OSC Bulletin

The Ontario Securities Commission

OSC Bulletin

August 6, 2020

Volume 43, Issue 32

(2020), 43 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)

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Table of Contents

Chapter 1 Notices ...... 6179 Chapter 5 Rules and Policies ...... (nil) 1.1 Notices ...... 6179 1.1.1 CSA Notice of Amendments to National Chapter 6 Request for Comments ...... 6273 Instrument 45-106 Prospectus Exemptions 6.1.1 Proposed Amendments to OSC Rule 48-501 and National Instrument 31-103 Registration Trading During Distributions, Formal Bids Requirements, Exemptions and Ongoing and Share Exchange Transactions and Registrant Obligations and Changes to Proposed Changes to Companion Policy Companion Policy 45-106CP Prospectus 48-501CP – Request for Comments ...... 6273 Exemptions and Companion Policy 31-103CP Registration Requirements, Exemptions and Chapter 7 Insider Reporting ...... 6291 Ongoing Registrant Obligations relating to Syndicated Mortgages ...... 6179 Chapter 9 Legislation ...... (nil) 1.1.2 CSA Staff Notice 11-342 Notice of Local Amendments and Changes Chapter 11 IPOs, New Issues and Secondary in Certain Jurisdictions ...... 6218 Financings ...... 6343 1.1.3 OSC Notice of General Order – Ontario Instrument 45-506 Start-Up Crowdfunding Chapter 12 Registrations ...... 6351 Registration and Prospectus Exemptions 12.1.1 Registrants ...... 6351 (Interim Class Order) ...... 6227 1.2 Notices of Hearing ...... (nil) Chapter 13 SROs, Marketplaces, 1.3 Notices of Hearing with Related Clearing Agencies and Statements of Allegations ...... (nil) Trade Repositories ...... (nil) 1.4 Notices from the Office 13.1 SROs ...... (nil) of the Secretary ...... 6229 13.2 Marketplaces ...... (nil) 1.4.1 Coinsquare Ltd. et al...... 6229 13.3 Clearing Agencies ...... (nil) 1.4.2 Majd Kitmitto et al...... 6229 13.4 Trade Repositories ...... (nil) 1.5 Notices from the Office of the Secretary with Related Chapter 25 Other Information ...... (nil) Statements of Allegations ...... (nil) Index ...... 6353 Chapter 2 Decisions, Orders and Rulings ...... 6231 2.1 Decisions ...... 6231 2.1.1 Auxly Cannabis Group Inc. and AltaCorp Capital Inc...... 6231 2.2 Orders...... 6237 2.2.1 Ontario Instrument 45-506 Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order) ...... 6237 2.2.2 Majd Kitmitto et al...... 6266 2.3 Orders with Related Settlement Agreements ...... (nil) 2.4 Rulings ...... (nil)

Chapter 3 Reasons: Decisions, Orders and Rulings ...... 6267 3.1 OSC Decisions ...... 6267 3.1.1 Coinsquare Ltd. et al. – ss. 127, 127.1 ...... 6267 3.2 Director’s Decisions ...... (nil)

Chapter 4 Cease Trading Orders ...... 6271 4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders ...... 6271 4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders ...... 6271 4.2.2 Outstanding Management & Insider Cease Trading Orders ...... 6271

August 6, 2020 (2020), 43 OSCB

Chapter 1

Notices

1.1 Notices

1.1.1 CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions and National Instrument 31- 103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and Changes to Companion Policy 45-106CP Prospectus Exemptions and Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations relating to Syndicated Mortgages

CSA Notice of

Amendments to National Instrument 45-106 Prospectus Exemptions and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

and

Changes to Companion Policy 45-106CP Prospectus Exemptions and Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations

relating to Syndicated Mortgages

August 6, 2020

Introduction

The Canadian Securities Administrators (the CSA or we) are making the following amendments and changes relating to syndicated mortgages (collectively, the Amendments):

• National Instrument 45-106 Prospectus Exemptions (NI 45-106) and National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103); and

• Companion Policy 45-106CP Prospectus Exemptions (45-106CP) and Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations

The Amendments were originally published for comment on March 8, 2018 (the 2018 Proposal) and revised proposals were published for a second comment period on March 15, 2019 (the 2019 Proposal).

Substance and Purpose

The Amendments include changes to certain prospectus and registration exemptions available for the distribution of syndicated mortgages, including the following:

• removing the prospectus and registration exemptions under sections 2.36 of NI 45-106 and 8.12 of NI 31-103 (the Mortgage Exemptions) respectively for the distribution of syndicated mortgages in Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Yukon;1

• introducing additional requirements to the offering memorandum prospectus exemption under section 2.9 of NI 45-106 (the OM Exemption) that will apply when the exemption is used to distribute syndicated mortgages; and

• amending the private issuer prospectus exemption under section 2.4 of NI 45-106 (the Private Issuer Exemption) so that it is not available for the distribution of syndicated mortgages.

1 Syndicated mortgages are already excluded from the Mortgage Exemptions in Alberta, British Columbia, Manitoba, New Brunswick, Québec and Saskatchewan.

August 6, 2020 (2020), 43 OSCB 6179

Notices

Summary of Changes to the 2018 Proposal

We received 26 comment letters in response to the 2018 Proposal.

As a result of the comments:

• Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador proposed dealer registration and prospectus exemptions, and Alberta and Québec proposed a prospectus exemption, for qualified syndicated mortgages, similar to the exemptions already available in British Columbia under British Columbia Rule 45- 501 Mortgages (BCI 45-501);

• Alberta proposed a prospectus exemption for syndicated mortgages distributed to permitted clients similar to the prospectus exemption for distributions of syndicated mortgages to “institutional investors” under BCI 45- 501;

• we proposed changes to the Amendments related to the OM Exemption, including:

o changing the date of a property appraisal to be within 6 months preceding the date the appraisal is delivered to the purchaser instead of 12 months;

o eliminating the proposed mortgage broker certificate; and

o providing additional guidance as to the identity of the issuer of a syndicated mortgage; and

• we changed the proposed effective dates so that all the amendments will come into effect at the same time, instead of having the prospectus-related amendments come into effect before the registration-related amendments.

These proposed changes were published for comment in the 2019 Proposal and are substantially included in the Amendments.

Summary of Changes to the 2019 Proposal

We received 11 comment letters in response to the 2019 Proposal. The comments are summarized in Annex A to this notice.

The Amendments are substantially the same as the 2019 Proposal. As a result of the comments:

• we clarified the definition of a professional association;

• we included additional examples of potential risk factors in the instructions to Item 3 of Form 45-106F18 Supplemental Disclosure for Syndicated Mortgages (Form 45-106F18);

• we revised Item 7 of Form 45-106F18 to include disclosure of the potential subordination of the syndicated mortgage and to clarify the calculation of the loan-to-value ratio;

• we changed the effective date to March 1, 2021; and

• certain jurisdictions are proposing additional changes to their local exemptions for syndicated mortgages, as described in Annex F for those jurisdictions.

Impact on Investors

Investors in syndicated mortgages who purchase under the OM Exemption will be entitled to enhanced disclosure relating to their investment. We anticipate that this additional disclosure would result in more informed investment decisions and enable registrants involved in the distribution to better fulfil their obligations related to the distribution.

Investors will also benefit from the protections associated with the involvement of a registrant in the distribution in all jurisdictions.

Anticipated Costs and Benefits of the Amendments

The anticipated costs and benefits of the Amendments are expected to be substantially the same as described in the March 2018 Proposal. In those jurisdictions that are adopting local amendments or changes, including an exemption for qualified syndicated mortgages, Annex F may contain further discussion.

August 6, 2020 (2020), 43 OSCB 6180

Notices

Alternatives Considered

We considered adopting the 2019 Proposal in the original form as well as the alternatives suggested by the commenters as detailed in Annex A.

Local Matters

Annex F is being published in any local jurisdiction that is proposing related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It may also include additional information that is relevant to that jurisdiction only.

In some jurisdictions, ministerial approvals are required for the implementation of the Amendments. Provided all ministerial approvals are obtained, the Amendments will come into force on March 1, 2021.

Annexes

Annex A – Summary of Comments and Responses

Annex B – Amendments to National Instrument 45-106 Prospectus Exemptions

Annex C – Changes to Companion Policy 45-106CP Prospectus Exemptions

Annex D – Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

Annex E – Changes to Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations

Annex F – Local Matters

Questions

Please refer your questions to any of the following:

Ontario Securities Commission

David Surat Senior Legal Counsel, Corporate Finance 416.593.8052 [email protected]

Matthew Au Senior Accountant, Corporate Finance 416.593.8132 [email protected]

Melissa Taylor Legal Counsel, Corporate Finance 416.596.4295 [email protected]

Paul Hayward Senior Legal Counsel, Compliance and Registrant Regulation 416.593.8288 [email protected]

Adam Braun Legal Counsel, Compliance and Registrant Regulation 416.593.2348 [email protected]

August 6, 2020 (2020), 43 OSCB 6181

Notices

Alberta Securities Commission

Lanion Beck Senior Legal Counsel 403.355.3884 [email protected]

Jan Bagh Senior Legal Counsel 403.355.2804 [email protected]

Autorité des marchés financiers

Alexandra Lee Senior Policy Adviser 514.395.0337, ext. 4465 [email protected]

British Columbia Securities Commission

Leslie Rose Senior Legal Counsel, Corporate Finance 604.899.6654 [email protected]

Financial and Consumer Affairs Authority of Saskatchewan

Mikale White Legal Counsel, Securities Division 306.798.3381 [email protected]

Financial and Consumer Services Commission, New Brunswick

Ella-Jane Loomis Senior Legal Counsel, Securities 506.453.6591 [email protected]

Manitoba Securities Commission

Sarah Hill Legal Counsel 204.945.0605 [email protected]

Nova Scotia Securities Commission

H. Jane Anderson Executive Director and Secretary to the Commission 902.424.0179 [email protected]

August 6, 2020 (2020), 43 OSCB 6182

Notices

ANNEX A

SUMMARY OF COMMENTS AND RESPONSES

Commenter

Appraisal Institute of Canada (Keith Lancastle)

The Canadian Advocacy Council for Canadian CFA Institute Societies

Canadian Foundation for Advancement of Investor Rights (Ermanno Pascutto and Vanisha Sukdeo)

Firm Capital Corporation (Eli Dadouch)

Foremost Financial Corporation (Evan Cooperman and Ricky Dogon)

MarshallZehr Group (Murray Snedden)

Ontario Mortgage Investment Companies Association (Adam Rose, Ricky Dogon and Robert Trager)

Ordre des évaluateurs agréés du Québec2

The Private Capital Markets Association (Craig Skauge, Diane Soloway, Frank Laferriere and Georgina Blanas)

PMC Funding (Stephen Lidsky)

Vector Financial Services Limited (Mitchell Oelbaum)

Number Comment Response

Support for the objectives of the proposed amendments

1. Six commenters support the general goals of enhancing We thank the commenters for their support and investor protection and increasing harmonization in the input. regulation of syndicated mortgages. One commenter applauds the efforts of the CSA and its provincial partners in closing the gaps in syndicated mortgage- related investments in order to protect the public and mitigate risks related to mortgage fraud. One commenter agrees entirely with the underlying goals of the project to introduce additional investor protections related to the distribution of syndicated mortgages.

2 Submitted in connection with the initial March 8, 2018 publication for comment.

August 6, 2020 (2020), 43 OSCB 6183

Notices

Number Comment Response

2. One commenter acknowledges the need for increased Addressing concerns with the inappropriate oversight of companies placing investors in loans that distribution of high-risk investments in development were not appropriate for them but thinks that the new projects under the existing prospectus and requirements should be limited to “equity financings” registration exemptions for mortgages is one of the without affecting private mortgage syndicators. purposes for undertaking this project. However, the primary rationale for the changes is to substantially harmonize the requirements for syndicated mortgages across the CSA.

In Ontario, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island and Yukon, excluding syndicated mortgages from the registration and prospectus exemptions for mortgages will align the treatment of these investments with the requirements that currently exist in Alberta, British Columbia, Manitoba, New Brunswick, Québec and Saskatchewan.

3. One commenter notes that the public policy objective of We thank the commenter for its support and input. the project to protect investors/lenders and avoid With respect to the exemptions for qualified systemic risk that would result from syndicating equity syndicated mortgages in certain jurisdictions, we style investments disguised as mortgage debt is are comfortable that these exemptions have been commendable. The commenter supports this objective limited to mortgages that do not have the same because it is good corporate practice and it is clearly in investor protection concerns as the investments the long-term strategic interest of having a functioning that the project is intended to focus on. marketplace for the industry that addresses proper credit adjudication tailored to investors’ risk tolerance. However, the commenter believes that absent amendments to expand the definition of qualified syndicated mortgage, the proposals will lead to a decrease in credit availability and have negative effects.

Participation of retail investors

4. One commenter suggests, in the context of the current We acknowledge that there are concerns with non- Ontario mortgage legislation, that retail investors should qualified syndicated mortgages being offered to be precluded entirely from investing in non-qualified retail investors that do not qualify as accredited syndicated mortgages. investors. However, we do not believe that it is appropriate to exclude these offerings entirely. The additional requirements under the offering memorandum prospectus exemption are intended to address the investor protection concerns that could arise when these products are marketed to retail investors.

The other prospectus exemption that we expect may be used to sell non-qualified syndicated mortgages to retail investors is the family, friends and business associates prospectus exemption. Under this exemption, the requirement for a close relationship between the issuer and the purchaser is intended to ensure that retail investors are better equipped to assess the risk of the investment. In addition, the required report of exempt distribution will allow securities regulators to monitor the use of the family, friends and business associates exemption for syndicated mortgages.

August 6, 2020 (2020), 43 OSCB 6184

Notices

Number Comment Response

5. One commenter suggests that the existing annual limit In Ontario, we expect that many of the specific on investments in non-qualified syndicated mortgages requirements related to non-qualified syndicated under Ontario mortgage legislation of $60,000 per year mortgages under mortgage legislation, including the for non-designated class investors effectively precludes $60,000 limit, will not be continued after the an investor from investing in industrial or commercial effective date of the amendments. first mortgages because the amounts are larger than $60,000 and the requirements to syndicate are too Investment limits may apply under the terms of the onerous. The commenter suggests that the limit specific prospectus exemption relied on, such as exposes investors to greater risk by limiting them to the offering memorandum exemption in some private mortgages of less than $60,000. jurisdictions. In addition, registrants involved in an offering of syndicated mortgages will be subject to standards regarding suitability and concentration of investments under their obligations to clients.

Risks of syndicated mortgages and comparisons to other securities

6. Four commenters suggest that syndicated mortgages One of the primary purposes of the amendments in are being mischaracterized as high-risk investments Ontario, Newfoundland and Labrador, the and that they should not be treated differently than Northwest Territories, Nova Scotia, Nunavut, Prince other securities. Edward Island and Yukon is to harmonize the requirements for syndicated mortgages with the rest of the CSA.

We believe that specific requirements for syndicated mortgages under the offering memorandum prospectus exemption are appropriate given that this exemption is generally associated with sales to retail investors. In addition, we do not believe that it is appropriate for these products to be offered under the private issuer prospectus exemption. Syndicated mortgages offered under other exemptions, such as the accredited investor prospectus exemption, will be subject to the same requirements as other securities offered under these exemptions. Transition period

7. One commenter suggests that the proposed effective The effective date of the amendments has been date of December 31, 2019 for the changes to both the changed to March 1, 2021 to provide additional registration and prospectus exemptions for mortgages time for market participants. does not provide enough time for market participants and that the registration-related changes should be delayed for a further year to December 31, 2020.

8. One commenter notes that there needs to be enough We acknowledge that market participants will time for the existing providers and participants of this require time to adjust to the removal of exemptions type of financing to adjust to the new licensing and that are currently available for the distribution of regulatory regime. Existing financing commitments with syndicated mortgages in Ontario, Newfoundland ongoing funding requirements are difficult to change and Labrador, the Northwest Territories, Nova halfway through the term of the mortgage and putting a Scotia, Nunavut, Prince Edward Island and Yukon. borrower into default because they are unable to meet The requirements will apply only to syndicated the new standards only exposes the lender participants mortgages distributed after the effective date of the to increased risks. amendments and any existing mortgages will be unaffected. However, future advances of funds from existing lenders will be subject to the availability of alternative prospectus exemptions for retail investors who do not qualify as accredited investors.

August 6, 2020 (2020), 43 OSCB 6185

Notices

Number Comment Response Compliance

9. One commenter suggests that the regulatory As is already the case in Alberta, British Columbia, compliance mechanisms should be increased to make Manitoba, New Brunswick, Québec and sure that those involved with providing investments in Saskatchewan, the oversight of syndicated syndicated mortgages are complying with the rules and mortgages will fall within the scope of our existing are not misleading investors. Resources within the CSA prospectus exempt market compliance and and OSC should be allocated to encourage compliance enforcement programs. All jurisdictions expect that and enforcing the rules applicable to syndicated information provided through reports of exempt mortgage investments once in place. distribution will be helpful in monitoring activity relating to syndicated mortgages.

Multiple regulators for syndicated mortgages

10. Five commenters suggest that a single regulator should The commenters refer primarily to the existing state oversee all mortgage capital raising activities, of regulation in Ontario. Please refer to Annex F in regardless of the characteristics of the mortgage and Ontario for a discussion of the anticipated changes whether it is done by syndication or in a fund structure. to local regulation.

As discussed above, syndicated mortgages are currently subject to regulation by the securities regulatory authority in Alberta, British Columbia, Manitoba, New Brunswick, Québec and Saskatchewan. We note that investments in mortgages through a fund structure or a mortgage investment entity are currently regulated in the same manner as any other security and are subject to the prospectus and registration requirements in all jurisdictions. 11. Four commenters suggest that dual regulation will We note that dual regulation of syndicated result in duplication of licensing, insurance costs and mortgages currently exists in several Canadian working capital requirements and administration costs. jurisdictions. The Amendments reflect the view that The commenters suggest that multiple regulators are distributions of syndicated mortgages should be inconsistent with a reduction in regulatory burden. regulated by the securities regulatory authorities, because these investments are securities and potential investor protection concerns are present. The CSA will continue to work with local mortgage regulators to eliminate areas of overlap and duplication where possible.

12. One commenter supports ongoing efforts to collaborate We acknowledge the importance of collaboration with other provincial regulators (such as the Financial and minimizing duplicative regulation. Services Regulatory Authority of Ontario), and believes focus should be given to reducing duplicative regulation as it relates to mortgage activities.

13. Four commenters note that investors frequently Removal of syndicated mortgages from the participate in both fund products and mortgage prospectus and registration exemption for syndication. The commenters are concerned that there mortgages in Ontario, Newfoundland and Labrador, would be duplication in KYC and suitability procedures the Northwest Territories, Nova Scotia, Nunavut, and an obligation to complete different forms. The Prince Edward Island and Yukon will mean that in commenters suggest that different requirements for all jurisdictions, syndicated mortgages will be syndicated mortgage investments and mortgage fund regulated in substantially the same way as investments may create investor confusion. distributions of other mortgage-related securities. As such, the requirements across different products will be harmonized.

August 6, 2020 (2020), 43 OSCB 6186

Notices

Number Comment Response 14. Four commenters also note that a potential for We understand this comment to pertain to the regulatory arbitrage is created if there are differences in regulation of parties that deal in or advise on licensing proficiencies and ongoing regulatory syndicated mortgages. As stated elsewhere, this obligations. Alternatively, if the requirements are project proposes, among other things, to exclude similar, the value of involving different regulators is syndicated mortgages from the registration questionable. exemption that is currently available in Ontario, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island and Yukon. Generally, the involvement of a party registered under securities legislation is an important protection for investors, particularly if the syndicated mortgage is high-risk and has complicated terms.

We also note that there does not appear to be any confusion in Alberta, British Columbia, Manitoba, New Brunswick, Québec and Saskatchewan, where the registration exemption for mortgages already excludes syndicated mortgages (and as a result the securities regulators regulate parties that deal in or advise on syndicated mortgages).

15. Four commenters suggest that a single regulator would We acknowledge that a single regulator could provide a better basis for harmonization. The potentially result in less burden on regulated commenters note that fragmenting regulatory oversight entities. The changes will substantially harmonize between securities regulators and mortgage regulators the securities law requirements for syndicated in each jurisdiction is complicated and creates mortgages nationally. However, there will continue difficulties for national adoption. to be local differences because jurisdictions have different approaches to mortgage legislation.

Definitions of syndicated mortgage, qualified syndicated mortgage and non-qualified syndicated mortgage

16. Four commenters suggest that the definition of qualified The definition of qualified syndicated mortgage in syndicated mortgage in Ontario should be amended to Ontario, Alberta, New Brunswick, Nova Scotia and adopt a provision to specifically permit administrators’ Québec does not preclude charging fees to fees in a similar manner as the definition under British investors. Certain jurisdictions have proposed Columbia Securities Commission Instrument 45-501. changes to the local definition of qualified syndicated mortgages to clarify this matter. Please refer to Annex F for those jurisdictions.

August 6, 2020 (2020), 43 OSCB 6187

Notices

Number Comment Response

17. Four commenters suggest that the definition of qualified In Ontario, Alberta, New Brunswick, Nova Scotia syndicated mortgage should include any syndicated and Québec, the rationale for the exemptions for mortgage that: qualified syndicated mortgages is that they are not expected to present significant investor protection • is negotiated or arranged through a mortgage concerns and do not require the investor to be able broker; to understand the business of the borrower in order to make an investment decision. Accordingly, the • the total debt, together with all other debt definition is limited to existing properties that are secured against the property that has equal or primarily residential. greater priority does not exceed 90% of the fair market value of the property, excluding The above jurisdictions do not agree that a any value that may be attributed to proposed definition that would include development projects, or pending development of the property; or commercial and industrial properties, is appropriate. • aside from reasonable administration fees, has a rate of interest payable under the mortgage In addition, it is not necessary to require that the that is equal to the rate of interest payable mortgages be negotiated by or arranged through a under the debt obligation; and mortgage broker as an element of the definition of qualified syndicated mortgage, because the • does not pay commissions to source the involvement of a registered mortgage broker is capital to fund the mortgage, where the result required as a condition of the exemptions for is that less than 100% of lender/ investor qualified syndicated mortgages. capital is used to fund the mortgage. The exemptions for qualified syndicated mortgages do not preclude fees being charged, as long as they are disclosed to the investor. 18. One commenter suggests that the category of non- The fact that syndicated mortgages include a wide qualified syndicated mortgages includes many types of range of types of investments, with potentially investments that should be regulated differently. For different characteristics, supports removing them example, the commenter notes that construction and from the general prospectus and registration development financing raise different concerns than exemptions for mortgages, in Ontario, financing of stabilized assets, raw land or residential Newfoundland and Labrador, the Northwest properties and should be treated differently. The Territories, Nova Scotia, Nunavut, Prince Edward commenter notes that the multiple funding draws Island and Yukon. involved in construction financing raise unique issues that are not present for mortgages on existing properties.

19. One commenter suggests that any syndicated The narrow definition of qualified syndicated mortgage that is not for a development project of 5 or mortgages is deliberate. They are intended to be more units should be a qualified syndicated mortgage. secured by a more straightforward type of existing The commenter also suggests that only loans where property (primarily residential). It is not appropriate the future value of the property is projected to be that the definition be broadened to include other something different than the current value or loans types of property or projects, such as development where the lender’s priority can change without their projects or commercial or industrial property. knowledge or consent should be excluded from being a Please refer to Annex F for details regarding the qualified syndicated mortgage. specific terms of the applicable definition of qualified syndicated mortgage.

20. One commenter suggests that there is no reason to Investments in properties that are primarily consider commercial or industrial properties as riskier commercial or industrial are more likely to require investments than residential properties and questions an understanding of the risks relating to an their exclusion from the definition of a qualified operating business and have not been included in syndicated mortgage. the definition of qualified syndicated mortgage for this reason.

21. One commenter suggests that small construction As noted by commenters, there are complexities projects, such as infill homes or renovations, should not associated with development projects. Accordingly, be excluded from being a qualified syndicated development projects, even of a small number of mortgage, because these are not speculative units, should not be included in the definition of development projects that may never be built. qualified syndicated mortgage.

August 6, 2020 (2020), 43 OSCB 6188

Notices

Number Comment Response

22. One commenter suggests allowing mortgage The definition of syndicated mortgage is an existing brokerages who are not syndicating equity or high-risk definition that is used in securities legislation, debt investments to be regulated by one regulator. The including NI 45-106 and NI 31-103. In addition, the commenter also suggests adopting the following current definition of syndicated mortgage definitions of “syndicated mortgage” and “qualified corresponds with the ordinary meaning of the term syndicated mortgage”: and it would not be appropriate to define the security by reference to the type of potential “syndicated mortgage” should be defined as a investors. mortgage debt investment that a mortgage brokerage would allocate to more than one investor who is not We note that the classes of investors that are referred to by the commenter substantially (i) a regulated financial institution; correspond to the investors that would be able to purchase a syndicated mortgage under the (ii) public reporting issuers; accredited investor prospectus exemption or the family, friends and business associates prospectus (iii) pooled mortgage funds, mortgage corporation exemption. or mutual fund trust that have a board of directors approving investments; and As discussed above, it is not appropriate to include all syndicated mortgages, other than the highest- (iv) board of directors, members of management, risk investments, within the definition of qualified employees and related parties, including syndicated mortgage because some of these related corporate entities to individuals investments are more appropriately regulated in the affiliated with the mortgage brokerage and to same manner as other securities offered in the the entities under (i), (ii), and (iii). prospectus exempt market.

“qualified syndicated mortgage” should be defined as not being a non-qualified syndicated mortgage. The commenter suggests that this term should include a syndicated mortgage investment that for all intents and purposes represents the required equity for a real estate development that has been disguised and treated as mortgage debt security, if a mortgage brokerage has been paid a commission to solicit investors.

23. One commenter notes that there will be differences in We acknowledge that there will be differences in the exemptions for qualified syndicated mortgages the exemptions for qualified syndicated mortgages across the country as a result of the differences in due, in part, to differences in provincial mortgage provincial mortgage regulation. They encourage the legislation and the manner in which mortgage CSA to seek harmonization of prospectus exemptions investments are overseen in the different whenever possible to help ease the compliance burden jurisdictions. However, the definitions of qualified on issuers and improve understanding of the exempt syndicated mortgages are substantially market amongst investors. harmonized.

August 6, 2020 (2020), 43 OSCB 6189

Notices

Number Comment Response Reports of Exempt Distribution

24. Four commenters suggest that the administrative The requirement to file a report of exempt burden of complying with the requirement to file reports distribution in connection with the use of certain of exempt distribution for the distribution of syndicated prospectus exemptions is a routine and mortgage investments is a significant financial and longstanding requirement of securities law in administrative cost. These commenters also request Canada. clarification as to why the timing of the filing of a report of exempt distribution is outside the scope of this Generally, we do not see any policy reason to treat project. the distribution of syndicated mortgage investments differently from distributions of other types of investments, such as investments in mortgage investment entities, real estate investment trusts and investment entities that invest in real estate development projects.

The report of exempt distribution provides Canadian securities regulators with important information about financing activities being conducted in their jurisdictions and serves an important investor protection function in that it allows the securities regulators to monitor the use of these exemptions for compliance with the securities law requirements.

The CSA is considering potential changes to the timing for the filing of reports of exempt distribution as a separate initiative.

Please refer to Annex F for details regarding additional exemptions in certain jurisdictions that do not require reports of exempt distribution.

25. Four commenters note that construction mortgages We note that multiple draws are a feature of many have different draws and different investors participate types of offerings in the prospectus exempt market at each stage, which could trigger multiple reports of and are not aware of any reason to treat the timing exempt distribution. of the filing of a report of exempt distribution for a syndicated mortgage investment differently from other types of investments, such as investments in mortgage investment entities, real estate investment trusts and investment entities that invest in real estate development projects.

August 6, 2020 (2020), 43 OSCB 6190

Notices

Number Comment Response

26. Four commenters suggest that: We thank the commenters for these suggestions. We note that depending on the structure of the • Construction mortgages should require one transaction, subsequent advances of funds under a filing at an initial funding and subsequent mortgage may constitute a new distribution of advances should not trigger additional reports securities and trigger a report of exempt of exempt distribution. distribution.

• Reports of exempt distribution should be filed We confirm that issuers are free to disclose all on a monthly basis and reflect all activities in distributions made in a 10-day period in a single the month. report under the current requirements.

• If the 10-day filing timeline is maintained, In most CSA jurisdictions, a distribution of a non- issuers should be able to batch all activities in qualified syndicated mortgage to an accredited the 10-day period into a single report. investor will trigger a report of exempt distribution, including investors that are permitted clients as • The filing fees should be reduced. defined in NI 31-103. However, this is not required in certain jurisdictions as described in Annex F for • Trades involving permitted investors should those jurisdictions. not trigger a report of exempt distribution.

Identifying the issuer of a syndicated mortgage

27. Four commenters suggest that establishing the issuer We note that the need to determine who is the of a syndicated mortgage remains unclear and further issuer of a debt security is not a new obligation, as clarification should be provided. issuers and other market participants have needed to identify the issuer of a debt security under other prospectus exemptions for purposes such as filing reports of exempt distribution.

We recognize that there may be a variety of industry practices in terms of how syndicated mortgages are structured and offered to investors and we have included the guidance in section 3.8 of the Companion Policy to NI 45-106 to assist market participants in this regard.

If a market participant is having difficulty in identifying the issuer of a syndicated mortgage in connection with a particular transaction, we recommend that they consult with CSA staff in their jurisdiction.

CSA staff have established and regularly consult with various advisory committees in relation to issues of concern to market participants and are willing to consult with mortgage industry market participants if there is a continuing concern on this point.

CSA staff may also publish staff guidance in the form of frequently asked questions if we continue to receive questions on this point.

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Number Comment Response Exemptions for mortgage funds and sophisticated investors

28. Four commenters suggest that mortgage funds and To the extent that a mortgage fund or a sophisticated syndicated mortgage investors do not sophisticated mortgage investor meets the need additional protections and a specific prospectus definition of “accredited investor” in section 1.1 of exemption should be provided for these investors. NI 45-106 or section 73.3 of the Securities Act (Ontario), an issuer may distribute a syndicated mortgage to such an investor in reliance on the accredited investor prospectus exemption.

Certain jurisdictions are proposing local exemptions that may apply to the types of investors identified by the commenters. Please refer to the applicable Annex F for additional details.

Appraisals

29. Two commenters support the change to the proposed We thank the commenters for their support and appraisal requirement under the offering memorandum input. exemption that would require an issuer to deliver an appraisal that was prepared within 6 months of the date it is delivered to a prospective purchaser, instead of within 12 months, because markets can change drastically in a short period of time.

30. One commenter suggests consideration of whether a We changed the requirement for an appraisal to new appraisal should be triggered if there is an event value the property as of a date that is within 6 that has a material adverse impact on the value of the months of the date that the appraisal is delivered to property. the purchaser from the original proposal of 12 months to address potential changes in the value of a property.

In addition, an event that has a material adverse impact on the value of the property related to a syndicated mortgage would likely be a material fact that is required to be disclosed to potential investors. The offering memorandum prospectus exemption requires that the offering memorandum not contain a misrepresentation, including a misrepresentation by omission. An issuer would not be able to continue to rely on the exemption to distribute securities if the appraised value disclosed under item 8 of Form 45-106F18 in the offering memorandum materially misstated the value of the property.

31. One commenter suggests that the requirement under Once disclosed, investors will be able to assess the subsection 2.9(19.3) of NI 45-106 to disclose the risks and limitations associated with the material factors or assumptions used to determine any assumptions used. The other requirements of value other than the appraised value, should also subsection (19.3) such as the requirement to require a description of the inherent risks and limitations disclose the fair market value set out in the of the assumptions relied upon. appraisal, and the independence or lack of independence of the party that determined the value put forward by the issuer, will allow investors to make an informed investment decision.

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Number Comment Response

32. One commenter suggests that the proposed appraisal There is no prohibition on updating appraisals as requirement overstates the importance of an “as is” frequently as desired. In addition, alternative values valuation in construction or development projects. The may be provided under the offering memorandum commenter suggests that a more comprehensive prospectus exemption provided that certain leverage schedule that reflects the value-added requirements are met. activities over the course of the project would be more appropriate than a simple loan-to-value ratio based on the current value.

33. One commenter notes that for mortgage defaults for We note that there is no limitation that would uncompleted construction or development projects, prevent additional distributions to raise additional liquidating the project is not likely in the best interests of financing for distressed projects. However, if the the mortgage investors, because it will come with a issuer is relying on the offering memorandum significant discount that cannot be determined in prospectus exemption, it would likely be required to advance. The commenter suggests there should be a provide an amended offering memorandum to the mechanism that allows existing investors to advance new investors and satisfy the appraisal further funds to complete the project. requirement.

Qualified appraiser

34. One commenter suggests that qualified appraisers We expect that professional associations will set should be required to have professional liability standards for their members regarding appropriate insurance appropriate to the valuation assignment. liability insurance. We do not see this as a function of securities regulation.

Professional association

35. One commenter suggests that the element of the We have revised the definition to require that the definition of “professional association” that a professional association have the ability to suspend professional association “disciplines, suspends or or expel a member. expels its members if misconduct occurs” may be too narrow. They suggest a change to refer instead to “having the power to discipline, suspend or expel its members if it becomes aware that misconduct has occurred.”

36. One commenter notes that, in Québec, a professional We have broadened the language used in the order is different than a professional association definition of professional association to make it because orders are delegated a public mandate by the clear that a professional order may be included. As Minister of Justice. The commenter suggested adding a indicated in the proposed guidance included in the specific reference to professional orders to the prior Companion Policy to NI 45-106, we consider that version of the proposed definition of professional l’Ordre des évaluateurs agréés du Québec falls association. within the definition of a professional association.

Independence

37. One commenter notes that proposed subsection The current interpretation of independence is 2.9(19) of NI 45-106 states that: “For the purposes of consistent with the interpretation of independence subsections (19.1) and (19.3), a qualified appraiser is under National Instrument 43-101 Standards of independent of an issuer of a syndicated mortgage if Disclosure for Mineral Projects and National there is no circumstance that, in the opinion of a Instrument 51-101 Standards of Disclosure for Oil reasonable person aware of all the relevant facts, could and Gas Activities. The test for independence has interfere with the qualified appraiser’s judgment generally worked well under those instruments and regarding the preparation of an appraisal for a additional examples do not appear to be necessary. property.” They suggest explicitly referring to circumstances which could reasonably be perceived to potentially interfere with the appraiser’s judgment.

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Number Comment Response

38. One commenter recommends expanding the proposed We agree that additional services provided by the guidance in subsection 3.8(13) of the Companion Policy valuation firm or services provided by a related to NI 45-106 on determining independence to include entity could be circumstances that would disqualify additional relationships that could compromise a qualified appraiser from being independent. The independence, such as whether additional services are examples provided in the Companion Policy provided by the valuation firm or services are provided guidance are not exhaustive and are consistent by a related entity. with the guidance provided in other instruments.

Audited financial statements

39. One commenter questions the value of audited financial We note that audited financial statements are statements for distributions of syndicated mortgages required to be provided only for syndicated given the following: mortgages distributed under the offering memorandum exemption. We do not see any • Lenders are primarily asset-based and reason why syndicated mortgages should be focused on the value of the security supporting treated differently than other securities distributed the mortgage. under this exemption. For distributions under other exemptions, such as the accredited investor • Additional value gained from an audit may be exemption, the issuer has the flexibility to determine limited, particularly if the borrower is a newly what disclosure will be provided to satisfy the created special purpose vehicle. The requirements of prospective investors. requirement could lead to structuring to limit the borrowers that are party to the loan and the security for the mortgage.

• Audited financial statements are not required where the lenders are OSFI-regulated entities, which erodes the competitive position of non- bank lenders.

• IFRS financial statements may be overly burdensome since most companies use accounting standards for private enterprises.

Proposed Form 45-106F18 Supplemental Offering Memorandum Disclosure for Syndicated Mortgages (Form 45-106F18)

40. One commenter notes that the addition of Form 45- Item 3 of Form 45-106F18 requires a bold 106F18 is useful because it requires the addition of statement concerning the risk of syndicated disclosure of the speculative nature of an investment in mortgages together with a description of any risk a syndicated mortgage. However, they are concerned factors associated with the offering. that the risk disclosure does still not go far enough because many retail investors lack sufficient financial literacy to be proficient in financial matters associated with investments in syndicated mortgages. They suggest that there should be clear instructions and notations about the risks involved in investing in syndicated mortgages. 41. One commenter suggests that subsection (1) of Item 2 We note that an obligation to advance future of proposed Form 45-106F18, which requires payments in connection with an investment is a disclosure of the period over which funds will be raised material term that would be required to be disclosed and the factors that determine when they will be raised, in an offering memorandum used under the offering should also require disclosure of committed capital memorandum prospectus exemption, regardless of amounts, as well as a prior cash call schedule, if the specific nature of the security offered. ongoing capital raises include progress draw mortgages Accordingly, a specific requirement for syndicated or investments subject to cash calls. The commenter mortgages is not necessary. However, we agree notes that such disclosure is consistent with suggested that it may be appropriate for a dealer to stress the client reporting practices as set out in ASC Notice 33- potential impact of future cash calls in client 705 Exempt Market Dealer Sweep, May 10, 2017 (ASC disclosure and discussions regarding the suitability Notice 33-705) under the heading “Reporting to of an investment. Clients”.

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Number Comment Response

42. One commenter suggests adding mandatory disclosure We note that the examples of the potential risk of additional items about the mortgage and loan terms factors described in the instructions to Item 3 of as well as disclosure of related risks and potential Form 45-106F18 are not exhaustive and issuers mitigation efforts. are required to disclose all material risk factors. We have added additional examples corresponding to The commenter suggests that additional risk-related certain of the suggested risk factors. disclosure is needed because issuers may engage in high credit risk transactions such as unsecured lending We also note that the Amendments are aimed at and lending that involves high interest rate spreads syndicated mortgages, which are secured against over risk-free bond rates. real property. The amendments are not intended to address unsecured lending or other debt products.

43. One commenter proposes an explicit requirement to Conflicts of this nature are addressed in Item 16 of state any connection or relationship under Item 4 Form 45-106F18. [Administration of the Mortgage] of proposed Form 45- 106F18, in addition to the qualifications of the service provider. If any known conflicts of interest or operational risks exist, such as those that may relate to the servicing of the loan, they can be disclosed here in addition to the risk disclosure section under Item 3.

44. One commenter suggests that the description of the We expect that a current valuation prepared by a property in Item 6 of proposed Form 45-106F18 should qualified appraiser will include adequate disclosure include disclosure for any past material adjustments to regarding the material factors and assumptions valuations of the property and the reasons for such underlying the valuation, including a discussion of adjustments. These material adjustments may occur for changes in value if appropriate. We have not made various reasons, including changes in the valuation firm the proposed change in order to avoid any potential or changes to the underlying assumptions (i.e., cap conflicts with the standards prescribed by the rate/discount rates) used. applicable professional association.

45. One commenter suggests specific requirements to We believe that required risk factor disclosure disclose the following factors in the description of the addresses these concerns. However, we have syndicated mortgage under Item 7 of proposed Form mandated additional disclosure under Item 7 of 45-106F18: Form 46-106F18 to address the concerns raised regarding the loan-to-value ratio. • Information that may result in an impairment of the mortgage loan security, the debt service ratio, and material events that may impact the payments, such as availability of insurance for natural disasters, if applicable.

• The Form will require disclosure of the loan-to- value (LTV) ratio of the property, calculated on an aggregate basis using the loan value of the syndicated mortgage and all other mortgages or encumbrances with priority over the syndicated mortgage and the appraised value of the property. Perhaps in the future, the CSA may wish to build on terms such as LTV in order to harmonize risk methodology for syndicated mortgages that will allow investors to better assess the viability of the mortgage.

• Duration of leases. By including such a term, the issuer will be able to better evaluate a lender’s suitability and investment horizon by matching it to the duration or length of the lease.

• Explain high credit risk in plain language to investors.

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Number Comment Response

46. One commenter suggests stress testing assumptions We acknowledge the commenter’s concerns. should be a required factor in an appraisal. We are of However, we believe the specific methodologies for the opinion that stress testing assumptions provide an appraisal should be prescribed by the valuable information to potential investors. In professional association or order to which the connection with a firm’s KYP responsibility, ASC Notice qualified appraiser belongs. 33-705 suggests that stress testing encompasses economic and financial variables that may have an impact on the issuer’s performance (e.g., interest rate levels, unemployment rate, commodity prices and exchange rates).

Common administration software 47. One commenter suggests that ideally the regulator We acknowledge the benefit of common standards needs the industry to operate on an administration that such administration software could provide. software tailored to manage, track and distribute However, we do not believe that it would be required information (both initial underwriting appropriate for securities regulators to mandate the information and ongoing reporting requirements) for all use of specific software in these circumstances. stakeholders involved.

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ANNEX B

AMENDMENTS TO NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS

1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.

2. Section 1.1 is amended by adding the following definitions:

“professional association” means an association or other organization, whether incorporated or not, of real property appraisers that

(a) has its head office in Canada,

(b) admits its members on the basis of their academic qualifications, experience and ethical fitness,

(c) requires its members to meet standards of competence and comply with a code of ethics it has established or endorsed,

(d) requires or encourages its members to engage in continuing professional development, and

(e) under the powers conferred by statute or under an agreement, may suspend or expel its members if misconduct occurs;

“qualified appraiser” means an individual who

(a) regularly performs property appraisals for compensation,

(b) is a member of a professional association and holds the designation, certification or licence to act as an appraiser for the class of property appraised, and

“syndicated mortgage” means a mortgage in which two or more persons participate, directly or indirectly, as a lender in a debt obligation that is secured by the mortgage;.

3. Section 2.4 is amended by

(a) adding “or a syndicated mortgage” after “a short-term securitized product” in subsection (4), and

(b) adding the following subsection:

(6) In Ontario, subsection 73.4(2) of the Securities Act (Ontario) does not apply to a distribution of a short-term securitized product or a syndicated mortgage..

4. Subsection 2.5(3) is amended by deleting “ or, in Ontario, a distribution under subsection 73.4(2) of the Securities Act (Ontario)”.

5. Section 2.9 is amended by

(a) replacing “10” in paragraph (11.1)(d) with “(10)”, and

(b) adding the following subsections:

(19) For the purposes of subsections (19.1) and (19.3), a qualified appraiser is independent of an issuer of a syndicated mortgage if there is no circumstance that, in the opinion of a reasonable person aware of all the relevant facts, could interfere with the qualified appraiser’s judgment regarding the preparation of an appraisal for a property.

(19.1) Subsections (1), (2) and (2.1) do not apply to a distribution of a syndicated mortgage by an issuer unless, at the same time or before the issuer delivers an offering memorandum to the purchaser in accordance with subsections (1), (2) or (2.1), the issuer delivers to the purchaser an appraisal of the property subject to the syndicated mortgage that

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(a) is prepared by a qualified appraiser who is independent of the issuer,

(b) includes a certificate signed by the qualified appraiser stating that the appraisal is prepared in accordance with the standards and the code of ethics established or endorsed by the professional association of which the qualified appraiser is a member,

(c) provides the appraised fair market value of the property subject to the syndicated mortgage, without considering any proposed improvements or proposed development, and

(d) provides the appraised fair market value of the property as at a date that is within 6 months preceding the date that the appraisal is delivered to the purchaser.

(19.2) An issuer of a syndicated mortgage relying on an exemption set out in subsection (1), (2) or (2.1) must not make a representation of, or give an opinion as to, the value of a property subject to the syndicated mortgage in any communication related to the distribution under the exemption, unless the issuer has a reasonable basis for that value.

(19.3) If an issuer of a syndicated mortgage relying on an exemption set out in subsection (1), (2) or (2.1) discloses in any communication related to the distribution under the exemption any representation of, or opinion as to, the value of a property subject to the syndicated mortgage, other than the appraised fair market value disclosed in the appraisal referred to in subsection (19.1), the issuer must also disclose in that communication,

(a) with equal or greater prominence as the representation or opinion, the appraised fair market value referred to in subsection (19.1),

(b) the material factors or assumptions used to determine the representation or opinion, and

(c) whether or not the representation or opinion was determined by a qualified appraiser who is independent of the issuer.

(19.4) The issuer must file a copy of an appraisal delivered under subsection (19.1) with the securities regulatory authority concurrently with the filing of the offering memorandum..

6. Section 2.36 is amended by

(a) repealing subsection (1),

(b) replacing “Except in Ontario, and subject” in subsection (2) with “Subject”, and

(3) Subsection (2) does not apply to the distribution of a syndicated mortgage..

7. Section 6.4 is amended by adding the following subsection

(3) Despite subsections (1) and (2), an offering memorandum for the distribution of a syndicated mortgage under section 2.9 [Offering memorandum] must be prepared in accordance with Form 45- 106F2 and Form 45-106F18..

8. The following form is added after Form 45-106F17:

Form 45-106F18

Supplemental Offering Memorandum Disclosure for Syndicated Mortgages

INSTRUCTIONS:

1. Provide all disclosure required under Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, as supplemented by this form, including information about the borrower under the syndicated mortgage. Where the headings in Form 45-106F2 and this form are the same, provide all of the required disclosure under the Form 45-106F2 heading.

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2. You do not need to follow the order of items in this form. Information required in this form that has already been disclosed in response to the requirements of Form 45-106F2 need not be repeated.

3. You do not need to respond to any item in this form that is inapplicable.

4. Certain items in this form require disclosure about the issuer of a syndicated mortgage and the borrower under a syndicated mortgage. In some cases, the borrower is the issuer of the syndicated mortgage. In these circumstances, the terms “issuer” and “borrower” are interchangeable and there is no requirement to duplicate information.

5. In this form, the distribution of a syndicated mortgage is also referred to as the “offering”. The lenders or investors in a syndicated mortgage are also referred to in this form as the “purchasers”.

6. In this form, “principal holder” means each person who beneficially owns, or directly or indirectly has control or direction over, 10% or more of any class of voting securities of another person. If a principal holder is not an individual, in addition to the other disclosure requirements, provide the information required for the principal holder for any person that beneficially owns, or directly or indirectly has control or direction over more than 50% of the voting rights of the principal holder.

7. In this form, “related party” has the meaning set out in the General Instructions to Form 45-106F2.

8. Where this form requires an issuer to indicate that copies of a document are available on request, the issuer must provide a copy of such document when requested.

Item 1 – Description of the Offering

(1) Provide the following information about the investment being offered and the legal rights of the purchaser:

(a) the nature of the investment, i.e., whether it is a participation in a mortgage, an assignment of a participation in a mortgage, a mortgage unit or some other direct or indirect interest or participation in a mortgage over real property and the legal rights of the purchaser attaching to the investment;

(b) the rights of the purchaser on default by the borrower and the rights of the purchaser to share in the proceeds of any recovery from the borrower, in particular the purchaser’s voting rights and whether the purchaser has the right to institute individual legal action against the borrower and, if not, the person or persons who may institute or coordinate the institution of legal action against the borrower;

(c) if the issuer of the syndicated mortgage is not the borrower under the syndicated mortgage, the rights of the purchaser against the issuer of the syndicated mortgage on default by the borrower, if any;

(d) any other material information about the investment or the legal rights of the purchaser.

(2) Describe the project and the plans for the use of the funds.

Item 2 – Raising of Funds

(1) If the funds to be raised through the offering are required to be raised in stages, disclose the period over which the funds will be raised and the factors that determine when they will be raised.

(2) If there are any arrangements under which any part of the funds raised will only become available to the borrower if certain conditions are fulfilled, describe those conditions, the procedure for the return of funds to the purchaser if the conditions are not met and any deduction or penalty imposed on the borrower or any other person for not meeting the conditions. Disclose details of the arrangements made for, and the persons responsible for, the supervision of the trust or escrow account or the investment of unreleased funds, and the investment policy to be followed.

Item 3 – Other Risk Factors Specific to Syndicated Mortgages

(1) State in bold:

Investments in syndicated mortgages are speculative and involve a high degree of risk. You should be aware that this investment has not only the usual risks associated with the financial ability of the borrower to make repayments, but also additional risks associated with syndication.

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(2) If the syndicated mortgage includes a personal covenant, guarantee or other financial commitment, state in bold:

The ability of the person providing the personal covenant, guarantee or other financial commitment to perform under the personal covenant, guarantee or other financial commitment will depend on the financial strength of the person. There is no assurance that the person will have the financial ability to be able to satisfy the person’s obligations under the personal covenant, guarantee or other financial commitment. You might not receive any return from your investment or the initial amount invested.

(3) Disclose any material risk factors associated with the offering.

INSTRUCTIONS:

Potential risk factors include, but are not limited to, any of the following:

(a) the reliance on the ability of the borrower to make payments under the mortgage;

(b) the financial strength of any person offering a personal covenant, guarantee or other financial commitment;

(d) changes in land value;

(e) unanticipated construction and development costs or delays;

(f) the expertise of the parties involved in administering the syndicated mortgage or operations involving the property;

(g) the ability to recover one’s investment in the event of foreclosure;

(h) operational risks involving the businesses of any tenants of the property;

(i) restrictions on the ability of purchasers to take action individually if the borrower defaults;

(j) whether there are other liabilities secured against the mortgaged property and their maturity schedule;

(k) the ranking of the syndicated mortgage in relation to other mortgages and liabilities secured against the mortgaged property, including any potential for future subordination;

(l) conflicts of interest between the borrower, purchasers, issuer or others involved in the offering;

(m) inadequate insurance coverage;

(n) inability to change the trustee (if any);

(o) the restrictions imposed by securities legislation on the resale of the syndicated mortgage and the resulting lack of liquidity.

Item 4 – Administration of the Mortgage

(1) Describe how the syndicated mortgage will be administered as well as all parties involved, including the name, address, contact person and any relevant licences or registration held by each party.

(2) Provide the following information about the specific responsibilities of all parties involved in the administration of the syndicated mortgage:

(a) collection responsibility for payments due under the syndicated mortgage;

(b) commencement of legal action on default;

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(d) all other material matters of administration to be provided by the person administering the syndicated mortgage.

(3) Describe the material terms of any administration agreement related to the syndicated mortgage.

(4) Disclose all fees and expenses to be charged to the purchaser under the administration agreement and how they are to be calculated.

(5) Disclose that copies of the administration agreement are available from the issuer on request and explain how to request a copy.

Item 5 – Trust or Other Agreement

(1) Disclose whether there is any trust or other agreement that provides for any person to make advances of the funds to the borrower and to distribute the proceeds of repayments made by the borrower.

(2) Provide the following information about any agreement disclosed under subsection (1):

(a) whether the purchaser is required to grant a power of attorney to the trustee and the terms of that power of attorney;

(b) all fees and expenses to be charged to the purchaser under the agreement;

(i) the opening of a trust account into which all investment proceeds must be paid until advanced to the borrower and into which all proceeds received in repayment of the syndicated mortgage must be paid before distribution to the purchasers;

(ii) details of how payments related to the syndicated mortgage will be made;

(iii) the mechanism for replacing the trustee and the procedures for dispute resolution;

(d) any other material terms of the agreement.

(3) Disclose that copies of any agreement disclosed under subsection (1) are available from the issuer on request and explain how to request a copy.

Item 6 – Property Subject to the Mortgage

Provide the following information about the property subject to the mortgage:

(a) the address and legal description;

(b) the past, current and intended use;

(d) the date of acquisition of the property and the purchase price paid;

(e) the details, including the purchase price, of any other transactions involving the property known to the borrower, any related party of the borrower or any of their respective partners, directors, officers or principal holders;

(f) if the borrower is not the issuer of the syndicated mortgage, the details, including the purchase price, of any other transactions involving the property known to the issuer, any related party of the issuer or any of their respective partners, directors, officers or principal holders;

(g) any material contractual arrangements relating to the property;

(h) any insurance policies applicable to the property and their status;

(i) any material claims or litigation;

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(j) any known contamination or environmental concerns;

(k) any other material facts.

Item 7 – Description of the Syndicated Mortgage

(1) Provide the following information about the syndicated mortgage:

(a) the principal amount, term, amortization period, interest rate, maturity date, any prepayment entitlement, the ranking of the syndicated mortgage (i.e., first, second, etc.) and any ability of the borrower to subordinate the syndicated mortgage to other indebtedness or to require the purchaser to consent to the subordination of the syndicated mortgage;

(b) the material terms and relative priority of any other mortgages or liabilities secured against the mortgaged property;

A÷B

where A is the aggregate of the following:

(i) the loan value of the syndicated mortgage and

(ii) the loan value of all other mortgages or liabilities secured against the mortgaged property with priority that is equal to or greater than the syndicated mortgage, assuming in all cases that the maximum amount of any such mortgage or liability is fully drawn,

and B is the appraised value of the property described under item 8;

(d) the impact on the loan-to-value ratio of any potential future subordination of the syndicated mortgage;

(e) the aggregate dollar amount of the funds being raised under the offering;

(f) the status of the syndicated mortgage, including whether there are any arrears and, if so, the amount and due dates of outstanding payments;

(g) the means by which the repayments by the borrower will be distributed and the procedure for establishing the proportion to which each purchaser is entitled to share in the distribution;

(h) the source of funds that the borrower will use to make payments on the syndicated mortgage, including any reserve accounts or other fund maintained by the borrower or any other person;

(i) any other material terms.

(2) Describe the material terms of any commitment letter, or other commitment document, that sets out the terms of the commitment to advance funds to the borrower.

(3) Disclose that copies of the commitment letter, or other commitment document, are available from the issuer on request and explain how to request a copy.

Item 8 – Appraisal

(1) Provide the following information about the most recent appraisal of the value of the property subject to the mortgage, prepared by a qualified appraiser in accordance with subsection 2.9(19.1) of National Instrument 45-106 Prospectus Exemptions:

(a) the method used;

(b) all assumptions made;

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(d) the date of the valuation.

(2) Describe the most recent assessment of the property subject to the mortgage, including existing improvements by any provincial or municipal assessment authority.

Item 9 – Exemptions

Disclose any statutory or discretionary exemption from the registration requirement that is being relied upon by any person involved in the offering of the syndicated mortgage.

Item 10 – Guarantees or Other Similar Financial Commitments

(1) Summarize the terms of any personal covenant, guarantee or other financial commitment provided in connection with the syndicated mortgage. Explain how the personal covenant, guarantee or financial commitment works.

(2) Disclose that copies of the personal covenant, guarantee or other financial commitment are available from the issuer on request and explain how to request a copy.

(3) Describe the business experience of the person providing any personal covenant, guarantee or other financial commitment.

(4) Describe the financial resources of the person providing the personal covenant, guarantee or other financial commitment. The description must enable a reasonable purchaser applying reasonable effort to understand the person’s ability to meet the obligations under the personal covenant, guarantee or other financial commitment.

(5) Disclose whether the purchasers will be entitled to ongoing disclosure of the financial position of the person providing any personal covenant, guarantee or other financial commitment during the period of the personal covenant, guarantee or other financial commitment, and the nature, verification, timing and frequency of any disclosure that will be provided to purchasers.

Item 11 – Organization of Mortgage Broker, Mortgage Brokerage or Mortgage Agency

State the laws under which any firm acting as a mortgage broker, mortgage brokerage or mortgage agency is organized and the date of formation of the mortgage broker, mortgage brokerage or mortgage agency.

