OSC Bulletin

The Ontario Securities Commission

OSC Bulletin

October 3, 2019

Volume 42, Issue 40

(2019), 42 OSCB

The Ontario Securities Commission administers the Securities Act of Ontario (R.S.O. 1990, c. S.5) and the Commodity Futures Act of Ontario (R.S.O. 1990, c. C.20)

The Ontario Securities Commission Published under the authority of the Commission by: Cadillac Fairview Tower Thomson Reuters 22nd Floor, Box 55 One Corporate Plaza 20 Queen Street West 2075 Kennedy Road Toronto, Ontario Toronto, Ontario M5H 3S8 M1T 3V4

416-593-8314 or Toll Free 1-877-785-1555 416-609-3800 or 1-800-387-5164

Contact Centre – Inquiries, Complaints: Fax: 416-593-8122 TTY: 1-866-827-1295

Office of the Secretary: Fax: 416-593-2318

30876322 The OSC Bulletin is published weekly by Thomson Reuters Canada, under the authority of the Ontario Securities Commission.

Thomson Reuters Canada offers every issue of the Bulletin, from 1994 onwards, fully searchable on SecuritiesSource™, Canada’s pre-eminent web-based securities resource. SecuritiesSource™ also features comprehensive securities legislation, expert analysis, precedents and a weekly Newsletter. For more information on SecuritiesSource™, as well as ordering information, please go to:

http://www.westlawecarswell.com/SecuritiesSource/News/default.htm or call Thomson Reuters Canada Customer Support at 1-416-609-3800 (Toronto & International) or 1-800-387-5164 (Toll Free Canada & U.S.).

Claims from bona fide subscribers for missing issues will be honoured by Thomson Reuters Canada up to one month from publication date.

Space is available in the Ontario Securities Commission Bulletin for advertisements. The publisher will accept advertising aimed at the securities industry or financial community in Canada. Advertisements are limited to tombstone announcements and professional business card announcements by members of, and suppliers to, the financial services industry.

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of the publisher.

The publisher is not engaged in rendering legal, accounting or other professional advice. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

One Corporate Plaza Customer Support 2075 Kennedy Road 1-416-609-3800 (Toronto & International) Toronto, Ontario 1-800-387-5164 (Toll Free Canada & U.S.) M1T 3V4 Fax 1-416-298-5082 (Toronto) Fax 1-877-750-9041 (Toll Free Canada Only) Email [email protected]

Table of Contents

Chapter 1 Notices ...... 7889 2.2.11 The Mosport Park Entertainment Corporation 1.1 Notices ...... 7889 – s. 144 ...... 7958 1.1.1 CSA Notice and Request for Comment – 2.3 Orders with Related Settlement Proposed Amendments to National Agreements ...... (nil) Instrument 52-108 Auditor Oversight and 2.4 Rulings ...... (nil) Proposed Changes to Companion Policy 52-108 Auditor Oversight...... 7889 Chapter 3 Reasons: Decisions, Orders and 1.1.2 CSA Multilateral Staff Notice 58-311 Report on Rulings ...... 7961 Fifth Staff Review of Disclosure regarding 3.1 OSC Decisions ...... 7961 Women on Boards and in Executive Officer 3.1.1 Natural Bee Works Apiaries Inc. et al. – ss. Positions ...... 7903 127, 127.1 ...... 7961 1.1.3 Notice of Amended and Restated 3.2 Director’s Decisions ...... (nil) Memorandum of Understanding with the UK Financial Conduct Authority Concerning Chapter 4 Cease Trading Orders ...... 7977 Consultation, Cooperation and the Exchange 4.1.1 Temporary, Permanent & Rescinding of Information Related to the Supervision of Issuer Cease Trading Orders ...... 7977 Cross-Border Alternative Investment Fund 4.2.1 Temporary, Permanent & Rescinding Managers ...... 7904 Management Cease Trading Orders ...... 7977 1.2 Notices of Hearing ...... (nil) 4.2.2 Outstanding Management & Insider 1.3 Notices of Hearing with Related Cease Trading Orders ...... 7977 Statements of Allegations ...... 7905 1.3.1 Solar Income Fund Inc. et al. – ss. 127(1), Chapter 5 Rules and Policies ...... (nil) 127.1 ...... 7905 1.4 Notices from the Office Chapter 6 Request for Comments ...... (nil) of the Secretary ...... 7914 1.4.1 Majd Kitmitto et al...... 7914 Chapter 7 Insider Reporting ...... 7979 1.4.2 Natural Bee Works Apiaries Inc. et al...... 7914 1.4.3 Solar Income Fund Inc. et al...... 7915 Chapter 9 Legislation ...... (nil) 1.4.4 Canada Cannabis Corporation et al...... 7915 1.4.5 First Global Data Ltd. et al...... 7916 Chapter 11 IPOs, New Issues and Secondary 1.5 Notices from the Office Financings ...... 8035 of the Secretary with Related Statements of Allegations ...... (nil) Chapter 12 Registrations ...... 8041 12.1.1 Registrants ...... 8041 Chapter 2 Decisions, Orders and Rulings ...... 7917 2.1 Decisions ...... 7917 Chapter 13 SROs, Marketplaces, 2.1.1 PIMCO Canada Corp...... 7917 Clearing Agencies and 2.1.2 CI Investments et al...... 7922 Trade Repositories ...... (nil) 2.1.3 Algonquin Capital Corporation and the Top 13.1 SROs ...... (nil) Funds ...... 7925 13.2 Marketplaces ...... (nil) 2.1.4 Nuance Communications, Inc...... 7931 13.3 Clearing Agencies ...... (nil) 2.1.5 Fiera Capital Corporation ...... 7934 13.4 Trade Repositories ...... (nil) 2.1.6 Fiera Capital Corporation ...... 7936 2.2 Orders...... 7938 Chapter 25 Other Information ...... 8043 2.2.1 Poplar Creek Resources Inc. – s. 144 ...... 7938 25.1 Consents ...... 8043 2.2.2 Majd Kitmitto et al...... 7940 25.1.1 TheScore, Inc. – s. 4(b) of Ont. Reg. 289/00 2.2.3 Natural Bee Works Apiaries Inc. et al. – ss. under the OBCA ...... 8043 127(1), 127.1 ...... 7941 2.2.4 Avalon Works Corp. – s. 144 ...... 7943 Index ...... 8045 2.2.5 Critical Control Energy Services Corp...... 7946 2.2.6 DMG Blockchain Solutions Inc...... 7950 2.2.7 Halio Energy Inc...... 7952 2.2.8 Canada Cannabis Corporation et al. – ss. 127, 127.1 ...... 7953 2.2.9 eCobalt Solutions Inc...... 7954 2.2.10 Aguia Resources Limited – s. 1(11)(b) ...... 7956

October 3, 2019 (2019), 42 OSCB

Chapter 1

Notices

1.1 Notices

1.1.1 CSA Notice and Request for Comment – Proposed Amendments to National Instrument 52-108 Auditor Oversight and Proposed Changes to Companion Policy 52-108 Auditor Oversight

CSA Notice and Request for Comment

Proposed Amendments to National Instrument 52-108 Auditor Oversight and Proposed Changes to Companion Policy 52-108 Auditor Oversight

October 3, 2019

Introduction

The Canadian Securities Administrators (the CSA or we) are publishing for a 90-day comment period the following materials:

 Proposed Amendments to National Instrument 52-108 Auditor Oversight (the Proposed Amendments);

 Proposed Changes to Companion Policy 52-108 Auditor Oversight (the Proposed CP Changes);

(collectively, the Proposed Revisions).

The Proposed Amendments require actions by reporting issuers and participating audit firms that will assist the Canadian Public Accountability Board (CPAB) in accessing audit working papers of component auditors, particularly in certain foreign jurisdictions.

The Proposed CP Changes provide guidance on how we will interpret and apply the Proposed Amendments.

The text of the Proposed Revisions is contained in Annexes A and B of this Notice. Local amendments, if any, are in Annex C of this Notice. This Notice will also be available on the websites of CSA jurisdictions, including: www.bcsc.bc.ca www.albertasecurities.com www.fcaa.gov.sk.ca www.mbsecurities.ca www.osc.gov.on.ca www.lautorite.qc.ca www.fcnb.ca nssc.novascotia.ca

Substance and Purpose

The Proposed Revisions aim to respond to challenges CPAB has had in getting access to inspect audit work performed by an audit firm in a foreign jurisdiction that forms part of the audit evidence supporting an auditor’s report issued by a participating audit firm (a PAF). An audit firm performing such audit work is commonly referred to as a ‘component auditor’.

The Proposed Amendments require a reporting issuer to direct a component auditor that meets significant thresholds (a significant component auditor) to enter into an agreement with CPAB governing access for file inspection (a CPAB access agreement) if the component auditor does not voluntarily provide access to CPAB, upon request, to inspect the audit work it has

October 3, 2019 (2019), 42 OSCB 7889

Notices performed for a reporting issuer audit. If, despite such request, the component auditor does not enter into a CPAB access agreement, a PAF would, after a prescribed period of time for transition, not be permitted to use the audit firm as a significant component auditor.

Background

Several reporting issuers have operations in foreign jurisdictions that differ from the jurisdictions where their head offices are located. This may present challenges for the reporting issuer’s auditor due to different languages, laws and business practices in a foreign jurisdiction. In responding to those challenges, a PAF may ask a component auditor to perform work that forms part of the audit evidence supporting the PAF’s auditor’s report. A component auditor could be a member of the PAF’s international network, or an unrelated foreign or domestic audit firm.

If a PAF decides to use the work of a component auditor, the PAF must comply with Canadian Auditing Standard 600 Special Considerations – Audits of Group Financial Statements (Including the Work of Component Auditors) (CAS 600), which specifies that the PAF is responsible for the direction, supervision and performance of the overall audit. Although CAS 600 requires the PAF to document the type of work performed by a component auditor and the PAF’s review of such work, there is no requirement for the PAF to retain in its files a copy of the work performed by the component auditor.

In order to assess whether sufficient audit evidence has been obtained to support the PAF’s audit opinion, CPAB has determined that it needs access to a substantial portion of the audit work performed. However, CPAB has encountered some instances where a substantial portion of the audit work has been performed by a component auditor in a foreign jurisdiction, and CPAB was not allowed access to inspect such audit work.

CSA Consultation Paper 52-403 Auditor Oversight Issuers in Foreign Jurisdictions

In April 2017, we published a consultation paper asking for views on whether certain component auditors should be required to register with CPAB. In its comment letter, CPAB took the position that a registration requirement would provide it a legal basis to access audit working papers in most foreign jurisdictions, although there would continue to be a small number of foreign jurisdictions where barriers to access may not be resolved.

We also received responses from six audit firms.

While most firms were supportive of resolving CPAB’s challenges in obtaining access, some questioned whether a registration requirement was needed. Some commented that, rather than registration, efforts should instead be made to develop an international solution with regulators and standard setters.

Most of the audit firms noted that, if some form of registration regime was to be introduced, then the focus should be on CPAB access to component auditor working papers. The regime should not include other oversight aspects applicable to a PAF, such as the inspection of an audit firm’s system of controls. Some commenters also stated that some foreign laws would likely restrict access even if some form of registration was required.

The consultation paper also asked for views on whether it would be useful to require additional transparency about situations where CPAB has been prevented from inspecting the work of a PAF or component auditor. The commenters did not support a requirement for additional disclosure and noted concerns about the potential for disclosure to be misleading or misunderstood. Based on the responses received, we decided not to develop proposals of this nature.

Summary of the Proposed Amendments

The Proposed Amendments:

 introduce the definition of a significant component auditor, namely a component auditor that

o performs audit work involving financial information related to a component, whose activities the reporting issuer has the power to direct on its own or jointly with another person or company, and

o meets one of the quantitative metrics relating to hours of work, fees paid, or relative size of the component’s assets or revenue;

 require a reporting issuer to take all reasonable steps to direct a significant component auditor to provide CPAB with access to inspect the records relating to the component auditor’s audit work performed for a reporting issuer audit;

October 3, 2019 (2019), 42 OSCB 7890

Notices

 require a reporting issuer to take all reasonable steps to direct a significant component auditor involved in the audit of its financial statements to enter into a CPAB access agreement if the reporting issuer receives a copy of a notice from its PAF stating that a significant component auditor has failed to provide CPAB access to inspect the significant component auditor’s records related to audit work performed. A CPAB access agreement is a written agreement between CPAB and a significant component auditor governing access by CPAB to inspect the significant component auditor’s records relating to audit work it has performed in relation to a component of a reporting issuer. The terms and conditions set out in a CPAB access agreement, including the manner and conditions for when access is to be provided, must be agreed to by CPAB and the significant component auditor;

 require a PAF to no longer use a public accounting firm as a significant component auditor after a prescribed period of time, if the PAF receives notice that the public accounting firm has failed to enter into a CPAB access agreement after being requested to do so by a reporting issuer.

Summary of the Proposed CP Changes

The Proposed CP Changes provide guidance on how we will interpret and apply the Proposed Amendments and include, among other things, illustrative examples of how to apply the quantitative metrics that form part of the definition of significant component auditor.

Anticipated Benefits and Costs of the Proposed Amendments

Benefits

Auditors play an important role in the capital markets by providing reasonable assurance that the annual financial statements filed by a reporting issuer are presented fairly in all material respects. To ensure that high quality audits are performed on the financial statements of reporting issuers, we are introducing securities requirements that will reduce the number of situations in which CPAB is not given access to inspect the work performed by component auditors to support audit opinions.

If adopted in their current form, the Proposed Amendments will create a legal requirement for a component auditor to enter into a CPAB access agreement if the component auditor has not provided access voluntarily. We expect that this requirement will address situations where a component auditor will only permit access to a component auditor’s records if required by law.

The Proposed Amendments will also provide CPAB a tool to address situations where a significant component auditor prevents CPAB from inspecting its audit work for a reporting issuer audit despite there being no legal restriction.

