) up to 1,000,000 Common Shares from

BMO Nesbitt Burns Inc. (“BMO Nesbitt”, and together with BMO, the “BMO Entities”) pursuant to a share repur-chase program (the “BMO Nesbitt Program”). The BMO Nesbitt Program will begin on the Trading Day (as defined below) following the completion or termination of the CIBC Program, and will

terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 1,000,000 Common Shares from BMO Nesbitt under the BMO Nesbitt Program; and

(ii) up to 5,600,000 Common Shares from

The Toronto-Dominion Bank (“TD”) pursuant to a share repurchase program (the “TD Program”). The TD Program will begin on the Trading Day following the completion or termination of the Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 5,600,000 Common Shares from TD under the TD Program.

23. The Issuer proposes to participate in the Program

during, and as a part of, the Normal Course Issuer Bid. The Program will be governed by, and conducted in accordance with, the terms and conditions of a Repurchase Program Agreement (the “Program Agreement”) that will be entered into among the Issuer and each of the BMO Entities prior to the commencement of the Program and a copy of which will be delivered by the Issuer to the Commission promptly thereafter.

24. The Program will begin on the Trading Day

following the completion or termination of the BMO Nesbitt Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased the Program Maximum from BMO (the “Program Term”). Neither the Issuer nor any of the BMO Entities may unilaterally terminate the Program Agreement during the Program Term, except in the case of an event of default by a party thereunder.

25. At least two clear trading days prior to the

commencement of the Program, the Issuer will issue a press release that has been pre-cleared by the TSX that describes the material features of the Program and discloses the Issuer’s intention to participate in the Program during the Normal Course Issuer Bid (the “Press Release”).

26. The Program Maximum is less than the number of

Common Shares remaining that the Issuer is entitled to acquire under the Normal Course Issuer Bid, calculated as at the date of the Program Agreement.

27. Pursuant to the terms of the Program Agreement,

BMO has retained BMO Nesbitt to acquire Common Shares through the facilities of the TSX and on Other Published Markets in Canada (each, a “Canadian Other Published Market” and collectively with the TSX, the “Canadian Markets”) under the Program. No Common Shares will be acquired under the Program on any


August 4, 2016

(2016), 39 OSCB 6911

Other Published Markets other than Canadian Other Published Markets.

28. BMO Nesbitt is registered as an investment dealer

under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Qué-bec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, the Yukon, the Northwest Territories, and Nunavut. It is also registered as a futures commission merchant under the Commodity Futures Act (Ontario) and as dealer (futures commission merchant) under The Commodity Futures Act (Manitoba). BMO Nesbitt is a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Canadian Investor Protection Fund, a participating organization or member of the TSX, TSX Venture Exchange and Canadian Securities Exchange, and an approved participant of the Bourse de Montréal. The head office of BMO Nesbitt is located in Toronto, Ontario.

29. The Program Term may include Blackout Periods.

The Program Agreement provides that, during such times, BMO will conduct the Program in its sole discretion, in accordance with the irrevocable instructions established at a time when the Issuer was not in a Blackout Period, in compliance with exchange and securities regulatory requirements applicable to automatic repurchase plans. The Program and its terms have been approved by the TSX and would, during a Blackout Period, be an “automatic securities purchase plan” as defined in National Instrument 55-104 Insider Reporting Requirements and Exemptions.

30. At such times during the Program Term when the

Issuer is not in a Blackout Period, BMO Nesbitt will purchase Common Shares on the applicable Trading Day (as defined below) in accordance with instructions received by BMO Nesbitt from the Issuer prior to the opening of trading on such day, which instructions will be the same instructions that the Issuer would give to Scotia Capital Inc., as its designated Canadian broker in respect of the Normal Course Issuer Bid, if it was conducting the Normal Course Issuer Bid in reliance on the Exemptions.

31. The Program Agreement will provide that all

Common Shares acquired for the purposes of the Program by BMO Nesbitt on a day during the Program Term on which Canadian Markets are open for trading (each, a “Trading Day”) must be acquired on Canadian Markets in accordance with the TSX Rules and any by-laws, rules, regulations or policies of any Canadian Markets upon which purchases are carried out (collectively, the “NCIB Rules”) that would be applicable to the Issuer in connection with the Normal Course Issuer Bid, provided that:

(i) the aggregate number of Common Shares to be acquired on Canadian Markets by BMO Nesbitt on each Trading Day shall not exceed the maximum daily limit that is imposed upon the Normal Course Issuer Bid pursuant to the TSX Rules, determined with reference to an average daily trading volume that is based on the trading volume of the Common Shares on all Canadian Markets rather than being limited to the trading volume on the TSX only (the “Modified Maximum Daily Limit”), it being understood that the aggregate number of Common Shares to be acquired on the TSX by BMO Nesbitt on each Trading Day will not exceed the maximum daily limit that is imposed on the Normal Course Issuer Bid pursuant to the TSX Rules;

(ii) the aggregate number of Common

Shares acquired by BMO Nesbitt in connection with the Program shall not exceed the Program Maximum;

(iii) the aggregate number of Common

Shares acquired by BMO Nesbitt in connection with the Program on Canadian Other Published Markets shall not exceed that number of Common Shares remaining eligible for purchase pursuant to the Other Published Markets Exemption, calculated as at the date of the Program Agreement;

(iv) in respect of each Trading Day, upon the

occurrence of a cessation of trading on the TSX or other event that would impair BMO Nesbitt's ability to acquire Common Shares on Canadian Markets on such Trading Day (a “Market Disruption Event”), BMO Nesbitt will cease acquiring Common Shares on such Trading Day and the number of Common Shares acquired by BMO Nesbitt to such time on such Trading Day will be the “Acquired Shares” in respect of that Trading Day for the purposes of the Program; and

(v) notwithstanding the block purchase

exception provided for in the TSX Rules, no purchases will be made by BMO Nesbitt on any Canadian Markets pursuant to a pre-arranged trade.

32. Pursuant to the Program Agreement, on every

Trading Day, BMO Nesbitt will purchase the Number of Common Shares. The “Number of Common Shares” will be no greater than the least of: (a) the quotient of an agreed upon daily Canadian dollar amount divided by the Discounted


August 4, 2016

(2016), 39 OSCB 6912

Price; (b) the Program Maximum less the aggregate number of Common Shares previously purchased by BMO Nesbitt under the Program; (c) on a Trading Day on which a Market Disruption Event occurred, the Acquired Shares; and (d) the Modified Maximum Daily Limit. The “Discounted Price” per Common Share will be equal to (i) the volume weighted average price of the Common Shares on the Trading Day on which purchases were made less an agreed upon discount, or (ii) upon the occurrence of a Market Disruption Event, the volume weighted average price of the Common Shares at the time of the Market Disruption Event less an agreed upon discount.

33. Under the Program Agreement, BMO will deliver

to the Issuer that number of Inventory Shares equal to the number of Common Shares purchased by BMO Nesbitt on a Trading Day under the Program on the second Trading Day thereafter, and the Issuer will pay BMO a purchase price equal to the Discounted Price for each such Inventory Share. Each Inventory Share purchased by the Issuer under the Program will be cancelled upon delivery to the Issuer.

34. The Program Agreement will prohibit BMO from

selling any Inventory Shares to the Issuer under the Program unless BMO Nesbitt has purchased the equivalent number of Common Shares on the Canadian Markets. The number of Common Shares that are purchased by BMO Nesbitt on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for such Trading Day.

35. The Program Agreement will (a) prohibit the Issuer

from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (b) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer, (c) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (d) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the BMO Entities.


purchases of Common Shares under the Program will be made by BMO Nesbitt and that neither of the BMO Entities will engage in any hedging activity in connection with the conduct of the Program.

37. The Issuer will report its purchases of Common

Shares under the Program to the TSX in accordance with the TSX Rules. In addition, immediately following the completion of the Program, the Issuer will: (a) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (b)

file a notice on the System for Electronic Document Analysis and Retrieval (SEDAR) disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.

38. The Issuer is of the view that (a) it will be able to

purchase Common Shares from BMO at a lower price than the price at which it would be able to purchase an equivalent quantity of Common Shares under the Normal Course Issuer Bid in reliance on the Exemptions, and (b) the purchase of Common Shares pursuant to the Program is in the best interests of the Issuer and constitutes a desirable use of the Issuer's funds.

39. But for the fact that the Discount Price will be at a

discount to the prevailing market price and below the prevailing bid-ask price for the Common Shares on the TSX at the time that the Issuer purchases Common Shares from BMO, the Issuer could otherwise acquire such Common Shares through the facilities of the TSX as a “block purchase” in accordance with the block purchase exception in paragraph 629(1)7 of the TSX Rules and the Designated Exchange Exemption.

40. The entering into of the Program Agreement, the

purchase of Common Shares by BMO Nesbitt in connection with the Program, and the sale of Inventory Shares by BMO to the Issuer will not adversely affect the Issuer or the rights of any of the Issuer's security holders and it will not materially affect control of the Issuer.

41. The sale of Inventory Shares to the Issuer by

BMO will not be a “distribution” (as defined in the Act).

42. The Issuer will be able to acquire the Inventory

Shares from BMO without the Issuer being subject to the dealer registration requirements of the Act.

43. At the time that the Issuer and the BMO Entities

enter into the Program Agreement, neither the Issuer, nor any member of the Trading Products Group of BMO, nor any personnel of either of the BMO Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any “material change” or “material fact” (each as defined in the Act) with respect to the Issuer or the Common Shares that has not been generally disclosed (the “Undisclosed Information”).

44. Each of the BMO Entities has policies and

procedures that are designed to ensure conduct of the Program in accordance with, among other things, the Program Agreement and to preclude those persons responsible for administering the


August 4, 2016

(2016), 39 OSCB 6913

Program from acquiring any Undisclosed Information during the conduct of the Program.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest; IT IS ORDERED pursuant to section 6.1 of NI 62-104 that the Issuer be exempt from the Issuer Bid Requirements in respect of the purchase of Inventory Shares from BMO pursuant to the Program, provided that:

(a) at least two clear trading days prior to the commencement of the Program, the Issuer will issue the Press Release;

(b) the Program Agreement will require that

purchases of Common Shares under the Program will be made only on Canadian Markets, and only by BMO Nesbitt;

(c) the Program Agreement will require that

BMO Nesbitt abide by the NCIB Rules applicable to the Normal Course Issuer Bid, subject to clauses 31 (i) and (v) hereof;

(d) the Program Agreement will require that

the BMO Entities maintain records of all purchases of Common Shares that are made by BMO Nesbitt pursuant to the Program, which will be available to the Commission and IIROC upon request;

(e) the Program Agreement will prohibit

BMO from selling Inventory Shares to the Issuer under the Program unless BMO Nesbitt has purchased an equivalent number of Common Shares on the Canadian Markets, and the Program Agreement will provide that the number of Common Shares that are purchased by BMO Nesbitt on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for that Trading Day;

(f) the Common Shares acquired by BMO

Nesbitt under the Program will be taken into account by the Issuer when calculating the maximum annual aggregate limits that are imposed upon the Normal Course Issuer Bid in accordance with the TSX Rules and those Common Shares that were purchased by BMO Nesbitt on Canadian Other Published Markets will be taken into account by the Issuer when calculating the maximum aggregate limits that are imposed upon the Issuer in accordance with the Other Published Markets Exemption;

(g) the Program Agreement will (i) prohibit the Issuer from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (ii) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer, (iii) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (iv) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the BMO Entities;

(h) each purchase made by BMO Nesbitt

through the facilities of the Canadian Markets pursuant to the Program shall be marked with such designation as would be required by the applicable market-place and UMIR for trades made by an agent of the Issuer;

(i) at the time that the Program Agreement

is entered into by the Issuer and the BMO Entities, the Common Shares must be “highly liquid securities”, as that term is defined in section 1.1 of OSC Rule 48-501 and section 1.1 of UMIR;

(j) at the time that the Issuer and the BMO

Entities enter into the Program Agree-ment, neither the Issuer, nor any member of the Trading Products Group of BMO, nor any personnel of either of the BMO Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any Undisclosed Information; and

(k) in addition to reporting its purchases of

Common Shares under the Program to the TSX in accordance with the TSX Rules, immediately following the comple-tion of the Program, the Issuer will: (i) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (ii) file a notice on SEDAR disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.

DATED at Toronto, Ontario, this 22nd day of July, 2016. “Naizam Kanji” Director, Office of Mergers & Acquisitions Ontario Securities Commission


August 4, 2016

(2016), 39 OSCB 6914


Headnote Section 6.1 of NI 62-104 – Issuer bid – relief from the requirements applicable to issuer bids in Part 2 of NI 62-104 – issuer proposes to purchase, pursuant to a repurchase program and at a discounted purchase price, up to 1,000,000 of its common shares under its normal course issuer bid from a third party – the third party will abide by the requirements governing normal course issuer bids as though it was the issuer, subject to certain modifications, including that the third party will not make any purchases under the program pursuant to a pre-arranged trade – common shares delivered to the issuer for cancellation will be common shares from the third party's existing inventory – due to the discounted purchase price, the common shares cannot be acquired through the TSX trading system – but for the fact that the common shares cannot be acquired through the TSX trading system, the Issuer could otherwise acquire such shares in accordance with TSX rules and in reliance upon the issuer bid exemption available under section 4.8 of NI 62-104 – the third party will purchase common shares under the program on the same basis as if the Issuer had conducted the bid in reliance on the normal course issuer bid exemptions set out in securities legislation – no adverse economic impact on, or prejudice to the Issuer or its security holders – acquisition of securities exempt from the requirements applicable to issuer bids in Part 2 of NI 62-104, subject to conditions, including that the agreement governing the program will prohibit the third party from selling common shares from its existing inventory to the issuer under the program unless it has purchased, or had purchased on its behalf, an equivalent number of common shares on the market, which number of common shares must be equal to the number of common shares sold to the issuer. Statutes Cited National Instrument 62-104 Take-Over Bids and Issuer




AND


ORDER


in Part 2 of NI 62-104 (the “Issuer Bid Requirements”) in respect of the proposed purchases by the Issuer of up to 1,000,000 (the “Program Maximum”) of its common shares (the “Common Shares”) from BMO Nesbitt Burns Inc. (“BMO Nesbitt”) pursuant to a repurchase program (the “Program”); AND UPON considering the Application and the recommendation of staff of the Commission; AND UPON the Issuer (and the BMO Entities (as defined below) in respect of paragraphs 5, 6, 7, 8, 23, 24, 27 to 35, inclusive, 42 and 43 as they relate to the BMO Entities) having represented to the Commission that: 1. The Issuer is a corporation governed by the




provinces and territories of Canada (the “Jurisdictions”) and the Common Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) under the symbols “CNR” and “CNI”, respectively. The Issuer is not in default of any requirement of the securities legislation of the Jurisdictions.



5. BMO Nesbitt is registered as an investment dealer

under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Qué-bec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Yukon, the Northwest Territories and Nunavut. It is also registered as a futures commission merchant under the Commodity Futures Act (Ontario) and as dealer (futures commission merchant) under The Commodity Futures Act (Manitoba). BMO Nesbitt is a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Canadian Investor Protection Fund, a participating organization or member of the TSX, TSX Venture Exchange and Canadian Securities Exchange, and an approved participant of the Bourse de Montréal. The head office of BMO Nesbitt is located in Toronto, Ontario.

6. BMO Nesbitt does not directly or indirectly own

more than 5% of the issued and outstanding Common Shares.

7. BMO Nesbitt is the beneficial owner of at least

1,000,000 Common Shares, none of which were acquired by, or on behalf of, BMO Nesbitt in


August 4, 2016

(2016), 39 OSCB 6915

anticipation or contemplation of resale to the Issuer (such Common Shares over which BMO Nesbitt has beneficial ownership, the “Inventory Shares”). All of the Inventory Shares are held by BMO Nesbitt in the Province of Ontario. No Common Shares were purchased by, or on behalf of, BMO Nesbitt on or after May 27, 2016, being the date that was 30 days prior to the date of the Application, in anticipation or contemplation of a sale of Common Shares by BMO Nesbitt to the Issuer.

8. BMO Nesbitt is at arm's length to the Issuer and is

not an “insider” of the Issuer or “associate” of an “insider” of the Issuer, or an “associate” or “affiliate” of the Issuer, as such terms are defined in the Securities Act (Ontario) (the “Act”). BMO Nesbitt is an “accredited investor” within the meaning of National Instrument 45-106 Prospec-tus Exemptions.


Normal Course Issuer Bid (the “Original Notice”) which was accepted by the TSX effective October 30, 2015, the Issuer was permitted to make a normal course issuer bid (the “Normal Course Issuer Bid”) to purchase up to 33,000,000 Common Shares, representing approximately 4.9% of the Issuer's public float of Common Shares as of the date specified in the Original Notice. The Original Notice described the terms of the Initial Scotia Program (as defined below). On November 27, 2015, the TSX accepted an amend-ment to the Original Notice (the “Amendment” and together with the Original Notice, the “Notice”) to reflect an increase to the maximum number of Common Shares that may be purchased under the Initial Scotia Program and to specifically contemplate purchases by the Issuer pursuant to one or more additional share purchase program agreements conducted pur-suant to issuer bid exemption orders issued by securities regulatory authorities. The Notice also specifies that purchases under the Normal Course Issuer Bid will be conducted through the facilities of the TSX and the NYSE or alternative trading systems, if eligible, or by such other means as may be permitted by the TSX or a securities regulatory authority in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the “TSX Rules”), including under auto-matic trading plans and by private agreements or share repurchase programs under issuer bid exemption orders issued by securities regulatory authorities.


in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(2) of NI 62-104 (the “Designated Exchange Exemp-tion”).

11. The Normal Course Issuer Bid is also being conducted in the normal course on the NYSE and other permitted published markets (collectively with the NYSE, the “Other Published Markets”) in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(3) of NI 62-104 (the “Other Published Markets Exemption”, and together with the Designated Exchange Exemption, the “Exemptions”).



13. The Issuer may, from time to time, appoint a non-

independent purchasing agent (a “Plan Trustee”) to fulfill requirements for the delivery of Common Shares under the Issuer's security-based compen-sation plans (the “Plan Trustee Purchases”). A Plan Trustee has not been appointed by the Issuer and no Plan Trustee Purchases will be required during the Program Term (as defined below).

14. Effective October 30, 2015, the Issuer

implemented an automatic repurchase plan (the “ARP”) to permit the Issuer to make purchases under the Normal Course Issuer Bid at such times when the Issuer would not be permitted to trade in its securities, including regularly scheduled quarterly blackout periods and other internal blackout periods (each such time, a “Blackout Period”). The ARP was approved by the TSX and is in compliance with the TSX Rules and applicable securities law. The ARP is not currently in effect and will not be in effect during the Program Term.






October 27, 2015 (the “October Order”) pursuant to clause 104(2)(c) of the Act exempting the Issuer


August 4, 2016

(2016), 39 OSCB 6916

from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,000,000 Common Shares from The Bank of Nova Scotia (“Scotia”) pursuant to a share repurchase program (the “Initial Scotia Program”). On November 27, 2015, the Commission granted the Issuer an order pursuant to section 144 of the Act varying the October Order so as to increase the maximum number of Common Shares that may be purchased under the Initial Scotia Program from 4,000,000 to 5,175,000 Common Shares (such varied Initial Scotia Program, the “Scotia Program”). The Issuer purchased 5,175,000 Common Shares under the Scotia Program, which was completed on December 22, 2015.

18. The Commission granted an order on December

18, 2015 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,356,000 Common Shares from Royal Bank of Canada (“RBC”) pursuant to a share repurchase program (the “First RBC Program”). The Issuer purchased 4,356,000 Common Shares under the First RBC Program, which was completed on February 11, 2016.






2016 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 11,220,000 Common Shares from Canadian Imperial Bank of Commerce (“CIBC”) pursuant to a share repurchase program (the “CIBC Program”). As at June 22, 2016, the Issuer has purchased 6,928,690 Common Shares under the CIBC Program. The CIBC Program will terminate on the earlier of September 9, 2016 and

the date on which the Issuer will have purchased 11,220,000 Common Shares from CIBC under the CIBC Program. The Issuer expects the CIBC Program to be completed on or about August 11, 2016.



(i) up to 849,000 Common Shares from

Bank of Montreal (“BMO”, and together with BMO Nesbitt, the “BMO Entities”) pursuant to a share repurchase program (the “BMO Program”). The BMO Program will begin on the Trading Day (as defined below) following the completion or termination of the Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 849,000 Common Shares from BMO under the BMO Program; and

(ii) up to 5,600,000 Common Shares from

The Toronto-Dominion Bank (“TD”) pursuant to a share repurchase program (the “TD Program”). The TD Program will begin on the Trading Day following the completion or termination of the BMO Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 5,600,000 Common Shares from TD under the TD Program.


during, and as a part of, the Normal Course Issuer Bid. The Program will be governed by, and conducted in accordance with, the terms and conditions of a Repurchase Program Agreement (the “Program Agreement”) that will be entered into among the Issuer and each of the BMO Entities prior to the commencement of the Program and a copy of which will be delivered by the Issuer to the Commission promptly thereafter.


following the completion or termination of the CIBC Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased the Program Maximum from BMO Nesbitt (the “Program Term”). Neither the Issuer nor any of the BMO Entities may unilaterally terminate the Program Agreement during the Program Term, except in the case of an event of default by a party thereunder.


commencement of the Program, the Issuer will issue a press release that has been pre-cleared


August 4, 2016

(2016), 39 OSCB 6917

by the TSX that describes the material features of the Program and discloses the Issuer’s intention to participate in the Program during the Normal Course Issuer Bid (the “Press Release”).




BMO Nesbitt has been retained by BMO to acquire Common Shares through the facilities of the TSX and on Other Published Markets in Canada (each, a “Canadian Other Published Market” and collectively with the TSX, the “Canadian Markets”) under the Program. No Common Shares will be acquired under the Program on any Other Published Markets other than Canadian Other Published Markets.

28. No Blackout Periods are scheduled or expected to

occur during the Program Term. In the event that a Blackout Period should arise during the Program Term, purchasing under the Program would immediately cease and would not be recom-menced until following the expiration of the Blackout Period.

29. The Program Agreement provides that BMO

Nesbitt will purchase Common Shares on the applicable Trading Day (as defined below) in accordance with instructions received by BMO from the Issuer prior to the opening of trading on such day, which instructions will be the same instructions that the Issuer would give to Scotia Capital Inc., as its designated Canadian broker in respect of the Normal Course Issuer Bid, if it was conducting the Normal Course Issuer Bid in reliance on the Exemptions.


Common Shares acquired for the purposes of the Program by BMO Nesbitt on a day during the Program Term on which Canadian Markets are open for trading (each, a “Trading Day”) must be acquired on Canadian Markets in accordance with the TSX Rules and any by-laws, rules, regulations or policies of any Canadian Markets upon which purchases are carried out (collectively, the “NCIB Rules”) that would be applicable to the Issuer in connection with the Normal Course Issuer Bid, provided that:

(i) the aggregate number of Common

Shares to be acquired on Canadian Markets by BMO Nesbitt on each Trading Day shall not exceed the maximum daily limit that is imposed upon the Normal Course Issuer Bid pursuant to the TSX Rules, determined with reference to an average daily trading volume that is

based on the trading volume of the Common Shares on all Canadian Markets rather than being limited to the trading volume on the TSX only (the “Modified Maximum Daily Limit”), it being understood that the aggregate number of Common Shares to be acquired on the TSX by BMO Nesbitt on each Trading Day will not exceed the maximum daily limit that is imposed on the Normal Course Issuer Bid pursuant to the TSX Rules;


Shares acquired by BMO Nesbitt in connection with the Program shall not exceed the Program Maximum;


Shares acquired by BMO Nesbitt in connection with the Program on Canadian Other Published Markets shall not exceed that number of Common Shares remaining eligible for purchase pursuant to the Other Published Markets Exemption, calculated as at the date of the Program Agreement;


occurrence of a cessation of trading on the TSX or other event that would impair BMO Nesbitt's ability to acquire Common Shares on Canadian Markets on such Trading Day (a “Market Disruption Event”), BMO Nesbitt will cease acquiring Common Shares on such Trading Day and the number of Common Shares acquired by BMO Nesbitt to such time on such Trading Day will be the “Acquired Shares” in respect of that Trading Day for the purposes of the Program; and


exception provided for in the TSX Rules, no purchases will be made by BMO Nesbitt on any Canadian Markets pursuant to a pre-arranged trade.


Trading Day, BMO Nesbitt will purchase the Number of Common Shares. The “Number of Common Shares” will be no greater than the least of: (a) the quotient of an agreed upon daily Canadian dollar amount divided by the Discounted Price; (b) the Program Maximum less the aggregate number of Common Shares previously purchased by BMO Nesbitt under the Program; (c) on a Trading Day on which a Market Disruption Event occurred, the Acquired Shares; and (d) the Modified Maximum Daily Limit. The “Discounted Price” per Common Share will be equal to (i) the volume weighted average price of the Common


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(2016), 39 OSCB 6918

Shares on the Trading Day on which purchases were made less an agreed upon discount, or (ii) upon the occurrence of a Market Disruption Event, the volume weighted average price of the Common Shares at the time of the Market Disruption Event less an agreed upon discount.

32. Under the Program Agreement, BMO Nesbitt will

deliver to the Issuer that number of Inventory Shares equal to the number of Common Shares purchased by BMO Nesbitt on a Trading Day under the Program on the second Trading Day thereafter, and the Issuer will pay BMO Nesbitt a purchase price equal to the Discounted Price for each such Inventory Share. Each Inventory Share purchased by the Issuer under the Program will be cancelled upon delivery to the Issuer.

33. The Program Agreement will prohibit BMO Nesbitt

from selling any Inventory Shares to the Issuer under the Program unless BMO Nesbitt has purchased the equivalent number of Common Shares on the Canadian Markets. The number of Common Shares that are purchased by BMO Nesbitt on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for such Trading Day.


from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (b) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer, (c) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (d) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the BMO Entities.


purchases of Common Shares under the Program will be made by BMO Nesbitt and that neither of the BMO Entities will engage in any hedging activity in connection with the conduct of the Program.


Shares under the Program to the TSX in accordance with the TSX Rules. In addition, immediately following the completion of the Program, the Issuer will: (a) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (b) file a notice on the System for Electronic Document Analysis and Retrieval (SEDAR) disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.


purchase Common Shares from BMO Nesbitt at a

lower price than the price at which it would be able to purchase an equivalent quantity of Common Shares under the Normal Course Issuer Bid in reliance on the Exemptions, and (b) the purchase of Common Shares pursuant to the Program is in the best interests of the Issuer and constitutes a desirable use of the Issuer's funds.


discount to the prevailing market price and below the prevailing bid-ask price for the Common Shares on the TSX at the time that the Issuer purchases Common Shares from BMO Nesbitt, the Issuer could otherwise acquire such Common Shares through the facilities of the TSX as a “block purchase” in accordance with the block purchase exception in paragraph 629(1)7 of the TSX Rules and the Designated Exchange Exemption.


purchase of Common Shares by BMO Nesbitt in connection with the Program, and the sale of Inventory Shares by BMO Nesbitt to the Issuer will not adversely affect the Issuer or the rights of any of the Issuer's security holders and it will not materially affect control of the Issuer.

40. The sale of Inventory Shares to the Issuer by

BMO Nesbitt will not be a “distribution” (as defined in the Act).

41. The Issuer will be able to acquire the Inventory

Shares from BMO Nesbitt without the Issuer being subject to the dealer registration requirements of the Act.

42. At the time that the Issuer and the BMO Entities

enter into the Program Agreement, neither the Issuer, nor any member of the Trading Products Group of BMO Nesbitt, nor any personnel of either of the BMO Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any “material change” or “material fact” (each as defined in the Act) with respect to the Issuer or the Common Shares that has not been generally disclosed (the “Undisclosed Information”).

43. Each of the BMO Entities has policies and

procedures that are designed to ensure conduct of the Program in accordance with, among other things, the Program Agreement and to preclude those persons responsible for administering the Program from acquiring any Undisclosed Information during the conduct of the Program.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;


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(2016), 39 OSCB 6919

IT IS ORDERED pursuant to section 6.1 of NI 62-104 that the Issuer be exempt from the Issuer Bid Requirements in respect of the purchase of Inventory Shares from BMO Nesbitt pursuant to the Program, provided that:



purchases of Common Shares under the Program will be made only on Canadian Markets, and only by BMO Nesbitt;


BMO Nesbitt abide by the NCIB Rules applicable to the Normal Course Issuer Bid, subject to clauses 30 (i) and (v) hereof;


the BMO Entities maintain records of all purchases of Common Shares that are made by BMO Nesbitt pursuant to the Program, which will be available to the Commission and IIROC upon request;

(e) the Program Agreement will prohibit

BMO Nesbitt from selling Inventory Shares to the Issuer under the Program unless BMO Nesbitt has purchased an equivalent number of Common Shares on the Canadian Markets, and the Program Agreement will provide that the number of Common Shares that are purchased by BMO Nesbitt on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for that Trading Day;

(f) the Common Shares acquired by BMO

Nesbitt under the Program will be taken into account by the Issuer when calcu-lating the maximum annual aggregate limits that are imposed upon the Normal Course Issuer Bid in accordance with the TSX Rules and those Common Shares that were purchased by BMO Nesbitt on Canadian Other Published Markets will be taken into account by the Issuer when calculating the maximum aggregate limits that are imposed upon the Issuer in accordance with the Other Published Markets Exemption;

(g) the Program Agreement will (i) prohibit

the Issuer from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (ii) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer,

(iii) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (iv) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the BMO Entities;

(h) each purchase made by BMO Nesbitt

through the facilities of the Canadian Markets pursuant to the Program shall be marked with such designation as would be required by the applicable marketplace and UMIR for trades made by an agent of the Issuer;


is entered into by the Issuer and the BMO Entities, the Common Shares must be “highly liquid securities”, as that term is defined in section 1.1 of OSC Rule 48-501 and section 1.1 of UMIR;

(j) at the time that the Issuer and the BMO

Entities enter into the Program Agreement, neither the Issuer, nor any member of the Trading Products Group of BMO Nesbitt, nor any personnel of either of the BMO Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any Undisclosed Information; and


Common Shares under the Program to the TSX in accordance with the TSX Rules, immediately following the comple-tion of the Program, the Issuer will: (i) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (ii) file a notice on SEDAR disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.



August 4, 2016

(2016), 39 OSCB 6920


Headnote Section 6.1 of NI 62-104 – Issuer bid – relief from the requirements applicable to issuer bids in Part 2 of NI 62-104 – issuer proposes to purchase, pursuant to a repurchase program and at a discounted purchase price, up to 5,600,000 of its common shares under its normal course issuer bid from a third party – the third party will abide by the requirements governing normal course issuer bids as though it was the issuer, subject to certain modifications, including that the third party will not make any purchases under the program pursuant to a pre-arranged trade – common shares delivered to the issuer for cancellation will be common shares from the third party's existing inventory – due to the discounted purchase price, the common shares cannot be acquired through the TSX trading system – but for the fact that the common shares cannot be acquired through the TSX trading system, the Issuer could otherwise acquire such shares in accordance with TSX rules and in reliance upon the issuer bid exemption available under section 4.8 of NI 62-104 – the third party will purchase common shares under the program on the same basis as if the Issuer had conducted the bid in reliance on the normal course issuer bid exemptions set out in securities legislation – no adverse economic impact on, or prejudice to the Issuer or its security holders – acquisition of securities exempt from the requirements applicable to issuer bids in Part 2 of NI 62-104, subject to conditions, including that the agreement governing the program will prohibit the third party from selling common shares from its existing inventory to the issuer under the program unless it has purchased, or had purchased on its behalf, an equivalent number of common shares on the market, which number of common shares must be equal to the number of common shares sold to the issuer. Statutes Cited National Instrument 62-104 Take-Over Bids and Issuer




AND


ORDER


in Part 2 of NI 62-104 (the “Issuer Bid Requirements”) in respect of the proposed purchases by the Issuer of up to 5,600,000 (the “Program Maximum”) of its common shares (the “Common Shares”) from The Toronto-Dominion Bank (“TD”) pursuant to a repurchase program (the “Program”); AND UPON considering the Application and the recommendation of staff of the Commission; AND UPON the Issuer (and the TD Entities (as defined below) in respect of paragraphs paragraphs 5, 6, 7, 8, 23, 24, 27 to 36, inclusive, 43 and 44 as they relate to the TD Entities) having represented to the Commission that: 1. The Issuer is a corporation governed by the




provinces and territories of Canada (the “Jurisdictions”) and the Common Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) under the symbols “CNR” and “CNI”, respectively. The Issuer is not in default of any requirement of the securities legislation of the Jurisdictions.



5. TD is a full service Schedule 1 Bank under the

Bank Act (Canada). The corporate headquarters of TD are located in the Province of Ontario.

6. TD does not directly or indirectly own more than

5% of the issued and outstanding Common Shares.

7. TD is the beneficial owner of at least 5,600,000

Common Shares, none of which were acquired by, or on behalf of, TD in anticipation or contemplation of resale to the Issuer (such Common Shares over which TD has beneficial ownership, the “Inventory Shares”). No Common Shares were purchased by, or on behalf of, TD on or after May 27, 2016, being the date that was 30 days prior to the date of the Application, in anticipation or contemplation of a sale of Common Shares by TD to the Issuer.

8. TD is at arm's length to the Issuer and is not an

“insider” of the Issuer or “associate” of an “insider” of the Issuer, or an “associate” or “affiliate” of the Issuer, as such terms are defined in the Securities Act (Ontario) (the “Act”). TD is an “accredited


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(2016), 39 OSCB 6921

investor” within the meaning of National Instrument 45-106 Prospectus Exemptions.


Normal Course Issuer Bid (the “Original Notice”) which was accepted by the TSX effective October 30, 2015, the Issuer was permitted to make a normal course issuer bid (the “Normal Course Issuer Bid”) to purchase up to 33,000,000 Common Shares, representing approximately 4.9% of the Issuer's public float of Common Shares as of the date specified in the Original Notice. The Original Notice described the terms of the Initial Scotia Program (as defined below). On November 27, 2015, the TSX accepted an amendment to the Original Notice (the “Amendment” and together with the Original Notice, the “Notice”) to reflect an increase to the maximum number of Common Shares that may be purchased under the Initial Scotia Program and to specifically contemplate purchases by the Issuer pursuant to one or more additional share purchase program agreements conducted pursuant to issuer bid exemption orders issued by securities regulatory authorities. The Notice also specifies that purchases under the Normal Course Issuer Bid will be conducted through the facilities of the TSX and the NYSE or alternative trading systems, if eligible, or by such other means as may be permitted by the TSX or a securities regulatory authority in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the “TSX Rules”), including under automatic trading plans and by private agreements or share repurchase programs under issuer bid exemption orders issued by securities regulatory authorities.


in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(2) of NI 62-104 (the “Designated Exchange Exemp-tion”).

11. The Normal Course Issuer Bid is also being

conducted in the normal course on the NYSE and other permitted published markets (collectively with the NYSE, the “Other Published Markets”) in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(3) of NI 62-104 (the “Other Published Markets Exemp-tion”, and together with the Designated Exchange Exemption, the “Exemptions”).



13. The Issuer may, from time to time, appoint a non-independent purchasing agent (a “Plan Trustee”) to fulfill requirements for the delivery of Common Shares under the Issuer's security-based compen-sation plans (the “Plan Trustee Purchases”). A Plan Trustee has not been appointed by the Issuer and no Plan Trustee Purchases will be required during the Program Term (as defined below).

14. Effective October 30, 2015, the Issuer

implemented an automatic repurchase plan (the “ARP”) to permit the Issuer to make purchases under the Normal Course Issuer Bid at such times when the Issuer would not be permitted to trade in its securities, including regularly scheduled quarterly blackout periods and other internal blackout periods (each such time, a “Blackout Period”). The ARP was approved by the TSX and is in compliance with the TSX Rules and applicable securities law. The ARP is not currently in effect and will not be in effect during the Program Term.






October 27, 2015 (the “October Order”) pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,000,000 Common Shares from The Bank of Nova Scotia (“Scotia”) pursuant to a share repurchase program (the “Initial Scotia Program”). On November 27, 2015, the Commission granted the Issuer an order pursuant to section 144 of the Act varying the October Order so as to increase the maximum number of Common Shares that may be purchased under the Initial Scotia Program from 4,000,000 to 5,175,000 Common Shares (such varied Initial Scotia Program, the “Scotia Program”). The Issuer purchased 5,175,000 Common Shares under the Scotia Program, which was completed on December 22, 2015.


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(2016), 39 OSCB 6922

18. The Commission granted an order on December 18, 2015 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,356,000 Common Shares from Royal Bank of Canada (“RBC”) pursuant to a share repurchase program (the “First RBC Program”). The Issuer purchased 4,356,000 Common Shares under the First RBC Program, which was completed on February 11, 2016.






2016 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 11,220,000 Common Shares from Canadian Imperial Bank of Commerce (“CIBC”) pursuant to a share repurchase program (the “CIBC Program”). As at June 22, 2016, the Issuer has purchased 6,928,690 Common Shares under the CIBC Program. The CIBC Program will terminate on the earlier of September 9, 2016 and the date on which the Issuer will have purchased 11,220,000 Common Shares from CIBC under the CIBC Program. The Issuer expects the CIBC Program to be completed on or about August 11, 2016.



(i) up to 1,000,000 Common Shares from

BMO Nesbitt Burns Inc. (“BMO Nesbitt”) pursuant to a share repurchase program (the “BMO Nesbitt Program”). The BMO Nesbitt Program will begin on the Trading

Day (as defined below) following the completion or termination of the CIBC Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 1,000,000 Common Shares from BMO Nesbitt under the BMO Nesbitt Program; and

(ii) up to 849,000 Common Shares from

Bank of Montreal (“BMO”) pursuant to a share repurchase program (the “BMO Program”). The BMO Program will begin on the Trading Day following the completion or termination of the BMO Nesbitt Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 849,000 Common Shares from BMO under the BMO Program.


during, and as a part of, the Normal Course Issuer Bid. The Program will be governed by, and conducted in accordance with, the terms and conditions of a Repurchase Program Agreement (the “Program Agreement”) that will be entered into among the Issuer, TD and TD Securities Inc. (“TDSI”, and together with TD, the “TD Entities”) prior to the commencement of the Program and a copy of which will be delivered by the Issuer to the Commission promptly thereafter.


following the completion or termination of the BMO Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased the Program Maximum from TD (the “Program Term”). Neither the Issuer nor any of the TD Entities may unilaterally terminate the Program Agreement during the Program Term, except in the case of an event of default by a party thereunder.


commencement of the Program, the Issuer will issue a press release that has been pre-cleared by the TSX that describes the material features of the Program and discloses the Issuer’s intention to participate in the Program during the Normal Course Issuer Bid (the “Press Release”).




TD has retained TDSI to acquire Common Shares through the facilities of the TSX and on Other Published Markets in Canada (each, a “Canadian Other Published Market” and collectively with the


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(2016), 39 OSCB 6923

TSX, the “Canadian Markets”) under the Pro-gram. No Common Shares will be acquired under the Program on any Other Published Markets other than Canadian Other Published Markets.

28. TDSI is registered as an investment dealer under

the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Qué-bec, Nova Scotia, Newfoundland and Labrador, New Brunswick, Prince Edward Island, Yukon, the Northwest Territories and Nunavut. It is also registered as a futures commission merchant under the Commodity Futures Act (Ontario), as a derivatives dealer under the Derivatives Act (Québec), and as dealer (futures commission merchant) under The Commodity Futures Act (Manitoba). TDSI is a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Canadian Investor Protection Fund, a participating organization or member of the TSX, TSX Venture Exchange and Canadian Securities Exchange, and an approved participant of the Bourse de Montréal. The head office of TDSI is located in Toronto, Ontario.

29. The Program Term will include Blackout Periods.

The Program Agreement provides that, during such times, TD will conduct the Program in its sole discretion, in accordance with the irrevocable instructions established at a time when the Issuer was not in a Blackout Period, in compliance with exchange and securities regulatory requirements applicable to automatic repurchase plans. The Program and its terms have been approved by the TSX and would, during a Blackout Period, be an “automatic securities purchase plan” as defined in National Instrument 55-104 Insider Reporting Requirements and Exemptions.

30. At such times during the Program Term when the

Issuer is not in a Blackout Period, TDSI will purchase Common Shares on the applicable Trading Day (as defined below) in accordance with instructions received by TDSI from the Issuer prior to the opening of trading on such day, which instructions will be the same instructions that the Issuer would give to Scotia Capital Inc., as its designated Canadian broker in respect of the Normal Course Issuer Bid, if it was conducting the Normal Course Issuer Bid in reliance on the Exemptions.


Common Shares acquired for the purposes of the Program by TDSI on a day during the Program Term on which Canadian Markets are open for trading (each, a “Trading Day”) must be acquired on Canadian Markets in accordance with the TSX Rules and any by-laws, rules, regulations or policies of any Canadian Markets upon which purchases are carried out (collectively, the “NCIB Rules”) that would be applicable to the Issuer in

connection with the Normal Course Issuer Bid, provided that:

(i) the aggregate number of Common

Shares to be acquired on Canadian Markets by TDSI on each Trading Day shall not exceed the maximum daily limit that is imposed upon the Normal Course Issuer Bid pursuant to the TSX Rules, determined with reference to an average daily trading volume that is based on the trading volume of the Common Shares on all Canadian Markets rather than being limited to the trading volume on the TSX only (the “Modified Maximum Daily Limit”), it being understood that the aggregate number of Common Shares to be acquired on the TSX by TDSI on each Trading Day will not exceed the maximum daily limit that is imposed on the Normal Course Issuer Bid pursuant to the TSX Rules;


Shares acquired by TDSI in connection with the Program shall not exceed the Program Maximum;


Shares acquired by TDSI in connection with the Program on Canadian Other Published Markets shall not exceed that number of Common Shares remaining eligible for purchase pursuant to the Other Published Markets Exemption, calculated as at the date of the Program Agreement;


occurrence of a cessation of trading on the TSX or other event that would impair TDSI's ability to acquire Common Shares on Canadian Markets on such Trading Day (a “Market Disruption Event”), TDSI will cease acquiring Common Shares on such Trading Day and the number of Common Shares acquired by TDSI to such time on such Trading Day will be the “Acquired Shares” in respect of that Trading Day for the purposes of the Program; and


exception provided for in the TSX Rules, no purchases will be made by TDSI on any Canadian Markets pursuant to a pre-arranged trade.


Trading Day, TDSI will purchase the Number of Common Shares. The “Number of Common Shares” will be no greater than the least of: (a) the quotient of an agreed upon daily Canadian


August 4, 2016

(2016), 39 OSCB 6924

dollar amount divided by the Discounted Price; (b) the Program Maximum less the aggregate number of Common Shares previously purchased by TDSI under the Program; (c) on a Trading Day on which a Market Disruption Event occurred, the Acquired Shares; and (d) the Modified Maximum Daily Limit. The “Discounted Price” per Common Share will be equal to (i) the volume weighted average price of the Common Shares on the Trading Day on which purchases were made less an agreed upon discount, or (ii) upon the occurrence of a Market Disruption Event, the volume weighted average price of the Common Shares at the time of the Market Disruption Event less an agreed upon discount.

33. Under the Program Agreement, TD will deliver to

the Issuer that number of Inventory Shares equal to the number of Common Shares purchased by TDSI on a Trading Day under the Program on the second Trading Day thereafter, and the Issuer will pay TD a purchase price equal to the Discounted Price for each such Inventory Share. Each Inventory Share purchased by the Issuer under the Program will be cancelled upon delivery to the Issuer.

34. The Program Agreement will prohibit TD from

selling any Inventory Shares to the Issuer under the Program unless TDSI has purchased the equivalent number of Common Shares on the Canadian Markets. The number of Common Shares that are purchased by TDSI on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for such Trading Day.


from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (b) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer, (c) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (d) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the TD Entities.


purchases of Common Shares under the Program will be made by TDSI and that neither of the TD Entities will engage in any hedging activity in connection with the conduct of the Program.