Item 12 – Borrower Information

If the borrower is not the issuer of the syndicated mortgage, provide the disclosure required under items 2, 3, 4 and 12 of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers as if the borrower were the issuer of the syndicated mortgage.

Item 13 – Developer

If the property subject to the syndicated mortgage is being developed, state the laws under which the developer is organized and the date of formation of the developer. Describe the business of the developer and any prior experience of the developer in similar projects.

Item 14 – Mortgage Broker, Mortgage Brokerage or Mortgage Agency, Partners, Directors, Officers and Principal Holders

(1) Disclose the name, municipality of residence and principal occupation for the 5 years preceding the date of the offering memorandum of any individual mortgage broker involved in the offering and the partners, directors, officers and any principal holders of any firm acting as a mortgage broker, mortgage brokerage or mortgage agency involved in the offering.

(2) Disclose any penalty or sanction, including the reason for it and whether it is currently in effect, that has been in effect during the 10 years preceding the date of the offering memorandum, or any cease trade order that has been in effect for a period of more than 30 consecutive days during the 10 years preceding the date of the offering memorandum against any of the following:

(a) a mortgage broker, mortgage brokerage or mortgage agency involved in the offering;

August 6, 2020 (2020), 43 OSCB 6203

Notices

(b) a director, officer or principal holder of a firm acting as a mortgage broker, mortgage brokerage or mortgage agency involved in the offering;

(c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the penalty or sanction.

(3) Disclose any declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets that has been in effect during the 10 years preceding the date of the offering memorandum with respect to any of the following:

(a) a mortgage broker, mortgage brokerage or mortgage agency involved in the offering;

(b) a director, officer or principal holder of a firm acting as a mortgage broker, mortgage brokerage or mortgage agency involved in the offering;

(c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the declaration, assignment, proposal, proceedings, arrangement, compromise or appointment.

Item 15 – Developer, Partners, Directors, Officers and Principal Holders

(1) Disclose the name and address of any developer of the property subject to the syndicated mortgage.

(a) a developer of the property subject to the syndicated mortgage;

(b) a director, officer or principal holder of a developer of the property subject to the syndicated mortgage;

(c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the penalty or sanction.

(a) a developer of the property subject to the syndicated mortgage;

(b) a director, officer or principal holder of a developer of the property subject to the syndicated mortgage;

Item 16 – Conflicts of Interest

(1) Describe any existing or potential conflicts of interest among any of the following:

(a) the borrower;

(b) the issuer;

(d) a developer of the property subject to the syndicated mortgage;

(e) any partners, directors, officers or principal holders of the borrower, issuer, mortgage broker, mortgage brokerage or mortgage agency, or developer;

August 6, 2020 (2020), 43 OSCB 6204

Notices

(f) the trustee, administrator of the mortgage, or any other person providing goods or services to the borrower, issuer, mortgage broker, mortgage brokerage or mortgage agency or developer in connection with the syndicated mortgage.

(2) Describe any direct or indirect interest in the property subject to the syndicated mortgage, the borrower or the business of the borrower held by any of the following:

(a) any mortgage broker, mortgage brokerage or mortgage agency, developer, trustee or administrator involved in the offering;

(b) a director, officer or principal holder of a person or company listed above.

Item 17 – Material Contracts

(1) To the extent not already disclosed elsewhere in the offering memorandum, describe each material contract relating to the offering or the syndicated mortgage that is in force or is to be entered into by the borrower, issuer, mortgage broker, mortgage brokerage, mortgage agency or developer, or any related party of the foregoing.

(2) Disclose that copies of the material contracts are available from the issuer on request and explain how to request a copy.

Item 18 – Disclosure of Fees

(1) Disclose whether a mortgage broker, mortgage brokerage or mortgage agency has provided a disclosure statement under mortgage legislation to the borrower concerning all fees, by whatever name those fees are called, to be charged to the borrower. Disclose that copies of the disclosure statement are available from the issuer on request and explain how to request a copy.

(2) If no mortgage broker, mortgage brokerage or mortgage agency has provided a disclosure statement to the borrower, describe the fees, by whatever name those fees are called, that are to be charged to the borrower, how they are to be calculated and paid and when any person involved in the distribution is entitled to payment.

(3) Disclose all fees, by whatever name those fees are called, to be paid by the purchaser, directly or indirectly, in connection with the syndicated mortgage.

Item 19 – Registration Documentation

State:

In addition to all other documentation received, the purchaser should request from the borrower, issuer or any mortgage broker, mortgage brokerage or mortgage agency involved in the distribution, the following documentation:

(a) a copy of the certificate of mortgage interest or assignment of the mortgage or any other document evidencing the investment;

(b) a copy of any confirmation signed by any secured party with priority over the syndicated mortgage confirming the outstanding balance of its encumbrance over the property and confirming that the borrower is not in arrears with any payments;

(c) written confirmation of valid insurance on the property and disclosure of the interest of the purchaser in the insurance;

(d) written confirmation that there are no outstanding arrears or delinquent municipal property taxes on the property;

(e) a state of title certificate or equivalent, showing the registration of the syndicated mortgage;

(f) a copy of any administration agreement or trust indenture;

(g) a copy of any agreement the purchaser entered into in connection with the distribution of the syndicated mortgage..

August 6, 2020 (2020), 43 OSCB 6205

Notices

9. (1) This Instrument comes into force on March 1, 2021.

(2) In Ontario, despite subsection (1), this Instrument comes into force on the later of the following:

(a) March 1, 2021; and

(b) the day on which sections 4 and 5 of Schedule 37 to Bill 177, Stronger, Fairer Ontario Act (Budget Measures), 2017 are proclaimed into force.

(3) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after March 1, 2021, these regulations come into force on the day on which they are filed with the Registrar of Regulations.

August 6, 2020 (2020), 43 OSCB 6206

Notices

ANNEX C

CHANGES TO COMPANION POLICY 45-106CP PROSPECTUS EXEMPTIONS

1. Companion Policy 45-106CP Prospectus Exemptions is changed by this Document.

2. Section 3.8 is changed by adding the following subsections:

(11) Issuer of a syndicated mortgage

The offering memorandum exemption may only be used by an issuer to distribute a security of its own issue. Accordingly, only the issuer of a syndicated mortgage may use the offering memorandum exemption to distribute the syndicated mortgage.

Where a borrower enters into a mortgage with two or more persons participating as lenders under the debt obligation secured by the mortgage or enters into a mortgage with a view to the subsequent syndication of that mortgage to two or more purchasers, lenders or investors, the borrower is the issuer of the syndicated mortgage. Consequently, the obligations to comply with the conditions of the exemption and reporting requirements (including the filing of a report of exempt distribution) would fall on the borrower.

There may be circumstances where a person other than the borrower may be an issuer of a syndicated mortgage. For example, where an existing or committed mortgage is syndicated among lenders by a party not acting on behalf of the borrower, that party will generally be an issuer of the syndicated mortgage. The determination of the identity of the issuer, or issuers, of a syndicated mortgage will depend on the facts and circumstances of the transaction.

Where a person other than the borrower is the issuer of a syndicated mortgage, the ability of the issuer to rely on the offering memorandum exemption for the distribution of the syndicated mortgage will be dependent upon the issuer providing the required information regarding the borrower, including financial statements, in the offering memorandum. The issuer’s certificate that the offering memorandum does not contain a misrepresentation will extend to any information provided about the borrower under the syndicated mortgage.

(12) Professional association

The definition of “qualified appraiser” in section 1.1 of the Instrument requires a qualified appraiser to be a member of a professional association. The Appraisal Institute of Canada, The Canadian National Association of Real Estate Appraisers and l’Ordre des évaluateurs agréés du Québec are examples of organizations that meet the definition of “professional association” in section 1.1 of the Instrument.

(13) Independent qualified appraiser for syndicated mortgages

Subsection 2.9(19) of the Instrument provides the test that the issuer of a syndicated mortgage and a qualified appraiser must apply to determine whether a qualified appraiser is independent of the issuer. The following are examples of when we would consider that a qualified appraiser is not independent. These examples are not a complete list. We would consider that a qualified appraiser is not independent of an issuer if the qualified appraiser satisfies any of the following:

(a) is an employee, insider or director of the issuer;

(b) is an employee, insider or director of a related party of the issuer;

(d) holds or expects to hold securities, either directly or indirectly, of the issuer or a related party of the issuer;

(e) holds or expects to hold securities, either directly or indirectly, in another issuer that has a direct or indirect interest in the property that is the subject of the appraisal or in an adjacent property;

(f) is an employee, insider or director of another issuer that has a direct or indirect interest in the property that is the subject of the appraisal or in an adjacent property;

August 6, 2020 (2020), 43 OSCB 6207

Notices

(g) has or expects to have, directly or indirectly, an ownership, royalty or other interest in the property that is the subject of the appraisal or in an adjacent property;

(h) has received the majority of their income, either directly or indirectly, in the three years preceding the date of the appraisal from the issuer or a related party of the issuer.

(14) Appraisals

Subsection 2.9(19.1) of the Instrument requires the issuer to deliver an appraisal of the property subject to a syndicated mortgage. The appraisal must disclose the fair market value of the property, without taking into account any proposed improvements or proposed development. The fair market value of the property, as it currently exists, is important information for prospective purchasers to understand the protection afforded by the security interest in the property subject to the syndicated mortgage in the event of a default by the borrower..

3. Section 4.7 is changed by deleting the first paragraph.

4. (1) These changes become effective on March 1, 2021.

(2) In Ontario, despite subsection (1), the changes become effective on the later of the following:

(a) March 1, 2021; and

(b) the day on which sections 4 and 5 of Schedule 37 to Bill 177, Stronger, Fairer Ontario Act (Budget Measures), 2017 are proclaimed into force.

August 6, 2020 (2020), 43 OSCB 6208

Notices

ANNEX D

AMENDMENTS TO NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

1. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations is amended by this Instrument.

2. Section 8.12 is amended by:

(a) replacing “In Alberta, British Columbia, Manitoba, New Brunswick, Québec and Saskatchewan, subsection (2)” in subsection (3) with “Subsection (2)”, and

(b) repealing subsection (4).

3. (1) This Instrument comes into force on March 1, 2021.

(2) In Ontario, despite subsection (1), this Instrument comes into force on the later of the following:

(a) March 1, 2021; and

(b) the day on which sections 4 and 5 of Schedule 37 to Bill 177, Stronger, Fairer Ontario Act (Budget Measures), 2017 are proclaimed into force.

August 6, 2020 (2020), 43 OSCB 6209

Notices

ANNEX E

CHANGES TO COMPANION POLICY 31-103CP REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS

1. Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations is changed by this Document.

2. Section 3.3 is changed by adding the following to the end of Relevant securities industry experience:

In limited circumstances, relevant securities industry experience may include experience obtained during employment at a firm that has relied on a registration exemption. For example, experience obtained at a registered or licensed mortgage broker, mortgage brokerage, mortgage agency or mortgage dealer under applicable legislation may be considered relevant if the experience can be demonstrated to be relevant to the category applied for. In these circumstances, the regulator may also impose terms and conditions on the individual or the registered firm sponsoring the individual in order to limit their specific activities..

3. (1) These changes become effective on March 1, 2021.

(2) In Ontario, despite subsection (1), the changes become effective on the later of the following:

(a) March 1, 2021; and

(b) the day on which sections 4 and 5 of Schedule 37 to Bill 177, Stronger, Fairer Ontario Act (Budget Measures), 2017 are proclaimed into force.

August 6, 2020 (2020), 43 OSCB 6210

Notices

ANNEX F

LOCAL MATTERS (ONTARIO)

Introduction

Ontario prospectus and registration exemptions related to syndicated mortgages were published for comment on March 15, 2019. As a result of the comments received on those proposed exemptions and the Amendments generally, the Ontario Securities Commission (OSC) is publishing for comment additional amendments to OSC Rule 45-501 Ontario Prospectus and Registration Exemptions (OSC Rule 45-501) to clarify the definition of “qualified syndicated mortgage” and to expand the proposed exemptions related to mortgages, as discussed below.

The comment period will expire on September 21, 2020. Please see “Request for Comment” below.

Regulation of Syndicated Mortgages in Ontario

Several of the comments on the Amendments we received related to the potential for overlapping regulation of syndicated mortgages by the OSC under the Securities Act (Ontario) (the Act) and by the Financial Services Regulatory Authority of Ontario (FSRA) under the Mortgage Brokerages, Lenders and Administrators Act, 2006 (the MBLAA). Although there may in some cases be elements of dual regulation for mortgage brokerages that distribute syndicated mortgages, we expect that changes to the current regulation of syndicated mortgages in Ontario will minimize the impact on market participants. We understand the disclosure forms currently required under the MBLAA will no longer be required for syndicated mortgages that will be overseen by the OSC under the Act.3 The combination of expected changes under the MBLAA regulations and the proposed local Ontario securities law exemptions will generally result in a distribution of a syndicated mortgage being primarily regulated by either FSRA under the MBLAA regime or by the OSC under the securities regime, with minimal overlap.

We are working with staff of FSRA and the Government of Ontario with a view to coordinating the coming into force of the Amendments, including the final version of the local Ontario exemptions, with other changes to mortgage regulation in Ontario. We anticipate delivering the Amendments to the Minister of Finance as a single package once all of the proposals are finalized.

Proposed Ontario Prospectus and Registration Exemptions

In response to concerns raised by commenters, we are proposing changes to the local Ontario exemptions included in the Amendments, including changes to the definition of qualified syndicated mortgage and expanding the exemptions as discussed below.

Qualified Syndicated Mortgages Exemptions

The proposed prospectus and registration exemptions for qualified syndicated mortgages will result in FSRA maintaining oversight of qualified syndicated mortgage distributions. The definition of qualified syndicated mortgage is intended to limit the scope of these products to lower-risk mortgages on primarily residential property that are similar to conventional mortgages. In particular, the exclusion of mortgages for financing the construction or development of property is a key limitation intended to limit the risk of these mortgages. The definition also excludes mortgages with a loan-to-value ratio of greater than 90%.

We received comments suggesting that the scope of the mortgages included within the definition of qualified syndicated mortgage should be expanded. We also received comments that the terms of the definition suggested that reasonable administration fees could not be charged in connection with a qualified syndicated mortgage. We are proposing changes to the definition of qualified syndicated mortgage to further clarify that it is intended to capture lower-risk products. The changes include:

• clarifying the 90% loan-to-value requirement by indicating that any other obligations with equal or greater priority to the syndicated mortgage must be treated as fully drawn for the purposes of the calculation;

• excluding syndicated mortgages that are subject to future subordination without the consent of the lenders;

• clarifying the drafting of the definition; and

• deleting unnecessary elements of the definition that were potentially confusing and that suggested that administration fees could not be charged.

3 Report to The Minister of Finance on the Legislative Review of the Mortgage Brokerages, Lenders and Administrators Act, 2006, dated September 30, 2019, p. 4, https://www.fin.gov.on.ca/en/consultations/mblaa-report-september2019.html.

August 6, 2020 (2020), 43 OSCB 6211

Notices

The revised definition of qualified syndicated mortgage is set out in Schedule 1 to this Annex.

Syndicated Mortgages Sold to Permitted Clients

The comments we received on the proposed definition of qualified syndicated mortgage suggested that the narrow scope of this definition could result in a reduction of available financing for small business and could subject mortgage brokerages who do not deal with retail investors to unnecessary regulatory burden.

We do not think it is appropriate to expand the scope of the qualified syndicated mortgage definition to include potentially higher- risk products because they may be sold to retail investors without any specific limits or disclosure requirements. As an alternative to expanding the definition of qualified syndicated mortgage, we are proposing to include syndicated mortgages sold to permitted clients within the scope of the proposed prospectus and registration exemptions. These expanded exemptions are intended to maintain access to capital for small business and to minimize the burden on mortgage brokerages that do not deal with retail investors.

We have proposed using the existing definition of permitted client as the threshold for institutional and high-net-worth investors. This definition was designed to capture investors that are permitted to waive the requirement for a registrant to take reasonable steps to ensure that the purchase or sale of a security is suitable for its client.

The expanded exemptions will allow the primary oversight of syndicated mortgages sold to institutions and high-net-worth investors to remain with FSRA. Mortgage brokerages that deal in mortgages and syndicated mortgages only with permitted clients will not be required to register with the OSC and the distributions of these products to permitted clients will be exempt from the prospectus requirement.

The first trade of a security acquired under the prospectus exemption for the sale of syndicated mortgages to a permitted client is proposed to be designated as a distribution. The rationale for this requirement is to ensure that any subsequent resale of a syndicated mortgage acquired by a permitted client under the exemption will be made in accordance with the terms of a prospectus exemption. Accordingly, while resales to other permitted clients or accredited investors may continue on an exempt basis, sales to retail investors will be limited by the availability of prospectus exemptions.

Mortgage Exemptions

As a result of the Amendments, the mortgage exemptions in sections 2.36 of NI 45-106 and 8.12 of NI 31-103 are expected to apply in Ontario. We are also including exemptions related to the sale of mortgages by mortgage brokerages licensed under MBLAA in the local Ontario prospectus and registration exemptions rule OSC Rule 45-501. We have proposed to include these exemptions in OSC Rule 45-501 in order to reduce regulatory burden for mortgage brokerages licensed under MBLAA by providing a single consolidated set of exemptions related to mortgages that apply to them. This change is intended to avoid requiring Ontario mortgage brokerages to refer to three separate rules and to potentially consider compliance with, or the availability of exemptions to, mortgage brokerage legislation in other jurisdictions for mortgages on properties located in other Canadian jurisdictions. Since the exemptions are limited to mortgage brokerages licensed under MBLAA, they are not expected to have any impact on investors.

The proposed expanded exemptions are set out in Schedule 1 to this Annex.

Reports of Exempt Distribution

We received several comments related to the regulatory burden associated with the obligation to file reports of exempt distribution for non-qualified syndicated mortgages. As set out in Annex A, we do not see any rationale to treat prospectus exempt distributions of non-qualified syndicated mortgages differently than those of other securities. However, both the frequency of filing reports of exempt distribution and the fees associated with those filings in Ontario are being considered under separate initiatives. We expect that any changes made to the general requirements for non-investment fund issuers to file reports of exempt distribution will reduce the impact of this requirement on issuers of non-qualified syndicated mortgages.

We are not proposing to require reports of exempt distribution for the prospectus exemptions for qualified syndicated mortgages or syndicated mortgages sold to permitted clients. Since these distributions will be overseen by FSRA, we expect that reporting for these transactions will be addressed by requirements under the MBLAA.

Short-term Securitized Products

As detailed in the 2018 Proposal, the Amendments remove the Private Issuer Exemption for the distribution of short-term securitized products to harmonize the treatment of short-term securitized products in Ontario with the other CSA jurisdictions.

August 6, 2020 (2020), 43 OSCB 6212

Notices

Amendments to the Act

Bill 177 received Royal Assent on December 14, 2017. It includes amendments to the Act to remove the existing prospectus and registration exemptions for the distribution of mortgages. As a result, the amended form of the Mortgage Exemptions included in the Amendments will apply in Ontario. These amendments come into force on proclamation, which we expect will correspond to the time at which the Amendments come into force on March 1, 2021.

Impact on Investors

The anticipated impact on investors is set out in the attached notice. With respect to the exemptions for qualified syndicated mortgages or syndicated mortgages sold to permitted clients, there will be no change from the current regime under the Amendments. As these types of mortgages are likely more similar to conventional mortgages or involve only institutional or high- net-worth investors, we believe that it is appropriate for them to continue to be exempt from the prospectus and registration requirements.

For syndicated mortgages that are not qualified syndicated mortgages and that are sold to investors other than permitted clients, the current requirements under the MBLAA will be replaced by the requirements of the Act.

Prescribed disclosure specific to syndicated mortgages, the obligation to obtain an independent professional appraisal of the property subject to a syndicated mortgage, and investment limits will be required only for distributions under the OM Exemption. Distributions of syndicated mortgages under other prospectus exemptions, such as the accredited investor prospectus exemption (the AI Exemption) or the family, friends and business associates prospectus exemption (the FFBA Exemption) will be subject to the same requirements as the distribution of other types of securities.

Market intermediaries that are in the business of distributing syndicated mortgages under prospectus exemptions will be subject to the dealer registration requirement under the Act and will have the same obligations to their clients as for other types of securities.

Anticipated Costs and Benefits

Costs of compliance with prospectus exemptions

As discussed above, the anticipated costs of the Amendments are expected to be offset by the repeal of the amended regulations under the MBLAA that came into force on July 1, 2018. For the distribution of non-qualified syndicated mortgages under prospectus exemptions other than the OM Exemption, we expect the costs of distribution will be decreased as a result of the implementation of the Amendments and the changes to the MBLAA regulations, since the current requirements for an appraisal and detailed disclosure will no longer be required. We expect that this will include all distributions to designated class investors under MBLAA, who would be eligible to purchase under the AI Exemption and a portion of retail investors who would be eligible to purchase under other prospectus exemptions, such as the FFBA Exemption.

While overall costs of complying with disclosure requirements will decrease, firms will be required to pay fees to file reports of exempt distribution. Reports of exempt distribution are necessary to permit oversight of offerings of non-qualified syndicated mortgages and the additional cost is expected to be less than the reduction in disclosure costs.

Since issuers of syndicated mortgages that do not rely on the OM Exemption will not be required to provide prescribed disclosure and a property appraisal, there is a potential loss of the benefits of such disclosure to purchasers of syndicated mortgages. As with the distribution of other securities under prospectus exemptions such as the AI Exemption and the FFBA Exemption, the disclosure to be provided will be a matter left to negotiation between the issuer and potential investors in the offering.

For distributions of non-qualified syndicated mortgages under the OM Exemption, we expect that there will be a minimal impact on the level of disclosure for the offering these products. The appraisal requirement and supplemental disclosure requirements included as part of the Amendments for the OM Exemption are substantially similar to the current requirements under the MBLAA regulations. Accordingly, both the offering costs and the potential benefits to investors are expected to remain substantially unchanged following the implementation of the Amendments. However, costs related to the requirement to file reports of exempt distribution for distributions under the OM Exemption are expected to result in a small increase in offering costs. These costs are necessary to permit oversight of the distribution of non-qualified syndicated mortgages.

For the distribution of qualified syndicated mortgages or any syndicated mortgages sold to permitted clients by licensed mortgage brokerages, there will be no change to the current requirements and no additional costs.

August 6, 2020 (2020), 43 OSCB 6213

Notices

Costs of compliance with the registration requirement

Firms that are currently in the business of trading in non-qualified syndicated mortgages in Ontario with investors other than permitted clients will be required to either register as a dealer or retain a registered dealer in connection with the distribution of non-qualified syndicated mortgages after the Amendments come into effect. Based on data published by FSRA, there were approximately 67 firms that dealt in non-qualified syndicated mortgages in 2018.

Approximately 13 of these firms are also active in distributing other mortgage-related securities, such as securities of mortgage investment entities and are either registered as an exempt market dealer or have an existing relationship with an exempt market dealer. Others may deal only with permitted clients and will continue to be exempt from registration.

The remaining firms are likely to incur additional costs to either retain a dealer or register as a dealer as follows, unless they deal only with permitted clients:

• Costs of retaining a registered exempt market dealer: Dealers typically charge commissions in the range of between 2% and 10% of the capital raised.

• Costs related to registering as an exempt market dealer:

Initial registration in Ontario, results in the following approximate costs:

o Registration fees: $1,300 for the firm, $200 per registered individual and $100 per permitted individual;

o Advisory costs related to the application and implementing compliance systems, including a policies and procedures manual: $15,000 to $20,000;

o Audited financial statements: $5,000 to $15,000; and

o Financial institutional bond for insurance: $2,000.

• Ongoing costs for registrants:

o Annual participation fee based on the firm’s Ontario revenue attributable non-qualified syndicated mortgage activity with a minimum fee of $835;

o Audited annual financial statements: $10,000 to $15,000; and

o Financial institutional bond for insurance: $2,000.

The costs of retaining service providers for legal and compliance services assume the firms retain specialized third parties to assist. Firms may opt to not engage these service providers, which would reduce costs. We also anticipate that there will be overlap with existing systems that these firms would have implemented as licensed mortgage brokerages, which will reduce the incremental cost of compliance with securities legislation.

There will be no changes in the requirements to licensed mortgage brokerages that deal only in qualified syndicated mortgages or that deal only with permitted clients.

Benefits of the proposed changes

The primary benefit of the proposed changes will be that investors, other than permitted clients, who purchase non-qualified syndicated mortgages will deal with registrants who meet the same standards and are subject to the same compliance regime as registrants dealing in other exempt market investments.

Unpublished Materials

In adopting the Amendments, we have not relied on any significant unpublished study, report or other written materials.

Authority for Amendments

In Ontario, the rule-making authority for the Amendments is as follows:

• NI 45-106: paragraph 20 of subsection 143(1) of the Act.

August 6, 2020 (2020), 43 OSCB 6214

Notices

• NI 31-103: paragraph 8 of subsection 143(1) of the Act.

• OSC Rule 45-501:

o prospectus exemption: paragraph 20 of subsection 143(1) of the Act.

o specifying that a trade in securities acquired under an exemption is a distribution: paragraph 48 of subsection 143(1) of the Act.

o registration exemption: paragraph 8 of subsection 143(1) of the Act.

Request for Comment

We welcome your comments on the proposed amendments to OSC Rule 45-501 set out in Schedule 1 to this Annex. Please submit your comments in writing on or before September 21, 2020.

Please deliver your comments to:

The Secretary Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 E-Mail: [email protected]

Please note that comments received will be made publicly available and posted on the OSC Website at www.osc.gov.on.ca. We cannot keep submissions confidential because Ontario securities legislation requires publication of the written comments received during the comment period. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.

August 6, 2020 (2020), 43 OSCB 6215

Notices

SCHEDULE 1 TO ANNEX F

AMENDMENTS TO ONTARIO SECURITIES COMMISSION RULE 45-501 ONTARIO PROSPECTUS AND REGISTRATION EXEMPTIONS

1. Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions is amended by this Instrument.

2. Section 1.1 is amended by adding the following definitions:

“qualified syndicated mortgage” means a syndicated mortgage that satisfies all of the following:

(a) the syndicated mortgage secures a debt obligation on property that satisfies all of the following:

(i) it is used primarily for residential purposes;

(ii) it includes no more than four units;

(iii) it includes no more than one unit that is used for non-residential purposes;

(b) the syndicated mortgage does not secure a debt obligation incurred for the construction or development of property;

(c) at the time the syndicated mortgage is arranged, the amount of the debt it secures, together with all other debt secured by mortgages on the property that have priority over, or the same priority as, the syndicated mortgage, assuming in all cases that the maximum amounts of any such mortgages are fully drawn, does not exceed 90 per cent of the fair market value of the property relating to the mortgage, excluding any value that may be attributed to proposed or pending development of the property;

(d) the syndicated mortgage cannot be subordinated to future financing without the consent of each lender;

(e) there is no existing agreement that requires the lenders of the syndicated mortgage to consent to future subordination of the syndicated mortgage;

(f) no person or company has the ability to consent to future subordination of the syndicated mortgage on behalf of the lenders of the syndicated mortgage without obtaining the consent of each lender;

“syndicated mortgage” means a mortgage in which two or more persons participate, directly or indirectly, as a lender in a debt obligation that is secured by the mortgage;.

3. Part 2 is amended by adding the following section:

2.10 Mortgages –

(1) The prospectus requirement does not apply to a distribution of

(a) a mortgage, other than a syndicated mortgage, on real property in a jurisdiction of Canada,

(b) a qualified syndicated mortgage on real property in a jurisdiction of Canada, or

by a person or company that is registered or licensed under the Mortgage Brokerages, Lenders and Administrators Act, 2006.

(2) The first trade in a security acquired under paragraph (1)(c) is a distribution..

4. Part 3 is amended by adding the following section:

3.5 Mortgages – The dealer registration requirement does not apply in respect to a trade in

August 6, 2020 (2020), 43 OSCB 6216

Notices

(a) a mortgage, other than a syndicated mortgage, on real property in a jurisdiction of Canada,

(b) a qualified syndicated mortgage on real property in a jurisdiction of Canada, or

by a person or company that is registered or licensed under the Mortgage Brokerages, Lenders and Administrators Act, 2006..

5. This Instrument comes into force on the later of the following:

(a) March 1, 2021; and

(b) the day on which sections 4 and 5 of Schedule 37 to Bill 177, Stronger, Fairer Ontario Act (Budget Measures), 2017 are proclaimed into force.

August 6, 2020 (2020), 43 OSCB 6217

Notices

1.1.2 CSA Staff Notice 11-342 Notice of Local Amendments and Changes in Certain Jurisdictions

CSA Staff Notice 11-342 Notice of Local Amendments and Changes in Certain Jurisdictions

August 6, 2020

From time to time, a local jurisdiction may amend a national or multilateral instrument or change a policy or companion policy that affects activity only in that jurisdiction. The CSA recognize that such a local amendment or change may nonetheless be of interest or importance beyond the local jurisdiction and CSA staff are issuing this Notice to identify amendments and changes implemented in British Columbia, Ontario and Québec. For public convenience, CSA members in other jurisdictions will update the text of the applicable material on their websites to reflect these local amendments and changes.

The local amendments and changes referred to in this notice comprise those shown in Annexes A to G. These local amendments or changes are to the following instruments:

• National Instrument 14-101 Definitions (British Columbia);

• National Instrument 24-101 Institutional Trade Matching and Settlement (Ontario);

• National Instrument 31-103 Registrant Requirements, Exemptions and Ongoing Registrant Obligations (Québec);

• National Instrument 41-101 General Prospectus Requirements (British Columbia);

• Companion Policy 45-106 Prospectus Exemptions (Québec);

• Multilateral Instrument 91-101 Derivatives: Product Determination (British Columbia); and

• Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting (British Columbia).

The text of rule and policy consolidations on the websites of CSA members will be updated, as necessary, to reflect these local amendments and changes. You may direct questions regarding this Notice to:

Sylvia Pateras Noreen Bent Autorité des marchés financiers British Columbia Securities Commission Tel: 514-395-0337, extension 2536 Tel. 604-899-6741 [email protected] [email protected] Rajeeve Thakur Chris Besko Alberta Securities Commission The Manitoba Securities Commission Tel: 403-297-2488 Tel: 204-945-2561 [email protected] [email protected] Sonne Udemgba Oren Winer Financial and Consumer Affairs Authority of Saskatchewan Ontario Securities Commission Tel: 306-787-5879 Tel: 416-593-8250 [email protected] [email protected] Wendy Morgan H. Jane Anderson Financial and Consumer Services Nova Scotia Securities Commission Commission (New Brunswick) Tel: 902-424-0179 Tel: 506-643-7202 [email protected] [email protected]

Steven Dowling Renee Dyer Office of the Superintendent of Securities, Office of the Superintendent of Securities NL Prince Edward Island Tel: 709-729-4909 Tel: 902-368-4551 [email protected] [email protected]

August 6, 2020 (2020), 43 OSCB 6218

Notices

Jeff Mason Rhonda Horte Office of Superintendent of Securities, Nunavut Office of the Yukon Superintendent of Securities Tel: 867-975-6591 Tel: 867-667-5466 [email protected] [email protected] Thomas Hall Department of Justice Government of the Northwest Territories Tel: 867-767-9260 ext. 82180 [email protected]

August 6, 2020 (2020), 43 OSCB 6219

Notices

ANNEX A

Local Amendment to National Instrument 14-101 Definitions in British Columbia

Section 1.1 (3) of National Instrument 14-101 Definitions is amended by adding British Columbia to the definition of “exchange contract” as follows:

“exchange contract” means, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a derivative

(a) that is traded on an exchange,

(b) that has standardized terms and conditions determined by that exchange, and

(c) for which a clearing agency substitutes, trough novation or otherwise, the credit of the clearing agency for the credit of the parties to the derivative;.

This amendment became effective in British Columbia on March 27, 2020.

August 6, 2020 (2020), 43 OSCB 6220

Notices

ANNEX B

Local Amendment to National Instrument 24-101 Institutional Trade Matching and Settlement in Ontario

Part 4 of National Instrument 24-101 Institutional Trade Matching and Settlement is amended by adding the following section:

4.1.1 Moratorium: In Ontario, despite subsection 2(1) of Ontario Securities Commission Rule 11-501 Electronic Delivery Of Documents To The Ontario Securities Commission, section 4.1 does not apply to a registered firm beginning on July 1, 2020 and ending on July 1, 2023..

This amendment became effective in Ontario on July 1, 2020.

August 6, 2020 (2020), 43 OSCB 6221

Notices

ANNEX C

Local Amendments to National Instrument 31-103 Registration requirements, exemptions and ongoing registrant obligations in Québec

Section 9.4 National Instrument 31-103 Registration requirements, exemptions and ongoing registrant obligations is amended by replacing subsections (1.2) and (1.3) with the following:

(1.2) In Québec, the requirements listed in paragraphs (a) to (g), paragraphs (i) to (m) and paragraphs (p.1) to (x) of subsection (1) do not apply to a mutual fund dealer to the extent equivalent requirements to those listed in these subparagraphs are applicable to the mutual fund dealer under the regulations in Québec.

(1.3) Despite subsections (1) and (2), in Québec, only the exemptions from the requirements specified in paragraphs (m.2), (m.3), (n), (n.1) and (n.2) of subsection (1) apply to a mutual fund dealer that is also registered as a mutual fund dealer in another jurisdiction if the mutual fund dealer complies with the corresponding MFDA provisions that are in effect..

Subsection 9.4(3) is repealed.

Subsection 9.4(4) is repealed.

These amendments became effective in Québec on December 31, 2019.

August 6, 2020 (2020), 43 OSCB 6222

Notices

ANNEX D

Local Amendments to National Instrument 41-101 General Prospectus Requirements in British Columbia

Part 3C of National Instrument 41-101: General Prospectus Requirements is amended

(a) by adding the following subsection to section 3C.6:

(4) Subsection (1) does not apply in British Columbia., and

(b) by adding the following subsection to section 3C.7:

(7) In British Columbia, for the purpose of subsection (1), “statutory right of action” means section 135 of the Securities Act (British Columbia)..

These amendments became effective in British Columbia on December 7, 2018.

August 6, 2020 (2020), 43 OSCB 6223

Notices

ANNEX E

Local Change to Companion Policy 45-106 Prospectus Exemptions in Québec

Section 5.1 of Companion Policy 45-106 Prospectus Exemptions is changed by replacing the last sentence of the second paragraph of subsection 2 with the following:

In Québec, the securities regulatory authority considers that access to personal information meets the test set out in the legislation and consequently, this information would not be made publicly available..

This change became effective in Québec on February 28, 2020.

August 6, 2020 (2020), 43 OSCB 6224

Notices

ANNEX F

Local Amendments to Multilateral Instrument 91-101 Derivatives: Product Determination in British Columbia

Section 1 of Multilateral Instrument 91-101 Derivatives: Product Determination, is amended

(a) in subsection (4) by striking out “British Columbia” and in paragraph (b) (ii) and (iv) by striking out “British Columbia”, and

(b) in subsection (5) (a) by adding “British Columbia,” after “Alberta,” and in paragraph (b) by striking out “British Columbia,”.

These amendments became effective in British Columbia on March 27, 2020.

August 6, 2020 (2020), 43 OSCB 6225

Notices

ANNEX G

Local Amendment to Multilateral Instrument 96-101: Trade Repositories and Derivatives Data Reporting in British Columbia

Multilateral Instrument 96-101: Trade Repositories and Derivatives Data Reporting is amended in section 1 (5) (a) by striking out “British Columbia,”.

This amendment became effective in British Columbia on March 27, 2020.

August 6, 2020 (2020), 43 OSCB 6226

Notices

1.1.3 OSC Notice of General Order – Ontario Instrument 45-506 Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order)

Notice of General Order

Ontario Instrument 45-506

Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order)

The Ontario Securities Commission (the Commission) is providing relief from the requirement to be registered as a dealer (the Registration Exemption) and from the requirement to file a prospectus (the Prospectus Exemption) in respect of a start-up crowdfunding distribution, subject to conditions.

Description of Order

The order provides that an issuer may rely on the Prospectus Exemption in respect of a start-up crowdfunding distribution of securities if the distribution is facilitated through a funding portal that satisfies the Registration Exemption or that is registered in Ontario as an investment dealer or exempt market dealer, provided that certain conditions are satisfied, including that:

(i) The distribution is of the issuer’s eligible securities;

(ii) The issuer is not a reporting issuer or an investment fund;

(iii) The issuer prepares an offering document that is made available to purchasers on the funding portal’s platform;

(iv) The aggregate amount raised by the issuer in the distribution does not exceed $250,000 and the issuer completes no more than two start-up crowdfunding distributions in a calendar year; and

(v) Each purchaser invests no more than $1,500 (or no more than $5,000 if the purchaser has obtained positive suitability advice from a registered dealer).

A person or company that operates a funding portal may rely on the Registration Exemption to facilitate a start-up crowdfunding distribution, provided that certain conditions are satisfied, including that the funding portal:

(i) Has its head office in Canada and is not registered under securities legislation in any jurisdiction of Canada;

(ii) Does not advise a purchaser about the merits of an investment or recommend or represent that an eligible security is a suitable investment for the purchaser;

(iii) Does not receive a commission, fee or other similar payment from a purchaser;

(iv) Only facilitates or proposes to facilitate crowdfunding distributions;

(v) Completes certain funding portal information forms and delivers these to the Commission; and

(vi) Has policies and procedures to meet certain other conditions in the order.

The order also provides that a firm registered in the category of investment dealer or exempt market dealer may operate a funding portal that facilitates the distribution of securities under the Prospectus Exemption provided that it meets the conditions in the order.

Detail on these conditions, as well as the other conditions necessary to be satisfied for reliance on the Registration Exemption and the Prospectus Exemption, are included in the order.

Reasons for the Order

Having considered the interests of investors and the financing needs of early-stage businesses and other small enterprises, the Commission is granting the Registration Exemption and the Prospectus Exemption in order to allow for crowdfunding distributions of securities. The order, which provides exemptions that are substantially similar to local exemptions available in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick and Nova Scotia, is intended to provide access to new sources of capital for start-ups and small and medium sized enterprises. The order is particularly relevant in the current COVID-19 business environment, when it may be especially challenging for these categories of businesses to access capital.

August 6, 2020 (2020), 43 OSCB 6227

Notices

The Registration Exemption and the Prospectus Exemption each apply only if the conditions contained in the order are met, and the Commission is therefore satisfied that it would not be prejudicial to the public interest to grant the order.

On February 27, 2020, the Commission published Proposed National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions (the Proposed Instrument) and related materials for a comment period that ended on July 13, 2020. The Registration Exemption and the Prospectus Exemption are intended to provide interim relief until such time as the Canadian Securities Administrators have had an opportunity to consider comments, finalize and, subject to Ministerial approval, implement the start-up crowdfunding regime contemplated in the Proposed Instrument.

On May 28, 2020, the Commission granted relief to issuers from the requirement to file a prospectus in respect of crowdfunding distributions of securities through the funding portal operated by Silver Maple Ventures, Inc. (known as “FrontFundr”), which is registered as an exempt market dealer in Ontario (the May Order). This order revokes the May Order. Provided that the conditions of the order are satisfied, the Prospectus Exemption is available to all issuers in respect of start-up crowdfunding distributions facilitated through a funding portal that is relying on the Registration Exemption or operated by an investment dealer or exempt market dealer.

Day on which the Order Ceases to Have Effect

The order comes into effect on July 30, 2020 (the Effective Date) and remains in effect until the earlier of the date on which the Commission adopts the Proposed Instrument or the date that is 18 months from the Effective Date.

August 6, 2020 (2020), 43 OSCB 6228

Notices

1.4 Notices from the Office of the Secretary 1.4.2 Majd Kitmitto et al.

1.4.1 Coinsquare Ltd. et al. FOR IMMEDIATE RELEASE July 31, 2020 FOR IMMEDIATE RELEASE July 30, 2020 MAJD KITMITTO, STEVEN VANNATTA, COINSQUARE LTD., CHRISTOPHER CANDUSSO, COLE DIAMOND, CLAUDIO CANDUSSO, VIRGILE ROSTAND and DONALD ALEXANDER (SANDY) GOSS, FELIX MAZER, JOHN FIELDING, and File No. 2020-21 FRANK FAKHRY, File No. 2018-70 TORONTO – The Commission issued its Oral Reasons for Approval of a Settlement in the above named matter. TORONTO – The Commission issued an Order in the above named matter. A copy of the Oral Reasons for Approval of a Settlement dated July 21, 2020 is available at www.osc.gov.on.ca. A copy of the Order dated July 31, 2020 is available at www.osc.gov.on.ca. OFFICE OF THE SECRETARY GRACE KNAKOWSKI OFFICE OF THE SECRETARY SECRETARY TO THE COMMISSION GRACE KNAKOWSKI SECRETARY TO THE COMMISSION For Media Inquiries: For Media Inquiries: [email protected] [email protected] For General Inquiries: For General Inquiries: 1-877-785-1555 (Toll Free) [email protected] 1-877-785-1555 (Toll Free) [email protected]

August 6, 2020 (2020), 43 OSCB 6229

Notices

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August 6, 2020 (2020), 43 OSCB 6230

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 Auxly Cannabis Group Inc. and AltaCorp Capital Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Application for exemptive relief to permit issuer and underwriters, acting as agents for the issuer, to enter into an equity distribution agreement to make "at the market" (ATM) distributions of common shares over the facilities of the TSXV or other marketplace in Canada – ATM distributions to be made pursuant to shelf prospectus procedures in Part 9 of NI 44-102 Shelf Distributions – Issuer will issue a news release announcing the equity distribution agreement and file the agreement on SEDAR – Application for relief from prospectus delivery requirement – Delivery of prospectus not practicable in circumstances of an ATM distribution – Relief from prospectus delivery requirement has effect of removing two-day right of withdrawal and remedies of rescission or damages for non-delivery of the prospectus – Application for relief from certain prospectus form requirements – Relief granted to permit modified forward-looking certificate language – Relief granted on terms and conditions set out in decision document – Decision will terminate 25 months after the issuance of a receipt for the shelf prospectus – Decision and application also held in confidence by decision makers until the earlier of the date the issuer enters into an equity distribution agreement, waives confidentiality, or 90 days from the date of the decision.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 71(1), 140, 147. National Instrument 44-101 Short Form Prospectus Distributions, s. 8.1, Item 20 of Form 44-101F1. National Instrument 44-102 Shelf Distributions, ss. 5.5, 6.7, Part 9, s. 11.1, ss. 2.1, 2.2 of Appendix A. National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

April 3, 2020

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF AUXLY CANNABIS GROUP INC. (the Issuer)

AND

ALTACORP CAPITAL INC. (the Agent, together with the Issuer, the Filers)

DECISION

August 6, 2020 (2020), 43 OSCB 6231

Decisions, Orders and Rulings

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) for the following relief (the Exemption Sought):

(a) that the requirement that a dealer, not acting as agent of the purchaser, who receives an order or subscription for a security offered in a distribution to which the prospectus requirement applies, deliver to the purchaser or its agent the latest prospectus (including the applicable prospectus supplement(s) in the case of a base shelf prospectus) and any amendment to the prospectus (the Delivery Requirement) does not apply to the Agent or any other registered investment dealer acting on behalf of the Agent as a selling agent (each, a Selling Agent) in connection with any at-the market distribution (each, an ATM Distribution), as defined in National Instrument 44-102 Shelf Distributions (NI 44-102) of common shares of the Issuer (the Shares) under an equity distribution agreement (the Equity Distribution Agreement) to be entered into by the Issuer and the Agent;

(b) that the requirements (collectively, the Form Requirements) to include in a base shelf prospectus or any prospectus supplement thereto, as applicable:

(i) the statements specified in items 2 and 3 of section 5.5 of NI 44-102;

(ii) a forward-looking issuer certificate of the Issuer in the form specified in section 2.1 of Appendix A to NI 44-102;

(iii) a forward-looking underwriter certificate of the Agent in the form specified in section 2.2 of Appendix A to NI 44-102; and

(iv) a statement respecting purchasers’ statutory rights of withdrawal and remedies for rescission or damages in substantially the form prescribed in Item 20 of Form 44-101F1 Short Form Prospectus,

do not apply to a shelf prospectus of the Issuer providing for the distribution of securities of the issuer, including the Shares (the Shelf Prospectus), any applicable prospectus supplement (the Prospectus Supplement) or to any amendments thereto to be filed in respect of the sale of Shares under an ATM Distribution.

The Decision Makers have also received a request from the Filers for a decision that the application and this decision be kept confidential and not made public until the earliest of (i) the date on which the Filers enter into the Equity Distribution Agreement, (ii) the date on which either of the Filers advise the Decision Makers that there is no longer any need to hold the application and this decision in confidence, and (iii) the date that is 90 days after the date of this decision (the Confidentiality Relief).

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

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

(b) the Filers have provided notice that section 4.7 of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut; 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

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

Representations

¶ 3 This decision is based on the following facts represented by the Filers:

The Issuer

1. the Issuer is a corporation currently existing under the Business Corporations Act (British Columbia); the head office of the Issuer is located in Vancouver, British Columbia;

August 6, 2020 (2020), 43 OSCB 6232

Decisions, Orders and Rulings

2. the Shares are listed on the TSX Venture Exchange;

3. the Issuer is a reporting issuer or the equivalent under the securities legislation of each province of Canada other than Quebec, and it is contemplated that upon filing and being receipted for the Shelf Prospectus, the Issuer will be a reporting issuer in each province and territory of Canada;

4. the Issuer is not in default of securities legislation in any jurisdiction of Canada;

The Agent

5. the Agent is registered as an investment dealer under the securities legislation in each province or territory of Canada;

6. the Agent is not in default of securities legislation in any jurisdiction of Canada;

Proposed ATM Distribution

7. subject to mutual agreement on terms and conditions, the Issuer proposes to enter into the Equity Distribution Agreement with the Agent, providing for the sale from time to time by the Issuer through the Agent, as agent, of Shares under ATM Distributions under the base shelf prospectus procedures prescribed by Part 9 of NI 44-102;

8. before making any ATM Distributions, the Issuer will have filed the Shelf Prospectus (and will have received a final receipt for the Shelf Prospectus from the Decision Makers) and the Prospectus Supplement in each province and territory of Canada to qualify the sale of Shares under the Equity Distribution Agreement; the Prospectus Supplement will describe the terms of the ATM Distribution, including the terms of the Equity Distribution Agreement, and otherwise supplement the disclosure in the Shelf Prospectus;

9. if the Equity Distribution Agreement is entered into, the Issuer will promptly: (a) issue and file a news release announcing the Equity Distribution Agreement and indicating that the Shelf Prospectus and the Prospectus Supplement have been filed on SEDAR and specifying where and how purchasers of Shares under an ATM Distribution may obtain copies; and (b) file the Equity Distribution Agreement on SEDAR;

10. the Issuer will not, during the period that the final receipt for the Shelf Prospectus is effective, distribute by way of one or more ATM Distributions a total market value of Shares that exceeds 10% of the aggregate market value of the outstanding Shares calculated in accordance with section 9.2 of NI 44-102, as at the last trading day of the month before the month in which the first ATM Distribution is made;

11. the Issuer will conduct ATM Distributions only through the Agent, as agent, directly or through a Selling Agent, and only through the TSXV or any other "marketplace" (as defined in National Instrument 21-101 Marketplace Operation) in Canada (Marketplace);

12. the aggregate number of Shares sold on the TSXV or any other Marketplace under an ATM Distribution on any trading day will not exceed 25% of the trading volume of the Shares on the all Marketplaces on that day;

13. the Agent will act as the sole underwriter on behalf of the Issuer in connection with the sale of Shares on a Marketplace under the Equity Distribution Agreement, directly by the Agent or through one or more Selling Agents, and will be the only person or company paid an agency fee or commission by the Issuer in connection with such sales; the Agent will sign an underwriter’s certificate in the Prospectus Supplement filed on SEDAR in the form set out in Section 29 below;

14. the Agent will effect ATM Distributions on a Marketplace either itself or through a Selling Agent; if sales are effected through a Selling Agent, the Selling Agent will be paid a seller’s commission for effecting the trades on behalf of the Agent; a purchaser’s rights and remedies under Canadian securities legislation against the Agent, as underwriters of an ATM Distribution, will not be affected by a decision to effect the sale directly or through a Selling Agent;

15. the Equity Distribution Agreement will require that, at the time of each sale of Shares under an ATM Distribution, the Issuer represents to the Agent that the Shelf Prospectus, as supplemented by the Prospectus Supplement, including the documents incorporated by reference in the Shelf Prospectus (which will include any news release that has been designated and filed as a Designated News Release as defined and outlined below) and any applicable amendment or supplement to the Shelf Prospectus or the Prospectus Supplement (together, the Prospectus), contains full, true and plain disclosure of all material facts relating to the Issuer and the Shares being distributed; the Issuer would, therefore, be unable to proceed with sales under an ATM Distribution when it is in possession of undisclosed information that would constitute a material fact or a material change in respect of the Issuer or the Shares;

August 6, 2020 (2020), 43 OSCB 6233

Decisions, Orders and Rulings

16. after the date of the Prospectus Supplement and before the termination of any ATM Distribution, if the Issuer disseminates a news release disclosing information that, in the Issuer's determination, constitutes a "material fact" (as defined in the Legislation), the Issuer will identify such news release as a "designated news release" for the purposes of the Prospectus; this designation will be made on the face page of the version of such news release filed on SEDAR (any such news release, a Designated News Release); the Prospectus Supplement will provide that any such Designated News Release will be deemed to be incorporated by reference into the Shelf Prospectus; a Designated News Release will not be used to update disclosure in the Prospectus by the Issuer in the event of a "material change" (as defined in the Legislation);

17. if, after the Issuer delivers a notice to the Agent directing the Agent to sell Shares on the Issuer’s behalf under the Equity Distribution Agreement (a Sell Notice), the sale of the Shares specified in the Sell Notice, taking into consideration prior sales under all previous ATM Distributions, would constitute a material fact or material change, the Issuer will suspend sales under the Equity Distribution Agreement until either (i) it had disseminated and filed a Designated News Release, in the case of a material fact, or has filed a material change report or amended the Prospectus, or (ii) circumstances have changed such that the sales would no longer constitute a material fact or material change;

18. in determining whether the sale of the Shares specified in a Sell Notice would constitute a material fact or material change, the Issuer will take into account a number of factors, including, without limitation (i) the parameters of the Sell Notice, including the number of Shares proposed to be sold and any price or timing restrictions that the Issuer may impose with respect to the particular ATM Distribution, (ii) the percentage of outstanding Shares that the number of Shares proposed to be sold under the Sell Notice represents, (iii) sales under prior Sell Notices, (iv) the trading volume and volatility of the Shares, (v) recent developments in the business, affairs and capital structure of the Issuer, and (vi) prevailing market conditions generally;

19. it is in the interest of both the Issuer and the Agent to minimize the market impact of sales under an ATM Distribution; the Agent will monitor closely the market’s reaction to trades made under an ATM Distribution in order to evaluate the likely market impact of future trades; the Agent has experience and expertise in managing sell orders to limit downward pressure on trading prices; if the Agent has concerns as to whether a particular sell order placed by the Issuer may have a significant effect on the market price of the Shares, the Agent will recommend against effecting the trade at that time;

Disclosure of Shares Sold

20. for each financial period in which the Issuer conducts an ATM Distribution, it will disclose in its annual and interim financial statements and related management discussion and analysis filed on SEDAR the number and average selling price of Shares distributed under the ATM Distribution in accordance with the Prospectus, and the commission and gross and net proceeds for such sales;

Prospectus Delivery Requirement

21. under the Delivery Requirement, a dealer effecting a trade of securities offered under a prospectus is required to deliver a copy of the prospectus (including the applicable prospectus supplement(s) in the case of a base shelf prospectus) to the purchaser within prescribed time limits;

22. the delivery of a prospectus is not practicable in the circumstances of an ATM Distribution because neither the Agent nor any Selling Agent, as applicable, effecting the trade will know the identity of the purchasers;

23. the Shelf Prospectus and the Prospectus Supplement (together with all documents incorporated by reference therein) will be filed and readily available electronically via SEDAR to all purchasers under ATM Distribution; as stated in section 9 above, the Issuer will issue a news release that specifies where and how copies of the Shelf Prospectus and the Prospectus Supplement can be obtained;

24. the liability of an issuer or an agent (and others) for misrepresentation in a prospectus under the civil liability provisions of the Legislation will not be affected by the grant of an exemption from the Delivery Requirement, as purchasers of securities offered under a prospectus during the period of distribution have a right of action for damages or rescission without regard to whether the purchaser relied on the misrepresentation or in fact received a copy of the prospectus;

Withdrawal Right and Right of Action for Non-Delivery

25. under the Legislation, an agreement to purchase securities in respect of a distribution to which the prospectus requirement applies is not binding on the purchaser if a dealer receives, not later than midnight on the second day exclusive of Saturdays, Sundays and holidays, after receipt by the purchaser of the latest prospectus or any

August 6, 2020 (2020), 43 OSCB 6234

Decisions, Orders and Rulings

amendment to the prospectus, a notice in writing that the purchaser does not intend to be bound by the agreement of purchase (the Withdrawal Right);

26. under the Legislation, a purchaser of securities to whom a prospectus was required to be sent or delivered in compliance with the Delivery Requirement, but was not so sent or delivered, has a right of action for rescission or damages against the dealer who did not comply with the Delivery Requirement (the Right of Action for Non-Delivery);

27. neither the Withdrawal Right nor the Right of Action for Non-Delivery is workable in the context of an ATM Distribution because of the impracticability of delivering the Prospectus to a purchaser of Shares thereunder;

Prospectus Form Requirements

28. to reflect the fact that an ATM Distribution is a continuous distribution, the Prospectus Supplement and any amendment thereto will include the following issuer certificate (with appropriate modifications in respect of the filing of an amendment prescribed by section 2.4 of Appendix A to NI 44-102), such issuer certificate to supersede and replace any issuer certificate contained in the Shelf Prospectus solely with regard to the ATM Distribution:

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement, as required by the securities legislation of each of the provinces and territories of Canada.

29. to reflect the fact that an ATM Distribution is a continuous distribution, the Prospectus Supplement and any amendment thereto will include the following underwriter certificate (with appropriate modifications in respect of the filing of an amendment prescribed by section 2.4 of Appendix A to NI 44-102):

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, will, as of the date of a particular distribution of securities under the prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement, as required by the securities legislation of each of the provinces and territories of Canada.