Costs

If a significant component auditor voluntarily provides CPAB access to inspect its records related to audit work it has performed with respect to a reporting issuer audit, the Proposed Amendments would have no cost implications for a reporting issuer or its PAF.

If a significant component auditor does not voluntarily provide access but enters into a CPAB access agreement after being directed to do so by a reporting issuer, the cost implications are small for the reporting issuer and the PAF. Such costs relate to the requirements for a PAF to forward a notice from CPAB to specified parties, and the reporting issuer to direct the significant component auditor to enter into a CPAB access agreement.

If a significant component auditor fails to enter into a CPAB access agreement with CPAB after being requested to so by a reporting issuer, and the PAF can no longer use the firm as a significant component auditor, there would be a one-time cost for any reporting issuer and PAF that previously used that component auditor. Incremental costs may relate to efforts to identify a new significant component auditor or audit fees for work performed by a PAF or a new component auditor.

Authority for the Instrument

In Ontario, the rule-making authority for the Proposed Amendments is in paragraphs 13, 16, 22, 22.1, 25 and 39 of subsection 143(1) of the Securities Act (Ontario).

Alternatives Considered

In CSA Consultation Paper 52-403 we identified other potential alternatives, such as a more comprehensive component auditor registration requirement or the development of a disclosure-based regime that highlighted access restrictions. After considering the comments received, we concluded that the development of the Proposed Revisions would be an effective way to respond to restrictions that CPAB faces in inspecting audit work performed by component auditors.

October 3, 2019 (2019), 42 OSCB 7891

Notices

Reliance on Unpublished Studies

In developing the Proposed Revisions, we are not relying on any significant unpublished study, report or other written material.

Request for Comments

We welcome your comments on the Proposed Revisions.

We invite comments on the following specific question:

1. The proposed definition of significant component auditor captures audit work on financial information related to a component, whose activities the reporting issuer has the power to direct on its own or jointly with another person or company. Are there specific limitations or concerns with the inclusion of components where the reporting issuer has power to directly jointly with another person or company? If so, please explain.

Deadline for Comments

Please submit your comments in writing on or before January 2, 2020. If you are not sending your comments by email, please send us an electronic file containing submissions provided (in Microsoft Word format).

Address your submission to all of the CSA as follows:

British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission (New Brunswick) Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island Nova Scotia Securities Commission Securities Commission of Newfoundland and Labrador Superintendent of Securities, Northwest Territories Superintendent of Securities, Yukon Territory Superintendent of Securities, Nunavut

Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA.

The Secretary Ontario Securities Commission 20 Queen Street West 19th Floor, Box 55 Toronto ON M5H 3S8 Fax: 416-593-2318 [email protected]

Me Philippe Lebel Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour Cominar 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax: 514-864-6381 [email protected]

Please refer your questions to any of the following:

British Columbia Securities Commission Carla-Marie Hait, Chief Accountant and CFO, British Columbia Securities Commission 604-899-6726 | [email protected]

Anita Cyr, Associate Chief Accountant, British Columbia Securities Commission 604-899-6579 | [email protected]

October 3, 2019 (2019), 42 OSCB 7892

Notices

Alberta Securities Commission Janice Anderson, Acting Chief Accountant and CFO, Alberta Securities Commission 403-297-2520 | [email protected]

Ontario Securities Commission Cameron McInnis, Chief Accountant, Ontario Securities Commission 416-593-3675 | [email protected]

Mark Pinch, Associate Chief Accountant, Ontario Securities Commission 416-593-8057 | [email protected]

Autorité des marchés financiers Rosetta Gagliardi, Analyste expert à la réglementation, Autorité des marchés financiers 514-395-0337 Ext: 4365 | [email protected]

We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. All comments received will be posted on the websites of each of the Alberta Securities Commission at www.albertasecurities.com, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.gov.on.ca. 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.

October 3, 2019 (2019), 42 OSCB 7893

Notices

ANNEX A

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 52-108 AUDITOR OVERSIGHT

1. National Instrument 52-108 Auditor Oversight is amended by this Instrument.

2. The following is added after Part 3:

PART 3.1 SIGNIFICANT COMPONENT AUDITOR’S WORKING PAPERS

Definitions

7.1 In this Part,

“component” has the same meaning as “component” in Canadian GAAS;

“component auditor” has the same meaning as “component auditor” in Canadian GAAS;

“CPAB access agreement” means a written agreement between CPAB and a significant component auditor governing access by CPAB in order to inspect the significant component auditor’s records related to audit work it has performed in relation to a component of a reporting issuer;

“CPAB access-limitation notice” means a written notice issued by CPAB that a significant component auditor has failed to provide CPAB with access in order to inspect the significant component auditor’s records related to audit work it has performed for a financial period;

“CPAB no-access notice” means a written notice issued by CPAB that a significant component auditor has failed to enter into a CPAB access agreement after being requested to do so by a reporting issuer;

“significant component auditor” means, with respect to a reporting issuer and its financial statements for a financial period, a component auditor that performs audit work involving financial information related to a component that the reporting issuer has the power to direct on its own or jointly with another person or company, if any of the following apply:

(a) the number of hours spent by the component auditor to perform the audit work in respect of the financial period is 20% or more of the total hours spent on the audit of those financial statements by the reporting issuer’s auditor;

(b) the amount of fees paid to the component auditor for the audit work in respect of the financial period is 20% or more of the total fees paid to the reporting issuer’s auditor for the audit of those financial statements;

(i) the assets or revenues of the component are 20% or more of the reporting issuer’s consolidated assets at the end of the financial period or consolidated revenues for that period:

(ii) the number of hours spent by the component auditor to perform the audit work in respect of the financial period exceeds 50% of the total hours spent on audit work relating to the component in connection with the audit of those financial statements.

Reporting Issuer to Direct Provision of Access

7.2 (1) If an audit of a reporting issuer’s financial statements for a financial period involves audit work performed by a significant component auditor for the financial period, the reporting issuer must take all reasonable steps to direct the significant component auditor to provide CPAB with access in order to inspect the significant component auditor’s records relating to that audit work.

(2) The direction referred to in subsection (1) must be made on or before the date of the auditor’s report on the reporting issuer’s financial statements referred to in subsection (1).

October 3, 2019 (2019), 42 OSCB 7894

Notices

Failure to Voluntarily Provide Access to Inspect a Significant Component Auditor’s Records

7.3 (1) If a participating audit firm receives a CPAB access-limitation notice, the participating audit firm must, not more than 5 business days following receipt of the notice, deliver a copy of the notice to

(a) the reporting issuer identified in the notice;

(b) the audit committee of that reporting issuer; and

(2) If a reporting issuer receives a copy of a CPAB access-limitation notice in respect of a significant component auditor, the reporting issuer must, not more than 5 business days following the receipt of the copy of the notice, take all reasonable steps to direct the significant component auditor to enter into a CPAB access agreement.

Failure of a Significant Component Auditor to Enter into a CPAB Access Agreement if Requested To Do So

7.4 (1) If a participating audit firm receives a CPAB no-access notice, the participating audit firm must, not more than 15 business days following receipt of the notice, deliver a copy of the notice to

(a) any reporting issuer audited by the participating audit firm where the public accounting firm identified in the notice was a significant component auditor for the reporting issuer’s most recently completed financial period for which an auditor’s report has been issued;

(b) the audit committee of each reporting issuer referred to in paragraph (a); and

(2) If a participating audit firm receives a CPAB no-access notice, the participating audit firm must not,

(a) subject to subsection (3), use the public accounting firm referred to in the notice as a significant component auditor in respect of an audit of any reporting issuer’s financial statements for a financial period ending more than 180 days after the date of the notice, or

(b) in respect of an audit of a reporting issuer’s financial statements for a period ending more than 180 days after the date of the notice, use any other public accounting firm as a significant component auditor in respect of a component of the reporting issuer, where audit work in the current or preceding year was done by the public accounting firm referred to in the notice, unless the other public accounting firm satisfies one or both of the following conditions and delivers a notice to that effect to the participating audit firm and CPAB at least 90 days before the issuance of an auditor’s report in respect of that audit:

(i) the other public accounting firm gives an undertaking to CPAB in writing to provide CPAB with prompt access in order to inspect the other public accounting firm’s records relating to audit work performed on financial information related to the component of the reporting issuer referred to in the definition of “significant component auditor” in section 7.1;

(ii) the other public accounting firm has entered into a CPAB access agreement in respect of the reporting issuer.

(3) Paragraph (2)(a) does not apply in respect of a financial period of a reporting issuer ending at any time if

(a) CPAB has notified the participating audit firm that the significant component auditor has entered into a CPAB access agreement in respect of the reporting issuer before that time; and

(b) CPAB has not, before that time, notified the participating audit firm that it has withdrawn from that CPAB access agreement..

3. Subsection 8(3) is amended by replacing “Except in Ontario” with “Except in Alberta and Ontario”.

4. This Instrument comes into force on [●].

October 3, 2019 (2019), 42 OSCB 7895

Notices

ANNEX B

PROPOSED CHANGES TO COMPANION POLICY 52-108CP AUDITOR OVERSIGHT

1. Companion Policy 52-108 Auditor Oversight is changed by this Document.

2. The following is added at the end of the Companion Policy:

Section 7.1 – Definition of Component and Component Auditor

The terms “component” and “component auditor” have the same meaning as “component” and “component auditor” in Canadian GAAS. As a result, the terms are interpreted in a manner consistent with how the terms are used in Canadian Audit Standard 600 Special Considerations – Audits of Group Financial Statements (Including the Work of Component Auditors) (CAS 600).

In CAS 600, the term “component” means an entity or business activity for which a group or component management prepares financial information that should be included in the group financial statements, and the term “component auditor” means an auditor who, at the request of the group engagement team, performs work on financial information related to a component for the group audit.

Section 7.1 – Definition of CPAB Access Agreement

The Instrument does not prescribe the content to be included in a CPAB access agreement. It is not intended to be equivalent to a “participation agreement”. The terms and conditions set out in a CPAB access agreement, including the manner and conditions for when access is to be provided, will be agreed to by CPAB and the significant component auditor.

Section 7.1 - Definition of Significant Component Auditor

A component controlled or jointly controlled by a reporting issuer

The definition of significant component auditor refers to a component auditor that performs work on financial information related to a component of a reporting issuer that the reporting issuer has the power to direct on its own or jointly with another person or company. Financial information related to a component that a reporting issuer does not have power to direct, at least jointly, is excluded from the definition.

For example, under IFRS, a subsidiary or joint arrangement are captured by the reference noted above in the significant component auditor definition, whereas an investment that is accounted for using the equity method of accounting, or a variable interest entity that a reporting issuer does not have power to direct on its own or jointly with another person or company, is not captured.

Determination of what constitutes an ‘audit hour’ or ‘audit fee’

The term ‘hours’ in this Instrument refers to ‘audit hours’ and is intended to include any hours that are billed in respect of a financial period as ‘audit fees’ or ‘audit-related fees’, as those terms are described in Forms 52-110F1 Audit Committee Information Required in an AIF and 52-110F2 Disclosure by Venture Issuers (52-110 Forms).

The term ‘fees’ in this Instrument is intended to include any fees that are billed in respect of a financial period as ‘audit fees’ or ‘audit-related fees’, as those terms are described in the 52-110 Forms.

Determination of percentage of audit hours spent by a component auditor on a financial statement audit

Paragraph (a) in the definition of significant component auditor applies if the number of hours spent by the component auditor to perform the audit work in respect of the financial period is 20% or more of the total hours spent on the audit of the reporting issuer’s financial statements by the reporting issuer’s auditor.

For example, if a reporting issuer audit took 100 hours to complete, and the reporting issuer’s auditor performed 80 hours of audit work, and the component auditor performed 20 hours of audit work, paragraph (a) of the definition would apply since the hours spent by the component auditor would be 25% (20 hours / 80 hours) of the audit hours spent by the reporting issuer’s auditor.

October 3, 2019 (2019), 42 OSCB 7896

Notices

Determination of percentage of audit fees paid to a component auditor for the financial statement audit

Paragraph (b) of the definition of significant component auditor applies if the amount of fees paid to the component auditor for the audit work in respect of the financial period is 20% or more of the total fees paid to the reporting issuer’s auditor for the audit of the reporting issuer’s financial statements.

For example, if a reporting issuer paid $100,000 for the audit of its financial statements, and $80,000 of the fee was paid to the reporting issuer’s auditor for its audit work, while $20,000 of the fee was paid to the component auditor for its audit work, paragraph (b) of the definition would apply since the percentage of fees paid to the component auditor would be 25% ($20,000 / $80,000).

Determination of number of audit hours a component auditor spent on a significant component

Subparagraph (c)(i) of the definition of significant component auditor applies if a reporting issuer has a component with assets that represent 20% or more of the reporting issuer’s consolidated assets at the end of the financial period, or revenues that represent 20% or more of the consolidated revenues for the financial period, and it has the power to direct the activities of the component on its own or jointly with another person or company. If subparagraph (c)(i) applies, subparagraph (c)(ii) of the definition would be considered.

Subparagraph (c)(ii) of the definition of significant component auditor applies if the number of hours spent by the component auditor to perform the audit work in respect of the financial period exceeds 50% of the total hours spent on audit work relating to a component that meets the application requirements in subparagraph (c)(i) of the definition.

For example, assume a reporting issuer has a subsidiary (Component A) that has revenues representing 30% of the consolidated revenues of the reporting issuer, and therefore satisfies subparagraph (c)(i) of the definition. If the audit of Component A took 10 hours to complete and the component auditor performed 6 hours of the audit work and the reporting issuer’s auditor performed 4 hours of the audit work, the work performed by the component auditor would satisfy subparagraph (c)(ii) of the definition. The component auditor would have performed 60% (6 hours / 10 hours) of the total hours to audit the component for the reporting issuer audit. The component auditor would therefore meet the definition of a significant component auditor.