Shares under the Program to the TSX in accor-dance with the TSX Rules. In addition, immediately following the completion of the Program, the Issuer will: (a) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (b)

file a notice on the System for Electronic Document Analysis and Retrieval (SEDAR) disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.


purchase Common Shares from TD at a lower price than the price at which it would be able to purchase an equivalent quantity of Common Shares under the Normal Course Issuer Bid in reliance on the Exemptions, and (b) the purchase of Common Shares pursuant to the Program is in the best interests of the Issuer and constitutes a desirable use of the Issuer's funds.


discount to the prevailing market price and below the prevailing bid-ask price for the Common Shares on the TSX at the time that the Issuer purchases Common Shares from TD, the Issuer could otherwise acquire such Common Shares through the facilities of the TSX as a “block purchase” in accordance with the block purchase exception in paragraph 629(1)7 of the TSX Rules and the Designated Exchange Exemption.


purchase of Common Shares by TDSI in connection with the Program, and the sale of Inventory Shares by TD to the Issuer will not adversely affect the Issuer or the rights of any of the Issuer's security holders and it will not materially affect control of the Issuer.

41. The sale of Inventory Shares to the Issuer by TD

will not be a “distribution” (as defined in the Act). 42. The Issuer will be able to acquire the Inventory

Shares from TD without the Issuer being subject to the dealer registration requirements of the Act.

43. At the time that the Issuer and the TD Entities

enter into the Program Agreement, neither the Issuer, nor any member of the Equity Derivatives group of TD, nor any personnel of either of the TD Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any “material change” or “material fact” (each as defined in the Act) with respect to the Issuer or the Common Shares that has not been generally disclosed (the “Undis-closed Information”).

44. Each of the TD Entities has policies and

procedures that are designed to ensure conduct of the Program in accordance with, among other things, the Program Agreement and to preclude those persons responsible for administering the Program from acquiring any Undisclosed Information during the conduct of the Program.


August 4, 2016

(2016), 39 OSCB 6925

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest; IT IS ORDERED pursuant to section 6.1 of NI 62-104 that the Issuer be exempt from the Issuer Bid Requirements in respect of the purchase of Inventory Shares from TD pursuant to the Program, provided that:



purchases of Common Shares under the Program will be made only on Canadian Markets, and only by TDSI;


TDSI abide by the NCIB Rules applicable to the Normal Course Issuer Bid, subject to clauses 31 (i) and (v) hereof;


the TD Entities maintain records of all purchases of Common Shares that are made by TDSI pursuant to the Program, which will be available to the Commission and IIROC upon request;

(e) the Program Agreement will prohibit TD

from selling Inventory Shares to the Issuer under the Program unless TDSI has purchased an equivalent number of Common Shares on the Canadian Markets, and the Program Agreement will provide that the number of Common Shares that are purchased by TDSI on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for that Trading Day;

(f) the Common Shares acquired by TDSI

under the Program will be taken into account by the Issuer when calculating the maximum annual aggregate limits that are imposed upon the Normal Course Issuer Bid in accordance with the TSX Rules and those Common Shares that were purchased by TDSI on Canadian Other Published Markets will be taken into account by the Issuer when calculating the maximum aggregate limits that are imposed upon the Issuer in accordance with the Other Published Markets Exemption;

(g) the Program Agreement will (i) prohibit

the Issuer from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (ii) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer,

(iii) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (iv) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the TD Entities;

(h) each purchase made by TDSI through

the facilities of the Canadian Markets pursuant to the Program shall be marked with such designation as would be required by the applicable marketplace and UMIR for trades made by an agent of the Issuer;


is entered into by the Issuer and the TD Entities, the Common Shares must be “highly liquid securities”, as that term is defined in section 1.1 of OSC Rule 48-501 and section 1.1 of UMIR;

(j) at the time that the Issuer and the TD

Entities enter into the Program Agreement, neither the Issuer, nor any member of the Equity Derivatives group of TD, nor any personnel of either of the TD Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any Undisclosed Information; and


Common Shares under the Program to the TSX in accordance with the TSX Rules, immediately following the completion of the Program, the Issuer will: (i) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (ii) file a notice on SEDAR disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.



August 4, 2016

(2016), 39 OSCB 6926

2.3 Orders with Related Settlement Agreements 2.3.1 Scotia Capital Inc. et al. – ss. 127(1), (2)



AND

IN THE MATTER OF SCOTIA CAPITAL INC., SCOTIA SECURITIES INC. AND

HOLLISWEALTH ADVISORY SERVICES INC.

ORDER (Subsections 127(1) and 127(2))

WHEREAS:

1. on July 26, 2016, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing in relation to the Statement of Allegations filed by Staff of the Commission (“Commission Staff”) on July 26, 2016 with respect to Scotia Capital Inc., Scotia Securities Inc. and HollisWealth Advisory Services Inc. (the “Scotia Dealers”);

2. the Notice of Hearing gave notice that on July 29, 2016, the Commission would hold a hearing to consider

whether it is in the public interest to approve a settlement agreement between Commission Staff and the Scotia Dealers dated July 25, 2016 (the “Settlement Agreement”);

3. in the Statement of Allegations, Commission Staff alleged that there were inadequacies in the Scotia Dealers’

systems of controls and supervision which formed part of their compliance systems (the “Control and Supervision Inadequacies”) which resulted in clients of the Scotia Dealers paying excess fees that were not detected or corrected by the Scotia Dealers in a timely manner;

4. Commission Staff do not allege, and have found no evidence of dishonest conduct by the Scotia Dealers; 5. Commission Staff are satisfied that the Scotia Dealers discovered and self-reported the Control and

Supervision Inadequacies to Commission Staff; 6. Commission Staff are satisfied that during their investigation of the Control and Supervision Inadequacies, the

Scotia Dealers provided prompt, detailed and candid cooperation to Commission Staff; 7. Commission Staff are satisfied that the Scotia Dealers had formulated an intention to pay appropriate

compensation to clients and former clients when they self-reported the Control and Supervision Inadequacies to Commission Staff;

8. as part of the Settlement Agreement, the Scotia Dealers undertake to:

(a) pay appropriate compensation to eligible clients and former clients who were harmed by the Control and Supervision Inadequacies (the “Affected Clients”) in accordance with a plan submitted by the Scotia Dealers to Commission Staff (the “Compensation Plan”) and to report to a manager or deputy director in the Compliance and Registrant Regulation Branch of the Commission (the “OSC Manager”) in accordance with the Compensation Plan;

(b) make a voluntary payment of $50,000 to reimburse the Commission for costs incurred or to be

incurred by it, in accordance with subsection 3.4(2)(a) of the Securities Act (the “Act”); and (c) make a further voluntary payment of $800,000, to be designated for allocation or use by the

Commission in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act

(the “Undertaking”);

9. the Commission has received the voluntary payments totalling $850,000 in escrow pending approval of the Settlement Agreement;


August 4, 2016

(2016), 39 OSCB 6927

10. the Commission reviewed the Settlement Agreement, the Notice of Hearing and the Statement of Allegations and heard submissions from counsel for the Scotia Dealers and from Commission Staff; and

11. the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED THAT:

(a) pursuant to subsection 127(1) of the Act, the Settlement Agreement is approved; (b) pursuant to subsection 127(2) of the Act, the approval of the Settlement Agreement is subject to the following

terms and conditions:

(i) within 90 days of receiving comments from Commission Staff regarding the procedures, controls and supervisory and monitoring systems designed to prevent the re-occurrence of the Control and Supervision Inadequacies in the future (the “Enhanced Control and Supervision Procedures”), the Scotia Dealers shall provide to the OSC Manager revised written policies and procedures (the “Revised Policies and Procedures”) that, to the satisfaction of the OSC Manager, are responsive to any remaining issues raised by Commission Staff with regard to the Scotia Dealers’ policies and procedures to establish the Enhanced Control and Supervision Procedures (the “Remaining Issues”);

(ii) thereafter, the Scotia Dealers shall make such further modifications to their Revised Policies and

Procedures as are required to ensure that the Revised Policies and Procedures address any Remaining Issues to the satisfaction of the OSC Manager;

(iii) within 8 months of receiving confirmation from the OSC Manager that the Revised Policies and

Procedures satisfy the Remaining Issues raised by Commission Staff (the “Confirmation Date”), the Scotia Dealers shall submit a letter (the “Attestation Letter”), signed by the Ultimate Designated Person and the Chief Compliance Officer for each of the Scotia Dealers, to the OSC Manager, expressing their opinion as to whether the Enhanced Control and Supervision Procedures were adequately followed, administered and enforced by the Scotia Dealer for the 6 month period commencing from the Confirmation Date;

(iv) the Attestation Letter shall be accompanied by a report which provides a description of the testing

performed to support the conclusions contained in the Attestation Letter; (v) the Scotia Dealers shall submit such additional reports as may be requested by the OSC Manager

for the purpose of satisfying the OSC Manager that the opinion expressed in the Attestation Letter described in subparagraph (b)(iii) above is valid;

(vi) any of the Scotia Dealers or Commission Staff may apply to the Commission for directions in respect

of any issues that may arise with regard to the implementation of subparagraphs (b)(i) to (v) above; and

(vii) the Scotia Dealers shall comply with the Undertaking; and

(c) the voluntary payment referred to in recital 8(c) above is designated for allocation or use by the Commission in

accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act. DATED at Toronto, Ontario this 29th day of July, 2016

“Timothy Moseley”

“William J. Furlong” “Monica Kowal”


August 4, 2016

(2016), 39 OSCB 6928



AND



SETTLEMENT AGREEMENT BETWEEN STAFF OF THE COMMISSION AND

SCOTIA CAPITAL INC., SCOTIA SECURITIES INC. AND HOLLISWEALTH ADVISORY SERVICES INC.

PART I – INTRODUCTION 1. The Ontario Securities Commission (the “Commission”) will issue a Notice of Hearing to announce that it will hold a

hearing to consider whether, pursuant to subsections 127(1) and (2) of the Securities Act, R.S.O. 1990, c. S-5, as amended (the “Act”), it is in the public interest for the Commission to make certain orders in respect of Scotia Capital Inc. (“SCI”), Scotia Securities Inc. (“SSI”) and HollisWealth Advisory Services Inc. (“HW”) (together, the “Scotia Dealers”).

2. SCI is a corporation amalgamated pursuant to the laws of Ontario. SCI is a member of the Investment Industry

Regulatory Organization of Canada (“IIROC”) and is registered with the Commission as an investment dealer. The matters described below with regard to SCI pertain only to the business units within SCI that provide advice to retail clients, namely ScotiaMcLeod, a division of SCI, and HollisWealth, a division of SCI.

3. Each of SSI and HW is a corporation incorporated pursuant to the laws of Ontario and each is a member of the Mutual

Fund Dealers Association of Canada (“MFDA”) and is registered with the Commission as a mutual fund dealer. 4. Commencing in February 2015, the Scotia Dealers self-reported to Staff of the Commission (“Commission Staff”) the

matters described in Part III below. During Commission Staff’s investigation of these matters, the Scotia Dealers provided prompt, detailed and candid co-operation to Commission Staff.

5. As summarized at paragraph 12 below and more fully described in Part III below, it is Commission Staff’s position that

there were inadequacies in the Scotia Dealers’ systems of controls and supervision which formed part of their compliance systems (the “Control and Supervision Inadequacies”) which resulted in certain clients paying, directly or indirectly, excess fees that were not detected or corrected by the Scotia Dealers in a timely manner.

PART II – JOINT SETTLEMENT RECOMMENDATION 6. Commission Staff and the Scotia Dealers have agreed to a settlement of the proceeding initiated in respect of the

Scotia Dealers by Notice of Hearing dated July 26, 2016 (the “Proceeding”) based on the terms and conditions set out in this settlement agreement (the “Settlement Agreement”). Commission Staff have consulted with IIROC Staff and MFDA Staff in relation to the underlying facts which are the subject matter of this Settlement Agreement.

7. Pursuant to this Settlement Agreement, Commission Staff agree to recommend to the Commission that the Proceeding

be resolved and disposed of in accordance with the terms and conditions contained herein. 8. It is Commission Staff’s position that:

(a) the statement of facts set out by Commission Staff in Part III below, which is based on an investigation carried out by Commission Staff following the self-reporting by the Scotia Dealers, is supported by the evidence reviewed by Commission Staff and the conclusions contained in Part III are reasonable; and

(b) it is in the public interest for the Commission to approve this Settlement Agreement, having regard to the

following considerations:

(i) Commission Staff’s allegations are that each of the Scotia Dealers failed to establish, maintain and apply procedures to establish controls and supervision:


August 4, 2016

(2016), 39 OSCB 6929

A. sufficient to provide reasonable assurance that the Scotia Dealers, and each individual acting on behalf of the Scotia Dealers, complied with securities legislation, including the requirement to deal fairly with clients with regard to fees; and

B. that were reasonably likely to identify the non-compliance described in A. above at an early

stage that would have allowed the Scotia Dealers to correct the non-compliant conduct in a timely manner;

(ii) Commission Staff do not allege, and have found no evidence of dishonest conduct by the Scotia

Dealers; (iii) the Scotia Dealers discovered and self-reported the Control and Supervision Inadequacies to

Commission Staff; (iv) during the investigation of the Control and Supervision Inadequacies following the self-reporting by

the Scotia Dealers, the Scotia Dealers provided prompt, detailed and candid cooperation to Commission Staff;

(v) the Scotia Dealers had formulated an intention to pay appropriate compensation to clients and former

clients when they self-reported the Control and Supervision Inadequacies to Commission Staff and, thereafter, the Scotia Dealers co-operated with Commission Staff with a view to providing appropriate compensation to clients and former clients who were harmed by any of the matters in Part III below, including the Control and Supervision Inadequacies (the “Affected Clients”);

(vi) as part of this Settlement, the Scotia Dealers have agreed to pay appropriate compensation to the

Affected Clients, in accordance with a plan submitted by the Scotia Dealers to Commission Staff and presented to the Commission (the “Compensation Plan”). As at the date of this Settlement Agreement, the Scotia Dealers anticipate paying compensation to Affected Clients of $19,997,821.01 in the aggregate in respect of the Control and Supervision Inadequacies;

(vii) the Compensation Plan prescribes, among other things:

A. the detailed methodology to be used for determining the compensation to be paid to the

Affected Clients, including the time value of money in respect of any monies owed by the Scotia Dealers to the Affected Clients;

B. the approach to be taken with regard to contacting and making payments to the Affected

Clients; C. the timing to complete the various steps included in the Compensation Plan; D. a $25 de minimis exception (the aggregate of such de minimis amounts as at the date of

this settlement is approximately $89,835.64 as compared to $19,997,821.01 in compensation to be paid), which aggregate de minimis amount will be donated to Canadian Foundation for Economic Education;

E. the approach to be taken to any remaining funds that are not paid out to Affected Clients

after the steps included in the Compensation Plan have been fully implemented. In that regard, the Compensation Plan provides that if the Scotia Dealers are not able to contact any former Affected Clients, notwithstanding the steps described in the Compensation Plan, each Scotia Dealer will use reasonable efforts to locate any Affected Clients who are entitled to payment of $200 or more including directory searches, internet searches, and the employment of third parties to assist in the search. If the Scotia Dealer determines that a client is deceased but does not know the identity of the personal representative of the client’s estate, and the estate is entitled to more than $400, the Scotia Dealer shall make reasonable efforts to identify the personal representative of the deceased client. Subject to any applicable unclaimed property legislation, any amounts remaining undistributed to non-located clients by December 31, 2018 will be donated to Canadian Foundation for Economic Education;

F. the resolution of client inquiries through an escalation process; and


August 4, 2016

(2016), 39 OSCB 6930

G. regular reporting to a manager or deputy director in the Compliance and Registrant Regulation Branch of the Commission (“OSC Manager”) detailing the Scotia Dealers’ progress with respect to the implementation of the Compensation Plan, including with regard to the resolution of client inquiries;

(viii) at the request of Commission Staff, each of the Scotia Dealers conducted an extensive review of its

other businesses operating in Canada to identify whether there were any other instances of inadequacies in their systems of controls and supervision leading to clients directly paying excess fees, or indirectly paying excess fees on mutual funds managed by 1832 Asset Management L.P. (“1832 LP”), an affiliate of the Scotia Dealers. Based on this review, the Scotia Dealers have advised Commission Staff that there are no other instances other than those instances of Control and Supervision Inadequacies described herein;

(ix) the Scotia Dealers are taking corrective action including implementing additional controls and

supervision to address the Control and Supervision Inadequacies, by establishing procedures and implementing controls, supervisory and monitoring systems designed to prevent the re-occurrence of the Control and Supervision Inadequacies in the future (the “Enhanced Control and Supervision Procedures”) and, as part of this Settlement Agreement, the Scotia Dealers are required to report to the OSC Manager on the development and implementation of the Enhanced Control and Supervision Procedures;

(x) the Scotia Dealers have agreed to make a voluntary payment of $800,000 to be designated for

allocation or use by the Commission in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act;

(xi) the Scotia Dealers have agreed to make a further voluntary payment of $50,000 to reimburse the

Commission for costs incurred or to be incurred; (xii) the total agreed voluntary payment of $850,000 will be paid by wire transfer before the

commencement of the hearing before the Commission to approve this Settlement Agreement, which payment is conditional upon approval of this Settlement Agreement by the Commission; and

(xiii) the terms of this Settlement Agreement are appropriate in all the circumstances, including mitigating

factors and the principles of general and specific deterrence. Commission Staff are of the view that the voluntary payments referred to above in addition to the amounts to be paid as compensation to Affected Clients by the Scotia Dealers will emphasize to the marketplace that Commission Staff expect registrants to have compliance systems with appropriate controls and supervision in place which:

A. provide reasonable assurance that registrants, and each individual acting on behalf of

registrants, are complying with securities legislation, including the requirement to deal fairly with clients with regard to fees; and

B. are reasonably likely to allow registrants to identify and correct non-compliance with

securities legislation in a timely manner. 9. The Scotia Dealers neither admit nor deny the accuracy of the facts or the conclusions of Commission Staff as set out

in Part III of this Settlement Agreement. 10. The Scotia Dealers agree to this Settlement Agreement and to the making of an order in the form attached as Schedule

“A”. PART III – COMMISSION STAFF’S STATEMENT OF FACTS AND CONCLUSIONS A. Overview 11. Commencing in February 2015, the Scotia Dealers self-reported the Control and Supervision Inadequacies to

Commission Staff. Some SCI clients have fee-based accounts and are charged a fee for investment management services received in respect of assets held in the account (the “Fee-Based Accounts”). The investment management fee is based on the client’s assets under management (the “Account Fee”).

12. The Control and Supervision Inadequacies are summarized as follows:


August 4, 2016

(2016), 39 OSCB 6931

(a) for some SCI clients with Fee-Based Accounts, certain non-exchange traded mutual funds with embedded trailer fees held in Fee-Based Accounts were incorrectly included in Account Fee calculations, resulting in some clients paying excess fees during the period January 1, 2009 to May 1, 2015;

(b) for some SCI clients with Fee-Based Accounts, assets held in their Fee-Based Accounts included exchange

traded funds (“ETFs”), resulting in some clients paying excess fees because SCI received trailer fees during the period January 1, 2009 to December 31, 2015 in addition to the Account Fee;

(c) for some SCI clients with Fee-Based Accounts, assets held in their Fee-Based Accounts included structured

notes and closed end funds (“Structured Products”), resulting in some clients paying excess fees because SCI received trailer fees during the period January 1, 2009 to December 31, 2015 in addition to the Account Fee; and

(d) beginning in November 2008, some clients of the Scotia Dealers were not advised that they qualified for a

lower Management Expense Ratio (“MER”) series of an MER Differential Fund (as defined below) and indirectly paid excess fees when they invested in the higher MER series of the same mutual fund (the “MER Differential Issue”).

13. These Control and Supervision Inadequacies continued undetected for an extended period of time. The Scotia Dealers

discovered the Control and Supervision Inadequacies following inquiries made and/or reviews conducted by the relevant Scotia Dealers.

14. As set out in greater detail below in the section entitled Mitigating Factors, the Scotia Dealers have taken and are

taking several remedial steps in order to correct the Control and Supervision Inadequacies. 15. The Scotia Dealers have engaged an independent third party to assist them in identifying, calculating, and validating

the amounts to be paid to Affected Clients. B. The Control and Supervision Inadequacies (a) Excess Account Fees Paid on Certain Mutual Funds 16. For some of SCI’s clients who have Fee-Based Accounts, assets held in a Fee-Based Account included certain non-

exchange traded mutual funds with trailer fees paid by the investment fund manager of such funds to SCI. As part of its review relating to this matter, SCI identified that 15 of these mutual funds had been incorrectly classified for fee-billing purposes during the period January 1, 2009 to December 31, 2014 and were therefore incorrectly included in the calculation of the Account Fee in some Fee-Based Accounts and, as a result, some SCI clients were charged excess Account Fees. Specifically,

(a) it was determined that SCI did not have adequate systems of internal controls and supervision in place to

ensure that the incorrectly classified mutual funds were classified correctly and excluded consistently from the calculation of the Account Fee;

(b) it was determined that SCI’s internal controls failed to detect this Control and Supervision Inadequacy in a

timely manner; and (c) SCI took immediate steps to ensure the incorrectly classified mutual funds were classified correctly and

excluded consistently from the calculation of the Account Fee on a going forward basis. 17. Upon identification of the issue described above, SCI took steps to determine the extent of the problem and how to

compensate Affected Clients who paid excess Account Fees. SCI engaged an independent third party to identify, calculate and validate the amounts to be paid to Affected Clients as compensation for the excess Account Fees paid by them. Having taken the steps described above, SCI self-reported this Control and Supervision Inadequacy to Commission Staff. By May 1, 2015, SCI had corrected the classification errors that had occurred so that there would be no recurrence of an excess Account Fee being charged in respect of these securities.

18. SCI has determined that, as a result of this Control and Supervision Inadequacy, approximately 111 client accounts

were charged excess Account Fees during the period January 1, 2009 to May 1, 2015. 19. SCI has agreed to compensate the Affected Clients who held these securities in their Fee-Based Accounts during the

relevant period in accordance with the Compensation Plan, which requires that SCI pay to the Affected Clients:

(a) the excess Account Fee;


August 4, 2016

(2016), 39 OSCB 6932

(b) an amount representing the applicable sales tax charged on the excess Account Fee; and (c) an amount representing the time value of money in respect of the excess Account Fee from the time the

excess Account Fee was charged to July 31, 2016, based on a simple interest rate of 5% per annum calculated monthly (the “MF Opportunity Cost”).

20. Where Account Fees were undercharged to the client, the benefit of those undercharges will not be set off against any

compensation amounts paid to the client. The undercharges will also not otherwise be charged to Affected Clients or any other clients.

21. As at the date of this Settlement Agreement, SCI has determined that the total amount to be paid to these Affected

Clients pursuant to the Compensation Plan, inclusive of the MF Opportunity Cost, is $152,709.07. (b) Trailer Fees Received in Respect of Certain ETFs 22. For some SCI clients with Fee-Based Accounts, assets held in the Fee-Based Account included certain trail version

ETFs that were subject to an Account Fee, thereby resulting in some clients indirectly paying excess fees when SCI received trailer fees in addition to the Account Fee.

23. As part of its review, SCI identified instances during the period from January 1, 2009 to December 31, 2015 in which its

clients had purchased trail version ETFs in Fee-Based Accounts. All of the securities in question were issued by third party issuers unrelated to SCI. Specifically,

(a) it was determined that SCI did not have adequate systems of internal controls and supervision in place to

ensure that clients were not subject, directly or indirectly, to trailer fees on ETFs in Fee-Based Accounts if the ETFs were subject to an Account Fee;

(b) it was determined that SCI’s internal controls failed to identify this Control and Supervision Inadequacy in a

timely manner; and (c) commencing in January 2016 SCI began taking steps to ensure that when clients purchase ETFs in a Fee-

Based Account that are subject to an Account Fee, they are not subject, directly or indirectly, to trailer fees on the ETFs.

24. Thereafter, SCI took steps to determine the extent of the problem and how to compensate Affected Clients. SCI self-

reported this Control and Supervision Inadequacy to Commission Staff. 25. SCI has determined that, as a result of this Control and Supervision Inadequacy, approximately 2,623 client accounts

were affected during the period January 1, 2009 to December 31, 2015. 26. SCI has agreed to compensate the Affected Clients who held these ETFs with trailer fees in their Fee-Based Accounts

during the relevant period in accordance with the Compensation Plan, which requires that SCI pay to the Affected Clients:

(a) an amount equal to the trailer fee received on these ETFs; and (b) an amount representing the time value of money in respect of this trailer fee from the time the trailer fee was

received to July 31, 2016, based on a simple interest rate of 5% per annum calculated monthly (the “ETF Opportunity Cost”).


Clients pursuant to the Compensation Plan, inclusive of the ETF Opportunity Cost, is approximately $589,673.98. (c) Trailer Fees Received in Respect of Certain Structured Products 28. As part of its review, SCI identified instances during the period from January 1, 2009 to December 31, 2015 in which its

clients had purchased Structured Products in Fee-Based Accounts where SCI received trailer fees from the issuer in addition to the Account Fee. All of the securities in question were issued by third party issuers unrelated to SCI.

29. In these instances, some SCI clients were charged an Account Fee in addition to an indirect trailer fee resulting in

some clients indirectly paying an excess fee. Specifically,

(a) the calculation of fees for these Structured Products did not exclude the trailer fee; and


August 4, 2016

(2016), 39 OSCB 6933

(b) effective in 2016, SCI will implement the Enhanced Control and Supervision Procedures, including procedures to ensure that any trailer fees received for Structured Products held in Fee-Based Accounts on or after January 1, 2016 for which Account Fees are charged will be paid to the client.

30. SCI has determined that, as a result of this Control and Supervision Inadequacy, approximately 30,218 client accounts

were affected during the period January 1, 2009 to December 31, 2015. 31. SCI has agreed to compensate Affected Clients who held these Structured Products in their Fee-Based Accounts

during the relevant period in accordance with the Compensation Plan, which requires that SCI pay to the Affected Clients:

(a) an amount equal to the trailer fee received on these Structured Products; and (b) an amount representing the time value of money in respect of this trailer fee from the time the fee was

received to July 31, 2016, based on a simple interest rate of 5% per annum calculated monthly (the “Structured Product Opportunity Cost”).


Clients pursuant to the Compensation Plan, inclusive of the Structured Product Opportunity Cost, is $10,332,039.30. (d) Excess Indirect Fees paid by some clients of the Scotia Dealers who invested in the MER Differential Funds 33. 1832 LP, an affiliate of the Scotia Dealers, manages a number of mutual funds that are available in different series.

For certain of these mutual funds, there are two series of the same mutual fund which differ solely in that the MER of one series, which has a higher minimum investment threshold, is lower than the MER of the other series (the “MER Differential Funds”).

34. The MER Differential Funds identified with instances of the Control and Supervision Inadequacies were:

(a) Dynamic Funds with a Series A and Series E where the MER differential varies from 8 to 56 basis points; (b) Dynamic Funds with a Series F and Series FI where the MER differential varies from 4 to 36 basis points; and (c) Scotia Money Market Fund with a Series A and Premium Series where the MER differential varies from 45 to

70 basis points.

35. In most cases the threshold for the lower MER series was an investment of $100,000 or greater, while in some cases it was $25,000 or greater.

36. These MER Differential Funds were launched between 2012 and 2014 except for the Scotia Money Market Fund,

Premium Series which was launched in November 2008. 37. The Scotia Dealers conducted a review of the MER Differential Funds to cover the period from November 2008 to July

31, 2016 and determined that certain client accounts invested in an MER Differential Fund that appeared to qualify for the lower MER series of an MER Differential Fund were not invested in that series and therefore the holders of those client accounts did not benefit from its lower MER. Specifically,

(a) the Scotia Dealers determined that they did not have adequate systems of internal controls and supervision in

place to ensure that when a purchase or transfer-in of an investment in an MER Differential Fund, alone or combined with existing holdings of the MER Differential Fund, exceeded the minimum investment threshold required to qualify for the lower MER series of the same mutual fund, the client was advised consistently that a lower MER series of the same mutual fund was available to the client;

(b) the Scotia Dealers determined that their internal controls failed to identify this Control and Supervision

Inadequacy in a timely manner; and (c) the Scotia Dealers began to implement enhancements to their processes to help identify clients that meet the

minimum thresholds required to qualify for the lower MER series. 38. The Scotia Dealers have determined that there are approximately 12,751 client accounts that ought to have been

invested in the lower MER series of an MER Differential Fund but were not from November 2008 to July 31, 2016.


August 4, 2016

(2016), 39 OSCB 6934

39. In accordance with the Compensation Plan, in respect of those client accounts, the Scotia Dealers will pay Affected Clients:

(a) an amount representing the difference in the return that the Affected Client would have received on any share

or unit held by the client of an MER Differential Fund had the client been invested in the lower MER class or series of that mutual fund in a timely manner upon becoming eligible to invest in the lower MER class or series held in that mutual fund for the entire period in which the Affected Client qualified for the lower MER class or series (the “Difference in Return”); and

(b) an amount representing the time value of money in respect of the Difference in Return from the date of sale,

conversion, transfer or disposition of any higher MER class or series of the Affected Funds for any periods up to July 31, 2016, based on a simple interest rate of 5% per annum except in respect of the Scotia Money Market Fund where the rate is the average annual return on the Scotia Money Market Fund Premium Series units for the 7 year compensation period from January 1, 2009 (the “MER Opportunity Cost”).

40. On this basis, the Scotia Dealers have determined that the total compensation to be paid to Affected Clients as a result

of the MER Differential Issue is approximately $8,923,398.66, inclusive of the MER Opportunity Cost, where applicable. The Scotia Dealers have also taken steps to migrate Affected Clients who continue to hold eligible units of the higher MER series of an MER Differential Fund as of August 2, 2016 to units of the lower MER series of the same fund. These are one-time changes which the Scotia Dealers will describe in their communication to Affected Clients, and which are for the sole purpose of resolving the Control and Supervision Inadequacy related to the MER Differential Funds. Other than a difference in the fees, there are no material differences between the higher MER series units and lower MER series units of the same MER Differential Fund. Further, the migration process will result in Affected Clients receiving a trade confirmation and, where applicable, a Fund Facts document in respect of the lower MER series of the Fund.

C. Breaches of Ontario Securities Law 41. In respect of the Control and Supervision Inadequacies, the Scotia Dealers failed to establish, maintain and apply

procedures to establish controls and supervision:

(a) sufficient to provide reasonable assurance that the Scotia Dealers, and each individual acting on behalf of the Scotia Dealers, complied with securities legislation, including the requirement to deal fairly with clients with regard to fees; and

(b) that were reasonably likely to identify the non-compliance described in (a) above at an early stage that would

have allowed the Scotia Dealers to correct the non-compliant conduct in a timely manner. 42. As a result, these instances of Control and Supervision Inadequacies constituted a breach of section 11.1 of National

Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations. In addition, the failures in the Scotia Dealers’ systems of controls and supervision associated with the Control and Supervision Inadequacies were contrary to the public interest.

D. Mitigating Factors 43. Commission Staff do not allege, and have found no evidence of dishonest conduct by the Scotia Dealers. 44. The Scotia Dealers discovered and self-reported the Control and Supervision Inadequacies to Commission Staff. 45. During the investigation of the Control and Supervision Inadequacies by Commission Staff following the self-reporting

by the Scotia Dealers, the Scotia Dealers provided prompt, detailed and candid cooperation to Commission Staff. 46. The Scotia Dealers had formulated an intention to pay appropriate compensation to Affected Clients in connection with

their self-reporting of the Control and Supervision Inadequacies to Commission Staff and, thereafter, the Scotia Dealers co-operated with Commission Staff with a view to providing appropriate compensation to the Affected Clients who were harmed by any of the Control and Supervision Inadequacies.

47. As part of this Settlement Agreement, the Scotia Dealers have agreed to pay appropriate compensation to the Affected

Clients, in accordance with the Compensation Plan. As at the date of this Settlement Agreement, the Scotia Dealers anticipate paying compensation to Affected Clients of approximately $19,997,821.01 in the aggregate in respect of the Control and Supervision Inadequacies.


August 4, 2016

(2016), 39 OSCB 6935

48. The Compensation Plan prescribes, among other things:

(a) the detailed methodology to be used for determining the compensation to be paid to the Affected Clients, including the time value of money owed by the Scotia Dealers to the Affected Clients;

(b) the approach to be taken with regard to contacting and making payments to the Affected Clients; (c) the timing to complete the various steps included in the Compensation Plan; (d) a $25 de minimis exception (the aggregate of such de minimis amounts as at the date of this settlement is

approximately $89,835.64 as compared to $19,997,821.01 in compensation to be paid), which aggregate de minimis amount will be donated to Canadian Foundation for Economic Education;

(e) the approach to be taken to any remaining funds that are not paid out to Affected Clients after the steps

included in the Compensation Plan have been fully implemented. In that regard, the Compensation Plan provides that if the Scotia Dealers are not able to contact any former Affected Clients, notwithstanding the steps described in the Compensation Plan, each Scotia Dealer will use reasonable efforts to locate any Affected Clients who are entitled to payment of $200 or more including directory searches, internet searches, and the employment of third parties to assist in the search. If the Scotia Dealer determines that a client is deceased but does not know the identity of the personal representative of the client’s estate, and the estate is entitled to more than $400, the Scotia Dealer shall make reasonable efforts to identify the personal representative of the deceased client. Subject to any applicable unclaimed property legislation, any amounts remaining undistributed to non-located clients on December 31, 2018 will be donated to Canadian Foundation for Economic Education;

(f) the resolution of client inquiries through an escalation process; and (g) regular reporting to the OSC Manager detailing the Scotia Dealers’ progress with respect to the

implementation of the Compensation Plan, including with regard to the resolution of client inquiries. 49. At the request of Commission Staff, each of the Scotia Dealers conducted an extensive review of its other businesses

operating in Canada to identify whether there were any other instances of inadequacies in their systems of controls and supervision leading to clients directly paying excess fees, or indirectly paying excess fees on mutual funds managed by 1832 LP. Based on this review, the Scotia Dealers have advised Commission Staff that there are no instances of Control and Supervision Inadequacies other than those described herein.

50. The Scotia Dealers are taking corrective action including implementing the Enhanced Control and Supervision

Procedures and, as part of this Settlement Agreement, the Scotia Dealers are required to report to the OSC Manager on the development and implementation of the Enhanced Control and Supervision Procedures.

51. The Scotia Dealers have agreed to make voluntary payments totalling $850,000, as described in paragraphs 8(b)(x)

and 8(b)(xi) above. 52. The Scotia Dealers will pay the total agreed voluntary payment of $850,000 by wire transfer before the commencement

of the hearing before the Commission to approve this Settlement Agreement, which payment is conditional upon approval of this Settlement Agreement by the Commission.

53. The terms of settlement are appropriate in all the circumstances, including mitigating factors and the principles of

general and specific deterrence. Commission Staff are of the view that the voluntary payments referred to above in addition to the amounts to be paid as compensation to Affected Clients by the Scotia Dealers will emphasize to the marketplace that Commission Staff expect registrants to have compliance systems with appropriate controls and supervision in place which:

(a) provide reasonable assurance that registrants, and each individual acting on behalf of registrants, are

complying with securities legislation, including the requirement to deal fairly with clients with regard to fees; and

(b) are reasonably likely to allow registrants to identify and correct non-compliance with securities legislation in a

timely manner.


August 4, 2016

(2016), 39 OSCB 6936

E. The Scotia Dealers’ Undertaking 54. By signing this Settlement Agreement, the Scotia Dealers undertake to:

(a) pay compensation to the Affected Clients in accordance with the Compensation Plan and to report to the OSC Manager in accordance with the Compensation Plan; and

(b) make the voluntary payments referred to in paragraphs 8(b)(x) and 8(b)(xi) above (the “Undertaking”).

PART IV – TERMS OF SETTLEMENT 55. The Scotia Dealers agree to the terms of settlement listed below and consent to the Order in substantially the form

attached hereto, that provides that:



(i) within 90 days of receiving comments from Commission Staff regarding the Enhanced Control and Supervision Procedures, the Scotia Dealers shall provide to the OSC Manager, revised written policies and procedures (the “Revised Policies and Procedures”) that, to the satisfaction of the OSC Manager, are responsive to any remaining issues raised by Commission Staff with regard to the Scotia Dealers’ policies and procedures to establish the Enhanced Control and Supervision Procedures (the “Remaining Issues”);




Procedures satisfy the Remaining Issues raised by Commission Staff (the “Confirmation Date”), the Scotia Dealers shall submit a letter (the “Attestation Letter”), signed by the Ultimate Designated Person and the Chief Compliance Officer for each of the Scotia Dealers, to the OSC Manager, expressing their opinion on whether the Enhanced Control and Supervision Procedures were adequately followed, administered and enforced by the Scotia Dealer for the 6 month period commencing from the Confirmation Date;






(vii) the Scotia Dealers shall comply with the Undertaking.

56. The Scotia Dealers agree to make the voluntary payments described in subparagraph 54(b) by wire transfer

before the commencement of the hearing before the Commission to approve this Settlement Agreement. PART V – COMMISSION STAFF COMMITMENT 57. If the Commission approves this Settlement Agreement, Commission Staff will not commence any proceeding under

Ontario securities law in relation to the Commission Staff’s Statement of Facts and Conclusions set out in Part III of this Settlement Agreement, subject to the provisions of paragraph 58 below and except with respect to paragraph 49 above, and nothing in this Settlement Agreement shall be interpreted as limiting Commission Staff’s ability to


August 4, 2016

(2016), 39 OSCB 6937

commence proceedings against the Scotia Dealers in relation to any control and supervision inadequacies leading to clients paying excess fees other than in respect of the matters described herein.

58. If the Commission approves this Settlement Agreement and any of the Scotia Dealers fails to comply with any of the

terms of this Settlement Agreement, Commission Staff may bring proceedings under Ontario securities law against the Scotia Dealers. These proceedings may be based on, but are not limited to, the Commission Staff’s Statement of Facts and Conclusions set out in Part III of this Settlement Agreement as well as the breach of this Settlement Agreement.

PART VI – PROCEDURE FOR APPROVAL OF SETTLEMENT 59. The parties will seek approval of this Settlement Agreement at a public hearing before the Commission scheduled for

July 29, 2016, or on another date agreed to by Commission Staff and the Scotia Dealers, according to the procedures set out in this Settlement Agreement and the Commission’s Rules of Procedure.

60. Commission Staff and the Scotia Dealers agree that this Settlement Agreement will form all of the evidence that will be

submitted at the settlement hearing on the Scotia Dealers’ conduct, unless the parties agree that additional evidence should be submitted at the settlement hearing.

61. If the Commission approves this Settlement Agreement, the Scotia Dealers agree to waive all rights to a full hearing,

judicial review or appeal of this matter under the Act. 62. If the Commission approves this Settlement Agreement, the Scotia Dealers will not make any public statement that is

inconsistent with this Settlement Agreement or with any additional evidence submitted at the settlement hearing. In addition, the Scotia Dealers agree that they will not make any public statement that there is no factual basis for this Settlement Agreement. Nothing in this paragraph affects the Scotia Dealers’ testimonial obligations or the right to take legal or factual positions in other reviews or legal proceedings in which the Commission and/or Commission Staff is not a party or in which any provincial or territorial securities regulatory authority in Canada and/or its Commission Staff is not a party (“Other Proceedings”) or to make public statements in connection with Other Proceedings.

63. The Scotia Dealers will not use, in any proceeding, this Settlement Agreement or the negotiation or process of approval

of this Settlement Agreement as the basis for any attack on the Commission’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may otherwise be available.

PART VII – DISCLOSURE OF SETTLEMENT AGREEMENT 64. If the Commission does not approve this Settlement Agreement or does not make the order attached as Schedule “A”

to this Settlement Agreement:

(a) this Settlement Agreement and all discussions and negotiations between Commission Staff and the Scotia Dealers before the settlement hearing takes place will be without prejudice to Commission Staff and the Scotia Dealers; and

(b) Commission Staff and the Scotia Dealers will each be entitled to all available proceedings, remedies and

challenges, including proceeding to a hearing of the allegations contained in the Statement of Allegations. Any proceedings, remedies and challenges will not be affected by this Settlement Agreement, or by any discussions or negotiations relating to this Settlement Agreement.

65. The parties will keep the terms of this Settlement Agreement confidential until the commencement of the public hearing

to obtain approval of this Settlement Agreement by the Commission. Any obligations of confidentiality shall terminate upon the commencement of the public settlement hearing. If, for whatever reason, the Commission does not approve this Settlement Agreement, the terms of this Settlement Agreement remain confidential indefinitely, unless Commission Staff and the Scotia Dealers otherwise agree or if required by law.

PART VIII – EXECUTION OF SETTLEMENT AGREEMENT 66. This agreement may be signed in one or more counterparts which, together, constitute a binding agreement. 67. A facsimile copy or other electronic copy of any signature will be as effective as an original signature.


August 4, 2016

(2016), 39 OSCB 6938

Dated this 25th day of July, 2016. SCOTIA CAPITAL INC. “Glen Gowland” “Rosemary Chan” Co-CEO Witness Name: Rosemary Chan SCOTIA SECURITIES INC. “Jordy Chilcott” “Rosemary Chan” Director & Chairman Witness Name: Rosemary Chan HOLLISWEALTH ADVISORY SERVICES INC. “Glen Gowland” “Rosemary Chan” Senior Vice President Witness Name: Rosemary Chan The Bank of Nova Scotia

Commission Staff: “James Sinclair” Acting Director, Enforcement Branch


August 4, 2016

(2016), 39 OSCB 6939

SCHEDULE “A”



AND



ORDER (Subsections 127(1) and 127(2))

WHEREAS:

1. on July 26, 2016, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing in relation to the Statement of Allegations filed by Staff of the Commission (“Commission Staff”) on July 26, 2016 with respect to Scotia Capital Inc., Scotia Securities Inc. and HollisWealth Advisory Services Inc. (the “Scotia Dealers”);

2. the Notice of Hearing gave notice that on July 29, 2016, the Commission would hold a hearing to consider

whether it is in the public interest to approve a settlement agreement between Commission Staff and the Scotia Dealers dated July 25, 2016 (the “Settlement Agreement”);

3. in the Statement of Allegations, Commission Staff alleged that there were inadequacies in the Scotia Dealers’

systems of controls and supervision which formed part of their compliance systems (the “Control and Supervision Inadequacies”) which resulted in clients of the Scotia Dealers paying excess fees that were not detected or corrected by the Scotia Dealers in a timely manner;

4. Commission Staff do not allege, and have found no evidence of dishonest conduct by the Scotia Dealers; 5. Commission Staff are satisfied that the Scotia Dealers discovered and self-reported the Control and

Supervision Inadequacies to Commission Staff; 6. Commission Staff are satisfied that during their investigation of the Control and Supervision Inadequacies, the

Scotia Dealers provided prompt, detailed and candid cooperation to Commission Staff; 7. Commission Staff are satisfied that the Scotia Dealers had formulated an intention to pay appropriate

compensation to clients and former clients when they self-reported the Control and Supervision Inadequacies to Commission Staff;

8. as part of the Settlement Agreement, the Scotia Dealers undertake to:

(a) pay appropriate compensation to eligible clients and former clients who were harmed by the Control

and Supervision Inadequacies (the “Affected Clients”) in accordance with a plan submitted by the Scotia Dealers to Commission Staff (the “Compensation Plan”) and to report to a manager or deputy director in the Compliance and Registrant Regulation Branch of the Commission (the “OSC Manager”) in accordance with the Compensation Plan;

(b) make a voluntary payment of $50,000 to reimburse the Commission for costs incurred or to be

incurred by it, in accordance with subsection 3.4(2)(a) of the Securities Act (the “Act”); and (c) make a further voluntary payment of $800,000, to be designated for allocation or use by the

Commission in accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act (the “Undertaking”);

9. the Commission has received the voluntary payments totalling $850,000 in escrow pending approval of the

Settlement Agreement;


August 4, 2016

(2016), 39 OSCB 6940

10. the Commission reviewed the Settlement Agreement, the Notice of Hearing and the Statement of Allegations and heard submissions from counsel for the Scotia Dealers and from Commission Staff; and

11. the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED THAT:



(i) within 90 days of receiving comments from Commission Staff regarding the procedures, controls and supervisory and monitoring systems designed to prevent the re-occurrence of the Control and Supervision Inadequacies in the future (the “Enhanced Control and Supervision Procedures”), the Scotia Dealers shall provide to the OSC Manager revised written policies and procedures (the “Revised Policies and Procedures”) that, to the satisfaction of the OSC Manager, are responsive to any remaining issues raised by Commission Staff with regard to the Scotia Dealers’ policies and procedures to establish the Enhanced Control and Supervision Procedures (the “Remaining Issues”);




Procedures satisfy the Remaining Issues raised by Commission Staff (the “Confirmation Date”), the Scotia Dealers shall submit a letter (the “Attestation Letter”), signed by the Ultimate Designated Person and the Chief Compliance Officer for each of the Scotia Dealers, to the OSC Manager, expressing their opinion as to whether the Enhanced Control and Supervision Procedures were adequately followed, administered and enforced by the Scotia Dealer for the 6 month period commencing from the Confirmation Date;






(vii) the Scotia Dealers shall comply with the Undertaking; and

(c) the voluntary payment referred to in recital 8(c) above is designated for allocation or use by the Commission in

accordance with paragraphs (b)(i) or (ii) of subsection 3.4(2) of the Act. DATED at Toronto, Ontario this 29th day of July, 2016

August 4, 2016

(2016), 39 OSCB 6941

Chapter 3

Reasons: Decisions, Orders and Rulings 3.1 OSC Decisions 3.1.1 Hong Liang Zhong

IN THE MATTER OF


AND

IN THE MATTER OF

HONG LIANG ZHONG

REASONS AND DECISION

Hearing: In writing

Decision: July 26, 2016

Panel: Timothy Moseley – Commissioner

Submissions by: Clare Devlin Christophe Shammas

– For Staff of the Commission

TABLE OF CONTENTS

I. OVERVIEW II. THE BCSC PROCEEDING III. PRELIMINARY MATTERS

A. Notice to Zhong B. Written Hearing

IV. ISSUES V. ANALYSIS

A. Was Zhong subject to an order made by a securities regulatory authority in another jurisdiction? B. If so, what sanctions, if any, should the Commission order against Zhong?