30. a different statement of purchasers’ rights than that required by the Legislation is necessary in order to allow the Prospectus to accurately reflect the relief granted from the Delivery Requirement; accordingly, the Prospectus Supplement will state the following, with the date reference completed:

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revision of the price, or damages if the prospectus, prospectus supplements relating to securities purchased by a purchaser and any amendment are not delivered to the purchaser, provided that the remedies are exercised by the purchaser within the time limit prescribed by securities legislation. However, purchasers of Shares under an at-the-market distribution by the Issuer will not have the right to withdraw from an agreement to purchase the Shares and will not have remedies of rescission or, in some jurisdictions, revision of the price or damages for non-delivery of the prospectus supplement, the accompanying prospectus and any amendment thereto relating to the Shares purchased by such purchaser because the prospectus supplement, the accompanying prospectus and any amendment thereto relating to the Shares purchased by the purchaser will not be delivered as permitted under a decision document dated •, 2020 and granted under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

Securities legislation in certain of the provinces and territories of Canada also provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus supplement, the accompanying prospectus and any amendment thereto relating to the securities purchased by a purchaser contain a misrepresentation, provided that the remedies are exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation in the jurisdictions that a purchaser of Shares under an at-the-market distribution may have against the Issuer or the Agent for rescission or, in some jurisdictions, revision of the price, or damages if the prospectus supplement, the accompanying prospectus and any amendment thereto relating to the securities purchased by a purchaser contain a misrepresentation remain unaffected by the non-delivery of the prospectus and the decision document referred to above.

August 6, 2020 (2020), 43 OSCB 6235

Decisions, Orders and Rulings

Purchasers should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory and the decision document referred to above for the particulars of these rights or consult with a legal adviser.

31. the Prospectus Supplement will disclose that, in respect of ATM Distributions under the Prospectus Supplement, the statement prescribed in section 30 above supersedes and replaces the statement of purchasers’ rights contained in the Shelf Prospectus;

32. the statements required by items 2 and 3 of section 5.5 of NI 44-102 to be included in the Shelf Prospectus will be qualified by including the additional words ", except in cases where an exemption from the prospectus delivery requirement has been obtained"; and

33. the Issuer has not yet publicly announced its intention to enter into the Equity Distribution Agreement; premature disclosure of this intention may have an adverse effect on the Issuer.

Decision

¶ 4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) during the 60-day period ending not earlier than 10 days prior to the commencement of an ATM Distribution, the Shares have traded, in total, on one or more Marketplaces, as reported on a consolidated market display:

(i) an average of at least 100 times per trading day, and

(ii) with an average trading value of at least $1,000,000 per trading day;

(b) the Issuer does not, during the period that the final receipt for the Shelf Prospectus is effective, distribute by way of one or more ATM Distributions a total market value of Shares that exceeds 10% of the aggregate market value of Shares, such aggregate market value calculated in accordance with section 9.2 of NI 44-102 and as at the last trading day of the month before the month in which the first ATM Distribution is made;

(d) the Issuer complies with the representations in sections 3, 4, 8, 9, 11, 12, 15, 16, 17 and 18; and

(e) the Agent complies with the representations in sections 5, 6, 11, 12, 13, 14 and 19.

This decision will terminate 25 months from the date of the receipt for the Shelf Prospectus.

The further decision of the Decision Makers is that the Confidentiality Relief is granted.

“John Hinze” Director, Corporate Finance British Columbia Securities Commission

August 6, 2020 (2020), 43 OSCB 6236

Decisions, Orders and Rulings

2.2 Orders

2.2.1 Ontario Instrument 45-506 Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order)

Ontario Securities Commission

Ontario Instrument 45-506

Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order)

The Ontario Securities Commission, considering that to do so would not be prejudicial to the public interest, orders that effective July 30, 2020 Ontario Instrument 45–506 entitled “Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order)” is made.

July 30, 2020

“Grant Vingoe” Acting Chair

“Tim Moseley” Vice-Chair

Authority under which the order is made:

Act and section: Securities Act, subsection 143.11(2)

August 6, 2020 (2020), 43 OSCB 6237

Decisions, Orders and Rulings

Ontario Securities Commission

Ontario Instrument 45-506

Start-Up Crowdfunding Registration and Prospectus Exemptions (Interim Class Order) (the Order)

Background

1. Subsection 25(1) of the Securities Act (Ontario) (the Act) provides that, unless a person or company is exempt from the requirement in that 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 unless the person or company,

a) is registered in accordance with Ontario securities law as a dealer, or

b) is a representative registered in accordance with Ontario securities law as a dealing representative of a registered dealer and is acting on behalf of the registered dealer (the Registration Requirement).

2. A funding portal that trades in securities may be registered or rely on the exemption from the Registration Requirement in this Order or another exemption from the Registration Requirement under Ontario securities law.

3. Subsection 53(1) of the Act provides that 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 (the Prospectus Requirement).

4. Under subsection 143.11(2) of the Act, if the Ontario Securities Commission (the Commission) considers that it would not be prejudicial to the public interest to do so, the Commission may, on application by an interested person or company or on its own initiative, make an order exempting a class of persons or companies, trades, intended trades, securities or derivatives from any requirement of Ontario securities law on such terms or conditions as may be set out in the order, effective for a period of no longer than 18 months after the day on which it comes into force unless extended pursuant to paragraph (b) of subsection 143.11(3) of the Act.

5. On May 28, 2020, pursuant to subsection 143.11(2) of the Act, the Commission granted relief (the May Order) substantially similar to the relief from the Prospectus Requirement provided in this Order. However, because the May Order was granted upon application submitted by Silver Maple Ventures Inc. in respect of its funding portal known as “FrontFundr” (FrontFundr), the May Order is limited to distributions by issuers through FrontFundr only.

6. On February 27, 2020, the Commission published for comment Proposed National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions (the Proposed Instrument) and related materials. The comment period for the Proposed Instrument ended on July 13, 2020. This Order is intended to provide interim relief until such time as the Canadian Securities Administrators have had an opportunity to consider comments, finalize and, subject to Ministerial approval, implement the start-up crowdfunding regime contemplated in the Proposed Instrument.

7. In light of COVID-19 and having considered the interests of investors and the financing needs of early stage businesses and other small enterprises, the Commission is satisfied that, subject to the conditions of this Order, it would not be prejudicial to the public interest to provide, on an interim basis, exemptions from the Registration Requirement and the Prospectus Requirement to allow start-up crowdfunding distributions.

Interpretation

8. Terms defined in the Act or National Instrument 14-101 Definitions have the same meaning if used in this Order, unless otherwise defined.

9. In this Order:

“annual working capital certification” means a completed Form 5 Start-Up Crowdfunding – Annual Working Capital Certification attached as Appendix 5 to this Order;

“closing of the distribution” means, at the discretion of the issuer, any time after the minimum offering amount is reached;

“corresponding start-up crowdfunding order” means an order issued or a rule adopted by another securities regulatory authority or regulator, the terms of which are substantially similar to this Order.

August 6, 2020 (2020), 43 OSCB 6238

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“eligible security” means:

(a) a common share,

(b) a non-convertible preference share,

(d) a non-convertible debt security linked to a fixed or floating interest rate, and

(e) a unit of a limited partnership;

“funding portal” means a person or company through which a start-up crowdfunding distribution is made;

“funding portal – individual information form” means a completed Form 4 Start-Up Crowdfunding – Funding Portal – Individual Information attached as Appendix 4 to this Order;

“funding portal information form” means a completed Form 3 Start-Up Crowdfunding – Funding Portal Information attached as Appendix 3 to this Order;

“issuer group” means

(a) the issuer,

(b) an affiliate of the issuer, and

(i) that is engaged in a common enterprise with the issuer or with an affiliate of the issuer, or

(ii) whose business is founded or organized, directly or indirectly, by the same person or persons who founded or organized the issuer;

“minimum offering amount” means the minimum amount disclosed in the offering document;

“offering document” means a completed Form 1 Start-up Crowdfunding - Offering Document, including any amendment to the offering document, attached as Appendix 1 to this Order;

“participating jurisdictions” means British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and any other jurisdiction whose securities regulatory authority or regulator has adopted a corresponding start-up crowdfunding order;

“principal” means a promoter, director, officer or control person;

“risk warning” means the Form 2 Start-up Crowdfunding - Risk Acknowledgement, attached as Appendix 2 to this Order; and

“start-up crowdfunding distribution” means a distribution through a funding portal of an eligible security that is exempt from the prospectus requirement under this Order or a corresponding start-up crowdfunding order.

Order

10. The May Order is revoked.

Exemption from the Registration Requirement for funding portals

11. (1) The decision of the Commission is that, pursuant to subsection 143.11(2) of the Act, an exemption from the Registration Requirement is granted to a funding portal in respect of a distribution by an issuer if all of the following apply:

(a) the funding portal is not registered under securities legislation in any jurisdiction of Canada;

August 6, 2020 (2020), 43 OSCB 6239

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(b) the funding portal does not advise a purchaser about the merits of an investment or recommend or represent that an eligible security is a suitable investment for the purchaser;

(d) the funding portal only facilitates or proposes to facilitate crowdfunding distributions;

(e) at least 30 days before the first date the funding portal facilitates a crowdfunding distribution, the funding portal delivered to the Commission all of the following documents:

a. a completed funding portal information form certified by an authorized individual of the funding portal;

b. a completed funding portal – individual information form for each principal of the funding portal that contains a certification signed by that principal;

(f) the funding portal has its head office in Canada;

(g) the funding portal has policies and procedures reasonably designed to prevent a person or company from accessing its platform unless the person or company acknowledges that the person or company is accessing a platform of a funding portal that:

a. is not a registered dealer under securities legislation in any jurisdiction of Canada, and

b. will not, and is not authorized to, provide advice about

i. the suitability of any security for investment by the person or company, or

ii. the merits of any investment;

(h) the following is disclosed on the funding portal’s platform:

a. a statement that the funding portal is not registered in any capacity under securities legislation in any jurisdiction of Canada and is relying on the exemption in this Order from the Registration Requirement;

b. a statement that the funding portal will hold each purchaser’s assets

i. separate and apart from the funding portal’s own property,

ii. in trust for the purchaser, and

iii. in the case of cash, in a designated trust account at a Canadian financial institution; and

c. the policies and procedures that the funding portal will follow for notifying each purchaser if the funding portal becomes insolvent or discontinues operations, and how the funding portal will return the assets to the purchaser;

(i) the funding portal holds each purchaser’s assets

a. separate and apart from the funding portal’s own property,

b. in trust for the purchaser, and

c. in the case of cash, in a designated trust account at a Canadian financial institution;

(j) the funding portal has policies and procedures for handling funds, in relation to a crowdfunding distribution, sufficient to provide reasonable assurance that the funding portal will comply with the conditions at paragraph 11(1)(i);

(k) the funding portal does not close a crowdfunding distribution on its platform unless the funding portal receives, through the funding portal’s platform, payment for the distribution of each eligible security from the purchaser of such security;

August 6, 2020 (2020), 43 OSCB 6240

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(l) when an issuer provides the funding portal with its completed offering document and risk warning, the funding portal has policies and procedures reasonably designed to make these documents available to each purchaser through its platform;

(m) the funding portal has policies and procedures to prevent a purchaser from subscribing to a crowdfunding distribution unless the purchaser first completes the risk warning and confirms that the purchaser has read and understands the issuer’s completed offering document;

(n) the funding portal has policies and procedures for promptly notifying each purchaser of an issuer’s crowdfunding distribution of

a. any amendment to that issuer’s completed offering document, and

b. the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal under paragraph 12(j);

(o) the funding portal has policies and procedures to return all funds to a purchaser within five business days of receiving a withdrawal notification under paragraph 12(j) from that purchaser;

(p) if an issuer has not raised the minimum offering amount by the 90th day after the issuer’s completed offering document is first made available on the funding portal’s platform, or if an issuer notifies the funding portal that it is withdrawing its crowdfunding distribution, then no later than five business days after such occurrence, the funding portal

a. notifies the issuer, and each purchaser of that issuer’s crowdfunding distribution, that funds have been returned or are in the process of being returned, and

b. takes reasonable steps to return, or cause to be returned, all funds to each purchaser of that issuer’s crowdfunding distribution;

(q) if each 48 hours period in paragraph 12(j) has elapsed, then the funding portal

a. releases, or causes to be released, all funds due to the issuer at the closing of the distribution, and

b. no later than fifteen days after the closing of the distribution

i. notifies each purchaser that the funds have been released to the issuer, and

ii. provides the issuer with all information required to comply with the issuer’s obligation in paragraph 12(q); and

(r) neither the funding portal, nor any of its principals, is or has been the subject of an order, judgement, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court in the last 10 years related to a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct;

(s) neither the funding portal, nor any of its principals, is or has been a principal of an entity that is or has been subject to an order, judgement, decree, sanction, administrative penalty or settlement agreement described in paragraph 11(1)(r);

(t) the funding portal has policies and procedures to promptly notify the Commission, and any purchasers for which it holds assets, of the process the funding portal will use to return the assets to these purchasers, in the event that the funding portal becomes insolvent or discontinues operations; and

(u) the funding portal is not insolvent.

11. (2) A funding portal relying on the exemption in subsection 11(1) must:

(a) maintain for a period of eight years from the date a record is created, books and records at its head office that accurately record its financial affairs and client transaction, and demonstrate the extent of the funding portal’s compliance with this Order;

August 6, 2020 (2020), 43 OSCB 6241

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(b) notify the Commission of each change to the information previously submitted in a document referred to in paragraph 11(1)(e) by delivering an amendment to the document no later than 30 days after the change;

(c) take reasonable steps to confirm that the majority of the directors of the funding portal ordinarily reside in Canada;

(d) disclose on its platform, for each principal of the funding portal, the full legal name, municipality and jurisdiction of residence, business mailing and email address and business telephone number of each principal of the funding portal;

(e) take reasonable steps to confirm that the head office of an issuer is in Canada before allowing that issuer to post a crowdfunding distribution on the funding portal’s platform;

(f) not allow a person or company to access the funding portal’s platform unless the person or company acknowledges that the person or company is accessing a platform of a funding portal that:

i. is not a registered dealer under securities legislation in any jurisdiction of Canada, and

ii. will not, and is not authorized to, provide advice about

(A) the suitability of any security for investment by the person or company, or

(B) the merits of any investment;

(g) not close a crowdfunding distribution on its platform unless the funding portal has made the applicable offering document and risk warning available to each purchaser through the funding portal’s platform;

(h) not close a crowdfunding distribution on its platform unless each purchaser completes the risk warning and confirms that the purchaser has read and understands the issuer’s completed offering document;

(i) upon receiving notice from an issuer that the issuer has amended its completed offering document, promptly notify each purchaser of that issuer’s crowdfunding distribution of

i. the amendment; and

ii. the purchaser’s right to withdraw from the agreement to purchase the eligible security by delivering a notice under paragraph 12(j)

(j) return all funds to a purchaser within five business days of receiving a withdrawal notification under paragraph 12(j) from that purchaser;

(k) deliver to the Commission a completed annual working capital certification within 10 days of the calendar year end; and

(l) upon becoming insolvent or discontinuing operations, promptly notify the Commission, and any purchasers for which it holds assets, of the process the funding portal will use to return the assets to these purchasers.

Exemption from the Prospectus Requirement for issuers

12. The decision of the Commission is that, pursuant to subsection 143.11(2) of the Act, an exemption from the Prospectus Requirement is granted in respect of a distribution by an issuer if:

(a) the distribution is of its own eligible security;

(b) the distribution and payment for the eligible security is facilitated through a funding portal that is:

(i) relying on the exemption in subsection 11(1), or

(ii) operated by an exempt market dealer or investment dealer provided that the issuer has obtained written confirmation from the registered dealer that:

August 6, 2020 (2020), 43 OSCB 6242

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(A) it has filed either a completed Form 33-109F5 Change of Registration Information or Form 33-109F6 Firm Registration that describes its business as including operating a funding portal under this Order;

(B) the funding portal meets or will meet the conditions set out in paragraphs 11(1)(k), 11(1)(p), 11(1)(q), 11(2)(c), 11(2)(g), 11(2)(h), 11(2)(i) and 11(2)(j); and

(C) prior to allowing any person entry to its platform, requires the person to acknowledge that they are entering a website of a funding portal:

(a) that is operated by an investment dealer or an exempt market dealer, as applicable, under Canadian securities legislation, and

(b) that will provide advice about the suitability of the eligible security;

(d) the head office of the issuer is located in a participating jurisdiction;

(e) the aggregate funds raised in any start-up crowdfunding distribution by any person or company in the issuer group does not exceed $250,000;

(f) the issuer group completes no more than two start-up crowdfunding distributions in a calendar year;

(g) the distribution occurs no later than the 90th day after the first date the offering document is made available on the funding portal’s platform;

(h) the issuer uses an offering document to conduct the distribution and provides the offering document to the funding portal for the purpose of making it available to a purchaser through the funding portal’s platform;

(i) the issuer amends the offering document in the event the offering document is no longer true and provides it to the funding portal as soon as practicable for the purpose of making it available to a purchaser through the funding portal’s platform;

(j) the issuer provides a purchaser with a contractual right to withdraw an offer to purchase an eligible security that may be exercised by the purchaser delivering a notice to the funding portal within 48 hours of (i) the purchaser’s subscription or (ii) the funding portal notifying the purchaser that the offering document has been amended;

(k) the offering document discloses how the issuer intends to use the funds raised and the minimum offering amount to close the distribution;

(l) the issuer raises the minimum offering amount described in the offering document, which may be reduced by the amount of any concurrent distribution made under a prospectus exemption other than the prospectus exemption set out in this Order and a corresponding start-up crowdfunding order, provided that the funds from the concurrent distribution are unconditionally available to the issuer;

(m) no concurrent start-up crowdfunding distribution is made by any person or company in the issuer group for the purpose described in the offering document;

(n) no commission, fee or other amounts are paid to the issuer group or any of their principals, employees or agents with respect to the distribution;

(o) a principal of the issuer group is not a principal of the funding portal;

(p) each purchaser invests no more than:

a. $1,500; or

b. $5,000, provided that the purchaser has obtained advice from a registered dealer that such investment is suitable for that person;

August 6, 2020 (2020), 43 OSCB 6243

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(q) within 30 days after the closing of the distribution, the issuer delivers or causes to be delivered to each purchaser a confirmation setting out the following:

a. the date of subscription and the closing of the distribution;

b. the quantity and description of the eligible security purchased;

c. the price per eligible security paid by the purchaser; and

d. the total commission, fee and any other amounts paid by the issuer to the funding portal in respect of the start-up crowdfunding distribution;

(r) the issuer that distributes a security under this Order must file no later than the 30th day after the closing of the distribution:

(i) the offering document; and

(ii) a report in Form 45-106F1 Report of Exempt Distribution.

Resale restrictions

13. The decision of the Commission is that the first trade of a security acquired under this Order is subject to section 2.5 of National Instrument 45-102 Resale of Securities.

Effective date and term

This decision comes into effect on this 30th day of July, 2020 and will cease to be effective on the earlier of the following:

(a) the date that is 18 months after the date of this Order unless extended by the Commission, and

(b) the effective date of the Proposed Instrument.

August 6, 2020 (2020), 43 OSCB 6244

Decisions, Orders and Rulings

Appendix 1

Form 1 Start-Up Crowdfunding - Offering Document

GENERAL INSTRUCTIONS:

(1) Filing Instructions

An issuer relying on the start-up crowdfunding prospectus exemption is required to file the offering document no later than the 30th day after the closing of the distribution as follows:

• In all participating jurisdictions (except British Columbia and Ontario) – file this form through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).

• In British Columbia – through BCSC eServices at http://www.bcsc.bc.ca.

• In Ontario – through the OSC Electronic Filing Portal at https://www.osc.gov.on.ca/filings.

This offering document and all amendments must be filed where the issuer has made a start-up crowdfunding distribution, as well as in the participating jurisdiction where the issuer’s head office is located.

(2) This offering document must be completed and certified by an authorized individual on behalf of the issuer.

(3) Draft this offering document so that it is easy to read and understand. Be concise and use clear, plain language. Avoid technical terms.

(4) Conform as closely as possible to the format set out in this form. Address the items in the order set out below. No variation of headings, numbering or information set out in the form is allowed and all are to be displayed as shown.

(5) This offering document is to be provided to your funding portal which has to make it available on its website. If the information contained in this offering document no longer applies or is no longer true, you must immediately amend the document and send the new version to the funding portal.

(6) For information on how to complete this form and for information relating to the filing of this form, please refer to the Start-up Crowdfunding Guide for Businesses available on the website of the securities regulatory authority or regulator of the participating jurisdictions.

Item 1: RISKS OF INVESTING

1.1 Include the following statement, in bold type:

“No securities regulatory authority or regulator has assessed reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.”

Item 2: THE ISSUER

2.1 Provide the following information for the issuer:

(a) Full legal name as it appears in the issuer’s organizing documents,

(b) Head office address,

(d) Fax, and

(e) Website URL.

2.2 Provide the following information for a contact person of the issuer who is able to answer questions from purchasers and security regulatory authority or regulator:

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(a) Full legal name (first name, middle name and last name),

(b) Position held with the issuer,

(d) Business telephone,

(e) Fax, and

(f) Business e-mail.

Item 3: BUSINESS OVERVIEW

3.1 Briefly explain, in a few lines, the issuer’s business and why the issuer is raising funds.

Include the following statement, in bold type:

“A more detailed description of the issuer’s business is provided below.”

Item 4: MANAGEMENT

4.1 Provide the information in the following table for each promoter, director, officer and control person of the issuer:

Full legal name Principal Expertise, education, Number and Date securities Percentage of the municipality of occupation and experience that type of securities were acquired issuer’s securities held residence and for the last is relevant to the of the issuer and price paid for as of the date of this position at issuer five years issuer’s business owned the securities offering document

4.2 State whether each person listed in item 4.1 or the issuer, as the case may be:

(a) has ever, pled guilty to or been found guilty of:

(i) a summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada,

(ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,

(iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, or

(iv) an offence under the criminal legislation of any other foreign jurisdiction,

(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity,

(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above.

Item 5: START-UP CROWDFUNDING DISTRIBUTION

5.1 Provide the name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution.

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5.2 List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available.

5.3 Provide the following information with respect to the start-up crowdfunding distribution:

(a) the date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal), and

(b) the date(s) and description of any amendment(s) made to this offering document, if any.

5.4 Indicate the type of eligible securities offered.

5.5 The eligible securities offered provide the following rights (choose all that apply):

 Voting rights,

 Dividends or interests (describe any right to receive dividends or interest),

 Rights on dissolution,

 Conversion rights (describe what each security is convertible into),

 Other (describe the rights).

5.6 Provide a brief summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights.

5.7 In a table, provide the following information:

Total amount ($) Total number of eligible securities issuable Minimum offering amount Maximum offering amount Price per eligible security

5.8 Indicate the minimum investment amount per purchaser, if any.

5.9 Include the following statement, in bold type:

“Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to [insert name of issuer] that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.”

Item 6: ISSUER’S BUSINESS

6.1 Describe the issuer’s business. Provide details about the issuer’s industry and operations.

6.2 Describe the legal structure of the issuer and indicate the jurisdiction where the issuer is incorporated or organized.

6.3 Indicate where the issuer’s articles of incorporation, limited partnership agreement, shareholder agreement or similar document are available to purchasers.

6.4 Indicate which statement(s) best describe the issuer’s operations (select all that apply):

 Has never conducted operations,

 Is in the development stage,

 Is currently conducting operations,

 Has shown profit in the last financial year.

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6.5 Indicate whether the issuer has financial statements available. If yes, include the following statement, in bold type:

“Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.”

6.6 Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities.

Item 7: USE OF FUNDS

7.1 Provide information on all funds previously raised and how they were used by the issuer.

7.2 Using the following table, provide a detailed breakdown of how the issuer will use the funds from this start-up crowdfunding distribution. If any of the funds will be paid directly or indirectly to a promoter, director, officer or control person of the issuer, disclose in a note to the table the name of the person, the relationship to the issuer and the amount. If more than 10% of the available funds will be used by the issuer to pay debt and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred.

Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount

Item 8: PREVIOUS START-UP CROWDFUNDING DISTRIBUTIONS

8.1 For each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years, provide the information below:

(a) the full legal name of the issuer that made the distribution,

(b) the name of the funding portal, and

(c) whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred.

Item 9: COMPENSATION PAID TO FUNDING PORTAL

9.1 Describe the commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution.

Item 10: RISK FACTORS

10.1 Describe in order of importance, starting with the most important, the main risks of investing in the issuer’s business for the purchasers.

Item 11: REPORTING OBLIGATIONS

11.1 Describe the nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information.

Item 12: RESALE RESTRICTIONS

12.1 Include the following statement, in bold type:

“The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.”

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Item 13: PURCHASERS’ RIGHTS

13.1 Include the following statement, in bold type:

“If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer.

You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.

The offering of securities described in this offering document is made pursuant to a start-up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement.

[If the funding portal is not operated by a registered dealer in any of the participating jurisdictions where you intend to raise funds, add the phrase “and the funding portal from the registration requirement” after the words “prospectus requirement” in the above paragraph].”

Item 14: DATE AND CERTIFICATE

14.1 Include the following statement, in bold type:

“On behalf of the issuer, I certify that the statements made in this offering document are true.”

14.2 Provide the signature, date of the signature, name and position of the authorized individual certifying this offering document.

14.3 If this offering document is signed electronically, include the following statement, in bold type:

“I acknowledge that I am signing this offering document electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding.”

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Questions:

Refer any questions to the following participating jurisdictions:

Ontario New Brunswick Ontario Securities Commission Financial and Consumer Services Commission 20 Queen Street West, 22nd Floor 85 Charlotte Street, Suite 300 Toronto, Ontario M5H 3S8 Saint John, New Brunswick E2L 2J2 Toll free: 1-877-785-1555 Toll free: 1-866-933-2222 E-mail: [email protected] E-mail: [email protected] www.osc.ca www.fcnb.ca

Alberta Nova Scotia The Alberta Securities Commission Nova Scotia Securities Commission Suite 600, 250-5th Street SW Suite 400, 5251 Duke Street Calgary, Alberta T2P 0R4 Halifax, Nova Scotia B3J 1P3 Telephone: 403-297-6454 Telephone: 902-424-7768 E-mail: [email protected] Toll free in Nova Scotia: 1-855-424-2499 www.asc.ca E-mail: [email protected] nssc.novascotia.ca

British Columbia Québec British Columbia Securities Commission Autorité des marchés financiers P.O. Box 10142, Pacific Centre Direction de l’encadrement des intermédiaires 701 West Georgia Street 800, rue du Square-Victoria, 4th floor Vancouver, British Columbia V7Y 1L2 P.O. Box 246, Tour de la Bourse Telephone: 604-899-6854 Montréal, Québec H4Z 1G3 Toll free in Canada: 1-800-373-6393 Telephone: 514-395-0337 E-mail: [email protected] Toll free in Québec: 1-877-525-0337 www.bcsc.bc.ca E-mail: [email protected] www.lautorite.qc.ca

Manitoba Saskatchewan The Manitoba Securities Commission Financial and Consumer Affairs Authority of Saskatchewan 500 - 400 St Mary Avenue Securities Division Winnipeg, Manitoba R3C 4K5 Suite 601 – 1919 Saskatchewan Drive Telephone: 204-945-2548 Regina, Saskatchewan S4P 4H2 Toll free in Manitoba: 1-800-655-2548 Telephone: 306-787-5645 E-mail: [email protected] E-mail: [email protected] www.mbsecurities.ca

August 6, 2020 (2020), 43 OSCB 6250

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Appendix 2

Form 2 Start-Up Crowdfunding - Risk Acknowledgement

Issuer Name:

Type of Eligible Security offered:

WARNING! BUYER BEWARE: This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

Yes No

1. Risk acknowledgment

Risk of loss – Do you understand that this is a risky investment and that you may lose all the money you pay for this investment?

No income – Do you understand that you may not earn any income, such as dividends or interest, on this investment?

Liquidity risk – Do you understand that you may never be able to sell this investment?

Lack of information – Do you understand that you may not be provided with any ongoing information about the issuer and/or this investment?

2. No approval and no advice [Instructions: Delete “no advice” if the funding portal is operated by a registered dealer.]

No approval – Do you understand that this investment has not been reviewed or approved in any way by a securities regulator?

No advice – Do you understand that you will not receive advice about your investment? [Instructions: Delete if the funding portal is operated by a registered dealer.]

3. Limited legal rights

Limited legal rights – Do you understand that you will not have the same rights as if you purchased under a prospectus or through a stock exchange?

If you want to know more, you may need to seek professional legal advice.

4. Purchaser’s acknowledgement

Investment risks – Have you read this form and do you understand the risks of making this investment?

Offering document – Before you invest, you should read the offering document carefully. The offering document contains important information about this investment. If you have not read the offering document or if you do not understand the information in it, you should not invest.

Have you read and do you understand the information in the offering document?

First and last name:

Electronic signature: By clicking the [I confirm] button, I acknowledge that I am signing this form electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding. The date of my electronic signature is the same as my acknowledgement.

August 6, 2020 (2020), 43 OSCB 6251

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5. Additional information

. You have 48 hours to cancel your purchase by sending a notice to the funding portal at: [Instructions: Provide email address or fax number where purchasers can send their notice. Describe any other manner for purchasers to cancel their purchase.]

. If you want more information about your local securities regulation, go to www.securities-administrators.ca. Securities regulators do not provide advice on investment.

. To check if the funding portal is operated by a registered dealer, go to www.aretheyregistered.ca [Instructions: Delete if the funding portal is not operated by a registered dealer.]

August 6, 2020 (2020), 43 OSCB 6252

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Appendix 3

Form 3 Start-Up Crowdfunding – Funding Portal Information Form

GENERAL INSTRUCTIONS:

(1) This form must be typed, printed, signed and delivered via e-mail with any attachments and all corresponding Start-Up Crowdfunding - Funding Portal - Individual Information Forms to the securities regulatory authority or regulator of each of the participating jurisdictions where the funding portal facilitates or intends to facilitate a start-up crowdfunding distribution at the e-mail address(es) provided on the last page of this form.

(2) This form must be completed and certified by an authorized individual on behalf of the funding portal.

(3) Question 7 and questions 9 to 16: Please check the appropriate space provided. If your answer to any of these questions is “Yes”, you must, in an attachment, provide complete details, including the circumstances, relevant dates, names of the parties involved and final disposition, if known. Responses must consider all time periods.

(4) An attachment in response to any question must be signed and dated by the authorized individual certifying this form.

(5) If a change occurs and the form and documents filed with the securities regulatory authority or regulator are no longer up to date, or the information they contain is no longer true, you must complete a new form setting out the change, and deliver it to the securities regulatory authority or regulator of each applicable participating jurisdiction as soon as practicable.

(6) For funding portal information, please refer to the Start-up Crowdfunding Guide for Funding Portals available on the website of the securities regulatory authority or regulator of the participating jurisdictions.

(7) The securities regulatory authority or regulator to which this form is delivered may request the funding portal to provide supporting documents. Please refer to Start-up Crowdfunding Guide for Funding Portals for examples of supporting documents.

FUNDING PORTAL INFORMATION

1. Provide the following information regarding the funding portal:

(a) Full legal name of the funding portal as it appears on the funding portal’s organizing documents;

(b) Name that the funding portal will be operating under;

(d) Head office address1;

(e) Telephone;

(f) Fax; and

(g) E-mail address.

2. Provide the following information regarding the contact person for the funding portal:

(a) Full legal name (first name, middle name and last name);

(b) Business address;

(d) Fax; and

1 If the funding portal’s head office is not located in one of the participating jurisdictions, then, unless exemptive relief is obtained, the funding portal may be in violation of the dealer registration requirement in that jurisdiction. Please refer to the Start-up Crowdfunding Guide for Funding Portals for more information.

August 6, 2020 (2020), 43 OSCB 6253

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(e) E-mail address.

3. Provide the following information regarding each promoter, director, officer and control person of the funding portal. Use an attachment if necessary. Any attachment must be initialed by the authorized individual certifying this form.

(a) Full legal name (first name, middle name and last name); and

(b) Position(s) held.

4. Provide the name of each participating jurisdiction where the funding portal is delivering this form.

5. Provide the date the funding portal expects to begin to facilitate start-up crowdfunding distributions in the participating jurisdictions named in item 4 above.

6. If the funding portal is already relying on start-up crowdfunding registration and prospectus exemptions in any participating jurisdiction, provide the name(s) of the participating jurisdiction(s) and the date the Funding Portal Information Form was delivered to the securities regulatory authority or regulator.

7. Has the funding portal ever been notified by a securities regulatory authority or regulator that it cannot rely on the start- up crowdfunding registration and prospectus exemptions?

Yes ☐ No ☐

If yes, you must provide details.

8. Describe the legal structure of the funding portal and indicate the jurisdiction where the funding portal is incorporated or organized. Some participating jurisdictions may require additional documents. Please refer to the Start-up Crowdfunding Guide for Funding Portals for more information.

CRIMINAL DISCLOSURE

9. Has the funding portal ever been found guilty, pleaded no contest to, or been granted an absolute or conditional discharge from:

(a) a summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) (Canada),

(b) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,

(c) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, or

(d) an offence under the criminal legislation of any other foreign jurisdiction.

Yes ☐ No ☐

If yes, you must provide details.

10. Are there any outstanding or stayed charges against the funding portal alleging a criminal offence that was committed?

Yes ☐ No ☐

If yes, you must provide details.

CIVIL DISCLOSURE

11. Has the funding portal ever been the subject of an order, judgment, decree, sanction, or administrative penalty in Canada or a foreign jurisdiction in the last ten years related to its involvement in any type of business, securities, insurance or banking activity?

Yes ☐ No ☐

If yes, you must provide details.

August 6, 2020 (2020), 43 OSCB 6254

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12. Are there currently any outstanding civil actions alleging fraud, theft, deceit, misrepresentation, or similar misconduct against the funding portal?

Yes ☐ No ☐

If yes, you must provide details.

13. Has the funding portal ever been a defendant or respondent in any civil proceeding in which fraud, theft, deceit, misrepresentation, or similar misconduct is, or was, successfully established in a judgement?

Yes ☐ No ☐

If yes, you must provide details.

FINANCIAL DISCLOSURE

14. Has the funding portal ever had a petition in bankruptcy issued or made a voluntary assignment in bankruptcy or any similar proceeding?

Yes ☐ No ☐

If yes, you must provide details.

15. Has the funding portal made a proposal under any legislation relating to bankruptcy or insolvency or any similar proceeding?

Yes ☐ No ☐

If yes, you must provide details.

16. Has the funding portal ever been subject to, or initiated any proceedings, arrangement or compromise with creditors? This includes having a receiver, receiver-manager, administrator or trustee appointed by or at the request of creditors, privately, through court process or by order of a regulatory authority, to hold funding portal assets.

Yes ☐ No ☐

If yes, you must provide details.

17. Provide details on the process and procedure for handling all funds in relation to the start-up crowdfunding distribution in a designated trust account at a Canadian financial institution, including:

(a) the name of the Canadian financial institution the funding portal will use;

(b) the names of the signatories on this account and their role with the funding portal;

(d) a copy of the trust agreement, or details surrounding the establishment of this account. If the funding portal does not have a trust agreement or an account, please explain;

(e) details regarding how funds will flow:

i. from purchasers to the funding portal’s account;

ii. from the funding portal’s account to the issuer in the event that the start-up crowdfunding distribution closes; and

iii. from the funding portal’s account back to the purchasers in the event that the start-up crowdfunding distribution does not close or the purchaser has exercised their right of withdrawal.

FUNDING PORTAL WEBSITE

18. Provide access to the funding portal’s website in a test environment when complete and ready for viewing.

August 6, 2020 (2020), 43 OSCB 6255

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COLLECTION AND USE OF INFORMATION

The information required under this form is collected, used and disclosed by the securities regulatory authority or, where applicable, regulator of the participating jurisdictions under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

By submitting this form, the funding portal:

• acknowledges that the securities regulatory authority or regulator may collect personal information about the individuals referred to in this form or information about the funding portal,

• confirms that the individuals referred to in this form have been notified that their personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information, and

• consents to the posting on the website of the securities regulatory authority or regulator of:

i. the name that the funding portal will be operating under,

ii. the website address for the funding portal, and

iii. the funding portal’s reliance on a dealer registration exemption.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in any participating jurisdiction in which this form is delivered. Contact information is listed at the end of this form.

CERTIFICATION

By signing this form, the funding portal undertakes:

• to comply with all of the applicable conditions set out in the start-up crowdfunding registration and prospectus exemptions of each participating jurisdiction where this form is delivered, and

• to provide upon request to the securities regulatory authority or regulator of a participating jurisdiction access to the books and records maintained at its head office in accordance with the start-up crowdfunding registration and prospectus exemptions.

On behalf of the funding portal, I certify that the statements made in this form are true and complete.

Full legal name of funding portal: ______

Signature of authorized individual: ______Date: ______Print name of authorized individual: ______Position held: ______Telephone: ______E-mail: ______

IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM

August 6, 2020 (2020), 43 OSCB 6256

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Deliver by e-mail to the securities regulatory authority or regulator of each applicable participating jurisdiction:

August 6, 2020 (2020), 43 OSCB 6257

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Appendix 4

Form 4

Start-Up Crowdfunding – Funding Portal - Individual Information Form

GENERAL INSTRUCTIONS:

(1) This form must be typed, printed, signed and delivered via e-mail with any attachments and the corresponding Start-up Crowdfunding - Funding Portal Information Form to the securities regulatory authority or regulator of each of the participating jurisdictions where the funding portal facilitates or intends to facilitate a start-up crowdfunding distribution at the e-mail address(es) provided on the last page of this form.

(2) This form must be completed and certified by each promoter, director, officer, and control person of the funding portal.

(3) The information provided on this form must be specific to the individual certifying this form.

(4) Question 5 and questions 11 to 23: Please check the appropriate space provided. If your answer to any of these questions is “Yes”, you must, in an attachment, provide complete details, including the circumstances, relevant dates, names of the parties involved and final disposition, if known. Responses must consider all time periods.

(5) An attachment in response to any question must be signed and dated by the individual certifying this form.

(6) If a change occurs and the form and documents filed with the securities regulatory authority or regulator are no longer up to date or the information they contain is no longer true, you must complete a new form setting out the change, and deliver it to the securities regulatory authority or regulator of each applicable participating jurisdiction as soon as practicable.

(7) For funding portal information, please refer to the Start-up Crowdfunding Guide for Funding Portals available on the website of the securities regulatory authority or regulator of the participating jurisdictions.

FUNDING PORTAL INFORMATION

1. Provide the full legal name of the funding portal as it appears on the funding portal’s organizing documents.

2. Provide the name that the funding portal will be operating under.

3. Indicate the position(s) you hold with the funding portal.

INDIVIDUAL INFORMATION

4. Full legal name:

First name Middle name(s) Last name

5. Are you currently, or have you ever been, known by any name(s) other than your full legal name stated above, for example nicknames or names due to marriage?

Yes ☐ No ☐

If yes, you must provide details.

6. Telephone, fax number and e-mail address:

Residential: ( ) Fax number: ( )

Business: ( ) E-mail:

August 6, 2020 (2020), 43 OSCB 6258

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7. Provide all residential addresses for the past five years starting with your current residential address.

Number, street, city, province, territory or state, country and postal/ZIP From To code MM YYYY MM YYYY

8. If you are not a resident of Canada, you must have one address for service of process in Canada and provide the following information:

Name of agent for service:

Name of contact person:

Address for service:

Telephone:

9. Sex, date and place of birth:

Date of birth Place of birth Sex MM DD YYYY City Province/Territory/State Country

Female ☐

Male ☐

10. Country of citizenship: ______

11. Are you currently or have you ever been registered or licensed in any capacity with any Canadian securities regulatory authority or regulator, or with any other professional or regulatory entity?

Yes ☐ No ☐

If yes, you must provide your licence/ registration type, name of the entity, and the start date and ending date, if applicable:

12. Have you ever been dismissed for cause by an employer from a position following allegations that you:

• violated any statutes, regulations, rules or standards of conduct;

• failed to appropriately supervise compliance with any statutes, regulations, rules or standards of conduct; or

• committed fraud or the wrongful taking of property, including theft?

Yes ☐ No ☐

If yes, you must provide details.

August 6, 2020 (2020), 43 OSCB 6259

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CRIMINAL DISCLOSURE

13. Have you ever been found guilty, pleaded no contest to, or been granted an absolute or conditional discharge from:

• a summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) (Canada),

• a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,

• a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, or

• an offence under the criminal legislation of any other foreign jurisdiction.

Yes ☐ No ☐

If yes, you must provide details.

14. Are there any outstanding or stayed charges against you alleging a criminal offence that was committed?

Yes ☐ No ☐

If yes, you must provide details.

15. To the best of your knowledge, are there any outstanding or stayed charges against any entity of which you were, at the time the criminal offence was alleged to have taken place, a promoter, director, officer or control person?

Yes ☐ No ☐

If yes, you must provide details.

16. To the best of your knowledge, has any entity, when you were a promoter, director, officer or control person, ever been found guilty, pleaded no contest to or been granted an absolute or conditional discharge from a criminal offence that was committed?

Yes ☐ No ☐

If yes, you must provide details.

CIVIL DISCLOSURE

17. Have you ever been the subject of an order, judgment, decree, sanction, or administrative penalty in Canada or a foreign jurisdiction in the last ten years related to your involvement in any type of business, securities, insurance or banking activity?

Yes ☐ No ☐

If yes, you must provide details.

18. Are there currently any outstanding civil actions alleging fraud, theft, deceit, misrepresentation, or similar misconduct against you or an entity of which you are or were a promoter, director, officer or control person?

Yes ☐ No ☐

If yes, you must provide details.

19. Have you or an entity of which you are or were a promoter, director, officer or control person ever been a defendant or respondent in any civil proceeding in which a fraud, theft, deceit, misrepresentation, or similar misconduct is, or was, successfully established in a judgement?

Yes ☐ No ☐

If yes, you must provide details.

August 6, 2020 (2020), 43 OSCB 6260

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FINANCIAL DISCLOSURE

20. Have you or any entity when you were a promoter, director, officer or control person of that entity, ever had a petition in bankruptcy issued or made a voluntary assignment in bankruptcy or any similar proceeding?

Yes ☐ No ☐

If yes, you must provide details.

21. Have you or any entity when you were a promoter, director, officer or control person of that entity made a proposal under any legislation relating to bankruptcy or insolvency or any similar proceeding?

Yes ☐ No ☐

If yes, you must provide details.

22. Have you or any entity when you were a promoter, director, officer or control person of that entity ever been subject to proceedings under any legislation relating to the winding up or dissolution of that entity, or under the Companies’ Creditors Arrangement Act (Canada) or similar legislation?

Yes ☐ No ☐

If yes, you must provide details.

23. Have you or any entity when you were a promoter, director, officer or control person of that entity ever been subject to, or initiated any proceedings, arrangement or compromise with creditors? This includes having a receiver, receiver- manager, administrator or trustee appointed by or at the request of creditors, privately, through court process or by order of a regulatory authority, to hold your assets.

Yes ☐ No ☐

If yes, you must provide details.

August 6, 2020 (2020), 43 OSCB 6261

Decisions, Orders and Rulings

COLLECTION AND USE OF PERSONAL INFORMATION

The personal information required under this form is collected, used and disclosed by the securities regulatory authority or, where applicable, regulator of the participating jurisdictions under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

By submitting this form, you consent to the collection, use and disclosure of this personal information by the securities regulatory authority or regulator of each participating jurisdiction and any police records, records from other government or non- governmental regulators or self-regulatory organizations, credit records and employment records about you that the securities regulatory authority or regulator may need to determine the completeness of the information submitted in this form and compliance with the conditions of the start-up crowdfunding registration and prospectus exemptions. The securities regulatory authority or regulator may contact government and private bodies or agencies, individuals, corporations and other organizations for information about you.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator of any participating jurisdiction in which this form is delivered. Contact information is listed at the end of this form.

August 6, 2020 (2020), 43 OSCB 6262

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CERTIFICATION

By submitting this form, I:

• certify that the statements made in this form are true and complete, and

• agree to be subject to the securities legislation of each participating jurisdiction of Canada where I have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to my activities as a promoter, director, officer or control person of a funding portal under applicable securities legislation.

Signature: ______Date: ______Print name: ______Position held: ______

IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM

August 6, 2020 (2020), 43 OSCB 6263

Decisions, Orders and Rulings

Deliver by e-mail to the securities regulatory authority or regulator of each applicable participating jurisdiction:

August 6, 2020 (2020), 43 OSCB 6264

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Appendix 5

Form 5

Start-Up Crowdfunding - Annual Working Capital Certification

The funding portal certifies that it has sufficient working capital to continue its operations for at least the next 12 months.

On behalf of the funding portal, I certify that the statement made in this form is true and complete.

Full legal name of funding portal: ______

Signature of the chief executive officer, chief financial officer or functional equivalent: ______Date: ______Print name of individual: ______Position held: ______

Telephone: ______E-mail: ______

IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM

August 6, 2020 (2020), 43 OSCB 6265

Decisions, Orders and Rulings

2.2.2 Majd Kitmitto et al.

IN THE MATTER OF MAJD KITMITTO, STEVEN VANNATTA, CHRISTOPHER CANDUSSO, CLAUDIO CANDUSSO, DONALD ALEXANDER (SANDY) GOSS, JOHN FIELDING AND FRANK FAKHRY

File No.: 2018-70

M. Cecilia Williams, Commissioner and Chair of the Panel

July 31, 2020

ORDER

WHEREAS on July 31, 2020, the Ontario Securities Commission (the Commission) held a hearing by teleconference;

ON HEARING the submissions of the representatives for Staff of the Commission (Staff) and for each of Majd Kitmitto, Steven Vannatta, Donald Alexander (Sandy) Goss, John Fielding and Frank Fakhry and agent for Christopher Candusso and Claudio Candusso (the Respondents);

IT IS ORDERED, for reasons to follow, that:

1. a further attendance in this proceeding is scheduled for August 7, 2020 at 2:00 p.m., by teleconference, or on such other dates and times as provided by the Office of the Secretary and agreed to by the parties;

2. the merits hearing dates scheduled for September 1, 2, 3, 4, 8, 9, 10, and 11, 2020 are vacated and the previously ordered merits hearing dates remain as scheduled, to be heard by videoconference, or on such other dates and times as provided by the Office of the Secretary and agreed to by the parties;

3. Staff shall serve affidavits for Staff’s investigator witnesses on every other party by no later than 4:30 p.m. on September 11, 2020; and

4. Staff shall file affidavits for Staff’s investigator witnesses by no later than 4:30 p.m. on September 25, 2020.

“M. Cecilia Williams”

August 6, 2020 (2020), 43 OSCB 6266

Chapter 3

Reasons: Decisions, Orders and Rulings

3.1 OSC Decisions

3.1.1 Coinsquare Ltd. et al. – ss. 127, 127.1

Citation: Coinsquare Ltd. (Re), 2020 ONSEC 19 Date: 2020-07-21 File No. 2020-21

IN THE MATTER OF COINSQUARE LTD., COLE DIAMOND, VIRGILE ROSTAND and FELIX MAZER

ORAL REASONS FOR APPROVAL OF A SETTLEMENT (Sections 127 and 127.1 of the Securities Act, RSO 1990, c S.5)

Hearing: July 21, 2020 Decision: July 21, 2020 Panel: M. Cecilia Williams Commissioner and Chair of the Panel Appearances: Carlo Rossi, For Staff of the Commission Alvin Qian David Conklin For Coinsquare Ltd. Peter Kolla Robert Vaux Shane D’Souza For Cole Diamond Rene Sorell Melissa MacKewn For Virgile Rostand Lawrence Ritchie For Felix Mazer James Smith

ORAL REASONS FOR APPROVAL OF A SETTLEMENT

The following reasons have been prepared for publication in the Ontario Securities Commission Bulletin, based on the transcript of the reasons delivered orally at the hearing, and as edited and approved by the Panel, to provide a public record.

[1] Enforcement Staff of the Ontario Securities Commission (Staff), Coinsquare Ltd. (Coinsquare), Cole Diamond (Diamond), Virgile Rostand (Rostand) and Felix Mazer (Mazer) (Coinsquare, Diamond, Rostand and Mazer are collectively the Respondents) have jointly submitted that it would be in the public interest to approve a settlement agreement among the parties dated July 16, 2020 (the Settlement Agreement).

[2] I agree. These are my reasons for approving the Settlement Agreement.

[3] The relevant facts and admissions, which are set out in detail in the Settlement Agreement, include:

a. Coinsquare operates a crypto asset trading platform, based in Toronto (the Coinsquare Platform) that facilitates the buying and selling of crypto assets;

b. the crypto assets purchased and sold on the Coinsquare Platform were held in crypto wallets controlled by Coinsquare and transactions were recorded in Coinsquare’s internal ledger;

August 6, 2020 (2020), 43 OSCB 6267

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c. Coinsquare provided its clients with contractual rights or claims to these crypto assets; these contractual rights constituted securities and derivatives and the crypto assets themselves constituted commodities and/or underlying interests of derivatives;

d. Rostand founded Coinsquare, developed the Coinsquare Platform, is Coinsquare’s President and acted as the Chief Technology Officer until January 2019, after which time he remained in charge of the technological aspects of the Coinsquare Platform;

e. Diamond is Coinsquare’s Chief Executive Officer (CEO) and has been its de facto Chief Financial Officer since approximately January 2019;

f. Mazer held the title of Chief Compliance Officer (CCO) at Coinsquare from May 2018 to June 2020 and reported directly to Diamond;

g. Coinsquare is not registered with the Commission;

h. Mazer is not registered in connection with his role as Coinsquare’s CCO;

i. Coinsquare inflated the trading volumes on the Coinsquare Platform through reporting “wash” trades (the Activity) representing over 90% of its reported trading volume between July 2018 and December 2019, through the use of a market volume function algorithm;

j. The market volume function algorithm created simultaneous matching buy and sell orders from an internal Coinsquare account resulting in Coinsquare reporting the wash trades; the wash trades had no economic substance, involved no change in beneficial ownership and did not involve the exchange of funds or financial interests;

k. Diamond directed that Coinsquare engage in the Activity;

l. Rostand developed and implemented the market volume function algorithm to give effect to the Activity;

m. the Activity took place while the Respondents were engaging with the Commission and with the Investment Industry Regulatory Organization of Canada (IIROC) for the purpose of seeking to register a Coinsquare subsidiary, Coinsquare Capital Markets Ltd. (Coinsquare Capital Markets), as an investment dealer and to operate an alternative trading system. The Respondents failed to disclose the Activity to the Commission, including during an on-site pre-registration review at Coinsquare’s offices in March 2019;

n. Coinsquare reported the inflated volumes resulting from the Activity on its website and through its application programming interface which, in turn, resulted in the inflated volumes being reported to the public by third party websites;

o. Coinsquare admits that it engaged in market manipulation through reporting of the inflated trading volumes;

p. in response to inquiries about the inflated trading volumes on a social media site and through emails from clients, Coinsquare made misleading statements about the possible source or cause of the inflated trading volumes and Diamond and Rostand admitted to authorizing, permitting and/or acquiescing in this conduct;

q. Mazer became aware of the Activity in March 2019 and failed to take steps that a reasonable CCO would have taken in the circumstances, contrary to the public interest;

r. Coinsquare also took a reprisal against an internal whistleblower (the Internal Whistleblower) who learned of the Activity and who reported concerns about the Activity to senior management, including Diamond and Rostand, between March 2019 and October 2019;

s. Diamond authorized, permitted and/or acquiesced in the reprisal against the Internal Whistleblower; and

t. Coinsquare also failed to implement appropriate controls to prevent other inappropriate trading practices, contrary to the public interest, which resulted in Coinsquare:

i. reporting additional non-economic internal trades valued at approximately 112,000 bitcoins between December 2014 and December 2019; and

ii. placing more than 10.5 million orders outside a range likely to result in executed trades.

August 6, 2020 (2020), 43 OSCB 6268

Reasons: Decisions, Orders and Rulings

[4] The breaches of Ontario securities law here are serious. The conduct addressed in the Settlement Agreement arises in the context of the emerging crypto asset industry. The Settlement Agreement follows recent guidance from the Canadian Securities Administrators on the application of securities legislation to entities facilitating the trading of crypto assets. It must be clear to all who participate in the crypto asset industry that, where Ontario securities law applies to their activities, they are expected to meet the same high standards of honesty and responsible conduct that apply in the more traditional capital markets. It must also be clear that, while the Commission encourages innovation in the capital markets, it will not do so at the expense of fair and efficient markets. In addition, the protection against whistleblower reprisal is fundamental and the Commission expects that employees be free to raise concerns about potential breaches of Ontario securities law without fear of adverse impacts on their employment.

[5] I have also taken into account mitigating circumstances. Specifically:

a. the Respondents:

i. cooperated with Staff’s investigation;

ii. had no prior disciplinary record with any securities regulatory authority, including the Commission; and

iii. sought to reach an early resolution of this matter, prior to the commencement of proceedings; and

b. Diamond and Rostand had no experience in the capital markets or securities industry prior to running Coinsquare.

[6] The terms under which Staff and the Respondents have agreed to settle this matter are set out in detail in the Settlement Agreement and need not be repeated here. They include:

a. Diamond and Rostand will resign from their positions with Coinsquare and will be prohibited from acting as a director or officer of a registrant for 3 years or of any other market participant for 3 and 2 years, respectively, subject to specified exceptions;

b. Diamond and Rostand will be prohibited from having any influence over the Coinsquare Platform for 3 years;

c. Diamond paid an administrative penalty of $1 million;

d. Rostand paid an administrative penalty of $900,000;

e. Mazer has resigned as Coinsquare’s CCO, has made a voluntary payment of $50,000 and will be prohibited for 1 year from acting as a director or officer of a registrant or holding a position that requires registration;

f. Coinsquare and Coinsquare Capital Markets have entered into an undertaking (the Undertaking) that will require them to make important corporate governance and internal control improvements, including creating and maintaining independent boards of directors, creating an internal whistleblower program, implementing policies and procedures designed to monitor and assess compliance with Ontario securities law and appointing new CEOs and CCOs;

g. Also as part of the Undertaking, Coinsquare Capital Markets will resubmit complete and updated applications for registration as an investment dealer and to operate a marketplace with the Commission and for membership with the IIROC; and

h. Coinsquare, Diamond and Rostand have also paid a total of $300,000 towards the cost of Staff’s investigation.

[7] I have reviewed the Settlement Agreement in detail and have had the benefit of a confidential settlement conference, held by videoconference, with the parties’ counsel. I asked questions of counsel and heard their submissions.

[8] My obligation at this hearing is to determine whether the negotiated result reflected in the Settlement Agreement falls within a range of reasonable outcomes, and whether it would be in the public interest to approve the Settlement Agreement.

[9] The Settlement Agreement is the product of negotiations between Staff and the Respondents. When considering settlements for approval, the Commission respects the negotiation process and accords significant deference to the resolution reached by the parties.

August 6, 2020 (2020), 43 OSCB 6269

Reasons: Decisions, Orders and Rulings

[10] Approval of the Settlement Agreement would resolve the matter promptly, efficiently and with certainty. A settlement avoids the expenditure of significant resources that would be associated with a lengthy, contested merits hearing. The payment of costs helps to reduce the burden on market participants to pay for investigations and enforcement proceedings.

[11] All of these factors weigh in favour of approving the Settlement Agreement. However, I must still be satisfied that doing so would have the necessary deterrent effect, both generally to all those who participate in Ontario’s capital markets, including those in the crypto asset industry, and specifically to the Respondents.