In the example above, the 6 hours of work performed by the component auditor would represent the amount of time spent to perform audit work in connection with the audit of the reporting issuer’s financial statements. If additional audit work was performed to support the completion of a separate audit engagement (e.g., the audit of the standalone financial statements of Component A), those audit hours would be excluded from the calculation in subparagraph (c)(ii).

Section 7.2 – Reporting Issuer to Direct Provision of Access

Section 7.2 requires a reporting issuer to, on or before the date of the auditor’s report on the reporting issuer’s financial statements for a financial period, take all reasonable steps to direct a significant component auditor to provide CPAB with access in order to inspect the significant component auditor’s records relating to the audit work performed for those financial statements. Effectively, the reporting issuer communicates that it is requesting that CPAB have access in order to inspect the significant component auditor’s working papers relating to the audit work performed on the reporting issuer’s financial statements.

A reporting issuer can direct a significant component auditor to provide CPAB with access to inspect the significant component auditor’s records by communicating directly with the significant component auditor (e.g., a letter to the significant component auditor), or indirectly through the reporting issuer’s auditor (e.g., state in the engagement letter with the reporting issuer’s auditor that it shall inform all significant component auditors involved in the audit that the reporting issuer is directing them to provide CPAB with access to inspect the work they perform in connection with the reporting issuer’s audit).

Subsection 7.3(1) and Subsection 7.4(1) – CPAB Access-limitation Notice and CPAB No-access Notice

Both subsection 7.3(1) and subsection 7.4(1) of the Instrument require a participating audit firm to deliver a copy of a notice to the regulator or securities regulatory authority. The securities regulatory authorities will consider the delivery requirement to be satisfied if a copy of the notice is sent to [email protected].

The Instrument does not prescribe the content of a CPAB access-limitation notice and CPAB no-access notice. If a copy of a CPAB access-limitation notice or CPAB no-access notice is delivered to the email address identified above, the communication should identify each regulator or securities regulatory authority that is to receive a copy of the notice if such information is not specified in the notice.

October 3, 2019 (2019), 42 OSCB 7897

Notices

Subsection 7.3(2) – Impact of a Significant Component Auditor Being Directed to Enter into a CPAB Access Agreement

If subsection 7.3(2) applies, the significant component auditor and CPAB would immediately begin the process of negotiating a CPAB access agreement. The negotiations should be completed in a reasonable period of time, which normally is not expected to exceed 45 business days.

Section 7.4 – Impact of Participating Audit Firm Receiving a CPAB No-access Notice

A participating audit firm will receive a CPAB no-access notice if it has used the public accounting firm named in the notice as a significant component auditor for one or more recently completed reporting issuer audits.

If a participating audit firm receives a CPAB no-access notice and was planning to use the public accounting firm named in the notice as a significant component auditor for an upcoming reporting issuer audit, it may continue to do so provided that the reporting issuer’s upcoming year end is less than 180 days after the date of the notice.

If a reporting issuer’s upcoming year end is more than 180 days after the date of the notice, the participating audit firm may not use the public accounting firm named in the notice as a significant component auditor for the reporting issuer’s upcoming year end unless CPAB has notified the participating audit firm that the named firm has entered into a CPAB access agreement in respect of the reporting issuer before the reporting issuer’s year end.

The participating audit firm also must not use any other public accounting firm as a significant component auditor for the audit of the reporting issuer’s financial statements unless the other public accounting firm delivers a notice to the participating audit firm and CPAB at least 90 days before the issuance of an auditor’s report in respect of that audit stating that it has given an undertaking to CPAB or entered into a CPAB access agreement and, in addition, one or both of the following apply:

 the other public accounting firm gives an undertaking to CPAB in writing to provide CPAB with prompt access in order to inspect its records relating to audit work related to the relevant component of the reporting issuer, if requested to do so, or

 the other public accounting firm has entered into a CPAB access agreement in respect of the reporting issuer.

Participating audit firms should consider how they track the use of component auditors for their reporting issuer clients to meet the requirements of subsection 7.4(1) within the specified time period of 15 business days..

3. These changes become effective on [●].

October 3, 2019 (2019), 42 OSCB 7898

Notices

ANNEX C

LOCAL MATTERS ONTARIO SECURITIES COMMISSION

Description of Anticipated Costs of Proposed Amendments

The following discussion has been provided to supplement the costs discussion in the attached notice:

General cost implication on reporting issuer population that use a component auditor

As of December 31, 2018, there were approximately 4,900 reporting issuers in Canada.1 Approximately 2,965 of those reporting issuers were listed issuers in Canada, which represented a total market capitalization of 2.5 trillion.2 This population included 232 reporting issuers with one or more significant operations3 in a foreign jurisdiction (excluding the United States, the United Kingdom and Australia) that used a component auditor, which represented a total market capitalization of $158.9 billion.4 For these reporting issuers there were significant operations in 111 foreign jurisdictions.5

The Proposed Amendments would require significant component auditors for these 232 reporting issuers to enter into a CPAB Access Agreement if they are not prepared to voluntarily provide CPAB access to inspect the work performed for a reporting issuer audit when requested. The terms and conditions set out in a CPAB Access Agreement for each component auditor, including the manner and conditions for when access is to be provided, must be agreed to by CPAB and the significant component auditor. For example, if the component auditor identifies specific legal restrictions in their local jurisdiction that prevent CPAB from being able to inspect their work, and such restrictions are set out in the CPAB Access Agreement as a condition that must be addressed before CPAB can be provided access to inspect, then both parties would be able to enter into a CPAB Access Agreement without the significant component auditor being offside on local law in their jurisdiction.

CPAB has requested and been denied access in China, Mexico and Tunisia6, which represent 43 of the reporting issuers (market capitalization of $36.9 billion) identified above that use a component auditor.7 CPAB has represented that, if the proposed rules were in place, the component auditors for each of these entities would be able to enter into a CPAB Access Agreement if they so choose. The CPAB Access Agreement would not necessarily result in CPAB having immediate access to inspect work in each of the noted countries if the agreement identifies specific jurisdictional restrictions that continue to prevent access.

With respect to the remaining 189 reporting issuers, which have significant operations in 108 different foreign jurisdictions, it is unknown how many of their significant component auditors would not be prepared to voluntarily provide CPAB access to inspect if requested. However, CPAB is of the view that none of those jurisdictions has any legal impediments to a significant component auditor entering into a CPAB Access Agreement. It would therefore be the component auditor’s choice whether to do so. The CPAB Access Agreement would not necessarily result in CPAB having immediate access to inspect work in all 108 foreign jurisdictions since each agreement is separately negotiated and could identify specific jurisdictional restrictions that continue to prevent access.

As a result, the following one-time costs are expected for each stakeholder if a component auditor does not voluntarily provide CPAB access to inspect their work upon request, and a CPAB Access Agreement is needed:

Reporting Issuer - The only action that needs to be undertaken is a one-time request for the reporting issuer’s significant component auditor to enter into a CPAB Access Agreement. The cost is nil.

Participating Audit Firm (PAF) – The only action that needs to be undertaken is the forwarding of a notice received from CPAB to the reporting issuer to initiate their request for the significant component auditor to enter into a CPAB Access Agreement. The cost is nil.

Component Auditor – CPAB Access Agreements are anticipated to be a standard form agreement, except for any

1 Exchange-traded funds have been excluded from the total since it would be highly unlikely for a significant component auditor in a foreign jurisdiction to be used for these audits. 2 This figure is based on (i) 804 TSX and 1,707 TSXV listed issuers as of December 31, 2018; (ii) 448 CSE listed issuers as of December 21, 2018 and (iii) 6 NEO Aequitas listed issuers as of December 21, 2018. All figures exclude exchange-traded funds. Please see the December 2018 MiG Report and related MiG Lists for further information regarding TSX and TSXV issuers https://tsx.com/listings/current- market-statistics/mig-archives 3 Significant operations are subsidiaries or components, the assets or revenues of which constitute 20% or more of the reporting issuer’s consolidated assets or revenues. 4 CPAB Report Access to Foreign Jurisdictions, March 2019. 5 Ibid. 6 Ibid. 7 Number of reporting issuers and market capitalization provided by CPAB.

October 3, 2019 (2019), 42 OSCB 7899

Notices

conditions that are agreed to by both the component auditor and CPAB. If specified conditions are needed, then external costs may be incurred by the component auditor to obtain a legal opinion to support any specific legal restrictions in the foreign jurisdiction that prevent access.8 It is at CPAB’s discretion whether a legal opinion would be needed based on the facts and circumstances for each foreign jurisdiction.

In addition to any potential costs incurred to obtain a legal opinion, it is estimated that approximately 10 hours of time would be incurred by members of an audit firm’s general counsel’s office to agree on any specified conditions. Assuming an executive level internal legal counsel involved in such work has an average salary of $204,5009, is allocated an overhead charge of approximately 25%, and the time allocated represents 0.5%10 of time the individual spends in a given year, the total internal cost is approximately $1,278 to finalise an agreement.

CPAB – Since the CPAB Access Agreements are anticipated to be a standard form agreement, the cost would primarily pertain to discussions with a component auditor’s internal counsel on any potential terms and conditions. The cost implications have been discussed with CPAB, and they are of the view that the benefits of entering into a CPAB Access Agreement will outweigh the costs they would incur.

Specific cost implications if a significant auditor fails to enter into a CPAB access agreement:

The Proposed Amendments contemplate situations where a significant component auditor may choose not to enter into a CPAB Access Agreement. Since CPAB is not aware of any barriers in a specific foreign jurisdiction that would inhibit a significant component auditor from entering into a CPAB Access Agreement, these situations are only anticipated to occur when a significant component auditor does not wish to provide CPAB access to inspect its work.

If a component auditor fails to enter into a CPAB Access Agreement, then the PAF will no longer be permitted to use that component auditor after a prescribed period and will need to either identify a new component auditor to perform the work or perform the work itself.

The following costs are anticipated for each stakeholder if a new component auditor is used:

Reporting Issuer – The reporting issuer’s audit committee will be responsible for overseeing the work of the PAF, which would include any changes to the significant component auditor(s) that are used to perform the audit. This oversight function is performed by a reporting issuer’s audit committee each year, so the additional cost is essentially nil. It is possible that a new component auditor could charge a fee for service that differs from the fees charged by the prior component auditor, however it is anticipated that if the work being performed is identical then the fees for service would be substantially similar.

PAF – The PAF will need to employ a process to identify a new component auditor that has sufficient expertise to perform the work and is prepared to either provide CPAB access to inspect voluntarily or enter into a CPAB Access Agreement. The process to identify the new component auditor is estimated to be 10 hours. It is assumed that this process would primarily be undertaken by a Chartered Professional Accountant involved in the audit engagement with approximately 5 to 8 years experience, and an annual salary of $127,00011. Assuming an overhead charge of 25%, and the time allocated represents 0.5%12 of time an individual spends in a given year, the total internal cost anticipated to be incurred by the PAF is $794.13

New Component Auditor – The new component auditor may need to enter into a CPAB Access Agreement if it is not able to voluntarily provide access. As noted above, the total internal cost anticipated to finalize an agreement would be $1,278. Additional external costs would be incurred if a legal opinion were needed.

8 The time and cost necessary to provide a legal opinion could vary widely based on the complexity of the laws in a specific foreign jurisdiction. As a result, an estimated cost for a legal opinion has not been provided. 9 The average salary figure provided is based on information from the Counsel Network In-House Counsel Compensation & Career Survey Report 2018. This figure is based on the average Canadian salary, which may differ from the average salary for an equivalent position in a foreign jurisdiction. 10 Assuming a 40-hour work week, which is equivalent to 2,080 hours per year. 11 The salary figure provided is based on information from Robert Half 2018 Salary Guide for Accounting and Finance Professionals. This figure is based on information regarding Canadian salaries, which may differ from the salary for an equivalent position in a foreign jurisdiction. 12 Supra Note 10. 13 Since these costs could be viewed as directly attributable to a reporting issuer’s audit, the PAF may include all, or a portion, of these one- time costs as part of the audit engagement fee for a reporting issuer audit.

October 3, 2019 (2019), 42 OSCB 7900

Notices

CPAB – The new component auditor may need to enter into a CPAB Access Agreement if it is not able to voluntarily provide access. As noted above, CPAB is of the view that the benefits of entering into a CPAB Access Agreement will outweigh the costs that they would incur.

If the PAF were to decide to perform the procedures previously performed by a significant component auditor, rather than identifying a new component auditor, then there may be additional costs incurred by the PAF that would not have been charged by a component auditor (e.g., travel, translation, etc.). These costs will vary depending on the extent of work performed and the location where the work is performed. Any such costs would need to be discussed with a reporting issuer’s audit committee as part of agreeing on the work to be performed for each year’s audit.

October 3, 2019 (2019), 42 OSCB 7901

Notices

This page intentionally left blank

October 3, 2019 (2019), 42 OSCB 7902

Notices

1.1.2 CSA Multilateral Staff Notice 58-311 Report on Fifth Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions

CSA Multilateral Staff Notice 58-311 Report on Fifth Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions follows on separately numbered pages. Bulletin pagination resumes at the end of the Multilateral Staff Notice.

October 3, 2019 (2019), 42 OSCB 7903

CSA Multilateral Staff Notice 58-311

Report on Fifth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions

October 2, 2019

Executive Summary

This report outlines key trends from a recent review of public disclosure regarding women on boards and in executive officer positions as required by Form 58-101F1 Corporate Governance Disclosure (the disclosure requirements) of National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101). The review was conducted by securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan. The review was completed for the purposes of identifying key trends. A qualitative assessment of compliance with the disclosure requirements was not conducted.

The key trends are based on a review sample of 641 issuers that had year-ends between December 31, 2018 and March 31, 2019 (year 5) and filed information circulars or annual information forms by July 31, 2019. See page 12 for details regarding our review sample.

The following key trends were observed in this review1:

Board seats • 17% of board seats were held by women; however, this number tended to increase with the size of the issuer and varied by industry. • 73% of issuers had at least one woman on their board, however, 170 issuers had no women on their board. • 5% of the chairs of the board were women. • 33% of vacated board seats were filled by women.