1. Introduction 2. Inter-jurisdictional co-operation 3. Appropriate sanctions

VI. CONCLUSION

REASONS AND DECISION I. OVERVIEW [1] On May 5, 2015, the British Columbia Securities Commission (the “BCSC”) issued a decision1 in which it found that

Hong Liang Zhong (“Zhong”) traded in securities without being registered, made prohibited representations, and that he perpetrated a fraud on investors, all contrary to various provisions of British Columbia’s Securities Act2 (the “BC Act”).

1 Re Zhong, 2015 BCSECCOM 165 (“BCSC Merits Decision”). 2 RSBC 1996, c 418.

Reasons: Decisions, Orders and Rulings

August 4, 2016

(2016), 39 OSCB 6942

[2] On December 8, 2015, the BCSC issued a second decision3 imposing various sanctions against Zhong. The sanctions, more particularly described below, essentially removed Zhong from British Columbia’s capital markets permanently. The BCSC also ordered that Zhong pay an administrative penalty and disgorge funds that had been illegally obtained.

[3] Enforcement staff (“Staff”) of the Ontario Securities Commission (the “Commission”) seeks an order pursuant to subsection 127(1) of the Ontario Securities Act (the “Act”)4 that mirrors most of the terms of the BCSC Order. Staff relies upon subsection 127(10) of the Act, which provides in paragraph 4 that this Commission may make an order against a person under subsection 127(1) if that person is subject to an order, made by a securities regulatory authority in another jurisdiction, that imposes sanctions on the person.

[4] For the reasons that follow, I find that it is in the public interest to issue the order requested by Staff.

II. THE BCSC PROCEEDING

[5] The BCSC found, among other things, that Zhong:

a. solicited investors by posting ads on a Chinese-language classifieds website, hosting parties at home and through word-of-mouth;

b. represented to investors that he was a successful forex trader and never lost money trading forex;

c. recruited and was the designated referring broker for 11 forex investors who opened trading accounts in electronic trading platforms and was paid commission fees for these referrals;

d. guaranteed the return of principal to at least 10 investors and promised that there would be no risk to investors’ principal;

e. lost the majority of investors’ funds; and

f. earned US $108,405 in commissions based on the volume of trading some of his referred clients’ accounts.5

[6] The BCSC noted that “… Zhong deliberately misled investors into thinking that forex trading through him was a safe way to conduct forex trading …”6 and that “Zhong carried out a deliberate scheme to make money at his investors’ expense. He showed callous disregard for the investors and the safeguards the forex firms put in place to protect investors”.7

[7] The BCSC concluded that by his conduct, Zhong had perpetrated fraud on investors, traded in securities without being registered and made prohibited representations. As a result, the BCSC ordered that Zhong:

a. pay an administrative penalty of $250,000;

b. resign any position he held as a director or officer of any issuer or registrant;

c. be prohibited permanently from becoming or acting as a director or officer of any issuer or registrant;

d. be prohibited permanently from becoming or acting as a registrant or promoter;

e. be prohibited permanently from acting in a management or consultative capacity in connection with activities in the securities market;

f. be prohibited permanently from engaging in investor relations activities;

g. be prohibited permanently from trading in or purchasing any securities or exchange contracts;

h. be prohibited permanently from any exemptions set out in the BC Act, in the regulations or a decision as defined in the BC Act; and

i. disgorge to the BCSC the sum of $401,883.44.8

3 Re Zhong, 2015 BCSECCOM 383 (“BCSC Sanctions Decision”). 4 RSO 1990, c S.5. 5 BCSC Merits Decision at paras 11, 12, 16, 39, 42 and 43. 6 BCSC Sanctions Decision at para 10. 7 BCSC Sanctions Decision at para. 22. 8 BCSC Sanctions Decision at para 59.


August 4, 2016

(2016), 39 OSCB 6943

III. PRELIMINARY MATTERS A. Notice to Zhong [8] The Notice of Hearing commencing this proceeding specified that the hearing would take place on February 25, 2016. [9] At the hearing before me on that date, Zhong did not appear. Staff tendered an affidavit of Lee Crann, sworn February

23, 2016,9 that described steps taken to serve Zhong with the Notice of Hearing, the Statement of Allegations, and disclosure.

[10] Subsection 7(1) of the Statutory Powers Procedure Act10 (the “SPPA”) and Rule 7.1 of the Commission’s Rules of

Procedure11 (the “OSC Rules”) provide that where notice of the hearing has been given to a party, but the party fails to appear, the tribunal may proceed in the absence of the party and the party is not entitled to further notice in the proceeding.

[11] I find that Zhong was given proper notice of this proceeding and that I may proceed in his absence. B. Written Hearing [12] The Notice of Hearing indicated that Staff would apply to continue this proceeding by way of written hearing, as

provided for in section 5.1 of the SPPA and Rule 11.5 of the OSC Rules. [13] At the February 25 hearing, I granted Staff’s application to proceed in writing. I ordered that Staff serve and file its

materials by March 7, 2016, and that Zhong serve and file any responding materials by April 4, 2016. [14] Staff served and filed a hearing brief containing the BCSC Decision along with written submissions and a brief of

authorities. No materials were received from Zhong. IV. ISSUES [15] As noted above, subsection 127(10) of the Act provides that the Commission may make an order against a person or

company under subsection 127(1) if that person or company is subject to an order, made by a securities regulatory authority in another jurisdiction, that imposes sanctions.

[16] Staff’s application for an order pursuant to subsection 127(1), made in reliance upon subsection 127(10), therefore

presents two principal issues: 1. Was Zhong subject to an order made by a securities regulatory authority in another jurisdiction? 2. If so, what sanctions, if any, should the Commission order against him?

V. ANALYSIS A. Was Zhong subject to an order made by a securities regulatory authority in another jurisdiction? [17] The BCSC Order is an order of a securities regulatory authority in another jurisdiction. The order imposes sanctions on

Zhong. [18] The BCSC Order therefore meets the test prescribed by subsection 127(10) of the Act, and the Commission may make

an order under subsection 127(1) if it is in the public interest to do so.12 B. If so, what sanctions, if any, should the Commission order against Zhong? 1. Introduction [19] Subsection 127(10) of the Act does not itself empower the Commission to make an order; rather, it provides a basis for

an order under subsection 127(1). The Commission must still consider whether it is in the public interest, in the context of the Ontario capital markets, to make an order under subsection 127(1), and if so, what the order ought to be.13

9 Marked as Exhibit 1 in this proceeding. 10 RSO 1990, c S.22. 11 (2014), 37 OSCB 4168. 12 Re Euston Capital Corp (2009), 32 OSCB 6313 at para 46.


August 4, 2016

(2016), 39 OSCB 6944

2. Inter-jurisdictional co-operation [20] In determining whether it would be in the public interest to make an order pursuant to section 127 of the Act, I am

guided by section 2.1 of the Act, which provides:

In pursuing the purposes of this Act, the Commission shall have regard to the following fundamental principles: […] 3. Effective and responsive securities regulation requires timely, open and efficient administration and enforcement of [the] Act by the Commission. […] 5. The integration of capital markets is supported and promoted by the sound and responsible harmonization and co-ordination of securities regulation regimes.

[21] By explicitly referring to orders made by securities regulatory authorities in other jurisdictions, subsection 127(10) of the Act clearly promotes these legislative objectives. This is also well recognized in decisions of the Supreme Court of Canada14 and of the Commission.15

[22] As the Commission has previously held, “[t]he decision of a foreign jurisdiction stands as a determination of fact for the

purpose of the Commission’s considerations under subsection 127(10) of the Act.”16 [23] In this case, the findings of the BCSC with respect to Zhong’s conduct are compelling reasons to conclude that it is in

the public interest to restrict Zhong’s participation in Ontario’s capital markets. The misconduct for which Zhong was sanctioned would likely have constituted similar contraventions of Ontario securities law.

[24] There is no evidence to suggest that Zhong was soliciting investors in Ontario. However, as this Commission has

previously found, a nexus to Ontario is not required when considering the imposition of an inter-jurisdictional order.17 Staff submits that it is in the public interest to protect Ontario investors from Zhong by preventing or limiting his participation in Ontario’s capital markets. I accept that submission.

[25] In addition, as the Supreme Court of Canada has held, it is appropriate to consider general deterrence in making an

order under subsection 127(1).18 An order in this proceeding would have a deterrent effect upon those who might engage in similar conduct in Ontario.

[26] For all of these reasons, I find that it is in the public interest to make an order against Zhong pursuant to section 127(1)

of the Act. 3. Appropriate sanctions [27] The purpose of section 127 of the Act, and the principles that “animate” its application, were reviewed by the Supreme

Court of Canada in Committee for Equal Treatment of Asbestos Minority Shareholders v. Ontario (Securities Commission).19 In that decision, the Court held20 that “in considering an order in the public interest”, the Commission shall have regard to both of the two purposes of the Act, as set out in section 1.1 of the Act:

a. to provide protection to investors from unfair, improper or fraudulent practices; and b. to foster fair and efficient capital markets and confidence in capital markets.

13 Re Elliott (2009), 32 OSCB 6931 at para 27. 14 See, e.g., McLean v British Columbia (Securities Commission), 2013 SCC 67 at para 51. 15 Re JV Raleigh Superior Holdings Inc. (2013), 36 OSCB 4639 (“JV Raleigh”) at para 21; New Futures Trading International Corp. (Re)

(2013), 36 OSCB 5713 at para 27. 16 JV Raleigh at para 16. 17 Re Dhala (2016), 39 OSCB 1289 at para. 20; Re Zeiben (2016), 39 OSCB 1299 at para. 24; Re Sebastian (2016), 39 OSCB 1305 at para.

19. 18 Cartaway Resources Corp., 2004 SCC 26 at para 60. 19 2001 SCC 37 (“Asbestos”). 20 Asbestos at para 41.


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(2016), 39 OSCB 6945

[28] The Court then described the purpose of the section 127 public interest jurisdiction as being “neither remedial nor punitive; it is protective and preventive, intended to be exercised to prevent likely future harm to Ontario’s capital markets”.21 Further, the Court held that section 127 orders are not punitive. Rather, their purpose is to:

… restrain future conduct that is likely to be prejudicial to the public interest in fair and efficient capital markets. The role of the OSC under s. 127 is to protect the public interest by removing from the capital markets those whose past conduct is so abusive as to warrant apprehension of future conduct detrimental to the integrity of the capital markets.22

[29] In this case, Staff asks the Commission to order sanctions substantially similar to those imposed by the BCSC.

Specifically, Staff requests that the Commission order that Zhong: a. resign any positions he holds as director or officer of any issuer or registrant; b. be prohibited permanently from becoming or acting as a director or officer of an issuer or registrant; c. be prohibited permanently from becoming or acting as a registrant or promoter; d. be prohibited permanently from trading in any securities or derivatives and of acquiring any securities; and e. be prohibited permanently from any exemptions contained in Ontario securities law.

[30] Zhong’s misconduct was serious. As the BCSC found, Zhong traded in securities without being registered, made

prohibited representations to investors by guaranteeing the return of the principal of their investments and perpetrated a fraud on the investors.23

[31] In particular, Zhong solicited investors to buy and sell foreign currencies on their behalf, held himself out as an expert

forex trader and received significant compensation for these activities.24 Through this conduct, Zhong showed disregard for the registration regime which ensures that only properly qualified and suitable individuals are permitted to be registrants and to trade on behalf of the public.

[32] As the BCSC found, Zhong’s promise to return the principal of an investment “disguises the real risks associated with

[the] investment and prevents investors from fully understanding and making informed investment decisions”.25 Further, he failed to disclose the risks involved in forex trading and how he would be compensated.

[33] Zhong’s misconduct resulted in significant harm to 14 investors, who lost more than $400,000. As the BCSC noted,

Zhong was personally enriched as a result of his misconduct, at the investors’ expense, through trading agent fees and referring broker commissions.26

[34] Had Zhong’s misconduct occurred in Ontario, it would likely have attracted consequences similar to those ordered by

the BCSC. [35] Appropriately, Staff does not seek an order in Ontario that would require the payment of an additional administrative

penalty or the further disgorgement of funds. The order sought would restrict Zhong’s access to and participation in Ontario’s capital markets.

[36] In my view, the order requested by Staff is proportionate to the misconduct as found by the BCSC, would serve to

protect Ontario’s investors and capital markets, would further the objective of inter-jurisdictional co-operation, and would have an appropriate general deterrence effect in Ontario.

VI. CONCLUSION [37] For the reasons set out above, I find that it is in the public interest to impose the sanctions requested by Staff.

21 Asbestos at para 42, adopting the words of Laskin J.A. from the court below. 22 Asbestos at para 43, citing with approval Re Mithras Management Ltd. (1990), 13 OSCB 1600. 23 BCSC Merits Decision at paras 70, 74, 92 and 99. 24 BCSC Merits Decision at para 69. 25 BCSC Sanctions Decision at para 8. 26 BCSC Sanctions Decision at paras 16-17 and 42.


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(2016), 39 OSCB 6946

[38] I will therefore issue an order which provides that:

(a) pursuant to paragraphs 2 and 2.1 of subsection 127(1) of the Act, trading in any securities or derivatives, or acquisition of any securities by Zhong shall cease permanently;

(b) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law

shall not apply to Zhong permanently; (c) pursuant to paragraphs 7 and 8.1 of subsection 127(1) of the Act, Zhong resign any positions that he holds as

director or officer of any issuer or registrant; (d) pursuant to paragraphs 8 and 8.2 of subsection 127(1) of the Act, Zhong be prohibited permanently from

becoming or acting as a director or officer of any issuer or registrant; and (e) pursuant to paragraph 8.5 of subsection 127(1) of the Act, Zhong be prohibited permanently from becoming or

acting as a registrant or promoter.

Dated at Toronto this 26th day of July, 2016. “Timothy Moseley”


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(2016), 39 OSCB 6947

3.1.2 Blue Gold Holdings Ltd. et al. – s. 127(1)



AND

IN THE MATTER OF BLUE GOLD HOLDINGS LTD., DEREK BLACKBURN,

RAJ KURICHH AND NIGEL GREENING

REASONS AND DECISION (Subsection 127(1) of the Securities Act)

Hearing: April 18, 20, 25 and 26, 2016


Panel: Alan Lenczner, Q.C. Janet Leiper Timothy Moseley

– – –

Commissioner and Chair of the Panel Commissioner Commissioner

Appearances: Swapna Chandra Anna Huculak

– For Staff of the Commission

Raj Kurichh – On his own behalf

Nigel Greening – On his own behalf

TABLE OF CONTENTS

I. INTRODUCTION

A. Overview of Significant Events B. Allegations, Issues and Conclusions

II. PRELIMINARY MATTERS

A. Greening’s Participation in the Hearing B. Transcript of Blackburn’s Examination

III. LEGAL FRAMEWORK, ISSUES AND ANALYSIS

A. Introduction B. Engaging in the Business of Trading Without Being Registered C. Illegal Distribution D. Representations Regarding Listing E. Fraud

1. Fraudulent Misrepresentations a) Sales pipeline b) Government approval c) Celebrity involvement

2. Diversion of Company Funds for Blackburn’s Benefit 3. Dilution of Interest

a) Acquisition of intellectual property and creation of BGTT b) Amalgamation c) Disclosure to shareholders d) Conclusion

4. Findings as to Fraud F. Kurichh’s and Greening’s liability for BGH’s breaches of the Act

IV. CONCLUSION


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(2016), 39 OSCB 6948

REASONS AND DECISION I. INTRODUCTION A. Overview of Significant Events [1] The respondents Derek Blackburn, Raj Kurichh and Nigel Greening were the founding principals and shareholders of the respondent Blue Gold Holdings Ltd. (“BGH”), a company formed in March 2010, and headquartered in Mississauga, Ontario, to engage in the business of manufacturing water treatment equipment. [2] Upon incorporation, BGH’s directors were Blackburn and Greening. Blackburn, an Ontario resident, was BGH’s President and Chief Executive Officer. Greening, a resident of England, was BGH’s Executive Vice-President, Field Operations and Installations. Kurichh, a resident of Ontario, was an officer of BGH throughout the material time, but did not become a director until December 2012. [3] BGH initially issued approximately 3.28 million shares to each of Blackburn, Greening and Kurichh for nominal consideration. Beginning in July 2010, Blackburn, Greening and Kurichh raised approximately $1.5 million from approximately 100 investors in Ontario and elsewhere through the sale of shares of BGH, as a result of which Blackburn, Greening and Kurichh together owned 60% of BGH’s outstanding shares, with the retail investors holding the remaining 40%. [4] Over time, BGH acquired some intellectual property relating to water treatment, and made limited efforts to produce and deliver plants and equipment. BGH earned no business-related revenue at any time during its existence. [5] In late 2012 and early 2013, BGH’s principals transferred BGH’s assets to a new corporation, Blue Gold Tailing Technologies Inc. (“BGTT”). BGTT then amalgamated with Golden Cross Resources Inc., a company listed on the Canadian Securities Exchange. Through a series of transactions, BGH’s retail shareholders’ interest in the enterprise was reduced from 40% to 12%. B. Allegations, Issues and Conclusions [6] Enforcement Staff of the Ontario Securities Commission (“Staff” of the “Commission”) alleges that the respondents contravened Ontario securities law by:

a) engaging in the business of trading in BGH shares without being registered; b) conducting an illegal distribution of BGH shares; c) making prohibited representations relating to the listing of BGH shares on an exchange; and d) perpetrating frauds upon BGH investors by:

i) deceiving them as to BGH’s activities and as to government approval of those activities; ii) misusing investor funds; and iii) improperly diluting their interests through, among other things, the issuance of shares of BGTT.

[7] Staff alleges that as directors and officers of BGH, each of Blackburn, Kurichh and Greening authorized, permitted or acquiesced in the alleged breaches of the Securities Act, RSO 1990, c S.5 (the “Act”) by BGH, and therefore that they are responsible for those breaches. [8] After this proceeding was initiated, but before the hearing on the merits began, Blackburn died. Staff therefore withdrew all allegations against him. Staff seeks various sanctions against BGH, Kurichh and Greening. [9] For the reasons that follow, we conclude that:

a) BGH, Kurichh and Greening engaged in the business of trading, without being registered, thereby

contravening section 25 of the Act; b) BGH and Kurichh engaged in distributions of BGH shares without a prospectus, and their purported reliance

upon the accredited investor exemption was not valid, as a result of which they contravened section 53 of the Act;


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(2016), 39 OSCB 6949

c) BGH and Kurichh made representations that BGH would become a public company, listed on an exchange, and thereby contravened section 38 of the Act;

d) with respect to Staff’s allegations of fraud,

i) Kurichh knowingly participated in BGH’s fraudulent misrepresentations regarding BGH’s sales pipeline and government approval of BGH’s activities;

ii) Kurichh actively participated in Blackburn’s fraudulent diversion of company funds for Blackburn’s

personal use; and iii) BGH and Kurichh fraudulently diluted the interests of BGH’s retail shareholders; and

e) pursuant to section 129.1 of the Act, Kurichh and Greening are deemed to have contravened Ontario

securities law, by virtue of their having acquiesced or actively participated in BGH’s breaches described above.

[10] We therefore order that a sanctions hearing be held in respect of Kurichh and Greening. II. PRELIMINARY MATTERS A. Greening’s Participation in the Hearing [11] Greening was present at the hearing on its first day, but made no opening submissions and declined to cross-examine the one witness who testified that day. [12] On the second day of the hearing, Greening did not appear. The hearing proceeded in his absence. Late in the morning of that day, Greening sent an email to the Commission’s registrar, in which he advised that he had urgent matters to take care of, that he was unsure whether he would appear for subsequent hearing days, and that the hearing should continue without him. He did not appear again during the hearing. B. Transcript of Blackburn’s Examination [13] Prior to his death, Staff conducted two examinations of Blackburn under oath. Staff sought to introduce the transcripts of those examinations into evidence. Kurichh and Greening consented to the admission of the transcripts. III. LEGAL FRAMEWORK, ISSUES AND ANALYSIS A. Introduction [14] As noted above in paragraph 6, Staff alleges that the respondents contravened four provisions of Ontario securities law. In addition, Staff seeks to have Kurichh and Greening held responsible for BGH’s breaches. In the following paragraphs, we set out the relevant provisions, and identify and analyze the issues presented. B. Engaging in the Business of Trading Without Being Registered [15] Subsection 25(1) of the Act provides:

Unless a person or company is exempt under Ontario securities law from the requirement to comply with this subsection, the person or company shall not engage in or hold himself, herself or itself out as engaging in the business of trading in securities or derivatives unless the person or company [is registered.]

[16] None of the respondents has ever been registered. Further, there was no suggestion that any of the respondents was entitled to an exemption from the registration requirement. [17] There is no dispute that the respondents traded in securities of BGH. Therefore, we must determine whether those trades, taken together, constitute “engaging in the business of trading” within the meaning of subsection 25(1) of the Act. [18] Section 1.3 of Companion Policy 31-103CP, Registration Requirements, Exemptions and Ongoing Registrant Obligations, sets out five factors that Staff “consider relevant in determining whether an individual or firm is trading or advising in securities for a business purpose”. Of those five factors, two are particularly relevant in this case.


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(2016), 39 OSCB 6950

[19] One factor asks whether the trading was carried on “with repetition, regularity or continuity”. The respondents traded repeatedly and continuously, beginning in July 2010. Approximately 125,000 BGH shares were sold to retail shareholders in that month, and by the end of 2010, approximately 3.3 million shares had been issued. Trading continued in a nearly unbroken pattern until late 2012. [20] Another factor suggests that we consider whether the activity in question constitutes “directly or indirectly soliciting” securities transactions. Any new corporation seeking capital must, of course, solicit trades. We must determine whether the activities in this case cross the line between permissible solicitation and the business of trading. [21] In answering that question, it is useful to consider the extent to which the efforts of the respondents were devoted to capital raising as opposed to the underlying business. BGH was, at least for a time, attempting to conduct a legitimate business. However, over time, whatever real business may have existed did not persist, and instead the respondents’ efforts were devoted primarily to raising capital. BGH generated no business-related revenues at any time in its existence. Any funds that it had came exclusively from shareholders. [22] We therefore conclude that, while BGH’s early efforts to raise capital may not have crossed the line, there is no doubt that by late 2012, both Kurichh and Greening actively solicited new shareholders, and did so in a manner that constitutes engaging in the business of trading in securities. C. Illegal Distribution [23] Subsection 53(1) of the Act states:

No person or company shall trade in a security on his, her or its own account or on behalf of any other person or company if the trade would be a distribution of the security, unless a preliminary prospectus and a prospectus have been filed and receipts have been issued for them by the Director.

[24] Subsection 1(1) of the Act defines “distribution” to include a trade in securities of an issuer that have not been previously issued. The BGH shares had not been previously issued. [25] At the beginning of the hearing, Kurichh and Greening confirmed that no prospectus was ever used in connection with the issuance of BGH shares. [26] Neither respondent expressly claimed the benefit of an exemption to subsection 53(1). However, some of the documents relating to the process of subscribing for BGH shares alluded to the private issuer exemption and the accredited investor exemption. [27] We can easily dispose of the private issuer exemption, which at the relevant time was found in section 2.4 of NI 45-106, Prospectus Exemptions. Its availability was limited to issuers with no more than fifty beneficial shareholders. It is undisputed in this case that there were well more than fifty beneficial shareholders of BGH. [28] It remains for us to determine whether the distributions of BGH shares qualified for the accredited investor exemption. At the relevant time, this exemption was found in section 2.3 of NI 45-106, which stated, in part:

The prospectus requirement does not apply to a distribution of a security if the purchaser purchases the security as principal and is an accredited investor.

[29] BGH’s subscription forms allowed potential investors to indicate whether they were accredited investors, a term defined in NI 45-106. In the course of its investigation, Staff sent approximately 100 questionnaires to BGH investors, asking among other things whether the investor was in fact an accredited investor. The responses to those questionnaires disclosed that 77% of the investors did not qualify. [30] In October 2012, Kurichh sent emails to BGH investors, asking them to complete a “Certificate of Purchaser” and to check the box that indicated that the investor was “a close personal friend of a director, executive officer, founder or control person of the issuer”. The responses to the questionnaires sent by Staff make it apparent that most investors were not “friends” at all, but had instead been introduced to BGH by another person who was already an investor. [31] Ms. D, an investor who testified at the hearing, stated that when she first received her subscription form, it consisted only of a two-page document without supporting schedules that were referred to in the document. More than a year later, she received the schedules, as well as a phone call from Blackburn. In that call, Blackburn advised her that the Commission was making inquiries about BGH because the company had sold more shares to non-accredited investors than was permitted. Blackburn asked Ms. D to check the box that would indicate that she was a friend or family member. She refused, given that she


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(2016), 39 OSCB 6951

did not know Blackburn at the time she purchased the shares, as a result of which BGH completed the form with the box checked purporting to indicate that Ms. D was an accredited investor. [32] Mr. L, another investor who testified at the hearing, stated that on Kurichh’s instructions he executed a subscription agreement that had previously been completed to indicate that he was a close personal friend of a director, executive officer, founder or control person. Shortly thereafter, he signed a “Certificate of Purchaser” to the same effect. [33] Numerous investors, including Ms. D and Mr. L, were shown in BGH’s records as being accredited investors when they were not. In some cases, the investors were asked (sometimes by Kurichh through e-mail) to complete the form inaccurately. In other cases, the form was completed inaccurately for them. There can be no doubt that at least some of the distributions of BGH shares did not qualify for the accredited investor exemption, and therefore contravened subsection 53(1) of the Act. [34] At the hearing, Kurichh admitted that he instructed some investors to complete certificates indicating that they were close personal friends of BGH’s principals when that was not in fact the case. We therefore conclude that Kurichh himself contravened that same provision. [35] A number of the subscription agreements bear Greening’s signature and appear to have been marked in advance to show that the investor was an accredited investor, thereby giving rise to a suspicion that Greening was a knowing participant in these illegal trades. However, Staff led no evidence to support this suspicion, and accordingly we are unable to find that Greening directly contravened subsection 53(1) of the Act. D. Representations Regarding Listing [36] The relevant portions of subsection 38(3) of the Act provide:

Subject to the regulations, no person or company, with the intention of effecting a trade in a security … shall, except with the written permission of the Director, make any written or oral representation that the security … will be listed on an exchange … or that application has been or will be made to list the security … on an exchange … unless, (a) … application has been made to list or quote the securities and other securities issued by

the same issuer are already listed on an exchange …; or (b) the exchange … has granted approval to the listing … of the securities …, conditional or

otherwise, or has consented to, or indicated that it does not object to, the representation.

[37] Staff alleges that Blackburn and Kurichh made representations on behalf of BGH that BGH’s securities would soon be listed on an exchange and that these representations were made with the intention of effecting a trade in securities of BGH. [38] Staff also alleges, and it is undisputed, that none of the exceptions provided for in subsection 38(3) of the Act applies. Specifically,

a) the Director did not give permission for such representations to be made; b) no application was ever made to list the securities on an exchange; and c) no exchange had consented to or otherwise indicated that it did not object to any such representations.

[39] Given the withdrawal of all allegations against Blackburn, we must determine whether Kurichh made any of the representations alleged and, if so, whether he made those representations with the intention of effecting a trade in securities of BGH. [40] In December 2010, BGH issued an information package intended for existing and potential investors. The package contained financial projections, referred to BGH’s intention to list shares on the TSX Venture Exchange (“TSXV”) through a reverse takeover, and indicated that a consultant’s report would “support current valuation to the Ontario Securities & Exchange Commission (OSC) [sic] as part of the RTO”. [41] The intention to list the shares on the TSXV was repeated in:

a) a newsletter issued by BGH in March 2011, which updated the target date to June of 2011; b) an online news release dated May 27, 2011, which stated that “Blue Gold has begun the process to list on the

TSX:V”;


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(2016), 39 OSCB 6952

c) an October 2011 telephone conversation between an investor and Kurichh, in which, according to the investor, Kurichh explained that the repeated delays in BGH going public were due to the sale of TMX Group Limited, the owner of the TSXV, and to the fact that it was a bad time for “green” stocks;

d) an information package issued by BGH titled “Highlights December 2011”, which stated that BGH was “in

process of engaging in an RTO whereby a publicly traded company listed on a Toronto Stock Exchange” would acquire a BGH subsidiary; and

e) an April 2012 account of an investor who had visited BGH’s office and, according to the investor, been

assured that all the necessary documentation for a reverse takeover was complete, and that the plan was to complete the transaction by the end of June.

[42] Ms. D testified that when Kurichh came to her home in July 2011 to “sell me shares”, Kurichh told her that at the beginning of September:

… there was going to be an IPO, that the shares were going to open at one dollar, if not two, if not three dollars, and therefore it was the time to invest because … it was such a great product, that there were great chances that the stock was going to open at a very strong price.

[43] Mr. L testified that, in a phone conversation with Kurichh in September 2012, Kurichh told him that BGH would go public within three to six months and that a family connection at the TSX would assist with processing the application, so there would be no difficulties going public. Shortly after this conversation, Mr. L visited BGH’s facility and met with Blackburn and Kurichh. During that meeting, Kurichh repeated the representations. [44] In his own testimony at the hearing, Kurichh admitted that he advised potential investors that the shares of BGH “would eventually become publicly traded”. Kurichh claimed, however, that he was repeating information provided to him by Blackburn, and that Kurichh was never warned by Blackburn or by Wildeboer Dellelce LLP (BGH’s counsel at the material time) that he could not do so. Kurichh concedes that he ought to have done his “own due diligence”. [45] The representations made were not merely general representations about plans to seek listing on an exchange. Representations of that nature could reasonably be expected from many budding issuers, and prohibiting such representations would unnecessarily impede the raising of capital. The representations in this case were specific as to the exchange on which the listing would be sought and as to the timing of the application. We therefore find that BGH and Kurichh made representations prohibited by subsection 38(3) of the Act. E. Fraud [46] Because Blackburn died before the hearing, Staff pursues fraud allegations only as against Kurichh, whether as principal or as a participant in fraud perpetrated by Blackburn. Staff’s allegations can be grouped into three principal complaints:

a) there were numerous fraudulent misrepresentations regarding the extent to which BGH had secured contracts with third parties, whether BGH’s activities had received government approval and whether certain celebrities were associated with BGH’s activities;

b) Blackburn fraudulently diverted company funds for his own personal purposes; and c) through a series of transactions including the assignment of intellectual property to a new entity, and the

reverse take-over, the individual respondents fraudulently diluted the interests of retail shareholders. [47] The relevant portions of section 126.1 of the Act provide:

A person or company shall not, directly or indirectly, engage or participate in any act, practice or course of conduct relating to securities… that the person or company knows or reasonably ought to know, … (b) perpetrates a fraud on any person or company.

[48] In determining whether Kurichh contravened this section, we consider whether, with respect to each of the three categories identified in paragraph 46 above, there was conduct that was fraudulent in nature, and if so, the extent to which Kurichh knew or ought to have known that the conduct perpetrated a fraud.


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(2016), 39 OSCB 6953

1. Fraudulent Misrepresentations a) Sales pipeline [49] The only evidence suggesting the existence of a real revenue earning opportunity for BGH was with respect to an agreement entered into in April 2011, pursuant to which BGH agreed to sell, for approximately US$300,000, one waste water treatment plant to Hasar’s Grupo Ecologico (“Hasar’s”) for installation in Guadalajara, Mexico. A ceremony was held in Mexico in January 2012 to celebrate the project’s launch. The contract was never performed and BGH received no revenue from it. [50] There was some evidence that BGTT had business opportunities. Specifically:

a) on May 1, 2012, BGTT and Hasar’s entered into four Plant Installation and Operation Agreements to treat water at four locations in Mexico; and

b) on July 13, 2012, BGTT, Nano Water Technologies Africa (PTY) Ltd. and Sylvania Metals Pty Ltd. entered

into a Plant Installation and Operation Agreement, pursuant to which mining tailings were to be collected and sold, with the profits to be distributed among the parties.

[51] In stark contrast to these limited opportunities, even if they were real, BGH issued numerous documents that painted a far rosier picture. For example:

a) in May 2012, BGH issued an investor presentation document that referred to the “Mexico Current Sales Pipeline”, which was expected to generate profit of $17 million annually; and

b) in August 2012, BGH issued an investor presentation document that stated that BGH had 30 contracts in the

sales pipeline, which contracts would generate annual revenue of approximately $100 million. [52] The investor presentations significantly overstated the true value of the sales pipeline, and were used to solicit investment from BGH’s retail shareholders. These representations were fraudulent. [53] In his examinations by Staff in the course of the investigation, Blackburn testified that Kurichh participated in the production of these fraudulent documents. Kurichh did not dispute this at the hearing. We therefore conclude, on a balance of probabilities, that Kurichh knowingly participated in at least some of the fraudulent misrepresentations as to BGH’s sales pipeline. b) Government approval [54] A March 2011 newsletter distributed to existing and potential BGH shareholders asserted that on March 21, Environment Canada had responded to Ontario’s Ministry of the Environment with positive news, and that steps were being taken to seek provincial government approval. [55] Blackburn, Kurichh and others attended a meeting with Ministry staff on May 17, 2011, to discuss whether BGH’s product, Antinfek, could be used to treat wastewater in Ontario. [56] Following that meeting, on May 26, 2011, the Ministry’s representative issued a memorandum to Blackburn and others regarding the meeting. The representative noted that Ministry staff had two principal concerns about the use of Antinfek in Ontario, that further information was required, and that a favourable review was not guaranteed. [57] The following day, BGH issued a news release titled “Blue Gold Canada Receives Approval from the Ministry of Environment”. The release, which named Kurichh as the contact for further information, stated:

Blue Gold Canada, the first ever organic & nano bio-technology based water purification company, has received approval from the Ministry of Environment Standards Development Branch (“the Ministry”) to conduct a pilot project with Ontario Clean Water Agency. […] “This is a significant and measurable milestone in our progress here in Canada, we have already conducted these pilots in other countries with overwhelming results and the Ministry has approved Blue Gold to demonstrate the power of Antinfek 10H in accredited labs with Ontario Clean Water”, states company co-founder Raj Kurichh.


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(2016), 39 OSCB 6954

[58] The Ontario Clean Water Agency became aware of the news release. Understandably, the agency considered the release to be inaccurate, and asked BGH to remove any reference to it. [59] The news release was blatantly false, to the knowledge of BGH’s principals, including Kurichh. c) Celebrity involvement [60] A December 2011 newsletter to BGH investors described relationships involving various public figures, including:

a) an introduction to the Prince of Monaco; b) a relationship with a renowned car racing champion who, according to the newsletter, wished to introduce

BGH products to a major car manufacturer; and c) solicitation of BGH’s participation in a film that would star two of Hollywood’s most famous actors and that

would prominently feature BGH’s brand and products.

[61] No evidence was adduced at the hearing to support the truth of these representations. Similarly, we saw nothing in the many documents tendered as exhibits, including various communications among BGH’s principals and others, to suggest that these representations were true. While we cannot conclude on a balance of probabilities that the representations were fraudulent, we note that they would undoubtedly have contributed to investor interest in BGH’s activities. 2. Diversion of Company Funds for Blackburn’s Benefit [62] As noted above, BGH generated no business-related revenues at any time. Of the $3.2 million received by BGH throughout its existence, $1.4 million came from BGH shareholders, $1.2 million came from two of Blackburn’s friends, who ultimately received gifted shares of BGTT, and almost $600,000 was transferred from BGTT as partial compensation for business expenses. [63] Those funds were disbursed as follows:

a) $1.2 million transferred directly to Blackburn, and a further $184,000 for Blackburn’s personal benefit, including a car, a yacht, and entertainment expenses;

b) $376,000 to Kurichh; c) $79,000 to Greening; d) $843,000 in business-related expenses; and e) the remaining approximately $770,000 for other miscellaneous items, some of which may have been

business-related. [64] Kurichh admitted that in April 2011 he deposited investor money in his personal bank account. He testified that Blackburn was going through a divorce at the time and told Kurichh that he did not want to be seen to be living a lavish lifestyle. Kurichh claims that he asked Blackburn why the funds could not simply be deposited into BGH’s account, but Blackburn avoided the question. [65] In addition, both Blackburn and Kurichh admitted that they shopped for personal items at high-end retailers, using funds from BGH’s bank account. [66] Staff’s Statement of Allegations does not allege the diversion of company funds for Kurichh’s own personal benefit, and we therefore reach no conclusion as to whether or not that occurred. However, we conclude on a balance of probabilities that Kurichh knowingly participated in the diversion of funds to Blackburn’s benefit, and therefore that Kurichh is personally responsible for that fraudulent diversion. 3. Dilution of Interest a) Acquisition of intellectual property and creation of BGTT [67] In its early days, BGH acquired intellectual property from several sources.


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(2016), 39 OSCB 6955

a) In June 2010, BGH entered into four licencing agreements with Dove Biotech Limited, pursuant to which BGH acquired certain rights to water remediation technology known as Antinfek. BGH terminated its relationship with the company in December 2011.

b) In June 2011, BGH acquired the rights to an “Integrated Wind Turbine and Desalination System” from its

inventor. c) In July 2011, BGH entered into an exclusive licencing agreement with the University of Saskatchewan,

pursuant to which the university licenced certain patents to BGH in return for payments totalling $70,000 and royalties.

[68] By April 2012, it became evident that issues with BGH’s financial and other records required the formation of a new corporation to accomplish the planned reverse take-over. Blackburn incorporated BGTT and became its sole shareholder and director. [69] Immediately following the creation of BGTT, Emmanuel Moya, a paid advisor to BGH, assigned four patents to BGH and four to BGTT for nominal consideration. Blackburn and Kurichh directed that any new contracts for business opportunities developed by BGH with BGH clients were to be signed with BGTT rather than BGH. The fact that the business opportunities were being diverted to BGTT was not disclosed to the BGH retail shareholders. [70] By September 2012, Blackburn, Kurichh and Greening held 60% of BGH’s shares, having paid nominal consideration. Retail shareholders together held the remaining 40% and had contributed $1.5 million. [71] On November 21, 2012, BGTT entered into an amalgamation agreement with a wholly-owned subsidiary of a publicly listed company, Golden Cross Resources Inc. (“Golden Cross”). [72] At a special meeting of BGH shareholders on December 14, 2012, the shareholders approved the sale of substantially all of BGH’s assets in exchange for $1.5 million, payable in the form of approximately 30.5 million shares of BGTT. The sale was not completed, due to BGH’s inability to deliver the audited financial statements that would be required to complete the reverse take-over. [73] As a substitute for the failed asset sale, BGH and BGTT entered into an agreement on January 16, 2013, pursuant to which BGH granted BGTT an exclusive licence to exploit inventions claimed by BGH, including patents held by BGTT, and the licence agreement with the University of Saskatchewan. In return, BGTT issued approximately 30.5 million shares to BGH, with a “deemed aggregate value” of $1.5 million. [74] In January 2013, the individual respondents signed various resolutions authorizing the issuance of BGTT shares. Pursuant to those authorizations, the following shares were issued:

a) approximately 20.2 million to Blackburn, Kurichh and Greening, at a price of 0.1868 cents per share; b) approximately 27.9 million to the friends, family and business associates of the individual respondents, at a

price of 0.1868 cents per share; c) approximately 23.1 million to Blackburn, Kurichh and Greening (approximately 7.7 million each) at a price of

0.747 cents per share, as consideration for services under their respective consulting agreements with BGTT; and

d) the approximately 30.5 million to BGH at a deemed aggregate value of approximately $1.5 million, as referred

to in paragraph 73 above. [75] These transactions resulted in BGTT shares being issued for approximately five cents per share through the BGH agreements, but for fractions of a cent to BGH’s principals and their family, friends and business associates. [76] Following these share issuances, Blackburn, Kurichh and Greening held 60% of BGTT’s shares, while the family, friends and business associates of BGTT’s principals held 28%. BGH’s retail shareholders’ interest in the business was reduced from 40% (see paragraph 70 above) to a right to the remaining 12% interest in BGTT, through a proposed return of capital. b) Amalgamation [77] Between June and November 2012, Golden Cross made five separate loans to BGH and BGTT, totalling approximately $2.5 million, in respect of which Blackburn signed the promissory notes on behalf of both corporations.


August 4, 2016

(2016), 39 OSCB 6956

[78] On May 29, 2013, the amalgamation of BGTT with Golden Cross was completed. The 102 million outstanding shares of BGTT were exchanged for shares of Golden Cross at a ratio of approximately 0.37 shares of Golden Cross for one share of BGTT. The closing price of Golden Cross shares on the day of the amalgamation was $0.19, fixing the total value of the transaction at approximately $7.2 million. c) Disclosure to shareholders [79] The December 2010 information package referred to in paragraph 40, above asserted that the value of Canadian licences held by BGH was $100 million. [80] In the summer of 2012, two draft reports were obtained from different independent firms, which reports assessed the fair market value of some or all of the assets of BGH and/or BGTT:

a) a July 2012 report assessing the value of all assets of the Blue Gold Group (including BGH and BGTT), being

the patents and licences as well as the potential contracts referred to in paragraph 50 above as being approximately $32 million; and

b) an August 2012 report assessing the value of the intangible assets of Blue Gold Group (principally the

University of Saskatchewan licence and the patents assigned by Moya) as being approximately $9 to $10 million.

[81] Neither draft report was disclosed to BGH shareholders. d) Conclusion [82] Through the transfer of rights from BGH to BGTT, the dilution of the BGH retail shareholders’ overall interest in the enterprise, and the failure to disclose to those shareholders the valuations received, the retail shareholders were fraudulently deprived of any opportunity they might have had to challenge the sequence of transactions. The respondents cannot benefit from our inability to know for certain whether the shareholders, had they been fully apprised of the principals’ intentions and the draft valuations, would have successfully blocked the transactions or obtained compensation or other relief. 4. Findings as to Fraud [83] For the reasons set out above, we conclude that BGH and Kurichh fraudulently:

a) misrepresented that BGH had secured more business than it actually had; b) misrepresented that BGH had obtained government approval of its activities; c) diverted investor funds for Blackburn’s personal benefit; and d) diluted the interests of BGH’s retail shareholders.