[12] The Settlement Agreement is unique as it represents three firsts. It is the first time the Commission is settling allegations against a crypto asset platform. Secondly, it concerns the first allegations regarding market manipulation involving crypto assets. Finally, it concerns the first allegations involving the Securities Act’s whistleblower protections from reprisals.1

[13] It is not unusual in settlements that are the first of their kind that sanctions may be less severe than they might otherwise be in less novel circumstances.

[14] Staff submits that the settlement strikes an appropriate balance between specific and general deterrence and reflecting the Commission’s role in fostering innovation in the capital markets. I agree.

[15] The significant sanctions against the individual respondents and the requirements for critical corporate governance and internal controls’ improvements by Coinsquare and its subsidiaries and affiliates achieve both specific and general deterrence in these circumstances. The individual respondents are being held accountable for their specific misconduct and the market is on notice that the Commission will not tolerate deceptive conduct, reprisals against whistleblowers, or failures to maintain compliance systems.

[16] The parties submit that the proposed financial sanctions and bans reflect the misconduct of the individual respondents and their roles and responsibilities at Coinsquare and they are proportionate in the circumstances. I agree.

[17] In my view, the terms of the Settlement Agreement fall within a range of reasonable outcomes in the circumstances and represent an appropriate balance between the Commission’s role in achieving the purposes of the Act and fostering innovation. The Settlement Agreement also properly reflects the principles applicable to sanctions, including recognition of the seriousness of the misconduct and the importance of fostering investor protection and confidence in the capital markets.

[18] For these reasons, I conclude it is in the public interest to approve the settlement. I will therefore issue an Order substantially in the form attached to the Settlement Agreement.

Dated at Toronto this 21st day of July, 2020.

“M. Cecilia Williams”

1 RSO 1990, c S.5, s 121.5 (the Act).

August 6, 2020 (2020), 43 OSCB 6270

Chapter 4

Cease Trading Orders

4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name Date of Temporary Date of Hearing Date of Permanent Date of Order Order Lapse/Revoke

THERE IS NOTHING TO REPORT THIS WEEK.

Failure to File Cease Trade Orders

Company Name Date of Order Date of Revocation Alchemist Mining Incorporated September 4, 2019 July 29, 2020

Empower Clinics Inc. July 21, 2020 July 29, 2020

Green Growth Brands Inc. July 29, 2020

James E. Wagner Cultivation Corporation July 29, 2020

Spot Coffee (Canada) Ltd. June 22, 2020 July 31, 2020

4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name Date of Order Date of Lapse

SponsorsOne Inc. 22 June 2020 July 30, 2020

4.2.2 Outstanding Management & Insider Cease Trading Orders

Company Name Date of Date of Date of Date of Lapse/ Date of Order or Hearing Permanent Expire Issuer Temporary Order Temporary Order Order

Performance Sports Group Ltd. 19 October 31 October 31 October 2016 2016 2016

Company Name Date of Order Date of Lapse

Imaging Dynamics Company Ltd. 17 June 2020

RYU Apparel Inc. 17 June 2020

SponsorsOne Inc. 22 June 2020 July 30, 2020

August 6, 2020 (2020), 43 OSCB 6271

Cease Trading Orders

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August 6, 2020 (2020), 43 OSCB 6272

Chapter 6

Request for Comments

6.1.1 Proposed Amendments to OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions and Proposed Changes to Companion Policy 48-501CP – Request for Comments

Request for Comment

Proposed Partial Repeal of Ontario Securities Commission Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions and Proposed Changes to Companion Policy 48-501CP

August 6, 2020

1. Introduction

The Ontario Securities Commission (OSC) is proposing amendments (Partial Repeal) of OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions (OSC Rule 48-501 or the Rule) and changes to its related Companion Policy (48-501CP). The Proposed Amendments would:

• remove restrictions on dealers involved in distributions, formal bids and share exchange transactions; and

• remove restrictions on insiders and associated entities (collectively, Insiders) of issuers and selling shareholders involved in a transaction covered by the Rule, provided the Insider is not acting jointly or in concert with the issuer or selling shareholder,

The exemption from the prospectus requirement contained in Part 4 of OSC Rule 48-501 (Part 4) would remain in whole.

A copy of the amending instrument for the Partial Repeal is attached as Appendix A of this Notice. A blacklined version of OSC Rule 48-501 and 48-501CP giving effect to the Partial Repeal is attached as Appendix B. A cost-benefit analysis is attached at Appendix C.

The comment period will expire on November 4, 2020. For further details, see the “Request for Comment” section below.

2. Background

OSC Rule 48-501 places trading restrictions on issuers and selling shareholders and their affiliates, Insiders and dealers acting as an underwriter, dealer manager or in a similar capacity in respect of a transaction covered by the Rule.

Specifically, OSC Rule 48-501 restricts bids for, and purchases of, a security that is the subject of a transaction covered by the Rule (Offered Securities).1 OSC Rule 48-501 generally restricts both bids and purchases of securities where they may affect the market price of an Offered Security. The Rule is intended to prevent market manipulation, specifically activity in the public markets, that can raise the market price of an Offered Security with the goal of improving the likelihood of success of a transaction covered by the Rule.

OSC Rule 48-501 complements the Universal Market Integrity Rules (UMIR) of the Investment Industry Regulatory Organization of Canada (IIROC), specifically UMIR Rule 7.7 Trading During Certain Securities Transactions (UMIR Rule 7.7), and also covers activity by entities outside of the regulatory jurisdiction of IIROC, such as issuers and Insiders.

UMIR Rule 7.7 contains the same restrictions and exemptions as OSC Rule 48-501 for dealer members of IIROC that are involved in distributions and other transactions covered by OSC Rule 48-501. For this reason, transactions by dealers made in compliance with UMIR Rule 7.7 are exempt from OSC Rule 48-501. The Proposed Amendments will therefore remove duplication with UMIR Rule 7.7.

1 The Rule also restricts bids and purchases of “connected securities,” which are securities related to the Offered Security, where price movements in the connected security could be expected to influence the market price of the Offered Security. This prevents persons restricted under the Rule from doing, indirectly through bids and purchases of a connected security, what they could not do directly through bids and purchases of the Offered Security. For the purposes of this Notice, references to “Offered Securities” should be read to include connected securities.

August 6, 2020 (2020), 43 OSCB 6273

Request for Comments

While no comments were received referencing OSC Rule 48-501 in response to OSC Staff Notice 11-784 Burden Reduction, Staff have identified revisiting the Rule as an opportunity to eliminate unnecessary duplicative regulation and restrictions on trading activity that are more onerous than necessary to prevent manipulative trading activity. In particular,

• the restrictions on dealer activity duplicate UMIR Rule 7.7, and

• the class of persons associated with an issuer who are restricted by OSC Rule 48-501 (“Issuer-Restricted Persons” as defined in the Rule) is broader than necessary to achieve the goal of preventing market manipulation, necessitating exemption applications by Insiders that are routinely granted.

This is discussed in more detail in the “Substance and Purpose” section below.

3. Substance and Purpose

The Partial Repeal seeks to repeal provisions applicable to dealers (other than Part 4, as discussed below), and restrictions on Insiders by carving them out of the definition of “Issuer-Restricted Person,” unless they are acting jointly or in concert with an issuer. Trading by Insiders will continue to be subject generally to Ontario securities law, including provisions prohibiting manipulative and deceptive trading.

a) The scope of the Rule is duplicative and broader than necessary to achieve the regulatory objective

As noted above, the Rule duplicates the provisions of UMIR Rule 7.7 with respect to IIROC Dealer Members and is not necessary. Also, as an IIROC Rule, UMIR Rule 7.7 applies nationally, while OSC Rule 48-501 is limited to Ontario.

Staff believe that the inclusion of insiders and associated entities in the definition of “Issuer-Restricted Person” is broader than necessary to achieve the goal of preventing manipulative trading to ensure the success of a transaction covered by the Rule. The Partial Repeal will bring the definition in line with restrictions on issuer-related persons in analogous rules of the United States Securities and Exchange Commission.2 Insiders will still be subject to section 126.1 of the Act, which prohibits market manipulation for any purpose, including attempting to ensure the success of a Subject Transaction.3 Insiders will continue to be subject to OSC Rule 48-501 if they act jointly or in concert with the issuer. For clarity, a controlling shareholder of an issuer is presumed to be acting jointly or in concert with the issuer.

The OSC has received a number of exemption applications from Insiders requesting relief from OSC Rule 48-501 and has granted the requested relief. These exemptions should now be considered routine and indicative of an over-broad reach of the Rule.

b) Potentially negative effects on at-the-market (ATM) distributions for Insiders

Most distributions have a clear end of distribution, after which time OSC Rule 48-501 ceases to apply. In the case of prospectus offerings and private placements, it is when the securities being distributed have been sold and the underwriter has ceased stabilization activities in the public markets. In the case of other transactions, it is when the transaction closes.

However, in the case of ATM distributions specifically, the securities are sold continuously by the issuer, using an investment dealer acting as agent, in the open market. The period during which OSC Rule 48-501 applies is open-ended and can be much longer than for a traditional distribution.

Under both OSC Rule 48-501 and UMIR Rule 7.7, dealers subject to the rules have a number of exemptions to allow normal course trading activity, including a complete exemption for trading in “highly-liquid” securities.4 In contrast, the exemptions available to Insiders are very limited. Insiders are effectively prohibited from trading in the market while the Rule is in effect. There is no equivalent to the exemption that dealers must trade highly-liquid securities without restriction. Therefore, the impact of the Rule on Insiders during an ATM is much greater than on dealers. This can create difficulties, such as when directors and officers need to purchase shares to meet minimum shareholding requirements set by the issuer.

2 Regulation M (17 CFR. §§ 242.100-242.105) restricts “affiliated purchasers” in addition to dealers, issuers and selling shareholders. “Affiliated purchaser” is defined in 17 CFR § 100(b) as affiliates of the issuer or selling shareholder and any person acting directly or indirectly in concert with an issuer or selling security holder. 3 The Rule was adopted prior to the inclusion of section 126.1 in the Act, i.e., before the Act had a prohibition on market manipulation. 4 A “highly-liquid” security is a listed or quoted security that (a) has traded, in total, on one or more marketplaces as reported on a consolidated market display during a 60-day period ending not earlier than 10 days prior to the commencement of the restricted period, (i) an average of at least 100 times per trading day, and (ii) with an average trading value of at least $1,000,000 per trading day, or (b) is subject to Regulation M under the 1934 Act and is considered to be an “actively-traded security” thereunder.

August 6, 2020 (2020), 43 OSCB 6274

Request for Comments c) Part 4 – Research Reports

The Proposed Amendments will not affect Part 4 of OSC Rule 48-501. Part 4 contains an exemption from the prospectus requirements for dealers involved in transactions covered by the Rule, subject to certain conditions designed to ensure that the research is issued in the normal course and not to create demand for the securities involved. Repealing Part 4 could create uncertainty as to whether publication of research reports in the normal course during a distribution or other transaction is permitted. Furthermore, Part 4 is not duplicated in UMIR Rule 7.7.5

Several proposed amendments have been made to Part 4 to clarify that it applies to dealer-restricted persons during the dealer- restricted period (as defined in the Rule). These are not substantive changes. d) Ontario-only Rule

As OSC Rule 48-501 is an OSC-only rule, and no other jurisdiction has adopted a similar rule, the restrictions on Issuer- Restricted Persons only apply in Ontario.

4. Alternatives Considered

The OSC could amend OSC Rule 48-501 to provide more exemptions for Issuer-Restricted Persons, such as a highly-liquid security exemption. However, much of the Rule is duplicated by UMIR Rule 7.7 with respect to dealers, and maintaining the Rule with a few modifications is not consistent with the objective of burden reduction. It would also maintain an unlevel playing field for Insiders in Ontario given that the Rule is an Ontario-only rule.

In proposing amendments to OSC Rule 48-501 and changes to 48-501CP, the OSC did not rely on any unpublished study, report, or other material.

5. Authority for OSC Rule 48-501

The Proposed Amendments would be made pursuant to the rule-making authority in the following provisions of the Securities Act (Ontario): (i) paragraph 143(1)11 authorizes the Commission to make rules regulating the trading of publicly traded securities and (ii) paragraph 143(1)13 authorizes the Commission to regulate trading in securities to prevent trading that is fraudulent, manipulative, deceptive or unfairly detrimental to investors.

6. Request for Comment

We welcome your comments on the Proposed Amendments. Please submit your comments in writing on or before November 4, 2020. If you are not sending your comments by email, please send a CD containing the submissions (in Microsoft Word format).

Please deliver your comments to:

The Secretary Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Fax: 416-595-2318 Email: [email protected]

Please note that comments received will be made publicly available and posted on the OSC Website. We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.

Questions with respect to this Notice or the Proposed Amendments may be referred to:

Timothy Baikie Senior Legal Counsel, Market Regulation Ontario Securities Commission Email: [email protected]

Kortney Shapiro Legal Counsel, Market Regulation Ontario Securities Commission Email: [email protected]

5 IIROC does not have the authority to grant exemptions from the prospectus requirements, so a similar provision in UMIR Rule 7.7 is only available to an IIROC Dealer Member if publication of the research report is permitted under applicable securities legislation.

August 6, 2020 (2020), 43 OSCB 6275

Request for Comments

APPENDIX A

AMENDMENTS TO ONTARIO SECURITIES COMMISSION RULE 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions

1. Ontario Securities Commission Rule 48-501 is amended by this Instrument.

2. Section 1.1 is amended by

(a) deleting the definition of “exchange-traded fund”, and

(b) replacing the definition of “issuer-restricted person” with the following:

“issuer-restricted person” means, in respect of a particular offered security,

(a) the issuer of the offered security,

(b) a selling security holder of the offered security in connection with a prospectus distribution or restricted private placement,

(d) any person or company acting jointly or in concert with the person or company described in clause (a), (b) or (c) for a particular transaction;.

3. Subsection 1.2(2) is repealed.

4. Section 2.1 is repealed.

5. Section 3.1 is repealed.

6. Section 4.1 is amended by replacing “Despite section 53 of the Act and section 2.1, a dealer-restricted person” with “Despite section 53 of the Act, during a dealer-restricted period, a dealer-restricted person”

7. Section 4.2 is amended by replacing “Despite section 53 of the Act and section 2.1, a dealer-restricted person” with “Despite section 53 of the Act, during a dealer-restricted period, a dealer-restricted person”.

August 6, 2020 (2020), 43 OSCB 6276

Request for Comments

CHANGES TO COMPANION POLICY 48-501CP Trading During Distributions, Formal Bids and Share Exchange Transactions

1. Companion Policy 48-501CP Trading During Distributions, Formal Bids and Share Exchange Transactions is changed by this Document.

2. Part 1 is deleted.

3. Section 3.1 is changed by replacing “section 91 of the Act,” with “section 1.9 of National Instrument 62-104 Take- Over Bids and Issuer Bids,”.

4. Part 4 is deleted.

5. Sections 5.2, 5.2.1 and 5.3 are deleted.

August 6, 2020 (2020), 43 OSCB 6277

Request for Comments

APPENDIX B

Ontario Securities Commission Rule 48-501

Trading During Distributions, Formal Bids and Share Exchange Transactions

PART 1 - DEFINITIONS

1.1 Definitions

In this Rule

“connected security” means, in respect of an offered security,

(a) a security into which the offered security is immediately convertible, exchangeable or exercisable unless the security is a listed security or quoted security and the price at which the offered security is convertible, exchangeable or exercisable is greater than 110% of the best ask price of the security at the commencement of the restricted period,

(b) a security of the issuer of the offered security or another issuer that, according to the terms of the offered security, may significantly determine the value of the offered security,

(c) if the offered security is a special warrant, the security which would be issued on the exercise of the special warrant, and

(d) if the offered security is an equity security, any other equity security of the issuer,

where the security trades on a marketplace or a market where there is mandated transparency of orders or trade information;

“dealer-restricted period” means, for a dealer-restricted person, the period,

(a) in connection with a prospectus distribution or a restricted private placement of an offered security, commencing on the later of

(i) the date two trading days prior to the day the offering price of the offered security is determined, and

(ii) the date on which a dealer enters into an agreement or reaches an understanding to participate in the prospectus distribution or restricted private placement of securities, whether or not the terms and conditions of such participation have been agreed upon, and

ending on the date the selling process ends and all stabilization arrangements relating to the offered security are terminated,

(b) in connection with a securities exchange take-over bid or issuer bid, commencing on the date of dissemination of the take-over bid circular, issuer bid circular or similar document and ending with the termination of the period during which securities may be deposited under such bid, including any extension thereof, or the withdrawal of the bid, and

(c) in connection with an amalgamation, arrangement, capital reorganization or similar transaction, commencing on the date of dissemination of the information circular for such transaction and ending on the date of approval of the transaction by the security holders that will receive the offered security or the termination of the transaction by the issuer or issuers;

“dealer-restricted person” means, in respect of a particular offered security,

(a) a dealer that

(i) is an underwriter, as defined in the Act, in a prospectus distribution or a restricted private placement,

(ii) is participating, as agent but not as an underwriter, in a restricted private placement, and

August 6, 2020 (2020), 43 OSCB 6278

Request for Comments

(A) the number of securities to be issued under the restricted private placement would constitute more than 10% of the issued and outstanding offered securities, and

(B) the dealer has been allotted or is otherwise entitled to sell more than 25% of the securities to be issued under the restricted private placement,

(iii) has been appointed by an offeror to be the dealer-manager, manager, soliciting dealer or adviser in respect of a securities exchange take-over bid or issuer bid, or

(iv) has been appointed by an issuer to be the soliciting dealer or adviser in respect of obtaining security holder approval for an amalgamation, arrangement, capital reorganization or similar transaction that would result in the issuance of securities that would be a distribution exempt from prospectus requirements in accordance with applicable securities law, where, in each case, adviser means an adviser whose compensation depends on the outcome of the transaction,

(b) a related entity of the dealer referred to in clause (a) but does not include such related entity, or any separate and distinct department or division of a dealer referred to in clause (a) where,

(i) the dealer

(A) maintains and enforces written policies and procedures reasonably designed to prevent the flow of information regarding any prospectus distribution, private placement or transaction referred to in clause (a) to or from the related entity, department or division, and

(B) obtains an annual assessment of the operation of such policies and procedures,

(ii) the dealer has no officers or employees that solicit orders or recommend transactions in securities in common with the related entity, department or division, and

(iii) the related entity, department or division does not during the dealer-restricted period, in connection with the restricted security,

(A) act as a market maker (other than to meet its obligations under the rules of a recognized exchange),

(B) solicit orders from clients, or

(c) a partner, director, officer, employee or a person holding a similar position or acting in a similar capacity for the dealer referred to in clause (a) or for a related entity of the dealer referred to in clause (b), or

(d) any person or company acting jointly or in concert with a person or company described in clause (a), (b) or (c) for a particular transaction;

“exchange-traded fund” [Repealed] means a mutual fund, the units of which are

(a) listed securities or quoted securities, and

(b) in continuous distribution in accordance with applicable securities legislation;

“highly-liquid security” means a listed security or quoted security that,

(a) has traded, in total, on one or more marketplaces as reported on a consolidated market display during a 60- day period ending not earlier than 10 days prior to the commencement of the restricted period,

(i) an average of at least 100 times per trading day, and

(ii) with an average trading value of at least $1,000,000 per trading day, or

(b) is subject to Regulation M under the 1934 Act and is considered to be an “actively-traded security” thereunder;

“issuer-restricted period” means, for an issuer-restricted person, the period,

August 6, 2020 (2020), 43 OSCB 6279

Request for Comments

(a) in connection with a prospectus distribution or a restricted private placement of an offered security, commencing on the date two trading days prior to the day the offering price of the offered security is determined, and ending on the date the selling process ends and all stabilization arrangements relating to the offered security are terminated,

(b) in connection with a securities exchange take-over bid or issuer bid, commencing on the date of the dissemination of the take-over bid circular, issuer bid circular or similar document and ending with the termination of the period during which securities may be deposited under such bid, including any extension thereof, or the withdrawal of the bid, and

(c) in connection with an amalgamation, arrangement, capital reorganization or other similar transaction, commencing on the date of dissemination of the information circular for such transaction and ending on the date of approval of the transaction by the security holders that will receive the offered security or the termination of the transaction by the issuer or issuers;

“issuer-restricted person” means, in respect of a particular offered security,

(a) the issuer of the offered security,

(b) a selling security holder of the offered security in connection with a prospectus distribution or restricted private placement,

(c) an affiliated entity, associated entity or insider of the issuer of the offered security or a selling security holder but does not include a person who is an insider by virtue of clause (c) of the definition of “insider” under the Act so long as that person:

(i) does not have, and has had not in the previous 12 months, any board or management representation in respect of the issuer or selling security holder; and

(ii) does not have knowledge of any material information concerning the issuer or its securities that has not been generally disclosed; or

(d) any person or company acting jointly or in concert with the person or company described in clause (a), (b) or (c) for a particular transaction;

“last independent sale price” means the last sale price of a trade on a market, other than a trade that a dealer-restricted person knows or ought reasonably to know was made by or on behalf of a person or company that is a dealer-restricted person or an issuer-restricted person;

“offered security” means all securities, that trade on a marketplace or a market where there is mandated transparency of orders or trade information, of the class of security that

(a) is offered pursuant to a prospectus distribution or a restricted private placement,

(b) is offered by an offeror in a securities exchange take-over bid in respect of which a take-over bid circular or similar document is required to be filed under securities legislation,

(c) is offered by an issuer in an issuer bid in respect of which an issuer bid circular or similar document is required to be filed under securities legislation, or

(d) would be issuable to a security holder pursuant to an amalgamation, arrangement, capital reorganization or similar transaction in relation to which proxies are being solicited from security holders that will receive the offered security in such circumstances that the issuance would be a distribution exempt from prospectus requirements in accordance with applicable securities legislation,

provided that, if the security referred to in clauses (a) to (d) is a unit comprised of more than one type or class, each security comprising the unit shall be considered an offered security;

“restricted private placement” means a distribution of offered securities made pursuant to sections 2.3 or 2.30 of National Instrument 45-106 Prospectus and Registration Exemptions; and

“restricted security” means the offered security or any connected security.

August 6, 2020 (2020), 43 OSCB 6280

Request for Comments

1.2 Interpretation

(1) Affiliated Entity - The term “affiliated entity” has the meaning ascribed to that term in section 1.3 of National Instrument 21-101 – Marketplace Operation.

(2) [Repealed] Associated Entity - Where used to indicate a relationship with an entity, associated entity has the meaning ascribed to the term “associate” in subsection 1(1) of the Act and also includes any person or company of which the entity beneficially owns voting securities carrying more than 10 per cent of the voting rights attached to all outstanding voting securities of the person or company.

(3) Equity Security - An equity security is any security of an issuer that carries a residual right to participate in the earnings of the issuer and, upon liquidation or winding up of the issuer, in its assets.

(4) Related Entity - In respect of a dealer, a related entity is an affiliated entity of the dealer that carries on business in Canada and is registered as a dealer or adviser in accordance with applicable securities legislation.

(5) For the purposes of the definitions of “dealer-restricted period” and “issuer-restricted period”:

(a) the selling process shall be considered to end,

(i) in the case of a prospectus distribution, if a receipt has been issued for the final prospectus, the dealer has allocated all of its portion of the securities to be distributed under the prospectus and all selling efforts have ceased, and

(ii) in the case of a restricted private placement, the dealer has allocated all of its portion of the securities to be distributed under the offering; and

(b) stabilization arrangements shall be considered to have terminated in the case of a syndicate of underwriters or agents when, in accordance with the syndication agreement, the lead underwriter or agent determines that the syndication agreement has been terminated such that any purchase or sale of a restricted security by a dealer after the time of termination is not subject to the stabilization arrangements or otherwise made jointly for the dealers that were party to the stabilization arrangements.

PART 2 - RESTRICTIONS

2.1 [Repealed] Dealer-restricted Person

Except as permitted under sections 3.1, 4.1 and 4.2, a dealer-restricted person shall not at any time during the dealer restricted period,

(a) bid for or purchase a restricted security for an account of a dealer-restricted person, an account over which the dealer-restricted person exercises direction or control, or, except in accordance with section 3.2, an account which the dealer-restricted person knows or reasonably ought to know, is an account of an issuer restricted person; or

(b) attempt to induce or cause any person or company to purchase any restricted security.

2.2 Issuer-restricted Person

Except as permitted under section 3.2, an issuer-restricted person shall not at any time during the issuer-restricted period,

(a) bid for or purchase a restricted security for an account of an issuer-restricted person or an account over which the issuer-restricted person exercises direction or control; or

(b) attempt to induce or cause any person or company to purchase any restricted security.

2.3 Deemed Re-commencement of a Restricted Period

If a dealer appointed to be an underwriter in a prospectus distribution or a restricted private placement receives a notice or notices of the exercise of statutory rights of withdrawal or rights of rescission from purchasers of, in the aggregate, not less than 5% of the offered securities allotted to or acquired by the dealer in connection with the prospectus distribution or the restricted private placement then a dealer-restricted period and issuer-restricted period

August 6, 2020 (2020), 43 OSCB 6281

Request for Comments

shall be deemed to have re-commenced upon receipt of such notice or notices and shall be deemed to have ended at the time the dealer has distributed its participation, including the securities that were the subject of the notice or notices of the exercise of statutory rights of withdrawal or rights of rescission.

PART 3 - PERMITTED ACTIVITIES AND EXEMPTIONS

3.1 [Repealed] Exemptions - Dealer-restricted Persons

(1) Section 2.1 does not apply to a dealer-restricted person in connection with,

(a) market stabilization or market balancing activities on a marketplace where the bid for or purchase of a restricted security is for the purpose of maintaining a fair and orderly market in the offered security by reducing the price volatility of or addressing imbalances in buying and selling interests for the restricted security, provided that the bid or purchase is at a price which does not exceed the lesser of

(i) in the case of an offered security

(A) the price at which the offered security will be issued in a prospectus distribution or restricted private placement, if that price has been determined, and

(B) the last independent sale price at the time of the entry of the bid or order to purchase, or

(ii) in the case of a connected security

(A) the last independent sale price at the commencement of the dealer-restricted period, and

(B) the last independent sale price at the time of the entry of the bid or order to purchase,

provided that if the restricted security has not previously traded on a marketplace, the price also does not exceed the price of the last trade of the security executed on an exchange or organized regulated market outside of Canada that publicly disseminates details of trades executed on that market other than a trade that the dealer-restricted person knows or ought reasonably to know has been entered by or on behalf of a person or company that is a dealer-restricted person or an issuer-restricted person;

(b) a restricted security that is

(i) a highly-liquid security,

(ii) a unit or share of an exchange-traded fund, other than an exchange-traded fund that the Investment Industry Regulatory Organization of Canada has designated as subject to section 7.7 of the Universal Market Integrity Rules, or

(iii) a connected security of a security referred to in subclause (i) or (ii);

(c) a bid or purchase by a dealer-restricted person on behalf of a client, other than a client that the dealer- restricted person knows or ought reasonably to know is a person or company that is an issuer-restricted person, provided that

(i) the client’s order was not solicited by the dealer-restricted person, or

(ii) if the client's order was solicited, the solicitation occurred before the commencement of the dealer- restricted period;

(d) the exercise of an option, right, warrant or a similar contractual arrangement held or entered into by the dealer-restricted person prior to the commencement of the dealer-restricted period;

(e) a bid for or purchase of a restricted security pursuant to a Small Securityholder Selling and Purchase Arrangement made in accordance with National Instrument 32-101 or similar rules applicable to any marketplace on which the bid or purchase is entered or executed;

(f) the solicitation of the tender of securities to a securities exchange take-over bid or issuer bid;

August 6, 2020 (2020), 43 OSCB 6282

Request for Comments

(g) a subscription for or purchase of an offered security pursuant to a prospectus distribution or restricted private placement;

(h) a bid for or purchase of a restricted security to cover a short position entered into prior to the commencement of the dealer-restricted period; or

(i) a bid for or purchase of a restricted security if the bid or purchase is made through the facilities of a marketplace in accordance with applicable marketplace rules.

(2) Where a dealer-restricted person is also an issuer-restricted person the exemptions in subsection (1) and sections 4.1 and 4.2 continue to be available to the dealer-restricted person.

3.2 Exemptions - Issuer-restricted Persons

Section 2.2 does not apply to an issuer-restricted person in connection with,

(a) the exercise of an option, right, warrant, or a similar contractual arrangement held or entered into by the issuer restricted person prior to the commencement of the issuer-restricted period;

(b) a bid or purchase of a restricted security pursuant to a Small Securityholder Selling and Purchase Arrangement made in accordance with National Instrument 32-101 or similar rules applicable to any marketplace on which the bid or purchase is entered or executed;

(c) an issuer bid described in clauses 93(3)(a) through (d) of the Act if the issuer did not solicit the sale of the securities sold under those clauses;

(d) the solicitation of the tender of securities to a securities exchange take-over bid or issuer bid; or

(e) a subscription for or purchase of an offered security pursuant to a prospectus distribution or restricted private placement.

PART 4 - RESEARCH REPORTS

4.1 Compilations and Industry Research

(a) is contained in a publication which:

(i) is disseminated with reasonable regularity in the normal course of business of the dealer-restricted person, and

(ii) includes similar coverage in the form of information, opinions or recommendations with respect to a substantial number of companies in the issuer’s industry or contains a comprehensive list of securities currently recommended by the dealer-restricted person; and

(b) is given no materially greater space or prominence in such publication than that given to other securities or issuers.

4.2 Issuers of Highly-liquid Securities

Despite section 53 of the Act and section 2.1, during a dealer-restricted period, a dealer-restricted person may publish or disseminate any information, opinion, or recommendation relating to the issuer of a restricted security that is a highly-liquid security provided that such information, opinion, or recommendation is contained in a publication which is disseminated with reasonable regularity in the normal course of the business of the dealer-restricted person.

August 6, 2020 (2020), 43 OSCB 6283

Request for Comments

PART 5 - EXEMPTION

5.1 Exemption

The Director may grant an exemption to this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

PART 6 [Lapsed]

August 6, 2020 (2020), 43 OSCB 6284

Request for Comments

Companion Policy 48-501 CP to Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions

Part 1 — Introduction [Repealed]

1.1 Purpose Ontario Securities Commission Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions (the "Rule") imposes trading restrictions on dealers, issuers and certain related parties involved in a distribution of securities, take-over bids and certain other transactions. The Rule generally prohibits purchases of or bids for restricted securities in circumstances where there is heightened concern over the possibility of manipulation by those with an interest in the outcome of the distribution or transaction. This Companion Policy sets out the views of the Ontario Securities Commission (the "Commission") as to the interpretation of various terms and provisions in the Rule.

Part 2 — Definitions and Interpretations

2.1 "connected security" — The definition of "connected security" in section 1.1 of the Rule includes, among other things, a security of the issuer of the offered security or another issuer that, according to the terms of the offered security, may significantly determine the value of the offered security. The Commission takes the view that, absent other mitigating factors, a connected security "significantly determines" the value of the offered security, if, in whole or in part, it accounts for more than 25% of the value of the offered security.

2.2 [Repealed]

2.3 End of "dealer-restricted period" and "issuer-restricted period" — distribution of securities and exercise of over-allotment option — The definitions of "dealer-restricted period" and "issuer-restricted period", with respect to a prospectus distribution and a "restricted private placement", refer to the end of the period as the date that the selling process ends and all stabilization arrangements relating to the offered security are terminated. Paragraph (a) of subsection 1.2(5) provides interpretation as to when the selling process is considered to end. As further clarification, the selling process is considered to end for a prospectus distribution when the receipt for the prospectus has been issued, the dealer has distributed all securities allocated to it and is no longer stabilizing, all selling efforts have ceased and the syndicate is broken. Selling efforts have ceased when the dealer is no longer making efforts to sell, and there is no intention to exercise an over-allotment option other than to cover the syndicate's short position. If the dealer or syndicate subsequently exercises an over- allotment option in an amount that exceeds the syndicate short position, the selling efforts would not be considered to have ceased. Securities allocated to a dealer that are held and transferred to their inventory account at the end of the distribution are considered distributed. Subsequent sales of such securities are secondary market transactions and should occur on a marketplace subject to any applicable exemptions (unless the subsequent sale transaction is a distribution by prospectus). To provide certainty around when the distribution has ended, appropriate steps should be taken to move the securities from the syndication account to the dealer's inventory account.

Part 3 — Restricted Persons

3.1 Meaning of "acting jointly or in concert" — The definitions of "dealer-restricted person" and "issuer-restricted person" in section 1.1 of the Rule include a person or company acting jointly or in concert with a person or company that is also a dealer-restricted person or an issuer-restricted person for a particular transaction. For the purposes of the Rule, "acting jointly or in concert" has a similar meaning to that phrase as defined in section 91 of the Act, section 1.9 of National Instrument 62-104 Take-Over Bids and Issuer Bids, with necessary modifications. In the context of this Rule only, it is a question of fact whether a person or company is acting jointly or in concert with a dealer- or issuer-restricted person and, without limiting the generality of the foregoing, every person or company who, as a result of an agreement, commitment or understanding, whether formal or informal, with a dealer-restricted person or an issuer-restricted person, bids for or purchases a restricted security will be presumed to be acting jointly or in concert with such dealer-restricted person or issuer-restricted person.

3.2 Exclusion of "related party" — The definition of "dealer-restricted person" in clause 1.1(b) excludes a related entity where certain conditions are met. Subclause (i)(B) requires the dealer to obtain an annual assessment of the operation of the policies and procedures referred to in subclause (i)(A). In the Commission's view, this assessment may be conducted as part of the annual policy and procedure review of the supervision system as required by Policy 7.1 of the Universal Market Integrity Rules.

August 6, 2020 (2020), 43 OSCB 6285

Request for Comments

Part 4 — Marketplace and Marketplace Rules [Repealed]

4.1 Meaning of "marketplace" — In this Rule, marketplace means all marketplaces as defined in section 1.1 of National Instrument 21-101 — Marketplace Operation.

4.2 Meaning of "marketplace rules" — Marketplace rules refer to the rules, policies and other similar instruments adopted by a recognized stock exchange or recognized quotation and trade reporting system as approved by the applicable securities regulatory authority but not including any rules, policies or other similar instruments relating solely to the listing of securities on a stock exchange or to the quoting of securities on a quotation and trade reporting system.

Part 5 — Exemptions

5.1 Fraud and Manipulation — Provisions against manipulation and fraud are found in securities legislation, specifically, Part 3 of National Instrument 23-101 — Trading Rules (NI 23-101) and section 126.1 of the Securities Act (Ontario) (when that provision comes into force). NI 23-101 prohibits manipulative or deceptive trading, including activities that may create misleading pricing or trading activity that is detrimental to investors and the integrity of the markets. The Rule specifically prohibits certain trading activities in circumstances where there is heightened concern over the possibility of manipulation by those with an interest in the outcome of the distribution or transaction. The Rule also provides certain exemptions to permit purchases and bids in situations where there is no, or a very low, possibility of manipulation. However, the Commission is of the view that notwithstanding that certain trading activities are permitted under the Rule these activities continue to be subject to the general provisions relating to manipulation and fraud found in securities legislation such that any activities carried out in accordance with the Rule must still meet the spirit of the general anti-manipulation and anti-fraud provisions.

5.2 [Repealed] Market Stabilization and Market Balancing — Subsection 3.1(1) of NI 23-101 prohibits manipulation or fraud which includes, among other things, a transaction or series of transactions that a person or company knows, or ought reasonably to have known, would contribute to a misleading appearance of trading activity or an artificial price for a security. Companion Policy 23-101CP to NI 23-101 states that the Canadian securities regulatory authorities do not consider market stabilization activities carried out in connection with a distribution of securities to be activities in breach of subsection 3.1(1) provided such activities are carried out in accordance with applicable marketplace rules or provisions of securities legislation that permit market stabilization activities. Clause 3.1(1)(a) of the Rule provides dealer-restricted persons with an exemption for market stabilization and market balancing activities subject to price limitations. Market stabilization and market balancing activities should be engaged in for the purpose of maintaining a fair and orderly market in the offered security by reducing the price volatility of or addressing imbalances in buying and selling interest for the restricted security.

The Commission considers it to be inappropriate for a dealer to engage in market stabilization activities in circumstances where the dealer knows or should reasonably know that the market price is not fairly and properly determined by supply and demand. This might exist where, for example, the dealer is aware that the market price is a result of inappropriate activity by a market participant or that there is undisclosed material information regarding the issuer.

Market balancing activities should contribute to a fair and orderly market by contributing to price continuity and depth and by minimizing supply-demand disparity. Market balancing does not seek to prevent or unduly retard any price movements, but merely to prevent erratic or disorderly changes in price.

5.2.1 [Repealed] Exchange-traded funds — Section 1.1 of the Rule defines an "exchange-traded fund" as an open- ended mutual fund, the units of which are listed or quoted securities. Generally trading in exchange-traded funds has not given rise to concerns of a misleading appearance of trading activity or artificial price and the Rule exempts trading in exchange-traded funds. However, if the Investment Industry Regulatory Organization of Canada makes a designation that trading in a particular fund is subject to the corresponding provisions of the Universal Market Integrity Rules because it is concerned that trading in units of the fund may be susceptible to manipulation, trading in that exchange-traded fund will be subject to the Rule.

5.3 [Repealed] Short-position Exemption — Subclause 3.1(1)(h) provides an exemption from the Rule for a dealer-restricted person in connection with a bid for or purchase to cover a short position provided it was entered into before the commencement of the dealer-restricted period. Short positions entered into during the dealer-restricted period may be covered by purchases made in reliance upon the market stabilization exemption in clause 3.1(1)(a), subject to the price limits set out in that exemption.

August 6, 2020 (2020), 43 OSCB 6286

Request for Comments

Part 6 — Research

6.1 Section 53 of the Act — Part 4 of the Rule provides exemptions from section 53 of the Act which prohibits providing research that in the Commission's view constitutes an act, advertisement, solicitation, conduct or negotiation directly or indirectly in furtherance of a trade prior to the filing and receipt of the preliminary prospectus and prospectus. The Commission is of the view that although sections 4.1 and 4.2 do permit dealer-restricted persons to disseminate research reports, this dissemination continues to be subject to the usual restrictions applicable to dealer-restricted persons when they are in possession of material inside information regarding the issuer.

6.2 Meaning of "reasonable regularity" — Sections 4.1 and 4.2 of the Rule provides circumstances where a dealer-restricted person may publish or disseminate information, an opinion, or a recommendation relating to the issuer of a restricted security. Clause 4.1(a) and section 4.2 require that the information, opinion or recommendation is contained in a publication which is disseminated with reasonable regularity in the normal course of business of the dealer-restricted person. The Commission considers that it is a question of fact whether a publication was disseminated "with reasonable regularity" and whether it was in the "normal course of business". A research publication would not likely be considered to have been published with reasonable regularity if it had not been published within the previous twelve month period or there had been no coverage of the issuer within the previous twelve month period. The nature and extent of the published information should also be consistent with prior publications and the dealer should not undertake new initiatives in the context of the distribution. For example, the inclusion of projections of issuers' earnings and revenues would likely only be permitted if they had previously been included on a regular basis. In considering whether it was "in the normal course of business", the Commission may consider the distribution channels. The research should be distributed through the dealer-restricted person's usual research distribution channels and should not be targeted or distributed specifically to prospective investors in the distribution as part of a marketing effort. However, the research may be distributed to a prospective investor if that investor was previously on the mailing list for the research publication.

6.3 Meaning of "similar coverage" and of "substantial number of companies" — Clause 4.1(b) of the Rule requires that the information, opinion or recommendation includes similar coverage in the form of information, opinions or recommendations with respect to a substantial number of issuers in the issuer's industry. This should not be interpreted as requiring that the opinions and recommendations relating to the issuer and other issuers in the issuer's industry must be similar or the same. In this context, in determining what is a "substantial number of issuers", reference should be made to the relevant industry. Generally, the Commission would consider a minimum of six issuers to be a sufficient number. However, where there are less than six issuers in an industry, then all issuers should be included in the research report. In any event the number of issuers should not be less than three.

August 6, 2020 (2020), 43 OSCB 6287

Request for Comments

APPENDIX C COST BENEFIT ANALYSIS

As set out in the main body of this Notice, the OSC is proposing the following amendments and changes:

• a Partial Repeal of OSC Rule 48-501 to limit its scope; and

• consequential changes to Companion Policy 48-501CP;

Please refer to the main body of this Notice.

Terms that are defined in the Notice have the same meaning in this Appendix.

1. Overview

The Partial Repeal

• removes restrictions on dealers involved in distributions, formal bids, and share exchange transactions as these duplicate provisions found in the UMIR; and

• remove restrictions on Insiders of an issuer or selling shareholder involved in a transaction covered by the Rule, provided the Insider is not acting jointly or in concert with the issuer or selling shareholder.

The Rule is an Ontario-only rule and will therefore have no effect on other jurisdictions should it be partially repealed.6 During the comment period, should the OSC be advised of concerns from marketplace participants, OSC staff will review and carefully analyse whether there are any material concerns or risks to be aware of should the proposed partial repeal of the Rule be approved.

2. Affected Stakeholders

Dealers and Insiders

The stakeholders are dealers, issuers and Insiders subject to the Rule.

i. Dealers: The proposed amendments will remove duplication between 48-501 and UMIR Rule 7.7. Part 4 of 48-501, Research Reports, would continue to remain in effect, providing an exemption from prospectus requirements for normal course research reports issued during a distribution or other transaction. We understand that many research reports are issued by dealers in reliance of the exemption from the prospectus requirements in Part 4 of 48-501 and therefore we believe these dealers would not support a repeal of Part 4. Dealers will still be subject to the equivalent restrictions in UMIR Rule 7.7.

ii. Insiders: The OSC has, over time, received a number of requests for exemptions from 48-501 to allow open market purchases by Insiders and the requested relief has been granted in each case. Staff believe that the Rule creates an unnecessary burden on Insiders. The proposed amendments would remove trading restrictions imposed on Insiders and put Ontario-based Insiders in the same position as Insiders in other jurisdictions as the Rule is an Ontario-only rule.

iii. Issuers: Issuers, selling shareholders and their affiliates will continue to be subject to the restrictions in 48- 501, as will Insiders acting jointly or in concert with any of the foregoing.

3. Qualitative and Quantitative Analysis of the Anticipated Costs and Benefits of the Proposed Amendments

3.1 Qualitative Analysis

i. Dealers: As the provisions of the Rule that apply to dealers are duplicated in UMIR Rule 7.7, there will be little or no impact on dealers unless a dealer is also an issuer or Insider, which is rare.

ii. Insiders: Staff do not have any data with respect to Insiders’ lost ability to trade under the current Rule, which is the most significant impact of the Rule. However, staff are able to estimate the costs associated with exemptive relief applications from the requirements in 48-501 and the administrative costs associated with

6 UMIR 7.7 applies to IIROC dealer members involved in distributions and other transactions nationally.

August 6, 2020 (2020), 43 OSCB 6288

Request for Comments

such exemptions on behalf of applicants' filing counsel. With the proposed amendments to 48-501, Insiders will no longer have to apply to the OSC for what is now routine relief, nor will they be required to pay the related fees for such exemption applications.

3.2 Quantitative Analysis

The information set out below provides the estimated cost reductions (subject to the assumptions below) that may arise as a result of the proposed amendments to 48-501.

As part of our research, Staff analyzed historical applications filed by Insiders requesting relief from the Rule between 2016 and 2019. OSC staff received three exemptive relief applications over that period, or an average of one per year. Each application has an associated filing fee of $4,800.

With respect to administrative costs associated with the filing of 48-501 applications, we assume that an Insider applying for exemptive relief would engage external counsel to assist with drafting the application. We assume that a lawyer with approximately 6 to 10 years of experience would assist with the drafting and the average hourly rate in Ontario for a lawyer with this level of experience is $327.507. We further assume that it would take external counsel approximately 20 hours to complete the application for a total cost of $6,550 per filing.

Therefore, based on this analysis and using the estimated cost information noted above, we have estimated the cost savings resulting from the Proposed Amendments to be approximately $11,350 per application.

7 Bruineman, Marg. "The right price: Canadian Lawyer's 2018 Legal Fees Survey shows some bright spots for law firms despite a highly competitive market" Canadian Lawyer, April 2018 https://www.canadianlawyermag.com/staticcontent/AttachedDocs/CL_Apr_18_LegalFeesSurvey.pdf consulted on November 1, 2019

August 6, 2020 (2020), 43 OSCB 6289

Request for Comments

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August 6, 2020 (2020), 43 OSCB 6290

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.

August 6, 2020 (2020), 43 OSCB 6291

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-27 38 1.75 15,117 1,400 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-27 38 8,200 -6,917 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-28 38 1.7416 14,900 6,700 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-28 38 8,100 -6,800 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-29 38 1.7444 9,700 1,600 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-29 38 8,300 -1,400 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-30 38 1.7543 13,500 5,200 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-30 38 6,800 -6,700 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-31 38 1.7353 10,000 3,200 5N Plus Inc. Common Shares 5N Plus Inc. 1 2020-07-31 38 8,400 -1,600 Aberdeen International Inc. Common Shares Subin, Neil S. 3 2020-07-28 10 0.0465 128,029 -249,971 Aberdeen International Inc. Common Shares Subin, Neil S. 3 2020-07-28 10 0.0465 461,141 -900,359 Aberdeen International Inc. Common Shares Subin, Neil S. 3 2020-07-28 10 0.0465 1,537,532 -3,001,968 Aberdeen International Inc. Common Shares Subin, Neil S. 3 2020-07-28 10 0.0465 1,535,161 -2,997,339 Aberdeen International Inc. Common Shares Subin, Neil S. 3 2020-07-28 10 0.0465 608,137 -1,187,363 Absolute Software Common Shares Malli, Maninder 5 2020-07-21 30 7.4 7,004 1,013 Corporation AEX Gold Inc. Common Shares Ménard, Martin 5 2020-07-31 15 0.77 143,093 91,093 AEX Gold Inc. Common Shares Stewart, Graham Duncan 4 2020-07-31 16 0.77 1,843,058 222,222 African Gold Group, Inc. Common Shares Eldridge, Scott Richard 4, 5 2020-06-15 00 African Gold Group, Inc. Common Shares Eldridge, Scott Richard 4, 5 2020-07-29 11 0.25 100,000 100,000 African Gold Group, Inc. Warrants Eldridge, Scott Richard 4, 5 2020-06-15 00 African Gold Group, Inc. Warrants Eldridge, Scott Richard 4, 5 2020-07-29 11 0.4 50,000 50,000 African Gold Group, Inc. Common Shares Pettigrew, Pierre Stewart 4 2017-07-27 00 African Gold Group, Inc. Common Shares Pettigrew, Pierre Stewart 4 2020-07-29 16 0.25 400,000 400,000 African Gold Group, Inc. Warrants Pettigrew, Pierre Stewart 4 2017-07-27 00 African Gold Group, Inc. Warrants Pettigrew, Pierre Stewart 4 2020-07-29 16 0.25 200,000 200,000 AGF Management Limited Common Shares Class B AGF Management Limited, 1 2020-07-24 38 4.9966 5,000 5,000 La Societe de Gestion AGF Limitee AGF Management Limited Common Shares Class B AGF Management Limited, 1 2020-07-24 38 4.9966 0 -5,000 La Societe de Gestion AGF Limitee AGF Management Limited Common Shares Class B AGF Management Limited, 1 2020-07-27 38 4.98 800 800 La Societe de Gestion AGF Limitee AGF Management Limited Common Shares Class B AGF Management Limited, 1 2020-07-27 38 4.98 0 -800 La Societe de Gestion AGF Limitee Aimia Inc. Common Shares Mittleman Investment 3 2020-07-28 97 15,135,033 -53,200 Management, LLC AirIQ Inc. Common Shares Vecima Networks Inc. 3 2017-06-21 10 0.15 6,252,500 100,000 AirIQ Inc. Common Shares Vecima Networks Inc. 3 2017-08-18 10 0.1519 6,617,000 364,500 AirIQ Inc. Common Shares Vecima Networks Inc. 3 2017-10-27 10 0.15 6,926,500 309,500 AirIQ Inc. Common Shares Vecima Networks Inc. 3 2017-12-06 10 0.17 7,117,500 95,500 AirIQ Inc. Common Shares Vecima Networks Inc. 3 2018-01-29 10 0.17 7,367,500 125,000 AirIQ Inc. Common Shares Vecima Networks Inc. 3 2020-07-24 10 0.23 1,735,500 -3,032,000 Akumin Inc. Common Shares Cameron, Matthew 5 2020-07-23 30 76 27 Akumin Inc. Common Shares Fernandes, Leigh Anne 7 2020-07-23 30 142 32 Akumin Inc. Common Shares Fitzgerald, Christopher 5 2020-07-23 30 324 7 Gifford Akumin Inc. Common Shares Kassa, Laura Mae 5 2020-07-23 30 910 22 Akumin Inc. Common Shares Luckey, Michael 5 2020-07-23 30 819 22 Akumin Inc. Common Shares Meredith, Michael 5 2020-07-23 30 663 19 Akumin Inc. Common Shares Moore, Karen 7 2020-07-23 30 583 18 Akumin Inc. Common Shares Navani, Rohit Kishin 5 2020-07-23 30 243 25 Akumin Inc. Common Shares Richardson, Jason 5 2020-07-23 30 911 22 Alimentation Couche-Tard Subordinate Voting Bouchard, Alain 4, 6, 7, 5 2020-07-24 90 46.05 -1,342,869 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Bouchard, Alain 4, 6, 7, 5 2020-07-24 11 46.05 1,342,869 -1,342,869 Inc. Shares Catégorie B

August 6, 2020 (2020), 43 OSCB 6292

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Alimentation Couche-Tard Subordinate Voting Bouchard, Alain 4, 6, 7, 5 2020-07-24 90 46.05 1,342,869 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Bouchard, Alain 4, 6, 7, 5 2020-07-24 11 46.05 11,732,869 1,342,869 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Tewell, Dennis 5 2020-07-28 10 46.302 8,760 130 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Trudel, Stéphane 5 2020-07-28 10 46.382 4,800 2,200 Inc. Shares Catégorie B AltaGas Ltd. Rights Restricted Units Amirali, Shaheen 5 2020-07-24 30 4,781 10 (RU) AltaGas Ltd. Rights Restricted Units Amirali, Shaheen 5 2020-07-24 30 15.54 4,162 -619 (RU) Altiplano Metals Inc. Common Shares Bourassa, Justin 5 2020-07-23 10 0.145 993,109 50,000 Altiplano Metals Inc. Common Shares Bourassa, Justin 5 2020-07-28 10 0.16 1,053,109 60,000 Altiplano Metals Inc. Common Shares Williamson, John 3, 4 2020-07-23 10 0.15 3,455,168 25,000 Altius Minerals Corporation Common Shares Baker, John 4, 5 2020-07-28 57 534,294 10,382 Altius Minerals Corporation Options Baker, John 4, 5 2020-07-23 52 189,750 -29,979 Altius Minerals Corporation Rights RSUs Baker, John 4, 5 2020-07-28 57 26,097 -10,382 Altius Minerals Corporation Options Dalton, Brian 4, 5 2020-07-23 52 338,262 -59,957 Altius Minerals Corporation Rights RSUs Dalton, Brian 4, 5 2020-07-28 59 48,470 -18,091 Altius Minerals Corporation Common Shares Lewis, Benjamin Gerard 5 2020-07-28 57 41,910 3,358 Altius Minerals Corporation Options Lewis, Benjamin Gerard 5 2020-07-23 52 128,068 -23,121 Altius Minerals Corporation Rights RSUs Lewis, Benjamin Gerard 5 2020-07-28 57 18,146 -6,896 Altius Minerals Corporation Common Shares Wells, Chad 5 2020-07-28 57 75,477 2,641 Altius Minerals Corporation Options Wells, Chad 5 2020-07-23 52 101,445 -17,985 Altius Minerals Corporation Rights RSUs Wells, Chad 5 2020-07-28 57 14,537 -5,424 Altius Minerals Corporation Common Shares Winter, Stephen Lawrence 5 2020-07-28 57 77,144 2,629 Altius Minerals Corporation Options Winter, Stephen Lawrence 5 2020-07-23 52 101,224 -17,985 Altius Minerals Corporation Rights RSUs Winter, Stephen Lawrence 5 2020-07-28 57 14,513 -5,399 Ansar Financial and Common Shares Jalaluddin, Mohammed 3, 4, 5 2020-07-28 10 0.54 1,367,549 15,000 Development Corporation Ansar Financial and Common Shares Nasim, Pervez 3, 4, 5 2020-07-28 10 0.54 1,367,549 15,000 Development Corporation Aphria Inc. (formerly, Black Common Shares Gedeon, Christelle 5 2019-10-21 10 6.2797 17,400 -27,600 Sparrow Capital Corp.) Aphria Inc. (formerly, Black Common Shares Gedeon, Christelle 5 2019-10-23 10 6.4886 0 -17,400 Sparrow Capital Corp.) Appili Therapeutics Inc. Common Shares Class A The K2 Principal Fund L.P. 3 2020-07-29 10 0.92 5,696,701 1,500 Common Shares Appili Therapeutics Inc. Common Shares Class A The K2 Principal Fund L.P. 3 2020-07-31 10 0.9306 5,705,201 8,500 Common Shares Aranjin Resources Ltd. Options South, Jeremy Thomas 4, 5 2020-07-24 50 0.05 2,500,000 1,500,000 Arbutus Biopharma Common Shares McElhaugh, Michael John 5 2020-07-23 10 5.01 1,367,457 -20,000 Corporation Aritzia Inc. Options Hill, Brian James Beaumont 4, 6, 5 2020-07-27 50 220,913 220,913 Aritzia Inc. Options Ingledew, Todd Jeremy 5 2020-07-27 50 270,802 27,614 Aritzia Inc. Restricted Share Unit Ingledew, Todd Jeremy 5 2016-09-26 00 Aritzia Inc. Restricted Share Unit Ingledew, Todd Jeremy 5 2020-07-27 56 3,417 3,417 Aritzia Inc. Options Kwan, Karen 5 2020-07-27 50 203,769 27,614 Aritzia Inc. Restricted Share Unit Kwan, Karen 5 2020-07-27 56 5,205 3,417 Aritzia Inc. Options MacIver, David John 5 2020-07-27 50 504,768 110,456 Aritzia Inc. Restricted Share Unit MacIver, David John 5 2020-07-27 56 15,089 13,668 Aritzia Inc. Options Morgan, Philippa (Pippa) 5 2020-07-27 50 531,575 27,614 Aritzia Inc. Restricted Share Unit Morgan, Philippa (Pippa) 5 2016-09-26 00 Aritzia Inc. Restricted Share Unit Morgan, Philippa (Pippa) 5 2020-07-27 56 3,417 3,417 Aritzia Inc. Options Neal, Jennifer Michelle 4, 5 2020-07-27 50 1,310,907 55,228 Wong Aritzia Inc. Restricted Share Unit Neal, Jennifer Michelle 4, 5 2016-09-26 00 Wong Aritzia Inc. Restricted Share Unit Neal, Jennifer Michelle 4, 5 2020-07-27 56 6,834 6,834 Wong Asbestos Corporation Common Shares MONETTE, SERGE 3, 4 2020-07-27 10 0.75 155,000 500 Limited