Executive officer • 4% of issuers had a woman chief executive officer (CEO). positions • 15% of issuers had a woman chief financial officer (CFO). • 64% of issuers had at least one woman in an executive officer position.

Targets • 22% of issuers adopted targets for the representation of women on their board. • 3% of issuers adopted targets for the representation of women in executive officer positions.

Term limits and other • 21% of issuers adopted some form of director term limits (alone or with other mechanisms of board mechanisms of board renewal). renewal • 36% of issuers adopted other mechanisms of board renewal, but did not adopt term limits. • 39% of issuers disclosed that they did not have director term limits nor had they adopted other mechanisms of board renewal.

Policies • 50% of issuers adopted a policy relating to the representation of women on their board.

The CSA will continue to monitor trends in this area.

1 All percentages in this report have been rounded to a whole number.

Snapshot of Data

The following is a snapshot of the year-over-year comparison of the key trends identified in our reviews:

Trends Year

1 2 3 4 5

Board representation

Total board seats occupied by women 11% 12% 14% 15% 17%

Issuers with at least one woman on their board 49% 55% 61% 66% 73%

Issuers with three or more women on their board 8% 10% 11% 13% 15%

Board seats occupied by women of issuers with < $1 billion market capitalization 8% 9% 10% 11% 13%

Board seats occupied by women of issuers with $1-2 billion market capitalization2 11% 13% 17% 19% 20%

Board seats occupied by women of issuers with $2-10 billion market capitalization2 17% 18% 18% 21% 23%

Board seats occupied by women of issuers with over $10 billion market capitalization2 21% 23% 24% 25% 27%

Chairs of the board who are women3 ------5%

Board vacancies filled by women4 -- -- 26% 29% 33%

Executive officers

Issuers with at least one woman in an executive officer position5 60% 59% 62% 66% 64%

Issuers with a woman CEO6 ------4% 4%

Issuers with a woman CFO6 ------14% 15%

Policies

Issuers that adopted a policy relating to the representation of women on their board 15% 21% 35% 42% 50%

Targets

Issuers that adopted targets for the representation of women on their board 7% 9% 11% 16% 22%

Issuers that adopted targets for the representation of women in executive officer 2% 2% 3% 4% 3% positions5

Term limits

Issuers that adopted director term limits 19% 20% 21% 21% 21%

2 Board seats occupied by women for issuers over $1 billion market capitalization: 16% (Year 1), 18% (Year 2), 20% (Year 3), 21% (Year 4) and 23% (Year 5). 3 Chairs of the board who are women were not included in our reporting in Year 1, Year 2, Year 3 and Year 4. 4 Board vacancies filled by women were not included in our reporting in Year 1 and Year 2. 5 The decrease in year 5 is driven in part by a change in methodology used to capture executive officer data. Issuers may have included in their disclosure, positions and/or targets for a group other than executive officers, as that term is defined in NI 58-101. In year 5, we focused more closely on disclosure regarding “executive officers” as defined. 6 Issuers with a woman CEO and issuers with a woman CFO were not included in our reporting in Year 1, Year 2 and Year 3.

Key Trends

Set out below are highlights from our review related to the following:

A. Women on boards B. Women in executive officer positions C. Board renewal

A. Women on boards

Board seats The percentage of board seats held by women increased to 17% in year 5.

The percentage of board seats held by women varied by the size of the issuer. • For the 432 issuers with a market capitalization of less than $1 billion, 13% of board seats were held by women. • For the 69 issuers with a market capitalization of between $1 billion and $2 billion, 20% of board seats were held by women.7 • For the 94 issuers with a market capitalization of between $2 billion and $10 billion, 23% of board seats were held by women.7 • For the 46 issuers with a market capitalization of greater than $10 billion, 27% of board seats were held by women.7

5% of the chairs of the board were women.8

7 Board seats occupied by women for the 209 issuers with a market capitalization of greater than $1 billion were: 16% (Year 1), 18% (Year 2), 20% (Year 3), 21% (Year 4) and 23% (Year 5). 8 Chair data is not a disclosure requirement.

Board fill rate When board seats became available and were filled, approximately three in ten seats were filled by women.

This year, 712 board seats were vacated during the year and 525 of those seats were filled. Of those filled seats, 33% (175 seats) were filled by women which represents a 4% increase over year 4.

Issuers with no The number of issuers with no women on their board has declined since the disclosure women on board requirements were introduced.

27% of issuers (170 issuers) had no women on their board.

Issuers with at The number of issuers with at least one woman on their board has increased since the disclosure least one woman requirements were introduced. on board 73% of issuers (471 issuers) had at least one woman on their board.

Industry data The number of women on boards varied by industry.

The manufacturing, retail and utilities industries had the highest percentage of issuers with one or more women on their boards.9 The mining, biotechnology and oil & gas industries had the lowest percentage of issuers with one or more women on their boards.

Refer to Appendix A for a year-over-year comparison of the percentage of issuers with one or more women on their boards by industry.

9 The larger Canadian banks, which are part of an industry that has generally been an early adopter of diversity initiatives, are not captured in the data sample for this review. The six largest banks had an average of 38% of women on their boards based on their 2019 information circulars filed for their years ending October 31, 2018.

Targets Few issuers had targets for women on their boards.

22% of issuers set targets for the representation of women on their boards.

Issuers that adopted board targets had an average of 24% of their board seats held by women, compared to issuers without targets that had an average of 15%.

Policies relating 50% of issuers adopted a policy on identifying and nominating women directors, representing a to the significant increase since year 1. identification and nomination The 321 issuers that adopted a policy relating to the representation of women on their boards had an of women average of 21% of women on their boards compared to issuers with no such policy, that had an directors average of 13%.

B. Women in executive officer positions

Number of women 64% of issuers had at least one woman in an executive officer position.10 in executive officer positions The number of executive officers reported by issuers ranged from zero to approximately 128, with an average number of 10 executive officers.11

4% of issuers had a woman CEO.12 15% of issuers had a woman CFO.12

10 540 of the 641 issuers in the review sample disclosed executive officer information. 11 The numbers included in this part of the report are taken from issuers’ disclosure, and may include positions other than executive officers, as that term is defined in NI 58-101. In Year 5, as noted in footnote 5, we focused more closely on disclosure regarding “executive officers” as defined. 12 CEO and CFO data is not a disclosure requirement.

Industry data The number of women in executive officer positions varied by industry.

The real estate, retail and financial services industries had the highest percentage of issuers with one or more women in executive officer positions. The mining, oil & gas, and technology industries had the lowest percentage of issuers with one or more women in executive officer positions.

Refer to Appendix B for a year-over-year comparison of the percentage of issuers with one or more women in executive officer positions by industry.

Targets Targets for women in executive officer positions were rare.

3% of issuers set targets for the representation of women in executive officer positions.13

13 Refer to footnote 5.

C. Board renewal

Term limits 21% of issuers adopted term limits (alone or with other mechanisms of board renewal).

Term limits took varied forms: • 44% adopted age limits, • 25% adopted tenure limits, and • 31% adopted both age and tenure limits.

The average tenure and age limits were 13 years and 73 years, respectively.

Other mechanisms 36% of issuers adopted other mechanisms of board renewal, but did not adopt term limits. Some of board renewal of these issuers indicated that they used assessments of the board and individual directors as a mechanism of board renewal.

39% of issuers disclosed that they did not have director term limits nor had they adopted other mechanisms of board renewal.

Background

Required Subject to certain exceptions, issuers listed on the Toronto Stock Exchange (TSX) and certain other disclosure non-venture issuers are required to provide disclosure on an annual basis in the following five areas:

• Number of women in roles – the number and percentage of women on its board of directors and in executive officer positions.

• Targets – whether it has targets for the number or percentage of women on its board and in executive officer positions, and if not, why not.

• Board policy – whether it has a written policy relating to the identification and nomination of women directors, and if not, why not.

• Board renewal – whether it has director term limits or other mechanisms of board renewal, and if not, why not.

• Consideration of the representation of women – whether it considers the representation of women in its director identification and selection process and in its executive officer appointments, and if not, why not.

Objective The objective of the disclosure requirements is to increase transparency for investors and other stakeholders regarding the representation of women on boards and in executive officer positions, and the approach that issuers take in respect of such representation.

Prior reviews of This is the fifth consecutive annual review of this disclosure that we14 have conducted. The trends disclosure from our first four annual reviews are set out in:

• Year 1 (2015) – CSA Multilateral Staff Notice 58-307

• Year 2 (2016) – CSA Multilateral Staff Notice 58-308

• Year 3 (2017) – CSA Multilateral Staff Notice 58-309

• Year 4 (2018) – CSA Multilateral Staff Notice 58-310

14 The Alberta Securities Commission did not participate in the 2015 and 2016 reviews as the disclosure requirements had not yet been adopted in Alberta. The British Columbia Securities Commission has not adopted the disclosure requirements and did not participate in any of the reviews. However, Alberta- based and BC-based TSX-listed issuers were included in the respective samples.

Review Sample

As of May 31, 2019, approximately 1,600 issuers were listed on the TSX, of which approximately 760 were subject to the disclosure requirements.

Scope of sample We reviewed the disclosure of 641 issuers that had year-ends between December 31, 2018 and March 31, 2019, and filed information circulars or annual information forms by July 31, 2019.

Issuers excluded from our review include: • approximately 760 exchange-traded funds or closed-end funds, • issuers that moved the listing of their securities from the TSX Venture Exchange (TSX-V) to the TSX in 2019, • issuers that have year ends subsequent to March 31, 2019, which includes the larger Canadian banks, and • other issuers such as designated foreign issuers and SEC foreign issuers that are exempt from the requirements of NI 58-101.

Due to the scope of our sample, our findings, and the comparisons between the current year and the prior four years provide only a partial picture. The issuers in the current year and the prior year samples vary for several reasons including: • issuers being delisted from the TSX, • issuers’ listings of securities being moved to the TSX-V, • corporate reorganizations resulting in issuers no longer being listed on the TSX, • issuers filing information circulars after July 31, 2019, • issuers completing initial public offerings and becoming listed on the TSX, and • issuers ceasing to be reporting issuers.

Profile of issuers in review sample

Questions

If you have any questions regarding this report, please contact:

Ontario Securities Commission

Jo-Anne Matear Leslie Milroy ☏ 416-593-2323 ☏ 416-596-4272  [email protected]  [email protected]

Christine Krikorian Shari Liu ☏ 416-593-2313 ☏ 416-596-4257  [email protected]  [email protected]

Alberta Securities Commission

Cheryl McGillivray Rebecca Moen ☏ 403-297-3307 ☏ 403-297-4846  [email protected]  [email protected]

Financial and Consumer Affairs Authority of Saskatchewan

Heather Kuchuran ☏ 306-787-1009  [email protected]

The Manitoba Securities Commission

Wayne Bridgeman ☏ 204-945-4905  [email protected]

Autorité des marchés financiers

Martin Latulippe Diana D’Amata ☏ 514-395-0337, ext.4331 ☏ 514-395-0337, ext.4386  [email protected]  [email protected]

Financial and Consumer Services Commission (New Brunswick)

Ella-Jane Loomis ☏ 506-453-6591  [email protected]

Nova Scotia Securities Commission

H. Jane Anderson ☏ 902-424-0179  [email protected]

Appendix A

The following is a year-over-year comparison of the percentage of issuers with at least one woman on their board by industry:

Industry Year 1 Year 2 Year 3 Year 4 Year 5

Percentage of issuers with one or more women on their boards

Biotechnology 65% 57% 56% 56% 67%

Financial Services 59% 67% 60% 61% 73%

Manufacturing 60% 68% 84% 89% 93%

Mining 35% 38% 54% 59% 62%

Oil & Gas 40% 40% 45% 56% 70%

Real Estate 64% 66% 59% 73% 80%

Retail 78% 79% 89% 84% 86%

Technology 39% 52% 52% 68% 73%

Utilities 86% 82% 86% 81% 85%

Appendix B

The following is a year-over-year comparison of the percentage of issuers with at least one woman in an executive officer position by industry:

Industry Year 1 Year 2 Year 3 Year 4 Year 5

Percentage of issuers with one or more women on in executive officer positions

Biotechnology 48% 66% 71% 64% 61%

Financial Services 64% 63% 66% 71% 76%

Manufacturing 61% 81% 79% 80% 70%

Mining 52% 49% 52% 56% 52%

Oil & Gas 49% 46% 48% 53% 54%

Real Estate 76% 76% 80% 80% 83%

Retail 82% 71% 68% 76% 80%

Technology 45% 44% 59% 52% 55%

Utilities 65% 73% 67% 75% 70%

This page intentionally left blank Notices

1.1.3 Notice of Amended and Restated Memorandum of Understanding with the UK Financial Conduct Authority Concerning Consultation, Cooperation and the Exchange of Information Related to the Supervision of Cross- Border Alternative Investment Fund Managers

NOTICE OF AMENDED AND RESTATED MEMORANDUM OF UNDERSTANDING WITH THE UK FINANCIAL CONDUCT AUTHORITY CONCERNING CONSULTATION, COOPERATION AND THE EXCHANGE OF INFORMATION RELATED TO THE SUPERVISION OF CROSS-BORDER ALTERNATIVE INVESTMENT FUND MANAGERS

October 3, 2019

The Ontario Securities Commission, together with the Autorité des marchés financiers, Alberta Securities Commission and British Columbia Securities Commission (the “Canadian Authorities”), recently entered into an amended and restated supervisory Memorandum of Understanding (the “Amended Supervisory MoU”) with the United Kingdom Financial Conduct Authority.