F. Kurichh’s and Greening’s liability for BGH’s breaches of the Act [84] In seeking to hold Kurichh and Greening responsible for BGH’s breaches of the Act, Staff relies on section 129.2, which provides:

For the purposes of this Act, if a company … has not complied with Ontario securities law, a director or officer of the company … who authorized, permitted or acquiesced in the non-compliance shall be deemed to also have not complied with Ontario securities law …

[85] Kurichh admits that he was an active principal in BGH’s activities throughout the material time. He submits that he was Blackburn’s “puppet” and that he believed Blackburn was at all times acting on the basis of sound legal advice. Kurichh acknowledges, however, that he ought to have done his own due diligence. [86] While Kurichh did not join the board of BGH until December 2012, he was an officer throughout the material time. This was not a large corporation in which some officers might justify being unaware of some of the corporation’s activities. Kurichh was one of only three principals of the corporation, was fully involved in its activities, and is therefore responsible for each of BGH’s contraventions of Ontario securities law, in addition to his own breaches described above. It is not sufficient for an officer in Kurichh’s position to claim that he or she simply played along with the directions of others.


August 4, 2016

(2016), 39 OSCB 6957

[87] While Greening was less involved, as a director and officer of BGH throughout the material time, he executed all necessary resolutions and, based on the evidence before us, offered no challenge or objection to any steps taken by BGH. Even if he had merely turned a blind eye, we would conclude that he had “acquiesced” in BGH’s non-compliance with Ontario securities law. He is also, therefore, responsible for each of BGH’s contraventions. IV. CONCLUSION [88] For the reasons set out above, we conclude that:

a) BGH, Kurichh and Greening engaged in the business of trading, without being registered, thereby contravening section 25 of the Act;

b) BGH and Kurichh engaged in distributions of BGH shares without a prospectus, and their purported reliance

upon the accredited investor exemption was not valid, as a result of which they contravened section 53 of the Act;

c) BGH and Kurichh made representations that BGH would become a public company listed on the TSXV, and

thereby contravened section 38 of the Act; d) with respect to Staff’s allegations of fraud,

i) Kurichh knowingly participated in BGH’s fraudulent misrepresentations regarding BGH’s sales pipeline and government approval of BGH’s activities;

ii) Kurichh actively participated in Blackburn’s fraudulent diversion of company funds to Blackburn’s

personal use; and iii) BGH and Kurichh fraudulently diluted the interests of BGH’s retail shareholders; and

e) pursuant to section 129.1 of the Act, Kurichh and Greening are deemed to have contravened Ontario

securities law, by virtue of their having acquiesced or actively participated in BGH’s breaches described above.

[89] Staff shall contact the Commission’s Office of the Secretary, copying all parties, within 15 days of these Reasons and Decision to arrange dates for a hearing regarding sanctions. DATED at Toronto this 26th day of July, 2016. “Alan Lenczner” “Janet Leiper” “Timothy Moseley”


August 4, 2016

(2016), 39 OSCB 6958

3.1.3 Daniel William Yanaky – ss. 8(3), 21.7


R.S.O. 1990, c. S.5

AND

IN THE MATTER OF DANIEL WILLIAM YANAKY

REASONS AND DECISION

(Section 21.7 and Subsection 8(3) of the Act)

Hearing: June 2, 2016


Panel: Janet Leiper – Chair of the Panel

AnneMarie Ryan – Commissioner

Judith N. Roberts – Commissioner

Appearances: Daniel William Yankaky – For himself

Maria L. Abate – For the Mutual Fund Dealers Association of Canada

Matthew L. Britton – For the Staff of the Commisssion

TABLE OF CONTENTS

I. Background II. Issues to be determined III. Analysis

ISSUE 1: Did the MFDA Hearing Panel err in law? ISSUE 2: Was there new and compelling evidence presented to the Commission?

IV. Conclusion

REASONS AND DECISION I. BACKGROUND [1] On June 2, 2016, the Ontario Securities Commission (the Commission) held a hearing to consider an application

made by Daniel William Yanaky for a hearing and review of a decision by the Mutual Fund Dealer’s Association (MFDA).

[2] Yanaky was a registered mutual fund sales person with IPC Investment Corporation (IPC), and as an employee of IPC

was an Approved Person pursuant to the MFDA By-laws.1 On January 4, 2012, the MFDA received a report from IPC of a client complaint alleging that Yanaky had recommended that she and her husband (a non-client) invest in an “outside business activity.” As a result, the MFDA commenced an investigation into this outside business activity, described as the “Western Project”. On or about December 19, 2013, the MFDA received a report of another complaint involving another client of Yanaky’s and the Western Project.

[3] The MFDA sent five letters to Yanaky, between January 6, 2012 and June 6, 2012, requesting a written response to

the complaints and answers to eleven questions as well as other documents. While Yanaky did respond to four of the five letters, the MFDA held a hearing on January 19th and 20th, 2015 and found that he did not provide answers to any of the questions or produce the documents requested by the MFDA.

1 The Mutual Fund Dealers Association of Canada, By-law No 1, 2013 <http://www.mfda.ca/regulation/bylaw/By-law12-06-13.pdf> (MFDA

By-law No 1).


August 4, 2016

(2016), 39 OSCB 6959

[4] The MFDA held in their decision that Yanaky failed to cooperate with MFDA Staff in the course of their investigation, contrary to s. 22.1 of MFDA By-law No. 12 and ordered that Yanaky:

(a) Be permanently prohibited from conducting securities related business in any capacity while in the employ of

or associated with any Member of the MFDA; (b) Pay a fine of $75,000; and (c) Pay costs to the MFDA in the amount of $5,000. (Yanaky (Re), 2014 CarswellNat 1600 at para 13)

[5] This Hearing Panel must decide whether there is reason to intervene with the decision of the MFDA and either substitute its own decision or remit the matter back to the MFDA for reconsideration. For the reasons below, we dismiss the application and confirm the decision of the MFDA. II. ISSUES TO BE DETERMINED [6] Under section 21.7 of the Securities Act (the Act)3 the Commission has the authority to review regulatory decisions

made by a self-regulatory organization, including the MFDA. Pursuant to s. 8(3) of the Act, the Commission may confirm the decision under review or make such other decision as the Commission considers proper. At the hearing and review, we heard submissions from Yanaky, MFDA Staff and Commission Staff.

[7] The applicant, Yanaky, must show that his case fits within one of the following five grounds before the Commission will

set aside or vary a decision of the MFDA (Taub v Investment Dealers Association of Canada, 2009 ONCA 628):

1. The MFDA proceeded on an incorrect principle; 2. The MFDA erred in law; 3. The MFDA overlooked material evidence; 4. New and compelling evidence was presented to the Commission that was not presented to the MFDA; or 5. The Commission’s view of the public interest conflicts with that of the MFDA.

(Taub at para. 33)

[8] Based on the submissions of Yanaky, the Hearing Panel determined that there are two of these issues to address in

this review:

A. Did the MFDA Hearing Panel err in law because it did not have jurisdiction to investigate the activities of the applicant in relation to the Western Project; and

B. Is there is new and compelling evidence presented to the Commission that was not presented to the MFDA?

III. ANALYSIS ISSUE 1: Did the MFDA Hearing Panel err in law? [9] The MFDA Rules require that no Approved Person shall engage in securities related business except in accordance

with the Rules.4 The MFDA Rules set out that Approved Persons shall not engage in outside business activities without the knowledge and approval of the Member firm (in this case IPC).5 The MFDA Rules also impose a duty for Approved Persons to deal honestly and in good faith with its clients, observe high standards of ethics, refrain from engaging in any business conduct that is unbecoming or detrimental to the public interest, and be of such character, business repute and have such training as is consistent with these standards of conduct.6

2 MFDA By-law No 1. 3 RSO 1990, c. S.5 4 The Mutual Fund Dealers Association of Canada, Rules, 2016, rule 1.1.1 <http://www.mfda.ca/regulation/rules/RulesMar17-16.pdf> (MFDA

Rules). 5 MFDA Rules, rule 1.2.1. 6 MFDA Rules, rule 2.1.1.


August 4, 2016

(2016), 39 OSCB 6960

[10] The ability of the MFDA to conduct investigations is set out in its By-laws7 The MFDA has the authority to investigate the conduct of any Approved Person, as it considers necessary, in relation to compliance matters.8 For the purposes of such an investigation, an Approved Person is required to submit a report in writing, produce relevant copies of books, records and accounts, or to attend and give information respecting any such matters, as requested by the MFDA.9

[11] Yanaky submits that the MFDA did not have jurisdiction to investigate the Western Project because it is a personal and

philanthropic venture involving only his friends and himself, and as such, it is not an outside business activity. Mr. Yanaky stated before us that he has not been, nor does he expect to be, compensated in any manner for his involvement in the project.

[12] Yanaky further submits that the MFDA did not have jurisdiction to investigate the matter because IPC was not directly

involved with the Western Project. Proof of this, he states, is that one of the complainants in a parallel civil proceeding admitted in a sworn statement to knowing that IPC was not involved with the Western Project.

[13] MFDA Staff submit that a venture is not outside the jurisdiction of the MFDA simply because the subject of the

investigation characterizes it as philanthropic or involving only personal friends. MFDA Staff submit that while Yanaky may have considered some of those persons he introduced to the Western Project as friends, they were also clients of his with investment accounts placed at IPC. MFDA Staff further submit that if Approved Persons were able to avoid cooperating with investigations by characterizing business dealings as “personal”, the ability of the MFDA to investigate legitimate complaints would be severely impeded.

[14] MFDA Staff submit that the investigation into the Western Project carried out by the MFDA was squarely within its

jurisdiction and justified by the receipt of client complaints involving the applicant. The complaints raised four concerns, including that Yanaky might have been engaged in:

a. Securities related business that was not carried on for the account of the Member, through the facilities of the

Member and in accordance with the MFDA Rules; b. Outside business activities without the knowledge and approval of the Member; c. One or more contraventions of the standard of conduct that, among other things, require an Approved Person

to deal fairly, honestly and in good faith with clients, observe high standards of ethics and conduct in the transaction of business or refrain from engaging in any business conduct which is unbecoming or detrimental to the public interest; and

d. An illegal distribution of securities that might be contrary to the Ontario securities law and/or outside the scope

of the Applicant’s registration category as a dealing representative of a mutual fund dealer.

[15] Commission Staff submitted that, in addition to the arguments made by MFDA Staff, the investigatory bar must be a low one in order for the MFDA to be an effective and credible regulator.

[16] In British Columbia Securities Commission v Branch, [1995] 2 SCR 3, the Supreme Court held that persons involved in

the securities industries should not have a high expectation of privacy (para 58). In concurring reasons Justice L’Heureux-Dube stated:

… I fail to see how market participants would not expect to be questioned by regulators from time to time as to their market activities, in order for the securities commission to be able to ensure that they or the corporations that they represent have compiled with the prescribed standards.

(Branch at para 78.)

[17] The MFDA had the power under its By-laws to require Yanaky to provide a written report, answer questions and

produce documents. It was justified in doing so. Indeed, following customer complaints of this nature, it was required to do so. We agree with the submissions of MFDA Staff and Commission Staff that effective regulation of the securities industry requires regulators to have the ability to conduct investigations into and require full cooperation from registered individuals, especially in response to client complaints.

[18] The MFDA was obligated to investigate these complaints as they were made by clients of an Approved Person and

brought forward by the registrant, IPC, to the MFDA. If the venture was indeed a personal philanthropic activity and not an outside business activity, Yanaky was required to provide sufficient information to the MFDA to prove this to them.

7 MFDA By-law, No. 1. 8 MFDA, By-law, No. 21. 9 MFDA, By-law, No. 22.


August 4, 2016

(2016), 39 OSCB 6961

[19] We take further guidance from the Supreme Court that market participants should expect to be actively regulated by their regulator. We conclude that the MFDA did not commit an error of law in deciding that it had jurisdiction to investigate the activities of Yanaky in relation to the Western Project.

ISSUE 2: Was there new and compelling evidence presented to the Commission? 1. Yanaky’s professional obligations as an accountant [20] Yanaky testified before us that he could not answer questions or provide documentation during the MFDA’s

investigation because of his professional obligations as a Certified Management Accountant. He submitted that doing so would reveal confidential information about his friends and clients and would result in disciplinary action by the Chartered Professional Accountants of Ontario.

[21] Yanaky did not make this argument in any of his responses to the letters sent to him by the MFDA, or at the hearing

before the MFDA. He provided no documentation in support of this argument. Furthermore, he did not demonstrate how answering any of the questions or providing any of the documentation would breach this obligation, particularly given the general nature of the questions which did not seek to elicit tax or other personal information about any client.

[22] Accordingly we attach no weight to this argument. We find that Yanaky’s argument that he was not able to cooperate

with the MFDA investigation because of other professional obligations is not compelling evidence sufficient to warrant an intervention with the MFDA decision.

2. Overlooked material evidence [23] In his evidence before the Hearing Panel, Yanaky stated that he had answered the questions asked of him by the

MFDA during its investigation and stated that the MFDA had a document with the answers in its possession. The existence of such a document was not raised at the hearing before the MFDA. We were not provided with the document and MFDA Staff denied any knowledge of such a document.

[24] In his submissions, Yanaky appeared to concede that he had not made a substantive response to the questions from

the MFDA. It was his view that the MFDA was acting outside of its jurisdiction and that they did not have the right to ask for information about what he characterized as a “personal venture” involving friends and family. In further written submissions received after the hearing, Yanaky stated again that while he had not specifically answered the MFDA questions, he had responded to them by stating that the Western Project was a personal venture and therefore outside of the scope of the MFDA authority

[25] Mr. Yanaky has effectively conceded that there is no overlooked material evidence that was not before the MFDA.

Given our finding on the authority of the MFDA above, this ground of review must fail. IV. CONCLUSION [26] Effective oversight of registered mutual funds salespersons requires an obligation on the part of registrants to respond

to their regulators, who in turn are accountable to the public. The MFDA is entitled to request substantive responses to its questions, especially where a complaint is made. A registrant may disagree with the assertion of jurisdiction, but they cannot refuse to provide sufficient information to allow an appropriate evaluation by the regulator, especially as in this case, where the initial complaint on its face concerns potential business dealings with clients of the registrant. We are of the view that the MFDA was entitled and obliged to act on the complaint.

[27] Based on these findings, we conclude that the MFDA acted appropriately in making its decision and order against

Yanaky. The evidence and argument presented by Yanaky provide no basis for intervention. Accordingly, the application is dismissed.

Dated at Toronto this 28th day of July, 2016.

“Janet Leiper”

“Judith N. Robertson” “AnneMarie Ryan”


August 4, 2016

(2016), 39 OSCB 6962


August 4, 2016

(2016), 39 OSCB 6963

Chapter 4

Cease Trading Orders 4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name Date of Temporary Order

Date of Hearing Date of Permanent Order

Date ofLapse/Revoke

THERE ARE NO ITEMS TO REPORT THIS WEEK. Failure to File Cease Trade Orders

Company Name Date of Order Date of Revocation

THERE ARE NO ITEMS TO REPORT THIS WEEK 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name Date of Order or

Temporary Order

Date of Hearing

Date ofPermanent

Order

Date of Lapse/ Expire

Date of Issuer

Temporary Order

THERE ARE NO ITEMS TO REPORT THIS WEEK. 4.2.2 Outstanding Management & Insider Cease Trading Orders

Company Name Date of Order or

Temporary Order

Date of Hearing

Date ofPermanent

Order

Date of Lapse/ Expire

Date of Issuer

Temporary Order

DataWind Inc. 06 July 2016 18 July 2016 18 July 2016

Matica Enterprises Inc.

17 May 2016 30 May 2016 30 May 2016

Northern Power Systems Corp.

31 March 2016 13 April 2016 13 April 2016

Starrex International Ltd.

30 December 2015 11 January 2016 11 January 2016

Cease Trading Orders

August 4, 2016

(2016), 39 OSCB 6964


August 4, 2016

(2016), 39 OSCB 6965

Chapter 7

Insider Reporting

The following is a weekly summary of insider transactions by insiders of Ontario reporting issuers in SEDI ® (the System for Electronic Disclosure by Insiders).1 The weekly summary contains insider transactions reported during the 7-day period ending Sunday at 11:59 p.m. (i.e. the Sunday prior to the Bulletin Issue date).2

Guide to Codes

Relationship of Insider to Issuer (Rel=n) 1 Issuer 2 Subsidiary of Issuer 3 10% Security Holder of Issuer 4 Director of Issuer 5 Senior Officer of Issuer 6 Director or Senior Officer of 10% Security Holder 7 Director or Senior Officer of Insider or Subsidiary of Issuer (other than in 4,5,6) 8 Deemed Insider – 6 Months before becoming Insider

Nature of Transaction (T/O)

00 Opening Balance-Initial SEDI Report 10 Acquisition or disposition in the public market 11 Acquisition or disposition carried out privately 15 Acquisition or disposition under a prospectus 16 Acquisition or disposition under a prospectus exemption 22 Acquisition or disposition pursuant to a take-over bid, merger or acquisition 30 Acquisition or disposition under a purchase/ ownership plan 35 Stock dividend 36 Conversion or exchange 37 Stock split or consolidation 38 Redemption, retraction, cancellation, repurchase 40 Short sale 45 Compensation for property 46 Compensation for services 47 Acquisition or disposition by gift 48 Acquisition by inheritance or disposition by bequest 50 Grant of options 51 Exercise of options 52 Expiration of options 53 Grant of warrants 54 Exercise of warrants 55 Expiration of warrants 56 Grant of rights 57 Exercise of rights 59 Exercise for cash 70 Acquisition or disposition (writing) of third party derivative 71 Exercise of third party derivative 72 Other settlement of third party 73 Expiration of third party derivative 90 Change in nature of ownership 97 Other 99 Correction of Information

Note: The asterisk in the “Date/Month End Holding” column indicates the insider disagreed with the system calculated balance when the

transaction was reported.

1 SEDI® is a registered trademark owned by CDS INC.

2 ©CDS INC.

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6966

Issuer Name Security Insider Name Rel'n Transaction Date

T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Abattis Bioceuticals Corp.

Common Shares Yung, Michael David 5 30/06/2016 10 0.04 545,337 135,417

Acasti Pharma Inc. Common Shares (Actions de catégorie A)

Schottenfeld, Richard Paul

6 25/07/2016 10 1.59 154,049 -300

Accord Financial Corp. Options Beutel, David Michael 4 27/07/2016 50 9.28 40,000 20,000

Accord Financial Corp. Options Prager, Gary 4 27/07/2016 50 9.28 40,000 20,000

Accord Financial Corp. Options Sandler, Robert Stephen

4 27/07/2016 50 9.28 40,000 20,000

Accord Financial Corp. Options Swidler, John Joseph 4 27/07/2016 50 9.28 20,000

Accord Financial Corp. Options Swidler, John Joseph 4 27/07/2016 50 9.28 40,000 20,000

Accord Financial Corp. Options Warden, Stephen Duncan

4 27/07/2016 50 9.28 40,000 20,000

Acerus Pharmaceuticals Corporation (formerly Trimel Pharmaceuticals Corporation)

Common Shares Mainville, Luc 4 21/07/2016 00 1,000,000

ACL International Ltd. Options Virk, Aqeel 4, 6 05/06/2015 50 0.12 1,300,000

ACL International Ltd. Options Virk, Aqeel 4, 6 05/06/2015 50 0.12 1,300,000

ACTIVEnergy Income Fund

Trust Units ACTIVEnergy Income Fund

1 25/07/2016 38 4.6267 33,015,485 1,800

ACTIVEnergy Income Fund

Trust Units ACTIVEnergy Income Fund

1 27/07/2016 38 4.5738 33,016,285 800

Advantage Lithium Corp. Common Shares McElroy, Ross E. 4 25/07/2016 00 500,000

AGF Management Limited

Common Shares Restricted Share Units

BASARABA, Adrian 5 04/07/2016 00



BASARABA, Adrian 5 04/07/2016 00 6,142



BASARABA, Adrian 5 05/07/2016 46 5.14 15,870 9,728


Common Shares Deferred Share Units

Lang, Donald Gordon 4 18/07/2016 46 5.16 1,189


Common Shares Deferred Share Units

Lang, Donald Gordon 4 18/07/2016 46 5.16 1,189


Common Shares Class B

MCCREADIE, KEVIN ANDREW

5 28/07/2016 10 5.1 125,000 5,000

Agnico Eagle Mines Limited

Common Shares Al-Joundi, Ammar 5 30/06/2016 30 68.42 -442


Common Shares Al-Joundi, Ammar 5 30/06/2016 30 68.42 -442


Common Shares Al-Joundi, Ammar 5 30/06/2016 30 68.42 25,085 442


Common Shares Allan, Don 5 30/06/2016 30 68.42 29,933 303


Common Shares Blackburn, Alain 5 30/06/2016 30 68.42 2,182 288


Common Shares Datta, Picklu 5 30/06/2016 30 68.42 4,207 196


Common Shares Grondin, Louise 5 30/06/2016 30 68.42 22,114 217


Common Shares Laing, R. Gregory 5 30/06/2016 30 68.42 30,202 288


Common Shares Legault, Marc 5 30/06/2016 30 68.24 25,918 223


Common Shares Robitaille, Jean 5 30/06/2016 30 68.42 49,566 273


Common Shares Smith, David 5 30/06/2016 30 68.42 30,379 330


Common Shares Sylvestre, Yvon 5 30/06/2016 30 68.24 2,923 273

Alabama Graphite Corp. Common Shares PAMPLIN, Ann-Marie Michelle

8 30/04/2016 10 0.155 4,500

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6967


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


8 30/04/2016 10 0.155 257,500 4,500


8 24/05/2016 10 0.145 4,000


8 24/05/2016 10 0.145 386,500 4,000


8 22/07/2016 10 0.15 4,000


8 22/07/2016 10 0.15 438,000 4,000


8 25/07/2016 10 0.15 5,000


8 25/07/2016 10 0.15 443,000 5,000


8 27/07/2016 10 0.145 450,000 7,000

Alaris Royalty Corp. Rights Restricted Share units

BERTRAM, DANIEL JAMES

5 28/07/2016 56 19,158 4,158


Colabella, Manijeh Rachel

5 28/07/2016 56 26,284 4,620


Driscoll, Darren John 5 28/07/2016 56 44,034 8,778


ERVIN, MICHAEL DONALD

5 28/07/2016 56 20,328 4,620


FRAZER, AMANDA MAI

5 28/07/2016 56 21,263 5,082


King, Stephen Walter 4, 5 28/07/2016 56 71,299 11,550


KRAWETZ, CURTIS JAMES

5 28/07/2016 56 23,801 4,158

Alaris Royalty Corp. Common Shares TIMBERLAKE, DEVIN 5 01/07/2015 00


Alaris Royalty Corp. Common Shares TIMBERLAKE, DEVIN 5 29/07/2016 10 23.49 55 55












TIMBERLAKE, DEVIN 5 28/07/2016 56 5,234 3,234

Algold Resources Ltd. Common Shares Grou, Yves 4, 5 19/07/2016 11 0.3 166,666

Algold Resources Ltd. Common Shares Grou, Yves 4, 5 19/07/2016 16 0.3 166,666 166,666

Algold Resources Ltd. Common Shares Grou, Yves 4, 5 19/07/2016 11 0.4 485,000

Algold Resources Ltd. Common Shares Grou, Yves 4, 5 19/07/2016 16 0.4 2,273,333 485,000

Algold Resources Ltd. Warrants Grou, Yves 4, 5 19/07/2016 11 0.4 83,333

Algold Resources Ltd. Warrants Grou, Yves 4, 5 19/07/2016 16 0.4 83,333 83,333

Algold Resources Ltd. Warrants Grou, Yves 4, 5 19/07/2016 11 0.4 242,500

Algold Resources Ltd. Warrants Grou, Yves 4, 5 19/07/2016 16 0.4 2,993,887 242,500

Algold Resources Ltd. Common Shares La Salle, Benoit 4, 5 19/07/2016 11 0.3 485,000

Algold Resources Ltd. Common Shares La Salle, Benoit 4, 5 19/07/2016 16 0.3 2,273,333 485,000

Algold Resources Ltd. Warrants La Salle, Benoit 4, 5 19/07/2016 11 0.4 242,500

Algold Resources Ltd. Warrants La Salle, Benoit 4, 5 19/07/2016 16 0.4 2,993,887 242,500

Algold Resources Ltd. Common Shares RISTIC, DEJAN 5 19/07/2016 11 0.3 133,500

Algold Resources Ltd. Common Shares RISTIC, DEJAN 5 19/07/2016 16 0.3 133,500 133,500

Algold Resources Ltd. Warrants RISTIC, DEJAN 5 19/07/2016 11 0.4 66,750

Algold Resources Ltd. Warrants RISTIC, DEJAN 5 19/07/2016 16 0.4 66,750 66,750

Algold Resources Ltd. Common Shares vergnol, thierry 7 19/07/2016 11 0.3 850,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6968


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Algold Resources Ltd. Common Shares vergnol, thierry 7 19/07/2016 16 0.3 2,720,683 850,000

Algold Resources Ltd. Warrants vergnol, thierry 7 19/07/2016 11 0.4 425,000

Algold Resources Ltd. Warrants vergnol, thierry 7 19/07/2016 16 0.4 1,700,000 425,000

Alianza Minerals Ltd. (formerly Tarsis Resources Ltd.)

Common Shares Brown, Mark Thomas 4 29/07/2016 10 0.15 1,070,000 10,000

Alimentation Couche-Tard Inc.

Options Bernier, Jean 5 20/07/2016 50 58.87 3,165


Options Bernier, Jean 5 20/07/2016 50 58.87 116,511 3,165


Options Bouchard, Alain 4, 6, 7, 5

20/07/2016 50 58.87 48,487


Options Bouchard, Alain 4, 6, 7, 5

20/07/2016 50 58.87 477,020 48,487


Unité d'action différée Bourque, Nathalie 4 20/07/2016 46 58.87 34


Unité d'action différée Bourque, Nathalie 4 20/07/2016 46 58.87 15,317 34










Unité d'action différée D'Amours, Jacques 4 20/07/2016 46 58.87 34


Unité d'action différée D'Amours, Jacques 4 20/07/2016 46 58.87 3,253 34


Unité d'action différée D'Amours, Jacques 4 20/07/2016 46 58.87 382


Unité d'action différée D'Amours, Jacques 4 20/07/2016 46 58.87 3,635 382


Options Davis, Darrell J. 7 20/07/2016 50 58.87 3,039


Options Davis, Darrell J. 7 20/07/2016 50 58.87 61,060 3,039


Unité d'action différée Élie, Jean André 4 20/07/2016 46 58.87 244


Unité d'action différée Élie, Jean André 4 20/07/2016 46 58.87 31,365 244


Unité d'action différée Fortin, Richard 4, 6, 7, 5

20/07/2016 46 58.87 34



20/07/2016 46 58.87 16,698 34



20/07/2016 46 58.87 382



20/07/2016 46 58.87 17,080 382


Options Hannasch, Brian Patrick

4, 5 20/07/2016 50 58.87 81,898


Options Hannasch, Brian Patrick

4, 5 20/07/2016 50 58.87 1,238,560 81,898


Options Haxel, Geoffrey 5 20/07/2016 50 58.87 2,895


Options Haxel, Geoffrey 5 20/07/2016 50 58.87 10,044 2,895


Unité d'action différée Kau, Mélanie 4 20/07/2016 46 58.87 34


Unité d'action différée Kau, Mélanie 4 20/07/2016 46 58.87 61,592 34





Insider Reporting

August 4, 2016

(2016), 39 OSCB 6969


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed






Unité d'action différée Leroux, Monique F. 4 20/07/2016 46 58.87 34


Unité d'action différée Leroux, Monique F. 4 20/07/2016 46 58.87 1,257 34










Options Miller, Alex 5 20/07/2016 50 58.87 2,422


Options Miller, Alex 5 20/07/2016 50 58.87 3,786 2,422


Unité d'action fictive Miller, Alex 5 22/03/2016 38 -1,667






Unité d'action fictive Miller, Alex 5 22/03/2016 38 10,885 -1,667


Unité d'action différée Plourde, Réal 4, 6, 7, 5

20/07/2016 46 58.87 34



20/07/2016 46 58.87 3,086 34



20/07/2016 46 58.87 383



20/07/2016 46 58.87 3,469 383


Unité d'action différée Rabinowicz, Daniel 5 20/07/2016 46 58.87 17


Unité d'action différée Rabinowicz, Daniel 5 20/07/2016 46 58.87 3,369 17










Options Schram, Jacob 7 20/07/2016 50 58.87 4,370


Options Schram, Jacob 7 20/07/2016 50 58.87 17,204 4,370


Options Tessier, Claude 5 20/07/2016 50 58.87 5,308


Options Tessier, Claude 5 20/07/2016 50 58.87 67,071 5,308


Options Tewell, Dennis 5 20/07/2016 50 58.87 2,672


Options Tewell, Dennis 5 20/07/2016 50 58.87 9,244 2,672


Unité d'action différée Turmel, Jean 4 20/07/2016 46 58.87 34


Unité d'action différée Turmel, Jean 4 20/07/2016 46 58.87 95,631 34



Insider Reporting

August 4, 2016

(2016), 39 OSCB 6970


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed







Altitude Resources Inc. (formerly Triumph Ventures III Corporation)

Common Shares Wusaty, Eugene 3, 4 22/07/2016 10 0.065 7,287,300 2,000

American Core Sectors Dividend Fund

Trust Units American Core Sectors Dividend Fund

1 26/07/2016 38 10 2,373,980 600

American Core Sectors Dividend Fund

Trust Units American Core Sectors Dividend Fund

1 28/07/2016 38 10.001 2,374,680 700

Anaconda Mining Inc. Common Shares D'Angela, Ennio 3 27/07/2016 00

Anaconda Mining Inc. Common Shares D'Angela, Ennio 3 27/07/2016 00

Anaconda Mining Inc. Common Shares D'Angela, Ennio 3 27/07/2016 00 20,000,000

Anaconda Mining Inc. Common Shares D'Angela, Ennio 3 27/07/2016 00 1,991,000

Anaconda Mining Inc. Warrants D'Angela, Ennio 3 27/07/2016 00

Anaconda Mining Inc. Warrants D'Angela, Ennio 3 27/07/2016 00

Anaconda Mining Inc. Warrants D'Angela, Ennio 3 27/07/2016 00 10,000,000

Ansar Financial and Development Corporation

Common Shares Jalaluddin, Mohammed 3, 4, 5 26/07/2016 10 0.91 1,075,549 1,000

Ansar Financial and Development Corporation

Common Shares Nasim, Pervez 3, 4, 5 26/07/2016 10 0.91 1,075,549 1,000

Aphria Inc. (formerly, Black Sparrow Capital Corp.)

Common Shares Waddington, Philip 4 08/12/2014 00


Common Shares Waddington, Philip 4 15/07/2016 51 1.1 18,926 18,926






Options Waddington, Philip 4 15/07/2016 51 1.1 10,000 -50,000


Options Waddington, Philip 4 15/07/2016 51 1.3 0 -10,000

Aralez Pharmaceuticals Inc.

Common Shares Charles, Scott J. 5 27/07/2016 57 3.54 28,999


Common Shares Charles, Scott J. 5 27/07/2016 57 3.54 78,999 28,999


Restricted Share Units

Charles, Scott J. 5 27/07/2016 57 3.54 -28,999



Charles, Scott J. 5 27/07/2016 57 3.54 134,369 -28,999

ARC Resources Ltd. Common Shares Dielwart, John Patrick 4 15/07/2016 30 21.78 46,491 106






ARC Resources Ltd. Common Shares Groeneveld, Neil Adrian 5 15/07/2016 30 21.78 43,113 49

Argentum Silver Corp. Common Shares Balderson, Geoffrey 3, 4, 5 27/07/2016 10 0.1 1,640,760 -6,000

Argentum Silver Corp. Common Shares Balderson, Geoffrey 3, 4, 5 28/07/2016 10 0.1 1,636,760 -4,000

Armor Minerals Inc. Common Shares Boggio, Lenard 4 26/02/2015 00

Armor Minerals Inc. Common Shares Boggio, Lenard 4 25/07/2016 16 0.2 100,000 100,000

Armor Minerals Inc. Warrants Boggio, Lenard 4 26/02/2015 00

Armor Minerals Inc. Warrants Boggio, Lenard 4 25/07/2016 16 0.4 50,000 50,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6971


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Armor Minerals Inc. Common Shares Chang, Linda 5 25/07/2016 16 0.2 25,000 25,000

Armor Minerals Inc. Warrants Chang, Linda 5 25/07/2016 16 0.4 12,500 12,500

Armor Minerals Inc. Common Shares Pirooz, Robert Pirooz 4 25/07/2016 11 0.2 5,437,500 1,437,500

Armor Minerals Inc. Warrants Pirooz, Robert Pirooz 4 25/07/2016 11 4,718,750 718,750

Armor Minerals Inc. Common Shares Warke, Richard William 4 25/07/2016 16 0.2 18,246,553 1,437,500

Armor Minerals Inc. Warrants Warke, Richard William 4 25/07/2016 16 0.4 17,527,803 718,750

Atacama Pacific Gold Corporation

Common Shares Pladsen, Thomas John 5 26/07/2016 10 0.5 128,100 -15,000





ATCO LTD. Non-Voting Shares Class I

Creaghan, Patrick 7 27/07/2016 30 5,000 -2,000

Atlantic Gold Corporation (previously Spur Ventures Inc.)

Common Shares Dean, Steven G 4, 5 22/07/2016 51 0.37 475,000 400,000

Atlantic Gold Corporation (previously Spur Ventures Inc.)

Options Dean, Steven G 4, 5 22/07/2016 51 0.37 3,200,000 -400,000

Atlantic Power Corporation

Common Shares Atlantic Power Corporation

1 28/06/2016 38 3.171 71,665

Atlantic Power Corporation

Common Shares Atlantic Power Corporation

1 28/06/2016 38 3.171 638,909 22,600

Aurinia Pharmaceuticals Inc.

Common Shares Gluck, Rashieda 5 22/07/2016 10 3.03 0 -1,500

Aurinia Pharmaceuticals Inc.

Options Gluck, Rashieda 5 21/07/2016 50 105,000 40,000

Aurora Cannabis Inc. (formerly Prescient Mining Corp.)

Common Shares Booth, Terry 4 26/07/2016 11 0.4 -2,050,000


Common Shares Booth, Terry 4 26/07/2016 11 0.4 7,841,491 -2,050,000


Common Shares Booth, Terry 4 26/07/2016 11 0.44 7,386,946 -454,545


Common Shares Dobler, Stephen 4 26/07/2016 11 0.4 -2,500,000


Common Shares Dobler, Stephen 4 26/07/2016 11 0.4 16,850,000 -2,500,000

Auryn Resources Inc. Common Shares Bebek, Ivan 4 29/07/2016 54 1.7 4,114,233 400,000

Auryn Resources Inc. Warrants Bebek, Ivan 4 29/07/2016 54 1.7 0 -400,000

Auxellence Health Corporation (formerly 0924888 BC Ltd.)

Common Shares Munro, James Scott 3, 6 26/07/2016 10 0.07 1,320,000 -35,000

Avivagen Inc. Common Shares Allan, David 4 13/05/2015 00

Avivagen Inc. Common Shares Allan, David 4 13/05/2015 00 2,365,586

Axia NetMedia Corporation

Common Shares Digital Connection (Canada) Corp.

3 29/07/2016 00

Axia NetMedia Corporation

Common Shares Digital Connection (Canada) Corp.

3 29/07/2016 22 4.25 63,877,676 63,877,676

Axis Auto Finance Inc. Common Shares Clarke, Fraser 4 25/07/2016 00 150,000

Axis Auto Finance Inc. Options Clarke, Fraser 4 25/07/2016 00 204,000

Axis Auto Finance Inc. Common Shares Howe, Robert 4 25/07/2016 00 85,749

Axis Auto Finance Inc. Options Howe, Robert 4 25/07/2016 00 204,000

Axis Auto Finance Inc. Common Shares Mitchell, David 4, 5 25/07/2016 37 88,333 -441,667

Axis Auto Finance Inc. Common Shares Mitchell, David 4, 5 25/07/2016 11 0.6 148,333 60,000

Axis Auto Finance Inc. Options Mitchell, David 4, 5 25/07/2016 37 25,500 -127,500

Axis Auto Finance Inc. Common Shares Smith, Bruce Frank 4 25/07/2016 00 187,500

Axis Auto Finance Inc. Options Smith, Bruce Frank 4 25/07/2016 00 204,000

Axis Auto Finance Inc. Common Shares Troitschanski, Ilja 6 25/07/2016 00 6,816,470

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6972


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Axis Auto Finance Inc. Options Troitschanski, Ilja 6 25/07/2016 00 1,008,000

Axis Auto Finance Inc. Common Shares zinberg, jordan 4 25/07/2016 00 42,000

Axis Auto Finance Inc. Options zinberg, jordan 4 25/07/2016 00 204,000

Azarga Metals Corp. (formerly European Uranium Resources Ltd.)

Common Shares Molyneux, Alexander 3, 4 27/07/2016 10 0.2 4,176,240 9,500

Azarga Metals Corp. (formerly European Uranium Resources Ltd.)

Common Shares Molyneux, Alexander 3, 4 28/07/2016 10 0.28 4,186,240 10,000

Ballard Power Systems Inc.

Common Shares Osenar, Paul 7 28/07/2016 10 2.07 486,790 -32,800





Bank of Nova Scotia, The

Rights Director Deferred Stock Units (DDSU)

Aufreiter, Nora Anne 4 27/07/2016 56 66.31 3,811 452



Aufreiter, Nora Anne 4 27/07/2016 30 66.31 3,847 36



Babatz, Guillermo 4 27/07/2016 56 66.31 4,804 452



Babatz, Guillermo 4 27/07/2016 30 66.31 4,851 47



Bonham, Scott Barclay 4 27/07/2016 56 66.31 1,668 792



Bonham, Scott Barclay 4 27/07/2016 30 66.31 1,677 9



Brenneman, Ron A. 4 27/07/2016 56 66.31 59,102 452



Brenneman, Ron A. 4 27/07/2016 30 66.31 59,739 637



Dallara, Charles Harry 4 27/07/2016 56 66.31 5,008 452



Dallara, Charles Harry 4 27/07/2016 30 66.31 5,058 50



Fatt, William Robert 4 27/07/2016 56 66.31 4,956 754



Fatt, William Robert 4 27/07/2016 30 66.31 5,002 46



Macklem, Richard Tiffany

4 27/07/2016 56 66.31 3,616 754



Macklem, Richard Tiffany

4 27/07/2016 30 66.31 3,647 31



O'Neill, Thomas Charles

4 27/07/2016 56 66.31 38,435 1,508



O'Neill, Thomas Charles

4 27/07/2016 30 66.31 38,836 401



Pacheco, Eduardo 4 27/07/2016 56 66.31 2,896 792

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6973


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Pacheco, Eduardo 4 27/07/2016 30 66.31 2,919 23



Power, Una Marie 4 27/07/2016 56 66.31 961 792



Power, Una Marie 4 27/07/2016 30 66.31 963 2



Regent, Aaron William 4 27/07/2016 56 66.31 11,671 943



Regent, Aaron William 4 27/07/2016 30 66.31 11,787 116



Samarasekera, Indira Vasanti

4 27/07/2016 56 66.31 28,301 792



Samarasekera, Indira Vasanti

4 27/07/2016 30 66.31 28,599 298



Segal, Susan Louise 4 27/07/2016 56 66.31 15,930 886



Segal, Susan Louise 4 27/07/2016 30 66.31 16,093 163



Sobey, Paul David 4 27/07/2016 56 66.31 68,597 980



Sobey, Paul David 4 27/07/2016 30 66.31 69,332 735



Thomas, Barbara Susan

4 27/07/2016 56 66.31 19,499 792



Thomas, Barbara Susan

4 27/07/2016 30 66.31 19,702 203



Thomson, Scott 4 27/07/2016 56 66.31 961 792



Thomson, Scott 4 27/07/2016 30 66.31 963 2

Beaufield Resources Inc. Common Shares Eskelund-Hansen, Jens 4, 5 14/07/2016 11 0.125 300,000

Beaufield Resources Inc. Common Shares Eskelund-Hansen, Jens 4, 5 14/07/2016 16 0.125 6,492,000 300,000

Beaufield Resources Inc. Common Shares Eskelund-Hansen, Jens 4, 5 27/07/2016 10 0.1 6,592,000 100,000

Belo Sun Mining Corp. Common Shares Agnico Eagle Mines Limited

3 22/07/2016 15 0.85 -14,922,760


3 22/07/2016 15 0.85 -14,922,760


3 22/07/2016 11 0.85 89,102,760 14,922,760

Belo Sun Mining Corp. Common Shares Sun Valley Gold LLC 3 27/07/2016 15 0.85 74,651,681 5,000,000

Belo Sun Mining Corp. Common Shares Sun Valley Gold Master Fund, Ltd.

3 27/07/2016 15 0.85 47,821,634 3,880,000

Big Rock Labs Inc. Common Shares Seemann, Harald 4 25/07/2016 10 0.3 12,577,837 -12,000




Biomark Diagnostics Inc. Common Shares Bux Investments Ltd. 3 18/02/2015 00 200,000

Birchcliff Energy Ltd. $6.25 Subscription Receipts

Bosman, Myles 5 28/07/2016 36 6.25 0 -4,590

Birchcliff Energy Ltd. Common Shares Bosman, Myles 5 18/01/2005 00

Birchcliff Energy Ltd. Common Shares Bosman, Myles 5 28/07/2016 36 6.25 4,590 4,590

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6974


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Carlsen, Christopher Andrew

5 28/07/2016 36 6.25 0 -6,544


Carlsen, Christopher Andrew

5 28/07/2016 36 6.25 0 -800

Birchcliff Energy Ltd. Common Shares Carlsen, Christopher Andrew

5 28/07/2016 36 6.25 20,884 6,544

Birchcliff Energy Ltd. Common Shares Carlsen, Christopher Andrew

5 28/07/2016 36 6.25 3,768 800


Dawson, Dennis Alan 4 28/07/2016 36 6.25 0 -11,016

Birchcliff Energy Ltd. Common Shares Dawson, Dennis Alan 4 14/05/2015 00

Birchcliff Energy Ltd. Common Shares Dawson, Dennis Alan 4 28/07/2016 36 6.25 11,016 11,016


Humphreys, David 5 28/07/2016 36 6.25 0 -930


Humphreys, David 5 28/07/2016 36 6.25 0 -4,480


Humphreys, David 5 28/07/2016 36 6.25 0 -1,200

Birchcliff Energy Ltd. Common Shares Humphreys, David 5 09/10/2009 00

Birchcliff Energy Ltd. Common Shares Humphreys, David 5 28/07/2016 36 6.25 930 930

Birchcliff Energy Ltd. Common Shares Humphreys, David 5 28/07/2016 36 6.25 21,987 4,480

Birchcliff Energy Ltd. Common Shares Humphreys, David 5 28/07/2016 36 6.25 7,200 1,200


Surbey, James William 5 28/07/2016 36 6.25 0 -6,600

Birchcliff Energy Ltd. Common Shares Surbey, James William 5 28/07/2016 36 6.25 81,600 6,600

Black Diamond Group Limited

Common Shares Brawn, Robert Gerald Mamini

4 26/07/2016 15 5.05 205,330 100,000


Common Shares deRosenroll, Rodney Paul

5 26/07/2016 15 5.05 107,064 5,000


Common Shares Haynes, Trevor 4, 5 26/07/2016 15 5.05 2,057,564 306,931


Common Shares LaBrie, Tobias Gerald 5 22/07/2016 15 5.05 8,178 4,000


Common Shares Stein, Steve 4, 5 25/07/2016 15 5.05 875,176 20,000


Common Shares Wright, Paul 5 03/03/2016 00


Common Shares Wright, Paul 5 25/07/2016 15 5.05 2,000 2,000

Black Mammoth Metals Corporation

stock options Abrams, Mark John 4 25/07/2016 52 90,000 -15,000

BlackBerry Limited (formerly Research In Motion Limited)

Performance Restricted Share Units

Pini, Rafaele 5 24/06/2016 56 53,818 39,354

BlackBerry Limited (formerly Research In Motion Limited)


Pini, Rafaele 5 24/06/2016 56 35,869 26,236

Blackheath Resources Inc.