August 6, 2020 (2020), 43 OSCB 6293

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Aura Resources Inc. Common Shares JOHANSING, ROBERT 4 2020-07-24 46 0.06 1,273,333 833,333 JOSEPH Aura Resources Inc. Common Shares JOHANSING, ROBERT 4 2020-07-24 16 0.06 1,606,666 333,333 JOSEPH Aura Resources Inc. Warrants JOHANSING, ROBERT 4 2020-07-24 16 566,667 166,667 JOSEPH Aura Resources Inc. Common Shares McNeice, John Darin 5 2020-07-24 46 0.06 2,880,434 958,334 Aura Resources Inc. Common Shares McNeice, John Darin 5 2020-07-24 16 0.06 4,220,434 1,340,000 Aura Resources Inc. Warrants McNeice, John Darin 5 2020-07-24 16 0.06 1,670,000 670,000 AurCrest Gold Inc. Common Shares Beardy, Stanley 4 2019-03-27 00 AurCrest Gold Inc. Options Beardy, Stanley 4 2019-03-27 00 AurCrest Gold Inc. Options Beardy, Stanley 4 2020-07-29 50 0.05 500,000 500,000 AurCrest Gold Inc. Common Shares Carpenter, Alex 4 2018-05-07 00 AurCrest Gold Inc. Options Carpenter, Alex 4 2018-05-07 00 AurCrest Gold Inc. Options Carpenter, Alex 4 2020-07-29 50 0.05 750,000 750,000 AurCrest Gold Inc. Options Johnstone, William Roy 4, 5 2020-07-29 50 0.05 1,200,000 1,000,000 AurCrest Gold Inc. Options Johnstone, William Roy 4, 5 2020-07-30 52 1,000,000 -200,000 AurCrest Gold Inc. Options van de Water, Frank 4 2016-07-18 52 0.2 100,000 -100,000 AurCrest Gold Inc. Options van de Water, Frank 4 2019-08-13 52 0.1 0 -100,000 AurCrest Gold Inc. Options van de Water, Frank 4 2020-07-29 50 0.05 750,000 750,000 Aurelius Minerals Inc. Common Shares Singh, Amandip 5 2020-07-29 10 0.085 180,000 100,000 (formerly Galena International Resources Ltd.) Aurion Resources Ltd. Options Talikka, Matti 4 2020-07-28 50 425,000 100,000 BacTech Environmental Common Shares Richardson, James Angus 4 2018-07-18 00 Corporation Wilson (Bilkstys-) BacTech Environmental Common Shares Richardson, James Angus 4 2020-07-27 10 0.03 125,000 125,000 Corporation Wilson (Bilkstys-) Ballard Power Systems Inc. Units Restricted Share MacEwen, Robert Randall 5 2020-03-05 46 8,432 Units Ballard Power Systems Inc. Units Restricted Share MacEwen, Robert Randall 5 2020-03-05 46 491,455 8,202 Units Bank of Nova Scotia, The Rights Director Deferred Aufreiter, Nora Anne 4 2020-07-29 56 55.67 15,942 1,168 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Aufreiter, Nora Anne 4 2020-07-29 30 55.67 16,181 239 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Babatz, Guillermo 4 2020-07-29 56 55.67 14,274 651 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Babatz, Guillermo 4 2020-07-29 30 55.67 14,494 220 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Bonham, Scott Barclay 4 2020-07-29 56 55.67 15,887 1,055 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Bonham, Scott Barclay 4 2020-07-29 30 55.67 16,127 240 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Dallara, Charles Harry 4 2020-07-29 56 55.67 14,518 651 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Dallara, Charles Harry 4 2020-07-29 30 55.67 14,743 225 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Penner, Michael D. 5 2020-07-29 56 55.67 10,793 1,055 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Penner, Michael D. 5 2020-07-29 30 55.67 10,951 158 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Power, Una Marie 4 2020-07-29 56 55.67 17,113 1,280 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Power, Una Marie 4 2020-07-29 30 55.67 17,369 256 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Regent, Aaron William 4 2020-07-29 56 55.67 33,796 2,021 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Regent, Aaron William 4 2020-07-29 30 55.67 34,309 513 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Samarasekera, Indira 4 2020-07-29 56 55.67 42,701 651 Stock Units (DDSU) Vasanti Bank of Nova Scotia, The Rights Director Deferred Samarasekera, Indira 4 2020-07-29 30 55.67 43,381 680 Stock Units (DDSU) Vasanti

August 6, 2020 (2020), 43 OSCB 6294

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Bank of Nova Scotia, The Rights Director Deferred Segal, Susan Louise 4 2020-07-29 56 55.67 34,108 1,055 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Segal, Susan Louise 4 2020-07-29 30 55.67 34,643 535 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Thomson, Scott 4 2020-07-29 56 55.67 16,065 1,280 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Thomson, Scott 4 2020-07-29 30 55.67 16,304 239 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Warmbold, Benita Marie 4 2020-07-29 56 55.67 6,044 1,010 Stock Units (DDSU) Bank of Nova Scotia, The Rights Director Deferred Warmbold, Benita Marie 4 2020-07-29 30 55.67 6,126 82 Stock Units (DDSU) Banyan Gold Corp. Common Shares Class Burleton, Stephen 4 2020-07-29 16 0.25 1,150,000 100,000 "A" Banyan Gold Corp. Common Shares Class Christie, Tara 4 2020-07-29 16 0.25 982,000 368,000 "A" Banyan Gold Corp. Common Shares Class Christie, Tara 4 2020-07-29 16 0.2 1,012,000 30,000 "A" Banyan Gold Corp. Common Shares Class Christie, Tara 4 2020-07-30 16 0.25 368,000 "A" Banyan Gold Corp. Common Shares Class Christie, Tara 4 2020-07-29 16 0.2 4,634,109 10,000 "A" Barsele Minerals Corp. Common Shares Cope, Gary Gordon 4 2020-07-28 10 0.5 15,564,800 85,000 Battle North Gold Common Shares Canada Pension Plan 3 2016-12-20 37 9,347 -1,505,925 Corporation Investment Board Battle North Gold Common Shares Canada Pension Plan 3 2016-12-20 37 10,000,000 -254,659,123 Corporation Investment Board Battle North Gold Common Shares Canada Pension Plan 3 2020-07-24 10 1.85 0 -10,000,000 Corporation Investment Board Battle North Gold Warrants Canada Pension Plan 3 2016-12-20 38 0 -10,000,000 Corporation Investment Board Battle North Gold Common Shares Sun Valley Gold LLC 3 2020-07-24 00 12,097,341 Corporation Belgravia Hartford Capital Common Shares Azodi, Mehdi 5 2020-07-28 10 0.03 1,835,510 44,570 Inc. (formerly Belgravia Capital International Inc.) Belgravia Hartford Capital Common Shares Azodi, Mehdi 5 2020-07-27 10 0.035 13,223,690 300,000 Inc. (formerly Belgravia Capital International Inc.) Belgravia Hartford Capital Common Shares Azodi, Mehdi 5 2020-07-28 10 0.03 13,283,690 60,000 Inc. (formerly Belgravia Capital International Inc.) Belgravia Hartford Capital Common Shares Azodi, Mehdi 5 2020-07-30 10 0.035 17,883,690 4,600,000 Inc. (formerly Belgravia Capital International Inc.) Belgravia Hartford Capital Common Shares Azodi, Mehdi 5 2020-07-31 10 0.04 18,283,690 400,000 Inc. (formerly Belgravia Capital International Inc.) Belgravia Hartford Capital Common Shares Kania, Paul 5 2020-07-30 10 0.035 1,800,000 500,000 Inc. (formerly Belgravia Capital International Inc.) Belo Sun Mining Corp. Options Amireault, Stéphane 5 2020-07-27 50 0.8 450,000 150,000 Belo Sun Mining Corp. Options Eaton, Mark Price 4, 5 2020-07-27 50 0.8 3,250,000 1,000,000 Belo Sun Mining Corp. Options Fries, Carol 4 2020-07-27 50 0.8 250,000 250,000 Belo Sun Mining Corp. Options Marchi, Sergio 4 2019-06-28 00 Belo Sun Mining Corp. Options Marchi, Sergio 4 2020-07-27 50 0.8 250,000 Belo Sun Mining Corp. Options Marchi, Sergio 4 2020-07-27 50 0.8 250,000 Belo Sun Mining Corp. Options Milbourne, Joe 5 2020-07-27 50 0.8 300,000 100,000 Belo Sun Mining Corp. Options Nixon, Peter 4 2020-02-10 00 Belo Sun Mining Corp. Options Nixon, Peter 4 2020-07-27 50 0.8 350,000 350,000 Belo Sun Mining Corp. Options Pritchard, Ian 5 2020-07-27 50 500,000 100,000 Belo Sun Mining Corp. Options Ptolemy, Ryan Jeffery 5 2020-07-27 50 0.8 595,000 225,000 Belo Sun Mining Corp. Options Said, Neil 5 2020-07-31 00 280,000 Belo Sun Mining Corp. Common Shares Santos, Rui Botica 4 2020-07-27 00 1,194,100 Belo Sun Mining Corp. Options Santos, Rui Botica 4 2020-07-27 00 250,000 Belo Sun Mining Corp. Options Tagliamonte, Peter Wilson 4 2020-07-27 50 0.8 3,750,000 1,500,000

August 6, 2020 (2020), 43 OSCB 6295

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Benchmark Botanics Inc. Common Shares Stowell, Claude Clifford 4 2020-07-29 10 0.2 849,600 -67,000 Bengal Energy Ltd. Options Chakrabarty, Chayan 4, 5 2020-07-30 52 0.18 600,000 -175,000 Bengal Energy Ltd. Options Edgar, Richard Norman 5 2020-07-30 52 0.18 200,000 -75,000 Bengal Energy Ltd. Options Gaffney, Peter Dominie 4 2020-07-30 52 0.18 200,000 -65,000 Bengal Energy Ltd. Options Howe, James Brian 4 2020-07-30 52 0.18 200,000 -65,000 Bengal Energy Ltd. Options Moss, Brian 4 2020-07-30 52 0.18 200,000 -65,000 Bengal Energy Ltd. Options Steele, Robert David 4 2020-07-30 52 0.18 200,000 -65,000 Bengal Energy Ltd. Options Towers, Ian James 4 2020-07-30 52 0.18 200,000 -65,000 Bengal Energy Ltd. Options Wheeler, William Ball 3, 4 2020-07-30 52 0.18 200,000 -65,000 Bhang Inc. (formerly, Pele Multiple Voting Shares Cannabis Growth 3 2020-02-10 00 Mountain Resources Inc.) Opportunity Corporation Bhang Inc. (formerly, Pele Multiple Voting Shares Cannabis Growth 3 2020-07-30 11 30 10,000 10,000 Mountain Resources Inc.) Opportunity Corporation Bhang Inc. (formerly, Pele Multiple Voting Shares Van Rixel, Scott Joseph 3 2020-07-30 11 15 11,713 -20,000 Mountain Resources Inc.) Bhang Inc. (formerly, Pele Multiple Voting Shares Van Rixel, Scott Joseph 3 2020-07-30 11 11.76 10,013 -1,700 Mountain Resources Inc.) Bhang Inc. (formerly, Pele Options Van Rixel, Scott Joseph 3 2020-07-27 38 2,250,000 -2,250,000 Mountain Resources Inc.) BIGG Digital Assets Inc. Common Shares Binns, Mark Andrew 4 2020-07-28 10 0.13 1,113,000 35,000 BIGG Digital Assets Inc. stock option Binns, Mark Andrew 4 2020-07-24 50 0.2 3,100,000 100,000 BIGG Digital Assets Inc. stock option Birmingham, Robert Laird 4 2020-07-27 50 0.2 250,000 150,000 BIGG Digital Assets Inc. stock option Evans, Diana Kim 4 2020-07-27 50 0.2 1,101,729 100,000 BIGG Digital Assets Inc. stock option Kennedy, Thomas John 4 2020-07-27 50 0.2 200,000 150,000 BioHarvest Sciences Inc. Options Carmel, Liron 4 2018-09-27 00 BioHarvest Sciences Inc. Options Carmel, Liron 4 2020-07-29 50 0.15 250,000 250,000 BioHarvest Sciences Inc. Options Fiddick, John Arthur 4 2019-02-07 00 BioHarvest Sciences Inc. Options Fiddick, John Arthur 4 2020-07-29 50 0.15 250,000 250,000 BioHarvest Sciences Inc. Options Hagay, Yoheved 5 2020-07-29 50 0.15 16,254,797 11,910,000 BioHarvest Sciences Inc. Options Ryan, David K. 6 2015-05-14 00 BioHarvest Sciences Inc. Options Ryan, David K. 6 2020-07-29 50 0.15 250,000 250,000 Birchcliff Energy Ltd. Common Shares Tonken, Aaron Jeffery 4, 5 2020-07-27 10 1.17 14,050 500 Birchcliff Energy Ltd. Common Shares Tonken, Aaron Jeffery 4, 5 2020-07-27 10 1.165 14,550 500 Black Mammoth Metals Common Shares Henderson, Dustin 4, 5 2020-07-29 10 0.125 2,039,753 1,500 Corporation Christopher Black Tusk Resources Inc. Options Grunenberg, Perry Brian 4 2017-11-10 50 100,000 Black Tusk Resources Inc. Options Grunenberg, Perry Brian 4 2017-11-10 50 100,000 Black Tusk Resources Inc. Options Grunenberg, Perry Brian 4 2019-12-10 50 200,000 Black Tusk Resources Inc. Options Grunenberg, Perry Brian 4 2019-12-10 50 200,000 Black Tusk Resources Inc. Common Shares Penn, Richard Ryan 3, 4, 5 2020-07-30 10 0.07 3,814,500 100,000 Black Tusk Resources Inc. Options Penn, Richard Ryan 3, 4, 5 2020-07-27 50 2,400,000 1,000,000 Black Tusk Resources Inc. Options Rubin, Roman Reuven 3, 4, 5 2020-07-24 50 2,275,000 1,000,000 Blackheath Resources Inc. Warrants Langer, Alexander 5 2020-07-24 55 1 600,000 300,000 Blind Creek Resources Ltd. Options Dobson, Dale 5 2020-06-28 52 0 -250,000 Blind Creek Resources Ltd. Options Dobson, Dale 5 2020-07-28 50 200,000 200,000 Blind Creek Resources Ltd. Options Kennedy, Thomas John 4, 5 2020-06-28 52 0 -400,000 Blind Creek Resources Ltd. Options Kennedy, Thomas John 4, 5 2020-07-28 50 800,000 800,000 Blind Creek Resources Ltd. Options Rees, Andrew H. 4 2020-07-28 50 300,000 50,000 Blockchain Foundry Inc. Common Shares Marsh, Christopher Andrew 4, 5 2020-07-30 10 0.165 1,910,444 15,000 Blockchain Foundry Inc. Common Shares Marsh, Christopher Andrew 4, 5 2020-07-30 10 0.17 2,031,944 121,500 Blockchain Foundry Inc. Common Shares Marsh, Christopher Andrew 4, 5 2020-07-30 10 0.175 2,049,944 18,000 Blockchain Foundry Inc. Common Shares Marsh, Christopher Andrew 4, 5 2020-07-30 10 0.18 2,070,144 20,200 Blue Star Gold Corp. Common Shares Kuhn, Peter Martin 5 2020-07-27 10 0.115 2,325,000 2,000 Blue Star Gold Corp. Common Shares Kuhn, Peter Martin 5 2020-07-28 10 0.135 2,359,000 34,000 Blue Star Gold Corp. Common Shares Kuhn, Peter Martin 5 2020-07-29 10 0.125 2,383,000 24,000 Blue Star Gold Corp. Common Shares Kuhn, Peter Martin 5 2020-07-29 10 0.135 2,398,500 15,500 Blue Thunder Mining Inc. Options Paolone, Enrico Lorenzo 4 2020-07-27 50 0.1 300,000 300,000 BMTC Group Inc. Common Shares Castiglio, Gabriel 4 2020-07-24 10 9.15 20,094 400 BMTC Group Inc. Common Shares Castiglio, Gabriel 4 2020-07-29 10 9.15 21,894 1,800 Bond Resources Inc. Common Shares Avelino, Cynthia 5 2020-07-27 51 0.2 199,000 29,000

August 6, 2020 (2020), 43 OSCB 6296

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Bond Resources Inc. Common Shares Avelino, Cynthia 5 2020-07-27 10 0.43 170,000 -29,000 Bond Resources Inc. Common Shares Avelino, Cynthia 5 2020-07-28 51 0.2 205,000 35,000 Bond Resources Inc. Common Shares Avelino, Cynthia 5 2020-07-29 10 0.43 185,500 -19,500 Bond Resources Inc. Options Avelino, Cynthia 5 2020-07-27 51 0.2 260,000 -29,000 Bond Resources Inc. Options Avelino, Cynthia 5 2020-07-28 51 0.2 225,000 -35,000 BQE Water Inc. Common Shares Kratochvil, David 5 2020-07-27 51 6 15,480 2,000 BQE Water Inc. Options Kratochvil, David 5 2020-07-27 51 6 15,000 -2,000 Bragg Gaming Group Inc. Deferred Share Units Mansour, Dominic 4, 5 2018-12-22 00 3,180,000 (formerly Breaking Data Corp.) Bragg Gaming Group Inc. Options Mansour, Dominic 4, 5 2018-12-22 00 500,000 (formerly Breaking Data Corp.) Brand X Lifestyle Corp. Common Shares Little, Lisa 2 2020-05-20 10 0.1 2,300,000 200,000 (formerly Block X Capital Corp.) Brand X Lifestyle Corp. Common Shares Little, Lisa 2 2020-07-10 11 0.07 1,050,000 (formerly Block X Capital Corp.) Brand X Lifestyle Corp. Common Shares Little, Lisa 2 2020-07-10 11 0.07 1,050,000 (formerly Block X Capital Corp.) Brand X Lifestyle Corp. Warrants Little, Lisa 2 2020-03-30 00 (formerly Block X Capital Corp.) Brand X Lifestyle Corp. Warrants Little, Lisa 2 2020-05-20 10 0.35 200,000 200,000 (formerly Block X Capital Corp.) Brookfield Asset Common Shares Class A Cockwell, Jack Lynn 4, 6 2020-04-01 35 19,026,871 6,342,290 Management Inc. Limited Voting Brookfield Asset Common Shares Class A Cockwell, Jack Lynn 4, 6 2020-04-01 35 5,690,367 Management Inc. Limited Voting Brookfield Asset Common Shares Class A Cockwell, Jack Lynn 4, 6 2020-04-01 35 17,466,495 5,690,367 Management Inc. Limited Voting Brookfield Asset Deferred Share Units Cockwell, Jack Lynn 4, 6 2020-04-01 35 1,076,717 358,906 Management Inc. Brookfield Asset Deferred Share Units Cockwell, Jack Lynn 4, 6 2020-07-27 30 18,054 Management Inc. Brookfield Asset Deferred Share Units Cockwell, Jack Lynn 4, 6 2020-07-27 30 1,094,771 18,054 Management Inc. Brookfield Asset Restricted Share Units Cockwell, Jack Lynn 4, 6 2020-04-01 35 1,596,287 532,096 Management Inc. Brookfield Asset Deferred Share Units Price, Timothy Robert 6 2020-05-12 30 14,623 Management Inc. Brookfield Asset Deferred Share Units Price, Timothy Robert 6 2020-05-12 30 471,874 14,623 Management Inc. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.02 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.02 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.1 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.1 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.155 300 300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.155 0 -300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.18 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.18 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.2 700 700 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.2 0 -700 L.P. Partners L.P.

August 6, 2020 (2020), 43 OSCB 6297

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.21 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.21 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.27 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.27 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.29 400 400 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.29 0 -400 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.33 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.33 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.36 300 300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.36 0 -300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.38 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.38 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.4 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.4 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.405 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.405 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.41 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.41 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.48 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.48 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.49 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.49 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.5 400 400 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.5 0 -400 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.54 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.54 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.56 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.56 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.59 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.59 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.67 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.67 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.68 110 110 L.P. Partners L.P.

August 6, 2020 (2020), 43 OSCB 6298

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.68 0 -110 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.82 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.82 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.83 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 26.83 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 27 340 340 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-13 38 27 0 -340 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.88 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.88 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.89 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.89 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.92 400 400 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.92 0 -400 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.93 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 24.93 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.09 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.09 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.18 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.18 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.32 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.32 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.52 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.52 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.63 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.63 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.65 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.65 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.66 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.66 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.805 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.801 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.91 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.91 0 -200 L.P. Partners L.P.

August 6, 2020 (2020), 43 OSCB 6299

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.96 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.96 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.98 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 25.98 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.02 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.02 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.1 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.1 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.29 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.29 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.38 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.38 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.39 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.39 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.45 300 300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.45 0 -300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.47 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.47 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.49 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.49 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.5 300 300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.5 0 -300 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.55 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.55 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.56 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.56 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.565 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.565 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.62 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.62 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.64 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.64 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.65 200 200 L.P. Partners L.P.

August 6, 2020 (2020), 43 OSCB 6300

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.65 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.655 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.655 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.67 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.67 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.68 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.68 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.685 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.685 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.69 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.69 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.71 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.71 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.72 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.72 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.73 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.73 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.74 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.74 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.75 605 605 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-14 38 26.75 0 -605 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.15 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.15 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.36 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.36 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.48 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.48 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.62 600 600 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.62 0 -600 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.72 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.72 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.75 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.75 0 -200 L.P. Partners L.P.

August 6, 2020 (2020), 43 OSCB 6301

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.82 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.82 0 -100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.86 200 200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.86 0 -200 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.93 100 100 L.P. Partners L.P. Brookfield Business Partners Limited Partnership Units Brookfield Business 1 2020-05-15 38 26.93 0 -100 L.P. Partners L.P. Brookfield Infrastructure Subordinate Voting Brookfield Asset 3 2020-03-31 00 12,755,893 Corporation Shares Class A Management Inc. Exchangeable Brookfield Infrastructure Subordinate Voting Brookfield Asset 3 2020-07-29 15 62.25 7,675,193 -5,080,700 Corporation Shares Class A Management Inc. Exchangeable Brookfield Infrastructure Subordinate Voting Brookfield Asset 3 2020-03-31 00 Corporation Shares Class A Management Inc. Exchangeable BRP Inc. Subordinate Voting Boisjoli, José 4, 5 2020-07-31 90 0 -92,961 Shares BRP Inc. Subordinate Voting Boisjoli, José 4, 5 2020-07-31 90 1,012,350 92,961 Shares BSR Real Estate Investment Class B Units of LLC Bailey, John Stanley 3, 4, 5 2020-07-27 90 0 -66,207 Trust Builders Capital Mortgage Non-Voting Shares Class Loutitt, Sandy Luke 3, 4 2020-07-08 10 8.92 18,833 200 Corp. A Builders Capital Mortgage Non-Voting Shares Class Loutitt, Sandy Luke 3, 4 2020-07-10 10 8.09 18,933 100 Corp. A Builders Capital Mortgage Non-Voting Shares Class Loutitt, Sandy Luke 3, 4 2020-07-23 10 8.15 19,933 1,000 Corp. A Byrna Technologies, Inc. Common Shares Jensen, Paul 4 2020-07-31 11 0.18 2,386,884 200,000 Byrna Technologies, Inc. Warrants Jensen, Paul 4 2020-07-31 54 0.18 200,000 -271,698 Byrna Technologies, Inc. Warrants Jensen, Paul 4 2020-07-31 47 0 -200,000 Byrna Technologies, Inc. Common Shares Levantin, Donald 4 2020-07-31 11 0.18 1,127,756 377,756 Byrna Technologies, Inc. Warrants Levantin, Donald 4 2020-07-31 54 258,630 -377,756 C-COM Satellite Systems Options Awada, Bilal 5 2020-07-25 50 725,000 150,000 Inc. Canada Nickel Company Common Shares Selby, Mark Thomas Henry 4, 5 2020-07-31 10 2.42 2,537,643 20,000 Inc. Canadian National Railway Common Shares DRYSDALE, Janet 5 2020-07-30 51 47.3 14,789 1,400 Company Canadian National Railway Common Shares DRYSDALE, Janet 5 2020-07-30 10 130.35 13,389 -1,400 Company Canadian National Railway Common Shares DRYSDALE, Janet 5 2020-07-30 51 58.71 15,889 2,500 Company Canadian National Railway Common Shares DRYSDALE, Janet 5 2020-07-30 10 130.5 13,389 -2,500 Company Canadian National Railway Options DRYSDALE, Janet 5 2020-07-30 51 47.3 61,775 -1,400 Company Canadian National Railway Options DRYSDALE, Janet 5 2020-07-30 51 58.71 59,275 -2,500 Company Canadian National Railway Common Shares Finn, Sean 5 2020-07-27 51 52.78 18,039 2,426 Company Canadian National Railway Common Shares Finn, Sean 5 2020-07-27 10 129.52 15,613 -2,426 Company Canadian National Railway Options Finn, Sean 5 2020-07-27 51 52.78 158,880 -2,426 Company Canarc Resource Corp. Common Shares Eldridge, Scott Richard 4, 5 2020-07-28 10 0.115 559,500 -75,000 Cannabix Technologies Inc Common Shares Clarke, Thomas William 4 2020-07-28 10 0.49 10,000 4,000 Canuc Resources Common Shares Berlet, Christopher James 4 2020-05-08 16 0.1 120,000 Corporation Canuc Resources Common Shares Berlet, Christopher James 4 2020-05-08 16 0.1 6,963,000 150,000 Corporation

August 6, 2020 (2020), 43 OSCB 6302

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canuc Resources Common Shares Berlet, Christopher James 4 2020-07-28 10 0.11 7,566,500 -28,500 Corporation Canuc Resources Common Shares Berlet, Christopher James 4 2020-07-28 10 0.1 5,565,000 -2,001,500 Corporation Canuc Resources Warrants Berlet, Christopher James 4 2020-05-08 16 0.15 60,000 Corporation Canuc Resources Warrants Berlet, Christopher James 4 2020-05-08 16 0.15 60,000 Corporation Canuc Resources Warrants Berlet, Christopher James 4 2020-05-08 16 0.15 235,000 75,000 Corporation Captiva Verde Land Corp. Common Shares Ciachurski, Jeffrey Joseph 4, 5 2020-07-28 10 0.6 2,341,000 50,000 Captiva Verde Land Corp. Common Shares Ciachurski, Jeffrey Joseph 4, 5 2020-07-29 10 43.5 2,366,000 25,000 Captiva Verde Land Corp. Common Shares Taylor, James Gordon 4 2020-07-28 10 200,000 -50,000 CareRx Corporation Restricted Stock Units Bharucha, Yazdi 4 2020-07-27 56 191,218 599 (formerly Centric Health Corporation) CareRx Corporation Restricted Stock Units Dalton, Kevin 4 2020-07-28 56 801,964 2,793 (formerly Centric Health Corporation) CareRx Corporation Restricted Stock Units Desando, Ralph 4 2020-07-27 56 122,249 2,770 (formerly Centric Health Corporation) CareRx Corporation Restricted Stock Units Ewing, John 4 2020-07-27 56 384,279 2,882 (formerly Centric Health Corporation) CareRx Corporation Restricted Stock Units Hills, Matthew Bruce 4 2020-07-27 56 110,394 1,676 (formerly Centric Health Corporation) CareRx Corporation Restricted Stock Units Oberg, Lyle 4, 7 2020-07-27 56 106,175 2,513 (formerly Centric Health Corporation) Carlyle Commodities Corp. Common Shares Good, Morgan 4, 5 2020-07-22 10 0.37 488,501 7,500 Carlyle Commodities Corp. Common Shares Good, Morgan 4, 5 2020-07-23 10 0.36 496,001 7,500 Carlyle Commodities Corp. Common Shares Good, Morgan 4, 5 2020-07-24 10 0.34 498,501 2,500 Carlyle Commodities Corp. Common Shares Good, Morgan 4, 5 2020-07-24 10 0.33 501,001 2,500 Carlyle Commodities Corp. Common Shares Good, Morgan 4, 5 2020-07-24 10 0.31 506,001 5,000 Carlyle Commodities Corp. Common Shares Moroney, Donna 5 2018-11-22 00 Carlyle Commodities Corp. Common Shares Moroney, Donna 5 2020-03-27 16 0.075 160,000 160,000 Carlyle Commodities Corp. Warrants Moroney, Donna 5 2018-11-22 00 Carlyle Commodities Corp. Warrants Moroney, Donna 5 2020-03-27 16 160,000 160,000 Carube Copper Corp. Common Shares Manini, Anthony 4 2020-07-24 10 0.05 5,000,014 2,900,014 (formerly Miocene Resources Limited) Cenovus Energy Inc. Common Shares MacPhail, Keith A.J. 4 2020-07-28 10 6.48 366,000 60,000 CERRO DE PASCO Common Shares Boisjoli, Robert 5 2020-07-24 11 0.2 425,000 75,000 RESOURCES INC. (formerly Genius Properties Ltd.) CERRO DE PASCO Common Shares Boisjoli, Robert 5 2020-07-30 11 0.2 460,000 35,000 RESOURCES INC. (formerly Genius Properties Ltd.) Cervus Equipment Common Shares Cervus Equipment 1 2020-07-27 38 6.95 64,464 200 Corporation Corporation Cervus Equipment Common Shares Cervus Equipment 1 2020-07-29 38 7.1912 64,980 516 Corporation Corporation Cervus Equipment Common Shares Cervus Equipment 1 2020-07-30 38 7.2401 66,696 1,716 Corporation Corporation Cervus Equipment Common Shares Cervus Equipment 1 2020-07-31 38 7.23 66,996 300 Corporation Corporation Champion Iron Limited Common Shares Belleau, Alexandre 5 2020-07-22 00 260,200 Ordinary Shares (as per Australian securities law) Champion Iron Limited Rights Performance Belleau, Alexandre 5 2020-07-22 00 109,806 Share Units (PSU) Champion Iron Limited Rights Restricted Share Belleau, Alexandre 5 2020-07-22 00 73,204 Units (RSU) Choice Properties Real Trust Units Weston, W. Galen 7 2013-06-26 00 Estate Investment Trust

August 6, 2020 (2020), 43 OSCB 6303

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Choice Properties Real Trust Units Weston, W. Galen 7 2020-07-31 11 12.46 16,500,000 16,500,000 Estate Investment Trust CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 2020-07-24 10 0.48 3,916,900 2,300 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 2020-07-27 10 0.48 3,918,900 2,000 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 2020-07-28 10 0.47 3,921,200 2,300 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 2020-07-29 10 0.47 3,973,700 52,500 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 2020-07-30 10 0.47 3,976,000 2,300 Clean Air Metals Inc. Common Shares Gallagher, James Elvin 4 2020-07-31 10 0.315 635,000 85,000 (formerly, Regency Gold Corp.) CloudMD Software & Common Shares Kohler, Mark William 4 2020-07-27 10 0.55 315,000 10,000 Services Inc. (formerly Premier Health Group Inc.) Co-operators General Preferred Shares Class A Daniel, Kevin 7 2020-07-31 30 100 1,835 1 Insurance Company Series B Co-operators General Preferred Shares Class A Hanna, Paul 7 2020-07-31 30 100 1,024 1 Insurance Company Series B CO2 GRO Inc. Options Aaron, Archibald 5 2019-03-20 50 0.265 1,135,849 235,849 CO2 GRO Inc. Options Aaron, Archibald 5 2020-07-28 50 0.12 1,635,849 500,000 CO2 GRO Inc. Options Archibald, John 5 2020-07-28 50 0.12 1,200,000 400,000 CO2 GRO Inc. Options kanes, samuel 4 2020-07-28 50 0.12 1,437,285 300,000 Colabor Group Inc. Convertible Debentures Briscoe, Robert John 3, 4, 5 2016-07-14 00 6.00% échéance le 13 octobre 2021 Colabor Group Inc. Convertible Debentures Briscoe, Robert John 3, 4, 5 2020-07-29 10 80 $230 $230 6.00% échéance le 13 octobre 2021 Colabor Group Inc. Convertible Debentures Briscoe, Robert John 3, 4, 5 2020-07-30 10 80 $290 $60 6.00% échéance le 13 octobre 2021 Colabor Group Inc. Convertible Debentures Briscoe, Robert John 3, 4, 5 2020-07-31 10 80 $1,000 $710 6.00% échéance le 13 octobre 2021 Columbia Care Inc. (formerly Common Shares Abbott, Michael James 3, 4 2020-07-30 57 311,612 178,691 known as Canaccord Genuity Growth Corp.) Columbia Care Inc. (formerly Proportionate Voting Abbott, Michael James 3, 4 2020-07-30 57 0 -1,787 known as Canaccord Shares Genuity Growth Corp.) Columbia Care Inc. (formerly Common Shares Miller, Mary-Alice 5 2020-07-25 57 248,166 194,359 known as Canaccord Genuity Growth Corp.) Columbia Care Inc. (formerly Proportionate Voting Miller, Mary-Alice 5 2020-07-25 57 0 -1,944 known as Canaccord Shares Genuity Growth Corp.) Columbia Care Inc. (formerly Common Shares Vita, Nicholas Keane 3, 4, 5 2020-07-25 57 39,049,225 22,049,225 known as Canaccord Genuity Growth Corp.) Columbia Care Inc. (formerly Proportionate Voting Vita, Nicholas Keane 3, 4, 5 2020-07-25 57 0 -220,492 known as Canaccord Shares Genuity Growth Corp.) Condor Petroleum Inc. Common Shares Disbrow, Robert 3 2020-07-28 10 0.5 2,335,500 -50,000 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 2020-07-24 10 0.5 2,527,000 -20,000 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 2020-07-27 10 0.5 2,500,000 -27,000 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 2020-07-28 10 0.5 2,450,500 -49,500 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 2020-07-29 10 0.5 2,400,500 -50,000 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 2020-07-29 90 4,759 -140,000 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 2006-08-08 00 Constellation Software Inc. Common Shares Anzarouth, Bernard 5 2020-07-29 90 140,000 140,000 Copperbank Resources Common Shares Kovacevic, John Gianni 4, 5 2020-07-30 10 0.22 5,071,300 25,000 Corp. Corus Entertainment Inc. Non-Voting Shares Class Coyles, Stephanie 4 2020-07-27 10 2.345 20,000 20,000 B CR Capital Corp. Common Shares Dent, Roger 3 2020-07-24 00 1,250,000 CR Capital Corp. Warrants Dent, Roger 3 2020-07-24 00 1,250,000 CR Capital Corp. Common Shares Howlett, Brian 5 2020-07-27 10 0.22 1,456,250 10,000

August 6, 2020 (2020), 43 OSCB 6304

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Cresco Labs Inc. Subordinate Voting Bachtell, Charles Ian 4, 5 2018-11-30 00 Shares Cresco Labs Inc. Subordinate Voting Bachtell, Charles Ian 4, 5 2020-07-23 11 1.14 100,000 100,000 Shares Crest Resources Inc. Common Shares CLARK, BRYCE 5 2020-05-22 00 Crest Resources Inc. Common Shares CLARK, BRYCE 5 2020-07-24 10 0.1 100,000 100,000 Crest Resources Inc. Common Shares Collins, John Michael 4 2020-06-01 45 3,850,000 1,000,000 William Crest Resources Inc. Common Shares Collins, John Michael 4 2020-07-27 16 0.12 4,150,000 300,000 William Crest Resources Inc. Options McLaughlin, Jason 4 2019-10-18 00 Crest Resources Inc. Options McLaughlin, Jason 4 2020-06-01 50 0.065 175,000 175,000 Cronos Group Inc. Rights Restricted Share Frein, Summer 5 2020-07-20 00 26,422 Units Cryptologic Corp. (formerly, Common Shares Johnson, Dale Patrick 4 2012-02-08 00 Vogogo Inc.) Cryptologic Corp. (formerly, Common Shares Johnson, Dale Patrick 4 2020-06-30 36 1 52,000 52,000 Vogogo Inc.) Cryptologic Corp. (formerly, Common Shares Johnson, Dale Patrick 4 2020-06-30 36 54,000 52,000 Vogogo Inc.) Cryptologic Corp. (formerly, Convertible Debentures Johnson, Dale Patrick 4 2020-06-30 36 1 $0 -$100,000 Vogogo Inc.) Cryptologic Corp. (formerly, Options Johnson, Dale Patrick 4 2018-11-22 97 0 -1,680,000 Vogogo Inc.) Currency Exchange Common Shares Mickleborough, Mark 4 2020-07-24 10 10.55 17,100 900 International, Corp. Douglas Currency Exchange Common Shares Mickleborough, Mark 4 2020-07-29 10 10.55 17,200 100 International, Corp. Douglas Currency Exchange Options Piccolo, Rocco 4 2020-07-29 00 International, Corp. Currency Exchange Options Piccolo, Rocco 4 2020-07-29 00 International, Corp. Currency Exchange Options Piccolo, Rocco 4 2020-07-29 00 International, Corp. Currency Exchange Options Piccolo, Rocco 4 2020-07-29 50 6,000 6,000 International, Corp. Currency Exchange Options Piccolo, Rocco 4 2020-07-30 00 International, Corp. Currency Exchange Options Piccolo, Vincenzo 4 2020-07-29 00 International, Corp. Currency Exchange Options Piccolo, Vincenzo 4 2020-07-29 50 6,000 6,000 International, Corp. Currency Exchange Common Shares Pinna, Randolph W. 3, 4, 5 2020-07-27 10 8.0923 1,375,230 400 International, Corp. Cymat Technologies Ltd. Common Shares Gill, Jon David 4 2020-07-24 11 77,200 -25,000 Cypherpunk Holdings Inc. Common Shares Henderson, Marc Charles 4, 5 2020-07-27 10 0.05 6,800,000 100,000 DataMetrex AI Limited Common Shares Peterson, James Scott 4 2020-07-28 00 (previously, Everfront Ventures Corp.) DataMetrex AI Limited Options Peterson, James Scott 4 2020-07-28 00 1,000,000 (previously, Everfront Ventures Corp.) DataMetrex AI Limited Warrants Peterson, James Scott 4 2020-07-28 00 (previously, Everfront Ventures Corp.) DataMetrex AI Limited Options Ryu, Andrew Jong Soo 3, 4, 7, 5 2020-07-26 38 0.17 5,500,000 -500,000 (previously, Everfront Ventures Corp.) Decibel Cannabis Company Options Sze, Benjamin 5 2020-06-24 50 0.09 240,591,425 Inc. Decibel Cannabis Company Options Sze, Benjamin 5 2020-06-24 50 0.09 8,801,914 2,405,914 Inc. DelphX Capital Markets Inc. Options Pierce, Toby Robert 4 2020-07-27 50 0.15 183,000 60,000 Desert Mountain Energy Common Shares Olian, Irwin Alois 4, 5 2020-07-22 10 0.73 3,073,125 -14,000 Corp. Desert Mountain Energy Common Shares Olian, Irwin Alois 4, 5 2020-07-22 10 0.7 3,062,125 -11,000 Corp.

August 6, 2020 (2020), 43 OSCB 6305

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Desert Mountain Energy Options Olian, Irwin Alois 4, 5 2018-11-12 52 0.2 0 -1,000,000 Corp. Desert Mountain Energy Options Olian, Irwin Alois 4, 5 2018-11-26 50 0.2 650,000 650,000 Corp. Desert Mountain Energy Options Olian, Irwin Alois 4, 5 2020-03-09 50 0.22 900,000 100,000 Corp. Devonian Health Group Inc. Options Bernier, Jacques 4 2020-07-27 50 425,000 275,000 Devonian Health Group Inc. Options Boulet, André 3, 4, 5 2020-07-27 50 1,250,000 Devonian Health Group Inc. Options Boulet, André 3, 4, 5 2020-07-27 50 1,248,355 448,355 Devonian Health Group Inc. Options Dahan, Sybil 4 2020-07-28 50 500,000 150,000 Devonian Health Group Inc. Options Dancosse, Guy 4 2020-06-18 00 620,000 Devonian Health Group Inc. Options Flamand, Louis 4 2020-07-27 50 190,000 Devonian Health Group Inc. Options Flamand, Louis 4 2020-07-27 50 290,000 190,000 Devonian Health Group Inc. Options Fretz, Terry Lynn 4 2020-07-27 50 625,000 575,000 Devonian Health Group Inc. Options Laurin, Colette 5 2020-07-27 50 540,000 250,000 Devonian Health Group Inc. Options Sayed, Tarique 4 2020-07-27 50 950,000 275,000 Diagnos Inc. Common Shares Coffin, Tristram 3 2020-07-24 10 0.17 2,103,934 100,000 Diagnos Inc. Common Shares Coffin, Tristram 3 2020-07-28 10 0.15 2,203,934 100,000 Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 2020-07-24 38 11.686 592,400 1,400 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 2020-07-27 38 11.696 595,100 2,700 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 2020-07-28 38 11.717 598,100 3,000 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 2020-07-29 38 11.743 600,100 2,000 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 2020-07-30 38 11.779 602,200 2,100 Fund Fund Discovery Metals Corp. Common Shares Chevillon, Victor 4 2020-07-27 51 0.2909 1,212,956 412,500 Discovery Metals Corp. Common Shares Chevillon, Victor 4 2020-07-27 10 2.1 1,055,041 -157,915 Discovery Metals Corp. Options Chevillon, Victor 4 2020-07-27 51 0.2909 400,000 -412,500 Discovery Metals Corp. Common Shares O'Dea, Mark Gerard 4 2020-07-27 10 2.0738 100,000 -300,000 Discovery Metals Corp. Common Shares Smith, Moira Tracey 4 2020-07-27 10 1.996 970,000 -30,000 Dollarama Inc. Common Shares Thomas, John Huw 4 2020-07-30 10 48.241 27,200 -4,000 Dundee Corporation Rights Deferred Share Covassin, Tanya 4 2020-07-31 56 1.3845 40,912 6,658 Units Dundee Corporation Rights Deferred Share MacRae, Garth A. C. 4, 5 2020-07-02 37 137,367 -25,812 Units Dundee Corporation Rights Deferred Share MacRae, Garth A. C. 4, 5 2020-07-31 56 1.3845 141,881 4,514 Units Dundee Corporation Rights Deferred Share Meharry, Isabel 4 2020-07-31 56 1.3845 87,217 13,091 Units Dundee Corporation Rights Deferred Share Molson, Andrew 4 2020-07-31 56 1.3845 166,755 10,156 Units Dundee Corporation Rights Deferred Share Nixon, Peter 4 2020-07-31 56 1.3845 66,496 7,222 Units Dundee Corporation Rights Deferred Share Sharpe, Steven Blair 4 2020-07-31 56 1.3845 71,153 14,445 Units Dundee Corporation Preferred Shares Sinclair, Alistair Murray 4 2020-07-29 10 15.878 25,300 -11,000 Cumulative Floating Rate First Preference Shares, Series 3 Dundee Corporation Preferred Shares Sinclair, Alistair Murray 4 2020-07-30 10 15.605 10,000 -15,300 Cumulative Floating Rate First Preference Shares, Series 3 Dundee Corporation Preferred Shares Sinclair, Alistair Murray 4 2020-07-31 10 15.601 0 -10,000 Cumulative Floating Rate First Preference Shares, Series 3 Dundee Corporation Preferred Shares Sinclair, Alistair Murray 4 2020-07-24 10 15.5 0 -600 Cumulative Floating Rate First Preference Shares, Series 3 Dundee Corporation Rights Deferred Share Sinclair, Alistair Murray 4 2020-07-02 37 304,234 -1,637 Units

August 6, 2020 (2020), 43 OSCB 6306

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Dundee Corporation Rights Deferred Share Sinclair, Alistair Murray 4 2020-07-31 56 321,388 17,154 Units Dundee Corporation Subordinate Voting Sinclair, Alistair Murray 4 2020-07-24 10 1.355 1,370,300 14,400 Shares Class A Dundee Corporation Subordinate Voting Sinclair, Alistair Murray 4 2020-07-27 10 1.3799 1,472,000 101,700 Shares Class A Dundee Corporation Subordinate Voting Sinclair, Alistair Murray 4 2020-07-28 10 1.39 1,495,000 23,000 Shares Class A Dundee Corporation Subordinate Voting Sinclair, Alistair Murray 4 2020-07-29 10 1.39 1,506,800 11,800 Shares Class A Dundee Corporation Subordinate Voting Sinclair, Alistair Murray 4 2020-07-30 10 1.39 1,528,100 21,300 Shares Class A Dundee Corporation Subordinate Voting Sinclair, Alistair Murray 4 2020-07-31 10 1.39 1,531,100 3,000 Shares Class A Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-28 10 7.01 4,414,790 -8,700 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-29 10 6.91 4,387,990 -26,800 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-28 10 7.01 5,836,170 -11,500 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-29 10 6.91 5,800,670 -35,500 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-28 10 7.01 8,394,000 -16,400 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-29 10 6.91 8,342,900 -51,100 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-28 10 7.01 890,300 -1,800 Dundee Precious Metals Inc. Common Shares GMT Capital Corp 3 2020-07-29 10 6.91 884,900 -5,400 Dye & Durham Limited Common Shares Seastone Invest Limited 3 2020-07-17 00 8,167,664 Dye & Durham Limited Common Shares Seastone Invest Limited 3 2020-07-17 15 6,834,331 -1,333,333 Earth Alive Clean Options Warren, Michael K. 5 2020-07-06 50 0.14 1,700,000 466,000 Technologies Inc. EarthRenew Inc. (Formerly Common Shares Leigh, Frederic 3, 4 2020-04-09 00 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Common Shares Leigh, Frederic 3, 4 2020-07-24 16 0.3 2,833,334 2,833,334 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Common Shares Leigh, Frederic 3, 4 2020-07-24 16 0.3 30,000 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Common Shares Leigh, Frederic 3, 4 2020-07-24 16 0.3 30,000 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Warrants Leigh, Frederic 3, 4 2020-04-09 00 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Warrants Leigh, Frederic 3, 4 2020-07-24 16 0.3 1,416,667 1,416,667 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Warrants Leigh, Frederic 3, 4 2020-07-24 16 0.3 15,000 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Warrants Leigh, Frederic 3, 4 2020-07-24 16 0.3 15,000 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Common Shares Stretch, Catherine 4 2020-07-24 16 0.3 1,962,968 166,667 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Warrants Stretch, Catherine 4 2018-12-24 00 known as Valencia Ventures Inc.) EarthRenew Inc. (Formerly Warrants Stretch, Catherine 4 2020-07-24 16 0.45 83,333 83,333 known as Valencia Ventures Inc.) ECN Capital Corp. Performance Share Units SHAW, SCOTT WILLIAM 5 2020-05-14 56 3.71 2,233,878 2,000,000 EcoSynthetix Inc. Common Shares Lions Investment Ltd 3 2020-07-29 10 2.2769 0 -36,000 Electric Royalties Ltd. Options Schafer, Robert 4 2019-10-31 00 150,000 (formerly Rebel Capital Inc.) Electric Royalties Ltd. Options Snyman, Marchand 4 2020-06-24 00 (formerly Rebel Capital Inc.) Electric Royalties Ltd. Options Snyman, Marchand 4 2020-07-26 50 0.29 500,000 500,000 (formerly Rebel Capital Inc.)