The Canadian Authorities entered into similar supervisory MoUs with other European Union and European Economic Area member state financial securities regulators in 2013. The entering into of such supervisory MoUs was a pre-condition under the EU Alternative Investment Fund Managers Directive (“AIFMD”) for allowing non-EU Alternative Investment Fund Managers (“AIFMs”) to manage and market Alternative Investment Funds (“AIFs”) in the EU and to perform fund management activities on behalf of EU Managers. Under the AIFMD, AIFMs are legal persons whose regular business is the risk and/or portfolio management of AIFs and AIFs are collective investment undertakings other than those that comply with the EU Undertakings for Collective Investment in Transferable Securities Directive.

The OSC is a party to an existing supervisory MoU signed in 2013 with the Financial Conduct Authority based on the AIFMD. The Amended Supervisory MoU was necessary as the United Kingdom has given notice that it intends to leave the European Union, and after this occurs, the European legislation referenced in the existing supervisory MoU with the Financial Conduct Authority will no longer apply to the United Kingdom. The Amended Supervisory MoU has been updated to reflect the regulatory regime that will apply in relation to AIFs in the United Kingdom after it has left the European Union.

The purpose of the Amended Supervisory MoU is to facilitate consultation, cooperation and the exchange of information related to the supervision of AIFMs that operate on a cross-border basis in the jurisdictions of both the Financial Conduct Authority and the relevant Canadian Authority.

The Amended Supervisory MoU is subject to the approval of the Minister of Finance and was delivered to the Minister of Finance on October 1, 2019.

Questions may be referred to:

Cindy Wan Interim Lead, International Affairs Office of Domestic and International Affairs 416-263-7667 [email protected]

Conor Breslin Advisor Office of Domestic and International Affairs 416-593-8112 [email protected]

[Editor’s Note: Amended and Restated MoU concerning consultation, cooperation and the exchange of information related to the supervision of Covered Entities in the alternative investment fund industry between the Ontario Securities Commission (OSC), the Québec Autorité des marchés financiers (QAMF), the Alberta Securities Commission (ASC), the British Columbia Securities Commission (BCSC) and the United Kingdom Financial Conduct Authority (FCA) is reproduced on the following separately numbered pages. Bulletin pagination resumes at the end of the Staff Notice.]

October 3, 2019 (2019), 42 OSCB 7904

Notices

1.3 Notices of Hearing with Related Statements of Allegations

1.3.1 Solar Income Fund Inc. et al. – ss. 127(1), 127.1

FILE NO.: 2019-35

IN THE MATTER OF SOLAR INCOME FUND INC., ALLAN GROSSMAN, CHARLES MAZZACATO, and KENNETH KADONOFF

NOTICE OF HEARING Subsection 127(1) and Section 127.1 of the Securities Act, RSO 1990, c S.5

PROCEEDING TYPE: Enforcement Proceeding

HEARING DATE AND TIME: October 15, 2019 at 11:00 a.m.

LOCATION: 20 Queen Street West, 17th Floor, Toronto, Ontario

PURPOSE

The purpose of this proceeding is to consider whether it is in the public interest for the Commission to make the order(s) requested in the Statement of Allegations filed by Staff of the Commission on September 26, 2019.

The hearing set for the date and time indicated above is the first attendance in this proceeding, as described in subsection 5(1) of the Commission’s Practice Guideline.

REPRESENTATION

Any party to the proceeding may be represented by a representative at the hearing.

FAILURE TO ATTEND

IF A PARTY DOES NOT ATTEND, THE HEARING MAY PROCEED IN THE PARTY’S ABSENCE AND THE PARTY WILL NOT BE ENTITLED TO ANY FURTHER NOTICE IN THE PROCEEDING.

FRENCH HEARING

This Notice of Hearing is also available in French on request of a party. Participation may be in either French or English. Participants must notify the Secretary’s Office in writing as soon as possible if the participant is requesting a proceeding be conducted wholly or partly in French.

AVIS EN FRANÇAIS

L'avis d'audience est disponible en français sur demande d’une partie, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Bureau du secrétaire par écrit dès que possible si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.

Dated at Toronto this 26th day of September, 2019.

“Grace Knakowski” Secretary to the Commission

For more information

Please visit www.osc.gov.on.ca or contact the Registrar at [email protected].

October 3, 2019 (2019), 42 OSCB 7905

Notices

IN THE MATTER OF SOLAR INCOME FUND INC., ALLAN GROSSMAN, CHARLES MAZZACATO, and KENNETH KADONOFF

STATEMENT OF ALLEGATIONS (Subsection 127(1) and Section 127.1 of the Securities Act, RSO 1990, c S.5)

A. OVERVIEW

1. This proceeding involves managers of a fund who used their positions to mislead and defraud investors.

2. Allan Grossman and Solar Income Fund Inc. created and managed a fund called SIF Solar Energy Income & Growth Fund to raise money in the exempt market. Grossman, Charles Mazzacato and Kenneth Kadonoff were shareholders, directors and directing minds of SIF Inc. The fund’s offering memorandum promised investors that SIF Inc. would spend all of their money on the “acquisition, development, and operation” of solar energy installations, and would charge investors a “development fee” to do so. The offering memorandum led investors to believe that all of their invested funds would be used to buy, develop and operate physical assets that would produce a return on investment through the sale of solar energy.

3. In fact, Grossman, Mazzacato, Kadonoff and SIF Inc. used SIF Solar Energy Income & Growth Fund as a kind of “slush fund”, distributing a substantial portion of its cash to other funds managed by them in exchange for unsecured notes. Certain of the Respondents partly owned some of the entities receiving the funds. The Respondents’ diversion of funds meant that investors in SIF Solar Energy Income & Growth Fund were deprived of the opportunity to invest in physical assets as they had been promised and were instead left with unsecured notes, over $5 million of which were never paid back. SIF Inc. also charged these investors over $3 million in development fees, from which the Respondents personally benefitted, despite not using all of investors’ funds for development purposes as SIF Inc. had promised. Finally, the Respondents fraudulently used investors’ funds to make distributions to investors in another co-managed fund, and to pay fees owed to that fund’s exempt market dealers.

4. Investors are entitled to expect that their funds will be used for purposes described in an exempt market offering memorandum. When managers use investor funds in a way that is contrary to the representations made to investors, and particularly when the use of funds provides a direct or indirect benefit to the managers of an exempt market issuer, Staff will not hesitate to take action.

B. FACTS

Staff of the Enforcement Branch of the Ontario Securities Commission (“Enforcement Staff”) makes the following allegations of fact:

5. SIF Solar Energy Income & Growth Fund (“SIF #1”) is an open-end investment trust created on February 4, 2013 and governed by the laws of the Province of Alberta. During the relevant time and prior to December 22, 2017, SIF #1 was managed by SIF Income Fund Inc. (“SIF Inc.”). Grossman, Mazzacato, and Kadonoff were officers, directors and/or directing minds of SIF Inc. for part or all of the Material Time defined below.

6. During the period March 6, 2013 to October 21, 2014, SIF #1 raised approximately $57 million through the sale of units in SIF #1 (the “Offering”). The SIF #1 offering memorandum (the “OM”) and its amendments represented to investors that the proceeds of the Offering would be used to invest in subsidiaries to acquire, develop, and operate solar energy power installations.

7. However, from March 6, 2013 to December 31, 2016 (the “Material Time”), SIF Inc. caused over $20 million of the proceeds raised in SIF #1 to be used for purposes other than those represented to investors in SIF #1’s OM. In particular, during the Material Time,

(i) SIF Inc. caused SIF #1 to transfer approximately $8.35 million to SIF Capital Canada Inc. (“SIF Capital”), a company managed and partly owned by SIF Inc. SIF Capital used almost all of these funds to redeem existing debentures of SIF Capital. SIF #1 loaned a further $965,000 to SIF Capital for the expansion of the Whitewater solar project (“Whitewater”) before SIF #1 owned any stake in this project;

(ii) Between August 2014 and April 2015, SIF Inc. caused SIF #1 to loan $898,000 to other projects managed by SIF Inc. and in which various entities or trusts related to officers and/or directors of SIF Inc. had an interest; and

October 3, 2019 (2019), 42 OSCB 7906

Notices

(iii) SIF Inc. caused SIF #1 to loan $9.8 million to SIF #2 Solar Income & Growth (“SIF #2”), another open-end investment trust managed by SIF Inc. SIF Inc. caused SIF #2 to use these loans to fund solar energy projects owned by SIF #2, to pay development and other fees it owed to SIF Inc., to pay fees it owed to exempt market dealers, and to make distributions to SIF #2 investors that SIF #2 could not otherwise afford to pay.

8. SIF Inc. recorded all of these transactions as either debentures or loans. In each case, the debentures and loans were unsecured and had no fixed term.

9. By engaging in this conduct, the Respondents caused SIF #1 to make statements and/or to omit information related to the use of funds that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading relationship, which statements were untrue or omitted information necessary to prevent the statements from being false or misleading in the circumstances in which they were made.

10. Further, by causing SIF #2 to pay exempt market dealer fees and distributions to SIF #2 investors using SIF #1 funds, Grossman, Mazzacato and SIF Inc. engaged in conduct that they knew or ought to have known perpetrated a fraud, and deprived SIF #1 investors of their capital and/or put their capital at risk.

11. In addition, the Respondents acted contrary to the public interest.

The corporate Respondent

12. SIF Inc. was incorporated on December 18, 2009. It was a privately held Ontario corporation focused on the development and management of solar energy power generation installations. During the Material Time, SIF Inc. managed SIF #1 under a management agreement and an amended management agreement.

13. SIF Inc. managed other solar energy related entities and business ventures, some of which were directly or indirectly owned by SIF Inc. and/or entities or trusts related to its officers and directors.

The individual Respondents

14. Grossman is a Chartered Accountant. He co-founded SIF Inc. Grossman’s family trust was a shareholder and Grossman was a directing mind of SIF Inc. during all of the Material Time. Grossman became the Chief Operating Officer of SIF Inc. commencing December 18, 2009. On November 25, 2013, he became a director of SIF Inc. and its Chief Financial Officer. On or about June 10, 2014, Grossman’s position changed to VP Finance of SIF Inc., a position he retained until August 31, 2015, when he became Executive Vice President. He remained a director and/or officer throughout the remainder of the Material Time.

15. Kadonoff was an indirect shareholder of SIF Inc. during the Material Time. On March 6, 2013, he became the Director of Business Development with SIF Inc. On or about May 15, 2014, he became a director and the VP General Counsel. On August 31, 2015, he resigned as a director and officer. Kadonoff remained a consultant to SIF Inc. until he was formally terminated in February 2016.

16. Mazzacato became an indirect shareholder of SIF Inc. in or about September 2014. Effective May 15, 2014, he became a director and the Chief Technology Officer, VP Project Development of SIF Inc. In August 2015, Mazzacato’s position changed to President, which he held for the remainder of the Material Time.

SIF #1’s Offering Memorandum and Declaration of Trust

17. SIF Inc. established SIF #1 and prepared an OM as well as the Declaration of Trust for SIF #1. Various exempt market dealers distributed the OM to investors. The OM and the Declaration of Trust for SIF #1 provided that the business and purpose of SIF #1 was:

to invest in Subsidiaries1 which will in turn invest in the acquisition, development, financing and operation of solar energy powered installations (“Installations”) and other ancillary or incidental business activities (the “Business”).

18. The long-term objectives of SIF #1 were described in the OM using almost identical language:

1 Subsidiary as defined in the SIF #1 March 6, 2013 OM “means any company, partnership, trust or other entity either controlled, directly or indirectly, by the Fund or in which the Fund holds more than 50% of the outstanding equity securities.” The SIF #1 March 6, 2013 OM also stated: “The Fund expects to create a Subsidiary trust to be the sole limited partner of one or more limited partnerships to be formed to conduct the Business. The general partners of such limited partnerships are expected to be owned, directly or indirectly by the Fund or by SIF [Inc.]”.

October 3, 2019 (2019), 42 OSCB 7907

Notices

The Fund’s long-term objective is to invest in Subsidiaries which will in turn invest in the acquisition, development, financing and operation of Installations, as more particularly described under Item 2.2 – Our Business.

19. The OM advised investors under a section entitled “Use of Available Funds” that all of the available funds raised in the Offering would be used to “develop or acquire” solar installations, to pay fees associated with this objective, or as cash reserves. No allocation was made in the “Use of Available Funds” section for loans or transfers to other entities.

20. The OM also advised investors, in a section entitled “Short Term Objectives and How We Intend to Achieve Them” that SIF #1 had two short-term objectives over the subsequent 12-month period:

(i) to “[r]aise capital through the Offering” and,

(ii) the “[a]cquisition and/or development and operation of approximately 20 Megawatts…of solar energy Installations on designated lands and/or rooftops” resulting in “[t]he equivalent of approximately 25,000,000 Kilowatt hours of solar energy production hours to be generated annually and sold under long-term Power Purchase Agreements.”

21. Under a subheading entitled “What we must do and how we will do it”, the OM provided an allocation of the total amount to be raised from investors in the Offering, and represented that all of the proceeds from the Offering would be allocated to the costs of the capital raise and to the “acquisition and/or development and operation” of solar installations by and for the benefit of SIF #1. No allocation was made in the “Short Term Objectives” section for loans or transfers to other entities.

22. The OM was amended four times. None of the amendments modified the original description of the business, purpose, use of funds and long-term and short-term objectives of SIF #1.

The Development Fee

23. SIF Inc. received compensation for the “acquisition and/or development and operation” of solar installations by and for the benefit of SIF #1. As confirmed in the OM, SIF Inc. was to provide consulting, development and administrative services to SIF #1 and its subsidiaries under a management agreement. The consideration payable to SIF Inc. for its services included a “development fee” of $1,620,000 (plus tax) payable over the first 12 months of SIF #1’s operation, a period described as “the appropriate time delay for substantial completion of SIF’s services to the Fund for Installations not currently operating.” The duties and services to be provided by SIF Inc. for which it would receive compensation included services related directly to the “acquisition, development and/or operation” of solar projects by SIF #1. Further, the OM described the development fee as part of the “costs to acquire and/or develop and operate the Installations”. Not included among the services the OM attributed to the development fee were activities related to financing, nor the making of loans or transfers to other entities.