Options Carter, Jonathan 3, 4 22/07/2016 52 150,000 -160,000


Options Carter, Jonathan 3, 4 26/07/2016 50 310,000 160,000


Options Robertson, James 3, 4, 5 22/07/2016 52 400,000 -320,000


Options Robertson, James 3, 4, 5 26/07/2016 50 720,000 320,000


Options Spong, Kerry Melbourne

3, 4, 5 22/07/2016 52 350,000 -160,000


Options Spong, Kerry Melbourne

3, 4, 5 26/07/2016 50 510,000 160,000

Blind Creek Resources Ltd.

Common Shares Callaghan, James Frances Gerard

3 25/05/2016 10 0.05 673,000 -10,000

Bombardier Inc. Options Fohrer, Michael 7 25/07/2016 00 86,785

Bombardier Inc. Performance Share Units/Unites d'actions liees au rendement

Fohrer, Michael 7 25/07/2016 00 62,484

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6975


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Bombardier Inc. Restricted Share Units/Unités d'actions incessibles

Fohrer, Michael 7 25/07/2016 00 62,274

Bombardier Inc. Subordinate Voting Shares Classe B/ Class B Shares ( Subordinate Voting)

Fohrer, Michael 7 25/07/2016 00 70,496

Bombardier Inc. Options Wacker, Germar 7 25/07/2016 00 384,748

Bombardier Inc. Performance Share Units/Unites d'actions liees au rendement

Wacker, Germar 7 25/07/2016 00 50,362

Bombardier Inc. Restricted Share Units/Unités d'actions incessibles

Wacker, Germar 7 25/07/2016 00 63,824

Bombardier Inc. Subordinate Voting Shares Classe B/ Class B Shares ( Subordinate Voting)

Wacker, Germar 7 25/07/2016 00 8,731

Boralex Inc. Convertible Debentures 4,5% (échéance 30 juin 2020)

CORMIER, MICHELLE ANN

6 22/07/2016 00 $3,000

Boralex Inc. Common Shares Couture, Martin 6 22/07/2016 00

Brakpan Ventures Corp. Common Shares beukman, eugene 4, 5 21/07/2016 10 0.02 0 -2,039

Brookfield New Horizons Income Fund

Units Myhal, George 6 29/07/2016 38 0 -3,400








Units Partners Value Investments Inc.

3 29/07/2016 38 0 -11,050,000

Brookfield Property Partners L.P.

Limited Partnership Units

Brookfield Asset Management Inc.

3 18/07/2016 30 30.65 3,355,117 39,500




3 18/07/2016 30 23.63 3,402,550 47,433




3 19/07/2016 30 30.93 3,442,550 40,000




3 19/07/2016 30 23.74 3,489,983 47,433




3 20/07/2016 30 31.01 3,529,983 40,000




3 20/07/2016 30 23.75 3,577,416 47,433




3 21/07/2016 30 30.86 3,617,416 40,000




3 21/07/2016 30 23.64 3,660,876 43,460




3 22/07/2016 30 31.37 3,700,876 40,000




3 22/07/2016 30 23.86 3,748,309 47,433




3 25/07/2016 30 31.6 3,788,009 39,700




3 25/07/2016 30 23.91 3,829,749 41,740




3 26/07/2016 30 31.37 3,867,849 38,100




3 26/07/2016 30 23.75 3,914,086 46,237




3 27/07/2016 30 31.19 3,954,086 40,000




3 27/07/2016 30 23.63 4,000,323 46,237

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6976


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed




3 28/07/2016 30 31.28 4,040,323 40,000




3 28/07/2016 30 23.75 4,086,560 46,237

Cadillac Ventures Inc. Common Shares Brewster, Norman 5 26/07/2016 10 0.04 3,829,120 -45,000

Caledonia Mining Corporation Plc

Common Shares McGloin, John Francis Gerald

4 26/07/2016 00


Options McGloin, John Francis Gerald

4 26/07/2016 00


Rights Performance Units

McGloin, John Francis Gerald

4 26/07/2016 00


Rights Restricted Share Units

McGloin, John Francis Gerald

4 26/07/2016 00


Warrants McGloin, John Francis Gerald

4 26/07/2016 00

Calian Group Ltd. Common Shares weber, george brian 4 01/06/2016 10 19.8 2,530 13

Calian Group Ltd. Common Shares weber, george brian 4 18/06/2016 10 19.8 13

Calian Group Ltd. Common Shares weber, george brian 4 18/06/2016 10 19.8 2,517 -13

California Gold Mining Inc.

Options Nagy, Louis Robert 5 15/06/2016 00


Options Nagy, Louis Robert 5 28/07/2016 50 1.5 20,000 20,000


Options R.W. Tomlinson Limited 3 29/01/2010 00


Options R.W. Tomlinson Limited 3 29/01/2010 00


Options R.W. Tomlinson Limited 3 26/07/2016 50 2 120,000


Options R.W. Tomlinson Limited 3 26/07/2016 50 2 120,000


Options Tomlinson, William Ralph

4 10/08/2015 00


Options Tomlinson, William Ralph

4 26/07/2016 50 2 120,000 120,000

Callidus Capital Corporation

Deferred Share Units (DSUs)

Ashley, Bradley Wayne 4 21/07/2016 56 221 1



Donath, Tibor 4 21/07/2016 56 4,888 25


Options Nohdomi, Dan 5 21/07/2016 50 329,846 3,365


Options Reese, David Michael 5 21/07/2016 50 311,974 3,183



sutin, david earl 4 21/07/2016 56 4,888 25

Canadian Imperial Bank of Commerce

Common Shares Kramer, Christina Charlotte

5 27/07/2016 10 100.14 8,113 -400

Canadian International Minerals Inc.

Common Shares Burns, Michael George Garrett

4 24/09/2015 00


Common Shares Burns, Michael George Garrett

4 25/07/2016 16 0.05 200,000 200,000


Warrants Burns, Michael George Garrett

4 24/09/2015 00


Warrants Burns, Michael George Garrett

4 25/07/2016 16 200,000 200,000


Common Shares Forward, James Casey Dalton

4, 5 25/07/2016 16 0.05 2,019,000 900,000


Warrants Forward, James Casey Dalton

4, 5 25/07/2016 53 731,000 400,000


Common Shares Hasek, Thomas 4 25/07/2016 16 0.05 1,220,000 400,000


Warrants Hasek, Thomas 4 25/07/2016 53 1,070,000 400,000


Common Shares Schuss, Michael Edwin 4, 6, 5 25/07/2016 16 0.05 2,716,550 1,000,000


Warrants Schuss, Michael Edwin 4, 6, 5 25/07/2016 53 2,482,500 1,000,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6977


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Canadian National Railway Company

Options Cory, Michael A 5 27/07/2016 50 63.65 110,564 19,722


Performance Share Units/Unités d'actions de performance

Cory, Michael A 5 27/07/2016 56 63.65 11,828 7,219


Options Houle, Ghislain 5 27/07/2016 50 63.65 64,625 18,047



Houle, Ghislain 5 27/07/2016 56 63.65 17,628 6,606


Options JOBIN, Luc 4, 5 27/07/2016 50 63.65 510,170 65,862



JOBIN, Luc 4, 5 27/07/2016 56 63.65 44,149 24,106

Canadian Pacific Railway Limited

Common Shares Foran, Mike 5 26/07/2016 51 97.7 1,041 1,041


Common Shares Foran, Mike 5 26/07/2016 10 193.43 0 -1,041


Options Foran, Mike 5 26/07/2016 51 97.7 9,438 -1,041

Canadian Tire Corporation, Limited

Non-Voting Shares Class A


1 22/07/2016 38 139.13 10,000 10,000




1 22/07/2016 38 0 -10,000




1 25/07/2016 38 139.26 10,000 10,000




1 25/07/2016 38 0 -10,000




1 26/07/2016 38 140.32 10,000 10,000




1 26/07/2016 38 0 -10,000




1 27/07/2016 38 139.28 10,000 10,000




1 27/07/2016 38 0 -10,000




1 28/07/2016 38 137.7 10,000 10,000




1 28/07/2016 38 0 -10,000




1 29/07/2016 38 136.36 10,000 10,000




1 29/07/2016 38 0 -10,000

Canadian Utilities Limited


Creaghan, Patrick 7 27/07/2016 30 12,000 -2,000

Canadian Western Bank Options Dubowec, Michael Wasyl

5 11/03/2016 50 51,569 18,938

Canadian Western Bank Options Dubowec, Michael Wasyl

5 09/06/2016 52 30.757 49,650 -1,919

Canadian Western Bank Rights Restricted Share Units

Dubowec, Michael Wasyl

5 25/07/2016 56 11,889 7,472

Canadian Western Bank Rights Restricted Share Units

Dubowec, Michael Wasyl

5 25/07/2016 59 9,828 -2,061

Canadian Western Bank Preferred Shares Series 5

Rowe, Alan Macdonald 4 22/07/2016 10 17.52 900 300

Canadian Western Bank Preferred Shares Series 5

Rowe, Alan Macdonald 4 22/07/2016 10 17.55 1,200 300

CanAlaska Uranium Ltd. Common Shares Dasler, Peter George 5 26/07/2016 51 0.115 364,658 200,000



CanAlaska Uranium Ltd. Options Dasler, Peter George 5 26/07/2016 51 484,000 -200,000



CanAlaska Uranium Ltd. Common Shares Schimann, Karl 4, 5 26/07/2016 51 0.12 453,500 100,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6978


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

CanAlaska Uranium Ltd. Options Schimann, Karl 4, 5 26/07/2016 51 431,000 -100,000

CanWel Building Materials Group Ltd.

Common Shares Bull, Peter Morris 3 29/07/2016 36 4.1 5,264,417 944,767

CanWel Building Materials Group Ltd.

Subscription Receipts Bull, Peter Morris 3 29/07/2016 36 0 -944,767

Cardiff Energy Corp. Common Shares Bal, Jatinder Singh 4 26/07/2016 10 0.035 1,125,000 50,000

Carmanah Technologies Corporation

Options Elford, Sara 4 30/09/2015 00

Carmanah Technologies Corporation

Options Elford, Sara 4 19/07/2016 50 100,000 100,000

Cartier Iron Corporation (Formerly Northfield Metals Inc.)

Common Shares Lawler, Gary Kenneth John

4 27/07/2016 10 0.07 0 -275,000



4 30/06/2014 00



4 27/07/2016 10 0.07 275,000 275,000

Carube Copper Corp. (formerly Miocene Resources Limited)

Common Shares Ackert, Jeff 4, 5 25/07/2016 16 0.1 1,453,960 200,000


Warrants Ackert, Jeff 4, 5 23/06/2014 00


Warrants Ackert, Jeff 4, 5 25/07/2016 16 100,000 100,000


Common Shares LeBlanc, Greg Paul 4 25/07/2016 16 0.1 235,640 100,000


Warrants LeBlanc, Greg Paul 4 23/06/2014 00


Warrants LeBlanc, Greg Paul 4 25/07/2016 16 50,000 50,000


Common Shares Rampton, Vernon Neil 4, 5 25/07/2016 16 0.1 2,414,251 200,000


Warrants Rampton, Vernon Neil 4, 5 25/07/2016 16 487,500 100,000


Common Shares Soever, Alar 4 21/07/2016 56 0.1 1,329,651 200,000


Warrants Soever, Alar 4 21/07/2016 53 0.15 451,754 100,000

Cascadero Copper Corporation

Common Shares McWilliam, William James

4, 5 25/07/2016 10 0.07 4,383,250 25,000

Cascades Inc. Common Shares Cascades inc. 1 07/07/2016 38 8.99 300 300

Cascades Inc. Common Shares Cascades inc. 1 08/07/2016 38 8.98 7,700 7,400

Cascades Inc. Common Shares Cascades inc. 1 27/07/2016 38 0 -7,700

Cascades Inc. Common Shares CORMIER, MICHELLE ANN

4 22/07/2016 00

Cascades Inc. Common Shares Couture, Martin 4 22/07/2016 00

Cascades Inc. Common Shares Lemaire, Patrick 4, 6 22/07/2016 00 6,576

Cava Resources Inc. (formerly Sea Green Capital Corp.)

Common Shares Murray, Robert Brian 4 25/07/2016 10 0.43 563,730 20,000

Celestica Inc. Options DelBianco, Elizabeth 7, 5 26/07/2016 51 109,273 -22,742

Celestica Inc. Subordinate Voting Shares

DelBianco, Elizabeth 7, 5 25/07/2016 10 14.5 144,441 -10,100



Insider Reporting

August 4, 2016

(2016), 39 OSCB 6979


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


DelBianco, Elizabeth 7, 5 26/07/2016 51 8.26 144,283 22,742






Myers, Darren 7, 5 25/07/2016 10 14.58 75,217 -75,000

Changfeng Energy Inc. Common Shares Zhao, Yan 4, 5 21/07/2016 10 0.315 288,500 90,000

Colibri Resource Corporation

Options Bartos, Paul 4 17/07/2016 52 0.25 400,000 -150,000

Colibri Resource Corporation

Options Doucet, Roger 4 17/07/2016 52 0.25 400,000 -125,000

Computer Modelling Group Ltd.

Common Shares Jamieson, Patrick 4 26/07/2016 51 6.71 35,880 20,000

Computer Modelling Group Ltd.

Options Jamieson, Patrick 4 26/07/2016 51 6.71 66,000 -20,000

Conifex Timber Inc. Incentive Shares Bell, Patrick Ward 4 06/07/2016 97 0 -15,000

Conifex Timber Inc. Restricted Shares Bell, Patrick Ward 4 06/07/2016 97 0 -10,000

Conifex Timber Inc. Restricted Shares Bell, Patrick Ward 4 06/07/2016 50 10,000 10,000

Conifex Timber Inc. Restricted Shares Bell, Patrick Ward 4 06/07/2016 50 25,000 15,000

Constantine Metal Resources Ltd.

Common Shares McDonald, George Ross

4 22/07/2016 10 0.125 100,000 7,000

Continental Gold Inc. Common Shares Teicher, Leon 4, 5 25/07/2016 10 3.28 63,784 1,900


Continental Gold Inc. Common Shares Teicher, Leon 4, 5 25/07/2016 10 3.27 68,984 600


Copperbank Resources Corp.

Common Shares Armstrong, Arnold 3 25/07/2016 10 0.07 3,661,368 -40,000


Common Shares Armstrong, Arnold 3 27/07/2016 10 0.06 3,495,368 -166,000


Common Shares Armstrong, Arnold 3 21/10/2014 11 0.1 3,335,089 600,000


Options Armstrong, Arnold 3 21/04/2015 52 0 -774,400


Warrants Armstrong, Arnold 3 21/10/2014 00


Warrants Armstrong, Arnold 3 21/10/2014 00 2,387,884


Warrants Armstrong, Arnold 3 25/07/2016 10 0.005 1,850,000 -537,884


Warrants Armstrong, Arnold 3 21/10/2014 00


Warrants Armstrong, Arnold 3 21/10/2014 00 1,833,943


Warrants Armstrong, Arnold 3 21/10/2014 11 0.5 2,433,943 600,000


Warrants Armstrong, Arnold 3 21/10/2014 00 64,680


Warrants Armstrong, Arnold 3 21/10/2014 00 517,668


Common Shares Kovacevic, John Gianni 4, 5 25/07/2016 10 0.075 13,770,500 50,000





Corridor Resources Inc. Common Shares Miller, III, Lloyd I. 3 25/07/2016 10 0.3037 3,580,000 84,500

Corridor Resources Inc. Common Shares Miller, III, Lloyd I. 3 26/07/2016 10 0.3046 4,000,000 420,000

Cortex Business Solutions Inc.

Options Leetzow, Joel 4 26/07/2016 50 2.28 270,000 150,000

Cortex Business Solutions Inc.

Options Weiler, Sandra 5 26/07/2016 50 2.28 89,000 45,000

Crius Energy Trust Rights Restricted Trust Units

GF Power I, LLC 3 23/06/2016 00 4,670,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6980


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Cub Energy Inc. Common Shares Harrington Global Limited

3 26/07/2016 10 0.0265 37,108,810 -25,000,000

Cub Energy Inc. Common Shares Harrington Global Limited

3 28/07/2016 10 0.025 20,000,000 -17,108,810

Cub Energy Inc. Common Shares Harrington Global Opportunities Fund S.à.r.l.

3 26/07/2016 10 0.0265 37,108,810 -25,000,000

Cub Energy Inc. Common Shares Harrington Global Opportunities Fund S.à.r.l.

3 28/07/2016 10 0.025 20,000,000 -17,108,810

Currency Exchange International, Corp.

Common Shares Prakash, Stacey Lynn 5 28/07/2016 10 27.22 12,227 -200

Currency Exchange International, Corp.

Common Shares Prakash, Stacey Lynn 5 28/07/2016 10 27.2 4,927 -7,300

Currie Rose Resources Inc.

Options Griffiths, Michael Richard

4 22/06/2007 50 0.45 250,000



4 22/06/2007 50 100,000



4 22/06/2007 52 1,100,000 100,000



4 14/09/2010 11 0.1 500,000



4 14/09/2010 50 0.1 500,000



4 14/09/2010 50 200,000



4 14/09/2010 50 700,000 200,000



4 13/06/2012 50 0.1 1,150,000



4 13/06/2012 50 0.05 1,850,000 1,150,000

Damara Gold Corp. (formerly Solomon Resources Limited)

Options Eskelund-Hansen, Jens 4 29/01/2014 00


Options Eskelund-Hansen, Jens 4 27/07/2016 50 0.05 150,000 150,000


Options Gieselman, Terese 5 29/01/2014 00


Options Gieselman, Terese 5 27/07/2016 50 0.05 350,000 350,000


Options Lindqvist, William Francis

4 27/07/2016 50 0.05 550,000 150,000


Options Nagy, Lawrence J 4, 5 27/07/2016 50 0.05 800,000 300,000


Options Stone, David M. 4, 5 19/11/2012 00


Options Stone, David M. 4, 5 27/07/2016 50 150,000 150,000


Options Yeomans, William 4 22/03/2016 00


Options Yeomans, William 4 27/07/2016 50 150,000 150,000

Delavaco Residential Properties Corp. (formerly Sereno Capital Corporation)

Common Shares BLEDIN, GEOFFREY 4 20/07/2016 00

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6981


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed






Common Shares BLEDIN, GEOFFREY 4 20/07/2016 00 500,000


Common Shares Dadouch, Eli 4 20/07/2016 00 2,954,000


Common Shares Dadouch, Eli 4 20/07/2016 00 479,500


Convertible Debentures

Dadouch, Eli 4 20/07/2016 00 $164,000


Common Shares Smuschkowitz, Howard 4 20/07/2016 00 1,476,000

Deveron UAS Corp. (formerly Deveron Resources Ltd.)

Warrants Greencastle Resources Ltd.

3 27/07/2016 11 6,368,590 -100,000

DHX Media Ltd. Common Voting Shares

Donovan, Michael 4 20/07/2016 10 7.15 3,985,727 -300,000

DHX Media Ltd. Common Voting Shares

Machum, Donald Geoffrey

4 25/07/2016 10 7.21 104,847 -5,000

Diagnos Inc. Subscription Rights Larente, André 4, 5 01/06/2004 00

Diagnos Inc. Subscription Rights Larente, André 4, 5 28/07/2016 56 0.04 522,500 522,500

Diagnos Inc. Subscription Rights therien, Jean-Yves 4 20/05/2016 00

Diagnos Inc. Subscription Rights therien, Jean-Yves 4 28/07/2016 56 0.04 300,000 300,000

Diamond Estates Wines & Spirits Inc.

Deferred Share Units Beutel, David Michael 4 27/07/2016 46 0.1343 309,582 85,629


Deferred Share Units HARRIS, KEITH RAYMOND

3, 4 27/07/2016 46 0.1342 173,298 47,933


Deferred Share Units Hick, John Walter Wallen

4 27/07/2016 56 173,119 46,537


Deferred Share Units Wolkin, Harold Morton 4 27/07/2016 30 0.134 126,823 46,537

DMD Digital Health Connections Group Inc. (Formely Aptilon Corporation)

Common Shares Benthin, Mark 4 27/07/2016 10 0.18 3,107,254 -500


Common Shares Benthin, Mark 4 28/07/2016 10 0.17 3,086,754 -20,500


Common Shares Benthin, Mark 4 29/07/2016 10 0.17 3,066,754 -20,000

Dolly Varden Silver Corporation

Common Shares Hecla Mining Company 3 26/07/2016 11 0.62 4,478,087 1,857,796


Warrants Hecla Mining Company 3 26/07/2016 11 0.7 1,351,762 101,762


Common Shares Moore, Rosalie C. 4 26/07/2016 16 0.62 212,290 161,290

Dominion Diamond Corporation

Common Shares ANDRUSKEVICH, THOMAS

4 20/07/2016 00


Common Shares ANDRUSKEVICH, THOMAS

4 20/07/2016 10 8.7 11,418 11,418

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6982


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Rights Deferred Share Units

ANDRUSKEVICH, THOMAS

4 20/07/2016 00




4 20/07/2016 56 1,072




4 21/07/2016 56 1,101 1,101

DragonWave Inc. Options Mag, Ingrid 5 22/07/2016 50 7.34 9,328 5,000

Dream Industrial Real Estate Investment Trust

Units KNOWLTON, JOHN MICHAEL ARTHUR

4 20/06/2016 00 5,000

Dundee Corporation Subordinate Voting Shares Class A

Goodman, Daniel 4 20/07/2016 10 8.0688 436,900 -3,200

Dundee Corporation Subordinate Voting Shares Class A

Goodman, Daniel 4 21/07/2016 10 8.05 435,600 -1,300

Dundee Precious Metals Inc.

Common Shares GMT Capital Corp 3 25/07/2016 10 2.86 4,118,200 63,400












Common Shares GMT Capital Corp 3 25/07/2016 10 2.86 840,100 5,800







Duran Ventures Inc. Common Shares Unlimited, No Par Value

Brown, William Richard 4 25/07/2016 11 0.09 2,000,000 500,000

Duran Ventures Inc. Warrants Issued in Private Placements

Brown, William Richard 4 24/11/2015 00


Brown, William Richard 4 25/07/2016 11 0.15 500,000 500,000


Brunelle, Steven Samuel

4 25/07/2016 16 0.09 577,452 166,667


Brunelle, Steven Samuel

4 25/07/2016 16 166,667 166,667


Hamilton, Daniel 5 25/07/2016 16 0.1 1,048,484 600,000


Hamilton, Daniel 5 25/07/2016 16 600,000 600,000


Reeder, Jeffrey 4 25/07/2016 16 0.09 1,647,191 750,000


Reeder, Jeffrey 4 25/07/2016 16 250000 250,000


Reeder, Jeffrey 4 25/07/2016 16 0.09 385,714 250,000


Reeder, Jeffrey 4 25/06/2013 55 0 -105,000


Reeder, Jeffrey 4 25/07/2016 16 0.15 750,000 750,000


Reeder, Jeffrey 4 25/07/2013 16 0 -250,000


Reeder, Jeffrey 4 25/07/2016 16 0.09 250,000 250,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6983


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Easy Technologies Inc. Common Shares Bal, Jatinder Singh 4 27/07/2016 10 1.31 0 -2,500

Eclipse Residential Mortgage Investment Corporation

Class A Shares Brompton Corp. 7 22/07/2016 10 9.35 7,900 -600





Edgefront Real Estate Investment Trust

Trust Units Dickson, Robert Earl 4 22/07/2016 46 1.7942 50,921 6,398


Trust Units Edgefront Realty Advisors Limited Partnership

8 29/07/2016 46 1.7868 344,948 163,218


Trust Units Felesky, Brian Arthur 4 22/07/2016 46 1.7942 74,403 2,526


Trust Units Forgione, Mario 4 22/07/2016 46 1.7942 411,319 2,959


Trust Units Manziaris, Theodore Peter

4 22/07/2016 46 1.7942 534,224 3,224

Enerdynamic Hybrid Technologies Corp.

Options (Incentive Stock Options)

BENT, BRUCE ROBERT PAUL

5 25/07/2016 50 0.15 4,045,011 1,192,096


Common Shares Fia, Roberto 4 21/07/2016 11 0.15 1,347,930 232,530


Warrants Fia, Roberto 4 21/07/2016 11 345,030 332,530


Common Shares Johnson, Donald Kenneth

3 20/07/2016 16 0.15 12,000,000 4,000,000


Warrants Johnson, Donald Kenneth

3 20/07/2016 16 6,500,000 4,000,000


Common Shares Matthews, Wilmot Leslie

3 20/07/2016 36 13,915,000 10,000,000


Convertible Notes Matthews, Wilmot Leslie

3 20/07/2016 36 $0 -$1,500,000


Warrants Matthews, Wilmot Leslie

3 20/07/2016 36 12,450,000 10,000,000

Enterprise Group, Inc. Common Shares JAROSZUK, LEONARD

4, 5 29/07/2016 10 0.285 3,232,856 22,500


4, 5 26/07/2016 10 0.35 2,874,777 30,000


4, 5 27/07/2016 10 0.295 2,889,777 15,000


4, 5 27/07/2016 10 0.3 2,924,777 35,000


4, 5 28/07/2016 10 0.285 2,943,777 19,000

Equitorial Exploration Corp.

Common Shares Bal, Jatinder Singh 1 27/07/2016 10 0.07 1,157,000 250,000

Equitorial Exploration Corp.

Common Shares Bal, Jatinder Singh 1 27/07/2016 10 0.065 1,407,000 250,000

Eurocontrol Technics Group Inc.

Common Shares Eurocontrol Technics Group Inc.

1 15/07/2016 38 0.18 13,000 13,000



1 18/07/2016 38 0.19 38,000 25,000



1 26/07/2016 38 0.17 88,000 50,000



1 27/07/2016 38 0.17 113,000 25,000

exactEarth Ltd. Common Shares Zahler, Eric 4 25/07/2016 10 9781 95,000 5,400

exactEarth Ltd. Common Shares Zahler, Eric 4 25/07/2016 10 0.9623 98,100 3,100

exactEarth Ltd. Common Shares Zahler, Eric 4 25/07/2016 10 0.9698 98,400 300

exactEarth Ltd. Common Shares Zahler, Eric 4 28/07/2016 10 0.9899 100,000 1,600

Excellon Resources Inc. Deferred Share Units Eaton, Thor 4 28/07/2016 56 1.23 279,673 6,753

Excellon Resources Inc. Deferred Share Units Fernandez Mena, Oliver

4 28/07/2016 56 1.23 226,822 8,537

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6984


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Excellon Resources Inc. Deferred Share Units Fortier, André Y. 4 28/07/2016 56 1.23 385,915 15,244

Excellon Resources Inc. Deferred Share Units Goodman, Ned 4 28/07/2016 56 1.23 147,501 8,186

Excellon Resources Inc. Deferred Share Units McFarland, Alan Roberts

4 28/07/2016 56 1.23 334,413 13,720

Excellon Resources Inc. Deferred Share Units Ryan, Timothy J. 4 28/07/2016 56 1.23 371,265 12,805

Excellon Resources Inc. Common Shares Sprott, Eric S. 3 26/07/2016 15 1.15 14,433,082 5,826,826

Excellon Resources Inc. Warrants Sprott, Eric S. 3 26/07/2016 15 6,246,746 2,913,413

Exco Technologies Limited

Common Shares Knight, R. Drew 5 28/07/2016 10 12.9 620 84

Extendicare Inc. Common Shares Neves, A. Paula 7 20/07/2016 10 8.19 4,560 2,400

Firan Technology Group Corporation

Common Shares Bourne, Bradley Collier 5 22/07/2016 51 0.34 634,700 50,000

Firan Technology Group Corporation

Options stock option plan

Bourne, Bradley Collier 5 22/07/2016 51 0.34 75,000 -50,000

First Mexican Gold Corp. Common Shares Voisin, James Arthur Robert

4 26/07/2016 10 0.035 8,590,313 -25,000

First Point Minerals Corp.

Common Shares Turenne, Martin Emery Joseph

5 20/07/2016 10 0.09 2,466,852 7,500

Fortress Paper Ltd. Convertible Debentures FTP.DB 6.5% Debenture

Fortress Paper Ltd. 1 06/07/2016 38 98.53 $24,000 $6,000


Fortress Paper Ltd. 1 11/07/2016 38 99 $1,024,000 $1,000,000


Fortress Paper Ltd. 1 19/07/2016 38 99.75 $1,030,000 $6,000


Fortress Paper Ltd. 1 22/07/2016 38 100 $1,630,000 $600,000

Fortuna Silver Mines Inc. Common Shares Szotlender, Mario 4 28/07/2016 51 2.22 209,700 13,000

Fortuna Silver Mines Inc. Common Shares Szotlender, Mario 4 28/07/2016 10 11.3 196,700 -13,000

Fortuna Silver Mines Inc. Options Szotlender, Mario 4 28/07/2016 51 215,000 -13,000

Fox River Resources Corporation

Common Shares Laschinger, Fraser James

5 26/07/2016 10 0.045 525,000 1,000

Fronsac Real Estate Investment Trust

Participation Units CHICOINE, RICHARD 4 14/07/2016 11 0.39 128,206


Participation Units CHICOINE, RICHARD 4 14/07/2016 16 0.39 1,458,622 128,206


Participation Units Laframboise, Guy 4 14/07/2016 11 0.39 1,089,744


Participation Units Laframboise, Guy 4 14/07/2016 16 0.39 4,123,679 1,089,744


Participation Units Laplante, François-Olivier

4 14/07/2016 11 0.39 1,000,000


Participation Units Laplante, François-Olivier

4 14/07/2016 16 0.39 1,001,000 1,000,000


Participation Units Zakuta, Michael Aaron 4 14/07/2016 11 0.39 970,000


Participation Units Zakuta, Michael Aaron 4 14/07/2016 16 0.39 4,258,168 970,000

Galantas Gold Corporation

Warrants Beaty, Ross J. 3 24/07/2016 55 0 -16,000,000

Galena International Resources Ltd.

Common Shares Ashcroft, Mark Nicholas James

4, 5 24/06/2016 00

Galena International Resources Ltd.

Common Shares Ashcroft, Mark Nicholas James

4, 5 27/07/2016 45 500,000 500,000

Gear Energy Ltd. Common Shares O'Connell, John 4 27/07/2016 00 714,286

Gear Energy Ltd. Common Shares O'Connell, John 4 27/07/2016 22 0.61 10,603,313 9,889,027

Gear Energy Ltd. Common Shares O'Connell, John 4 27/07/2016 00

Gear Energy Ltd. Common Shares O'Connell, John 4 27/07/2016 22 0.61 2,644,148 2,644,148

Gear Energy Ltd. Common Shares O'Connell, John 4 27/07/2016 00

Gear Energy Ltd. Common Shares O'Connell, John 4 27/07/2016 22 0.61 162,750 162,750

Gear Energy Ltd. Common Shares Olson, Kevin 4 27/07/2016 00 1,785,715

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6985


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Gear Energy Ltd. Common Shares Olson, Kevin 4 27/07/2016 22 0.61 6,434,360 4,648,645

Gear Energy Ltd. Common Shares Olson, Kevin 4 27/07/2016 00

Gear Energy Ltd. Common Shares Olson, Kevin 4 27/07/2016 22 0.61 116,250 116,250

Gear Energy Ltd. Common Shares Olson, Kevin 4 27/07/2016 00 357,143

Gear Energy Ltd. Common Shares Olson, Kevin 4 27/07/2016 22 0.61 1,887,650 1,530,507

Gear Energy Ltd. Warrants Olson, Kevin 4 27/07/2016 00

Gear Energy Ltd. Warrants Olson, Kevin 4 27/07/2016 22 1.03 581,250 581,250

Gear Energy Ltd. Common Shares ROSZELL, NEIL JACK 4 27/07/2016 00

Gear Energy Ltd. Common Shares ROSZELL, NEIL JACK 4 27/07/2016 22 0.61 232,500 232,500

Gear Energy Ltd. Common Shares ROSZELL, NEIL JACK 4 27/07/2016 00 357,143






Gear Energy Ltd. Common Shares ROSZELL, NEIL JACK 4 27/07/2016 22 0.61 1,251,856 1,251,856

Gear Energy Ltd. Warrants ROSZELL, NEIL JACK 4 27/07/2016 00

Gear Energy Ltd. Warrants ROSZELL, NEIL JACK 4 27/07/2016 22 1.03 232,500 232,500







Genesis Land Development Corp.

Common Shares Miller, III, Lloyd I. 3 22/07/2016 10 2.1324 2,923,300 18,600


Common Shares Miller, III, Lloyd I. 3 26/07/2016 10 2.1262 2,925,000 1,700


Common Shares Miller, III, Lloyd I. 3 28/07/2016 10 2.1276 2,925,900 900

Genesis Metals Corp (formerly Entourage Metals Ltd.)

Options Elsdon, Sheryl 5 27/07/2016 50 0.22 75,000 75,000


Options Fleming, Adrian Wallace

4, 5 27/07/2016 50 0.22 400,000 400,000


Options Florek, John 4, 5 27/07/2016 50 0.22 200,000 200,000


Options Groves, Brian John 4 22/02/2016 00


Options Groves, Brian John 4 27/07/2016 50 0.22 750,000 750,000


Options Hohol, Keenan Harry 4 27/07/2016 50 0.22 300,000 200,000


Options McLeod, Robert John 4 27/07/2016 50 0.22 200,000 200,000


Options Scott, Robert James 4 27/07/2016 50 0.22 300,000 200,000


Options Sundar, Jeffrey Rohit 4, 5 27/07/2016 50 0.22 750,000 750,000

Geologix Explorations Inc.

Common Shares Brack, George Leslie 4 22/07/2016 16 0.036 6,174,278 2,777,778


Convertible Notes Brack, George Leslie 4 22/07/2016 16 0.036 $0 -$2,777,778


Common Shares Craig, Dunham Lewis 4, 5 22/07/2016 16 0.036 3,836,289 1,388,889

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6986


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Convertible Notes Craig, Dunham Lewis 4, 5 22/07/2016 16 0.036 $0 -$1,388,889


Common Shares Patankar, Kiran Uday 4, 5 16/06/2016 00


Common Shares Patankar, Kiran Uday 4, 5 29/07/2016 16 0.08 550,000 550,000


Common Shares Smallwood, Randy 4 22/07/2016 16 0.036 5,206,778 2,777,778


Convertible Notes Smallwood, Randy 4 22/07/2016 16 0.036 $0 -$2,777,778


Common Shares Thody, Graham Campbell

4 22/07/2016 16 0.036 1,513,970 1,388,889


Convertible Notes Thody, Graham Campbell

4 22/07/2016 16 0.036 $0 -$1,388,889

Global Diversified Investment Grade Income Trust II

Trust Units Dalphond, Claude 4 27/07/2016 10 0.19 508,000 8,000

Global Diversified Investment Grade Income Trust II

Trust Units Dalphond, Claude 4 28/07/2016 10 0.19 512,000 4,000

Global Dividend Growers Income Fund

Trust Units Global Dividend Growers Income Fund

1 22/07/2016 38 10.02 2,332,556 25,000

Global Healthcare Dividend Fund

Trust Units Global Healthcare Dividend Fund

1 21/07/2016 38 10.3 3,417,913 10,000



1 27/07/2016 10 11.7 3,414,813 -3,100



1 28/07/2016 10 11.74 3,414,613 -200

Global Infrastructure Dividend Fund

Trust Units Global Infrastructure Dividend Fund

1 21/07/2016 38 7.77 1,320,700 5,000

Globex Mining Enterprises Inc.

Options Atkinson, Ian 4 25/07/2016 50 0.39 250,000 30,000


Options BRYAN, Chris 4 25/07/2016 50 0.39 250,000 30,000


Options STOCH, DIANNE 4, 5 25/07/2016 50 0.39 360,000 30,000


Options STOCH, JACK 4, 5 25/07/2016 50 0.39 1,397,500 600,000


Options van Hoof, Johannes Henricus Cornelis

4 12/06/2014 00


Options van Hoof, Johannes Henricus Cornelis

4 25/07/2016 50 30,000 30,000

GoGold Resources Inc. Common Shares Rhodenizer, Scott 6, 7 11/07/2016 10 1.3615 18,870,700 -25,000



GoGold Resources Inc. Common Shares Rhodenizer, Scott 6, 7 15/07/2016 10 1.2724 -48,800



Golden Dawn Minerals Inc.

Common Shares Brown, Andrew Bruce 5 21/07/2016 51 0.15 100,000 100,000


Common Shares Brown, Andrew Bruce 5 21/07/2016 10 0.295 50,000 -50,000


Common Shares Brown, Andrew Bruce 5 21/07/2016 10 0.305 30,000 -20,000


Common Shares Brown, Andrew Bruce 5 22/07/2016 10 0.365 0 -30,000


Options Brown, Andrew Bruce 5 21/07/2016 51 0.15 100,000 -100,000


Common Shares Wiese, Wolfgang 4, 5 12/07/2016 10 0.17 -73,000


Common Shares Wiese, Wolfgang 4, 5 12/07/2016 10 0.175 4,490,074 -73,500


Common Shares Wiese, Wolfgang 4, 5 19/07/2016 10 0.23 -30,000



Insider Reporting

August 4, 2016

(2016), 39 OSCB 6987


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed








Common Shares Wiese, Wolfgang 4, 5 26/07/2016 10 0.355 4,082,574 67,500


Common Shares Wiese, Wolfgang 4, 5 26/07/2016 54 0.1 4,776,074 693,500














Warrants Wiese, Wolfgang 4, 5 26/07/2016 54 0.1 6,123,834 -693,500

Golden Leaf Holdings Ltd.

Convertible Debentures

Robinson, Don M. 4, 5 14/07/2016 16 1000 $1,500 $500

Golden Queen Mining Co. Ltd.

Common Shares Coates, Bryan A. 4 28/01/2013 00


Common Shares Coates, Bryan A. 4 25/07/2016 16 1.45 17,000 17,000


Warrants Coates, Bryan A. 4 28/01/2013 00


Warrants Coates, Bryan A. 4 25/07/2016 16 8,500 8,500

Goldgroup Mining Inc. Common Shares Piggott, Keith 3, 4, 5 25/07/2016 54 0.25 5,861,934 175,000

Goldgroup Mining Inc. Warrants Piggott, Keith 3, 4, 5 25/07/2016 54 0.25 0 -175,000

GPM Metals Inc. Options Ferry, Alan Louis Henry 4 26/07/2016 50 0.5 325,000 200,000

GPM Metals Inc. Options Lewis, Doug Grinslade 4 26/07/2016 50 0.5 450,000 200,000

GPM Metals Inc. Options Murphy, Paul 5 26/07/2016 50 0.5 800,000 300,000

GPM Metals Inc. Options rosenberg, bruce 4 26/07/2016 50 0.5 325,000 200,000

GPM Metals Inc. Options Sheridan, Patrick John 4, 5 27/07/2016 50 0.5 550,000 300,000

Gran Colombia Gold Corp.

2020 Debentures Davies, Michael Monier 5 22/07/2016 10 0.8101 $11,037 -$15,000


2020 Debentures Davies, Michael Monier 5 22/07/2016 10 0.81 $37 -$11,000


2018 Debentures Gran Colombia Gold Corp.

1 26/07/2016 00


2020 Debentures Gran Colombia Gold Corp.

1 26/07/2016 00


Common Shares Gran Colombia Gold Corp.

1 26/07/2016 00

Grande West Transportation Group Inc.

Common Shares LaGourgue, John 4 22/07/2016 10 0.48 17,500 6,000

Grande West Transportation Group Inc.

Common Shares LaGourgue, John 4 25/07/2016 10 0.5 24,500 7,000

Great Bear Resources Ltd.

Common Shares Ramshaw, Douglas William

4 22/07/2016 00 20,000


Warrants Ramshaw, Douglas William

4 22/07/2016 00 20,000


Common Shares Terry, David Andrew 4 22/07/2016 00 100,000


Warrants Terry, David Andrew 4 22/07/2016 00 100,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6988


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Hatch Interactive Technologies Corporation

Options 10% rolling options plan

Keeney, Scott Powell 4 08/05/2016 00



Keeney, Scott Powell 4 06/07/2016 50 0.1 250,000 250,000



Naughty, Blair Lawrence

5 08/09/2015 00



Naughty, Blair Lawrence

5 06/07/2016 50 0.1 250,000 250,000

Hemisphere Energy Corporation

Common Shares McIntyre, Bruce Gregor 4 25/07/2016 10 0.2 386,500 12,500

Home Capital Group Inc. Common Shares Blowes, Robert 4 29/07/2016 10 28.41 7,000 2,000

Hudson's Bay Company Common Shares Metrick, Marc Jeffrey 5 27/07/2016 10 16.78 0 -875

Hudson's Bay Company Common Shares Pall, Brian Harold 5 20/07/2016 57 1,149,555 9,490

Hudson's Bay Company Restricted Share Units

Pall, Brian Harold 5 20/07/2016 57 173,873 -9,490

Hudson's Bay Company Common Shares Rodbell, Elizabeth Hersey

5 20/07/2016 57 105,772 10,786

Hudson's Bay Company Restricted Share Units

Rodbell, Elizabeth Hersey

5 20/07/2016 57 7,565 -10,786

Huntington Exploration Inc.

Common Shares Bowes, James Timothy 4, 5 26/07/2016 16 0.03 1,671,333 1,666,667


Common Shares Bowes, James Timothy 4, 5 26/07/2016 53 0.05 3,338,000 1,666,667


Common Shares Verhelst, Robert Joseph

4, 5 26/07/2016 16 1,700,000


Common Shares Verhelst, Robert Joseph

4, 5 26/07/2016 16 0.03 2,079,332 1,700,000


Units warrants Verhelst, Robert Joseph

4, 5 26/07/2016 16 0.05 1,950,000 1,700,000

Hydrogenics Corporation Common Shares Cargnelli, Joseph 3, 4, 5 12/03/2010 37 156,100 -3,746,400

IBI Group Inc. Options Stock Option Plan

Bebenek, Kevin L. 6 04/03/2016 50 15,000


Bebenek, Kevin L. 6 04/03/2016 50 15,000 15,000

IBI Group Inc. Common Shares Chowdhury, Ahmed Haleem

5 24/05/2016 10 -600


5 24/05/2016 10 4.35 -600


5 24/05/2016 10 4.35 25 -600


Johnson, Mel 7 04/03/2016 50 5,000


Johnson, Mel 7 04/03/2016 50 5,000 5,000


Mori, Bruce 6 04/03/2016 50 5,000


Mori, Bruce 6 04/03/2016 50 5,000 5,000


Pankiw, Michael 7 04/03/2016 50 15,000


Pankiw, Michael 7 04/03/2016 50 15,000 15,000

IBI Group Inc. Common Shares Sims, Lee 6 29/12/2015 57 1.6 10,174

IBI Group Inc. Common Shares Sims, Lee 6 29/12/2015 57 1.6 49,477 10,174

IBI Group Inc. Common Shares Sims, Lee 6 29/12/2015 57 1.6 1,119

IBI Group Inc. Common Shares Sims, Lee 6 29/12/2015 57 1.6 24,015 1,119

IBI Group Inc. Rights 2015 Rights Offering

Sims, Lee 6 19/11/2015 57 1.6 -40,697


Sims, Lee 6 19/12/2015 57 1.6 -40,697


Sims, Lee 6 19/12/2015 57 1.6 0 -40,697

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6989


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Sims, Lee 6 19/12/2015 57 1.6 -3,235


Sims, Lee 6 19/12/2015 57 1.6 0 -3,235


Zurawel, Peter 4 04/03/2016 50 5,000


Zurawel, Peter 4 04/03/2016 50 5,000 5,000

Imagination Park Entertainment Inc.

Common Shares Wowk, Joseph 4 26/07/2016 10 0.03 2,037,400 100,000

Imaging Dynamics Company Ltd.

Common Shares Delaney, Steven Douglas

4 06/08/2013 00 2,150,000

Imaging Dynamics Company Ltd.