August 6, 2020 (2020), 43 OSCB 6307

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Elemental Royalties Corp. Options Ruxton, Peter Antony 4 2020-07-27 52 850,000 -395,000 Elemental Royalties Corp. Options Ruxton, Peter Antony 4 2020-07-27 52 750,000 -100,000 Elemental Royalties Corp. Options Ruxton, Peter Antony 4 2020-07-27 52 250,000 -500,000 Elemental Royalties Corp. Options Ruxton, Peter Antony 4 2020-07-27 52 0 -250,000 Elemental Royalties Corp. Common Shares Tembo Capital Mining GP 3 2020-07-27 37 204,603 -42,557,339 Limited Elixxer Ltd. Common Shares Cheah, Jeff 4 2020-07-24 00 Elixxer Ltd. Options Cheah, Jeff 4 2020-07-24 00 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-24 10 1.06 2,394,000 10,000 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-27 10 1.11 2,399,000 5,000 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-28 10 1.03 2,401,300 2,300 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-28 10 1.04 2,402,300 1,000 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-28 10 1.05 2,414,000 11,700 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-29 54 0.6 2,490,250 76,250 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-29 10 1.05 2,495,150 4,900 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-29 10 1.04 2,495,250 100 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-29 10 1.03 2,498,250 3,000 Eloro Resources Ltd. Common Shares LARSEN, THOMAS 4, 5 2020-07-30 10 1.05 2,503,250 5,000 Eloro Resources Ltd. Warrants LARSEN, THOMAS 4, 5 2020-07-29 54 0.6 0 -76,250 Eloro Resources Ltd. Common Shares NAGAMATSU, MILES 5 2020-07-30 10 1.04 733,100 8,100 Eloro Resources Ltd. Common Shares NAGAMATSU, MILES 5 2020-07-31 10 1.04 735,000 1,900 Enbridge Inc. Common Shares Carter, Pamela Lynn 4 2020-03-13 30 50.52 43,071 512 Enbridge Inc. Common Shares Carter, Pamela Lynn 4 2020-06-05 30 44.11 43,620 549 Enbridge Inc. Rights - Deferred Share Carter, Pamela Lynn 4 2020-03-01 30 8,056 124 Units (DSUs) Enbridge Inc. Rights - Deferred Share Carter, Pamela Lynn 4 2020-03-13 56 8,774 718 Units (DSUs) Enbridge Inc. Rights - Deferred Share Carter, Pamela Lynn 4 2020-06-01 30 8,934 160 Units (DSUs) Enbridge Inc. Rights - Deferred Share Carter, Pamela Lynn 4 2020-06-05 56 9,703 769 Units (DSUs) Enbridge Inc. Rights - Deferred Share Coutu, Marcel R. 4 2020-03-01 30 28,595 441 Units (DSUs) Enbridge Inc. Rights - Deferred Share Coutu, Marcel R. 4 2020-03-13 56 30,544 1,949 Units (DSUs) Enbridge Inc. Rights - Deferred Share Coutu, Marcel R. 4 2020-06-01 30 31,103 559 Units (DSUs) Enbridge Inc. Rights - Deferred Share Coutu, Marcel R. 4 2020-06-05 56 33,184 2,081 Units (DSUs) Enbridge Inc. Common Shares Cunningham, Susan 4 2020-03-13 30 50.52 1,336 389 Margaret Enbridge Inc. Common Shares Cunningham, Susan 4 2020-06-05 30 44.11 1,766 430 Margaret Enbridge Inc. Rights - Deferred Share Cunningham, Susan 4 2020-03-01 30 3,281 50 Units (DSUs) Margaret Enbridge Inc. Rights - Deferred Share Cunningham, Susan 4 2020-03-13 56 4,256 975 Units (DSUs) Margaret Enbridge Inc. Rights - Deferred Share Cunningham, Susan 4 2020-06-01 30 4,334 78 Units (DSUs) Margaret Enbridge Inc. Rights - Deferred Share Cunningham, Susan 4 2020-06-05 56 5,410 1,076 Units (DSUs) Margaret Enbridge Inc. Rights - Deferred Share Ebel, Gregory Lorne 4 2020-03-01 30 22,489 347 Units (DSUs) Enbridge Inc. Rights - Deferred Share Ebel, Gregory Lorne 4 2020-03-13 56 24,370 1,881 Units (DSUs) Enbridge Inc. Rights - Deferred Share Ebel, Gregory Lorne 4 2020-06-01 30 24,816 446 Units (DSUs) Enbridge Inc. Rights - Deferred Share Ebel, Gregory Lorne 4 2020-06-05 56 26,824 2,008 Units (DSUs) Enbridge Inc. Common Shares England, James Herbert 4 2020-03-13 30 50.52 31,290 1,378 Enbridge Inc. Common Shares England, James Herbert 4 2020-06-05 30 44.11 32,690 1,400 Enbridge Inc. Rights - Deferred Share England, James Herbert 4 2020-03-01 30 77,530 1,198 Units (DSUs)

August 6, 2020 (2020), 43 OSCB 6308

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Enbridge Inc. Rights - Deferred Share England, James Herbert 4 2020-03-13 56 78,272 742 Units (DSUs) Enbridge Inc. Rights - Deferred Share England, James Herbert 4 2020-06-01 30 79,703 1,431 Units (DSUs) Enbridge Inc. Rights - Deferred Share England, James Herbert 4 2020-06-05 56 80,457 754 Units (DSUs) Enbridge Inc. Rights - Deferred Share Goff, Gregory James 4 2020-03-13 56 524 524 Units (DSUs) Enbridge Inc. Rights - Deferred Share Goff, Gregory James 4 2020-06-01 30 534 10 Units (DSUs) Enbridge Inc. Rights - Deferred Share Goff, Gregory James 4 2020-06-05 56 1,574 1,040 Units (DSUs) Enbridge Inc. Rights - Deferred Share Kempston Darkes, V. 4 2020-03-01 30 45,396 701 Units (DSUs) Maureen Enbridge Inc. Rights - Deferred Share Kempston Darkes, V. 4 2020-03-13 56 47,448 2,052 Units (DSUs) Maureen Enbridge Inc. Rights - Deferred Share Kempston Darkes, V. 4 2020-06-01 30 48,316 868 Units (DSUs) Maureen Enbridge Inc. Rights - Deferred Share Kempston Darkes, V. 4 2020-06-05 56 50,535 2,219 Units (DSUs) Maureen Enbridge Inc. Rights - Deferred Share Madden, Teresa Smith 4 2020-03-01 30 3,281 50 Units (DSUs) Enbridge Inc. Rights - Deferred Share Madden, Teresa Smith 4 2020-03-13 56 4,256 975 Units (DSUs) Enbridge Inc. Rights - Deferred Share Madden, Teresa Smith 4 2020-06-01 30 4,334 78 Units (DSUs) Enbridge Inc. Rights - Deferred Share Madden, Teresa Smith 4 2020-06-05 56 5,433 1,099 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 2020-03-01 30 120,743 1,864 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 2020-03-13 56 122,692 1,949 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 2020-06-01 30 124,936 2,244 Units (DSUs) Enbridge Inc. Rights - Deferred Share Tutcher, Dan Curtis 4 2020-06-05 56 127,017 2,081 Units (DSUs) Enerdynamic Hybrid Warrants Woolford, David 4 2020-07-14 16 5,685,466 -10,000,000 Technologies Corp. Enterprise Group, Inc. Common Shares JAROSZUK, LEONARD 4, 5 2020-07-29 10 0.16 5,837,277 35,000 Equitable Group Inc. Options Options granted Braude, Aviva 7 2020-03-04 50 90.96 9,156 1,285 Equitable Group Inc. Rights Restricted Share Braude, Aviva 7 2020-03-04 56 90.96 978 324 Units Equitable Group Inc. Options Options granted Charron, Timothy Paul 7 2020-03-04 50 90.96 12,910 2,093 Equitable Group Inc. Rights Restricted Share Charron, Timothy Paul 7 2020-03-04 56 90.96 2,006 528 Units Equitable Group Inc. Options Options granted Dickinson, Daniel Lee 7 2020-03-04 50 90.96 20,745 4,443 Equitable Group Inc. Rights Performance Dickinson, Daniel Lee 7 2020-03-04 56 90.96 1,666 561 Share Units Equitable Group Inc. Rights Restricted Share Dickinson, Daniel Lee 7 2020-03-04 56 90.96 1,626 561 Units Equitable Group Inc. Options Options granted Farella, Isabelle 5 2020-03-04 50 90.96 5,819 1,213 Equitable Group Inc. Rights Restricted Share Farella, Isabelle 5 2020-03-04 56 90.96 965 306 Units Equitable Group Inc. Options Options granted Kukulowicz, Kimberly 7 2020-03-04 50 90.96 10,612 2,265 Equitable Group Inc. Rights Performance Kukulowicz, Kimberly 7 2020-03-04 56 90.96 1,011 286 Share Units Equitable Group Inc. Rights Restricted Share Kukulowicz, Kimberly 7 2020-03-04 56 90.96 1,035 286 Units Equitable Group Inc. Options Options granted Leland, Brian 7 2020-03-04 50 90.96 12,463 2,497 Equitable Group Inc. Rights Performance Leland, Brian 7 2020-03-04 56 90.96 1,077 315 Share Units Equitable Group Inc. Rights Restricted Share Leland, Brian 7 2020-03-04 56 90.96 1,038 315 Units Equitable Group Inc. Options Options granted Lorimer, Darren 7 2020-03-04 50 90.96 20,559 2,541 Equitable Group Inc. Rights Performance Lorimer, Darren 7 2020-03-04 56 90.96 1,102 321 Share Units

August 6, 2020 (2020), 43 OSCB 6309

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Equitable Group Inc. Rights Restricted Share Lorimer, Darren 7 2020-03-04 56 90.96 1,102 321 Units Equitable Group Inc. Options Options granted Mignardi, Michael Paul 7, 5 2020-03-04 50 90.96 6,694 1,254 Equitable Group Inc. Rights Restricted Share Mignardi, Michael Paul 7, 5 2020-03-04 56 90.96 1,548 317 Units Equitable Group Inc. Options Options granted Moor, Andrew 5 2020-03-04 50 90.96 249,839 26,051 Equitable Group Inc. Rights Performance Moor, Andrew 5 2020-03-04 56 90.96 25,019 6,576 Share Units Equitable Group Inc. Options Options granted Poddar, Mahima 7 2020-03-04 50 90.96 7,727 2,615 Equitable Group Inc. Rights Performance Poddar, Mahima 7 2020-03-04 56 90.96 672 330 Share Units Equitable Group Inc. Rights Restricted Share Poddar, Mahima 7 2020-03-04 56 90.96 1,037 330 Units Equitable Group Inc. Options Options granted Simoes, Joao Da Costa 5 2020-03-04 50 90.96 10,447 1,089 Equitable Group Inc. Rights Restricted Share Simoes, Joao Da Costa 5 2020-03-04 56 90.96 1,155 275 Units Equitable Group Inc. Options Options granted Sperling, Jody Lynn 5 2020-03-04 50 90.96 18,051 2,214 Equitable Group Inc. Rights Performance Sperling, Jody Lynn 5 2020-03-04 56 90.96 960 274 Share Units Equitable Group Inc. Rights Restricted Share Sperling, Jody Lynn 5 2020-03-04 56 90.96 921 274 Units Equitable Group Inc. Options Options granted Tratch, Ronald Walter 7 2020-03-04 50 90.96 37,509 5,697 Equitable Group Inc. Rights Performance Tratch, Ronald Walter 7 2020-03-04 56 90.96 5,079 1,438 Share Units Equitable Group Inc. Rights Restricted Share Tratch, Ronald Walter 7 2020-03-04 56 90.96 1,385 411 Units Equitable Group Inc. Common Shares Vezina, Andrew 7 2020-07-30 00 Equitable Group Inc. Options Options granted Vezina, Andrew 7 2020-07-30 00 Equitable Group Inc. Rights Performance Vezina, Andrew 7 2020-07-30 00 Share Units Equitable Group Inc. Rights Restricted Share Vezina, Andrew 7 2020-07-30 00 Units Equitable Group Inc. Options Options granted Wilson, Timothy James 5 2020-03-04 50 90.96 52,882 6,701 Equitable Group Inc. Rights Performance Wilson, Timothy James 5 2020-03-04 56 90.96 6,337 1,692 Share Units Equitable Group Inc. Rights Restricted Share Wilson, Timothy James 5 2020-03-04 56 90.96 1,710 483 Units EXMceuticals Inc. Common Shares Amin, Tanek 5 2019-06-01 00 14,800 EXMceuticals Inc. Common Shares Amin, Tanek 5 2020-07-22 11 114,800 100,000 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-22 00 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-22 00 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-22 11 0.2 250,000 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-22 11 0.2 250,000 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-22 00 1,399,100 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-22 11 3,048,200 1,649,100 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-27 36 0.2 6,250,000 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-27 36 0.2 6,250,000 EXMceuticals Inc. Common Shares Cohen, Michael 3 2020-07-28 36 0.2 9,298,200 6,250,000 EXMceuticals Inc. Warrants Cohen, Michael 3 2020-07-22 00 EXMceuticals Inc. Warrants Cohen, Michael 3 2020-07-22 00 EXMceuticals Inc. Warrants Cohen, Michael 3 2020-07-22 00 EXMceuticals Inc. Warrants Cohen, Michael 3 2020-07-22 11 0.3 250,000 EXMceuticals Inc. Warrants Cohen, Michael 3 2020-07-22 11 0.3 250,000 EXMceuticals Inc. Warrants Cohen, Michael 3 2020-07-22 00 1,399,100 EXMceuticals Inc. Common Shares LEMIEUX, JULIE 5 2020-03-01 00 10,000 EXMceuticals Inc. Common Shares LEMIEUX, JULIE 5 2019-10-22 10 1.24 10,000 EXMceuticals Inc. Common Shares LEMIEUX, JULIE 5 2019-10-22 10 1.24 10,000 EXMceuticals Inc. Common Shares LEMIEUX, JULIE 5 2020-03-01 00 312,498 EXMceuticals Inc. Common Shares Summers, Jonathan 5 2020-01-31 99 0.5 2,074,000 1,500,000 EXMceuticals Inc. Common Shares Summers, Jonathan 5 2020-07-24 16 0.2 13,344,855 11,270,855 EXMceuticals Inc. Options Summers, Jonathan 5 2019-06-04 00 EXMceuticals Inc. Options Summers, Jonathan 5 2020-06-30 50 0.4 5,000,000 5,000,000

August 6, 2020 (2020), 43 OSCB 6310

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Falcon Gold Corp. Common Shares Bossio, John 4 2020-07-28 51 0.05 341,000 100,000 Falcon Gold Corp. Common Shares Bossio, John 4 2020-07-28 51 0.05 241,000 -100,000 Falcon Gold Corp. Options Bossio, John 4 2020-01-06 00 Falcon Gold Corp. Options Bossio, John 4 2020-01-06 00 Filo Mining Corp. Common Shares Lorito Holdings S.à.r.l. 3 2020-07-30 16 1.85 11,033,186 3,515,004 Filo Mining Corp. Common Shares Zebra Holdings and 3 2020-07-30 16 1.85 27,741,675 3,515,004 Investments S.à.r.l. Fiorentina Minerals Inc. Common Shares Williams, Allan William 4 2019-07-30 00 Fiorentina Minerals Inc. Common Shares Williams, Allan William 4 2020-07-25 16 0.2 160,000 160,000 Fiorentina Minerals Inc. Common Shares Williams, Allan William 4 2020-07-25 16 0.2 2,297,500 500,000 Fiorentina Minerals Inc. Common Shares Williams, Allan William 4 2020-07-29 10 0.45 2,312,500 15,000 Fiorentina Minerals Inc. Common Shares Williams, Allan William 4 2020-07-29 10 0.4 2,317,500 5,000 Fiorentina Minerals Inc. Common Shares Williams, Allan William 4 2020-07-30 10 0.45 2,318,500 1,000 Fire & Flower Holdings Corp. Options Anderson, Matthew James 5 2020-01-16 50 1.02 510,000 110,000 (formerly Cinaport Acquisition Corp. II) Firm Capital American Trust Units Firm Capital American 1 2020-07-21 38 5.35 686,200 686,200 Realty Partners Trust Realty Partners Trust Firm Capital American Trust Units Firm Capital American 1 2020-07-21 38 5.35 0 -686,200 Realty Partners Trust Realty Partners Trust Firm Capital Property Trust Units BLEDIN, GEOFFREY 4 2020-07-28 10 4.69 416,944 38,900 Firm Capital Property Trust Units Dadouch, Eli 4, 5 2020-07-30 10 5.0396 132,488 5,300 Firm Capital Property Trust Units Firm Capital Property Trust 1 2020-07-21 38 4.23 500,000 500,000 Firm Capital Property Trust Units Firm Capital Property Trust 1 2020-07-21 38 4.23 0 -500,000 Firm Capital Property Trust Units McKee, Robert 4, 5 2020-07-29 10 4.88 86,500 3,000 Firm Capital Property Trust Units WALT, MANFRED 4 2020-07-29 10 4.98 193,311 26,400 First Majestic Silver Corp. Common Shares Kulla, Gregory Kenneth 5 2020-07-27 51 8.18 2,500 2,500 First Majestic Silver Corp. Common Shares Kulla, Gregory Kenneth 5 2020-07-27 10 18.97 0 -2,500 First Majestic Silver Corp. Options Kulla, Gregory Kenneth 5 2020-07-27 51 8.18 157,500 -2,500 First Majestic Silver Corp. Common Shares Lillico, Connie 5 2020-07-27 51 4.8 116,500 5,000 First Majestic Silver Corp. Common Shares Lillico, Connie 5 2020-07-27 10 19.05 111,500 -5,000 First Majestic Silver Corp. Options Lillico, Connie 5 2020-07-27 51 4.8 390,000 -5,000 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 2020-07-22 10 17.5 10,127 -20,000 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 2020-07-27 51 9.01 19,099 8,972 First Majestic Silver Corp. Common Shares McCallum, Robert A. 4 2020-07-27 51 8.18 32,000 12,901 First Majestic Silver Corp. Options McCallum, Robert A. 4 2020-07-27 51 9.01 93,062 -8,972 First Majestic Silver Corp. Options McCallum, Robert A. 4 2020-07-27 51 8.18 80,161 -12,901 First Majestic Silver Corp. Common Shares Mendoza Reyes, Ramon 5 2020-07-27 51 8.18 26,500 25,000 First Majestic Silver Corp. Common Shares Mendoza Reyes, Ramon 5 2020-07-27 51 9.01 56,500 30,000 First Majestic Silver Corp. Common Shares Mendoza Reyes, Ramon 5 2020-07-27 10 18.97 1,500 -55,000 First Majestic Silver Corp. Options Mendoza Reyes, Ramon 5 2020-07-27 51 8.18 212,500 -25,000 First Majestic Silver Corp. Options Mendoza Reyes, Ramon 5 2020-07-27 51 9.01 182,500 -30,000 First Quantum Minerals Ltd Performance Share Units Buck, Wyatt McKinlay 5 2020-07-28 56 38,640 14,195 First Quantum Minerals Ltd Restricted Share Units Buck, Wyatt McKinlay 5 2018-03-13 00 First Quantum Minerals Ltd Restricted Share Units Buck, Wyatt McKinlay 5 2020-07-28 56 7,313 7,313 First Quantum Minerals Ltd Performance Share Units Meyer, Hannes 5 2020-07-28 56 96,687 45,939 First Quantum Minerals Ltd Restricted Share Units Meyer, Hannes 5 2020-07-28 56 23,665 23,665 First Quantum Minerals Ltd Performance Share Units Newall, G. Clive 4, 5 2020-07-28 56 70,826 30,388 First Quantum Minerals Ltd Restricted Share Units Newall, G. Clive 4, 5 2020-07-28 56 15,655 15,655 First Quantum Minerals Ltd Performance Share Units Pascall, Philip K.R. 4, 5 2020-07-28 56 425,430 172,662 First Quantum Minerals Ltd Restricted Share Units Pascall, Philip K.R. 4, 5 2020-07-28 56 86,331 86,331 First Quantum Minerals Ltd Performance Share Units Wozniak, Zenon 5 2020-07-28 56 84,893 37,098 First Quantum Minerals Ltd Restricted Share Units Wozniak, Zenon 5 2020-07-28 56 19,111 19,111 FIRSTSERVICE Common Shares Cooke, Douglas G. 5 2020-07-27 10 155 171,524 -5,000 CORPORATION FIRSTSERVICE Common Shares Cooke, Douglas G. 5 2020-07-27 10 157 170,724 -800 CORPORATION FIRSTSERVICE Common Shares Cooke, Douglas G. 5 2020-07-28 10 158.6 166,524 -4,200 CORPORATION Freeform Capital Partners Common Shares Smith, Kevin 5 2020-01-03 00 Inc.

August 6, 2020 (2020), 43 OSCB 6311

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Freeform Capital Partners Common Shares Smith, Kevin 5 2020-01-03 00 Inc. Freeform Capital Partners Common Shares Smith, Kevin 5 2020-01-03 00 800,000 Inc. Freeform Capital Partners Common Shares Smith, Kevin 5 2020-07-23 16 0.1 1,050,000 250,000 Inc. Freeform Capital Partners Options Smith, Kevin 5 2020-01-03 00 Inc. Freeform Capital Partners Options Smith, Kevin 5 2020-01-03 00 Inc. Freeform Capital Partners Options Smith, Kevin 5 2020-01-03 00 90,910 Inc. Freegold Ventures Limited Subscription Rights 2176423 Ontario Ltd. 3 2020-07-29 16 1.1 40,032,226 18,181,900 Freegold Ventures Limited Subscription Rights Sprott, Eric S. 3 2020-07-29 16 1.1 40,032,226 18,181,900 Freehold Royalties Ltd. PSU Farstad, Lisa 5 2020-03-01 00 Freehold Royalties Ltd. PSU Farstad, Lisa 5 2020-03-01 00 5,310 Freehold Royalties Ltd. RSU Farstad, Lisa 5 2020-03-01 00 Freehold Royalties Ltd. RSU Farstad, Lisa 5 2020-03-01 00 4,216 Freeman Gold Corp. Common Shares Marcotte, Simon 4 2020-07-28 10 0.58 1,605,000 5,000 (formerly, Lodge Resources Inc.) Freeman Gold Corp. Common Shares Randall, William 5 2020-07-29 10 0.56 2,450,000 50,000 (formerly, Lodge Resources Inc.) FRONTIER LITHIUM INC. Common Shares Walker, Reginald Frank 3, 4 2020-07-24 10 0.2 13,425,215 1,400,000 FRONTIER LITHIUM INC. Warrants Walker, Reginald Frank 3, 4 2020-07-24 53 0.27 984,091 700,000 FSD Pharma Inc. Subordinate Voting Goldberg, Gerald 4 2020-07-29 16 4.23 23,623 Shares Class B FSD Pharma Inc. Subordinate Voting Goldberg, Gerald 4 2020-07-29 16 4.23 23,623 Shares Class B Gallagher Security Corp. Common Shares Randhawa, Devinder 4 2020-07-29 10 0.04 692,912 21,000 Gallagher Security Corp. Common Shares Randhawa, Devinder 4 2020-07-29 10 0.05 693,912 1,000 Generation Mining Limited Common Shares Anwyll, Edward William 5 2020-07-24 10 0.4858 685,000 360,000 Drew Genesis Acquisition Corp. Common Shares McDougall, Jason Wayne 3, 4 2020-07-27 10 0.15 260,000 1,000 Genesis Metals Corp Common Shares Scott, Robert James 4 2019-12-20 16 0.225 167,000 65,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Scott, Robert James 4 2019-12-20 16 0.225 65,000 (formerly Entourage Metals Ltd.) GHP Noetic Science- Common Shares Barbeau, Paul 4 2020-07-30 00 50,000 Psychedelic Pharma Inc. GHP Noetic Science- Common Shares Jolley, Andrew 4 2020-07-30 00 337,200 Psychedelic Pharma Inc. Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-24 10 0.84 655,384 100 Common & Variable Voting Shares Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-27 10 0.81 655,484 100 Common & Variable Voting Shares Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-28 10 0.7919 655,784 300 Common & Variable Voting Shares Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-29 10 0.7675 656,784 1,000 Common & Variable Voting Shares Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-30 10 0.7114 657,784 1,000 Common & Variable Voting Shares Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-30 10 0.7074 658,284 500 Common & Variable Voting Shares Global Crossing Airlines Inc. Common Shares Goepel, Ryan 4, 5 2020-07-31 10 0.6768 659,284 1,000 Common & Variable Voting Shares

August 6, 2020 (2020), 43 OSCB 6312

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Global Dividend Growers Trust Units Global Dividend Growers 1 2020-07-30 38 12.18 5,388,105 1,700 Income Fund Income Fund Global Innovation Dividend Trust Units Global Innovation Dividend 1 2020-07-24 38 12.4 1,167,500 300 Fund Fund Global Innovation Dividend Trust Units Global Innovation Dividend 1 2020-07-30 38 12.405 1,169,000 1,500 Fund Fund Global Real Estate & E- Trust Units Global Real Estate & E- 1 2020-07-24 38 13 606,000 700 Commerce Dividend Fund Commerce Dividend Fund Global Real Estate & E- Trust Units Global Real Estate & E- 1 2020-07-27 38 13 606,600 600 Commerce Dividend Fund Commerce Dividend Fund Global Real Estate & E- Trust Units Global Real Estate & E- 1 2020-07-28 38 12.994 609,800 3,200 Commerce Dividend Fund Commerce Dividend Fund Global Real Estate & E- Trust Units Global Real Estate & E- 1 2020-07-29 38 13.127 610,900 1,100 Commerce Dividend Fund Commerce Dividend Fund Global Real Estate & E- Trust Units Global Real Estate & E- 1 2020-07-30 38 13.047 615,100 4,200 Commerce Dividend Fund Commerce Dividend Fund Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-29 10 0.57 3,727,662 23,000 Inc. Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-29 10 0.56 3,729,662 2,000 Inc. Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-30 10 0.55 3,739,662 10,000 Inc. Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-30 10 0.57 10,000 Inc. Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-30 10 0.57 3,746,162 6,500 Inc. Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-30 10 0.56 3,749,662 3,500 Inc. Globex Mining Enterprises Common Shares STOCH, JACK 4, 5 2020-07-31 10 0.54 3,750,162 500 Inc. Glorious Creation Limited Common Shares Corcoran, Liam Lake 5 2020-07-27 00 250,000 Glorious Creation Limited Common Shares Corcoran, Liam Lake 5 2020-07-27 00 Gold Lion Resources Inc. Common Shares Dente, Daniel 4 2020-07-28 10 0.5 0 -50,000 Gold Plus Mining Inc. Common Shares Anderson, Keith 5 2020-07-27 10 0.165 257,740 -20,000 Gold Plus Mining Inc. Common Shares Anderson, Keith 5 2020-07-27 10 0.17 207,740 -50,000 Gold Standard Ventures Common Shares Awde, Jonathan Charles 4, 6, 5 2020-07-31 10 1.07 1,607,055 75,000 Corp. Timothy Goldgroup Mining Inc. Options Balic, Anthony Bob 5 2020-07-27 50 2,775,000 2,000,000 Goldgroup Mining Inc. Options Montano, Javier 4 2020-07-27 50 675,000 100,000 Goldgroup Mining Inc. Options Reyes, Javier 4 2020-07-27 50 3,650,000 2,000,000 Goldgroup Mining Inc. Options Silbernagel, Corry Jonathan 4 2020-07-27 50 3,100,000 2,000,000 Goodfood Market Corp. Common Shares 10259136 Canada Inc. 3 2020-07-27 97 6.9 8,300,000 -1,700,000 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares 10259209 Canada Inc. 3 2020-07-27 97 6.9 8,300,000 -1,700,000 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares Cuggy, Neil 3, 4, 6, 5 2020-07-27 97 6.9 8,300,000 -1,700,000 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares Cuggy, Neil 3, 4, 6, 5 2017-06-01 00 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares Cuggy, Neil 3, 4, 6, 5 2020-07-27 97 6.9 1,700,000 1,700,000 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares Ferrari, Jonathan 3, 4, 6, 5 2020-07-27 97 6.9 8,300,000 -1,700,000 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares Ferrari, Jonathan 3, 4, 6, 5 2017-06-01 00 (formerly Mira VII Acquisition Corp.) Goodfood Market Corp. Common Shares Ferrari, Jonathan 3, 4, 6, 5 2020-07-27 97 6.9 1,700,000 1,700,000 (formerly Mira VII Acquisition Corp.) Gran Colombia Gold Corp. Common Shares 2176423 Ontario Ltd. 3 2020-07-29 10 7.0838 5,582,299 -200,000

August 6, 2020 (2020), 43 OSCB 6313

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Gran Colombia Gold Corp. 2024 Gold-Linked Notes De La Campa, Miguel 4, 5 2020-07-31 38 1 $408,066 -$30,675 Angel Gran Colombia Gold Corp. 2024 Gold-Linked Notes Iacono, Serafino 4, 5 2020-07-31 38 1 $3,703,560 -$278,400 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 10 6.8304 -14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 10 6.8304 -14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 10 6.8304 -14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 10 6.8304 -14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 10 6.8304 -14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 14,300 14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-23 10 6.8304 0 -14,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-24 51 4.05 32,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-24 51 4.05 32,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-24 10 6.8204 -32,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-24 10 6.8204 -32,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-24 51 4.05 32,300 32,300 Gran Colombia Gold Corp. Common Shares Paredes Arenas, Lombardo 5 2020-07-24 10 6.8204 0 -32,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 14,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 14,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 -14,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 -14,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-23 51 4.05 32,300 -14,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-24 51 4.05 -32,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-24 51 4.05 -32,300 Gran Colombia Gold Corp. Options Paredes Arenas, Lombardo 5 2020-07-24 51 4.05 0 -32,300 Gran Colombia Gold Corp. 2024 Gold-Linked Notes Perez, Jaime 4 2020-07-31 38 1 $61,150 -$4,597 Gran Colombia Gold Corp. Common Shares Sprott, Eric S. 3 2020-07-29 10 7.0832 5,582,299 -200,000 Graphite Energy Corp. Common Shares Corsurex Resource Corp. 3 2020-07-23 10 0.35 4,651,500 -348,500 Graphite Energy Corp. Common Shares Corsurex Resource Corp. 3 2020-07-23 10 0.375 4,650,000 -1,500 Gratomic Inc. (formerly CKR Options Brand, Arno 4 2020-07-23 46 0.15 700,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Brand, Arno 4 2020-07-23 46 0.15 700,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Brand, Arno 4 2020-07-23 50 0.15 1,450,000 700,000 Carbon Corporation) Gratomic Inc. (formerly CKR Common Shares Farhate, Armando 4, 5 2020-07-14 00 Carbon Corporation) Gratomic Inc. (formerly CKR Common Shares Farhate, Armando 4, 5 2020-07-14 00 Carbon Corporation) Gratomic Inc. (formerly CKR Common Shares Farhate, Armando 4, 5 2020-07-23 00 Carbon Corporation) Gratomic Inc. (formerly CKR Options Farhate, Armando 4, 5 2020-07-14 00 Carbon Corporation) Gratomic Inc. (formerly CKR Options Farhate, Armando 4, 5 2020-07-14 00 Carbon Corporation) Gratomic Inc. (formerly CKR Options Farhate, Armando 4, 5 2020-07-14 00 Carbon Corporation) Gratomic Inc. (formerly CKR Options Farhate, Armando 4, 5 2020-07-23 50 0.15 500,000 500,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Johnstone, William Roy 5 2020-07-23 46 0.15 400,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Johnstone, William Roy 5 2020-07-23 46 0.15 400,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Johnstone, William Roy 5 2020-07-23 50 0.15 555,000 400,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Luke, Walter 4 2020-03-13 00 Carbon Corporation) Gratomic Inc. (formerly CKR Options Luke, Walter 4 2020-07-23 50 0.15 700,000 700,000 Carbon Corporation) Gratomic Inc. (formerly CKR Options Roden, Rodger 5 2020-07-23 50 0.15 650,000 400,000 Carbon Corporation)

August 6, 2020 (2020), 43 OSCB 6314

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Great Canadian Gaming Units Restricted Shares Singh, Sukvinder 5 2020-07-24 59 26.41 3,000 -1,500 Corporation Green River Gold Corp. Common Shares Little, Pearson John 4, 5 2017-05-17 00 Green River Gold Corp. Common Shares Little, Pearson John 4, 5 2020-07-23 16 0.06 1,000,000 1,000,000 GreenBank Capital Inc. Options Lonsdale, David Martin 4 2020-02-04 50 0.3 730,000 330,000 GreenBank Capital Inc. Options Singh, Gaurav 4 2020-02-04 50 495,000 330,000 GreenBank Capital Inc. Options Wettreich, Alexander 4 2018-09-15 00 GreenBank Capital Inc. Options Wettreich, Alexander 4 2020-02-04 50 0.3 330,000 330,000 GreenStar Biosciences Common Shares Baird, Thomas Willison 4, 5 2020-02-19 00 Corp. GreenStar Biosciences Common Shares Baird, Thomas Willison 4, 5 2020-02-24 50 0.06 500,000 500,000 Corp. GreenStar Biosciences Common Shares Baird, Thomas Willison 4, 5 2020-07-20 36 0.05 900,000 400,000 Corp. GreenStar Biosciences Options Baird, Thomas Willison 4, 5 2020-07-20 11 0.05 400,000 Corp. GreenStar Biosciences Options Baird, Thomas Willison 4, 5 2020-07-20 11 0.05 400,000 Corp. GreenStar Biosciences Common Shares Dariani, Maghsoud 5 2020-07-27 00 5,002,172 Corp. GreenStar Biosciences Common Shares Gilbert, Jonathan 4 2020-07-27 00 12,192,792 Corp. Group Eleven Resources Common Shares Gentile, Michael 3 2020-07-30 00 265,333 Corp. Group Eleven Resources Common Shares Gentile, Michael 3 2020-07-30 16 0.06 10,265,333 10,000,000 Corp. Group Eleven Resources Warrants Gentile, Michael 3 2020-07-30 00 Corp. Group Eleven Resources Warrants Gentile, Michael 3 2020-07-30 16 5,000,000 5,000,000 Corp. Group Eleven Resources Common Shares Glencore Canada 3 2020-07-30 11 0.06 30,225,900 6,825,900 Corp. Corporation Group Eleven Resources Warrants Glencore Canada 3 2020-07-30 11 15,112,950 3,412,950 Corp. Corporation Grown Rogue International Common Shares August, Adam Michael 7 2020-07-20 10 0.0975 1,292,743 7,100 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-20 10 0.0938 1,293,243 500 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-21 10 0.0975 1,298,697 5,454 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-24 10 0.0975 1,299,136 439 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-24 10 0.095 1,313,636 14,500 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-24 10 0.095 1,319,136 5,500 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-24 10 0.0951 1,319,636 500 Inc. Barnard Grown Rogue International Common Shares August, Adam Michael 7 2020-07-24 10 0.095 1,344,136 24,500 Inc. Barnard Grown Rogue International Common Shares Strickler, J. Obie 3, 4, 5 2020-07-27 10 0.13 29,140,266 20,000 Inc. Grown Rogue International Common Shares Strickler, J. Obie 3, 4, 5 2020-07-31 10 0.13 29,150,266 10,000 Inc. H&R Real Estate Investment Restricted Share Units Kundell, Blair 5 2020-07-17 00 6,029 Trust Hammond Manufacturing Common Shares Hammond, Robert F 3, 4, 5 2020-07-29 10 1.65 349,219 5,000 Company Limited Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 2020-07-27 10 0.1125 50,000 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 2020-07-27 10 0.1125 50,000 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 2020-07-27 10 0.1125 593,867 50,000 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 2020-07-28 10 0.11 603,867 10,000 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 2020-07-30 10 0.105 613,867 10,000 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 2020-07-31 10 0.105 623,867 10,000

August 6, 2020 (2020), 43 OSCB 6315

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed HealthSpace Data Systems Options Elsdon, Sheryl 5 2020-07-28 50 0.1 300,000 75,000 Ltd. HealthSpace Data Systems Options Restricted Share Garrison, Silas 4 2020-07-28 97 3,300,000 1,000,000 Ltd. Unit HealthSpace Data Systems Options Restricted Share Hakimzadeh, Ali 3, 4 2015-11-05 00 Ltd. Unit HealthSpace Data Systems Options Restricted Share Hakimzadeh, Ali 3, 4 2020-07-28 97 500,000 500,000 Ltd. Unit HealthSpace Data Systems Options Restricted Share Hakimzadeh, Ali 3, 4 2020-07-28 97 1,550,000 300,000 Ltd. Unit HealthSpace Data Systems Options Kropivnitski, Zula 5 2020-07-28 50 475,000 100,000 Ltd. HealthSpace Data Systems Options Mohan, Alnesh 4 2020-07-28 50 0.1 550,000 75,000 Ltd. HealthSpace Data Systems Options Redcliffe, Mark 4 2020-07-28 50 500,000 75,000 Ltd. HealthSpace Data Systems Options Restricted Share Willmott, Joseph Douglas 4, 5 2020-07-28 97 650,000 200,000 Ltd. Unit Hemlo Explorers Inc. Common Shares Howlett, Brian 4, 5 2020-07-27 10 0.95 68,500 3,500 (Formerly, Canadian Orebodies Inc.) HEXO Corp. Common Shares Miron, Adam 4, 5 2020-07-27 10 0.9513 2,250,000 -530,000 Hillcrest Petroleum Ltd. Options Currie, Donald James 4, 5 2020-07-29 50 0.05 1,300,000 1,300,000 Hillcrest Petroleum Ltd. Common Shares Krzus, Michael 4 2017-01-20 16 0.05 1,000,000 Hillcrest Petroleum Ltd. Common Shares Krzus, Michael 4 2017-01-20 16 0.05 5,000,000 2,000,000 Hillcrest Petroleum Ltd. Common Shares Krzus, Michael 4 2020-07-28 11 0.05 3,570,000 450,000 Hillcrest Petroleum Ltd. Options Krzus, Michael 4 2020-07-24 50 0.05 1,750,000 1,300,000 Hillcrest Petroleum Ltd. Options Krzus, Michael 4 2020-07-28 51 0.05 2,200,000 450,000 Hillcrest Petroleum Ltd. Options Lambert, Robert A. 4 2020-07-24 50 0.05 1,100,000 800,000 Hillcrest Petroleum Ltd. Common Shares Miller, Dale 5 2018-06-13 50 0.05 350,000 Hillcrest Petroleum Ltd. Common Shares Miller, Dale 5 2018-06-13 50 0.05 350,000 Hillcrest Petroleum Ltd. Common Shares Miller, Dale 5 2020-07-24 50 0.05 350,000 Hillcrest Petroleum Ltd. Common Shares Miller, Dale 5 2020-07-24 50 0.05 350,000 Hillcrest Petroleum Ltd. Common Shares Miller, Dale 5 2020-07-28 51 0.05 1,950,000 350,000 Hillcrest Petroleum Ltd. Options Miller, Dale 5 2018-06-13 00 Hillcrest Petroleum Ltd. Options Miller, Dale 5 2018-06-13 50 0.05 350,000 350,000 Hillcrest Petroleum Ltd. Options Miller, Dale 5 2020-07-24 50 0.05 700,000 350,000 Hillcrest Petroleum Ltd. Options Miller, Dale 5 2020-07-28 51 0.05 350,000 Hillcrest Petroleum Ltd. Options Miller, Dale 5 2020-07-28 51 0.05 350,000 Hillcrest Petroleum Ltd. Options Miller, Dale 5 2020-07-28 51 0.05 350,000 -350,000 Hillcrest Petroleum Ltd. Options Milne, Thomas George 4 2020-07-24 50 1,400,000 1,050,000 Hillcrest Petroleum Ltd. Options Triplett, Aaron 5 2020-01-01 00 Hillcrest Petroleum Ltd. Options Triplett, Aaron 5 2020-07-08 50 0.05 600,000 Hillcrest Petroleum Ltd. Options Triplett, Aaron 5 2020-07-24 50 0.05 600,000 600,000 Holy Crap Brands Inc. Common Shares Ivany, Derek, Lloyd, Harry 3, 4, 5 2020-07-24 37 333,333 -666,667 Holy Crap Brands Inc. Common Shares Ivany, Derek, Lloyd, Harry 3, 4, 5 2020-07-24 37 833,333 -1,666,667 Holy Crap Brands Inc. Common Shares McGrath, Sean 5 2020-07-24 37 10,505 -21,011 Holy Crap Brands Inc. Common Shares Urata, Jan 5 2020-07-24 37 16,667 -33,333 Igen Networks Corp. Common Shares Chan, Neil 4 2020-07-31 10 0.0074 26,826,911 200,000 Imagin Medical Inc. Common Shares Hutchens, Edward J 4 2020-07-30 10 0.025 8,306,250 200,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-22 10 0.24 500,000 -250,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-23 10 0.2385 0 -500,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-27 51 0.05 1,000,000 1,000,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-27 51 0.2264 0 -1,000,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-28 51 0.05 1,000,000 1,000,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-28 51 0.06 1,500,000 500,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-28 51 0.2097 450,000 -1,050,000 ImagineAR Inc. Common Shares Inwentash, Sheldon 4, 6 2020-07-29 51 0.1742 0 -450,000 ImagineAR Inc. Options Inwentash, Sheldon 4, 6 2020-07-27 51 0.05 2,500,000 -1,000,000 ImagineAR Inc. Options Inwentash, Sheldon 4, 6 2020-07-28 51 0.05 1,500,000 -1,000,000 ImagineAR Inc. Options Inwentash, Sheldon 4, 6 2020-07-28 51 0.06 1,000,000 -500,000

August 6, 2020 (2020), 43 OSCB 6316

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed IMC International Mining Common Shares Hawkins, Thomas Gregory 4 2020-07-22 16 0.3 2,187,702 100,000 Corp. IMC International Mining Warrants Hawkins, Thomas Gregory 4 2020-03-31 00 Corp. IMC International Mining Warrants Hawkins, Thomas Gregory 4 2020-07-22 16 50,000 50,000 Corp. IMC International Mining Common Shares Patel, Samir Devendra 4 2020-06-18 00 Corp. IMC International Mining Options Patel, Samir Devendra 4 2020-06-18 00 Corp. IMC International Mining Options Patel, Samir Devendra 4 2020-07-03 50 0.3 600,000 600,000 Corp. IMC International Mining Warrants Patel, Samir Devendra 4 2020-06-18 00 Corp. IMV Inc. Common Shares Hall, James Willis 4 2020-07-17 10 6.483 0 -77,475 Inovalis Real Estate Units Inovalis Real Estate 1 2020-07-27 38 7.8673 83,000 4,000 Investment Trust Investment Trust Inovalis Real Estate Units Inovalis Real Estate 1 2020-07-28 38 7.84 85,000 2,000 Investment Trust Investment Trust Inovalis Real Estate Units Inovalis Real Estate 1 2020-07-29 38 7.97 86,700 1,700 Investment Trust Investment Trust Inovalis Real Estate Units Inovalis Real Estate 1 2020-07-30 38 7.9077 95,500 8,800 Investment Trust Investment Trust Inovalis Real Estate Units Inovalis Real Estate 1 2020-07-31 38 7.8876 98,000 2,500 Investment Trust Investment Trust Input Capital Corp. Common Shares Input Capital Corp. 1 2020-07-08 38 0.79 21,004 5,000 Input Capital Corp. Common Shares Input Capital Corp. 1 2020-07-13 38 0.7857 28,004 7,000 Input Capital Corp. Common Shares Input Capital Corp. 1 2020-07-14 38 0.7891 55,504 27,500 Input Capital Corp. Common Shares Input Capital Corp. 1 2020-07-20 38 0.78 58,004 2,500 Input Capital Corp. Common Shares Input Capital Corp. 1 2020-07-31 38 0 -58,004 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-04-25 52 2,500 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-04-25 52 -2,500 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-04-25 52 -2,500 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-04-25 52 5,000 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-04-25 52 -5,000 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-04-25 52 -5,000 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-12-21 50 2.25 2,500 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-12-21 50 2.25 2,500 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-12-21 50 2.25 5,000 INSCAPE Corporation Options BULL, BARTLEY 3, 4 2011-12-21 50 2.25 5,000 Integra Resources Corp. Options Stock Option Arnold, Timothy Daniel 5 2020-07-09 37 189,600 -284,400 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares Awram, David 4 2020-07-09 37 115,530 -173,294 (formerly, Mag Copper Limited) Integra Resources Corp. Options Stock Option Awram, David 4 2020-07-09 37 455,000 -120,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Options Stock Option Awram, David 4 2020-07-09 37 380,000 -75,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Options Stock Option Awram, David 4 2020-07-09 37 230,000 -150,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares Baker, Edward Max 5 2020-07-09 37 100,000 -150,000 (formerly, Mag Copper Limited) Integra Resources Corp. Options Stock Option Baker, Edward Max 5 2020-07-09 37 441,600 -662,400 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares De Jong, Stephen Edward 4, 5 2020-07-09 37 985,981 -1,478,971 (formerly, Mag Copper Limited)

August 6, 2020 (2020), 43 OSCB 6317

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Integra Resources Corp. Options Stock Option De Jong, Stephen Edward 4, 5 2020-07-09 37 396,000 -594,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares Jauristo, Timo 4, 5 2020-07-09 37 70,000 -105,000 (formerly, Mag Copper Limited) Integra Resources Corp. Options Stock Option Jauristo, Timo 4, 5 2020-07-09 37 230,000 -345,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares Ladd-Kruger, Anna 4 2020-07-09 37 12,000 -18,000 (formerly, Mag Copper Limited) Integra Resources Corp. Options Stock Option Ladd-Kruger, Anna 4 2020-07-09 37 180,000 -270,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Options Stock Option Otter, Clement Leroy Butch 4 2020-07-09 37 180,000 -270,000 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares Salamis, George 4, 5 2020-07-09 37 190,000 -285,000 (formerly, Mag Copper Limited) Integra Resources Corp. Common Shares Salamis, George 4, 5 2020-07-09 37 1,283,787 -1,925,681 (formerly, Mag Copper Limited) Integra Resources Corp. Options Stock Option Salamis, George 4, 5 2020-07-09 37 864,800 -1,297,200 (formerly, Mag Copper Plan Limited) Integra Resources Corp. Common Shares St-Germain, Andree 5 2020-07-09 37 21,720 -32,580 (formerly, Mag Copper Limited) Integra Resources Corp. Common Shares St-Germain, Andree 5 2020-07-09 37 320,066 -480,099 (formerly, Mag Copper Limited) Integra Resources Corp. Options Stock Option St-Germain, Andree 5 2020-07-09 37 441,600 -662,400 (formerly, Mag Copper Plan Limited) Inventus Mining Corp. Common Shares Spears, Stephan Michael 6 2020-07-27 10 0.165 1,120,030 40,000 Seydegart IOU Financial Inc. Options Gloer, Robert Louis 7 2020-07-27 50 1,890,000 340,000 IOU Financial Inc. Options Kennedy, David John 5 2020-07-28 50 1,090,000 340,000 Huntly IOU Financial Inc. Options Marleau, Philippe 4, 6, 5 2019-04-24 52 1,890,000 -600,000 IOU Financial Inc. Options Marleau, Philippe 4, 6, 5 2020-07-28 50 2,375,000 485,000 IOU Financial Inc. Options Pommen, Wayne Longmire 4 2020-07-28 50 220,000 55,000 IOU Financial Inc. Options Price, Evan 4 2020-07-28 50 515,000 95,000 IOU Financial Inc. Options Roy, Yves 4 2020-07-28 50 220,000 55,000 IOU Financial Inc. Options Timberlake, Lucas 4, 6 2016-01-02 00 IOU Financial Inc. Options Timberlake, Lucas 4, 6 2016-01-02 00 IOU Financial Inc. Options Timberlake, Lucas 4, 6 2020-07-27 50 55,000 55,000 Jaguar Mining Inc. Common Shares Getz, Robert Hinman 4 2020-01-01 10 524,000 226,000 K2 Gold Corporation Common Shares Swatton, Stephen P. 4, 5 2020-07-28 10 0.52 2,248,500 20,000 Kinaxis Inc. Common Shares Liu, Kerry 5 2020-07-30 00 Kinaxis Inc. Options Liu, Kerry 5 2020-07-30 00 Kinaxis Inc. Rights Restricted Share Liu, Kerry 5 2020-07-30 00 Units Leucrotta Exploration Inc. Common Shares Disbrow, Robert 3 2020-07-24 10 0.44 12,488,669 7,168 Leucrotta Exploration Inc. Common Shares Disbrow, Robert 3 2020-07-27 10 0.44 12,498,168 9,499 Leucrotta Exploration Inc. Common Shares Disbrow, Robert 3 2020-07-28 10 0.44 12,508,501 10,333 Leucrotta Exploration Inc. Common Shares Disbrow, Robert 3 2020-07-29 10 0.4484 12,514,834 6,333 Leucrotta Exploration Inc. Common Shares Disbrow, Robert 3 2020-07-30 10 0.44 12,523,834 9,000 Leviathan Natural Products Options (Incentive Stock Doane, Martin Jeffrey 3, 4, 5 2020-07-27 38 -609,360 Inc. (formerly, Leviathan Options) Cannabis Group Inc.) Leviathan Natural Products Options (Incentive Stock Doane, Martin Jeffrey 3, 4, 5 2020-07-27 38 -609,360 Inc. (formerly, Leviathan Options) Cannabis Group Inc.)

August 6, 2020 (2020), 43 OSCB 6318

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Leviathan Natural Products Options (Incentive Stock Doane, Martin Jeffrey 4, 5 2020-07-27 38 2,450,000 -609,360 Inc. (formerly, Leviathan Options) Cannabis Group Inc.) Lexagene Holdings Inc. Options Regan, John 3, 8, 4, 6, 2017-03-13 16 0.6 30,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) Lexagene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2017-03-13 16 0.6 30,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) Lexagene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2017-03-13 16 0.6 30,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Common Shares Regan, John 3, 8, 4, 6, 2020-03-13 54 0.6 5,666,089 30,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Common Shares Regan, John 3, 8, 4, 6, 2020-07-27 51 0.36 6,166,089 500,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Options Regan, John 3, 8, 4, 6, 2020-07-27 51 0.36 500,000 -500,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2017-03-13 15 0.6 40,308 30,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2019-03-29 11 0.65 10,308 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2019-03-29 11 0.65 10,308 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2020-03-13 54 0.6 73,289 -30,000 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2020-07-28 55 10,308 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Warrants Regan, John 3, 8, 4, 6, 2020-07-28 55 62,981 -10,308 (formerly, Wolfeye Resource 7, 1, 5, 2 Corp.) LexaGene Holdings Inc. Options Slezak, Thomas Richard 4 2020-07-27 52 0.33 70,000 -350,000 (formerly, Wolfeye Resource Corp.) Lexaria Bioscience Corp. Common Shares McKechnie, William Edward 4 2020-07-23 51 0.173 395,738 110,000 Lexaria Bioscience Corp. Options McKechnie, William Edward 4 2020-07-23 51 0.173 150,000 -110,000 Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-05-28 10 0.015 14,758,833 -108,000 Opportunity Corp.) Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-05-28 10 0.015 14,748,833 -10,000 Opportunity Corp.) Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-06-03 10 0.015 14,498,833 -250,000 Opportunity Corp.) Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-06-10 10 0.015 14,498,333 -500 Opportunity Corp.) Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-06-10 10 0.015 14,483,333 -15,000 Opportunity Corp.) Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-06-10 10 0.015 14,435,333 -48,000 Opportunity Corp.) Lift & Co. Corp. (formerly MJ Common Shares Sookochoff, Tyler 3 2020-06-10 10 0.015 14,200,333 -235,000 Opportunity Corp.) Lightspeed POS Inc. Subordinate Voting Cloete, Nicholas 5 2020-07-24 22 32.89 200,579 136,326 Shares Lingo Media Corporation Common Shares Gali, Bar-Ziv 5 2020-07-31 10 0.055 324,864 84,000 Lite Access Technologies Common Shares Nanson, Daniel 4 2019-07-22 00 Inc. Lite Access Technologies Common Shares Nanson, Daniel 4 2020-07-28 51 0.3 200,000 200,000 Inc. Lite Access Technologies Common Shares Nanson, Daniel 4 2020-07-28 10 0.8099 0 -200,000 Inc. Lite Access Technologies Options Nanson, Daniel 4 2020-07-28 51 50,000 -200,000 Inc.

August 6, 2020 (2020), 43 OSCB 6319

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Loblaw Companies Limited Common Shares Senecal, Garry 5 2020-07-24 51 53.4 5,914 3,258 Loblaw Companies Limited Common Shares Senecal, Garry 5 2020-07-24 10 69.238 2,656 -3,258 Loblaw Companies Limited Options Senecal, Garry 5 2020-07-24 51 53.4 132,969 -3,258 Loblaw Companies Limited Options Stueckmann, Uwe 5 2020-07-22 00 76,467 Loblaw Companies Limited Options Stueckmann, Uwe 5 2020-07-30 50 85,380 8,913 Loblaw Companies Limited Performance Share Units Stueckmann, Uwe 5 2020-07-22 00 5,549 Loblaw Companies Limited Performance Share Units Stueckmann, Uwe 5 2020-07-30 56 6,807 1,258 Loblaw Companies Limited Restricted Share Units Stueckmann, Uwe 5 2020-07-22 00 5,549 Loblaw Companies Limited Restricted Share Units Stueckmann, Uwe 5 2020-07-30 56 6,807 1,258 Loblaw Companies Limited Rights - Deferred Share Stueckmann, Uwe 5 2020-07-22 00 4,201 Units Loblaw Companies Limited Rights - Deferred Share Stueckmann, Uwe 5 2020-07-30 00 Units Lumina Gold Corp. Common Shares Benalcazar Rojas, Diego 5 2020-07-23 51 0.28 1,405,645 90,000 Manuel Lumina Gold Corp. Options Benalcazar Rojas, Diego 5 2020-07-23 51 0.28 900,000 -90,000 Manuel Lumina Gold Corp. Common Shares Braaten, Lyle 4 2020-07-27 51 150000 150,000 Lumina Gold Corp. Common Shares Braaten, Lyle 4 2020-07-27 51 0.28 5,406,000 150,000 Lumina Gold Corp. Options Braaten, Lyle 4 2020-07-27 51 0.28 1,050,000 -150,000 MAG Silver Corp. Common Shares Curlook, Michael John 5 2020-07-27 10 23.92 92,743 -4,000 MAG Silver Corp. Common Shares Curlook, Michael John 5 2020-07-28 51 23.74 96,743 4,000 MAG Silver Corp. Options Curlook, Michael John 5 2020-07-28 51 9.28 73,900 -4,000 MAG Silver Corp. Common Shares MacInnis, Daniel Thomas 4 2020-07-27 10 24 217,488 -25,000 Magellan Aerospace Common Shares Magellan Aerospace 1 2020-07-24 38 6.4783 2,355 2,355 Corporation Corporation Magellan Aerospace Common Shares Magellan Aerospace 1 2020-07-27 38 6.5 3,455 1,100 Corporation Corporation Mako Mining Corp. Common Shares Leisman, Akiba Jacob 4 2020-07-29 10 0.405 10,761,734 100,000 Issachar Mangazeya Mining Ltd. Common Shares Yanchukov, Sergey 3 2020-07-24 10 0.09 1,196,000 73,000 Mangazeya Mining Ltd. Common Shares Yanchukov, Sergey 3 2020-07-24 10 0.1 1,295,000 99,000 Mangazeya Mining Ltd. Common Shares Yanchukov, Sergey 3 2020-07-28 10 0.105 1,377,000 82,000 Mangazeya Mining Ltd. Common Shares Yanchukov, Sergey 3 2020-07-28 10 0.11 1,551,500 174,500 Mangazeya Mining Ltd. Common Shares Yanchukov, Sergey 3 2020-07-28 10 0.115 1,594,000 42,500 Marathon Gold Corporation Common Shares Bache, Douglas 4 2020-07-27 51 0.25 712,500 125,000 Marathon Gold Corporation Options Bache, Douglas 4 2020-07-27 51 0.25 630,000 -125,000 Marathon Gold Corporation Common Shares Faught, George D. 4 2020-07-22 10 2.183 2,160,000 -65,000 Marathon Gold Corporation Common Shares Faught, George D. 4 2020-07-24 10 2.4 2,126,900 -33,100 Marathon Gold Corporation Common Shares Faught, George D. 4 2020-07-27 10 2.5 2,106,900 -20,000 Marathon Gold Corporation Common Shares Faught, George D. 4 2020-07-27 10 2.53 2,105,900 -1,000 Marathon Gold Corporation Common Shares Gowans, James Kitchener 4 2020-06-01 00 Marathon Gold Corporation Common Shares Gowans, James Kitchener 4 2020-07-24 10 2.37 3,800 3,800 Marathon Gold Corporation Common Shares Gowans, James Kitchener 4 2020-07-24 10 2.38 4,300 500 Marathon Gold Corporation Common Shares Gowans, James Kitchener 4 2020-07-24 10 2.39 20,500 16,200 Marathon Gold Corporation Common Shares Gowans, James Kitchener 4 2020-07-27 10 2.48 25,000 4,500 Marathon Gold Corporation Common Shares Walford, Phillip Charles 4, 5 2020-07-27 10 2.45 4,451,612 -200,000 Marble Financial Inc. Common Shares Scharfe, Jason Wesley 4 2020-07-27 10 0.2 1,516,500 5,000 Marble Financial Inc. Common Shares Scharfe, Jason Wesley 4 2020-07-27 10 0.195 1,541,500 25,000 Mariner Resources Corp. Common Shares Crest Resources Inc. 3 2020-07-27 16 0.12 2,780,000 1,250,000 Mariner Resources Corp. Common Shares Stock, Garry Alfred 6 2020-07-22 00 Mariner Resources Corp. Common Shares Stock, Garry Alfred 6 2020-07-22 45 0.1275 1,530,000 1,530,000 Mariner Resources Corp. Common Shares Stock, Garry Alfred 6 2020-07-27 16 0.12 2,780,000 1,250,000 McCoy Global Inc. Rights RSG- Restricted Deng, Bing 5 2020-07-09 10 0.53 -43,000 Share Grant McCoy Global Inc. Rights RSG- Restricted Deng, Bing 5 2020-07-09 10 0.44 25,000 -43,000 Share Grant McCoy Global Inc. Rights RSG- Restricted Rakievich, James William 4, 7, 5 2019-07-15 59 -60,000 Share Grant McCoy Global Inc. Rights RSG- Restricted Rakievich, James William 4, 7, 5 2019-07-15 10 -60,000 Share Grant

August 6, 2020 (2020), 43 OSCB 6320

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed McCoy Global Inc. Rights RSG- Restricted Rakievich, James William 4, 7, 5 2019-07-27 10 60,000 -60,000 Share Grant MedMen Enterprises Inc. Convertible Notes Senior Adler, Jason Marc 6 2020-07-02 16 $11,813,863 $369,670 (formerly Ladera Ventures Secured Corp.) MedMen Enterprises Inc. Convertible Notes Senior Adler, Jason Marc 6 2020-07-02 16 $2,953,004 $92,402 (formerly Ladera Ventures Secured Corp.) MedMen Enterprises Inc. Convertible Notes Senior Adler, Jason Marc 6 2020-07-02 16 $46,107,251 $1,442,750 (formerly Ladera Ventures Secured Corp.) MedMen Enterprises Inc. Convertible Notes Senior Adler, Jason Marc 6 2020-07-02 16 $7,921,729 $247,880 (formerly Ladera Ventures Secured Corp.) MedMen Enterprises Inc. Convertible Notes Senior Adler, Jason Marc 6 2020-07-02 16 $86,288,281 $2,700,061 (formerly Ladera Ventures Secured Corp.) MedMen Enterprises Inc. Convertible Notes Senior Adler, Jason Marc 6 2020-07-02 16 $13,731,171 $414,279 (formerly Ladera Ventures Secured Corp.) MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2018-05-28 00 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-06-23 36 3,649,786 3,649,786 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-06-23 36 5,733,973 4,183,586 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-13 10 0.2585 4,209,347 -150,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-13 10 0.26 4,138,347 -71,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-13 10 0.265 4,137,347 -1,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-15 10 0.255 4,037,347 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-15 10 0.26 3,937,347 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-15 10 0.26 3,931,347 -6,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-15 10 0.255 3,878,847 -52,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-15 10 0.25 3,738,347 -140,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-15 10 0.2512 3,737,347 -1,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-16 10 0.25 3,588,347 -149,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-16 10 0.255 3,537,347 -51,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-16 10 0.2529 3,437,347 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-17 10 0.25 3,293,847 -143,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-21 10 0.24 3,193,847 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares

August 6, 2020 (2020), 43 OSCB 6321

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-22 10 0.24 3,157,097 -36,750 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-22 10 0.236 3,057,097 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-23 10 0.23 2,957,097 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-23 10 0.23 2,857,097 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-23 10 0.23 2,719,097 -138,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-23 10 0.235 2,658,097 -61,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-23 10 0.24 2,657,097 -1,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Bierman, Adam Nathaniel 4 2020-07-24 10 0.23 2,557,097 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MM Can USA, Inc. Class Bierman, Adam Nathaniel 4 2020-06-23 36 2,606,992 -3,649,786 (formerly Ladera Ventures B Shares Corp.) MedMen Enterprises Inc. MM Can USA, Inc. Class Bierman, Adam Nathaniel 4 2020-06-23 36 449,377 -4,183,586 (formerly Ladera Ventures B Shares Corp.) MedMen Enterprises Inc. Convertible Notes Senior Gotham Green Partners, 3 2020-07-02 16 $11,813,863 $369,670 (formerly Ladera Ventures Secured LLC Corp.) MedMen Enterprises Inc. Convertible Notes Senior Gotham Green Partners, 3 2020-07-02 16 $2,953,004 $92,402 (formerly Ladera Ventures Secured LLC Corp.) MedMen Enterprises Inc. Convertible Notes Senior Gotham Green Partners, 3 2020-07-02 16 $46,107,251 $1,442,750 (formerly Ladera Ventures Secured LLC Corp.) MedMen Enterprises Inc. Convertible Notes Senior Gotham Green Partners, 3 2020-07-02 16 $7,921,729 $247,880 (formerly Ladera Ventures Secured LLC Corp.) MedMen Enterprises Inc. Convertible Notes Senior Gotham Green Partners, 3 2020-07-02 16 $86,288,281 $2,700,061 (formerly Ladera Ventures Secured LLC Corp.) MedMen Enterprises Inc. Convertible Notes Senior Gotham Green Partners, 3 2020-07-02 16 $13,731,171 $414,279 (formerly Ladera Ventures Secured LLC Corp.) MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-06-23 36 9,581,777 7,833,372 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-07 10 0.175 9,013,277 -68,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-07 10 0.165 8,832,277 -181,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-13 10 0.25 7,922,403 -71,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-13 10 0.26 7,844,903 -77,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-13 10 0.255 7,795,903 -49,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-13 10 0.255 7,595,903 -200,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares

August 6, 2020 (2020), 43 OSCB 6322

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-14 10 0.26 7,470,529 -125,374 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-14 10 0.26 7,345,155 -125,374 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-15 10 0.255 7,304,655 -40,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-15 10 0.26 7,302,655 -2,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-15 10 0.25 7,195,155 -107,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-15 10 0.2555 7,154,155 -41,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-16 10 0.2544 7,054,155 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-16 10 0.25 6,954,155 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-16 10 0.25 6,797,155 -157,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-16 10 0.2512 6,795,155 -2,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-17 10 0.25 6,651,655 -143,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-21 10 0.24 6,551,655 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-22 10 0.24 6,514,905 -36,750 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-22 10 0.235 6,362,655 -152,250 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-22 10 0.23 6,351,655 -11,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-22 10 0.2327 6,251,655 -100,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-23 10 0.235 6,223,655 -28,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-23 10 0.24 6,223,155 -500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-23 10 0.23 6,151,655 -71,500 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MedMen Enterprises Inc. Modlin, Andrew Max 4, 5 2020-07-24 10 0.23 5,956,655 -195,000 (formerly Ladera Ventures Class B Subordinate Corp.) Voting Shares MedMen Enterprises Inc. MM Can USA, Inc. Class Modlin, Andrew Max 4, 5 2020-06-23 36 3,056,369 -7,833,372 (formerly Ladera Ventures B Shares Corp.) MedXtractor Corp Common Shares Vinck, Dwayne Albert 5 2020-07-31 10 0.114 309,500 10,000 Metalla Royalty & Streaming Common Shares Tucker, E.B. 4 2020-07-30 10 10.3 271,956 1,000 Ltd. Methanex Corporation Common Shares M&G Investment 3 2020-07-24 10 19.355 4,577,367 -1,373 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-28 10 19.275 4,577,048 -319 Management Limited

August 6, 2020 (2020), 43 OSCB 6323

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Methanex Corporation Common Shares M&G Investment 3 2020-07-28 10 19.26 4,572,947 -4,101 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-28 10 19.336 4,572,552 -395 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-29 10 19.6 4,568,399 -4,153 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-24 10 19.355 607,005 -5,127 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-28 10 19.275 605,382 -1,623 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-28 10 19.26 584,483 -20,899 Management Limited Methanex Corporation Common Shares M&G Investment 3 2020-07-29 10 19.6 562,831 -21,652 Management Limited Mich Resources Ltd. Common Shares O'Neill, Thomas 4 2020-07-29 10 0.22 201,000 75,000 Micron Waste Technologies Common Shares Sidhu, Harveer Singh 4 2020-07-07 00 500,000 Inc. (formerly, Finore Mining Inc.) Micron Waste Technologies Warrants Sidhu, Harveer Singh 4 2020-07-07 00 Inc. (formerly, Finore Mining Inc.) Micron Waste Technologies Warrants Sidhu, Harveer Singh 4 2020-07-08 11 500,000 500,000 Inc. (formerly, Finore Mining Inc.) Midas Gold Corp. Common Shares Dail, Chris 7 2020-07-31 10 1.549 327,464 -20,000 Midas Gold Corp. Common Shares Dail, Chris 7 2020-07-31 10 1.549 192,464 -135,000 Midas Gold Corp. Common Shares Dail, Chris 7 2020-07-31 10 1.549 106,214 -86,250 Midas Gold Corp. Common Shares Dail, Chris 7 2020-07-31 10 1.549 36,214 -70,000 Midas Gold Corp. Common Shares Dail, Chris 7 2020-07-31 10 1.549 -3,786 -40,000 Midas Gold Corp. Options Dail, Chris 7 2020-07-30 51 0.66 1,370,000 20,000 Midas Gold Corp. Options Dail, Chris 7 2020-07-30 51 0.89 1,505,000 135,000 Midas Gold Corp. Options Dail, Chris 7 2020-07-30 51 0.59 1,591,250 86,250 Midas Gold Corp. Options Dail, Chris 7 2020-07-30 51 0.97 1,661,250 70,000 Midas Gold Corp. Options Dail, Chris 7 2020-07-30 51 0.62 1,701,250 40,000 Midas Gold Corp. Common Shares Morgans, Darren Paul 5 2020-07-27 51 140,000 70,000 Midas Gold Corp. Common Shares Morgans, Darren Paul 5 2020-07-27 10 70,000 -70,000 Midas Gold Corp. Options Morgans, Darren Paul 5 2020-07-27 51 615,000 -70,000 Midas Gold Corp. Common Shares Quin, Stephen Paul 4, 5 2020-07-27 10 1.5738 1,099,603 -120,000 Midas Gold Corp. Common Shares Quin, Stephen Paul 4, 5 2020-07-27 47 1.56 1,079,603 -20,000 Midas Gold Corp. Common Shares Quin, Stephen Paul 4, 5 2020-07-27 51 0.66 1,219,603 140,000 Midas Gold Corp. Options Quin, Stephen Paul 4, 5 2020-07-27 51 0.66 2,787,397 -140,000 Midas Gold Corp. Options Quin, Stephen Paul 4, 5 2020-07-27 51 0.66 140,000 Midas Gold Corp. Options Quin, Stephen Paul 4, 5 2020-07-27 51 0.66 140,000 Middlefield Can-Global REIT Trust Units Middlefield Can-Global 1 2020-07-30 38 9.91 5,328,641 1,800 Income Fund REIT Income Fund Middlefield Global Real Trust Units Middlefield Global Real 1 2020-07-27 38 8.9444 748,900 1,800 Asset Fund Asset Fund Middlefield Global Real Trust Units Middlefield Global Real 1 2020-07-28 38 9.0538 752,600 3,700 Asset Fund Asset Fund Middlefield Global Real Trust Units Middlefield Global Real 1 2020-07-29 38 9.1291 757,000 4,400 Asset Fund Asset Fund Middlefield Global Real Trust Units Middlefield Global Real 1 2020-07-30 38 9.058 760,000 3,000 Asset Fund Asset Fund Minaurum Gold Inc. Common Shares Megaw, Peter 4 2020-07-27 10 0.5667 107,125 -250,000 MINT Income Fund Trust Units MINT Income Fund 1 2020-07-30 38 5.0317 71,767,551 4,100 Mondias Natural Products Common Shares Rancourt, André 3, 4, 5 2020-07-28 10 0.063 12,271,167 202,000 Inc. Mondias Natural Products Common Shares Rancourt, André 3, 4, 5 2020-07-28 10 0.06 12,278,167 7,000 Inc. Mondias Natural Products Common Shares Rancourt, André 3, 4, 5 2020-07-28 10 0.06 12,362,167 84,000 Inc. Mondias Natural Products Common Shares Rancourt, André 3, 4, 5 2020-07-28 10 0.06 12,369,167 7,000 Inc.