24. On January 13, 2014, SIF Inc. caused SIF #1 to issue an amendment to the OM that increased the maximum offering to investors from $30 million to $60 million. As with the original OM, the January amendment provided that the available funds raised by SIF #1 in the Offering (net of capital raise costs) would be used to “develop or acquire Installations”, for cash reserves, various fees and costs. Due to the increase in the maximum offering, SIF Inc. was ultimately paid a “development fee” of approximately $3.1 million as at December 31, 2015, despite the fact that a significant portion of the total funds raised by SIF #1 was loaned to other entities managed by SIF Inc. and not used to acquire, develop or operate solar assets for SIF #1.

Flow of funds from SIF #1 to the benefit of other, non-affiliated entities

25. As set out below, during the Material Time, SIF Inc. caused SIF #1 to transfer funds to entities in which SIF Inc. and/or its directing minds held an ownership interest, or for the benefit of investors in entities controlled by SIF Inc. and/or its directing minds.

26. By causing SIF #1 to use investors’ funds for purposes contrary to the representations in SIF #1’s OMs, SIF Inc. authorized, permitted or acquiesced in SIF #1 making false, inaccurate or misleading statements and omitting important facts to investors. This, in some cases, caused actual losses to SIF #1 investors. Grossman, Mazzacato, and Kadonoff authorized, permitted or acquiesced to SIF Inc.’s conduct during the time when each was a directing mind of SIF Inc.

October 3, 2019 (2019), 42 OSCB 7908

Notices

(a) $8.35 million in transfers to SIF Capital

27. In 2013, SIF Inc. was the sole Class B voting shareholder and manager of SIF Capital. Grossman became a director of SIF Capital on April 30, 2014.

28. On November 10, 2013 and December 15, 2013, SIF Inc. caused SIF #1 to transfer $350,000 to SIF Capital, which SIF Inc. characterized as an unsecured loan bearing 9% interest, with no fixed term, and due on demand.

29. On January 13, 2014, after SIF #1 had raised approximately $25 million from investors under the terms of the OM, SIF Inc. caused SIF #1 to transfer another $8 million to SIF Capital. SIF Inc., as manager of SIF Capital, used the SIF #1 funds to redeem approximately $8 million in outstanding 10.75% debentures held by investors in SIF Capital. SIF Inc. then caused SIF Capital to issue an unsecured debenture note to SIF #1 bearing an annual interest rate of 9%, with no fixed term, and due on demand.

30. On January 13, 2014, SIF Capital was not a Subsidiary of SIF #1 (as defined in the SIF #1 OM) or a limited partnership for which SIF #1 was the sole limited partner. In addition, none of these transfers furthered SIF #1’s short term objective to “acqui[re] and/or develop[] and operat[e]… approximately 20 Megawatts of solar energy Installations on designated lands and/or rooftops.” Rather the transferred SIF #1 funds were used by SIF Inc. to redeem prior investments in SIF Capital.

31. SIF Inc. never demanded repayment of the debenture note on behalf of SIF #1, and although interest was accrued on the debenture note, it was never paid. As recorded in the audited December 31, 2014 SIF #1 consolidated financial statements, SIF #1 recognized an impairment loss of $438,189 on the interest receivable on the debenture note due to uncertainty regarding SIF Capital’s cash flows.

32. On or about July 24, 2014, SIF Inc. obtained a valuation of SIF Capital as of April 30, 2014 which determined that after accounting for SIF Capital’s liabilities, including the amounts owed to SIF #1, SIF Capital had a negative value. Despite this valuation, on January 1, 2015, SIF Inc. caused SIF #1 to acquire 100% of SIF Inc.’s Class B voting shares in SIF Capital for $84,722, approximately the same price SIF Inc. originally paid for its shares.

33. After SIF #1’s acquisition of SIF Capital, the remaining receivable amount of the unsecured loan and the $8 million debenture on the books of SIF #1 were offset by the corresponding debt and liabilities on the books of SIF Capital upon consolidation.

34. At the time of the $8.35 million in transfers, Grossman and Kadonoff were officers and/or directors and directing minds of SIF Inc.

(b) Over $9.8 million in transfers to SIF #2

35. On October 9, 2014, SIF Inc. created SIF #2, another unincorporated open-end investment trust. SIF #2 had nearly identical investment objectives and management structure as SIF #1 (including similar development fees payable to SIF Inc.), and was commonly managed by SIF Inc. SIF #1 did not have an ownership interest in SIF #2 or its assets.

36. SIF #2 sought to raise $30 million. However, it only raised approximately $7 million during the Material Time. Beginning in June 2015, SIF Inc. caused SIF #1 to advance funds to SIF #2. By the end of December 2015, these transfers totalled approximately $5.2 million. A “Grid Promissory Note” signed by Grossman and Kadonoff characterized these transfers of funds as a debt owing to SIF #1. The note bore 15% annual interest, was unsecured, and was payable on demand with no maturity date.

37. SIF Inc. continued to transfer funds from SIF #1 to SIF #2 throughout 2016. On January 22, 2016, SIF Inc. created a second “Grid Promissory Note”, signed by Grossman and Mazzacato, to replace the first note, reducing the interest payable to SIF #1 from 15% to 10%. Although the new grid promissory note reflected small repayments of the advances, the amount owing to SIF #1 reached a high of $9.8 million on August 16, 2016. According to SIF #2’s audited financial statements, the amount SIF #2 owed to SIF #1 as at December 31, 2016 was approximately $8.3 million. The December 31, 2018 audited consolidated SIF #2 financial statements indicated a write down of the amounts due to SIF #1 of $4.2 million and accrued interest of $877,000, as at December 31, 2017.

38. At no time from June 2015 to December 2016 was SIF #2 a subsidiary of SIF #1 or a limited partnership of which SIF #1 was the sole limited partner. In addition, the transfers were made contrary to SIF #1’s representation that it would use all of the investor proceeds from the Offering to “acqui[re] and/or develop[] and operat[e]… solar energy Installations.”

October 3, 2019 (2019), 42 OSCB 7909

Notices

39. Rather, the transferred SIF #1 funds were used by SIF Inc., among other things, to:

(i) acquire, develop and/or operate solar installations for the benefit of SIF #2;

(ii) pay more than $1.8 million from SIF #2 to SIF Inc. and CPE Inc., a subsidiary of SIF Inc., which included at least $870,000 in development fees;

(iii) pay over $200,000 in distributions to SIF #2 investors; and

(iv) pay fees to exempt market dealers involved in raising capital for SIF #2.

40. In addition to using SIF #1 funds to benefit SIF #2, its investors and exempt market dealers, the Respondents used the funds to benefit themselves. Between 2014 and 2016, SIF #2 paid development fees to SIF Inc., some of which consisted of funds provided by SIF #1 to SIF #2. Approximately $1.3 million of the development fees paid by SIF #2 to SIF Inc. were “prepaid” to SIF Inc. as at December 31, 2016. By that time, SIF Inc. did not expect to develop or acquire any additional projects for SIF #2. Rather than refunding the prepaid fees to SIF #2 (and SIF #2 subsequently using the refund to repay its loans from SIF #1), SIF Inc. kept the prepaid fees and caused SIF #2 to write them off as an expense without any value accruing to SIF #2.

41. For some or all of the time of these transfers, Grossman, Mazzacato, and Kadonoff were officers and/or directors, and directing minds, of SIF Inc. For the transfers in which SIF #1 funds were used to pay distributions to SIF #2 investors and fees to exempt market dealers, Grossman, Kadonoff and Mazzacato were officers and/or directors and directing minds of SIF Inc.

42. Between 2013 and 2015, SIF Inc. caused SIF #1 to make transfers to four additional entities in which SIF Inc. and/or Grossman and Kadonoff held an ownership interest, or for the benefit of investors in entities controlled by SIF Inc. and/or Grossman and Kadonoff. At the time of these transfers, none of these entities was a Subsidiary of SIF #1 or a limited partnership of which SIF #1 was the sole limited partner.

(i) $578,000 transferred to High Quality

43. During 2014 and 2015, High Quality Solar Projects #22 (“High Quality”) was a general partner of SIF International 2013 LP (“SIF International”). High Quality purportedly was involved in the development of a solar project in Romania. During this time, SIF International was under common management by SIF Inc. Grossman and Kadonoff had an indirect ownership interest in SIF International.

44. In 2014 and 2015, SIF Inc. caused SIF #1 to loan to High Quality approximately $578,000.

45. SIF #1’s transfers to High Quality were supported by a “Grid Promissory Note”, signed by Grossman and Kadonoff, and bearing interest of 11% per annum. The note provided for no security or maturity date.

46. At no time in 2014 and 2015 was High Quality a Subsidiary of SIF #1 or a limited partnership of which SIF #1 was the sole limited partner. In addition, the transfers were made contrary to SIF #1’s representation that it would use all of the investor proceeds from the Offering to “acqui[re] and/or develop[] and operat[e]… solar energy Installations.”

47. High Quality did not successfully develop any solar projects in Romania and did not have the financial resources to repay SIF #1 the amounts owing under the Grid Promissory Note. Although the amounts were ultimately fully repaid, with interest, by Grossman, Kadonoff and other shareholders of SIF Inc. on December 15, 2015, SIF #1 investors’ funds were used in a manner contrary to the representations made to them.

48. At the time of the transfers to High Quality, Grossman, Kadonoff and Mazzacato were officers and/or directors and directing minds of SIF Inc.

(ii) $965,000 in transfers to Whitewater

49. In 2013, Whitewater was a project 80% owned by SIF Capital, which was in turn partially owned and managed by SIF Inc.

50. On November 27, 2013, SIF Inc. caused SIF #1 to transfer $350,000 to Whitewater. In 2014, SIF Inc. caused SIF #1 to make additional transfers to Whitewater such that, the end of 2014 a total of $965,000 was transferred from SIF #1 to Whitewater.

October 3, 2019 (2019), 42 OSCB 7910

Notices

51. The transfers were acknowledged by promissory notes signed by Grossman on behalf of SIF Capital which provided no security, required payment on demand, and set an annual interest rate of 9%.

52. On February 1, 2014, SIF Inc. caused SIF #1 to acquire a 20% interest in Whitewater although this interest did not qualify Whitewater as a Subsidiary under the SIF #1 OMs.

53. At no time in 2013 and 2014 was Whitewater a Subsidiary of SIF #1 or a limited partnership of which SIF #1 was the sole limited partner. In addition, the transfers were made contrary to SIF #1’s representation that it would use all of the investor proceeds from the Offering to “acqui[re] and/or develop[] and operat[e]… solar energy Installations.”

54. As referred to above, on January 1, 2015, SIF Inc. caused SIF #1 to acquire 100% of SIF Inc.’s Class B voting shares in SIF Capital. The effect of SIF #1’s acquisition of SIF Capital (which owned the remaining 80% of Whitewater) was that, on a consolidated basis, the entire debt owing by Whitewater to SIF #1 was eliminated.

55. For some or all of these transfers, Grossman, Mazzacato and Kadonoff were officers and/or directors and directing minds of SIF Inc.

(iii) $320,000 in transfers to LP #3

56. In 2014, Grossman and Kadonoff held an ownership interest in Solar Income Fund LP #3 (“LP #3”), which was managed by SIF Inc. LP #3 owned a solar energy project named Paddock Green.

57. In 2014, SIF Inc. caused SIF #1 to transfer funds to LP #3 such that as at December 31, 2014 a total of $320,386 had been transferred to LP #3. These transfers were acknowledged by a promissory note which provided no security, required payment on demand, and set an annual interest rate of 10%.

58. At no time in 2014 was LP #3 a Subsidiary of SIF #1 or a limited partnership of which SIF #1 was the sole limited partner. In addition, the transfers were made contrary to SIF #1’s representation that it would use all of the investor proceeds from the Offering to “acqui[re] and/or develop[] and operat[e]… solar energy Installations.”

59. For some or all of these transfers, Grossman, Kadonoff and Mazzacato were officers and/or directors and directing minds of SIF Inc.

(iv) $430,000 in transfers to SIF Inc.

60. In 2014 and 2015, SIF Inc. caused SIF #1 to transfer funds to itself over and above the funds owed to it by SIF #1. By December 31, 2015, these excess payments totalled approximately $430,000. These transfers were recorded as a promissory note which provided no security, required payment on demand, and bore an annual interest rate of 10%.

61. For some or all of these transfers, Grossman, Kadonoff and Mazzacato were officers and/or directors and directing minds of SIF Inc.

Summary

62. All of the Respondents have breached subsection 44(2) of the Securities Act, RSO 1990, c.S.5 (the “Act”) by making or causing SIF #1 to make statements related to SIF #1’s use of funds that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading relationship, which statements were untrue or omitted information necessary to prevent the statements from being false or misleading in the circumstances in which they were made.

63. All of the Respondents have breached subsection 126.1(1)(b) of the Act by using funds of SIF #1 in a way that was contrary to the purpose and the short-term and long-term objectives of SIF #1 as provided in its OM, thereby directly or indirectly engaging in or participating in a course of conduct relating to securities which they each knew or reasonably ought to have known perpetrated a fraud on investors. In particular, the Respondents caused SIF #1 to transfer funds to SIF #2 to pay distributions to SIF #2 investors, and fees payable to SIF #2’s exempt market dealers, which was contrary to statements provided in SIF #1’s OM. By doing so, the Respondents exposed SIF #1 investors to risks not disclosed to them, and in some cases, caused actual losses to SIF #1 investors.