Common Shares Delaney, Steven Douglas

4 18/10/2013 37 430,000 -1,720,000

Imperial Metals Corporation

Common Shares Keevil, Gordon 5 18/07/2016 30 4.73 5,909 717

Income Financial Trust Trust Units Finch, S. Wayne 4, 5 08/07/2016 10 12.2 33,500 -500

Income Financial Trust Trust Units Finch, S. Wayne 4, 5 21/07/2016 10 12.136 10,000 -5,000

Income Financial Trust Trust Units Finch, S. Wayne 4, 5 25/07/2016 10 12.235 9,000 -1,000

Indexplus Income Fund Trust Units INDEXPLUS Income Fund

1 22/07/2016 10 10.89 37,139,462 -20,000

INFOR Acquisition Corp. Class A Restricted Voting Shares

Holland, William T. 4 26/07/2016 10 9.98 107,500 90,000

InnVest Real Estate Investment Trust

Rights Deferred Units McFarlane, Robert Gordon

4 15/06/2016 30 6.85 49,940 241



4 07/07/2016 56 6.97 54,065 4,125



4 15/07/2016 30 6.94 54,324 259

Inovalis Real Estate Investment Trust

Units Argiros, Daniel 4 25/07/2016 15 9.5 36,900 900


Units Giraud, David 5 10/04/2013 00


Units Giraud, David 5 24/06/2016 11 9.5 166,382 166,382

International Road Dynamics Inc.

Common Shares Kolla, Ray 4 19/07/2016 46 1.69 5,374 1,109

InterOil Corporation Rights Performance Share Units

Armstrong, William Ellis 4 26/07/2016 56 3,565 3,565


Finlayson, Christopher Geoffrey

4 27/07/2016 56 3,565 3,565


Kamit, Wilson Leonard 4 25/07/2016 56 3,565 3,565


Namaliu, Rabbie Langanai

4 18/07/2016 56 5,407 3,565


Nicholson, Ford 4 16/07/2016 56 3,565 3,565


Yap, Chee Keong 4 22/07/2016 56 3,565 3,565

INV Metals Inc. Common Shares Pollock, Robert 4 27/07/2016 10 0.8 97,200 34,000




Jewett-Cameron Trading Company Ltd.

Common Shares Boone, Donald Mark 4, 5 15/07/2016 10 13.4 756,254 -5,000


Common Shares Boone, Donald Mark 4, 5 25/07/2016 10 13.99 750,769 -5,485


Common Shares Nasser, Michael Charles

5 13/07/2016 10 11.349 251,961 -204



5 15/07/2016 10 12.418 247,209 -4,752



5 15/07/2016 10 12.5 246,209 -1,000



5 25/07/2016 10 13.99 251,694 5,485

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6990


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Kelso Technologies Inc. Common Shares Lee, Richard Manning 5 22/07/2016 51 0.58 114,500 100,000

Kelso Technologies Inc. Options Lee, Richard Manning 5 22/07/2016 51 100,000 -100,000

KILO Goldmines Ltd. Common Shares Osisko Mining Inc. 3 27/07/2016 11 0.1 4,900,000 2,000,000

KILO Goldmines Ltd. Warrants Osisko Mining Inc. 3 27/07/2016 11 0.135 4,900,000 2,000,000

Kingsway Financial Services Inc.

Common Shares Fitzgerald, John Taylor Maloney Fitzgerald

4, 5 25/07/2016 10 5.27 329,000 200



4, 5 25/07/2016 10 5.32 330,400 1,400



4, 5 25/07/2016 10 5.34 331,266 866



4, 5 25/07/2016 10 5.35 331,767 501



4, 5 25/07/2016 10 5.36 332,067 300



4, 5 25/07/2016 10 5.37 332,267 200



4, 5 25/07/2016 10 5.38 332,967 700



4, 5 25/07/2016 10 5.39 333,067 100



4, 5 25/07/2016 10 5.4 333,266 199



4, 5 26/07/2016 10 5.42 337,732 4,466



4, 5 27/07/2016 10 5.42 339,332 1,600



4, 5 27/07/2016 10 5.43 339,532 200



4, 5 27/07/2016 10 5.44 341,998 2,466



4, 5 27/07/2016 10 5.45 342,198 200



4, 5 28/07/2016 10 5.39 346,664 4,466

Klondex Mines Ltd. Common Shares Dahl, Barry 5 25/07/2016 46 5.66 206,425 7,733

Klondex Mines Ltd. Common Shares Doolin, Michael Benjamin Jr.

7 25/07/2016 46 5.66 120,266 8,400

Klondex Mines Ltd. Common Shares Huet, Paul André 4, 5 25/07/2016 46 5.66 462,060 13,333

Klondex Mines Ltd. Common Shares Morris, Brian Wayne 5 25/07/2016 46 5.66 26,600 3,167

kneat.com, inc. Common Shares Dawe, Wade K. 5 27/07/2016 10 0.65 821,372 927

kneat.com, inc. Common Shares Dawe, Wade K. 5 27/07/2016 10 0.66 822,872 1,500

kneat.com, inc. Common Shares Dawe, Wade K. 5 27/07/2016 10 0.67 827,872 5,000

Kontrol Energy Corp. Common Shares Bowerbank, Andrew 4 22/07/2016 00

Kontrol Energy Corp. Common Shares Del Vasto, Claudio 4 22/07/2016 00

Kontrol Energy Corp. Common Shares Del Vasto, Claudio 4 22/07/2016 00 29,160

Kontrol Energy Corp. Common Shares Ghezzi, Paul 6 22/07/2016 00 11,500,000

Kontrol Energy Corp. Common Shares Lavereau, Kristian 5 22/07/2016 00 500,000

Kontrol Energy Corp. Common Shares Smith, Stephen 4, 5 29/07/2016 37 0 -2,603,718

Kontrol Energy Corp. Common Shares Smith, Stephen 4, 5 29/07/2016 37 433,953 433,953

Kootenay Silver Inc. Common Shares Berry, Kenneth Edward 4 25/07/2016 11 743,500 -383,000

Kootenay Silver Inc. Common Shares Busby, Steven 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Busby, Steven 6 03/03/2016 00

Kootenay Silver Inc. Warrants Busby, Steven 6 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares Carroll, Michael Louis 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Carroll, Michael Louis 6 03/03/2016 00

Kootenay Silver Inc. Warrants Carroll, Michael Louis 6 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares de Gelder, Neil 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants de Gelder, Neil 6 03/03/2016 00

Kootenay Silver Inc. Warrants de Gelder, Neil 6 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares Doyle, Alun Robert 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Doyle, Alun Robert 6 03/03/2016 00

Kootenay Silver Inc. Warrants Doyle, Alun Robert 6 28/07/2016 11 377,697 377,697

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6991


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Kootenay Silver Inc. Common Shares Dunn, Christopher Noel 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Dunn, Christopher Noel 6 03/03/2016 00

Kootenay Silver Inc. Warrants Dunn, Christopher Noel 6 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares Giuffre, Joseph Paul 4 29/07/2016 10 0.4 200,000 100,000

Kootenay Silver Inc. Common Shares Pan American Silver Corp.

3 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Pan American Silver Corp.

3 03/03/2016 00

Kootenay Silver Inc. Warrants Pan American Silver Corp.

3 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares Press, David Clement 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Press, David Clement 6 03/03/2016 00

Kootenay Silver Inc. Warrants Press, David Clement 6 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares Steinmann, Michael 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Steinmann, Michael 6 03/03/2016 00

Kootenay Silver Inc. Warrants Steinmann, Michael 6 28/07/2016 11 377,697 377,697

Kootenay Silver Inc. Common Shares Winckler, Gillian 6 28/07/2016 11 0.4 17,395,249 1,510,790

Kootenay Silver Inc. Warrants Winckler, Gillian 6 11/05/2016 00

Kootenay Silver Inc. Warrants Winckler, Gillian 6 28/07/2016 11 377,697 377,697

Lexaria Bioscience Corp. Common Shares Bunka, Christopher 4, 5 25/07/2016 10 0.114 7,127,202 19,083

Lexaria Bioscience Corp. Common Shares Bunka, Christopher 4, 5 25/07/2016 10 0.147 7,132,202 5,000

Lifestyle Delivery Systems Inc. (formerly, Kariana Resources Inc.)

Options Velisek, David 4 13/07/2016 50 225,000 200,000

Lithium X Energy Corp. Options Pokrandt, Harry Rudolf 4 13/07/2016 50 1.65 475,000 200,000

Logan International Inc. (formerly Destiny Resource Services Corp.)

Options MacNeill, David 5 27/07/2016 99 370,000 100,000

Logan International Inc. (formerly Destiny Resource Services Corp.)

Rights Restricted Stock Units

MacNeill, David 5 27/07/2016 99 134,570 -100,000

Logistec Corporation Common Shares Class A

LOGISTEC CORPORATION

1 22/07/2016 38 42.25 2,000 200

Logistec Corporation Common Shares Class A

LOGISTEC CORPORATION

1 22/07/2016 38 42.47 2,200 200

Lumenpulse Inc. Rights RSU Campbell, Gregory Sullivan

5 24/06/2016 59 3,127 -1,564

Lumenpulse Inc. Rights RSU Siemion, Brandon Mace

5 07/07/2016 59 10,984 -390

M Pharmaceutical Inc. (formerly First Sahara Energy Inc.)

Options Andrews, Christopher Norman

4 25/07/2016 50 1,000,000 800,000


Options Keane, Brian D. 5 04/04/2016 00


Options Keane, Brian D. 5 25/07/2016 50 800,000 800,000


Options Kovaleva, Tatiana 5 25/07/2016 50 450,000 400,000


Options Skeith, Donald Richard 4 25/07/2016 50 1,000,000 800,000


Options Tsafalas, George 4 25/07/2016 50 1,050,000 800,000

Macarthur Minerals Limited

Common Shares McCall, Cameron Hugh 4 29/07/2016 54 0.05 2,000,000 2,000,000


Warrants McCall, Cameron Hugh 4 28/07/2016 54 0.05 0 -2,374,750


Common Shares Taplin, David Charles Eaton

4 29/07/2016 54 0.05 6,194,274 2,374,750

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6992


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Warrants Taplin, David Charles Eaton

4 28/07/2016 54 0.05 0 -2,374,750

Mag One Products Inc. Common Shares Janda, Lucky Lakhwinder

4 20/07/2016 10 2,325,000 7,300

Mag One Products Inc. Common Shares Janda, Lucky Lakhwinder

4 21/07/2016 10 2,327,300 2,300

Mandalay Resources Corporation

Common Shares GMT Capital Corp 3 20/07/2016 15 0.89 13,767,000 1,341,200





Manitou Gold Inc. Common Shares Murphy, Richard 4, 5 29/07/2016 16 0.055 3,305,000 1,000,000

Manitou Gold Inc. Common Shares Murphy, Richard 4, 5 29/07/2016 11 0.09 2,305,000 -1,000,000

Manitou Gold Inc. Warrants Murphy, Richard 4, 5 22/04/2015 00

Manitou Gold Inc. Warrants Murphy, Richard 4, 5 29/07/2016 16 0.075 1,000,000 1,000,000

Marlin Gold Mining Ltd. Common Shares Wexford Capital LP 3 22/07/2016 16 0.5 28,174,223 2,600,000

Marlin Gold Mining Ltd. Common Shares Wexford Capital LP 3 22/07/2016 16 0.5 117,791,164 10,400,000

MAYA GOLD & SILVER INC.

Common Shares Goulet, Guy 4, 5 26/07/2016 10 0.15 1,401,296 5,000

MBN Corporation Units MBN Corporation 1 27/07/2016 38 5.6525 4,000 4,000

MBN Corporation Units MBN Corporation 1 27/07/2016 38 0 -4,000

MDC Partners Inc. Restricted Stock Goldberg, Daniel S. 4 01/07/2016 00

MDC Partners Inc. Restricted Stock Goldberg, Daniel S. 4 28/07/2016 56 5,000 5,000

Merus Labs International Inc.

Rights PSU Fishman, Barry 4, 5 29/06/2016 56 683,333 150,000


Options FOKKINGA, FRANCISCUS GERARDUS

5 01/07/2016 00


Options FOKKINGA, FRANCISCUS GERARDUS

5 15/07/2016 50 100,000 100,000

Metals Creek Resources Corp.

Options MacIsaac, Michael 5 29/07/2016 50 0.12 389,286 100,000


Options Malvin, Spooner 4 05/07/2012 00


Options Malvin, Spooner 4 05/07/2012 00 21,429


Options Malvin, Spooner 4 07/08/2013 50 100,000


Options Malvin, Spooner 4 07/08/2013 50 0.7 35,715 14,286






Options Reid, Newman Wayne 4, 5 29/07/2016 50 0.12 267,857 75,000


Options Stares, Alexander 4 29/07/2016 50 0.12 490,715 125,000


Options Stares, Michael 4 29/07/2016 50 0.12 239,285 75,000


Options Woods, Lorne Allan 4 29/07/2016 50 0.12 325,000 75,000

Mexigold Corp. Common Shares VARSHNEY, HARI 5 25/07/2016 10 0.05 1,830,246 18,000



Micromem Technologies Inc.

Common Shares Fuda, Diana 5 25/07/2016 51 0.2 466,888 100,000


Options Fuda, Diana 5 25/07/2016 51 0.2 712,500 -100,000


Common Shares Fuda, Joseph 4, 5 26/07/2016 51 0.2 536,447 50,000


Common Shares Fuda, Joseph 4, 5 26/07/2016 11 0.21 486,447 -50,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6993


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Options Fuda, Joseph 4, 5 26/07/2016 51 0.2 1,294,500 -50,000

Minera Alamos Inc. Options Chabursky, Borys 4 21/07/2016 50 0.19 1,457,000 500,000

Minera Alamos Inc. Options Durham, Robert Bruce 4 21/07/2016 50 850,000 350,000

Minera Alamos Inc. Options Frostad, Christopher John

4, 5 21/07/2016 50 0.19 718,100 650,000

Minera Alamos Inc. Options Koningen, Darren 4 21/07/2016 16 0.19 1,270,000 650,000

Mineral Mountain Resources Ltd.

Common Shares Morita, John Shigeo 4, 5 08/04/2016 37 0.04 362,000 -1,448,000


Options Morita, John Shigeo 4, 5 07/01/2016 52 0.7 250,000 -150,000


Options Morita, John Shigeo 4, 5 11/04/2016 37 50,000 -200,000


Options Morita, John Shigeo 4, 5 25/07/2016 50 0.3 550,000 500,000

Minnova Corp Common Shares Glenn, Gorden 4 20/07/2016 10 858,186 -4,000

Minnova Corp Common Shares Glenn, Gorden 4 21/07/2016 10 859,196 1,010

Minnova Corp Common Shares Glenn, Gorden 4 26/07/2016 10 858,196 -1,000

Minnova Corp Options Irwin, Christopher 4 25/07/2016 50 400,000 50,000

Minnova Corp Options Irwin, Christopher 4 27/07/2016 50 450,000 50,000

Minnova Corp Options Robertson, Brian Ernest

4 25/07/2016 50 575,000 50,000

Minnova Corp Options Robertson, Brian Ernest

4 27/07/2016 50 625,000 50,000

Minnova Corp Options white, james david alexander

4 25/07/2016 50 0.75 550,000 50,000

MINT Income Fund Trust Units MINT Income Fund 1 25/07/2016 10 7.09 62,943,782 -600

MINT Income Fund Trust Units MINT Income Fund 1 28/07/2016 10 7.02 62,933,982 -9,800

Monarques Gold Corporation (formerly know as MONARQUES RESOURCES INC.)

Common Shares Lacoste, Jean-Marc 4, 5 25/07/2016 10 0.65 0 -34,944


Common Shares Lacoste, Jean-Marc 4, 5 22/07/2016 10 0.57 150,000 -55,000


Common Shares Lacoste, Jean-Marc 4, 5 25/07/2016 10 0.65 100,000 -50,000

Moovly Media Inc. Common Shares Boddy, Brandon 4 27/07/2016 37 0 -760,000

Moovly Media Inc. Common Shares Boddy, Brandon 4 27/07/2016 37 506,667 506,667

Moovly Media Inc. Common Shares Coppens, Geert 4, 5 27/07/2016 00 14,394,697

Moovly Media Inc. Common Shares Grunewald, Brendon 4, 5 27/07/2016 00 12,707,893

Moovly Media Inc. Common Shares Grunewald, Brendon 4, 5 27/07/2016 00 445,392

Moovly Media Inc. Common Shares McGrath, Sean 5 27/07/2016 00 520,733

Moovly Media Inc. Warrants McGrath, Sean 5 27/07/2016 00 466,666

NAPEC Inc. (formerly know as CVTech Group Inc.)

Common Shares Laramée, André 3 25/07/2016 10 1.2 6,500,000 -750,000

Nass Valley Gateway Ltd.

Common Shares Merfin Management Ltd 3 27/07/2016 10 0.02 11,880,833 3,000






Common Shares Merfin Management Ltd 3 27/07/2016 10 0.04 101,392 225


Common Shares Merfin Management Ltd 3 27/07/2016 10 0.07 101,667 275


Common Shares Peter, Dieter Wolf 4, 5 27/07/2016 10 0.04 2,480,667 8,500


Options von Kursell, Andrew 4 25/07/2016 52 588,998 -10,000

Nemaska Lithium Inc. Common Shares Bourassa, guy georges 4, 5 21/07/2016 50 0.1 50,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6994


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Nemaska Lithium Inc. Common Shares Bourassa, guy georges 4, 5 21/07/2016 51 0.1 3,262,250 50,000

Nemaska Lithium Inc. Common Shares Nadeau, Steve 5 25/07/2016 10 1.07 132,855 3,000

Nemaska Lithium Inc. Common Shares Nadeau, Steve 5 25/07/2016 10 1.06 135,605 2,750

Neo Lithium Corp. (formerly, POCML 3 Inc.)

Common Shares Karayannopoulos, Constantine Efthymios

4 18/07/2016 00 1,800,000

Neo Lithium Corp. (formerly, POCML 3 Inc.)

Options Karayannopoulos, Constantine Efthymios

4 18/07/2016 00 585,000

Neptune Technologies & Bioressources Inc.

Deferred Share Units Crewe, Katherine 4 14/07/2015 00


Deferred Share Units Crewe, Katherine 4 26/07/2016 56 1.43 20,979 20,979


Deferred Share Units Fitzgibbon, Pierre 4 19/06/2014 00


Deferred Share Units Fitzgibbon, Pierre 4 26/07/2016 56 1.43 34,965 34,965


Deferred Share Units Neufeld, Victor 4 12/07/2016 00


Deferred Share Units Neufeld, Victor 4 26/07/2016 56 1.43 20,979 20,979


Deferred Share Units Roy, François R. 4 14/07/2015 00


Deferred Share Units Roy, François R. 4 26/07/2016 56 1.43 24,475 24,475

Nevada Exploration Inc. Common Shares Higgs, Darcy Alan 3 28/07/2016 10 0.45 2,284,234 -1,250

Nevada Exploration Inc. Common Shares Higgs, Darcy Alan 3 29/07/2016 10 0.45 2,276,984 -7,250

Nevada Exploration Inc. Common Shares Higgs, Dennis 4 28/07/2016 10 0.45 5,941,054 -1,250

Nevada Exploration Inc. Common Shares Higgs, Dennis 4 29/07/2016 10 0.45 5,933,804 -7,250

New Gold Inc. Options Estey, James 4 08/06/2016 52 9.59 223,186 -18,700

New Gold Inc. Options Konig, Martyn 4 08/06/2016 52 9.59 223,186 -18,700

New Gold Inc. Options Threlkeld, Raymond Wesley

4 08/07/2016 52 9.59 223,186 -18,700

NexgenRx Inc. Common Shares Crossett, Paul Everett 3 29/07/2016 10 0.16 1,165,000 115,000

NexgenRx Inc. Common Shares Loucks, Ronald Campbell

3, 4, 5 29/07/2016 10 0.16 6,737,533 100,000

Nexus Gold Corp. Common Shares Humphreys, Dean 4 26/07/2016 10 0.04 905,000 -50,000



Nighthawk Gold Corp. Common Shares Cudney, Robert Douglas

3 21/07/2016 10 0.35 22,488,603 50,000

Nighthawk Gold Corp. Common Shares Howlett, Brian 4 27/07/2016 10 0.34 195,000 2,957





NioCorp Developments Ltd.

Options Wightman, Anna Castner

4 16/02/2016 00

NioCorp Developments Ltd.

Options Wightman, Anna Castner

4 21/07/2016 50 0.94 500,000 500,000

North American Nickel Inc.

Common Shares Fedikow, Mark 6 28/06/2010 00


Common Shares Fedikow, Mark 6 21/07/2016 15 0.075 133,333 133,333


Warrants Fedikow, Mark 6 28/06/2010 00


Warrants Fedikow, Mark 6 21/07/2016 15 66,666 66,666


Common Shares Sabine, John William 4 22/07/2016 15 0.075 893,942 666,667


Common Shares Tirschmann, Patricia 5 21/07/2016 15 0.075 80,000 80,000


Warrants Tirschmann, Patricia 5 15/01/2015 00


Warrants Tirschmann, Patricia 5 21/07/2016 15 40,000 40,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6995


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Northland Power Inc. Deferred Rights Crawley, Mike 5 20/07/2016 57 40,000 -20,000

Northland Power Inc. Common Shares Temerty, James C. 3 15/07/2016 30 22.344 96,389 163

Northland Power Inc. Common Shares Temerty, James C. 3 15/07/2016 30 22.344 838,707 3,364

Northland Power Inc. Common Shares Temerty, James C. 3 15/07/2016 30 22.344 10,693 42

Northland Power Inc. Common Shares Temerty, James C. 3 15/07/2016 30 22.344 44,036,413 31,675

NorthWest Healthcare Properties Real Estate Investment Trust

Trust Units Barkin, Martin 4 25/07/2016 15 9.8 18,869 10,204


Trust Units Crotty, Bernard W. 4 25/07/2016 15 9.8 253,489 5,102


Trust Units Dalla Lana, Paul 4, 5 25/07/2016 16 9.8 1,655,190 418,368


Trust Units Krizan, Jan 5 25/07/2016 15 9.8 334,877 51,020


Trust Units Petersen, Brian Kenneth

4 25/07/2016 15 9.8 17,809 9,102


Trust Units Wentworth, Miles Peter 7 27/06/2016 00


Trust Units Wentworth, Miles Peter 7 25/07/2016 15 9.8 15,306 15,306

Novo Resources Corp. Common Shares Sprott, Eric S. 3 26/07/2016 00 1,666,667

Novo Resources Corp. Common Shares Sprott, Eric S. 3 26/07/2016 11 0.85 2,843,138 1,176,471

Novo Resources Corp. Common Shares Sprott, Eric S. 3 26/07/2016 00 1,923,077

Novo Resources Corp. Warrants Sprott, Eric S. 3 26/07/2016 00 1,666,667

Novo Resources Corp. Warrants Sprott, Eric S. 3 26/07/2016 11 2,843,138 1,176,471

Novo Resources Corp. Warrants Sprott, Eric S. 3 26/07/2016 00 1,923,077

Nunavik Nickel Mines Ltd.

Options Karahissarian, Annie 6 25/07/2016 38 15,000 -25,000


Options Mullan, Glenn J 4, 6 25/07/2016 38 115,000 -200,000


Options Poisson, Daniel 5 25/07/2016 38 30,000 -50,000


Options Wilson, Michael H. 4 25/07/2016 38 30,000 -150,000


Options Zinke, Jens 4, 5 25/07/2016 38 200,000 -200,000

NXT Energy Solutions Inc.

Options Selby, Charles Vincent 4 22/07/2016 50 215,000 50,000


Common Shares Steedman, Andrew 5 22/07/2016 51 1.16 480,034 80,000


Options Steedman, Andrew 5 22/07/2016 51 1.16 360,000 -80,000

NYX Gaming Group Limited

Common Shares Aizenstadt, Vladislav 5 28/07/2016 10 1.78 259,393 10,000


Common Shares Davey, Matthew Stuart 3, 4, 5 25/07/2016 10 1.75 140,697 100,000


Common Shares Merkur, James 4 25/07/2016 10 1.75 60,000 10,000


Common Shares Merkur, James 4 29/07/2016 10 1.8 73,000 13,000


Common Shares Rowlands, Colin 5 04/07/2016 00


Common Shares Rowlands, Colin 5 27/07/2016 10 1.8 10,000 10,000


Common Shares Rowlands, Colin 5 28/07/2016 10 1.8 20,000 10,000


Common Shares Stafford, Matthew James

5 28/07/2016 10 1.8 19,849 1,600


Common Shares William Hill Steeplechase Limited

3 20/05/2016 00

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6996


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Common Shares William Hill Steeplechase Limited

3 20/07/2016 36 2.75 6,800,000 6,800,000


Special Warrants William Hill Steeplechase Limited

3 20/05/2016 00



3 20/05/2016 16 2.75 6,800,000 6,800,000



3 20/07/2016 36 2.75 0 -6,800,000


Subscription Receipts (One Special Warrant)

William Hill Steeplechase Limited

3 20/05/2016 00




3 20/05/2016 00




3 20/05/2016 16 2.75 6,800,000




3 20/05/2016 16 2.75 6,800,000


Warrants William Hill Steeplechase Limited

3 20/05/2016 16 3.5 1,700,000



3 20/05/2016 16 3.5 1,700,000



3 20/07/2016 36 3.5 1,700,000 1,700,000

OceanaGold Corporation Options Cadzow, Mark David 5 11/02/2008 50 66,666

OceanaGold Corporation Options Cadzow, Mark David 5 11/02/2008 50 66,666

OceanaGold Corporation Options Cadzow, Mark David 5 11/02/2008 50 266,666 66,666

Open Source Health Inc. Common Shares Satveit, Sonya 4, 5 28/07/2016 10 0.103 2,622,341 -39,000

Orca Gold Inc. Common Shares Clark, Richard Peter 4, 5 27/07/2016 10 0.37 3,560,847 100,000

Orca Gold Inc. Common Shares Clark, Richard Peter 4, 5 28/07/2016 10 0.39 3,588,347 27,500

Organto Foods Inc. Common Shares Gianulis, Peter Lawrence

6 27/07/2016 16 0.3 1,510,893 83,393

Ovivo Inc. Unités d'action de performance (PSU)

Barbeau, Marc 4, 5 15/07/2016 58 - Expiration of rights

0 -32,345


De Blois, France 7 15/07/2016 58 - Expiration of rights

0 -8,760


Klees, Gwen 5 15/07/2016 58 - Expiration of rights

0 -6,739


Porteous, Jim 7 15/07/2016 58 - Expiration of rights

0 -8,053


SALAMOR, Malek 5 15/07/2016 58 - Expiration of rights

0 -13,312


Someah, Kaveh Saraii 5 15/07/2016 58 - Expiration of rights

0 -6,415

Pacific Exploration & Production Corporation

Common Shares De La Campa, Miguel Angel

4, 5 22/07/2016 10 0.07 2,075,400 -84,300

Pacific Exploration & Production Corporation

Common Shares De La Campa, Miguel Angel

4, 5 25/07/2016 10 0.06 1,163,008 -912,392

Paramount Resources Ltd.

Common Shares Class A

Riddell, Clayton H. 3, 4, 5 26/07/2016 10 11.83 635,102 500,000



Riddell, Clayton H. 3, 4, 5 25/07/2016 10 11.979 136,500 6,500



Riddell, Clayton H. 3, 4, 5 26/07/2016 10 11.83 0 -2,087,779



Riddell, Clayton H. 3, 4, 5 25/07/2016 10 11.979 6,756,400 183,500



Riddell, Clayton H. 3, 4, 5 26/07/2016 10 11.83 8,344,179 1,587,779

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6997


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Pathfinder Income Fund Trust Units Pathfinder Convertible Debenture Fund

1 22/07/2016 38 8.6792 9,721,164 1,300

Pathfinder Income Fund Trust Units Pathfinder Convertible Debenture Fund

1 27/07/2016 38 8.663 9,722,164 1,000

Pediapharm Inc. Options Boivin, Roland 5 25/07/2016 50 0.3 730,000 250,000

Pediapharm Inc. Options Chartrand, Normand 4 25/07/2016 50 0.3 430,000 175,000

Pediapharm Inc. Common Shares Chretien, Sylvain 3, 4, 5 27/07/2016 10 0.265 2,729,618 6,000



Pediapharm Inc. Options Chretien, Sylvain 3, 4, 5 25/07/2016 50 0.3 945,000 250,000

Pediapharm Inc. Options Désormeau, Pierre 4 25/07/2016 50 0.3 430,000 175,000

Pediapharm Inc. Options Hébert, Benoît 5 25/07/2016 50 0.3 870,000 250,000

Pediapharm Inc. Common Shares Knight Therapeutics Inc.

3 22/07/2016 10 0.3 12,693,920 -200,000

Pediapharm Inc. Common Shares Labelle, Richard 5 28/07/2016 10 0.255 44,559 10,000





Pediapharm Inc. Options Labelle, Richard 5 25/07/2016 50 0.3 620,000 250,000

Pediapharm Inc. Options Lapalme, Pierre 4 25/07/2016 50 0.3 530,000 175,000

Pediapharm Inc. Options Mueller, Michael Peter 4 25/07/2016 50 0.3 430,000 175,000

Pediapharm Inc. Options Stuve, Douglas Murray 4 25/07/2016 50 0.3 463,333 175,000

Pelangio Exploration Inc. Warrants Nurmi, Carl 4 25/07/2016 47 0 -170,000

Pelangio Exploration Inc. Common Shares Shaw, Ian 4 27/07/2016 54 0.05 1,342,743 83,333

Pelangio Exploration Inc. Warrants Shaw, Ian 4 27/07/2016 54 0.05 0 -83,333

People Corporation Common Shares Anderson, Scott Cameron

4 27/07/2016 10 3.45 1,426,710 -5,053


4 27/07/2016 10 3.48 1,420,810 -5,900


4 27/07/2016 10 3.49 155,900 -3,100


4 27/07/2016 10 3.47 149,300 -6,600

People Corporation Common Shares Stefanson, Eric 4 27/07/2016 10 3.4 5,200 2,900

Pepcap Resources, Inc. Common Shares Andrup, Claus Erik 4 28/07/2016 10 0.085 948,837 1,500

Peregrine Diamonds Ltd. Options Carter, Alan 4, 5 20/07/2016 50 1,085,000 300,000

Peregrine Diamonds Ltd. Options Cohen, Richard 4 20/07/2016 50 1,110,000 325,000

Peregrine Diamonds Ltd. Options Downing, Beverly 5 20/07/2016 50 500,000 275,000

Peregrine Diamonds Ltd. Options Friedland, Eric 3, 4, 5 20/07/2016 50 12,400,000 1,000,000

Peregrine Diamonds Ltd. Options Goldstein, Myron 4 20/07/2016 50 855,000 325,000

Peregrine Diamonds Ltd. Options Grutter, Hermanus Smalberger

5 20/07/2016 50 1,500,000 500,000

Peregrine Diamonds Ltd. Options Meredith, Peter 4 20/07/2016 50 905,000 325,000

Peregrine Diamonds Ltd. Options Pell, Jennifer 5 20/07/2016 50 855,000 450,000

Peregrine Diamonds Ltd. Options Peregoodoff, Thomas 5 20/07/2016 50 3,700,000 2,000,000

Peregrine Diamonds Ltd. Options Shenton, Greg 5 20/07/2016 50 1,883,500 400,000

Perisson Petroleum Corporation

Common Shares Anlian International Holdings (Hong Kong) Co. Limited

3 22/07/2016 00 21,477,626

Perisson Petroleum Corporation

Common Shares Red Mountain Energy Investment Fund LP

3 22/07/2016 11 0.05 0 -31,477,625

Perpetual Energy Inc. Options Benoit, Vicki Lynn 5 24/07/2016 52 2.99 270,375 -16,000

Perpetual Energy Inc. Options Green, Jeff 5 24/07/2016 52 2.99 269,500 -16,700

Perpetual Energy Inc. Options Jackson, Gary C. 5 24/07/2016 52 2.99 270,250 -17,700

Perpetual Energy Inc. Options Johnson, Randall 4 24/07/2016 52 2.99 45,000 -2,000

Perpetual Energy Inc. Options Maitland, Robert A. 4 24/07/2016 52 2.99 45,000 -2,000

Perpetual Energy Inc. Options McKean, Linda Lee 5 24/07/2016 52 2.99 269,250 -16,000

Perpetual Energy Inc. Options Merritt, Geoffrey Craig 4 24/07/2016 52 2.99 45,000 -2,000

Perpetual Energy Inc. Options Nelson, Donald J. 4 24/07/2016 52 2.99 45,000 -2,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6998


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Perpetual Energy Inc. Options Rapini, Marcello 5 24/07/2016 52 2.99 315,500 -19,300

Perpetual Energy Inc. Options Riddell Rose, Susan 4, 5 24/07/2016 52 2.99 630,500 -47,300

Perpetual Energy Inc. Options Riddell, Clayton H. 3, 4 24/07/2016 52 2.99 85,000 -4,000

Perpetual Energy Inc. Options Sebastian, Cameron R. 5 24/07/2016 52 2.99 275,500 -20,200

Perpetual Energy Inc. Options Ward, Howard 4 24/07/2016 52 2.99 45,000 -2,000

Photon Control Inc. Options McGrath, Ronan Dominic

4 21/07/2016 00

Photon Control Inc. Options McGrath, Ronan Dominic

4 21/07/2016 50 0.67 270,000 270,000

Photon Control Inc. Rights RSU McGrath, Ronan Dominic

4 21/07/2016 00

Photon Control Inc. Rights RSU McGrath, Ronan Dominic

4 21/07/2016 56 0.67 129,000 129,000

Pilot Gold Inc. Options Holmes, Alexander 5 25/07/2016 38 716,630 -100,000

Pilot Gold Inc. Options O'Dea, Mark Gerard 4 25/07/2016 38 870,000 -125,000

Pilot Gold Inc. Options Pease, Robert 4 25/07/2016 38 546,000 -75,000

Pilot Gold Inc. Options Smith, Moira Tracey 5 25/07/2016 38 730,000 -125,000

Pilot Gold Inc. Options Tetzlaff, Sean Allan 4 25/07/2016 52 2.13 400,000 -75,000

Pilot Gold Inc. Options Wenger, John Eric 5 25/07/2016 38 763,693 -100,000

Pine Cliff Energy Ltd. Common Shares Disbrow, Robert 3 25/07/2016 10 0.8911 19,386,500 50,000




Pine Cliff Energy Ltd. Common Shares Jonsson, Carl Roland 4 25/07/2016 10 1,098,000 -22,500

Pine Cliff Energy Ltd. Common Shares Jonsson, Carl Roland 4 26/07/2016 10 1,096,000 -2,000

Plateau Uranium Inc. Options Ferry, Alan Louis Henry 4 28/07/2016 50 0.35 362,500 200,000

Portage Biotech Inc. Common Shares Bailey, Gregory 3, 4 22/07/2016 10 0.125 54,462,521 40,000



Power Corporation of Canada

Subordinate Voting Shares

Desmarais Family Residuary Trust

3 30/12/2015 90 29,000,000

Power Corporation of Canada

Subordinate Voting Shares

Desmarais Family Residuary Trust

3 30/12/2015 90 48,363,392 29,000,000

Precision Drilling Corporation

Performance Shares Units

Espeland, Niels 5 08/02/2012 56 35,300 35,300



Espeland, Niels 5 28/12/2012 30 8.0341 35,520 220



Espeland, Niels 5 13/02/2013 56 73,320 37,800



Espeland, Niels 5 15/03/2013 30 9.2012 74,982 1,662



Espeland, Niels 5 12/02/2014 56 122,082 47,100



Espeland, Niels 5 31/12/2014 30 10.757 127,769 5,687



Espeland, Niels 5 31/01/2015 59 5.1 87,665 -40,104



Espeland, Niels 5 11/02/2015 56 170,065 82,400



Espeland, Niels 5 31/12/2015 30 5.34 180,328 10,263



Espeland, Niels 5 31/01/2016 59 3.18 99,553 -80,775



Espeland, Niels 5 10/02/2016 56 132,100



Espeland, Niels 5 10/02/2016 56 132,100



Espeland, Niels 5 01/11/2011 56 133,668 133,668



Espeland, Niels 5 03/11/2011 00



Espeland, Niels 5 01/11/2012 59 7.4941 89,112 -44,556

Insider Reporting

August 4, 2016

(2016), 39 OSCB 6999


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Espeland, Niels 5 28/12/2012 30 8.0341 89,667 555



Espeland, Niels 5 01/11/2013 59 10.577 44,081 -45,586



Espeland, Niels 5 31/12/2013 30 9.2 45,850 1,769



Espeland, Niels 5 31/12/2014 30 11.783 46,494 644



Evasiuk, Douglas Brian 7 09/02/2011 56 7,100 7,100



Evasiuk, Douglas Brian 7 31/12/2011 30 10.54 22,100 15,000






Evasiuk, Douglas Brian 7 31/12/2012 30 8.0906 6,112






Evasiuk, Douglas Brian 7 31/12/2012 30 8.0341 48,569 170



Evasiuk, Douglas Brian 7 31/12/2012 59 8.0168 32,471 -16,098



Evasiuk, Douglas Brian 7 31/12/2012 97 30,718 -1,753






























Evasiuk, Douglas Brian 7 01/06/2010 00 41,500









Evasiuk, Douglas Brian 7 31/12/2011 59 10.54 -37,166

























Insider Reporting

August 4, 2016

(2016), 39 OSCB 7000


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Foley, Veronica H. 5 09/01/2015 30 7,423 7,423



Foley, Veronica H. 5 31/01/2015 59 5.1 -736



Foley, Veronica H. 5 31/01/2015 59 5.1 -736



Foley, Veronica H. 5 11/02/2015 56 26,323 18,900



Foley, Veronica H. 5 31/12/2015 30 5.36 27,452 1,129



Foley, Veronica H. 5 31/01/2016 59 3.18 21,682 -5,770



Foley, Veronica H. 5 09/01/2015 30 797



Foley, Veronica H. 5 09/01/2015 30 7,218 7,218



Foley, Veronica H. 5 31/01/2015 59 5.1 6,482 -736



Foley, Veronica H. 5 31/01/2015 59 5.1 5,541 -941



Foley, Veronica H. 5 31/01/2015 59 5.1 4,008 -1,533



Foley, Veronica H. 5 11/02/2015 56 12,608 8,600



Foley, Veronica H. 5 31/01/2016 59 3.18 7,039 -5,569



FORD, CAREY THOMAS

7 09/05/2011 56 3,920 3,920



FORD, CAREY THOMAS

7 08/02/2012 56 8,420 4,500



FORD, CAREY THOMAS

7 31/12/2012 30 8.341 8,472 52



FORD, CAREY THOMAS

7 13/02/2013 56 15,272 6,800



FORD, CAREY THOMAS

7 31/12/2013 30 9.2012 15,648 376



FORD, CAREY THOMAS

7 31/12/2013 97 9.22 14,680 -968



FORD, CAREY THOMAS

7 31/12/2013 59 9.22 11,614 -3,066



FORD, CAREY THOMAS

7 12/02/2014 56 31,814 20,200



FORD, CAREY THOMAS

7 31/12/2014 30 9.7553 32,543 729



FORD, CAREY THOMAS

7 31/01/2015 59 5.1 27,431 -5,112



FORD, CAREY THOMAS

7 11/02/2015 56 62,731 35,300



FORD, CAREY THOMAS

7 31/12/2015 30 5.3447 65,823 3,092



FORD, CAREY THOMAS

7 31/01/2016 59 3.18 51,292 -14,531



FORD, CAREY THOMAS

7 22/07/2011 00 19,601



FORD, CAREY THOMAS

7 08/02/2012 56 24,101 4,500



FORD, CAREY THOMAS

7 09/05/2012 59 8.5964 17,568 -6,533



FORD, CAREY THOMAS

7 31/12/2012 30 8.0341 17,677 109



FORD, CAREY THOMAS

7 31/01/2013 59 9.177 16,168 -1,509



FORD, CAREY THOMAS

7 13/02/2013 56 22,968 6,800



FORD, CAREY THOMAS

7 09/05/2013 59 8.0533 16,356 -6,612

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7001


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



FORD, CAREY THOMAS

7 31/12/2013 30 9.2012 16,793 437



FORD, CAREY THOMAS

7 31/01/2014 59 8.74 12,932 -3,861



FORD, CAREY THOMAS

7 12/02/2014 56 13,933 1,001



FORD, CAREY THOMAS

7 09/05/2014 59 13.013 7,132 -6,801



FORD, CAREY THOMAS

7 31/12/2014 30 10.755 7,304 172



FORD, CAREY THOMAS

7 31/01/2015 59 5.1 3,357 -3,947



FORD, CAREY THOMAS

7 31/12/2015 30 5.36 3,459 102



FORD, CAREY THOMAS

7 31/01/2016 59 3.18 986 -2,473



Gambles, Leonard C. 7 09/02/2011 56 5,900 5,900



Gambles, Leonard C. 7 31/12/2011 30 10.54 15,900 10,000









Gambles, Leonard C. 7 31/12/2012 59 8.0168 14,875 -12,074






Gambles, Leonard C. 7 31/12/2013 30 9.4871 22,107 432



























Gambles, Leonard C. 7 01/06/2010 00 29,167















Gambles, Leonard C. 7 31/12/2012 59 8.0168 -15,730













Insider Reporting

August 4, 2016

(2016), 39 OSCB 7002


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed
























Hunter, Grant MacLeod 7 01/06/2010 00



Hunter, Grant MacLeod 7 01/06/2010 00 16,499



Hunter, Grant MacLeod 7 31/12/2010 59 9.724 9,333 -7,166



Hunter, Grant MacLeod 7 09/02/2011 56 15,233 5,900






Hunter, Grant MacLeod 7 31/12/2012 30 8.0341 6,139 38






Hunter, Grant MacLeod 7 31/12/2013 30 9.2012 2,025 45



Marks, Roland H. 7 30/04/2010 97 20,000 20,000



Marks, Roland H. 7 09/03/2011 56 25,900 5,900



Marks, Roland H. 7 31/12/2011 30 10.54 40,900 15,000



Marks, Roland H. 7 31/12/2011 59 10.54 10,900 -30,000



Marks, Roland H. 7 08/02/2012 56 26,100 15,200



Marks, Roland H. 7 31/12/2012 59 8.0168 10,002 -16,098



Marks, Roland H. 7 31/12/2012 30 8.0999 16,230 6,228



Marks, Roland H. 7 13/02/2013 56 32,430 16,200



Marks, Roland H. 7 31/12/2013 30 9.4871 33,273 843



Marks, Roland H. 7 31/12/2013 97 9.71 31,816 -1,457



Marks, Roland H. 7 31/12/2013 59 9.71 27,203 -4,613



Marks, Roland H. 7 12/02/2014 56 45,303 18,100



Marks, Roland H. 7 12/02/2014 56 46,722 1,419



Marks, Roland H. 7 31/12/2014 30 11.847 47,870 1,148



Marks, Roland H. 7 31/01/2015 59 6.38 30,606 -17,264



Marks, Roland H. 7 11/02/2015 56 77,706 47,100



Marks, Roland H. 7 31/12/2015 30 6.7941 82,617 4,911



Marks, Roland H. 7 31/01/2016 59 4.51 47,994 -34,623

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7003


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Marks, Roland H. 7 01/06/2010 00 21,500