August 6, 2020 (2020), 43 OSCB 6324

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Mondias Natural Products Common Shares Rancourt, André 3, 4, 5 2020-07-28 10 0.065 12,429,167 60,000 Inc. MPX International Convertible Debentures BOYES, WILLIAM SCOTT 4, 5 2019-02-05 00 Corporation MPX International Convertible Debentures BOYES, WILLIAM SCOTT 4, 5 2020-07-31 11 0.12 $100 $100 Corporation MPX International Warrants BOYES, WILLIAM SCOTT 4, 5 2019-02-05 00 Corporation MPX International Warrants BOYES, WILLIAM SCOTT 4, 5 2020-07-31 11 0.2 700,000 700,000 Corporation MPX International Convertible Debentures Crawford, Alastair Duncan 4 2019-01-31 00 Corporation Hadfield MPX International Convertible Debentures Crawford, Alastair Duncan 4 2020-07-31 11 0.12 $112 $112 Corporation Hadfield MPX International Warrants Crawford, Alastair Duncan 4 2020-07-31 11 0.2 4,954,313 784,000 Corporation Hadfield Mullen Group Ltd. Common Shares Mullen Group Ltd. 1 2020-07-27 38 9.3341 1,267,376 33,300 Mullen Group Ltd. Common Shares Mullen Group Ltd. 1 2020-07-28 38 9.5563 1,300,676 33,300 Mullen Group Ltd. Common Shares Mullen Group Ltd. 1 2020-07-29 38 9.3136 1,333,976 33,300 Mullen Group Ltd. Common Shares Mullen Group Ltd. 1 2020-07-30 38 9.3603 1,367,276 33,300 Mullen Group Ltd. Common Shares Mullen Group Ltd. 1 2020-07-31 38 33,300 -1,333,976 Mullen Group Ltd. Common Shares Mullen Group Ltd. 1 2020-07-31 38 9.5549 66,600 33,300 NameSilo Technologies Common Shares Andreola, Gianpaolo 4 2020-07-31 10 0.225 4,325,600 25,000 Corp. (formerly known as Fabrisio Brisio Innovations Inc.) Neptune Wellness Solutions Common Shares Piazza, Christopher 5 2020-07-21 00 1,125 Inc. (formerly Neptune Technologies & Bioressources Inc.) Neptune Wellness Solutions Options Piazza, Christopher 5 2020-07-21 00 75,000 Inc. (formerly Neptune Technologies & Bioressources Inc.) Nevada Copper Corp. Common Shares Brown, Michael 4 2020-07-31 15 0.15 850,000 350,000 Nevada Copper Corp. Warrants Brown, Michael 4 2013-08-06 00 Nevada Copper Corp. Warrants Brown, Michael 4 2020-07-31 15 175,000 175,000 Nevada Copper Corp. Common Shares Castlelake, L.P. 3 2020-07-28 15 0.15 286,535,165 149,902,852 Nevada Copper Corp. Warrants Castlelake, L.P. 3 2018-01-12 00 Nevada Copper Corp. Warrants Castlelake, L.P. 3 2020-07-28 15 0.2 74,951,426 74,951,426 Nevada Copper Corp. Common Shares Gill, Stephen Malcolm Kirk 4 2020-07-31 15 0.15 1,618,500 1,353,000 Nevada Copper Corp. Warrants Gill, Stephen Malcolm Kirk 4 2016-01-28 00 Nevada Copper Corp. Warrants Gill, Stephen Malcolm Kirk 4 2020-07-31 15 676,500 676,500 Nevada Copper Corp. Common Shares Iorich, Evgenij 4 2020-07-31 15 0.15 2,305,000 1,805,000 Nevada Copper Corp. Warrants Iorich, Evgenij 4 2016-01-28 00 Nevada Copper Corp. Warrants Iorich, Evgenij 4 2020-07-31 15 902,500 902,500 Nevada Copper Corp. Common Shares Iorich, Vladimir 3 2020-07-28 15 595,632,124 263,452,677 Nevada Copper Corp. Convertible Loan Facility Iorich, Vladimir 3 2020-07-28 11 0 -1 Nevada Copper Corp. Warrants Iorich, Vladimir 3 2020-07-28 15 131,726,338 131,726,338 Nevada Copper Corp. Common Shares Nutter, George Ernest 4 2020-07-31 15 0.15 2,800,000 1,300,000 Nevada Copper Corp. Warrants Nutter, George Ernest 4 2018-05-04 00 Nevada Copper Corp. Warrants Nutter, George Ernest 4 2020-07-31 15 650,000 650,000 Nevada Copper Corp. Common Shares van Niekerk, Pieter A. 5 2020-07-13 00 Nevada Copper Corp. Common Shares van Niekerk, Pieter A. 5 2020-07-31 15 0.15 905,000 905,000 Nevada Copper Corp. Warrants van Niekerk, Pieter A. 5 2020-07-13 00 Nevada Copper Corp. Warrants van Niekerk, Pieter A. 5 2020-07-31 15 452,500 452,500 Nevada Sunrise Gold Common Shares Ahuja, Suraj Prakash 4 2020-07-31 46 0.125 210,000 60,000 Corporation Nevada Sunrise Gold Common Shares Boddy, Christina Lynn 5 2020-07-31 46 0.125 144,504 63,504 Corporation Nevada Sunrise Gold Common Shares Kent, Cory Harrison 4 2020-07-07 16 0.03 170,000 Corporation Nevada Sunrise Gold Common Shares Kent, Cory Harrison 4 2020-07-10 16 0.03 181,500 170,000 Corporation

August 6, 2020 (2020), 43 OSCB 6325

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Nevada Sunrise Gold Warrants Kent, Cory Harrison 4 2012-04-18 00 Corporation Nevada Sunrise Gold Warrants Kent, Cory Harrison 4 2020-07-10 16 0.05 170,000 170,000 Corporation Nevada Sunrise Gold Common Shares Roy, Charles Edward 4 2020-07-31 46 0.125 184,000 60,000 Corporation Nevada Sunrise Gold Common Shares Sweatman, Michael 4 2020-07-31 46 0.125 532,129 81,629 Corporation Nevada Sunrise Gold Common Shares Sweatman, Michael 4 2020-07-31 10 0.21 40,000 -60,000 Corporation Nevaro Capital Corporation Common Shares Baluta, Alexander William 3, 4 2020-07-22 38 1,199,306 -62,500 Nevaro Capital Corporation Common Shares Sorace, Vincenzo 4, 5 2020-07-22 38 1,415,776 -62,500 New Oroperu Resources Inc. Common Shares Brown, Maynard Elliott 4 2020-07-30 11 2.87 303,000 1,000 New Placer Dome Gold Common Shares Sali, Maximilian 4, 5 2020-07-24 10 0.8 1,969,750 5,000 Corp. (formerly, Barrian Mining Corp.) New Placer Dome Gold Common Shares Sali, Maximilian 4, 5 2020-07-24 10 0.81 1,974,750 5,000 Corp. (formerly, Barrian Mining Corp.) New Placer Dome Gold Common Shares Sali, Maximilian 4, 5 2020-07-27 10 0.8 5,000 Corp. (formerly, Barrian Mining Corp.) New Placer Dome Gold Common Shares Sali, Maximilian 4, 5 2020-07-27 10 0.81 5,000 Corp. (formerly, Barrian Mining Corp.) Nextech AR Solutions Corp. Common Shares Duffy, John Paul 4 2020-07-31 46 268,750 25,000 Nextech AR Solutions Corp. Common Shares Gappelberg, Evan 5 2020-07-28 11 6,168,328 250,000 Nextech AR Solutions Corp. Common Shares Gappelberg, Evan 5 2020-07-31 46 6,210,516 42,188 Nextech AR Solutions Corp. Warrants Gappelberg, Evan 5 2020-07-28 54 0.7 637,744 -250,000 Nextech AR Solutions Corp. Common Shares Malik, Kashif 5 2020-07-31 46 50,000 25,000 Nextech AR Solutions Corp. Common Shares Tyldesley, Belinda 4 2020-07-31 46 283,484 1,547 Nighthawk Gold Corp. Common Shares Cudney, Robert Douglas 3 2020-07-30 10 1.71 8,763,400 70,000 Nighthawk Gold Corp. Common Shares Prychidny, Morris 4 2020-07-29 10 1.97 312,803 33,808 Nighthawk Gold Corp. Common Shares Prychidny, Morris 4 2020-07-30 10 1.71 345,303 32,500 Norsemont Mining Inc. Options Koutsouras, Bill 4 2020-07-28 00 (formerly Norsemont Capital Inc.) Norsemont Mining Inc. Options Koutsouras, Bill 4 2020-07-28 50 1.94 250,000 250,000 (formerly Norsemont Capital Inc.) Northern Graphite Options Raman, Kasi Sethu 4 2020-07-22 50 0.2 450,000 200,000 Corporation Northview Apartment Real Trust Units Credit Suisse Securities 3 2020-07-27 10 34.777 7,737,095 11,400 Estate Investment Trust (Canada), Inc. Northview Apartment Real Trust Units Credit Suisse Securities 3 2020-07-28 10 34.126 7,719,595 -17,500 Estate Investment Trust (Canada), Inc. Northview Apartment Real Trust Units Credit Suisse Securities 3 2020-07-29 10 34.716 7,764,795 45,200 Estate Investment Trust (Canada), Inc. Northview Apartment Real Trust Units Credit Suisse Securities 3 2020-07-30 10 34.808 7,776,795 12,000 Estate Investment Trust (Canada), Inc. Northview Apartment Real Trust Units Credit Suisse Securities 3 2020-07-31 10 34.972 7,798,295 21,500 Estate Investment Trust (Canada), Inc. Norvista Capital Corporation Options Christie, Donald Henry 4, 5 2020-07-29 52 0.15 850,000 -1,300,000 Norvista Capital Corporation Options Durham, Robert Bruce 4, 5 2020-07-29 52 0.15 825,000 -925,000 Norvista Capital Corporation Options Marrelli, Carmelo 5 2020-07-29 52 0.15 100,000 -100,000 Norvista Capital Corporation Options Spavold, Stanley William 4 2020-07-29 52 0.15 400,000 -400,000 Leo Nubian Resources Ltd. Common Shares Class A May, Charlotte Mary-Anne 5 2020-07-27 10 0.4 131,000 -19,500 voting Nubian Resources Ltd. Common Shares Class A TREADGOLD, 4 2020-07-29 10 0.39 -30,000 voting LAWRENCE, GARNET Nubian Resources Ltd. Common Shares Class A TREADGOLD, 4 2020-07-29 10 0.39 603,000 -90,000 voting LAWRENCE, GARNET Nuran Wireless Inc. Common Shares 9369-5864 Quebec, Inc. 3 2020-07-27 10 0.0425 40,941,790 -707,000 (formerly 1014372 B.C. Ltd.)

August 6, 2020 (2020), 43 OSCB 6326

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Nuran Wireless Inc. Common Shares 9369-5864 Quebec, Inc. 3 2020-07-28 10 0.0428 39,425,790 -1,516,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares 9369-5864 Quebec, Inc. 3 2020-07-29 10 402 38,151,790 -1,274,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares 9369-5864 Quebec, Inc. 3 2020-07-30 10 0.0402 38,124,790 -27,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares 9369-5864 Quebec, Inc. 3 2020-07-31 10 0.04 37,763,790 -361,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares BÉDARD, Martin 3 2020-07-28 10 0.04 4,750,000 -250,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Alain 6 2020-07-27 10 0.0425 40,941,790 -707,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Alain 6 2020-07-28 10 0.0428 39,425,790 -1,516,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Alain 6 2020-07-29 10 0.0402 38,151,790 -1,274,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Alain 6 2020-07-30 10 0.0402 38,124,790 -27,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Alain 6 2020-07-31 10 0.04 37,763,790 -361,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Richard 6 2020-07-27 10 0.0425 40,941,790 -707,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Richard 6 2020-07-28 10 0.0428 39,425,790 -1,516,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Richard 6 2020-07-29 10 0.0402 38,151,790 -1,274,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Richard 6 2020-07-30 10 0.0402 38,124,790 -27,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Carrier, Richard 6 2020-07-31 10 0.04 37,763,790 -361,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Kruse, Stephan 6 2020-07-27 10 0.0425 40,941,790 -707,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Kruse, Stephan 6 2020-07-28 10 0.0428 39,425,790 -1,516,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Kruse, Stephan 6 2020-07-29 10 0.0402 38,151,790 -1,274,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Kruse, Stephan 6 2020-07-30 10 0.0402 38,124,790 -27,000 (formerly 1014372 B.C. Ltd.) Nuran Wireless Inc. Common Shares Kruse, Stephan 6 2020-07-31 10 0.04 37,763,790 -361,000 (formerly 1014372 B.C. Ltd.) OneSoft Solutions Inc. Common Shares Tam, David Shong-Tak 5 2020-07-30 51 0.11 598,257 25,000 OneSoft Solutions Inc. Options Tam, David Shong-Tak 5 2020-07-28 51 0.11 300,000 -25,000 Orea Mining Corp. Common Shares Giustra, Robert 4, 5 2020-07-28 10 0.21 967,333 61,000 Orea Mining Corp. Common Shares Giustra, Robert 4, 5 2020-07-29 10 0.21 1,061,564 94,231 Orford Mining Corporation Forward Purchase Christie, David William 4, 5 2017-10-23 00 Orford Mining Corporation Forward Purchase Christie, David William 4, 5 2020-07-30 16 1 1 Orford Mining Corporation Forward Purchase Christie, David William 4, 5 2020-07-30 16 2 1 Orford Mining Corporation Common Shares Fleck, David Alexander 6 2020-07-20 10 0.09 100,000 100,000 Orford Mining Corporation Common Shares McCluskey, John 6 2020-07-30 16 0.09 975,663 975,663 Orford Mining Corporation Common Shares McCluskey, John 6 2020-07-30 16 0.09 1,128,490 152,827 Orford Mining Corporation Common Shares Porter, James 6 2020-07-20 10 0.09 200,000 200,000 Orford Mining Corporation Common Shares Prichard, John Robert 6 2020-07-20 10 0.09 100,000 100,000 Stobo Organigram Holdings Inc. Options Chamberlain, Julie Marie 5 2020-07-20 00 Organigram Holdings Inc. Options Chamberlain, Julie Marie 5 2020-07-20 00 Organigram Holdings Inc. Options Chamberlain, Julie Marie 5 2020-07-20 00 75,000 Organigram Holdings Inc. Rights Performance Chamberlain, Julie Marie 5 2020-07-20 00 2,586 Share Units Organigram Holdings Inc. Rights Restricted Share Chamberlain, Julie Marie 5 2020-07-20 00 2,586 Units Organigram Holdings Inc. Common Shares Smith, Stephen A. 4 2020-07-24 10 1.75 10,300 4,000 Organto Foods Inc. Common Shares Gianulis, Peter Lawrence 6 2020-07-28 10 0.077 5,053,500 150,000 Origen Resources Inc. Common Shares Schellenberg, Gary David 4 2020-07-27 10 0.23 273,250 10,000 Albert

August 6, 2020 (2020), 43 OSCB 6327

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Origen Resources Inc. Common Shares Schellenberg, Gary David 4 2020-07-28 10 0.23 10,000 Albert Origen Resources Inc. Common Shares Schellenberg, Gary David 4 2020-07-28 10 0.22 288,250 15,000 Albert Origen Resources Inc. Common Shares Schellenberg, Geoff 4 2020-07-29 10 0.23 20,000 10,000 Origen Resources Inc. Common Shares Schellenberg, Geoff 4 2020-07-30 10 0.225 30,000 10,000 Origen Resources Inc. Common Shares Schellenberg, Geoff 4 2020-07-30 10 0.23 36,000 6,000 Oryx Petroleum Corporation Common Shares AOG Upstream BV 3 2020-07-23 11 0.0432 0 -356,171,773 Limited Oryx Petroleum Corporation Warrants AOG Upstream BV 3 2020-07-23 11 0.0001 33,149,000 -6,132,804 Limited Oryx Petroleum Corporation Warrants AOG Upstream BV 3 2020-07-23 11 0.0001 0 -33,149,000 Limited Oryx Petroleum Corporation Common Shares Clanta Trust 3 2020-07-23 11 0.0432 0 -356,171,773 Limited Oryx Petroleum Corporation Warrants Clanta Trust 3 2020-07-23 11 0.0001 0 -39,281,804 Limited Oryx Petroleum Corporation Common Shares Karim, Baz Raouf 3, 6 2020-07-23 11 0.0432 500,152,674 380,527,641 Limited Oryx Petroleum Corporation Warrants Karim, Baz Raouf 3, 6 2016-03-01 00 Limited Oryx Petroleum Corporation Warrants Karim, Baz Raouf 3, 6 2020-07-23 11 0.0001 6,132,804 6,132,804 Limited Oryx Petroleum Corporation Warrants Karim, Baz Raouf 3, 6 2020-07-23 11 0.0001 39,281,804 33,149,000 Limited Oryx Petroleum Corporation Common Shares McPhee, Kevin William 5 2020-07-31 51 1,576,499 1,320,427 Limited Oryx Petroleum Corporation Options McPhee, Kevin William 5 2020-07-31 51 0 -1,320,427 Limited Oryx Petroleum Corporation Common Shares Querio, Vance Barton 5 2020-07-31 51 4,410,212 3,285,374 Limited Oryx Petroleum Corporation Options Querio, Vance Barton 5 2020-07-31 51 1,864,431 -3,285,374 Limited Oryx Petroleum Corporation Options Querio, Vance Barton 5 2020-07-31 52 0 -1,864,431 Limited Oryx Petroleum Corporation Common Shares Rosebush, Lindsey Palma 5 2020-07-31 51 576,291 376,001 Limited Oryx Petroleum Corporation Options Rosebush, Lindsey Palma 5 2020-07-31 51 0 -376,001 Limited Oryx Petroleum Corporation Common Shares The Addax and Oryx Group 3 2020-07-23 11 0.0432 0 -356,171,773 Limited plc Oryx Petroleum Corporation Warrants The Addax and Oryx Group 3 2020-07-23 11 0 -39,281,804 Limited plc Oryx Petroleum Corporation Common Shares Zeg Oil and Gas Ltd. 3 2020-07-23 11 0.0432 500,152,674 380,527,641 Limited Oryx Petroleum Corporation Warrants Zeg Oil and Gas Ltd. 3 2016-02-01 00 Limited Oryx Petroleum Corporation Warrants Zeg Oil and Gas Ltd. 3 2020-07-23 11 0.0001 6,132,804 6,132,804 Limited Oryx Petroleum Corporation Warrants Zeg Oil and Gas Ltd. 3 2020-07-23 11 0.0001 39,281,804 33,149,000 Limited Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 2020-07-27 10 4.29 977,100 -12,600 Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 2020-07-27 10 4.13 967,100 -10,000 Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 2020-07-28 10 4.08 947,100 -20,000 Osisko Mining Inc. Common Shares Vizquerra, Jose 4 2020-07-28 51 3.46 377,811 78,000 Osisko Mining Inc. Common Shares Vizquerra, Jose 4 2020-07-28 10 4.12 299,811 -78,000 Osisko Mining Inc. Common Shares Vizquerra, Jose 4 2020-07-28 51 3.41 349,811 50,000 Osisko Mining Inc. Common Shares Vizquerra, Jose 4 2020-07-28 10 4.11 299,811 -50,000 Osisko Mining Inc. Common Shares Vizquerra, Jose 4 2020-07-29 51 3.41 399,811 100,000 Osisko Mining Inc. Common Shares Vizquerra, Jose 4 2020-07-29 10 3.93 299,811 -100,000 Osisko Mining Inc. Options Vizquerra, Jose 4 2020-07-28 51 3.46 1,291,600 -78,000 Osisko Mining Inc. Options Vizquerra, Jose 4 2020-07-28 51 3.41 1,241,600 -50,000 Osisko Mining Inc. Options Vizquerra, Jose 4 2020-07-29 51 3.41 1,141,600 -100,000 Osisko Mining Inc. Common Shares Zaritsky, Blair David 5 2020-07-27 51 1.08 326,720 269,200 Osisko Mining Inc. Common Shares Zaritsky, Blair David 5 2020-07-27 10 4.3 57,520 -269,200

August 6, 2020 (2020), 43 OSCB 6328

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Osisko Mining Inc. Options Zaritsky, Blair David 5 2020-07-27 51 1.08 980,800 -269,200 Pacific Empire Minerals Common Shares HENDERSON, KEITH J. 4 2020-07-24 16 0.05 850,000 600,000 Corp. Pacific Empire Minerals Warrants HENDERSON, KEITH J. 4 2017-12-18 00 Corp. Pacific Empire Minerals Warrants HENDERSON, KEITH J. 4 2020-07-24 16 0.1 300,000 300,000 Corp. Pacific Empire Minerals Common Shares Peters, Bradley 4, 5 2020-07-24 11 0.07 1,810,500 200,000 Corp. Pacific Empire Minerals Common Shares Plethora Precious Metals 3 2020-07-24 16 0.05 8,300,000 2,800,000 Corp. Fund Management Pacific Empire Minerals Warrants Plethora Precious Metals 3 2020-07-24 16 5,400,000 1,400,000 Corp. Fund Management Pacific Empire Minerals Common Shares Stichting Depositary 3 2020-07-24 16 0.05 8,300,000 2,800,000 Corp. Plethora Precious Metals Fund Pacific Empire Minerals Warrants Stichting Depositary 3 2020-07-24 16 5,400,000 1,400,000 Corp. Plethora Precious Metals Fund Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.205 772,716 5,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.19 782,716 10,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-27 10 0.22 861,200 56,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-27 10 0.23 867,800 6,600 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-30 10 0.196 859,800 -8,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-30 10 0.21 867,800 8,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.19 882,800 15,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.196 897,800 15,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.2 905,800 8,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.25 906,800 1,000 Palamina Corp. Common Shares Thomson, Andrew 4 2020-07-31 10 0.24 910,800 4,000 Pan Global Resources Inc. Options Baxter, Robert William 4, 5 2020-07-31 50 2,083,000 500,000 Pan Global Resources Inc. Common Shares evans, patrick charles 4 2020-07-29 10 0.2 1,606,000 40,000 Pan Global Resources Inc. Options evans, patrick charles 4 2020-07-31 50 0.31 1,000,000 700,000 Pan Global Resources Inc. Options Moody, Timothy 5 2020-07-31 50 1,700,000 800,000 Pan Global Resources Inc. Options Pinsky, Max 5 2020-07-31 50 300,000 100,000 Paramount Resources Ltd. Common Shares Class A Wittenberg, Joerg 5 2020-07-27 10 1.86 12,000 -4,058 Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-28 37 2,769,001 -24,921,001 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-28 10 0.2 2,739,001 -30,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-29 10 0.204 2,469,001 -270,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-29 10 0.2 -151,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-29 10 0.2 -151,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-30 10 0.2 2,318,001 -151,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-31 10 0.2 2,068,001 -250,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-31 10 0.2 725,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-31 10 0.2 725,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-31 16 0.2 2,793,001 725,000 Technologies Inc. Peak Positioning Common Shares Liang, Qiu 3, 4 2020-07-28 37 700,000 -6,300,000 Technologies Inc. Peak Positioning Options Liang, Qiu 3, 4 2020-07-28 37 1,435,700 -12,921,300 Technologies Inc. Peak Positioning Warrants Liang, Qiu 3, 4 2020-07-28 37 1,670,000 -15,030,000 Technologies Inc. Peak Positioning Warrants Liang, Qiu 3, 4 2020-07-31 16 0.25 2,395,000 725,000 Technologies Inc. Pieridae Energy Limited Common Shares Dargewitcz, Robert 5 2020-07-30 10 0.31 273,000 12,500

August 6, 2020 (2020), 43 OSCB 6329

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed PJX Resources Inc. Options Del Campo, Joseph 4 2020-07-20 52 0.19 905,000 -225,000 PJX Resources Inc. Options Keating, John 4, 5 2020-07-20 52 0.19 1,895,000 -250,000 Platinex Inc. Options Lee, Felix Ngai Fu 4 2019-10-15 00 Platinex Inc. Options Lee, Felix Ngai Fu 4 2019-11-01 50 0.05 400,000 Platinex Inc. Options Lee, Felix Ngai Fu 4 2019-11-01 50 400,000 400,000 Platinex Inc. Options Lee, Felix Ngai Fu 4 2020-07-24 50 0.085 225,000 Platinex Inc. Options Lee, Felix Ngai Fu 4 2020-07-24 50 625,000 225,000 Platinex Inc. Options Warren, Graham 4 2020-07-24 50 0.085 750,000 350,000 Polymet Mining Corp. Common Shares Keenan, Patrick Francis 5 2020-07-23 10 62.46 -100,000 Polymet Mining Corp. Common Shares Keenan, Patrick Francis 5 2020-07-23 10 0.6246 237,993 -100,000 PopReach Corporation Common Shares Sharma, Ravinder 4 2020-07-16 00 250,000 (formerly, Mithrandir Capital Corp.) PopReach Corporation Common Shares Sharma, Ravinder 4 2020-07-16 00 176,692 (formerly, Mithrandir Capital Corp.) PopReach Corporation Options Sharma, Ravinder 4 2020-07-16 00 127,500 (formerly, Mithrandir Capital Corp.) PopReach Corporation Warrants Sharma, Ravinder 4 2020-07-16 00 176,692 (formerly, Mithrandir Capital Corp.) Precipitate Gold Corp. Common Shares Fleming, Adrian Wallace 4 2020-07-31 51 0.08 190,000 150,000 Precipitate Gold Corp. Common Shares Fleming, Adrian Wallace 4 2020-07-31 10 0.35 40,000 -150,000 Precipitate Gold Corp. Options Fleming, Adrian Wallace 4 2020-07-31 51 0.08 740,000 -150,000 Precipitate Gold Corp. Common Shares Strategic Metals Ltd. 3 2020-07-24 10 20,503,327 -150,000 Precipitate Gold Corp. Common Shares Strategic Metals Ltd. 3 2020-07-27 10 20,398,327 -105,000 Prodigy Ventures Inc. Common Shares Beckerman, Tom 4, 5 2020-07-28 10 0.1025 11,549,981 -2,000 Prodigy Ventures Inc. Common Shares Beckerman, Tom 4, 5 2020-07-29 10 0.1 11,549,481 -500 Prophecy Potash Corp. Common Shares Lundin, Lukas Henrik 3 2020-07-31 10 0.0583 1,118,166 -108,000 Prophecy Potash Corp. Common Shares Lundin, Lukas Henrik 3 2020-07-31 10 0.0583 3,225,500 -312,000 Providence Gold Mines Inc. Common Shares coombes, ronald allan 4 2020-07-22 97 0.08 1,550,000 1,250,000 Providence Gold Mines Inc. Common Shares coombes, ronald allan 4 2020-07-24 10 0.12 1,602,500 52,500 Providence Gold Mines Inc. Warrants coombes, ronald allan 4 2017-07-11 00 1,250,000 Providence Gold Mines Inc. Common Shares Davis, Scott 5 2020-01-09 00 Providence Gold Mines Inc. Common Shares Davis, Scott 5 2020-07-22 11 0.08 500,000 500,000 Providence Gold Mines Inc. Warrants Davis, Scott 5 2020-01-09 00 Providence Gold Mines Inc. Warrants Davis, Scott 5 2020-07-22 53 0.15 500,000 500,000 Providence Gold Mines Inc. Common Shares Young, Rodger Crawford 4, 5 2020-07-22 11 0.08 3,095,000 1,250,000 Providence Gold Mines Inc. Warrants Young, Rodger Crawford 4, 5 2020-07-22 11 0.15 1,500,000 1,250,000 Quarterhill Inc. (formerly, Wi- Common Shares Quarterhill Inc. 1 2017-07-04 38 0 -379,700 LAN Inc.) Quisitive Technology Common Shares Jog, Vijay Mukund 4 2020-07-29 10 0.45 2,966,183 25,000 Solutions, Inc. Red Light Holland Corp. Common Shares Lamb, Brad 4, 5 2020-06-02 00 3,166,665 (formerly, Added Capital Inc.) Reko International Group Common Shares Reko International Group 1 2020-07-24 38 2.9 1,200 1,200 Inc. Inc. Reko International Group Common Shares Reko International Group 1 2020-07-24 38 2.9 0 -1,200 Inc. Inc. Reko International Group Common Shares Reko International Group 1 2020-07-28 38 2.9 4,100 4,100 Inc. Inc. Reko International Group Common Shares Reko International Group 1 2020-07-28 38 2.9 0 -4,100 Inc. Inc. Relay Medical Corp. Common Shares Invidx Corp 3 2020-07-30 10 14,348,052 -48,000 (formerly, ChroMedX Corp). RepliCel Life Sciences Inc. Common Shares Schutte, Andrew 4 2020-07-15 16 0.18 3,016,878 1,125,500 RepliCel Life Sciences Inc. Warrants Schutte, Andrew 4 2018-12-14 00 RepliCel Life Sciences Inc. Warrants Schutte, Andrew 4 2020-07-15 16 0.36 562,750 562,750 Resverlogix Corp. Common Shares Biln, Norma 4 2016-04-02 00 Resverlogix Corp. Common Shares Biln, Norma 4 2020-07-28 51 0.79 50,000 50,000 Resverlogix Corp. Options Biln, Norma 4 2020-07-28 51 125,000 -50,000

August 6, 2020 (2020), 43 OSCB 6330

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Richelieu Hardware Ltd. Common Shares Auclair, Antoine 5 2020-07-27 30 32.948 2,657 27 Richelieu Hardware Ltd. Common Shares Auclair, Antoine 5 2020-07-27 30 32.948 11,138 63 Richelieu Hardware Ltd. Common Shares Grenier, Guy 5 2020-07-27 30 32.948 52,332 90 Richelieu Hardware Ltd. Common Shares Lord, Richard 4, 5 2020-07-27 30 32.948 4,226,815 58 Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-22 10 16.5 10,411,164 17,705 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-22 10 16.5 10,404,194 -6,970 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-24 10 16.62 10,404,375 181 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-24 10 16.62 -181 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-24 10 16.62 10,404,193 -182 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-28 10 16.5 10,414,156 9,963 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-29 10 16.65 10,439,869 25,713 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-29 10 16.65 10,439,487 -382 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-30 10 16.5 10,440,467 980 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 2020-07-30 10 16.51 10,440,457 -10 Investment Grade Bond Management Fund Rise Gold Corp. Common Shares Lepard, Lawrence 4 2020-07-31 16 0.75 133,333 Rise Gold Corp. Common Shares Lepard, Lawrence 4 2020-07-31 16 0.75 1,063,333 133,333 Rise Gold Corp. Warrants Lepard, Lawrence 4 2020-07-31 16 1 496,667 66,667 RIWI Corp. Common Shares Beaty, Ross J. 6 2020-07-24 10 3 2,318,950 -1,300 RIWI Corp. Common Shares Beaty, Ross J. 6 2020-07-27 10 3 2,311,350 -7,600 RIWI Corp. Common Shares BP Capital Ltd. 3 2020-07-24 10 3 2,318,950 -1,300 RIWI Corp. Common Shares BP Capital Ltd. 3 2020-07-27 10 3 2,311,350 -7,600 RIWI Corp. Common Shares Meerkamper, Eric Heinz 5 2020-07-31 10 3.6 562,520 -500 RIWI Corp. Common Shares Pirooz, Robert Pirooz 4 2020-07-24 10 3 2,318,950 -1,300 RIWI Corp. Common Shares Pirooz, Robert Pirooz 4 2020-07-27 10 3 2,311,350 -7,600 RMMI Corp. Common Shares Cheung, Peter 5 2020-07-29 10 0.2851 44,334 -40,000 Roots Corporation Options Scheinfeld, Karuna 5 2020-07-02 00 Narayani Roots Corporation Options Scheinfeld, Karuna 5 2020-07-27 50 50,000 50,000 Narayani Sailfish Royalty Corp. Common Shares Gonzalez, Cesar 4, 5 2020-07-27 10 0.92 85,500 16,750 Sailfish Royalty Corp. Common Shares Leisman, Akiba Jacob 5 2020-07-27 10 1.22 249,000 100,000 Issachar Sailfish Royalty Corp. Common Shares Leisman, Akiba Jacob 5 2020-07-28 10 1.33 306,500 57,500 Issachar Sailfish Royalty Corp. Common Shares Leisman, Akiba Jacob 5 2020-07-29 10 1.46 326,500 20,000 Issachar Sailfish Royalty Corp. Common Shares Van Zoost, Peter 5 2018-01-01 00 Sailfish Royalty Corp. Common Shares Van Zoost, Peter 5 2020-07-27 10 1.33 17,324 17,324 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2019-03-01 38 0.05 -71,740 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2019-07-18 38 0.05 -71,740 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2019-07-18 38 0.05 6,681,210 -717,405 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2020-05-08 37 668,121 -6,013,089 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2019-03-01 38 0.05 71,740 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2019-03-01 38 0.05 11,670,291 717,405 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2020-06-10 10 0.09 18,000

August 6, 2020 (2020), 43 OSCB 6331

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2020-06-10 10 0.09 14,798,791 29,500 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2020-07-17 10 0.175 14,945,291 10,000 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2020-07-20 10 0.175 10,000 Sanatana Resources Inc. Common Shares Miles, Peter Leighton 3, 4, 5 2020-07-24 10 0.23 14,957,291 2,000 Sanatana Resources Inc. Common Shares Smith, Ian Barrowman 4 2020-07-30 11 0.12 577,000 417,000 Sanatana Resources Inc. Warrants Smith, Ian Barrowman 4 2020-07-30 11 0.18 1,808,000 208,000 Sarama Resources Ltd. Common Shares Dinning, Andrew Robert 4 2020-07-24 16 0.11 12,396,552 680,295 Mune Sarama Resources Ltd. Common Shares Zaninovich, Steven Evan 4 2020-07-24 16 0.11 100,000 100,000 Seabridge Gold Inc. Common Shares Gonzalez-Urien, Eliseo 4 2020-07-23 10 19.4 99,765 -10,000 Seabridge Gold Inc. Common Shares Threlkeld, William Earl II 5 2020-07-29 51 11.13 370,597 110,000 Seabridge Gold Inc. Options Threlkeld, William Earl II 5 2020-07-29 51 130,000 -110,000 ShawCor Ltd. Employee Share Unit Anderson, Thomas Young 5 2020-03-19 57 1.01 8,955 -2,954 ShawCor Ltd. Employee Share Unit Anderson, Thomas Young 5 2020-03-20 57 1.04 11,076 ShawCor Ltd. Employee Share Unit Anderson, Thomas Young 5 2020-03-20 57 1.01 2,954 Shopify Inc. Options Lemieux, Jean-Michel 5 2020-07-27 51 62.15 50,531 -3,125 Shopify Inc. Subordinate Voting Lemieux, Jean-Michel 5 2020-07-27 51 62.15 15,876 3,125 Shares Class A Subordinate Voting Shares Shopify Inc. Subordinate Voting Lemieux, Jean-Michel 5 2020-07-27 30 946.17 12,751 -3,125 Shares Class A Subordinate Voting Shares Shopify Inc. Subordinate Voting Lutke, Tobias Albin 4, 5 2020-07-27 30 951.08 105,000 -5,000 Shares Class A Subordinate Voting Shares Silver Bear Resources Plc Ordinary Shares Westdal, Christopher 4 2020-07-28 10 0.22 1,017,544 -74,000 Silver Dollar Resources Inc. Common Shares Smulders, Joseph Jerome 5 2020-04-30 00 500,000 Silver Dollar Resources Inc. Common Shares Smulders, Joseph Jerome 5 2020-07-24 10 0.801 490,000 -10,000 Silver Dollar Resources Inc. Common Shares Smulders, Joseph Jerome 5 2020-07-27 10 0.85 480,000 -10,000 Silver Dollar Resources Inc. Common Shares Smulders, Joseph Jerome 5 2020-07-31 10 0.9 470,000 -10,000 Silver Tiger Metals Inc. Common Shares Jessome, Glenn 5 2020-07-27 16 0.3 108,601 10,000 (formerly Oceanus Resources Corp) Silver Tiger Metals Inc. Common Shares Jessome, Glenn 5 2020-07-27 16 0.3 108,602 10,000 (formerly Oceanus Resources Corp) Silver Tiger Metals Inc. Warrants Jessome, Glenn 5 2010-10-28 00 (formerly Oceanus Resources Corp) Silver Tiger Metals Inc. Warrants Jessome, Glenn 5 2020-07-27 16 5,000 5,000 (formerly Oceanus Resources Corp) Silver Tiger Metals Inc. Warrants Jessome, Glenn 5 2010-10-28 00 (formerly Oceanus Resources Corp) Silver Tiger Metals Inc. Warrants Jessome, Glenn 5 2020-07-20 16 5,000 5,000 (formerly Oceanus Resources Corp) SilverCrest Metals Inc. Common Shares Glanville, Ross Owen 4 2020-07-24 11 13.4 15,859 -100,000 Sixty North Gold Mining Ltd. Common Shares Herchak, Andriyko 4 2018-04-18 16 0.15 1,266,667 166,667 Sixty North Gold Mining Ltd. Common Shares Herchak, Andriyko 4 2020-07-02 16 0.05 1,466,667 200,000 Sixty North Gold Mining Ltd. Warrants Herchak, Andriyko 4 2020-07-02 16 600,000 200,000 SKRR Exploration Inc. Common Shares Dahl, Sherman 4, 5 2020-07-23 10 0.3 5,000 SKRR Exploration Inc. Common Shares Dahl, Sherman 4, 5 2020-07-23 10 0.3 5,000 SKRR Exploration Inc. Common Shares Dahl, Sherman 4, 5 2020-07-23 10 0.295 10,000 SKRR Exploration Inc. Common Shares Dahl, Sherman 4, 5 2020-07-23 10 0.306 1,106,489 30,000 SKRR Exploration Inc. Common Shares Dahl, Sherman 4, 5 2020-07-23 10 0.3 15,000 SKRR Exploration Inc. Common Shares Dahl, Sherman 4, 5 2020-07-23 10 0.31 1,121,489 15,000 Skyharbour Resources Ltd. Common Shares Trimble, Jordan 4 2020-07-29 10 0.165 1,303,750 2,500 Slate Retail REIT Trust Units Class U Units Rouleau, Marc Pierre 4 2020-07-28 00 600 Martin

August 6, 2020 (2020), 43 OSCB 6332

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Sleep Country Canada Common Shares Friesema, David 4 2020-03-13 57 17.13 424,451 16,006 Holdings Inc. Sleep Country Canada Performance Share Units Friesema, David 4 2020-03-11 56 44,082 2,668 Holdings Inc. (PSU) Sleep Country Canada Performance Share Units Friesema, David 4 2020-03-11 57 -16,006 Holdings Inc. (PSU) Sleep Country Canada Performance Share Units Friesema, David 4 2020-03-13 57 28,076 -16,006 Holdings Inc. (PSU) Sleep Country Canada Common Shares Howcroft, Dave 5 2020-03-13 57 17.13 20,390 3,712 Holdings Inc. Sleep Country Canada Performance Share Units Howcroft, Dave 5 2020-03-11 56 22,041 1,334 Holdings Inc. (PSU) Sleep Country Canada Performance Share Units Howcroft, Dave 5 2020-03-13 57 14,038 -8,003 Holdings Inc. (PSU) Sleep Country Canada Common Shares Schaefer, Stewart 5 2020-03-13 57 17.13 284,213 14,405 Holdings Inc. Sleep Country Canada Performance Share Units Schaefer, Stewart 5 2020-03-11 56 39,673 2,401 Holdings Inc. (PSU) Sleep Country Canada Performance Share Units Schaefer, Stewart 5 2020-03-13 57 25,268 -14,405 Holdings Inc. (PSU) Sleep Country Canada Common Shares Solomon, Eric 5 2020-03-13 57 17.13 31,647 2,042 Holdings Inc. Sleep Country Canada Performance Share Units Solomon, Eric 5 2020-03-11 56 5,160 734 Holdings Inc. (PSU) Sleep Country Canada Performance Share Units Solomon, Eric 5 2020-03-13 57 758 -4,402 Holdings Inc. (PSU) Sleep Country Canada Common Shares Will, Sieg 5 2020-03-13 57 17.13 67,143 2,969 Holdings Inc. Sleep Country Canada Performance Share Units Will, Sieg 5 2020-03-11 56 17,632 1,067 Holdings Inc. (PSU) Sleep Country Canada Performance Share Units Will, Sieg 5 2020-03-13 57 11,230 -6,402 Holdings Inc. (PSU) Société d'exploration minière Common Shares Desaulniers, Eric 4 2020-07-23 11 0.1 300,000 100,000 Vior Inc. Société d'exploration minière Common Shares Desaulniers, Eric 4 2020-07-24 11 0.1 100,000 Vior Inc. Société d'exploration minière Warrants Desaulniers, Eric 4 2020-07-23 11 100,000 50,000 Vior Inc. Société d'exploration minière Warrants Desaulniers, Eric 4 2020-07-24 11 50,000 Vior Inc. Société d'exploration minière Common Shares Fedosiewich, Mark Brian 5 2020-07-23 16 0.1 6,487,000 272,000 Vior Inc. Société d'exploration minière Warrants Fedosiewich, Mark Brian 5 2020-07-23 16 0.15 1,636,000 136,000 Vior Inc. Société d'exploration minière Common Shares L'Heureux, Marc 4, 5 2020-07-23 16 0.1 1,325,000 250,000 Vior Inc. Société d'exploration minière Warrants L'Heureux, Marc 4, 5 2020-07-23 16 0.15 225,000 125,000 Vior Inc. Société d'exploration minière Common Shares Tarte, Charles-Olivier 4 2020-07-24 16 160,000 30,000 Vior Inc. Société d'exploration minière Warrants Tarte, Charles-Olivier 4 2017-12-21 00 Vior Inc. Société d'exploration minière Warrants Tarte, Charles-Olivier 4 2020-07-24 16 0.15 15,000 15,000 Vior Inc. Sona Nanotech Inc. Options gross, michael 4 2020-03-17 50 0.6 200,000 Sona Nanotech Inc. Options gross, michael 4 2020-03-17 50 0.6 200,000 Sona Nanotech Inc. Common Shares gross, michael 4 2019-04-25 00 202,855 Sona Nanotech Inc. Common Shares gross, michael 4 2019-04-25 00 91,657 Sona Nanotech Inc. Common Shares gross, michael 4 2019-04-25 00 242,500 Sona Nanotech Inc. Common Shares gross, michael 4 2019-04-25 00 98,792 Sona Nanotech Inc. Options gross, michael 4 2019-04-25 00 Sona Nanotech Inc. Options gross, michael 4 2020-03-17 50 0.6 250,000 250,000 Sonoro Metals Corp. Common Shares MacLeod, Kenneth 4, 5 2020-07-31 54 0.27 4,967,251 45,528 Sonoro Metals Corp. Warrants MacLeod, Kenneth 4, 5 2020-07-31 54 0 -45,528 Sonoro Metals Corp. Common Shares Taylor, James Gordon 4 2020-07-27 10 1,300,000 84,000

August 6, 2020 (2020), 43 OSCB 6333

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Southstone Minerals Limited Common Shares Tucker, Terry Lee 4 2020-07-28 11 50,000 50,000 Southstone Minerals Limited Common Shares van der Loo, Simon 5 2020-07-28 11 0 -50,000 Spanish Mountain Gold Ltd. Common Shares 2176423 Ontario Ltd. 3 2020-07-27 16 0.3 36,666,666 16,666,666 Spanish Mountain Gold Ltd. Warrants 2176423 Ontario Ltd. 3 2020-07-27 16 0.45 36,666,666 16,666,666 Spanish Mountain Gold Ltd. Common Shares Beattie, Morris John 4 2020-07-31 51 3,039,479 200,000 Vreugde Spanish Mountain Gold Ltd. Common Shares Beattie, Morris John 4 2020-07-31 51 3,414,479 375,000 Vreugde Spanish Mountain Gold Ltd. Common Shares Beattie, Morris John 4 2020-08-02 51 3,614,479 200,000 Vreugde Spanish Mountain Gold Ltd. Options Beattie, Morris John 4 2020-07-31 51 0.16 700,000 -200,000 Vreugde Spanish Mountain Gold Ltd. Options Beattie, Morris John 4 2020-07-31 51 0.08 325,000 -375,000 Vreugde Spanish Mountain Gold Ltd. Options Beattie, Morris John 4 2020-08-02 51 0.1 125,000 -200,000 Vreugde Spanish Mountain Gold Ltd. Common Shares Ng, Sharon 5 2019-06-26 00 Spanish Mountain Gold Ltd. Common Shares Ng, Sharon 5 2019-06-26 00 Spanish Mountain Gold Ltd. Common Shares Ng, Sharon 5 2020-07-27 51 0.16 200,000 Spanish Mountain Gold Ltd. Common Shares Ng, Sharon 5 2020-07-30 51 0.16 533,334 200,000 Spanish Mountain Gold Ltd. Options Ng, Sharon 5 2020-07-27 30 0.16 -200,000 Spanish Mountain Gold Ltd. Options Ng, Sharon 5 2020-07-30 30 0.16 500,000 -200,000 Spanish Mountain Gold Ltd. Common Shares Sprott, Eric S. 3 2020-07-27 16 0.3 36,666,666 16,666,666 Spanish Mountain Gold Ltd. Warrants Sprott, Eric S. 3 2020-07-27 16 0.45 36,666,666 16,666,666 Spanish Mountain Gold Ltd. Common Shares Yau, Larry 5 2020-07-24 51 0.16 7,971,237 1,000,000 Spanish Mountain Gold Ltd. Options Yau, Larry 5 2020-07-24 51 0.16 1,000,000 -1,000,000 Sphinx Resources Ltd. Common Shares Viens, Pierre-André 4 2020-07-27 00 24,000 SponsorsOne Inc. Common Shares Beynon, William 4 2020-07-30 47 0.015 800,000 -200,000 Starrex International Ltd. Common Shares Burns, Charles 4 2020-07-24 10 1.45 752,000 5,000 Starrex International Ltd. Common Shares Burns, Charles 4 2020-07-27 10 1.45 757,000 5,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-05-29 10 1.57 603,370 800 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-06-29 10 1.56 603,870 500 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-07-27 10 2.95 603,970 100 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-07-27 10 2.94 605,370 1,400 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-07-21 10 2.65 2,603,877 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-07-21 10 2.65 2,604,877 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-07-21 10 2.69 2,605,877 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 2020-07-27 10 2.94 2,607,377 1,500 Strata-X Energy Ltd. Common Shares Prefontaine, Ronald Francis 4 2020-07-31 10 12,244,283 150,000 Strata-X Energy Ltd. Common Shares Prefontaine, Ronald Francis 4 2020-07-31 10 806,332 50,000 Stroud Resources Ltd. Common Shares 2176423 Ontario Ltd. 3 2019-10-30 16 0.15 13,333,333 9,423,394 Stroud Resources Ltd. Common Shares 2176423 Ontario Ltd. 3 2020-07-30 16 0.4 20,833,333 7,500,000 Stroud Resources Ltd. Warrants 2176423 Ontario Ltd. 3 2019-10-30 16 0.15 4,444,444 3,141,131 Stroud Resources Ltd. Warrants 2176423 Ontario Ltd. 3 2020-07-30 16 0.6 8,194,444 3,750,000 Stroud Resources Ltd. Common Shares Sprott, Eric S. 3 2019-10-30 16 0.15 13,333,333 9,423,394 Stroud Resources Ltd. Common Shares Sprott, Eric S. 3 2020-07-30 16 0.4 20,833,333 7,500,000 Stroud Resources Ltd. Warrants Sprott, Eric S. 3 2019-10-30 16 0.15 4,444,444 3,141,131 Stroud Resources Ltd. Warrants Sprott, Eric S. 3 2020-07-30 16 0.6 8,194,444 3,750,000 SunOpta Inc. Common Shares Engaged Capital, LLC 3 2020-07-15 46 5,189,565 52,234 Sustainable Infrastructure Trust Units Sustainable Infrastructure 1 2020-07-24 38 10.152 396,900 2,500 Dividend Fund Dividend Fund Sustainable Infrastructure Trust Units Sustainable Infrastructure 1 2020-07-27 38 10.189 400,800 3,900 Dividend Fund Dividend Fund Sustainable Infrastructure Trust Units Sustainable Infrastructure 1 2020-07-28 38 10.259 404,200 3,400 Dividend Fund Dividend Fund Sustainable Infrastructure Trust Units Sustainable Infrastructure 1 2020-07-29 38 10.23 408,400 4,200 Dividend Fund Dividend Fund SustainCo Inc. Common Shares Quong, Al 4 2020-07-28 00 Tamarack Valley Energy Ltd. Common Shares Buytels, Steven 5 2020-07-24 10 0.89 515,686 25,000 Tamarack Valley Energy Ltd. Common Shares Christensen, David Keith 5 2020-07-27 57 0.866 503,109 235,657

August 6, 2020 (2020), 43 OSCB 6334

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Tamarack Valley Energy Ltd. Rights Restricted Stock Christensen, David Keith 5 2020-07-27 57 0.866 325,333 -235,657 Units Tamarack Valley Energy Ltd. Common Shares Cruikshank, Ken 5 2020-07-28 10 0.88 281,540 10,500 Tamarack Valley Energy Ltd. Common Shares Cruikshank, Ken 5 2010-06-17 00 30,000 Tamarack Valley Energy Ltd. Common Shares Cruikshank, Ken 5 2020-07-28 10 0.88 63,500 33,500 Tamarack Valley Energy Ltd. Common Shares Screen, Kevin 5 2020-07-24 57 0.9006 689,130 224,323 Tamarack Valley Energy Ltd. Rights Restricted Stock Screen, Kevin 5 2020-07-24 57 0.9006 360,667 -224,323 Units Tamarack Valley Energy Ltd. Common Shares Smith, Marnie 4 2020-04-03 00 Tamarack Valley Energy Ltd. Common Shares Smith, Marnie 4 2020-07-20 10 0.87 16,111 16,111 Tamarack Valley Energy Ltd. Common Shares Smith, Marnie 4 2020-07-23 10 0.89 46,444 30,333 Tamarack Valley Energy Ltd. Common Shares Smith, Marnie 4 2020-04-03 00 Tamarack Valley Energy Ltd. Common Shares Smith, Marnie 4 2020-07-20 10 0.8746 44,444 44,444 Tarku Resources Ltd. Options Employee Lapointe, Bernard 4 2020-07-30 50 830,000 180,000 (formerly ITUNA Capital Incentive Stock Options Corporation) Tarku Resources Ltd. Options Employee Sheppard, Jeff 4, 5 2020-07-30 50 0.11 356,923 180,000 (formerly ITUNA Capital Incentive Stock Options Corporation) Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-24 10 0.105 12,257,250 3,000 Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-24 10 0.11 12,385,250 128,000 Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-27 10 0.09 12,434,250 49,000 Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-27 10 0.1 12,444,250 10,000 Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-27 10 0.105 12,461,250 17,000 Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-27 10 0.115 12,551,250 90,000 Tartisan Nickel Corp. Common Shares Appleby, D. Mark 4, 5 2020-07-28 10 0.115 12,576,250 25,000 Temas Resources Corp. Common Shares Lichtenwald, Konstantin 4 2020-05-12 50 0.1 100,000 Temas Resources Corp. Common Shares Lichtenwald, Konstantin 4 2020-05-12 50 0.1 201,000 200,000 Tembo Gold Corp. Options Benstead, Simon Charles 3, 4, 5 2016-06-21 00 Tembo Gold Corp. Options Benstead, Simon Charles 3, 4, 5 2020-07-27 50 2,000,000 2,000,000 Tembo Gold Corp. Options Cernovitch, Marc 4 2020-07-27 50 500,000 500,000 Tembo Gold Corp. Options Hogel, Frank 4 2016-06-27 00 Tembo Gold Corp. Options Hogel, Frank 4 2020-07-28 50 500,000 500,000 Tembo Gold Corp. Options Scott, Walter David 4, 5 2020-07-27 50 2,000,000 2,000,000 TerraVest Industries Inc. Common Shares Gering, Michael 1 2020-07-28 10 15.6 47,739 -1,700 (formerly TerraVest Capital Inc.) TerraVest Industries Inc. Common Shares Gering, Michael 1 2020-07-29 10 15.6 45,439 -2,300 (formerly TerraVest Capital Inc.) Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3, 4 2020-07-24 10 0.649 25,831,757 23,000 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3, 4 2020-07-27 10 0.65 25,853,257 21,500 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3, 4 2020-07-28 10 0.65 25,883,257 30,000 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3, 4 2020-07-29 10 0.6 25,883,757 500 Tethys Petroleum Limited Common Shares Wells, William Paul Wells 3, 4 2020-07-30 10 0.65 25,893,757 10,000 TFI International Inc. Common Shares Bédard, Alain 4, 5 2020-07-30 51 9.46 4,204,818 55,000 TFI International Inc. Common Shares Bédard, Alain 4, 5 2020-07-30 10 57.15 4,149,818 -55,000 TFI International Inc. Common Shares Bédard, Alain 4, 5 2020-07-30 51 20.18 4,224,818 75,000 TFI International Inc. Common Shares Bédard, Alain 4, 5 2020-07-30 10 57.15 4,149,818 -75,000 TFI International Inc. Options Bédard, Alain 4, 5 2020-07-30 51 1,711,457 -55,000 TFI International Inc. Options Bédard, Alain 4, 5 2020-07-30 51 1,636,457 -75,000 TFI International Inc. Options Saperstein, David Joseph 5 2020-07-27 50 43,367 12,000 TGS Esports Inc. Common Shares Loree, Bryan 4 2020-07-30 11 0.1 1,150,000 200,000 TGS Esports Inc. Warrants Loree, Bryan 4 2018-10-18 00 TGS Esports Inc. Warrants Loree, Bryan 4 2020-07-30 11 0.2 200,000 200,000 The Flowr Corporation Convertible Debentures Core Flow Canada 3 2020-04-27 16 1000 $10,758 (formerly The Needle Capital Holdings Inc. Corp.) The Flowr Corporation Convertible Debentures Core Flow Canada 3 2020-04-27 16 $10,758,000 (formerly The Needle Capital Holdings Inc. Corp.)