64. All of the Respondents have also acted contrary to the public interest.

October 3, 2019 (2019), 42 OSCB 7911

Notices

C. BREACHES OF ONTARIO SECURITIES LAW AND CONDUCT CONTRARY TO THE PUBLIC INTEREST

65. Enforcement Staff alleges the following breaches of Ontario securities law and/or conduct contrary to the public interest during the Material Time:

(a) SIF Inc. made or caused SIF #1 and/or others to make statements that a reasonable investor would consider relevant in deciding whether to enter into or maintain a trading or advising relationship, which statements were untrue or omitted information necessary to prevent the statements from being false or misleading in the circumstances in which they were made, contrary to subsection 44(2) of the Act;

(b) Each of the individual Respondents as officers and/or directors of SIF Inc. authorized, permitted or acquiesced in the breaches by SIF Inc. set out in (a) above and, in doing so, are deemed to have not complied with Ontario securities law pursuant to section 129.2 of the Act;

(c) Grossman, Mazzacato, Kadonoff and SIF Inc. directly or indirectly engaged in or participated in acts, practices or courses of conduct relating to securities that they each knew or reasonably ought to have known perpetrated a fraud on persons or companies, contrary to s. 126.1(1)(b) of the Act, by causing SIF #1 to transfer funds to SIF #2 for the payment of distributions to SIF #2 investors, and fees payable to SIF #2’s exempt market dealers, which was contrary to statements provided in SIF #1’s OM; and

(d) The Respondents have engaged in activity that is contrary to the public interest.

66. Enforcement Staff reserves the right to amend these allegations and to make such further and other allegations as Enforcement Staff may advise and the Commission may permit.

D. ORDERS SOUGHT:

67. Enforcement Staff requests that the Commission make the following orders:

As against Solar Income Fund Inc.:

(i) that it cease trading in any securities or derivatives permanently or for such period as is specified by the Commission, pursuant to paragraph 2 of subsection 127(1) of the Act;

(ii) that it be prohibited from acquiring any securities permanently or for such period as is specified by the Commission, pursuant to paragraph 2.1 of subsection 127(1) of the Act;

(iii) that any exemption contained in Ontario securities law not apply to it permanently or for such period as is specified by the Commission, pursuant to paragraph 3 of subsection 127(1) of the Act;

(iv) that it be reprimanded, pursuant to paragraph 6 of subsection 127(1) of the Act;

(v) that it be prohibited from becoming or acting as a registrant or promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;

(vi) that it pay an administrative penalty of not more than $1 million for each failure to comply with Ontario securities law, pursuant to paragraph 9 of subsection 127(1) of the Act;

(vii) that it disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law, pursuant to paragraph 10 of subsection 127(1) of the Act;

(viii) that it pay costs of the Commission investigation and the hearing, pursuant to section 127.1 of the Act; and

(ix) such other order as the Commission considers appropriate in the public interest.

As against Allan Grossman, Charles Mazzacato and Kenneth Kadonoff:

(i) that he cease trading in any securities or derivatives permanently or for such period as is specified by the Commission, pursuant to paragraph 2 of subsection 127(1) of the Act;

(ii) that he be prohibited from acquiring any securities permanently or for such period as is specified by the Commission, pursuant to paragraph 2.1 of subsection 127(1) of the Act;

October 3, 2019 (2019), 42 OSCB 7912

Notices

(iii) that any exemption contained in Ontario securities law not apply to him permanently or for such period as is specified by the Commission, pursuant to paragraph 3 of subsection 127(1) of the Act;

(iv) that he be reprimanded, pursuant to paragraph 6 of subsection 127(1) of the Act;

(v) that he resign any position he may hold as a director or officer of an issuer permanently or for such period as is specified by the Commission, pursuant to paragraph 7 of subsection 127(1) of the Act;

(vi) that he be prohibited from becoming or acting as a director or officer of any issuer permanently or for such period as is specified by the Commission, pursuant to paragraph 8 of subsection 127(1) of the Act;

(vii) that he resign any positions that he may hold as a director or officer of a registrant, pursuant to paragraph 8.1 of subsection 127(1) of the Act;

(viii) that he be prohibited from becoming or acting as a director or officer of a registrant, pursuant to paragraph 8.2 of subsection 127(1) of the Act;

(ix) that he be prohibited from becoming or acting as a registrant or promoter, pursuant to paragraph 8.5 of subsection 127(1) of the Act;

(x) that he pay an administrative penalty of not more than $1 million for each failure to comply with Ontario securities law, pursuant to paragraph 9 of subsection 127(1) of the Act;

(xi) that he disgorge to the Commission any amounts obtained as a result of non-compliance with Ontario securities law, pursuant to paragraph 10 of subsection 127(1) of the Act;

(xii) that he pay costs of the Commission investigation and the hearing, pursuant to section 127.1 of the Act; and

(xiii) such other order as the Commission considers appropriate in the public interest.

DATED this 26th day of September, 2019

Andrew Faith Polley Faith LLP 1300-80 Richmond St. W. Toronto, Ontario M5H 2A4 [email protected] Tel: 416.365.1600 Litigation Counsel for Staff of the Ontario Securities Commission

October 3, 2019 (2019), 42 OSCB 7913

Notices

1.4 Notices from the Office of the Secretary 1.4.2 Natural Bee Works Apiaries Inc. et al.

1.4.1 Majd Kitmitto et al. FOR IMMEDIATE RELEASE September 26, 2019 FOR IMMEDIATE RELEASE September 25, 2019 NATURAL BEE WORKS APIARIES INC., RINALDO LANDUCCI, and MAJD KITMITTO, TAWLIA CHICKALO, STEVEN VANNATTA, File No. 2018-40 CHRISTOPHER CANDUSSO, CLAUDIO CANDUSSO, TORONTO – The Commission issued its Reasons and DONALD ALEXANDER (SANDY) GOSS, Decision on Sanctions and Costs and an Order in the JOHN FIELDING, and above noted matter. FRANK FAKHRY, File No. 2018-70 A copy of the Reasons and Decision on Sanctions and Costs and the Order dated September 25, 2019 are TORONTO – The Commission issued an Order in the available at www.osc.gov.on.ca. above named matter. OFFICE OF THE SECRETARY A copy of the Order dated September 25, 2019 is available GRACE KNAKOWSKI at www.osc.gov.on.ca. SECRETARY TO THE COMMISSION

OFFICE OF THE SECRETARY For media inquiries: GRACE KNAKOWSKI SECRETARY TO THE COMMISSION [email protected]

For media inquiries: For investor inquiries: [email protected] OSC Contact Centre 416-593-8314 For investor inquiries: 1-877-785-1555 (Toll Free)

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

October 3, 2019 (2019), 42 OSCB 7914

Notices

1.4.3 Solar Income Fund Inc. et al. 1.4.4 Canada Cannabis Corporation et al.

FOR IMMEDIATE RELEASE FOR IMMEDIATE RELEASE September 26, 2019 September 30, 2019

SOLAR INCOME FUND INC., CANADA CANNABIS CORPORATION, ALLAN GROSSMAN, CANADIAN CANNABIS CORPORATION, CHARLES MAZZACATO, and BENJAMIN WARD, KENNETH KADONOFF, SILVIO SERRANO, and File No. 2019-35 PETER STRANG, File No. 2019-34 TORONTO – The Office of the Secretary issued a Notice of Hearing on September 26, 2019 setting the matter down to TORONTO – The Commission issued an Order in the be heard on October 15, 2019 at 11:00 a.m. as soon above named matter. thereafter as the hearing can be held in the above named matter. The hearing will be held at the offices of the A copy of the Order dated September 30, 2019 is available Commission at 20 Queen Street West, 17th Floor, Toronto. at www.osc.gov.on.ca.

A copy of the Notice of Hearing dated September 26, 2019 OFFICE OF THE SECRETARY and Statement of Allegations dated September 26, 2019 GRACE KNAKOWSKI are available at www.osc.gov.on.ca SECRETARY TO THE COMMISSION

OFFICE OF THE SECRETARY For media inquiries: GRACE KNAKOWSKI SECRETARY TO THE COMMISSION [email protected]

For media inquiries: For investor inquiries: [email protected] OSC Contact Centre 416-593-8314 For investor inquiries: 1-877-785-1555 (Toll Free)

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

October 3, 2019 (2019), 42 OSCB 7915

Notices

1.4.5 First Global Data Ltd. et al.

FOR IMMEDIATE RELEASE September 30, 2019

FIRST GLOBAL DATA LTD., GLOBAL BIOENERGY RESOURCES INC., AYEEM ALLI, MAURICE AZIZ, HARISH BAJAJ, AND ANDRE ITWARU, File No. 2019-22

TORONTO – Take notice that the hearing in the above named matter scheduled to be heard on October 22, 2019 will not proceed as scheduled.

The hearing will continue on October 30, 2019 at 10:00 a.m.

OFFICE OF THE SECRETARY GRACE KNAKOWSKI SECRETARY TO THE COMMISSION

For media inquiries:

[email protected]

For investor inquiries:

OSC Contact Centre 416-593-8314 1-877-785-1555 (Toll Free)

October 3, 2019 (2019), 42 OSCB 7916

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 PIMCO Canada Corp.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – relief granted from the concentration restriction requirements to permit fixed income funds to invest in debt securities issued by the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac) – relief is required to allow funds to invest more than 10 percent of their net asset value in Fannie Mae and Freddie Mac – Fannie Mae and Freddie Mac are implicitly guaranteed by the U.S. government – Fannie Mae and Freddie Mac are government sponsored entities in the U.S. – Fannie Mae and Freddie Mac are classified as “government securities” under the U.S. Investment Company Act of 1940 – Fannie Mae and Freddie Mac has a U.S. government equivalent credit rating – exemptive relief granted from subsection 2.1(1) of National Instrument 81-102 Investment Funds, subject to certain conditions.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 2.1(1), 19.1.

September 20, 2019

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

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

AND

IN THE MATTER OF PIMCO CANADA CORP. (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of each investment fund of which the Filer currently is the manager (the Current Funds) and each investment fund of which the Filer in the future becomes the manager (the Future Funds and, together with the Current Funds, the Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) that grants exemptive relief to the Filer and the Fund from:

(a) subsection 2.1(1) of National Instrument 81-102 Investment Funds (NI 81-102) to permit each Fund that is a mutual fund, other than an alternative mutual fund, to purchase a security of an issuer, enter into a specified derivative transaction or purchase index participation units (each a Purchase) when, immediately after the Purchase, more than 10 percent of the net asset value of the Fund would be invested in debt obligations issued or guaranteed by either the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac); and

(b) subsection 2.1(1.1) of NI 81-102 to permit each Fund that is an alternative mutual fund or a non-redeemable investment fund to make a Purchase when, immediately after the Purchase, more than 20 percent of the net asset value of the Fund would be invested in debt obligations issued or guaranteed by either the Fannie Mae

October 3, 2019 (2019), 42 OSCB 7917

Decisions, Orders and Rulings

or Freddie Mac,

(together, the Exemption Sought).

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

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all of the provinces and territories of Canada other than Ontario (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, and NI 81-102 have the same meaning if used in this decision, unless otherwise defined. In addition:

1940 Act means the United States Investment Company Act of 1940, as amended from time to time;

Fannie and Freddie Securities means debt obligations issued or guaranteed by either Fannie Mae or Freddie Mac including, without limitation, bonds and mortgage-backed securities and Fannie or Freddie Security means any one such debt obligation;

Minimum Rating means a credit rating of BBB- assigned by Standard & Poor’s Rating Service or an equivalent rating by one or more other designated rating organizations; and

U.S. Government Equivalent Rating means a credit rating assigned by Standard & Poor’s Rating Services (Canada), or an equivalent rating assigned by one or more other designated rating organizations, to a Fannie or Freddie Security that is not less than the credit rating then assigned by such designated rating organization to the debt of the United States government of approximately the same term as the remaining term to maturity of, and denominated in the same currency as, the Fannie or Freddie Security.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the laws of the Province of Ontario with its head office located in Toronto, Ontario.

2. The Filer is registered under the securities legislation in:

(a) all the provinces as a portfolio manager and exempt market dealer;

(b) Ontario, Québec and Newfoundland and Labrador as an investment fund manager; and

(c) Ontario and Manitoba as a commodity trading manager under the Commodity Futures Act (Ontario) and an adviser under the Commodity Futures Act (Manitoba), respectively.

3. The Filer is or will be the manager of each Fund.

4. The Filer is not in default of securities legislation in any Jurisdiction.

5. The Filer is an indirect wholly-owned subsidiary of Pacific Investment Management Company LLC (PIMCO LLC) which is a global fixed income investment manager with approximately US$1.84 trillion of assets under management as of June 30, 2019. PIMCO LLC currently is the investment sub-adviser to each Current Fund.

6. Each Fund is or will be an investment fund to which NI 81-102 applies, subject to any exemptions therefrom that have been, or may be, granted by the applicable securities regulatory authorities.

7. Each Current Fund is a reporting issuer under the securities legislation of all the Jurisdictions. Each Future Fund will be a reporting issuer under the securities legislation of Ontario and may be a reporting issuer under the securities legislation of one or more other Jurisdictions.

8. Each Current Fund is not in default of securities legislation in any Jurisdiction.

October 3, 2019 (2019), 42 OSCB 7918

Decisions, Orders and Rulings

9. The investment objectives of each Fund is or will permit the Fund to invest a majority of its assets in fixed income securities. The ability to invest in Fannie and Freddie Securities is or will be an important feature of each Fund due to the size and role of Fannie Mae and Freddie Mac in the United States mortgage industry and the expertise of PIMCO LLC investing in such securities.

10. Fannie Mae is a financial services corporation originally established by the United States Congress in 1938 to provide United States federal government money to local banks to finance home mortgages during the Great Depression. Its business includes borrowing money in the debt markets by selling bonds and providing liquidity to mortgage originators by purchasing whole loans which it then securitizes by issuing mortgage-backed securities. Fannie Mae also earns guarantee fees for assuming the credit risk on mortgage loans.

11. Freddie Mac is a financial services corporation that was created by the United States Congress in 1970 to expand the secondary market for mortgages in the United States. It was established to provide competition to Fannie Mae. Similar to Fannie Mae, the business of Freddie Mac includes buying mortgages in the secondary market, pooling them, and issuing mortgage-backed securities, as well as earning guarantee fees for assuming the credit risk on mortgage loans.