Marks, Roland H. 7 31/12/2010 59 9.81 14,334 -7,166



Marks, Roland H. 7 09/02/2011 56 20,234 5,900



Marks, Roland H. 7 31/12/2011 59 10.54 13,068 -7,166



Marks, Roland H. 7 31/12/2011 70 10.54 -1,966



Marks, Roland H. 7 31/12/2011 59 10.54 11,102 -1,966



Marks, Roland H. 7 31/12/2012 59 8.0168 6,943 -4,159



Marks, Roland H. 7 31/12/2012 30 8.1276 6,981 38



Marks, Roland H. 7 31/12/2013 30 9.4871 7,026 45



Marks, Roland H. 7 31/12/2013 59 9.71 5,001 -2,025



Neveu, Kevin A. 4, 5 09/02/2011 56 10.44 90,300 90,300



Neveu, Kevin A. 4, 5 31/12/2011 30 10.54 164,900 74,600



Neveu, Kevin A. 4, 5 31/12/2011 59 10.54 15,700 -149,200



Neveu, Kevin A. 4, 5 08/02/2012 56 10.67 131,600 115,900



Neveu, Kevin A. 4, 5 31/12/2012 30 8.0999 179,256 47,656



Neveu, Kevin A. 4, 5 31/12/2012 59 8.0168 57,069 -122,187



Neveu, Kevin A. 4, 5 13/02/2013 56 9.02 181,369 124,300



Neveu, Kevin A. 4, 5 31/12/2013 30 9.487 188,845 7,476



Neveu, Kevin A. 4, 5 31/12/2013 97 9.71 166,548 -22,297



Neveu, Kevin A. 4, 5 31/12/2013 59 9.71 95,942 -70,606



Neveu, Kevin A. 4, 5 12/02/2014 56 10.15 271,157 175,215



Neveu, Kevin A. 4, 5 31/12/2014 30 11.851 280,515 9,358



Neveu, Kevin A. 4, 5 31/01/2015 59 6.38 148,876 -131,639



Neveu, Kevin A. 4, 5 11/02/2015 56 7.32 388,776 239,900



Neveu, Kevin A. 4, 5 31/12/2015 30 6.7941 422,265 33,489



Neveu, Kevin A. 4, 5 31/01/2016 59 4.51 156,605 -265,660



Neveu, Kevin A. 4, 5 01/06/2010 00 249,334



Neveu, Kevin A. 4, 5 31/12/2010 59 9.81 232,968 -16,366



Neveu, Kevin A. 4, 5 31/12/2010 59 9.81 208,102 -24,866



Neveu, Kevin A. 4, 5 09/02/2011 56 10.44 90,300



Neveu, Kevin A. 4, 5 31/12/2011 59 10.54 166,868 -41,234



Neveu, Kevin A. 4, 5 28/12/2012 30 8.1276 166,969 101



Pickering, William Ross 7 30/04/2010 97 25,500

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7004


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Pickering, William Ross 7 30/04/2010 97 25,000 25,000






Pickering, William Ross 7 31/12/2011 30 10.54 45,900 15,000



Pickering, William Ross 7 31/12/2011 59 10.54 15,900 -30,000















Pickering, William Ross 7 31/12/2013 30 9.4871 38,273 843



























Pickering, William Ross 7 01/06/2010 00



Pickering, William Ross 7 01/06/2010 00 16,500





















Ruhr, Darren 5 30/04/2010 97 30,000 30,000



Ruhr, Darren 5 09/02/2011 56 39,500 9,500



Ruhr, Darren 5 30/12/2011 30 10.51 61,500 22,000



Ruhr, Darren 5 31/12/2011 59 10.54 17,500 -44,000



Ruhr, Darren 5 08/02/2012 56 37,700 20,200



Ruhr, Darren 5 31/12/2012 30 8.0999 47,335 9,635



Ruhr, Darren 5 31/12/2012 59 8.0168 22,382 -24,953



Ruhr, Darren 5 13/02/2013 56 43,982 21,600

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7005


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Ruhr, Darren 5 31/12/2013 30 9.4871 45,142 1,160



Ruhr, Darren 5 31/12/2013 97 9.71 42,796 -2,346



Ruhr, Darren 5 31/12/2013 59 9.71 35,368 -7,428



Ruhr, Darren 5 12/02/2014 56 61,753 26,385



Ruhr, Darren 5 31/12/2014 30 11.847 63,290 1,537



Ruhr, Darren 5 31/01/2015 59 6.38 40,347 -22,943



Ruhr, Darren 5 11/02/2015 56 87,447 47,100



Ruhr, Darren 5 31/12/2015 30 6.7491 93,326 5,879



Ruhr, Darren 5 31/01/2016 59 4.51 47,161 -46,165



Ruhr, Darren 5 01/06/2010 00 32,167



Ruhr, Darren 5 31/12/2010 59 9.81 21,501 -10,666



Ruhr, Darren 5 09/02/2011 56 31,001 9,500



Ruhr, Darren 5 31/12/2011 59 10.54 17,168 -13,833



Ruhr, Darren 5 31/12/2012 30 8.1276 17,227 59



Ruhr, Darren 5 31/12/2012 59 8.0168 13,872 -3,355



Ruhr, Darren 5 31/12/2012 59 8.0168 10,687 -3,185



Ruhr, Darren 5 31/12/2013 30 9.7537 10,860 173



Ruhr, Darren 5 31/12/2013 59 9.71 7,601 -3,259



Stahl, Gene 5 09/02/2011 56 33,100 33,100



Stahl, Gene 5 31/12/2011 30 10.54 66,100 33,000



Stahl, Gene 5 31/12/2011 59 10.54 100 -66,000



Stahl, Gene 5 08/02/2012 56 35,400 35,300



Stahl, Gene 5 31/12/2012 30 8.0147 52,904 17,504



Stahl, Gene 5 31/12/2012 59 7.9566 7,825 -45,079



Stahl, Gene 5 13/02/2013 56 45,625 37,800



Stahl, Gene 5 31/12/2013 30 9.2012 48,043 2,418



Stahl, Gene 5 31/12/2013 97 9.22 39,868 -8,175



Stahl, Gene 5 31/12/2013 59 9.22 13,982 -25,886



Stahl, Gene 5 12/02/2014 56 22,432 8,450



Stahl, Gene 5 12/02/2014 56 69,532 47,100



Stahl, Gene 5 31/12/2014 30 10.757 72,436 2,904



Stahl, Gene 5 31/01/2015 59 5.1 32,332 -40,104



Stahl, Gene 5 11/02/2015 56 114,732 82,400

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7006


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Stahl, Gene 5 31/12/2015 30 6.17 125,366 10,634



Stahl, Gene 5 31/01/2016 59 3.18 44,591 -80,775



Stahl, Gene 5 10/02/2016 56 132,100



Stahl, Gene 5 10/02/2016 56 132,100



Stahl, Gene 5 01/06/2010 00 101,000



Stahl, Gene 5 31/12/2010 59 9.81 90,000 -11,000



Stahl, Gene 5 31/12/2010 59 9.724 84,000 -6,000



Stahl, Gene 5 31/12/2010 59 10.54 73,000 -11,000



Stahl, Gene 5 31/12/2011 59 10.39 67,000 -6,000



Stahl, Gene 5 31/12/2012 30 8.0341 67,037 37



Stahl, Gene 5 31/12/2012 59 7.9566 61,000 -6,037



Stickland, Wane Jacob 7 30/04/2010 97 22,167 22,167






Stickland, Wane Jacob 7 31/12/2011 30 10.54 36,367 10,000



Stickland, Wane Jacob 7 31/12/2011 59 10.54 16,367 -20,000












Stickland, Wane Jacob 7 31/12/2012 30 9.4871 13,770 350






























Stickland, Wane Jacob 7 30/04/2010 97 7,000













Insider Reporting

August 4, 2016

(2016), 39 OSCB 7007


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

















































Prospect Park Capital Corp.

Options Appleby, Kyle Michael 5 23/10/2014 00


Options Appleby, Kyle Michael 5 20/07/2016 50 0.05 69,864 69,864


Options Barnes, Jeffrey, Thomas

4 20/07/2016 50 190,916 119,767


Options Fein, Seymour Howard 4 06/04/2016 00


Options Fein, Seymour Howard 4 20/07/2016 50 239,534 239,534


Options Grossman, Robbie 4 20/07/2016 50 348,112 189,632


Options Herschkowitz, Samuel 3, 4, 5 20/07/2016 50 558,227 189,632


Options Kornberg, Joshua 4 17/12/2013 00


Options Kornberg, Joshua 4 20/07/2016 50 189,632 189,632

Questerre Energy Corporation

Common Shares Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.18 1,400,000 1,100,000


Common Shares Binnion, Michael Rupert 4, 6, 5 21/07/2003 00


Common Shares Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.18 600,000 600,000


Common Shares Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.18 19,226,182 11,750,000


Common Shares Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.16 9,976,182 -9,250,000


Warrants Binnion, Michael Rupert 4, 6, 5 21/07/2003 00


Warrants Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.2 550,000 550,000



Insider Reporting

August 4, 2016

(2016), 39 OSCB 7008


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Warrants Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.2 300,000 300,000




Warrants Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.2 5,875,000 5,875,000


Warrants Binnion, Michael Rupert 4, 6, 5 28/07/2016 16 0.2 1,250,000 -4,625,000


Common Shares D'Silva, Jason Dominic 5 28/07/2016 16 0.18 3,170,640 137,500


Warrants D'Silva, Jason Dominic 5 21/07/2003 00


Warrants D'Silva, Jason Dominic 5 28/07/2016 16 0.2 68,750 68,750


Common Shares Sykora, Dennis Frank 4 28/07/2016 11 0.18 304,750 278,000


Warrants Sykora, Dennis Frank 4 11/03/2013 00


Warrants Sykora, Dennis Frank 4 28/07/2016 11 139,000 139,000

Raging River Exploration Inc.

Units Deferred Share Units

Fink, George Frederick 4 15/03/2012 00



Fink, George Frederick 4 15/03/2012 00



Fink, George Frederick 4 04/04/2016 56 10.28 7,000 7,000

Rambler Metals and Mining plc

Common Shares Williams, Norman 5 02/05/2010 00

Rambler Metals and Mining plc

Common Shares Williams, Norman 5 25/07/2016 10 0.075 100,000 100,000

Red Hut Metals Inc. Common Shares Arca, Gary Vittorio 4, 5 26/07/2016 37 365,000 -365,000

Red Hut Metals Inc. Options Arca, Gary Vittorio 4, 5 26/07/2016 37 153,125 -153,125

Red Hut Metals Inc. Common Shares Eadie, Robert 3, 4, 5 26/07/2016 37 1,089,000 -1,089,001

Red Hut Metals Inc. Options Eadie, Robert 3, 4, 5 26/07/2016 37 306,250 -306,250

Resverlogix Corp. Common Shares Cann, Aaron Bradley 5 28/07/2016 10 1.2 53,020 -172

Ridgewood Canadian Investment Grade Bond Fund

Units Ridgewood Capital Asset Management

3 25/07/2016 10 14.5 2,002,541 -1,725



3 25/07/2016 10 14.5 2,004,231 1,690



3 26/07/2016 10 14.5 2,004,024 -207



3 26/07/2016 10 14.5 2,009,110 5,086



3 28/07/2016 10 14.5 2,009,006 -104



3 28/07/2016 10 14.5 2,009,108 102

Rockex Mining Corporation

Common Shares Filion, Gilles 4 28/07/2016 54 0.05 4,390,000 200,000


Warrants Filion, Gilles 4 28/07/2016 54 0.05 2,750,000 -200,000


Common Shares Gagne, Pierre 4 28/07/2016 54 0.05 13,741,194 200,000


Warrants Gagne, Pierre 4 28/07/2016 54 0.05 4,149,254 -200,000


Common Shares Gagnon, Denis 4 28/07/2016 54 0.05 5,654,000 200,000


Warrants Gagnon, Denis 4 28/07/2016 54 0.05 1,500,000 -200,000


Common Shares Plastino, Armando 4 28/07/2016 54 0.05 4,670,000 200,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7009


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Warrants Plastino, Armando 4 28/07/2016 54 0.05 2,750,000 -200,000


Common Shares Tondeur, Jonathan 4 28/07/2016 54 0.05 7,829,326 200,000


Warrants Tondeur, Jonathan 4 28/07/2016 54 0.05 3,000,000 -200,000

Rogers Communications Inc.

Options (Non-Performance)

Kawale, Nitin 5 26/07/2016 38 88,490 -14,005


Stock Appreciation Rights (Non-Performance)

Kawale, Nitin 5 26/07/2016 59 12.671 88,490 -14,005


Options (Performance)

Reid, James M. 5 28/07/2016 38 41,455 -10,425


Stock Appreciation Rights (Performance)

Reid, James M. 5 28/07/2016 59 42.852 41,455 -10,425



Staffieri, Anthony 5 22/07/2016 38 65,235 -5,940









Staffieri, Anthony 5 22/07/2016 59 8.0312 65,235 -5,940







Romios Gold Resources Inc.

Common Shares Skimming, Thomas 4, 5 27/07/2016 16 0.07 2,028,666 150,000

Romios Gold Resources Inc.

Warrants Skimming, Thomas 4, 5 27/07/2016 16 695,000 75,000

RTG Mining Inc. Common Shares Hains, Richard Charles 3 22/07/2016 11 0.6 2,527,177 1,000,000

RTG Mining Inc. Common Shares Hains, Richard Charles 3 22/07/2016 11 0.6 648,662 144,412

RTG Mining Inc. Common Shares Hains, Richard Charles 3 22/07/2016 11 0.6 20,483,045 3,782,774

RTG Mining Inc. Common Shares Hains, Richard Charles 3 22/07/2016 11 0.6 327,064 72,814

Rugby Mining Limited Common Shares Hermanson, Jonathan 5 26/07/2016 11 0.3 402,500 100,000

Rugby Mining Limited Warrants Hermanson, Jonathan 5 26/07/2016 11 0.45 175,000 50,000

Rugby Mining Limited Common Shares Joyce, Paul Joseph 6 26/07/2016 11 0.3 2,580,000 166,667

Rugby Mining Limited Warrants Joyce, Paul Joseph 6 26/07/2016 11 0.45 1,333,333 83,333

Rugby Mining Limited Common Shares Roxburgh, Bryce 4 26/07/2016 11 0.3 2,794,167 260,000

Rugby Mining Limited Common Shares Roxburgh, Bryce 4 26/07/2016 11 0.3 2,490,000 190,000

Rugby Mining Limited Warrants Roxburgh, Bryce 4 26/07/2016 11 0.45 692,500 130,000

Rugby Mining Limited Warrants Roxburgh, Bryce 4 26/07/2016 11 0.45 395,000 95,000

SAGE GOLD INC. Common Shares Lees, Charles Nigel 4, 5 25/07/2016 10 0.065 3,518,770 50,000

Sarama Resources Ltd. Options Longmire, Nicholas Banks

5 28/07/2016 52 1 970,000 -225,000

Savanna Energy Services Corp.

Options LaMontagne, Dwayne Kevin

5 21/07/2016 52 9.23 786,562 -26,786


Options Mills, Aaron 7 21/07/2016 52 9.23 270,901 -18,000


Options Torriero, Richard 7 21/07/2016 52 9.23 221,069 -15,000

Savary Gold Corp. Common Shares Dudek, Don 4, 5 20/07/2016 10 0.105 1,594,000 10,000



SDX Energy Inc. Common Shares MEA Energy Investment Company Limited

3 25/07/2016 00 7,590,000

SDX Energy Inc. Common Shares MEA Energy Investment Company Limited

3 25/07/2016 10 0.33 11,500,000 3,910,000

Secure Energy Services Inc.

Common Shares Employee Share Ownership Plan

Steinke, Daniel 5 21/07/2016 30 8.98 17,423 76

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7010


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Security Devices International Inc.

Common Shares Thrasher, Dean 5 27/07/2016 10 0.145 14,125 13,500

SHAW COMMUNICATIONS INC.

Non-Voting Shares Class “B”

Shaw, JR 3, 4, 5 25/07/2016 10 26.185 2,162,896 50,000



Shaw, JR 3, 4, 5 26/07/2016 10 26.222 2,212,896 50,000



Shaw, JR 3, 4, 5 28/07/2016 10 26.506 2,262,896 50,000



Shaw, JR 3, 4, 5 29/07/2016 10 26.569 2,312,896 50,000

Shopify Inc. Subordinate Voting Shares Class A Subordinate Voting Shares

Finkelstein, Harley Michael

5 25/07/2016 30 32.727 49,603 -11,000


Jones, Russell Norman 5 25/07/2016 30 32.876 87,000 -3,000


Jones, Russell Norman 5 27/07/2016 30 32.983 82,000 -5,000


Lutke, Tobias Albin 4, 5 25/07/2016 30 32.746 187,800 -13,500

Shore Gold Inc. Common Shares MacNeill, Kenneth Earl 4, 5 25/07/2016 57 0.21 3,763,273 666,667

Shore Gold Inc. Rights Restricted Share Units

MacNeill, Kenneth Earl 4, 5 25/07/2016 57 0.21 1,999,999 -666,667

Shore Gold Inc. Common Shares Read, George Henry 5 25/07/2016 57 0.21 1,130,000 400,000

Shore Gold Inc. Common Shares Read, George Henry 5 25/07/2016 10 0.21 970,000 -160,000


Read, George Henry 5 25/07/2016 57 0.21 900,000 -400,000

Shore Gold Inc. Common Shares Shyluk, Greg 5 25/07/2016 57 0.21 618,092 300,000

Shore Gold Inc. Common Shares Shyluk, Greg 5 25/07/2016 10 0.21 498,092 -120,000


Shyluk, Greg 5 25/07/2016 57 0.21 550,000 -300,000

Slam Exploration Ltd. Common Shares beukman, eugene 4, 5 27/07/2016 10 0.075 1,430,000 -70,000



Smart Real Estate Investment Trust (formerly, Calloway REIT)

Class C Series 1 Limited Partnership IV Units

Goldhar, Mitchell 3 28/07/2016 11 28.7 409,548 -6,121

Smart Real Estate Investment Trust (formerly, Calloway REIT)

Class C Series 4 LP3 Units

Goldhar, Mitchell 3 28/07/2016 11 21.6 646,669 -32,451

Société d'exploration minière Vior Inc.

Common Shares L'Heureux, Marc 4, 5 20/07/2016 11 0.1 100,000


Common Shares L'Heureux, Marc 4, 5 20/07/2016 16 0.1 462,200 100,000


Warrants L'Heureux, Marc 4, 5 18/10/2010 00


Warrants L'Heureux, Marc 4, 5 20/07/2016 16 100,000


Warrants L'Heureux, Marc 4, 5 20/07/2016 16 100,000 100,000


Common Shares Ouellette, Jean-François

4 20/07/2016 16 0.1 222,000 150,000


Warrants Ouellette, Jean-François

4 19/03/2009 00


Warrants Ouellette, Jean-François

4 20/07/2016 16 150,000 150,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7011


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Common Shares St-Jacques, Claude 4, 5 20/07/2016 11 0.1 350,000


Common Shares St-Jacques, Claude 4, 5 20/07/2016 16 0.1 385,600 350,000


Warrants St-Jacques, Claude 4, 5 20/07/2016 11 0.15 350,000


Warrants St-Jacques, Claude 4, 5 20/07/2016 16 0.15 350,000 350,000


Common Shares St-Jacques, Pierre 4 20/07/2016 11 0.1 150,000


Common Shares St-Jacques, Pierre 4 20/07/2016 16 0.1 358,751 150,000


Warrants St-Jacques, Pierre 4 20/07/2016 11 0.15 150,000


Warrants St-Jacques, Pierre 4 20/07/2016 16 0.15 150,000 150,000

SOLITARIO EXPLORATION & ROYALTY CORP.

Options 2013 Option Plan

Hainey, John 4 18/02/2004 00



Hainey, John 4 28/07/2016 50 0.72 145,000 145,000



Hainey, John 4 28/07/2016 50 0.72 245,000 100,000



Harris, Leonard 4 16/06/1999 00



Harris, Leonard 4 28/07/2016 50 0.72 145,000 145,000



Harris, Leonard 4 28/07/2016 50 0.72 245,000 100,000



Herald, Christopher 4 01/01/1994 00



Herald, Christopher 4 28/07/2016 50 0.72 450,000 450,000



Herald, Christopher 4 28/07/2016 50 0.72 720,000 270,000



Hunt, Walter 5 18/02/2004 00



Hunt, Walter 5 28/07/2016 50 0.72 330,000 330,000



Hunt, Walter 5 28/07/2016 50 0.72 530,000 200,000



Jones, Mark 4 18/02/2004 00



Jones, Mark 4 28/07/2016 50 0.72 155,000 155,000



Jones, Mark 4 28/07/2016 50 0.72 265,000 110,000



Labadie, Brian 4 27/06/2006 00



Labadie, Brian 4 28/07/2016 50 0.72 165,000 165,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7012


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed



Labadie, Brian 4 28/07/2016 50 0.72 295,000 130,000



Maronick, James 5 18/02/2004 00



Maronick, James 5 28/07/2016 50 0.72 309,000 309,000



Maronick, James 5 28/07/2016 50 0.72 489,000 180,000

Spartan Energy Corp. Restricted Share Units

Archibald, Donald 4 10/12/2013 00


Archibald, Donald 4 25/07/2016 56 13,889 13,889


Berg, Randy Murray 5 25/07/2016 56 29,984 22,333


Boreen, Thomas Dale 5 25/07/2016 56 29,179 22,333


Budd, Thomas A. 4 31/03/2014 00


Budd, Thomas A. 4 25/07/2016 56 13,889 13,889

Spartan Energy Corp. Common Shares Greenslade, Grant William

4 23/06/2016 22 9,335

Spartan Energy Corp. Common Shares Greenslade, Grant William

4 25/07/2016 22 1,327,668 9,335


Greenslade, Grant William

4 10/12/2013 00


Greenslade, Grant William

4 25/07/2016 56 13,889 13,889


Greenslade, Reginald James

4 10/12/2013 00


Greenslade, Reginald James

4 25/07/2016 56 13,889 13,889


KALANTZIS, FOTIS 5 25/07/2016 56 47,457 28,333


MacDonald, Adam David

5 25/07/2016 56 32,391 22,333


McHardy, Richard Francis

4, 5 25/07/2016 56 54,382 33,333


Stark, Albert Jason 5 25/07/2016 56 47,457 28,333


Stark, Michael John 4 10/12/2013 00


Stark, Michael John 4 25/07/2016 56 13,889 13,889


Wong, Eddie 5 25/07/2016 56 47,457 28,333

Spectral Medical Inc. Common Shares Businskas, Anthony 5 26/07/2016 10 1.12 260,100 -14,900

Spectral Medical Inc. Common Shares Businskas, Anthony 5 27/07/2016 10 1.12 225,000 -35,100

Sphinx Resources Ltd. Common Shares Champigny, Normand 4, 5 28/07/2016 10 0.04 1,231,899 18,000



SponsorsOne Inc. Common Shares Bartholomew, Gary 4 26/07/2016 10 0.1 225,167 -100,000

St-Georges Platinum & Base Metals Ltd.

Options Barnett, Richard 5 22/05/2015 00

St-Georges Platinum & Base Metals Ltd.

Options Barnett, Richard 5 19/07/2016 50 250,000 250,000

Stans Energy Corp. Common Shares Aryev, Boris 4, 5 21/07/2016 10 0.05 1,537,052 200,000

Stonehaven Exploration Ltd.

Common Shares Cowling, Peter Richard 5 29/07/2016 00 433,703


Common Shares Kwasnicia, Randy 4 29/07/2016 36 1,025,660 495,660

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7013


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Common Shares McAllister, Todd 4 29/07/2016 00 631,967


Common Shares Scalf, Murray 4 29/07/2016 36 1,537,048 882,348


Common Shares Shaw, Malcolm James 4 29/07/2016 00 107,393


Common Shares Watt, Colin David 4 29/07/2016 36 223,610 82,610

Strategic Resources Inc. Common Shares Bucholtz, Malcolm 4, 5 25/07/2016 16 0.075 580,000 200,000

Strategic Resources Inc. Common Shares Koval, Marshall 3 21/07/2016 00

Strategic Resources Inc. Common Shares Koval, Marshall 3 21/07/2016 11 0.075 1,431,250 1,431,250

Super Nova Petroleum Corp.

Common Shares Wiese, Wolfgang 4, 6, 5 19/07/2016 10 0.08 508,205 1,000





Supreme Pharmaceuticals Inc.

Common Shares Herburger, Sarah 7 26/07/2016 10 0.45 2,207,925 -2,500

Supreme Pharmaceuticals Inc.

Common Shares Herburger, Sarah 7 27/07/2016 10 0.45 2,205,425 -2,500

TAG Oil Ltd Common Shares Pierce, Toby Robert 5 25/07/2016 10 0.76 203,700 10,000

Tahoe Resources Inc. Deferred Share Awards

Makuch, Anthony Paul 5 15/07/2016 38 0 -30,000

Tahoe Resources Inc. Options Makuch, Anthony Paul 5 15/07/2016 38 0 -111,000

Tamarack Valley Energy Ltd.

Common Shares Schmidt, Brian Leslie 5 12/07/2016 15 3.66 3,000


Common Shares Schmidt, Brian Leslie 5 12/07/2016 15 3.66 3,000


Common Shares Schmidt, Brian Leslie 5 12/07/2016 36 3,000


Common Shares Schmidt, Brian Leslie 5 12/07/2016 36 106,466 3,000


Subscription Rights Subscription Receipts

Schmidt, Brian Leslie 5 12/07/2016 15 3.66 3,000 3,000



Schmidt, Brian Leslie 5 12/07/2016 36 -3,000



Schmidt, Brian Leslie 5 12/07/2016 36 0 -3,000


Common Shares Screen, Kevin 5 12/07/2016 15 3.66 8,200


Common Shares Screen, Kevin 5 12/07/2016 15 3.66 8,200


Common Shares Screen, Kevin 5 12/07/2016 36 84,750 8,200



Screen, Kevin 5 12/07/2016 15 3.66 8,200 8,200



Screen, Kevin 5 12/07/2016 36 0 -8,200

Terrace Energy Corp. Common Shares Gibbs, Dave 4 25/07/2016 10 0.04 942,000 25,000



Terrace Energy Corp. Common Shares Gibbs, Dave 4 25/07/2016 10 0.04 1,000,000 25,000

THE CALDWELL PARTNERS INTERNATIONAL INC.

Common Shares Daoust, Paul 4 26/07/2016 10 0.9 200,000 9,000

The Mint Corporation Rights Gravitas Financial Inc. 3 03/06/2016 56 46,815,277 46,815,277

The Mint Corporation Rights Gravitas Financial Inc. 3 30/06/2016 56 46,815,277

The Mint Corporation Rights Gravitas Financial Inc. 3 30/06/2016 57 -46,815,277

The Mint Corporation Rights Gravitas Financial Inc. 3 30/06/2016 57 0 -46,815,277

The Mint Corporation Rights Tibriwal, Rishi 5 03/06/2016 56 64,000 64,000

The Mint Corporation Rights Tibriwal, Rishi 5 30/06/2016 56 64,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7014


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

The Western Investment Company of Canada Limited

Common Shares Tannas, Scott 4, 5 29/01/2016 00


Common Shares Tannas, Scott 4, 5 01/02/2016 00 400,000


Options Tannas, Scott 4, 5 29/01/2016 00


Options Tannas, Scott 4, 5 29/01/2016 50 270,000











theScore, Inc. Subordinate Voting Shares - Class A

Levy, Benjamin David 4, 5 19/10/2012 00


Levy, Benjamin David 4, 5 27/07/2016 10 0.26 39,000 39,000





Thomson Reuters Corporation

Common Shares Smith, James Clifton 5 17/06/2016 57 299,932 152



Smith, James Clifton 5 15/06/2016 30 42.05 510,272 314



Smith, James Clifton 5 15/06/2016 57 509,958 -314

Thunderbird Resorts, Inc.

Options Atallah, Albert 4, 5 26/07/2016 52 4.98 17,017 -5,016


Options Guggenheim, Salomon Jaakov

4 26/07/2016 52 4.98 18,667 -4,334


Options LeSar, Peter 5 26/07/2016 52 4.98 2,000 -2,000

Tirex Resources Ltd. Common Shares Bernard, Shoni Lee 5 22/07/2016 10 0.11 59,000 -5,000

Tirex Resources Ltd. Common Shares Global Resources Investment Trust plc

3 22/07/2016 10 0.11 11,802,500 -95,500

Titanium Transportation Group Inc.

Options Third Party Option

Chyfetz, William 4 01/04/2015 00 100,000



Chyfetz, William 4 15/04/2015 00








Common Shares Daniel, Marilyn 5 01/04/2015 00








Common Shares Daniel, Marilyn 5 01/04/2015 00 62,976

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7015


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Torex Gold Resources Inc.

Common Shares Stanford, Frederick McLae

4, 5 20/07/2016 57 223,790 169,230


Common Shares Stanford, Frederick McLae

4, 5 25/07/2016 10 24.9 134,290 -89,500


Rights Restricted Share Units (“RSU's”)

Stanford, Frederick McLae

4, 5 20/07/2016 57 66,825 -169,230

Toromont Industries Ltd. Options Casson, Randall 7, 2 26/07/2016 50 246,700 50,000

Toromont Industries Ltd. Options Cochrane, Jennifer 5 26/07/2016 50 92,500 20,000

Toromont Industries Ltd. Options Cuddy, Mike 7 26/07/2016 50 157,500 27,500

Toromont Industries Ltd. Options Jewer, Paul Randolph 5 26/07/2016 50 260,000 50,000

Toromont Industries Ltd. Options Malinauskas, David Allan

5 26/07/2016 50 72,870 25,000

Toromont Industries Ltd. Options Medhurst, Scott 4, 5 26/07/2016 50 470,000 100,000

Toromont Industries Ltd. Options Wetherald, David 5 26/07/2016 50 100,600 20,000

Total Energy Services Inc.

Common Shares Total Energy Services Inc

1 27/07/2016 38 0 -10,000

TransCanada Corporation

Executive Share Units Broussard, Charles Randal

7 01/07/2016 00


Executive Share Units Broussard, Charles Randal

7 21/07/2016 56 1,224 1,224


Executive Share Units Eckert, James 7 01/07/2016 00


Executive Share Units Eckert, James 7 21/07/2016 56 2,071 2,071


Executive Share Units Lowe, Farrah C. 7 01/07/2016 00


Executive Share Units Lowe, Farrah C. 7 21/07/2016 56 1,336 1,336


Executive Share Units Mahan, Russell 7 01/07/2016 00


Executive Share Units Mahan, Russell 7 21/07/2016 56 1,848 1,848


Executive Share Units Moran, Charles 7 01/07/2016 00


Executive Share Units Moran, Charles 7 21/07/2016 56 1,915 1,915


Executive Share Units Moran, Millie S. 7 01/07/2016 00


Executive Share Units Moran, Millie S. 7 21/07/2016 56 1,492 1,492


Executive Share Units Oostman, Jr., Kenneth L.

7 01/07/2016 00


Executive Share Units Oostman, Jr., Kenneth L.

7 21/07/2016 56 1,559 1,559


Executive Share Units Roy, David 7 01/07/2016 00


Executive Share Units Roy, David 7 21/07/2016 56 1,559 1,559


Executive Share Units Williams, Stacy 7 01/07/2016 00


Executive Share Units Williams, Stacy 7 21/07/2016 56 1,848 1,848

Transcontinental Inc. Participation Units d'actions différées (UAD-administrateurs) / (DSU-directors)

Cote, Jacynthe 4 21/07/2016 56 18.78 606 6

Transcontinental Inc. Participation Units d'actions différées (UAD)/Deferred share unit (DSU)

Desaulniers, Christine 7, 5 21/07/2016 56 18.82 26,564 259

Transcontinental Inc. Participation Units d'actions restreintes (UAR) / Restricted share unit (RSU)


Insider Reporting

August 4, 2016

(2016), 39 OSCB 7016


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed






Fitzgibbon, Pierre 4 21/07/2016 56 18.78 18,348 179


Fortin, Richard 4 21/07/2016 56 18.78 72,891 711


Gentiletti, Nelson 7, 5 21/07/2016 56 18.82 101,594 322






Laviolette, Katya 5 21/07/2016 56 18.82 1,486 14








LeCavalier, Donald 5 21/07/2016 56 18.82 147 1


LeCavalier, Donald 5 21/07/2016 56 18.82 24,782 88






Marcoux, Isabelle 4 21/07/2016 56 18.82 5,998 58


Marcoux, Isabelle 4 21/07/2016 56 18.82 7,627 74

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7017


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Marcoux, Nathalie 4, 6 21/07/2016 56 18.78 23,779 232


Marcoux, Pierre 4, 7 21/07/2016 56 18.82 569 5


Marcoux, Pierre 4, 7 21/07/2016 56 18.82 21,857 65


Marcoux, Pierre 4, 7 21/07/2016 56 18.82 21,932 75


Marcoux, Pierre 4, 7 21/07/2016 56 18.82 22,006 74


Martini, Anna 4 21/07/2016 56 18.78 30,132 294


Olivier, François 4, 7, 5 21/07/2016 56 18.82 162,493 1,582








Plourde, Mario 4 21/07/2016 56 18.78 4,764 46


Reid, Brian 7, 5 21/07/2016 56 18.82 18,862 184


Reid, Brian 7, 5 21/07/2016 56 18.82 103,706 328


Reid, Brian 7, 5 21/07/2016 56 18.82 104,085 379


Reid, Brian 7, 5 21/07/2016 56 18.82 104,394 309


Roy, François R. 4 21/07/2016 56 18.78 16,240 158

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7018


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Saputo, Lino Anthony 4 21/07/2016 56 18.78 49,505 483


Thabet, Annie 4 21/07/2016 56 18.78 1,915 19


Tremblay, André 4 21/07/2016 56 18.78 39,611 386

Traverse Energy Ltd. Common Shares smith, laurie james 3, 4, 5 28/07/2016 10 0.475 1,938,500 5,000

Traverse Energy Ltd. Common Shares smith, laurie james 3, 4, 5 26/07/2016 10 0.487 6,726,706 5,000

TriMetals Mining Inc. Non-Voting Shares Class B

Herrero, Matias 5 21/07/2016 10 0.32 107,689 -5,000

TriStar Gold Inc. Options Vilhena, Carlos A. 4 06/07/2016 52 0.69 475,000 -300,000

Tudor Gold Corp. Common Shares FINGER, HELMUT 4 18/04/2016 00

Tudor Gold Corp. Common Shares FINGER, HELMUT 4 21/07/2016 51 0.1 300,000 300,000

Tudor Gold Corp. Options FINGER, HELMUT 4 21/07/2016 51 0.1 0 -300,000

U.S. Dividend Growers Income Corp.

Common Shares Equity Shares


1 21/07/2016 38 8.27 3,960,210 3,327,810




1 22/07/2016 38 8.2736 3,961,310 1,100




1 25/07/2016 38 8.4 3,962,210 900




1 27/07/2016 38 8.5167 3,963,110 900

U3O8 Corp. Common Shares Milmeister, Darin 4 27/07/2016 00

U3O8 Corp. Options Milmeister, Darin 4 27/07/2016 00

U3O8 Corp. Warrants Milmeister, Darin 4 27/07/2016 00 9,075,000

UEX Corporation Common Shares Boney, Edward 5 27/07/2016 10 0.22 197,500 7,000

ValGold Resources Ltd. Common Shares Osisko Mining Inc. 3 25/07/2016 10 0.0366 6,000,000 -1,000,000

Valterra Resource Corporation

Common Shares Thatcher, Graham Henry

5 23/05/2013 00

Valterra Resource Corporation

Common Shares Thatcher, Graham Henry

5 22/07/2016 10 3,000 3,000

Veraz Petroleum Ltd. Options Davies, Len 4 21/12/2012 00 200,000

Veraz Petroleum Ltd. Options Mosher, Donald Aubrey 4 30/03/2016 00 200,000

Veraz Petroleum Ltd. Options Stuart, Ian 4 21/12/2012 00

Veraz Petroleum Ltd. Options Stuart, Ian 4 22/07/2016 50 0.07 200,000 200,000

Veresen Inc. Common Shares King, Kevan Scott 5 22/07/2016 30 10.531 3,844 30

Veresen Inc. Common Shares King, Kevan Scott 5 22/07/2016 30 10.531 3,160 24

Victoria Gold Corp. (formerly Victoria Resource Corporation)

Common Shares Ayranto, Mark 5 26/07/2016 10 246,542 -90,000






Options Ayranto, Mark 5 26/07/2016 51 2,811,817 -340,000


Options Ayranto, Mark 5 26/07/2016 51 3,151,817 340,000


Common Shares Harvey, T. Sean 4 26/07/2016 51 2,110,000 610,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7019


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed


Common Shares Harvey, T. Sean 4 26/07/2016 10 0.7046 1,500,000 -610,000


Options Harvey, T. Sean 4 26/07/2016 51 2,075,000 -610,000


Common Shares Hill, Christopher Thomas

4 26/07/2016 51 819,115 400,000



4 26/07/2016 10 0.715 719,115 -100,000



4 28/07/2016 10 0.72 400,115 -319,000


Options Hill, Christopher Thomas

4 26/07/2016 51 1,730,000 -400,000

VIQ Solutions Inc. Common Shares Taylor, Larry Douglas 4 25/07/2016 10 0.15 1,303,300 13,500




Vogogo Inc. (formerly Southtech Capital Corporation)

Common Shares Thompson, Rodney 3, 4 28/06/2016 11 4,966,666 -200,000

Western Uranium Corporation (formerly known as Homeland Uranium Inc.)

Common Shares Baobab Asset Management LLC

3 21/07/2016 10 2.5 4,444,600 -800



3 27/07/2016 10 2.13 4,439,900 -4,700



3 28/07/2016 10 2.1295 4,433,900 -6,000



3 29/07/2016 10 2.2453 4,429,400 -4,500


Common Shares Fryer, Russell 3, 4 21/07/2016 10 2.5 4,444,600 -800


Common Shares Fryer, Russell 3, 4 27/07/2016 10 2.13 4,439,900 -4,700





WesternOne Inc. Common Shares Greig, Andrew David Gilmour

5 05/05/2016 30 0.28 79,640 390

WesternOne Inc. Common Shares Shorten, Geoffrey 7 28/04/2016 30 0.31 116,440 5,949

WesternOne Inc. Common Shares Yam, Carlos 5 28/04/2016 30 0.31 107,929 5,778

Wildcat Exploration Ltd. Common Shares Barr, Harry 4 08/07/2015 00

Wildcat Exploration Ltd. Common Shares Barr, Harry 4 22/07/2016 16 0.055 200,000 200,000


Wildcat Exploration Ltd. Common Shares Barr, Harry 4 08/07/2015 00



Wildcat Exploration Ltd. Warrants Barr, Harry 4 08/07/2015 00

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7020


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed

Wildcat Exploration Ltd. Warrants Barr, Harry 4 22/07/2016 16 0.075 200,000 200,000

Wildcat Exploration Ltd. Common Shares Guanzon, Robert 5 28/04/2016 00

Wildcat Exploration Ltd. Common Shares Guanzon, Robert 5 22/07/2016 16 0.055 100,000 100,000

Wildcat Exploration Ltd. Warrants Guanzon, Robert 5 28/04/2016 00

Wildcat Exploration Ltd. Warrants Guanzon, Robert 5 22/07/2016 16 0.075 100,000 100,000

Wildcat Exploration Ltd. Common Shares Knowles, John Lewis 4, 5 22/07/2016 16 0.055 371,678 200,000

Wildcat Exploration Ltd. Warrants Knowles, John Lewis 4, 5 22/07/2016 16 200,000 200,000

Wildcat Exploration Ltd. Common Shares Pitcher, Charles 4 22/07/2016 16 0.055 500,000 200,000

Wildcat Exploration Ltd. Common Shares Pitcher, Charles 4 22/07/2016 53 0.075 700,000 200,000

Wildcat Exploration Ltd. Common Shares Whyte, Tina 5 30/03/2016 00

Wildcat Exploration Ltd. Common Shares Whyte, Tina 5 22/07/2016 16 0.055 100,000 100,000

Wildcat Exploration Ltd. Warrants Whyte, Tina 5 30/03/2016 00

Wildcat Exploration Ltd. Warrants Whyte, Tina 5 22/07/2016 16 0.075 100,000 100,000

Wildcat Exploration Ltd. Common Shares wilson, richard 4 30/03/2016 00

Wildcat Exploration Ltd. Common Shares wilson, richard 4 22/07/2016 16 0.055 500,000 500,000

Wildcat Exploration Ltd. Warrants wilson, richard 4 30/03/2016 00

Wildcat Exploration Ltd. Warrants wilson, richard 4 22/07/2016 16 0.075 500,000 500,000

Winpak Ltd Common Shares Spiring, Dayna 4 22/07/2016 10 45.35 5,000 3,000

X-Terra Resources Inc. Common Shares Baribeau, Michel 3 27/07/2016 10 0.28 363,000 -2,000

X-Terra Resources Inc. Common Shares Baribeau, Michel 3 27/07/2016 10 0.275 262,500 -100,500

X-Terra Resources Inc. Common Shares Forage magma Inc 3 27/07/2016 10 0.28 363,000 -2,000

X-Terra Resources Inc. Common Shares Forage magma Inc 3 27/07/2016 10 0.275 262,500 -100,500

Ximen Mining Corp. Common Shares Anderson, Christopher Ross

4 26/07/2016 10 0.135 1,811,100 -122,000

Xylitol Canada Inc. Common Shares Daher, Roger 4, 5 29/07/2016 15 0.1 2,191,312 1,500,000

Xylitol Canada Inc. Warrants Daher, Roger 4, 5 02/09/2008 00

Xylitol Canada Inc. Warrants Daher, Roger 4, 5 29/07/2016 53 0.08 1,500,000 1,500,000

Yieldplus Income Fund Trust Units YIELDPLUS Income Fund

1 27/07/2016 38 5.9371 84,207,394 1,400

Yorbeau Resources Inc. Common Shares Class A

Bodnar jr., Georges 4 25/07/2016 10 0.11 7,428,000 -300,000

Zargon Oil & Gas Ltd. Common Shares Burden, Leslie Edward 5 30/06/2016 30 0.4591 40,194 1,393




Zargon Oil & Gas Ltd. Common Shares Doetzel, Randolph John

5 30/06/2016 30 0.4591 50,678 3,955

Zargon Oil & Gas Ltd. Common Shares Doetzel, Randolph John

5 15/07/2016 30 0.4769 54,486 3,808

Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 30/06/2016 30 0.4591 1,227,025 2,891

Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 15/07/2016 30 0.4769 1,229,808 2,783

Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 30/06/2016 30 0.4591 640,440 1,557

Zargon Oil & Gas Ltd. Common Shares Hansen, Craig Henry 4, 5 15/07/2016 30 0.4769 641,939 1,499

Zargon Oil & Gas Ltd. Common Shares Hustad, Christopher Michael

5 30/06/2016 30 0.4591 83,016 3,619

Zargon Oil & Gas Ltd. Common Shares Hustad, Christopher Michael

5 15/07/2016 30 0.4769 86,500 3,484

Zargon Oil & Gas Ltd. Common Shares Janjua, Pete Hardeep Singh

5 30/06/2016 30 0.4591 123,039 3,725

Zargon Oil & Gas Ltd. Common Shares Janjua, Pete Hardeep Singh

5 15/07/2016 30 0.4769 126,625 3,586

Zargon Oil & Gas Ltd. Common Shares Kergan, Brian 5 30/06/2016 30 0.4591 128,392 2,505




Zargon Oil & Gas Ltd. Common Shares Moriyama, Robert Todd 5 30/06/2016 30 0.4591 54,930 1,932




Zargon Oil & Gas Ltd. Common Shares Post, Jeffrey Nicholas 5 30/06/2016 30 0.4591 9,339 1,561

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7021


T/O Unit Price

Date/Month End

Holdings

Acquired/ Disposed




Zazu Metals Corporation Common Shares Ford, Matthew Thomas 5 21/07/2016 10 0.1784 260,800 1,000

Zazu Metals Corporation Common Shares Ford, Matthew Thomas 5 21/07/2016 10 0.1785 261,800 1,000

Zincore Metals Inc. Common Shares Alfaro, Jorge Benavides 4 26/07/2016 37 463,762 -1,855,047

Zincore Metals Inc. Options Alfaro, Jorge Benavides 4 26/07/2016 37 127,667 -510,666

Zincore Metals Inc. Common Shares Black, W. David 4 26/07/2016 37 10,000 -40,000

Zincore Metals Inc. Options Black, W. David 4 26/07/2016 37 187,667 -750,667

Zincore Metals Inc. Common Shares Friedrich, Roman 4 26/07/2016 37 2,167 -8,666

Zincore Metals Inc. Options Friedrich, Roman 4 26/07/2016 37 186,333 -745,334

Zincore Metals Inc. Common Shares Ho, Adam Blaine 5 26/07/2016 37 -83,400






Zincore Metals Inc. Common Shares Ho, Adam Blaine 5 26/07/2016 37 55,567 -222,266