August 6, 2020 (2020), 43 OSCB 6335

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed The Flowr Corporation Convertible Debentures Core Flow Canada 3 2020-04-27 16 $11,358,000 $11,358,000 (formerly The Needle Capital Holdings Inc. Corp.) The Flowr Corporation Warrants 2020 Warrants Core Flow Canada 3 2020-04-27 16 18,546,792 (formerly The Needle Capital Holdings Inc. Corp.) The Flowr Corporation Warrants 2020 Warrants Core Flow Canada 3 2020-04-27 16 19,581,192 19,581,192 (formerly The Needle Capital Holdings Inc. Corp.) The Flowr Corporation Convertible Debentures Greif, Kenneth 6 2020-04-27 16 $3,777,913 (formerly The Needle Capital Corp.) The Flowr Corporation Convertible Debentures Greif, Kenneth 6 2020-04-27 16 $3,989,913 $3,989,913 (formerly The Needle Capital Corp.) The Flowr Corporation Warrants 2020 Warrants Greif, Kenneth 6 2020-04-27 16 6,513,122 (formerly The Needle Capital Corp.) The Flowr Corporation Warrants 2020 Warrants Greif, Kenneth 6 2020-04-27 16 6,878,760 6,878,760 (formerly The Needle Capital Corp.) The Flowr Corporation Convertible Debentures Kohane, William 3 2020-04-27 16 $2,280,340 (formerly The Needle Capital Corp.) The Flowr Corporation Convertible Debentures Kohane, William 3 2020-04-27 16 $2,408,340 $2,408,340 (formerly The Needle Capital Corp.) The Flowr Corporation Warrants 2020 Warrants Kohane, William 3 2020-04-27 16 3,931,306 (formerly The Needle Capital Corp.) The Flowr Corporation Warrants 2020 Warrants Kohane, William 3 2020-04-27 16 4,150,942 4,150,942 (formerly The Needle Capital Corp.) Theralase Technologies Inc. Common Shares Dumoulin-White, Roger 3, 4, 5 2020-07-31 10 0.16 7,128,087 62,500 John Therma Bright Inc. Common Shares Woods, David J. 3 2017-02-17 97 0.05 20,000,000 -8,500,000 Therma Bright Inc. Common Shares Woods, David J. 3 2017-04-10 97 0.05 25,617,500 5,617,500 Therma Bright Inc. Common Shares Woods, David J. 3 2017-11-17 97 0.05 30,076,136 4,458,636 Therma Bright Inc. Common Shares Woods, David J. 3 2020-07-29 10 0.2085 14,796,000 -15,280,136 ThreeD Capital Inc. Common Shares 1313366 Ontario Inc. 3 2020-07-22 47 0.2 1,725,000 -50,000 ThreeD Capital Inc. Common Shares Kopman, Jeff 6 2020-07-22 47 0.2 1,725,000 -50,000 ThreeD Capital Inc. Common Shares ThreeD Capital Inc. 1 2020-07-23 38 0.2151 482,000 72,500 ThreeD Capital Inc. Common Shares ThreeD Capital Inc. 1 2020-07-24 38 0.205 488,000 6,000 ThreeD Capital Inc. Common Shares ThreeD Capital Inc. 1 2020-07-27 38 0.2 550,500 62,500 ThreeD Capital Inc. Common Shares ThreeD Capital Inc. 1 2020-07-29 38 0.2309 591,500 41,000 Titan Medical Inc. Options Serafino, Domenic 4 2018-06-28 00 Titan Medical Inc. Options Serafino, Domenic 4 2020-02-11 00 Titan Mining Corporation Common Shares Wagenaar, Jacqueline 5 2020-07-29 10 0.22 150,000 150,000 Total Energy Services Inc. Options Danyluk, Cam 5 2020-07-29 52 14.13 315,000 -135,000 Total Energy Services Inc. Options Gorbach, Yuliya 5 2020-07-29 52 14.13 315,000 -135,000 Total Energy Services Inc. Options Halyk, Daniel Kim 4, 5 2020-07-29 52 14.13 375,000 -175,000 Total Energy Services Inc. Options Kosich, William John 5 2020-07-29 52 14.13 315,000 -135,000 George Total Energy Services Inc. Options Macson, Bradley John 5 2020-07-30 52 14.13 315,000 -135,000 TransAlta Renewables Inc. DSU (Deferred Share Drinkwater, David William 4 2020-07-31 56 15.6 28,453 142 Units) TransAlta Renewables Inc. DSU (Deferred Share Hagerman, Allen R. 4 2020-07-31 56 15.6 29,945 150 Units) Transcontinental Inc. Participation Units Brues, Peter 4 2020-07-26 56 14.73 16,115 2,240 d'actions différées (UAD- administrateurs) / (DSU- directors) Transcontinental Inc. Participation Units Cote, Jacynthe 4 2020-07-26 56 14.73 28,841 2,325 d'actions différées (UAD- administrateurs) / (DSU- directors)

August 6, 2020 (2020), 43 OSCB 6336

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Transcontinental Inc. Participation Units Leduc, Yves 4 2020-07-26 56 14.73 17,181 1,782 d'actions différées (UAD- administrateurs) / (DSU- directors) Transcontinental Inc. Participation Units Martini, Anna 4 2020-07-26 56 14.73 62,228 2,037 d'actions différées (UAD- administrateurs) / (DSU- directors) Transcontinental Inc. Participation Units Plourde, Mario 4 2020-07-26 56 14.73 30,958 1,918 d'actions différées (UAD- administrateurs) / (DSU- directors) Transcontinental Inc. Participation Units Raymond, Jean 4 2020-07-26 56 14.73 20,621 1,816 d'actions différées (UAD- administrateurs) / (DSU- directors) Transcontinental Inc. Participation Units Thabet, Annie 4 2020-07-26 56 14.73 18,934 1,001 d'actions différées (UAD- administrateurs) / (DSU- directors) Treasury Metals Inc. Common Shares Henderson, Marc Charles 4 2020-07-24 51 0.4 6,070,148 50,000 Treasury Metals Inc. Common Shares Henderson, Marc Charles 4 2020-07-29 10 0.54 6,120,148 50,000 Treasury Metals Inc. Options Henderson, Marc Charles 4 2020-07-24 51 0.4 800,000 -50,000 Trez Capital Senior Class A Shares Stratton, Neil 3 2020-07-27 10 2.44 1,355,833 -100 Mortgage Investment Corporation Trez Capital Senior Class A Shares Stratton, Neil 3 2020-07-27 10 2.44 1,355,533 -300 Mortgage Investment Corporation Trez Capital Senior Class A Shares Stratton, Neil 3 2020-07-27 10 2.43 1,295,433 -60,100 Mortgage Investment Corporation Trez Capital Senior Class A Shares Stratton, Neil 3 2020-07-27 10 2.43 1,294,433 -1,000 Mortgage Investment Corporation Trez Capital Senior Class A Shares Stratton, Neil 3 2020-07-27 10 2.43 1,293,933 -500 Mortgage Investment Corporation Trillion Energy International Common Shares Halleran, Arthur Alvin 4, 5 2020-06-30 30 2,843,434 150,000 Inc. (formerly Park Place Energy Inc.) Trillion Energy International Common Shares Halleran, Arthur Alvin 4, 5 2020-07-14 46 0.06 5,203,434 2,360,000 Inc. (formerly Park Place Energy Inc.) Trillion Energy International Options Halleran, Arthur Alvin 4, 5 2020-07-14 50 0.08 2,470,000 320,000 Inc. (formerly Park Place Energy Inc.) Trillion Energy International Warrants Halleran, Arthur Alvin 4, 5 2020-06-30 53 0.12 3,744,217 2,360,000 Inc. (formerly Park Place Energy Inc.) Triumph Gold Corp. Common Shares Patel, Rakesh 5 2020-07-24 16 0.2 100,000 100,000 Triumph Gold Corp. Warrants Warrants Patel, Rakesh 5 2020-07-24 16 0.3 100,000 100,000 Ubique Minerals Limited Common Shares Cullingham, Paul Winston 3 2020-07-22 10 0.035 5,636,876 -12,000 Ucore Rare Metals Inc. Common Shares DINWOODIE, Tyler Wayne 5 2020-07-20 10 0.125 2,411,609 -588,391 Paul Ucore Rare Metals Inc. Common Shares DINWOODIE, Tyler Wayne 5 2020-07-21 10 0.125 2,236,109 -175,500 Paul Ucore Rare Metals Inc. Common Shares DINWOODIE, Tyler Wayne 5 2020-07-22 10 0.125 2,122,109 -114,000 Paul Ucore Rare Metals Inc. Common Shares DINWOODIE, Tyler Wayne 5 2020-07-23 10 0.125 1,942,609 -179,500 Paul Unigold Inc. Common Shares 2176423 Ontario Ltd. 3 2020-07-24 54 0.15 18,900,000 5,000,000 Unigold Inc. Warrants 2176423 Ontario Ltd. 3 2020-07-24 54 0.15 1,950,000 -5,000,000 Unigold Inc. Common Shares Del Campo, Joseph 4 2020-07-23 51 0.1 171,500 150,000 Unigold Inc. Options Del Campo, Joseph 4 2020-07-23 51 0.1 600,000 -150,000 Unigold Inc. Common Shares Hamilton, Joseph Andrew 4 2020-07-27 10 0.52 728,930 -50,000 Unigold Inc. Common Shares Lacoste, Jean-Marc 4 2019-07-08 00 Unigold Inc. Common Shares Lacoste, Jean-Marc 4 2020-07-30 52 0.2 150,000 150,000

August 6, 2020 (2020), 43 OSCB 6337

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Unigold Inc. Options Lacoste, Jean-Marc 4 2020-07-30 51 0.2 0 -150,000 Unigold Inc. Common Shares Sprott, Eric S. 3 2020-07-24 54 0.15 18,900,000 5,000,000 Unigold Inc. Warrants Sprott, Eric S. 3 2020-07-24 54 0.15 1,950,000 -5,000,000 Urbanimmersive Inc. Common Shares Pinstein, Alan 3 2020-07-28 10 0.055 1,183,333 -123,018 Urbanimmersive Inc. Common Shares Pinstein, Alan 3 2020-07-31 10 0.055 1,083,333 -100,000 Veritas Pharma Inc. Common Shares Standish, Nick 4 2020-07-28 10 0.121 38,790 -12,500 Veritas Pharma Inc. Common Shares Standish, Nick 4 2020-07-28 10 0.115 25,790 -13,000 Veritas Pharma Inc. Common Shares Standish, Nick 4 2020-07-28 10 0.12 20,790 -5,000 Veritas Pharma Inc. Common Shares Standish, Nick 4 2020-07-28 10 0.11 1,000 -19,790 Veritas Pharma Inc. Common Shares Standish, Nick 4 2020-07-28 10 0.105 500 -500 Veritas Pharma Inc. Common Shares Standish, Nick 4 2020-07-28 10 0.075 0 -500 VersaBank Common Shares Linton, Arthur Robert 4 2020-07-29 10 6.7 3,100 100 VersaBank Common Shares Oliver, Paul G. 4 2020-07-24 10 6.75 4,625 1,700 VersaBank Common Shares Oliver, Paul G. 4 2020-07-29 10 6.78 5,925 1,300 VersaBank Common Shares TAYLOR, DAVID ROY 4, 5 2020-07-24 10 6.92 34,500 1,500 VersaBank Common Shares TAYLOR, DAVID ROY 4, 5 2020-07-24 10 6.93 35,000 500 Versus Systems Inc. Options Chin, Kelsey 5 2020-07-24 50 392,500 130,000 Versus Systems Inc. Options Finster, Craig 5 2020-07-24 50 1,530,000 405,000 Versus Systems Inc. Options Gahagan, Michelle 4 2016-06-30 00 Versus Systems Inc. Options Gahagan, Michelle 4 2020-07-24 50 20,000 20,000 Versus Systems Inc. Options Peachey, Jon Alexander 5 2020-07-24 50 1,530,000 320,000 Versus Systems Inc. Options Peymani, Keyvan 4 2020-07-24 50 1,830,000 30,000 Versus Systems Inc. Options Pierce, Matthew 4, 5 2020-07-24 50 640,000 30,000 Versus Systems Inc. Options Tingle, Brian 4 2020-07-24 50 470,000 20,000 Versus Systems Inc. Options Vlasic, Paul 4 2020-07-24 50 470,000 20,000 Vireo Health International, Subordinate Voting Linton, Bruce 3 2020-07-21 10 0.7827 1,325,215 -43,000 Inc. (formerly Darien Shares Business Development Corp.) Vireo Health International, Subordinate Voting Linton, Bruce 3 2020-07-22 10 0.79 1,302,715 -22,500 Inc. (formerly Darien Shares Business Development Corp.) Vista Gold Corp. Phantom Stock Earnest, Frederick H. 5 2020-07-25 59 38,000 -38,000 Vista Gold Corp. Phantom Stock Rozelle, John W. 5 2020-07-25 59 10,666 -10,667 ViveRE Communities Inc. Common Shares Turner, Thomas Richard 4 2020-03-19 10 0.215 5,000 ViveRE Communities Inc. Common Shares Turner, Thomas Richard 4 2020-03-19 10 0.2015 10,000 5,000 ViveRE Communities Inc. Common Shares Turner, Thomas Richard 4 2020-03-24 10 0.22 5,000 ViveRE Communities Inc. Common Shares Turner, Thomas Richard 4 2020-03-24 10 0.22 5,000 Vizsla Resources Corp. Common Shares 2176423 Ontario Ltd. 3 2020-07-30 00 Vizsla Resources Corp. Common Shares 2176423 Ontario Ltd. 3 2020-07-30 16 1.87 5,348,000 5,348,000 Vizsla Resources Corp. Warrants 2176423 Ontario Ltd. 3 2020-07-30 00 Vizsla Resources Corp. Warrants 2176423 Ontario Ltd. 3 2020-07-30 16 2.4 5,348,000 5,348,000 Vizsla Resources Corp. Common Shares Parry, Craig Andrew 4 2020-07-30 16 1.87 4,075,818 20,000 Vizsla Resources Corp. Warrants Parry, Craig Andrew 4 2020-07-30 16 2.4 2,686,667 20,000 Vizsla Resources Corp. Common Shares Sprott, Eric S. 3 2020-07-30 00 Vizsla Resources Corp. Common Shares Sprott, Eric S. 3 2020-07-30 16 1.87 5,348,000 5,348,000 Vizsla Resources Corp. Warrants Sprott, Eric S. 3 2020-07-30 00 Vizsla Resources Corp. Warrants Sprott, Eric S. 3 2020-07-30 16 2.4 5,348,000 5,348,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 2020-07-27 10 0.05 13,770,510 9,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 2020-07-28 10 0.05 13,803,510 33,000 Volcanic Gold Mines Inc Common Shares Bales, Kevin 5 2017-03-27 00 Volcanic Gold Mines Inc Common Shares Bales, Kevin 5 2020-07-27 16 0.25 5,000 5,000 Volcanic Gold Mines Inc Warrants Bales, Kevin 5 2017-03-27 00 Volcanic Gold Mines Inc Warrants Bales, Kevin 5 2020-07-27 16 0.3 2,500 2,500 Volcanic Gold Mines Inc Common Shares Iverson, Michael Alexander 4 2020-07-27 16 0.25 748,350 400,000 Volcanic Gold Mines Inc Warrants Iverson, Michael Alexander 4 2020-07-27 16 200,000 200,000 Volcanic Gold Mines Inc Common Shares Povey, Michael 4, 5 2020-07-27 16 0.25 16,000 16,000 Volcanic Gold Mines Inc Warrants Povey, Michael 4, 5 2020-05-06 00 Volcanic Gold Mines Inc Warrants Povey, Michael 4, 5 2020-07-27 16 8,000 8,000

August 6, 2020 (2020), 43 OSCB 6338

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Volcanic Gold Mines Inc Common Shares Ridgway, Simon T.P. 4 2020-07-27 16 0.25 1,350,738 600,000 Volcanic Gold Mines Inc Warrants Ridgway, Simon T.P. 4 2020-07-27 16 300,000 300,000 Volcanic Gold Mines Inc Common Shares Silvercorp Metals Inc. 3 2020-07-28 00 Volcanic Gold Mines Inc Common Shares Silvercorp Metals Inc. 3 2020-07-28 11 0.25 5,692,172 5,692,172 Volcanic Gold Mines Inc Warrants Silvercorp Metals Inc. 3 2020-07-28 00 Volcanic Gold Mines Inc Warrants Silvercorp Metals Inc. 3 2020-07-28 11 0.3 2,846,086 2,846,086 Volcanic Gold Mines Inc Common Shares Straw, Charles 4, 5 2020-05-06 00 Volcanic Gold Mines Inc Common Shares Straw, Charles 4, 5 2020-07-27 16 0.25 40,000 40,000 Volcanic Gold Mines Inc Warrants Straw, Charles 4, 5 2020-05-06 00 Volcanic Gold Mines Inc Warrants Straw, Charles 4, 5 2020-07-27 16 20,000 20,000 Voleo Trading Systems Inc. Common Shares Sujir, Jay 4 2020-05-12 37 49,866 -448,800 Voleo Trading Systems Inc. Common Shares Sujir, Jay 4 2020-05-12 37 1,082,863 -9,745,771 Voleo Trading Systems Inc. Common Shares Sujir, Jay 4 2020-05-12 37 15,000 -135,000 Voleo Trading Systems Inc. Options Sujir, Jay 4 2019-12-08 52 292,500 -212,500 Voleo Trading Systems Inc. Options Sujir, Jay 4 2020-05-12 37 0 -292,500 Voleo Trading Systems Inc. Options Sujir, Jay 4 2020-05-12 37 29,250 29,250 Voleo Trading Systems Inc. Options Sujir, Jay 4 2020-07-16 52 0 -29,250 Voleo Trading Systems Inc. Options Sujir, Jay 4 2020-07-29 50 125,000 125,000 Wall Financial Corporation. Common Shares BJW Capital Ltd. 3 2020-07-28 10 18.5 3,674,860 200 Wall Financial Corporation. Common Shares BJW Capital Ltd. 3 2020-07-29 10 18.5 3,675,760 900 Wall Financial Corporation. Common Shares BJW Capital Ltd. 3 2020-07-30 10 18.5 3,676,660 900 Wallbridge Mining Company Common Shares HOLMES, WILLIAM 4 2020-07-31 51 0.085 2,128,500 125,000 Limited WARREN Wallbridge Mining Company Options HOLMES, WILLIAM 4 2020-07-31 51 0.085 480,000 -125,000 Limited WARREN Waste Connections, Inc. Common Shares Hall, David M 5 2016-06-01 00 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2016-06-01 00 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2016-06-01 00 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2016-06-01 00 9,980 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2017-06-19 37 6,890 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2017-06-19 37 4,555 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2017-06-19 37 6,570 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Common Shares Hall, David M 5 2017-06-19 37 19,966 6,655 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Performance Share Units Hall, David M 5 2020-02-24 57 -6,232 (formerly Progressive Waste Solutions Ltd.) Waste Connections, Inc. Performance Share Units Hall, David M 5 2020-02-24 57 16,837 -6,232 (formerly Progressive Waste Solutions Ltd.) WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units

August 6, 2020 (2020), 43 OSCB 6339

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2019-12-20 00 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2020-07-20 56 127,500 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2020-07-20 56 127,500 Units WeedMD Inc. Rights Deferred Share KING, GEORGE EDMUND 4 2020-07-20 56 127,500 127,500 Units WeedMD Inc. Rights Deferred Share Pesner, Michael 4 2018-09-05 00 Units WeedMD Inc. Rights Deferred Share Pesner, Michael 4 2020-07-21 00 Units WeedMD Inc. Common Shares Scorsis, George 4, 5 2020-07-28 10 0.375 23,850 6,000 WeedMD Inc. (formerly Common Shares Pesner, Michael 4 2018-09-05 00 Aumento Capital V Corporation) WeedMD Inc. (formerly Common Shares Pesner, Michael 4 2020-07-21 00 Aumento Capital V Corporation) WeedMD Inc. (formerly Options Pesner, Michael 4 2018-09-05 00 Aumento Capital V Corporation) WeedMD Inc. (formerly Options Pesner, Michael 4 2020-07-21 00 Aumento Capital V Corporation) WeedMD Inc. (formerly Warrants Pesner, Michael 4 2018-09-05 00 Aumento Capital V Corporation) WeedMD Inc. (formerly Warrants Pesner, Michael 4 2020-07-21 00 Aumento Capital V Corporation) West Vault Mining Inc. Common Shares Falcon, Kevin Matthew 4 2020-07-24 10 1.41 28,033 3,500 Western Copper and Gold Common Shares Corman, Francis Dale 4, 5 2020-07-27 51 1.59 6,410,000 100,000 Corporation Western Copper and Gold Options Corman, Francis Dale 4, 5 2020-07-24 51 0.5 700,000 -100,000 Corporation Western Copper and Gold Common Shares West-Sells, Paul George 5 2020-07-27 51 0.5 580,000 100,000 Corporation Western Copper and Gold Common Shares West-Sells, Paul George 5 2020-07-27 10 1.58 550,000 -30,000 Corporation Western Copper and Gold Options West-Sells, Paul George 5 2020-07-27 51 0.5 700,000 -100,000 Corporation Western Energy Services Common Shares Armoyan, Sime 3 2020-07-23 10 0.25 16,675,500 15,000 Corp. WildBrain Ltd. (formerly, Rights Restricted Share Ames, Aaron 5 2020-07-15 56 1.1857 48,619 25,107 DHX Media Ltd.) Units (Common Voting) WildBrain Ltd. (formerly, Rights Restricted Share Bishop, James William 5 2020-07-15 56 1.1857 21,229 10,542 DHX Media Ltd.) Units (Common Voting) WildBrain Ltd. (formerly, Rights Restricted Share Ellenbogen, Eric 4 2020-07-15 56 0.88 1,642,668 69,913 DHX Media Ltd.) Units (Variable Voting) WildBrain Ltd. (formerly, Rights Restricted Share Loi, Anne H. 5 2020-07-15 56 1.1857 29,721 14,759 DHX Media Ltd.) Units (Common Voting) WildBrain Ltd. (formerly, Rights Restricted Share Scherba, Joshua Charles 5 2020-07-15 56 1.1857 34,952 17,852 DHX Media Ltd.) Units (Common Voting) Windfall Geotek Inc. Warrants Tribble, Nathan Aaron 4 2020-07-16 00 150,000 WPD Pharmaceuticals Inc. Options Corcoran, Liam Lake 5 2020-01-13 50 0.86 700,000 WPD Pharmaceuticals Inc. Options Corcoran, Liam Lake 5 2020-01-13 50 0.86 700,000 Yamana Gold Inc. Deferred Share Unit Begeman, John A. 4 2020-07-30 56 219,665 3,302 Yamana Gold Inc. Deferred Share Unit BERGEVIN, Christiane 4 2020-07-30 56 343,884 6,605 Yamana Gold Inc. Deferred Share Unit Davidson, Alexander John 4 2020-07-30 56 250,570 3,302 Yamana Gold Inc. Deferred Share Unit Graff, Richard P 4 2020-07-30 56 219,665 3,302 Yamana Gold Inc. Deferred Share Unit Keating, Kimberly 4 2020-07-30 56 192,291 3,302 Yamana Gold Inc. Common Shares LeBlanc, Jason 5 2020-07-27 10 9.08 116,086 -50,000 Yamana Gold Inc. Deferred Share Unit Sadowsky, Jane 4 2020-07-30 56 343,884 6,605

August 6, 2020 (2020), 43 OSCB 6340

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Yamana Gold Inc. Deferred Share Unit Titaro, Dino 4 2020-07-30 56 219,665 3,302 Yorbeau Resources Inc. Common Shares Class A Jacobsen, John 4 2020-07-27 00 Yorbeau Resources Inc. Options Jacobsen, John 4 2020-07-27 00 Yorbeau Resources Inc. Options Jacobsen, John 4 2020-07-27 50 0.065 500,000 500,000 Yorbeau Resources Inc. Warrants Jacobsen, John 4 2020-07-27 00 Yorbeau Resources Inc. Common Shares Class A Kocisko, Terry 4 2020-07-27 51 0.04 1,910,476 300,000 Yorbeau Resources Inc. Options Kocisko, Terry 4 2020-07-27 51 0.04 1,500,000 -300,000 Yorbeau Resources Inc. Options Lépine, Sylvain 5 2020-07-13 50 0.055 900,000 500,000 Zinc8 Energy Solutions Inc. Common Shares Zimtu Capital Corp. 3 2020-07-24 10 0.16 7,318,279 -1,862,000 Zonetail Inc. Options Farr, J. Errol 5 2020-07-29 50 0.05 2,500,000 1,500,000 Zonetail Inc. Options Holmes, Mark William 4, 5 2018-12-28 50 0.18 1,180,000 1,000,000 Zonetail Inc. Options Holmes, Mark William 4, 5 2020-07-29 50 0.05 4,180,000 3,000,000 Zonetail Inc. Options Scott, Paul Alexander 4 2020-07-29 50 0.05 1,180,000 1,000,000

August 6, 2020 (2020), 43 OSCB 6341

Insider Reporting

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August 6, 2020 (2020), 43 OSCB 6342

Chapter 11

IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name: Issuer Name: Premium Income Corporation Axiom All Equity Portfolio Principal Regulator - Ontario Axiom Balanced Growth Portfolio Type and Date: Axiom Balanced Income Portfolio Preliminary Shelf Prospectus (NI 44-102) dated July 28, Axiom Canadian Growth Portfolio 2020 Axiom Diversified Monthly Income Portfolio NP 11-202 Preliminary Receipt dated July 28, 2020 Axiom Foreign Growth Portfolio Offering Price and Description: Axiom Global Growth Portfolio Maximum: $300,000,000 - Preferred Shares and Class A Axiom Long-Term Growth Portfolio Shares Renaissance Canadian All-Cap Equity Fund Price: $12.50 per Preferred Shares and $3.50 per Class A Renaissance Canadian Balanced Fund Shares Renaissance Canadian Bond Fund Underwriter(s) or Distributor(s): Renaissance Canadian Core Value Fund N/A Renaissance Canadian Dividend Fund Promoter(s): Renaissance Canadian Equity Private Pool N/A Renaissance Canadian Fixed Income Private Pool Project #3087720 Renaissance Canadian Growth Fund Renaissance Canadian Monthly Income Fund ______Renaissance Canadian Small-Cap Fund Issuer Name: Renaissance Canadian T-Bill Fund GreenWise Balanced Portfolio Renaissance China Plus Fund GreenWise Conservative Portfolio Renaissance Corporate Bond Fund GreenWise Growth Portfolio Renaissance Diversified Income Fund Principal Regulator – Quebec Renaissance Emerging Markets Equity Private Pool Type and Date: Renaissance Emerging Markets Fund Preliminary Simplified Prospectus dated Jul 29, 2020 Renaissance Equity Income Private Pool NP 11-202 Preliminary Receipt dated Jul 30, 2020 Renaissance Flexible Yield Fund Offering Price and Description: Renaissance Floating Rate Income Fund Class F Units, Class A Units and Class P Units Renaissance Global Bond Fund Underwriter(s) or Distributor(s): Renaissance Global Bond Private Pool N/A Renaissance Global Equity Private Pool Promoter(s): Renaissance Global Focus Currency Neutral Fund N/A Renaissance Global Focus Fund Project #3088531 Renaissance Global Growth Currency Neutral Fund Renaissance Global Growth Fund ______Renaissance Global Health Care Fund Issuer Name: Renaissance Global Infrastructure Currency Neutral Fund Evolve Future Leadership Fund Renaissance Global Infrastructure Fund Principal Regulator – Ontario Renaissance Global Markets Fund Type and Date: Renaissance Global Real Estate Currency Neutral Fund Preliminary Long Form Prospectus dated Jul 27, 2020 Renaissance Global Real Estate Fund NP 11-202 Preliminary Receipt dated Jul 28, 2020 Renaissance Global Science & Technology Fund Offering Price and Description: Renaissance Global Small-Cap Fund USD Unhedged ETF Units, Hedged ETF Units and Renaissance Global Value Fund Unhedged ETF Units Renaissance High Income Fund Underwriter(s) or Distributor(s): Renaissance High-Yield Bond Fund N/A Renaissance International Dividend Fund Promoter(s): Renaissance International Equity Currency Neutral Fund N/A Renaissance International Equity Fund Project #3087105 Renaissance International Equity Private Pool Renaissance Money Market Fund ______Renaissance Multi-Asset Global Balanced Income Private Pool Renaissance Multi-Asset Global Balanced Private Pool Renaissance Multi-Sector Fixed Income Private Pool

August 6, 2020 (2020), 43 OSCB 6343

IPOs, New Issues and Secondary Financings

Renaissance Optimal Conservative Income Portfolio Issuer Name: Renaissance Optimal Global Equity Currency Neutral Desjardins Alt Long/Short Equity Market Neutral ETF Fund Portfolio Principal Regulator – Quebec Renaissance Optimal Global Equity Portfolio Type and Date: Renaissance Optimal Growth & Income Portfolio Preliminary Simplified Prospectus dated Jun 26, 2020 Renaissance Optimal Income Portfolio NP 11-202 Final Receipt dated Jul 29, 2020 Renaissance Optimal Inflation Opportunities Portfolio Offering Price and Description: Renaissance Real Assets Private Pool - Renaissance Real Return Bond Fund Underwriter(s) or Distributor(s): Renaissance Short-Term Income Fund N/A Renaissance U.S. Dollar Corporate Bond Fund Promoter(s): Renaissance U.S. Dollar Diversified Income Fund N/A Renaissance U.S. Equity Currency Neutral Private Pool Project #3050215 Renaissance U.S. Equity Fund Renaissance U.S. Equity Growth Currency Neutral Fund ______Renaissance U.S. Equity Growth Fund Issuer Name: Renaissance U.S. Equity Income Fund Epoch Global Equity Class Renaissance U.S. Equity Private Pool Epoch Global Equity Fund Renaissance U.S. Equity Value Fund Epoch Global Shareholder Yield Fund Renaissance U.S. Money Market Fund Epoch International Equity Fund Renaissance Ultra Short-Term Income Private Pool Epoch U.S. Blue Chip Equity Currency Neutral Fund Principal Regulator – Ontario Epoch U.S. Blue Chip Equity Fund Type and Date: Epoch U.S. Large-Cap Value Class Combined Preliminary and Pro Forma Simplified Epoch U.S. Large-Cap Value Fund Prospectus dated Jul 27, 2020 Epoch U.S. Shareholder Yield Fund NP 11-202 Final Receipt dated Jul 29, 2020 TD Advantage Balanced Growth Portfolio Offering Price and Description: TD Advantage Balanced Income Portfolio Class FH-Premium units, Class T4 units, Class N-Premium TD Advantage Balanced Portfolio T4 units, Class T6 units, Class A units, Class FH units, TD Balanced Growth Fund Class FT4 units, Class NH-Premium units, Class F units, TD Balanced Index Fund Class S units, Premium-T4 Class units, Class C units, TD Canadian Blue Chip Dividend Fund Class H-Premium T4 units, Class HT6 units, Class F- TD Canadian Bond Fund Premium T6 units, Class NH-Premium T4 units, Class OH TD Canadian Bond Index Fund units, Class H units, Class FH-Premium T6 units, Premium TD Canadian Core Plus Bond Fund T4 Class units, Class FHT6 units, Class N-Premium units, TD Canadian Corporate Bond Fund Class N-Premium T6 units, Class F-Premium units, Class TD Canadian Diversified Yield Fund HT4 units, Class H-Premium units, Class A (Pools) units, TD Canadian Equity Class Class O units, Premium Class units, Premium-T6 Class TD Canadian Equity Fund units, Class FH-Premium T4 units, Class H-Premium T6 TD Canadian Equity Pool units, Class FT6 units, Class F Premium units, Class FHT4 TD Canadian Equity Pool Class units, Class NH-Premium T6 units, Class I units and Class TD Canadian Index Fund F-Premium T4 units TD Canadian Large-Cap Equity Fund Underwriter(s) or Distributor(s): TD Canadian Low Volatility Class N/A TD Canadian Low Volatility Fund Promoter(s): TD Canadian Money Market Fund N/A TD Canadian Small-Cap Equity Class Project #3071450 TD Canadian Small-Cap Equity Fund TD China Income & Growth Fund (formerly TD Asian ______Growth Fund) TD Comfort Aggressive Growth Portfolio TD Comfort Balanced Growth Portfolio TD Comfort Balanced Income Portfolio TD Comfort Balanced Portfolio TD Comfort Conservative Income Portfolio TD Comfort Growth Portfolio TD Corporate Bond Plus Fund TD Diversified Monthly Income Fund TD Dividend Growth Class TD Dividend Growth Fund TD Dividend Income Class TD Dividend Income Fund TD Dow Jones Industrial Average Index Fund TD Emerging Markets Class

August 6, 2020 (2020), 43 OSCB 6344

IPOs, New Issues and Secondary Financings

TD Emerging Markets Fund TD U.S. Small-Cap Equity Fund TD Emerging Markets Low Volatility Fund TD Ultra Short Term Bond Fund TD European Index Fund TD US$ Retirement Portfolio TD Fixed Income Pool Principal Regulator - Ontario TD Global Balanced Opportunities Fund Type and Date: TD Global Conservative Opportunities Fund Combined Preliminary and Pro Forma Simplified TD Global Core Plus Bond Fund Prospectus dated Jul 29, 2020 TD Global Entertainment & Communications Fund NP 11-202 Final Receipt dated Jul 30, 2020 (formerly TD Entertainment & Communications Fund) Offering Price and Description: TD Global Equity Focused Fund O-Series, D-Series, Private Series, Investor Series, TD Global Equity Pool Institutional Series Securities, D-Series Securities, T8 TD Global Equity Pool Class Series Securities, e-Series Securities, FT5 Series TD Global Income Fund Securities, F-Series Securities, Institutional Series, T5 TD Global Low Volatility Class Series Securities, O-Series Securities, Advisor Series, TD Global Low Volatility Fund Advisor Series Securities, Premium Series Securities, H8 TD Global Risk Managed Equity Class Series Securities, Private-EM Series Securities, Investor TD Global Risk Managed Equity Fund Series Securities, W-Series Securities, Private Series TD Global Tactical Monthly Income Fund (formerly TD Securities, H5 Series Securities, FT8 Series Securities and Strategic Yield Fund) F-Series TD Global Unconstrained Bond Fund Underwriter(s) or Distributor(s): TD Health Sciences Fund N/A TD High Yield Bond Fund Promoter(s): TD Income Advantage Portfolio N/A TD International Growth Class Project #3071000 TD International Index Currency Neutral Fund TD International Index Fund ______TD International Stock Fund TD Monthly Income Fund TD Nasdaq Index Fund TD North American Dividend Fund TD North American Small-Cap Equity Fund TD North American Sustainability Balanced Fund TD North American Sustainability Equity Fund TD Precious Metals Fund TD Premium Money Market Fund TD Real Return Bond Fund TD Resource Fund TD Retirement Balanced Portfolio TD Retirement Conservative Portfolio TD Risk Management Pool TD Science & Technology Fund TD Short Term Bond Fund TD Short Term Investment Class TD Tactical Monthly Income Class TD Tactical Monthly Income Fund TD Tactical Pool TD Tactical Pool Class TD U.S. Blue Chip Equity Fund TD U.S. Corporate Bond Fund TD U.S. Dividend Growth Fund TD U.S. Equity Portfolio TD U.S. Index Currency Neutral Fund TD U.S. Index Fund TD U.S. Low Volatility Fund TD U.S. Mid-Cap Growth Class TD U.S. Mid-Cap Growth Fund TD U.S. Money Market Fund TD U.S. Monthly Income Fund TD U.S. Monthly Income Fund - C$ TD U.S. Quantitative Equity Fund TD U.S. Risk Managed Equity Class TD U.S. Risk Managed Equity Fund

August 6, 2020 (2020), 43 OSCB 6345

IPOs, New Issues and Secondary Financings

NON-INVESTMENT FUNDS

Issuer Name: Issuer Name: Adventus Mining Corporation CanBud Distribution Corp. (formerly, Cannabis Clonal Principal Regulator - Ontario Corporation) Type and Date: Type and Date: Preliminary Short Form Prospectus dated July 31, 2020 Amendment dated July 29, 2020 to Preliminary Long Form NP 11-202 Preliminary Receipt dated July 31, 2020 Prospectus dated April 30, 2020 Offering Price and Description: (Preliminary) Receipted on July 30, 2020 C$35,000,057.00 Offering Price and Description: 27,559,100 Common Shares - $1.27 per Offered Share Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): - RAYMOND JAMES LTD. Promoter(s): HAYWOOD SECURITIES INC. Robert Tjandra NATIONAL BANK FINANCIAL INC. Rajkumar (Raj) Ravindran CORMARK SECURITIES INC. Project #3080982 BMO NESBITT BURNS INC. EIGHT CAPITAL ______LAURENTIAN BANK SECURITIES INC. Issuer Name: Promoter(s): High Mountain 2 Capital Corporation - Principal Regulator - Alberta Project #3087910 Type and Date: Preliminary CPC Prospectus dated July 29, 2020 ______NP 11-202 Preliminary Receipt dated July 29, 2020 Issuer Name: Offering Price and Description: Alpha Lithium Corporation Minimum Offering: $300,000.00 (3,000,000 Common Principal Regulator - British Columbia Shares) Type and Date: Maximum Offering: $350,000.00 (3,500,000 Common Preliminary Short Form Prospectus dated July 29, 2020 Shares) NP 11-202 Preliminary Receipt dated July 29, 2020 Price: $0.10 per common share Offering Price and Description: Underwriter(s) or Distributor(s): $5,000,001.50 - 7,692,310 Units HAYWOOD SECURITIES INC. Consisting of 7,692,310 Common Shares and 7,692,310 Promoter(s): Warrants William A. Kanters Price: $0.65 per Unit Project #3088601 Underwriter(s) or Distributor(s): Leede Jones Gable Inc. ______Promoter(s): Issuer Name: - Mount Logan Capital Inc. (formerly, Marret Resource Corp.) Project #3088703 Principal Regulator - Ontario Type and Date: ______Preliminary Short Form Prospectus dated July 31, 2020 Issuer Name: NP 11-202 Preliminary Receipt dated July 31, 2020 Amarillo Gold Corporation Offering Price and Description: Principal Regulator - Ontario $25,000,000.00 Type and Date: * Common Shares Preliminary Short Form Prospectus dated July 28, 2020 $* per Common Share NP 11-202 Preliminary Receipt dated July 28, 2020 Underwriter(s) or Distributor(s): Offering Price and Description: CANACCORD GENUITY CORP. $21,509,700.00 Promoter(s): 71,699,000 Common Shares - Price: $0.30 per Common Share Project #3090483 Underwriter(s) or Distributor(s): MACKIE RESEARCH CAPITAL CORPORATION ______SPROTT CAPITAL PARTNERS LP, by its General Partner, SPROTT CAPITAL PARTNERS GP INC. Promoter(s): - Project #3086010

______

August 6, 2020 (2020), 43 OSCB 6346

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Neovasc Inc. Shopify Inc. Principal Regulator - British Columbia Principal Regulator - Ontario Type and Date: Type and Date: Preliminary Shelf Prospectus dated July 27, 2020 Preliminary Shelf Prospectus dated July 28, 2020 NP 11-202 Preliminary Receipt dated July 28, 2020 NP 11-202 Preliminary Receipt dated July 28, 2020 Offering Price and Description: Offering Price and Description: U.S.$100,000,000.00 $7,500,000,000.00 Common Shares Class A Subordinate Voting Shares Preferred Shares Preferred Shares Debt Securities Debt Securities Subscription Receipts Warrants Units Subscription Receipts Warrants Units Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): - - Promoter(s): Promoter(s): - - Project #3087357 Project #3087513

______Issuer Name: Issuer Name: Numinus Wellness Inc. Stormcrow Holdings Corp. Principal Regulator - British Columbia Principal Regulator - Ontario Type and Date: Type and Date: Preliminary Short Form Prospectus dated July 27, 2020 Preliminary CPC Prospectus dated July 28, 2020 NP 11-202 Preliminary Receipt dated July 28, 2020 NP 11-202 Preliminary Receipt dated July 29, 2020 Offering Price and Description: Offering Price and Description: $4,050,000.00 - 15,000,000 Units Minimum of $1,000,000.00 Price: $0.27 per Unit 10,000,000 Common Shares Underwriter(s) or Distributor(s): Maximum of $2,000,000.00 Mackie Research Capital Corporation 20,000,000 Common Shares Promoter(s): Price: $0.10 per Common Share - Underwriter(s) or Distributor(s): Project #3087366 INDUSTRIAL ALLIANCE SECURITIES INC. Promoter(s): ______- Issuer Name: Project #3087854 RIOCAN REAL ESTATE INVESTMENT TRUST Principal Regulator - Ontario ______Type and Date: Issuer Name: Preliminary Shelf Prospectus dated July 30, 2020 White Gold Corp. NP 11-202 Preliminary Receipt dated July 31, 2020 Principal Regulator - Ontario Offering Price and Description: Type and Date: $3,000,000,000.00 Preliminary Shelf Prospectus dated July 29, 2020 Debt Securities (Senior Unsecured) NP 11-202 Preliminary Receipt dated July 29, 2020 Units Offering Price and Description: Preferred Units $50,000,000.00 Underwriter(s) or Distributor(s): Common Shares - Debt Securities Promoter(s): Subscription Receipts - Warrants Project #3090171 Units Underwriter(s) or Distributor(s): ______- Promoter(s): - Project #3088247

______

August 6, 2020 (2020), 43 OSCB 6347

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Altina Capital Corp. Kerr Mines Inc. Principal Regulator - British Columbia Principal Regulator - Ontario Type and Date: Type and Date: Final CPC Prospectus dated July 27, 2020 Final Short Form Prospectus dated July 31, 2020 NP 11-202 Receipt dated July 29, 2020 NP 11-202 Receipt dated July 31, 2020 Offering Price and Description: Offering Price and Description: $400,000.00 OR 4,000,000 COMMON SHARES $5,000,800.00 PRICE: $0.10 PER COMMON SHARE 35,720,000 Units Underwriter(s) or Distributor(s): PRICE: $0.14 PER UNIT HAYWWOOD SECURITIES INC. Underwriter(s) or Distributor(s): Promoter(s): HAYWOOD SECURITIES INC. Mirza Rahimani Promoter(s): Project #3061480 - Project #3084617 ______Issuer Name: ______Drone Delivery Canada Corp. (formerly Asher Resources Issuer Name: Corporation) Medicenna Therapeutics Corp. Principal Regulator - Ontario Principal Regulator - Ontario Type and Date: Type and Date: Final Short Form Prospectus dated July 28, 2020 Final Shelf Prospectus dated July 28, 2020 NP 11-202 Receipt dated July 28, 2020 NP 11-202 Receipt dated July 28, 2020 Offering Price and Description: Offering Price and Description: $8,050,000.00 $100,000,000.00 11,500,000 Units Common Shares $0.70 per Unit Preferred Shares Underwriter(s) or Distributor(s): Subscription Receipts ECHELON WEALTH PARTNERS INC. Warrants CANACCORD GENUITY CORP. Units CORMARK SECURITIES INC. Underwriter(s) or Distributor(s): Promoter(s): - Tony Di Benedetto Promoter(s): Paul Di Benedetto - Richard Buzbuzian Project #3068592 Project #3082974 ______Issuer Name: Issuer Name: Revival Gold Inc. GHP Noetic Science-Psychedelic Pharma Inc. Principal Regulator - Ontario Principal Regulator - Ontario Type and Date: Type and Date: Final Short Form Prospectus dated July 31, 2020 Final CPC Prospectus dated July 29, 2020 NP 11-202 Receipt dated July 31, 2020 NP 11-202 Receipt dated July 30, 2020 Offering Price and Description: Offering Price and Description: $13,090,000.00 Minimum Offering: $500,000.00 or 2,500,000 Common 11,900,000 Units Shares PRICE: $1.10 PER UNIT Maximum Offering: $1,000,000.00 or 5,000,000 Common Underwriter(s) or Distributor(s): Shares BMO NESBITT BURNS INC. Price: $0.20 per Common Share Promoter(s): Underwriter(s) or Distributor(s): - ECHELON WEALTH PARTNERS INC. Project #3086360 Promoter(s): - ______Project #3073835

______

August 6, 2020 (2020), 43 OSCB 6348

IPOs, New Issues and Secondary Financings

Issuer Name: Royal Road Minerals Limited Principal Regulator - Ontario Type and Date: Final Short Form Prospectus dated July 29, 2020 NP 11-202 Receipt dated July 29, 2020 Offering Price and Description: $10,045,500.00 27,150,000 Ordinary Shares Price: $0.37 per Ordinary Share Underwriter(s) or Distributor(s): STIFEL NICOLAUS CANADA INC. POLLITT & CO. INC. SPROTT CAPITAL PARTNERS LP, by its General Partner, SPROTT CAPITAL PARTNERS GP INC. LEEDE JONES GABLE INC. RED CLOUD SECURITIES INC. Promoter(s): Tim Coughlin Project #3083605

______Issuer Name: The Very Good Food Company Inc. (formerly The Very Good Butchers Inc.) Principal Regulator - British Columbia Type and Date: Final Short Form Prospectus dated July 28, 2020 NP 11-202 Receipt dated July 28, 2020 Offering Price and Description: $7,410,000.00 5,700,000 Units Price: $1.30 per Unit Underwriter(s) or Distributor(s): CANACCORD GENUITY CORP. Promoter(s): Mitchell Scott James Davison Project #3083801

______

August 6, 2020 (2020), 43 OSCB 6349

IPOs, New Issues and Secondary Financings

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August 6, 2020 (2020), 43 OSCB 6350

Chapter 12

Registrations

12.1.1 Registrants

Type Company Category of Registration Effective Date

Amalgamation CI Investments Inc. and CI Investment Fund Manager, July 1, 2020 ETF Investment Exempt Market Dealer, Management Inc. Portfolio Manager, Commodity Trading Counsel To form: CI Investments Inc. and Commodity Trading Manager

Name Change From: SUN LIFE GLOBAL Mutual Fund Dealer, July 20, 2020 INVESTMENTS (CANADA) Investment Fund Manager, INC. / PLACEMENTS Commodity Trading MONDIAUX SUN LIFE Manager, Portfolio Manager (CANADA) INC.

To: SLGI Asset Management Inc. / Gestion d’actifs PMSL Inc.

Voluntary Surrender Fiera Investments LP Portfolio Manager, Mutual July 31, 2020 Fund Dealer, Exempt Market Dealer and Investment Fund Manager

August 6, 2020 (2020), 43 OSCB 6351

Registrations

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August 6, 2020 (2020), 43 OSCB 6352

Index

Alchemist Mining Incorporated Fielding, John Cease Trading Order ...... 6271 Notice from the Office of the Secretary ...... 6229 Order ...... 6266 AltaCorp Capital Inc. Decision ...... 6231 Fiera Investments LP Voluntary Surrender ...... 6351 Auxly Cannabis Group Inc. Decision ...... 6231 Goss, Donald Alexander (Sandy) Notice from the Office of the Secretary ...... 6229 Candusso, Christopher Order ...... 6266 Notice from the Office of the Secretary ...... 6229 Order ...... 6266 Green Growth Brands Inc. Cease Trading Order ...... 6271 Candusso, Claudio Notice from the Office of the Secretary ...... 6229 Imaging Dynamics Company Ltd. Order ...... 6266 Cease Trading Order ...... 6271

CI ETF Investment Management Inc. James E. Wagner Cultivation Corporation Amalgamation ...... 6351 Cease Trading Order ...... 6271

CI Investments Inc. Kitmitto, Majd Amalgamation ...... 6351 Notice from the Office of the Secretary ...... 6229 Order ...... 6266 Coinsquare Ltd. Notice from the Office of the Secretary ...... 6229 Mazer, Felix Oral Reasons for Approval of a Settlement Notice from the Office of the Secretary ...... 6229 – ss. 127, 127.1 ...... 6267 Oral Reasons for Approval of a Settlement – ss. 127, 127.1 ...... 6267 Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant National Instrument 31-103 Registration Requirements, Obligations Exemptions and Ongoing Registrant Obligations Notice ...... 6179 Notice ...... 6179

Companion Policy 45-106CP Prospectus Exemptions National Instrument 45-106 Prospectus Exemptions Notice ...... 6179 Notice ...... 6179

Companion Policy 48-501CP Trading During Ontario Instrument 45-506 Start-Up Crowdfunding Distributions, Formal Bids and Share Exchange Registration and Prospectus Exemptions (Interim Transactions Class Order) Request for Comments ...... 6273 Notice ...... 6227 General Order ...... 6237 CSA Staff Notice 11-342 Notice of Local Amendments and Changes in Certain Jurisdictions OSC Rule 48-501 Trading During Distributions, Formal Notice ...... 6218 Bids and Share Exchange Transactions Request for Comments...... 6273 Diamond, Cole Notice from the Office of the Secretary ...... 6229 Performance Sports Group Ltd. Oral Reasons for Approval of a Settlement Cease Trading Order ...... 6271 – ss. 127, 127.1 ...... 6267 Rostand, Virgile Empower Clinics Inc. Notice from the Office of the Secretary ...... 6229 Cease Trading Order ...... 6271 Oral Reasons for Approval of a Settlement – ss. 127, 127.1 ...... 6267 Fakhry, Frank Notice from the Office of the Secretary ...... 6229 RYU Apparel Inc. Order ...... 6266 Cease Trading Order ...... 6271

August 6, 2020 (2020), 43 OSCB 6353

Index

SLGI Asset Management Inc. / Gestion d’actifs PMSL Inc. Name Change ...... 6351

SponsorsOne Inc. Cease Trading Order ...... 6271

Spot Coffee (Canada) Ltd. Cease Trading Order ...... 6271

Sun Life Global Investments (Canada) Inc. / Placements Mondiaux Sun Life (Canada) Inc. Name Change ...... 6351

Vannatta, Steven Notice from the Office of the Secretary ...... 6229 Order ...... 6266

August 6, 2020 (2020), 43 OSCB 6354