Zincore Metals Inc. Common Shares Ho, Adam Blaine 5 26/07/2016 37 20,850 -83,400

Zincore Metals Inc. Options Ho, Adam Blaine 5 26/07/2016 37 -766,666




Zincore Metals Inc. Options Ho, Adam Blaine 5 26/07/2016 37 191,667 -766,666

ZoomerMedia Limited Options Kempff, George Peter 5 25/07/2016 50 0.1 800,000 500,000

Insider Reporting

August 4, 2016

(2016), 39 OSCB 7022


August 4, 2016

(2016), 39 OSCB 7023

Chapter 11

IPOs, New Issues and Secondary Financings Issuer Name: John Deere Canada Funding Inc. Principal Regulator - Ontario Type and Date: Preliminary Base Shelf Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: $3,500,000,000 - Medium Term Notes (Unsecured) Unconditionally guaranteed as to payment of principal, premium (if any), interest and certain other amounts by JOHN DEERE CAPITAL CORPORATION Underwriter(s) or Distributor(s): RBC DOMINION SECURITIES INC. TD SECURITIES INC. MERRILL LYNCH CANADA INC. Promoter(s): - Project #2511384 ______________________________________________ Issuer Name: TORC Oil &Gas Ltd. Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated July 29, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: $75,012,000.00 - 10,640,000 Common Shares Price: $7.05 per Common Shares Underwriter(s) or Distributor(s): MACQUARIE CAPITAL MARKETS CANADA LTD. TD SECURITIES INC. BMO NESBITT BURNS INC. CIBC WORLD MARKETS INC. NATIONAL BANK FINANCIAL INC. RBC DOMINION SECURITIES INC. CANACCORD GENUITY CORP. DESJARDINS SECURITIES INC. PETERS & CO. LIMITED FIRSTENERGY CAPITAL CORP. CORMARK SECURITIES INC. GMP SECURITIES L.P. SCOTIA CAPITAL INC. MERRILL LYNCH CANADA INC. Promoter(s): - Project #2511384 _______________________________________________

Issuer Name: Precision Drilling Corporation Principal Regulator - Alberta Type and Date: Preliminary Base Shelf Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: $1,000,000,000.00 Common Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units Underwriter(s) or Distributor(s): - Promoter(s): - Project #2511727 _______________________________________________ Issuer Name: Shopify Inc. Principal Regulator - Ontario Type and Date: Preliminary Base Shelf Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: $500,000,000.00 Class A Subordinate Voting Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units Underwriter(s) or Distributor(s): - Promoter(s): - Project #2511675 _______________________________________________

IPOs, New Issues and Secondary Financings

August 4, 2016

(2016), 39 OSCB 7024

Issuer Name: TransCanada Trust Principal Regulator - Alberta Type and Date: Preliminary Short Form Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: U.S.$ * - Trust Notes— Series 2016-A Due *, 2076 (Trust Notes — Series 2016-A) The Trust Notes — Series 2016-A are guaranteed on a subordinated basis by TRANSCANADA PIPELINES LIMITED Underwriter(s) or Distributor(s): - Promoter(s): - Project #2511527 _______________________________________________ Issuer Name: VALHALLA GAME STUDIOS INTERNATIONAL LTD. Principal Regulator - British Columbia Type and Date: Amended and Restated to Preliminary Long Form Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: Maximum Offering: $ * - * Units Minimum Offering: $5,000,000.00 - * Units Price: $* per Unit Underwriter(s) or Distributor(s): Echelon Wealth Partners Inc. Promoter(s): Satoshi Kanematsu Tomonobu Itagaki Project #2495209 _______________________________________________ Issuer Name: Alexco Resource Corp. Principal Regulator - British Columbia Type and Date: Final Base Shelf Prospectus dated July 29, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: CDN$50,000,000 COMMON SHARES WARRANTS SUBSCRIPTION RECEIPTS UNIT Underwriter(s) or Distributor(s): - Promoter(s): - Project #2508370 _______________________________________________

Issuer Name: Avanco Capital Corp. Principal Regulator - British Columbia Type and Date: Final CPC Prospectus dated July 27, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: $500,000.00 - 5,000,000 Common Shares Price: $0.10 per Common Share Underwriter(s) or Distributor(s): HAYWOOD SECURITIES INC. Promoter(s): Joanne Yan Project #2501029 _______________________________________________ Issuer Name: Black Creek Global Leaders Fund (Class A, AT6, D, E, EF, F, I, and O units) Black Creek Global Leaders Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Black Creek International Equity Fund (Class A, AT6, E, EF, F, I and O units) Black Creek International Equity Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Cambridge American Equity Fund (Class A, E, EF, F, I and O units) Cambridge American Equity Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Cambridge Canadian Dividend Fund (Class A, D, E, EF, F, I and O units) Cambridge Canadian Dividend Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Cambridge Canadian Equity Corporate Class (A, AT5, AT6, AT8, D, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5, OT8, Y and Z shares) Cambridge Canadian Growth Companies Fund (Class A, AT6, E, EF, F and O units) Cambridge Global Dividend Fund (Class A, E, EF, F, I and O units) Cambridge Global Dividend Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, and OT8 shares) Cambridge Global Equity Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8, and W shares) Cambridge Growth Companies Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, IT8, O, OT5 and OT8 shares) Cambridge Pure Canadian Equity Fund (Class A, E, EF, F, I, O units) Cambridge Pure Canadian Equity Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Cambridge Stock Selection Fund (formerly Cambridge Analyst Fund) (Class I units) Cambridge U.S. Dividend Fund (Class A, AT6, D, E, EF, F, I and O units)


August 4, 2016

(2016), 39 OSCB 7025

Cambridge U.S. Dividend Registered Fund (Class A, E, EF, F, I, and O units) Cambridge U.S. Dividend US$ Fund (Class A, E, EF, F, I and O units) CI American Managers® Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) CI American Small Companies Fund (Class A, E, EF, F, I and O units) CI American Small Companies Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) CI American Value Fund (Class A, E, EF, F, I, O and Insight units) CI American Value Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) CI Can-Am Small Cap Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) CI Canadian Dividend Fund (Class A, AT6, D, E, EF, F, I and O units) CI Canadian Investment Fund (Class A, E, EF, F, I, O and Insight units) CI Canadian Investment Corporate Class (A, AT5, AT6, AT8, D, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) CI Canadian Small/Mid Cap Fund (Class A, E, EF, F, I and O units) CI Global Fund (Class A, E, EF, F, I, O and Insight units) CI Global Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, IT8, O, OT5 and OT8 shares) CI Global Health Sciences Corporate Class (A, E, EF, F, I, O, Y and Z shares) CI Global High Dividend Advantage Fund (Class A, E, F, I and O units) CI Global High Dividend Advantage Corporate Class (A, AT5, AT8, E, ET5, ET8, F, FT5, FT8, I, O, OT5 and OT8 shares) CI Global Managers® Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) CI Global Small Companies Fund (Class A, E, EF, F, I, O and Insight units) CI Global Small Companies Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) CI Global Value Fund (Class A, E, EF, F, I and O units) CI Global Value Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, I, IT8, O, OT5 and OT8 shares) CI International Value Fund (Class A, E, EF, F, I, O and Insight units) CI International Value Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, I, IT8, O, OT5 and OT8 shares) CI Pacific Fund (Class A, E, EF, F, I and O units) CI Pacific Corporate Class (A, E, EF, F and O shares) Harbour Fund (Class A, E, EF, F, I and O units) Harbour Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Harbour Global Equity Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares)

Harbour Voyageur Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, IT8, O, OT5 and OT8 shares) Signature Emerging Markets Fund (Class A, E, EF, F, I and O units) Signature Emerging Markets Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) Signature Global Dividend Fund (Class A, E, EF, F, I and O units) Signature Global Dividend Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8 shares) Signature Global Energy Corporate Class (A, E, EF, F and O shares) Signature Global Resource Fund (Class A, E, EF, F, and O units) Signature Global Resource Corporate Class (A, E, EF F, I and O shares) Signature Global Science & Technology Corporate Class (A, E, EF, F, I and O shares) Signature International Fund (Class A, E, EF, F, I, O and Insight units) Signature International Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, I, IT8, O, OT5 and OT8 shares) Signature Real Estate Pool (Class A, E, EF, F, I and O units) Signature Select Canadian Fund (Class A, E, EF, F, I, O, Z and Insight units) Signature Select Canadian Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares) Signature Select Global Fund (Class A, E, EF, F, I and O units) Signature Select Global Corporate Class (A, AT5, AT8, E, EF, ET5, ET8, EFT5, EFT8, F, FT8, I, IT8, O, OT5 and OT8 shares) Synergy American Fund (Class A, E, EF, F, I and O units) Synergy American Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O and OT8 shares) Synergy Canadian Corporate Class (A, AT8, E, ET8, EF, EFT8, F, I, IT8, O, OT8, Y, Z and Insight shares) Synergy Global Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, I, IT8, O, OT5, OT8, Y and Z shares) Black Creek Global Balanced Fund (Class A, AT6, D, E, EF, F, I and O units) Black Creek Global Balanced Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, O, OT5 and OT8 shares) Cambridge Asset Allocation Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares) Harbour Global Growth & Income Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares) Harbour Growth & Income Fund (Class A, E, EF, F, I, O and Z units) Harbour Growth & Income Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares)


August 4, 2016

(2016), 39 OSCB 7026

Signature Canadian Balanced Fund (Class A, AT6, D, E, EF, F, I, O, U, Y and Z units) Signature Global Income & Growth Fund (Class A, E, EF, F, I and O units) Signature Global Income & Growth Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares) Signature Income & Growth Fund (Class A, AT6, E, EF, F, I and O units) Signature Income & Growth Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares) Synergy Tactical Asset Allocation Fund (Class A, E, EF, F, I and O units) Cambridge Global High Income Fund (formerly Cambridge High Income Fund) (Class A, E, EF, F, I and O units) Cambridge Income Fund (Class A, E, F and O units) Cambridge Income Corporate Class (A, AT5, AT8, E, ET5, ET8, F, FT5, FT8, O, OT5 and OT8 shares) CI Income Fund (Class A, E, EF, F, I and O units) CI Investment Grade Bond Fund (Class A, E, EF, F, I and O units) CI Money Market Fund (Class A, E, EF F, I, O, Z and Insight units) CI Short-Term Advantage Corporate Class (A, AT8, E, F, I, IT8 and O shares) CI Short-Term Corporate Class (A, E, EF, F, I and O shares) CI Short-Term US$ Corporate Class (A, E and O shares) CI U.S. Income US$ Pool (Class A, E, EF, F, I and O units) CI US Money Market Fund (Class A and I units) Lawrence Park Strategic Income Fund (Class A, E, EF, F, I and O units) Marret High Yield Bond Fund (Class A, E, EF, F, I and O units) Marret Short Duration High Yield Fund (Class A, E, EF, F, I and O units) Marret Strategic Yield Fund (Class A, E, EF, F, I and O units) Signature Canadian Bond Fund (Class A, E, EF, F, I, O, Y, Z and Insight units) Signature Canadian Bond Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, I, IT8, O, OT5 and OT8 shares) Signature Corporate Bond Fund (Class A, E, EF, F, I, O, Z and Insight units) Signature Corporate Bond Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, and OT8 shares) Signature Diversified Yield Fund (Class A, E, F, I and O units) Signature Diversified Yield Corporate Class (A, AT5, AT8, E, ET5, ET8, F, FT5, FT8, I, IT5, IT8, O, OT5 and OT8 shares) Signature Diversified Yield II Fund (Class A, E, EF, F, I and O units) Signature Dividend Fund (Class A, E, EF, F, I, O and Z units) Signature Dividend Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares)

Signature Global Bond Fund (Class A, E, EF, F, I, O and Insight units) Signature Global Bond Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, I, IT8, O, OT5 and OT8 shares) Signature Gold Corporate Class (A, E, EF, F, I and O shares) Signature High Income Fund (Class A, E, EF, F, I and O units) Signature High Income Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5 and OT8 shares) Signature High Yield Bond Fund (Class A, E, F, I and O units) Signature High Yield Bond Corporate Class (A, AT5, AT8, E, ET8, F, FT5, FT8, O and OT8 shares) Signature High Yield Bond II Fund (Class A, E, EF, F, I and O units) Signature Preferred Share Pool (Class A, E, EF, F, I and O units) Signature Short-Term Bond Fund (Class A, E, EF, F, I and O units) Signature Tactical Bond Pool (Class A, E, EF, F, I and O units) Portfolio Series Balanced Fund (Class A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, O, OT5 and OT8 units) Portfolio Series Balanced Growth Fund (Class A, AT5, AT6, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, O, OT5 and OT8 units) Portfolio Series Conservative Balanced Fund (Class A, AT6, E, EF, F, I and O units) Portfolio Series Conservative Fund (Class A, AT6, E, EF, F, I, O, U, UT6 and Z units) Portfolio Series Growth Fund (Class A, AT5, AT6, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, O, OT5 and OT8 units) Portfolio Series Income Fund (Class A, E, EF, F, I and O units) Portfolio Series Maximum Growth Fund (Class A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, O, OT5 and OT8 units) Select 80i20e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8, W, WT5 and WT8 shares) Select 70i30e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8, W and WT8 shares) Select 60i40e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8, W, WT5 and WT8 shares) Select 50i50e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8, W and WT8 shares) Select 40i60e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT8, O, OT5, OT8, W, WT5 and WT8 shares) Select 30i70e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT8, I, IT8, O, OT5, OT8, W and WT5 shares) Select 20i80e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F,


August 4, 2016

(2016), 39 OSCB 7027

FT8, I, IT8, O, OT5, OT8, and W shares) Select 100e Managed Portfolio Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5, OT8, W, and WT8 shares) Select Canadian Equity Managed Corporate Class (A, E, EF, F, I, O, V, W, Y and Z shares) Select Income Managed Corporate Class (A, AT5, AT8, E, ET5, ET8, EF, EFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5, OT8, U, V, W, WT5, WT8, Y and Z shares) Select International Equity Managed Corporate Class (A, E, EF, F, I, O, V, W, Y and Z shares) Select U.S. Equity Managed Corporate Class (A, E, EF, F, I, O, V, W, Y and Z shares) Select Staging Fund (Class A, F, I and W units) Principal Regulator - Ontario Type and Date: Final Simplified Prospectuses dated July 27, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: A, AT5, AT8, E, ET5, ET8, ETFT5, EFT8, F, FT5, FT8, I, IT5, IT8, O, OT5, OT8, V, W, Y, Z and Insight Underwriter(s) or Distributor(s): - Promoter(s): CI Investments Inc. Project #2494270 _______________________________________________ Issuer Name: Canadian Apartment Properties Real Estate Investment Trust Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated July 26, 2016 NP 11-202 Receipt dated July 26, 2016 Offering Price and Description: $150,052,000.00 - 4,660,000 Units, at a price of $32.20 per Unit Underwriter(s) or Distributor(s): RBC Dominion Securities Inc. CIBC World Markets Inc. Scotia Capital Inc. TD Securities Inc. BMO Nesbitt Burns Inc. National Bank Financial Inc. Canaccord Genuity Corp. Desjardins Securities Inc. Raymond James Ltd. Dundee Securities Ltd. GMP Securities L.P. Promoter(s): - Project #2506655 _______________________________________________

Issuer Name: Class A, E, F, I and W Units of the following United Pools: Cash Management Pool Short Term Income Pool Canadian Fixed Income Pool Global Fixed Income Pool Enhanced Income Pool Canadian Equity Value Pool Canadian Equity Growth Pool Canadian Equity Small Cap Pool US Equity Value Pool US Equity Growth Pool US Equity Small Cap Pool International Equity Value Pool International Equity Growth Pool Emerging Markets Equity Pool Real Estate Investment Pool Class A, E, ET8, F, I, IT8, W and WT8 Shares of the following United Corporate Classes*: Short Term Income Corporate Class Canadian Fixed Income Corporate Class Global Fixed Income Corporate Class Enhanced Income Corporate Class Canadian Equity Value Corporate Class Canadian Equity Growth Corporate Class Canadian Equity Alpha Corporate Class Canadian Equity Small Cap Corporate Class US Equity Value Corporate Class US Equity Growth Corporate Class US Equity Alpha Corporate Class US Equity Small Cap Corporate Class International Equity Value Corporate Class International Equity Growth Corporate Class International Equity Alpha Corporate Class Emerging Markets Equity Corporate Class Real Estate Investment Corporate Class Class E, ET8, I and IT8 shares of the following United Corporate Classes*: US Equity Value Currency Hedged Corporate Class International Equity Value Currency Hedged Corporate Class *each United Corporate Class consists of shares of CI Corporate Class Limited Principal Regulator - Ontario Type and Date: Final Simplified Prospectuses dated July 27, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: Class A, E, F, I and W Units Class A, E, ET8, F, I, IT8, W and WT8 Shares Underwriter(s) or Distributor(s): Assante Capital Management Ltd. Promoter(s): - Project #2493946 _______________________________________________


August 4, 2016

(2016), 39 OSCB 7028

Issuer Name: Copper Mountain Mining Corporation Principal Regulator - British Columbia Type and Date: Final Short Form Prospectus dated July 27, 2016 NP 11-202 Receipt dated July 27, 2016 Offering Price and Description: $6,501,000 11,820,000 Units Price: $0.55 per Unit Underwriter(s) or Distributor(s): Haywood Securities Inc. Promoter(s): - Project #2508407 _______________________________________________ Issuer Name: Dynamic U.S. Sector Focus Class (Series A, E, F, I and O shares) Principal Regulator - Ontario Type and Date: Amendment #7 dated July 14, 2016 to the Simplified Prospectus and Annual Information Form dated November 18, 2015 NP 11-202 Receipt dated July 26, 2016 Offering Price and Description: - Underwriter(s) or Distributor(s): 1832 Asset Management L.P. GCIC Ltd. 1832 Asset Management L. P. Promoter(s): - Project #2405037 _______________________________________________ Issuer Name: Dream Global Real Estate Investment Trust Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 28, 2016 Offering Price and Description: $85,050,000.00 - 9,450,000 Units PRICE: $9.00 per Unit Underwriter(s) or Distributor(s): TD SECURITIES INC. CIBC WORLD MARKETS INC. RBC DOMINION SECURITIES INC. SCOTIA CAPITAL INC. BMO NESBITT BURNS INC. CANACCORD GENUITY CORP. DESJARDINS SECURITIES INC. GMP SECURITIES L.P. NATIONAL BANK FINANCIAL INC. Promoter(s): - Project #2507669 _______________________________________________

Issuer Name: TD Canadian Money Market Fund (Institutional Series, O-Series, Investor Series, Advisor Series and F-Series Securities) TD Premium Money Market Fund (Investor Series and F-Series Securities) TD U.S. Money Market Fund (Institutional Series and Premium Series Securities) TD Ultra Short Term Bond Fund (Investor Series, Advisor Series, F-Series, O-Series and D-Series Securities) TD Short Term Bond Fund (Investor Series, Advisor Series, F-Series, Institutional Series, O-Series, Private Series, Premium Series, Premium F-Series and D-Series Securities) TD Canadian Bond Fund (Investor Series, Advisor Series, F-Series, Institutional Series, O-Series, Private Series, Premium Series, Premium F-Series and D-Series Securities) TD Income Advantage Portfolio (Investor Series, Advisor Series, F-Series, Institutional Series, O-Series, H-Series, T-Series, S-Series, PS-Series, Premium Series, Premium F-Series, D-Series and K-Series Securities) TD Canadian Core Plus Bond Fund (Investor Series, Advisor Series, F-Series, Institutional Series, O-Series, Premium Series, Premium F-Series and D-Series Securities) TD Canadian Corporate Bond Fund (Investor Series, Advisor Series, F-Series, Private Series, Premium Series, Premium F-Series and D-Series Securities) (formerly TD Private Canadian Corporate Bond Fund) TD Corporate Bond Capital Yield Fund (Investor Series, Advisor Series, F-Series, and Premium Series Securities) TD U.S. Corporate Bond Fund (Investor Series, Advisor Series, F-Series, O-Series, Private Series, Premium Series, Premium F-Series and D-Series Securities) (formerly TD Private U.S. Corporate Bond Fund) TD Real Return Bond Fund (Investor Series, Advisor Series, F-Series, O-Series, Private Series and D-Series Securities) TD Global Bond Fund (Investor Series, Advisor Series, F-Series, Institutional Series, O-Series, Private Series and D-Series Securities) TD High Yield Bond Fund (Investor Series, Advisor Series, F-Series, Institutional Series, O-Series, H-Series, T-Series, S-Series, Private Series, Premium Series, Premium F-Series and D-Series Securities) TD Monthly Income Fund (H-Series, T-Series, S-Series, C-Series, Investor Series, Advisor Series, F-Series and D-Series Securities) TD Tactical Monthly Income Fund (O-Series, H-Series, T-Series, S-Series, PS-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series, D-Series and K-Series Securities) TD U.S. Monthly Income Fund (H-Series, T-Series, S-Series, PS-Series, Investor Series, Advisor


August 4, 2016

(2016), 39 OSCB 7029

Series, F-Series, Premium Series, Premium F-Series, D-Series and K-Series Securities) TD U.S. Monthly Income Fund – C$ (H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) TD Balanced Income Fund (O-Series, C-Series, Investor Series, Advisor Series and F-Series Securities) TD Diversified Monthly Income Fund (O-Series, H-Series, T-Series, S-Series Investor Series, Advisor Series and F-Series Securities) TD Strategic Yield Fund (H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) TD Balanced Growth Fund (Investor Series, Advisor Series and F-Series Securities) TD Dividend Income Fund (Institutional Series, O-Series, H-Series, T-Series, S-Series Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) TD Canadian Diversified Yield Fund (Private Series and D-Series Securities) (formerly TD Private Canadian Diversified Yield Fund) TD Canadian Low Volatility Fund (D-Series, Institutional Series, O-Series, H-Series, T-Series, S-Series, Private Series, Investor Series, Advisor Series, F-Series, Premium Series and Premium F-Series) TD Dividend Growth Fund (D-Series, Institutional Series, O-Series, H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series and Premium F-Series Securities) TD Canadian Blue Chip Dividend Fund (D-Series and Private Series Securities) (formerly TD Private Canadian Blue Chip Dividend Fund) TD Canadian Large-Cap Equity Fund (D-Series, O-Series and Private Series) (formerly TD Private Canadian Blue Chip Equity Fund) TD Canadian Equity Fund (D-Series, Institutional Series, O-Series, Private Series, Investor Series, Advisor Series, F-Series, Premium Series and Premium F-Series Securities) TD Core Canadian Value Fund (D Series and Private Series Securities) (formerly TD Private Canadian Value Fund) TD Canadian Value Fund (D-Series, Institutional Series, O-Series, Investor Series, Advisor Series and F-Series Securities) TD Canadian Small-Cap Equity Fund (D-Series, Institutional Series, O-Series, Investor Series, Advisor Series and F-Series Securities) TD U.S. Risk Managed Equity Fund (D-Series, O-Series, H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series and Premium F-Series Securities) TD U.S. Low Volatility Fund (D-Series, O-Series, H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series and Premium F-Series Securities) TD U.S. Low Volatility Currency Neutral Fund (D-Series, H-Series, T-Series, S-Series, Investor

Series, Advisor Series, F-Series, Premium Series and Premium F-Series Securities) TD North American Dividend Fund (D-Series, Institutional Series, H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series and Premium F-Series Securities) TD Global Risk Managed Equity Fund (O-Series, H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) TD Global Low Volatility Fund (O-Series, H-Series, T-Series, S-Series, Private Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) TD International Growth Fund (Institutional Series, O-Series, Investor Series, Advisor Series, F-Series and D-Series Securities) TD International Stock Fund (Private Series and D-Series Securities) (formerly TD Private International Stock Fund) TD Emerging Markets Low Volatility Fund (O-Series, H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series and D-Series Securities) TD Asian Growth Fund (Institutional Series, O-Series, Investor Series, Advisor Series and F-Series Securities) TD Emerging Markets Fund (O-Series, Investor Series, Advisor Series, F-Series and Private-EM Series Securities) Epoch U.S. Shareholder Yield Fund (Institutional Series, H-Series, T-Series, S-Series, Private Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) Epoch U.S. Blue Chip Equity Fund (Private Series and D-Series Securities) (formerly TD Private U.S. Blue Chip Equity Fund) Epoch U.S. Blue Chip Equity Currency Neutral Fund (Private Series and D-Series Securities) (formerly TD Private U.S. Blue Chip Equity Currency Neutral Fund) Epoch U.S. Large-Cap Value Fund (Institutional Series, O-Series, Private Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) Epoch Global Shareholder Yield Fund (Institutional Series, O-Series, H-Series, T-Series, S-Series, Private Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) Epoch Global Shareholder Yield Currency Neutral Fund (H-Series, T-Series, S-Series, Investor Series, Advisor Series, F-Series, Premium Series, premium F-Series and D-Series Securities) Epoch Global Equity Fund (O-Series, (Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) Epoch International Equity Fund (O-Series, Private Series, Investor Series, Advisor Series, F-Series and D-Series Securities) Epoch European Equity Fund (Investor Series, Advisor Series and F-Series Securities)


August 4, 2016

(2016), 39 OSCB 7030

TD Resource Fund (Investor Series, Advisor Series, F-Series and D-Series Securities) TD Precious Metals Fund (Investor Series, Advisor Series and F-Series Securities) TD Entertainment & Communications Fund (Investor Series, Advisor Series, F-Series and D-Series Securities) TD Science & Technology Fund (Investor Series, Advisor Series, F-Series and D-Series Securities) TD Health Sciences Fund (Investor Series, Advisor Series, F-Series, O-Series and D-Series Securities) TD Canadian Bond Index Fund (Investor Series, e-Series, Institutional Series, O-Series and F-Series Securities) TD Balanced Index Fund (Investor Series and O-Series Securities) TD Canadian Index Fund (Investor Series, e-Series, Institutional Series, O-Series and F-Series Securities) TD Dow Jones Industrial Average Index Fund (Investor Series, e-Series and F-Series Securities) TD U.S. Index Fund (Investor Series, e-Series, Institutional Series, O-Series and F-Series Securities) TD U.S. Index Currency Neutral Fund (Investor Series, e-Series, Institutional Series, O-Series and F-Series Securities) TD Nasdaq® Index Fund (Investor Series, e-Series and F-Series Securities) TD International Index Fund (Investor Series, e-Series, Institutional Series, O-Series and F-Series Securities) TD International Index Currency Neutral Fund (Investor Series, e-Series and F-Series Securities) TD European Index Fund (Investor Series, e-Series and F-Series Securities) TD Target Return Conservative Fund (Private Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series, D-Series and O-Series Securities) TD Target Return Balanced Fund (Private Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and D-Series Securities) TD US$ Retirement Portfolio (H-Series, T-Series, S-Series, PS-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series and K-Series Securities) TD Retirement Conservative Portfolio (H-Series, T-Series, S-Series, PS-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series, K-Series and D-Series Securities) TD Retirement Balanced Portfolio (H-Series, T-Series, S-Series, PS-Series, Investor Series, Advisor Series, F-Series, Premium Series, Premium F-Series, K-Series and D-Series Securities) TD Advantage Balanced Income Portfolio (Investor Series, Advisor Series, F-Series, H-Series, T-Series and S-Series Securities)

TD Advantage Balanced Portfolio (Investor Series, Advisor Series, F-Series, H-Series, T-Series and S-Series Securities) TD Advantage Balanced Growth Portfolio (Investor Series, Advisor Series, F-Series, H-Series, T-Series and S-Series Securities) TD Advantage Growth Portfolio (Investor Series, Advisor Series and F-Series Securities) TD Advantage Aggressive Growth Portfolio (Investor Series, Advisor Series and F-Series Securities) TD Comfort Conservative Income Portfolio (Investor Series Securities) TD Comfort Balanced Income Portfolio (Investor Series Securities) TD Comfort Balanced Portfolio (Investor Series Securities) TD Comfort Balanced Growth Portfolio (Investor Series Securities) TD Comfort Growth Portfolio (Investor Series Securities) TD Comfort Aggressive Growth Portfolio (Investor Series Securities) TD Short Term Investment Class* (Investor Series, Advisor Series and F-Series Securities) TD Tactical Monthly Income Class* (Investor Series, Advisor Series and F-Series Securities) TD Dividend Income Class* (Investor Series, Advisor Series and F-Series Securities) TD Canadian Low Volatility Class* (Investor Series, Advisor Series and F-Series Securities) TD Dividend Growth Class* (Investor Series, Advisor Series and F-Series Securities) TD Canadian Equity Class* (Investor Series, Advisor Series and F-Series Securities) TD Canadian Value Class* (Investor Series, Advisor Series and F-Series Securities) TD Canadian Small-Cap Equity Class* (Investor Series, Advisor Series and F-Series Securities) TD U.S. Risk Managed Equity Class* (Investor Series, Advisor Series and F-Series Securities) Epoch U.S. Large-Cap Value Class* (Investor Series, Advisor Series and F-Series Securities) TD U.S. Mid-Cap Growth Class* (Investor Series, Advisor Series and F-Series Securities) TD Global Risk Managed Equity Class* (Investor Series, Advisor Series and F-Series Securities) TD Global Low Volatility Class* (Investor Series, Advisor Series and F-Series Securities) Epoch Global Equity Class* (Investor Series, Advisor Series and F-Series Securities) TD International Growth Class* (Investor Series, Advisor Series and F-Series Securities) TD Asian Growth Class* (Investor Series, Advisor Series and F-Series Securities) TD Emerging Markets Class* (Investor Series, Advisor Series and F-Series Securities) TD Fixed Income Pool (W-Series and Private Series Securities) TD Risk Management Pool (W-Series and Private Series Securities) TD Canadian Equity Pool (W-Series and Private Series Securities) TD Canadian Equity Pool Class* (W-Series Securities)


August 4, 2016

(2016), 39 OSCB 7031

TD Global Equity Pool (W-Series and Private Series Securities) TD Global Equity Pool Class* (W-Series Securities) TD Tactical Pool (W-Series and Private Series Securities) TD Tactical Pool Class* (W-Series Securities) TD U.S. Blue Chip Equity Fund (W-Series, Institutional Series, O-Series, Investor Series, Advisor Series, F-Series and Private-EM Series Securities) TD U.S. Quantitative Equity Fund (W-Series, Investor Series, O-Series, F-Series and Premium F-Series Securities) TD U.S. Equity Portfolio (W-Series, Investor Series, Advisor Series and F-Series Securities) TD U.S. Mid-Cap Growth Fund (W-Series, Institutional Series, O-Series, Investor Series, Advisor Series, F-Series and Private-EM Series Securities) TD U.S. Small-Cap Equity Fund (W-Series, O-Series, Investor Series, Advisor Series and F-Series Securities) (*A class of TD Mutual Funds Corporate Class Ltd.) Principal Regulator - Ontario Type and Date: Final Simplified Prospectuses dated July 28, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: Investor Series Securities e-Series Securities Institutional Series Securities O-Series Securities Premium Series Securities H-Series Securities T-Series Securities S-Series Securities C-Series Securities PS-Series Securities Private Series Securities Advisor Series Securities F-Series Securities W-Series Securities D-Series Securities K-Series Securities Private-EM Series Securities Premium F-Series Securities Underwriter(s) or Distributor(s): TD Investment Services Inc. (for Investor Series units) TD Investment Services Inc. (for Investor Series and e-Series units) TD Investment Services Inc.(for Investor Series units) TD Investment Services Inc. (for Investor Series and e-Series Units) TD Waterhouse Canada Inc. TD Waterhouse Canada Inc. (W-Series and WT-Series only) TD Investment Services Inc. (for Investor Series) TD Investment Services Inc. (for Investor Series and Premium Series units) Promoter(s): TD Asset Management Inc. Project #2498580 _______________________________________________

Issuer Name: Horizons BetaPro S&P 500 VIX Short-Term Futures ETF Horizons BetaPro S&P 500 VIX Short-Term Futures Inverse ETF Principal Regulator - Ontario Type and Date: Amendment #1 dated July 7, 2016 to the Long Form Prospectus dated December 22, 2015 NP 11-202 Receipt dated July 27, 2016 Offering Price and Description: - Underwriter(s) or Distributor(s): - Promoter(s): Horizons ETFs Management (Canada) Inc. Project #2419198 _______________________________________________ Issuer Name: Marquis Institutional Balanced Growth Portfolio (Series A, E, F, G, I, T and V securities) Marquis Institutional Balanced Portfolio (Series A, E, F, G, I, T and V securities) Marquis Institutional Bond Portfolio (Series A, E, F, I, O and V securities) Marquis Institutional Canadian Equity Portfolio (Series A, E, F, I, O, T and V securities) Marquis Institutional Equity Portfolio (Series A, E, F, I, T and V securities) Marquis Institutional Global Equity Portfolio (Series A, E, F, I, O, T and V securities) Marquis Institutional Growth Portfolio (Series A, E, F, I, T and V securities) Principal Regulator - Ontario Type and Date: Amendment #3 dated July 21, 2016 to the Simplified Prospectuses and Annual Information Form dated November 25, 2015 NP 11-202 Receipt dated July 26, 2016 Offering Price and Description: - Underwriter(s) or Distributor(s): 1832 Asset Management L.P. Promoter(s): 1832 Asset Management L.P. Project #2404600 _______________________________________________


August 4, 2016

(2016), 39 OSCB 7032

Issuer Name: NEI Ethical American Multi-Strategy Fund (Series A, Series F and Series I units) NEI Ethical Global Dividend Fund (Series A, Series F, Series I, Series P and Series PF units) NEI Ethical Global Equity Fund (Series A, Series F and Series I units) NEI Northwest Global Equity Fund (Series A, Series F and Series I units) NEI Northwest Global Equity Corporate Class (Series A and Series F shares) Principal Regulator - Ontario Type and Date: Amendment #1 dated July 21, 2016 to the Simplified Prospectuses and Annual Information Form dated June 10, 2016 NP 11-202 Receipt dated July 27, 2016 Offering Price and Description: - Underwriter(s) or Distributor(s): Credential Asset Management Inc. Credential Asset Management Promoter(s): - Project #2477315 _______________________________________________ Issuer Name: Purpose Diversified Real Asset Fund (ETF shares, Series A shares, Series F shares, Series I shares, Series D shares, Series XA shares and Series XF Shares) Purpose Enhanced US Equity Fund (ETF shares, ETF non-currency hedged shares, Series A shares, Series A non-currency hedged shares, Series F shares, Series F non-currency hedged shares, Series I shares, Series I non-currency hedged shares, Series D shares, Series XA shares and Series XF shares) Purpose Multi-Strategy Market Neutral Fund (ETF units, Class A units, Class F units, Class I units and Class D units) Principal Regulator - Ontario Type and Date: Final Long Form Prospectus dated July 28, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: ETF units and shares, Series A units and shares, Series F units and shares, Series I units and shares, Series D units and shares, Series XA shares and Series XF Shares, ETF non-currency hedged shares, Series A non-currency hedged shares, Series F non-currency hedged shares and Series I non-currency hedged shares Underwriter(s) or Distributor(s): - Promoter(s): - Project #2500583 _______________________________________________

Issuer Name: Scotia T-Bill Fund (Series A units) Scotia Money Market Fund (Series A, Series I and Premium Series units) Scotia U.S. $ Money Market Fund (Series A units) Principal Regulator - Ontario Type and Date: Amendment No. 2 dated July 25, 2016 to the Simplified Prospectuses of the above Issuers dated November 12, 2015 and Amendment No. 3 dated July 25, 2016 to the Annual Information Form dated November 12, 2015NP 11-202 Receipt dated July 27, 2016 Offering Price and Description: Series A, Series I, Series K, Series M, Advisor Series and Premium Series units Underwriter(s) or Distributor(s): Scotia Securities Inc. Promoter(s): 1832 Asset Management L.P. Project #2398768; 2398786 _______________________________________________


August 4, 2016

(2016), 39 OSCB 7033

Issuer Name: Sun Life MFS Global Growth Fund (Series A, D, T5, T8, F, I, O securities) Sun Life MFS Global Value Fund (Series A, T5, T8, F, I, O securities) Sun Life MFS U.S. Growth Fund (Series A, AH, T5, T8, F, FH, I, IH, O, OH securities) Sun Life MFS U.S. Value Fund (Series A, AH, T5, T8, F, FH, I, IH, O, OH securities) Sun Life MFS International Growth Fund (Series A, D, T5, T8, F, I, O securities) Sun Life MFS International Value Fund (Series A, T5, T8, F, I, O securities) Sun Life Schroder Emerging Markets Fund (Series A, F, I, O securities) Sun Life MFS Global Total Return Fund (Series A, T5, F, I, O securities) Sun Life Milestone 2020 Fund (Series A securities) Sun Life Milestone 2025 Fund (Series A securities) Sun Life Milestone 2030 Fund (Series A securities) Sun Life Milestone 2035 Fund (Series A securities) Sun Life Multi-Strategy Bond Fund (formerly Sun Life Beutel Goodman Canadian Bond Fund) (Series A, F, I, O securities) Sun Life MFS Monthly Income Fund (Series A, T5, F, I, O securities) Sun Life Money Market Fund (Series A, D, F, I, O securities) Sun Life Dynamic Energy Fund (Series A, T5, T8, F, I, O securities) Sun Life BlackRock Canadian Balanced Class* (Series A, AT5, F, O securities) Sun Life BlackRock Canadian Composite Equity Class* (Series A, AT5, F, I, O securities) Sun Life BlackRock Canadian Equity Class* (Series A, AT5, AT8, F, I, O securities) Sun Life Money Market Class* (Series A, F, O securities) Sun Life Dynamic Equity Income Class* (Series A, AT5, F, I, O securities) Sun Life Dynamic Strategic Yield Class* (Series A, AT5, F, I, O securities) Sun Life MFS Dividend Income Class* (Series A, AT5, F, I, O securities) Sun Life Granite Conservative Class* (Series A, AT5, F, O securities) Sun Life Granite Moderate Class* (Series A, AT5, F, O securities) Sun Life Granite Balanced Class* (Series A, AT5, F, O securities) Sun Life Granite Balanced Growth Class* (Series A, AT5, AT8, F, O securities) Sun Life Granite Growth Class* (Series A, AT5, AT8, F, O securities) Sun Life MFS Canadian Equity Class* (Series A, AT5, F, O securities) Sun Life Sentry Value Class* (Series A, AT5, F, I, O securities) Sun Life MFS U.S. Growth Class* (Series A, AT5, AT8, F, O securities) Sun Life MFS Global Growth Class* (Series A, AT5, AT8, F, O securities) Sun Life MFS International Growth Class* (Series A, AT5, AT8, F, O securities)

(*each a class of shares of Sun Life Global Investments Corporate Class Inc.) Principal Regulator - Ontario Type and Date: Final Simplified Prospectuses dated July 29, 2016 NP 11-202 Receipt dated July 29, 2016 Offering Price and Description: Series A, Series AH, Series AT5, Series T5, Series AT8, Series T8, Series D, Series F, Series FH, Series I, Series IH, Series O and Series OH securities Underwriter(s) or Distributor(s): - Promoter(s): Sun Life Global Investments (Canada) Inc. Project #2499012 _______________________________________________


August 4, 2016

(2016), 39 OSCB 7034


August 4, 2016

(2016), 39 OSCB 7035

Chapter 12

Registrations 12.1.1 Registrants

Type Company Category of Registration Effective Date

New Business Cheverny Capital Inc. Exempt Market Dealer July 26, 2016

Change in Registration Category

Tacita Capital Inc.

From: Portfolio Manager To: Portfolio Manager, Investment Fund Manager and Exempt Market Dealer

July 27, 2016

Registrations

August 4, 2016

(2016), 39 OSCB 7036


August 4, 2016

(2016), 39 OSCB 7037

Chapter 13

SROs, Marketplaces, Clearing Agencies and Trade Repositories

13.3 Clearing Agencies 13.3.1 CDS – Material Amendments to CDS Procedures – CDS Transfer Agent Standards – OSC Staff Notice of

Request for Comment

OSC STAFF NOTICE OF REQUEST FOR COMMENT

CDS CLEARING AND DEPOSITORY SERVICES INC. (CDS)

MATERIAL AMENDMENTS TO CDS PROCEDURES

CDS TRANSFER AGENT STANDARDS The Ontario Securities Commission is publishing for 30 day public comment material amendments to the CDS Procedure related to CDS Transfer Agent standards. The proposed standards are intended to expand the regulatory, information provision, operational, and capital adequacy requirements imposed on CDS-approved transfer agents. The comment period ends on September 3, 2016. A copy of the CDS Notice is published on our website at http://www.osc.gov.on.ca.

SROs, Marketplaces, Clearing Agencies and Trade Repositories

August 4, 2016

(2016), 39 OSCB 7038


August 4, 2016 (2016), 39 OSCB 7039

Index

1727350 Ontario Limited Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations ........... 6889 Blackburn, Derek Notice from the Office of the Secretary ..................... 6887 Reasons and Decision – s. 127(1) ............................ 6947 Bloomberg Tradebook Canada Company Decision – s. 15.1 of NI 62-104 Take-Over Bids and Issuer Bids ......................................................... 6899 Blue Gold Holdings Ltd. Notice from the Office of the Secretary ..................... 6887 Reasons and Decision – s. 127(1) ............................ 6947 Café Enterprise Toronto Inc. Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations ........... 6889 Canadian National Railway Company Order – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids ................................................................ 6908 Order – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids ................................................................ 6914 Order – s. 6.1 of NI 62-104 Take-Over Bids and Issuer Bids ................................................................ 6920 CDS Clearing Agencies — Material Amendments to CDS Procedures – CDS Transfer Agent Standards – OSC Staff Notice of Request for Comment ................................................................. 7037 Cheverny Capital Inc. New Business ........................................................... 7035 Colabor Group Inc. Decision .................................................................... 6895 Concepcion, Elaine Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations ........... 6889 Craig, Dave Garnet Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations ........... 6889

Culturalite Media Inc. Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations .......... 6889 DataWind Inc. Cease Trading Order ................................................ 6963 DCL Healthcare Properties Inc. Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations .......... 6889 DeLuca, Frank Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations .......... 6889 Godwin, Marianne Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations .......... 6889 Greening, Nigel Notice from the Office of the Secretary ..................... 6887 Reasons and Decision – s. 127(1) ............................ 6947 Gryphon Investment Counsel Inc. Decision .................................................................... 6901 Holliswealth Advisory Services Notice from the Office of the Secretary ..................... 6887 Order with Related Settlement Agreement – ss. 127(1), (2) ....................................................... 6926 Jordan, Haiyan (Helen) Gao Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations .......... 6889 Kurichh, Raj Notice from the Office of the Secretary ..................... 6887 Reasons and Decision – s. 127(1) ............................ 6947 Long Run Exploration Ltd. Order ........................................................................ 6906 Matica Enterprises Inc. Cease Trading Order ................................................ 6963

Index

August 4, 2016 (2016), 39 OSCB 7040

McDonald, Donald Notice of Hearing – s. 8(4) ........................................ 6885 Notice from the Office of the Secretary ..................... 6886 MM Café Franchise Inc. Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations ........... 6889 Northern Power Systems Corp. Cease Trading Order ................................................ 6963 Scotia Capital Inc. Notice from the Office of the Secretary ..................... 6887 Order with Related Settlement Agreement – ss. 127(1), (2) ........................................................ 6926 Scotia Securities Inc. Notice from the Office of the Secretary ..................... 6887 Order with Related Settlement Agreement – ss. 127(1), (2) ........................................................ 6926 Starrex International Ltd. Cease Trading Order ................................................ 6963 Tacita Capital Inc. Change in Registration Category .............................. 7035 Techocan International Co. Ltd. Notice of Withdrawal ................................................. 6885 Notice from the Office of the Secretary ..................... 6888 Notice from the Office of the Secretary with Amended Amended Statement of Allegations ........... 6889 Waverley Corporate Financial Services Ltd. Notice of Hearing – s. 8(4) ........................................ 6885 Notice from the Office of the Secretary ..................... 6886 Yanaky, Daniel William Notice from the Office of the Secretary ..................... 6888 Reasons and Decision .............................................. 6958 Zhong, Hong Liang Notice from the Office of the Secretary ..................... 6886 Order – ss. 127(1), 127(10) ....................................... 6907 Reasons and Decision .............................................. 6941

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