12. Fannie and Freddie Securities provide a substantial portion of the financing for residential mortgages in the United States.

13. Originally, the obligations of Fannie Mae were explicitly guaranteed by the United States government. The explicit guarantee was removed as part of a reorganization of Fannie Mae in 1968. Like Fannie Mae, there is no explicit guarantee of the obligations of Freddie Mac by the United States government.

14. Notwithstanding the absence of an explicit guarantee, it is widely assumed that there is an implied guarantee of the obligations of both Fannie Mae and Freddie Mac by the United States government. This assumption is based on the view that Fannie Mae and Freddie Mac each are considered to be “to big to fail” due to the critical roles they play as instrumentalities of the United States government existing to support the liquidity of the residential real estate mortgage market. Accordingly, it is widely believed that the United States government implicitly guarantees the obligations of Fannie Mae and Freddie Mac. This is reflected in Fannie and Freddie Securities currently having a U.S. Government Equivalent Rating.

15. The implied guarantee was evidenced during the 2008 financial crisis. At that time, Fannie Mae and Freddie Mac together owned or guaranteed approximately half of the United States’ US$12 trillion mortgage market and were at risk of defaulting on their obligations. Such a default would have increased the cost of obtaining mortgage financing from other sources, thereby exacerbating the decline in the U.S. residential real estate market, as well as negatively impacting investors (including retirement funds and money market funds) that held Fannie and Freddie Securities. As a result, on September 7, 2008, Fannie Mae and Freddie Mac were placed into conservatorship of the United States Federal Housing Financing Agency in order to stabilize them. The United States government avoided creating an explicit guarantee of the obligations of Fannie Mae and Freddie Mac due to the negative impact it would have had on the United States Treasury. Fannie Mae and Freddie Mac were expressly excluded from the bail-in regime created under Title II of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act to preclude future U.S. government bail-outs of large financial companies. It is expected that a further act of the U.S. Congress would be required to remove the implied guarantee of Fannie and Freddie Securities as part of a larger reform of the U.S. residential real estate market. No such initiative currently is a priority of the U.S. Congress.

16. Under the 1940 Act, an investment company registered with the United States Securities and Exchange Commission (the SEC) seeking to qualify as a “diversified company” is required, among other matters, to invest at least 75% of its total assets in a manner whereby not more than 5% of the value of its total assets is invested in the securities of any single issuer. This restriction is analogous to the diversification requirement imposed on public mutual funds in Canada by subsection 2.1(1) of NI 81-102 on public mutual funds in Canada. Similar to paragraph 2.1(2)(a) of NI 81-102, the 1940 Act excludes a “government security” from the 5% limit described.

17. The definition of “government security” in the 1940 Act differs from that contained in NI 81-102 by including any security issued by a person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States (a U.S. government instrumentality). Each of Fannie Mae and Freddie Mac is considered to be a U.S. government instrumentality and Fannie and Freddie Securities therefore are “government securities” under the 1940 Act.

18. The definition of “government security” in NI 81-102 does not include U.S. government instrumentalities. Accordingly, the only United States securities which qualify as government securities are those directly issued by, or fully and unconditionally guaranteed by, the United States government. Fannie and Freddie Securities do not meet this definition since their obligations are not explicitly fully and unconditionally guaranteed by the United States government.

October 3, 2019 (2019), 42 OSCB 7919

Decisions, Orders and Rulings

19. As a result, the restriction in subsection 2.1(1) applies to each investment by a Fund in Fannie and Freddie Securities.

20. Fannie and Freddie Securities represent a large, attractive and unique category of investment that cannot be replicated by any other issuer. For this reason, it is important to the Funds that they be entitled to maximize their opportunity to invest in Fannie and Freddie Securities.

21. Investments in Fannie and Freddie Securities are considered by PIMCO LLC to be more prudent than investments in equivalent bonds and mortgage-backed securities of other issuers due to the implied guarantee by the United States government. Accordingly, if the Exemption Sought is granted, each Fund will have the opportunity to maintain a more prudent portfolio through greater exposure to securities implicitly guaranteed by the United States government.

22. PIMCO LLC manages investment companies in the United States that currently hold significant amounts of Fannie and Freddie Securities, in many cases with individual investment companies investing more than 10% of their net assets in the securities of either Fannie Mae or Freddie Mac. As the investment sub-adviser to each Current Fund, PIMCO LLC has, on occasion, needed to limit the amount of Fannie and Freddie Securities a Current Fund otherwise would hold due to the restriction in subsection 2.1(1) of NI 81-102. Granting the Exemption Sought will enable the Funds to invest in Fannie and Freddie Securities to the same degree and proportions as their equivalent U.S. investment company counterparts managed by PIMCO LLC.

23. PIMCO LLC and its affiliates currently employ worldwide approximately 255 portfolio managers as well as more than 90 analysts (including more than 65 global credit analysts). This portfolio management team includes a subset that invests a substantial amount of client assets in Fannie and Freddie Securities and which continuously researches and monitors the investment attributes and trading operations for Fannie and Freddie Securities. Such ongoing research and monitoring includes monitoring proposals to restructure the U.S. residential housing market that may impact the implied guarantee of Fannie and Freddie Securities by the U.S. government. If, the U.S. Congress proposes legislation to change or remove the implied guarantee and the Filer determines in its judgement that, as a result of the announced proposed legislation, there is a significant risk that the Fannie and Freddie Securities held by the Funds could cease to have a U.S. Government Equivalent Rating or their credit ratings could decline below a Minimum Rating, the Funds will take steps that are reasonably required to dispose of their Fannie and Freddie Securities in an orderly and timely fashion such that the Fannie and Freddie Securities held by the Fund comply with subsection 2.1(1) of NI 81-102.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator is that the Exemption Sought is granted provided that:

(a) at the time of Purchase, the Fannie or Freddie Security has a U.S. Government Equivalent Rating and a rating not less than the Minimum Rating;

(b) the simplified prospectus of each Fund that is a mutual fund distributing its securities, the prospectus of each Fund that is a non-redeemable investment fund distributing its securities, and the annual information form of each Fund that is not distributing its securities:

(i) discloses that the Fund has received permission to invest more than 10% (or, in the case of an alternative mutual fund or a non-redeemable investment fund, 20%) of its net assets in each of Fannie Mae and Freddie Mac provided the Fannie and Freddie Securities maintain a U.S. Government Equivalent Rating and a rating not less than the Minimum Rating;

(ii) discloses (in the case of a prospectus or simplified prospectus, under the heading or sub-heading “Investment Strategies”) the maximum amount the Fund may invest in Fannie and Freddie Securities; and

(iii) contains risk factors that:

(A) the U.S. government may not guarantee payment of Fannie and Freddie Securities; and

(B) describe the risks associated with the Fund investing more than 10% (or, in the case of an alternative mutual fund or a non-redeemable investment fund, 20%) of its net assets in securities of Fannie Mae or Freddie Mac,

October 3, 2019 (2019), 42 OSCB 7920

Decisions, Orders and Rulings

provided that in the case of a Fund that is a mutual fund currently distributing its securities, the information required by this condition (b) may instead be included in the simplified prospectus of the Fund when it is next renewed or amended;

(c) if the rating of a Fannie or Freddie Security held by a Fund ceases to have a U.S. Government Equivalent Rating or declines below the Minimum Rating, the Fund will take the steps that are reasonably required to dispose of such Fannie or Freddie Security in an orderly and timely fashion such that the Fannie and Freddie Securities of such issuer held by the Fund comply with subsection 2.1(1) of NI 81-102; and

(d) if the U.S. Congress:

(i) proposes legislation intended to change or remove the implied guarantee by the U.S. government of Fannie Mae and/or Freddie Mac and the Filer determines in its judgement that, as a result of the announced proposed legislation, there is a significant risk that the Fannie and Freddie Securities held by the Funds could cease to have a U.S. Government Equivalent Rating or their credit ratings could decline below the Minimum Rating; or

(ii) enacts legislation that:

(A) removes the implied guarantee by the U.S. government of Fannie Mae and/or Freddie Mac; or

(B) specifies a future effective date on which the implied guarantee by the U.S. government of Fannie Mae and/or Freddie Mac will end,

the Funds will take the steps that are reasonably required to dispose of such Fannie and Freddie Securities in an orderly and timely fashion such that the Fannie and Freddie Securities held by the Funds comply with subsection 2.1(1) of NI 81-102.

“Stephen Paglia” Manager Investment Funds & Structured Products Branch Ontario Securities Commission

October 3, 2019 (2019), 42 OSCB 7921

Decisions, Orders and Rulings

2.1.2 CI Investments et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from the requirement in section 6.1 of NI 81-102 that all portfolio assets of an investment fund must be held under the custodianship of one custodian – Relief needed because plain reading of exemption in section 6.8.1 of NI 81-102 from the requirement in section 6.1 of NI 81- 102 results in unintended consequences – Relief subject to condition that the aggregate market value of the securities held by the Prime Broker after such deposit excluding the aggregate of the market value of the proceeds from all then outstanding short sales of securities, must not, (a) in the case of a Fund, other than an Alternative Fund, exceed 10% of the net asset value of the Fund at the time of deposit, and (b) in the case of an Alternative Fund, exceed 25% of the net asset value of the Alternative Fund at the time of deposit.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 6.1, 6.8.1, and 19.1.

September 24, 2019

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

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

AND

IN THE MATTER OF CI INVESTMENTS INC. (the Filer)

AND

CI LAWRENCE PARK ALTERNATIVE INVESTMENT GRADE CREDIT FUND CI MARRET ALTERNATIVE ABSOLUTE RETURN BOND FUND CI MUNRO ALTERNATIVE GLOBAL GROWTH FUND (the Existing Funds)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, which is the trustee and the investment fund manager of the Existing Funds, for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption, pursuant to section 19.1 of National Instrument 81-102 Investment Funds (NI 81-102), for the Existing Funds and all other current and future mutual funds, exchange-traded funds and alternative mutual funds managed by the Filer or an affiliate of the Filer (the Future Funds and, together with the Existing Funds, the Funds) exempting each Fund from the requirement set out in subsection 6.1(1) of NI 81-102 that provides that, except as provided in section 6.8, 6.8.1 and 6.9, all portfolio assets of an investment fund must be held under the custodianship of one custodian that satisfies the requirements of section 6.2, in order to permit the following:

(i) unless the borrowing agent is the Fund’s custodian or sub-custodian, if a Fund deposits portfolio assets with a borrowing agent as security in connection with a short sale of securities, the aggregate market value of portfolio assets held by the borrowing agent after such deposit, excluding the aggregate market value of the proceeds from outstanding short sales of securities held by the borrowing agent, must not:

(a) in the case of each Fund, other than an Alternative Fund, exceed 10% of the net asset value of the Fund at the time of deposit; and

October 3, 2019 (2019), 42 OSCB 7922

Decisions, Orders and Rulings

(b) in the case of an Alternative Fund, exceed 25% of the net asset value of the Alternative Fund at the time of deposit

(collectively, the Requested Relief).

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

(a) the Ontario Securities Commission is the principal regulator for the application; and

(b) the Filer has provided notice that Section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11- 102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. The following terms shall have the following meanings:

Alternative Fund means each Fund, including the Existing Funds, that is or will be an alternative mutual fund under NI 81-102

Prime Broker means any entity that acts as, among other things, a borrowing agent to one or more investment funds, whether the investment fund is an alternative mutual fund, a mutual fund or an exchange-traded fund

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation subsisting under the laws of Ontario with its head office located in Toronto, Ontario. The Filer is registered:

(a) under the securities legislation of all provinces of Canada as a portfolio manager;

(b) under the securities legislation of Ontario, Québec, and Newfoundland and Labrador as an investment fund manager;

(d) under the Commodity Futures Act (Ontario) as a commodity trading counsel and a commodity trading manager.

2. The Filer is, or will be, the investment fund manager of the Funds and the Filer, an affiliate of the Filer or a third party portfolio manager retained by the Filer is, or will be, the portfolio manager of the Funds.

3. Each Existing Fund is an alternative mutual fund established as a trust under the laws of Ontario that operates under the provisions of NI 81-102 applicable to alternative mutual funds.

4. Each Existing Fund is a reporting issuer in each Jurisdiction and its units are qualified for distribution to the public in each Jurisdiction pursuant to a simplified prospectus dated May 10, 2019, as amended.

5. Neither the Filer nor the Existing Funds are in default of securities legislation in any Jurisdiction.

6. The Funds are, or will be, open-ended mutual funds or classes of a mutual fund corporation, including exchange-traded funds and alternative mutual funds, organized and governed by the laws of a Jurisdiction or the laws of Canada.

7. The Funds are, or will be, governed by the provisions of NI 81-102, subject to any exemption therefrom that has been, or may be, granted by the securities regulatory authorities.

8. In connection with, among other things, the short sale of securities that the Funds will or may engage in, each Fund is permitted to grant a security interest in favour of, and deposit pledged portfolio assets with, its Prime Broker. If a Fund engages as its Prime Broker an entity that is not its custodian or sub-custodian, then a Fund that is not an Alternative Fund may, under section 6.8.1 of NI 81-102, only deliver to its Prime Broker portfolio assets having a market value, in

October 3, 2019 (2019), 42 OSCB 7923

Decisions, Orders and Rulings

the aggregate, of not more than 10% of the net asset value of the Fund at the time of deposit, and an Alternative Fund may, under section 6.8.1 of NI 81-102, only deliver to its Prime Broker portfolio assets having a market value, in the aggregate, of not more than 25% of the net asset value of the Alternative Fund at the time of deposit.

9. A Prime Broker may not wish to act as borrowing agent for a Fund that is not an Alternative Fund and that wants to sell short securities having an aggregate market value of up to 10% of the Fund’s net asset value if the Prime Broker is only permitted to hold, as security for such transactions, portfolio assets, including the proceeds from the short sale, having an aggregate market value that is not in excess of 10% of the net asset value of the Fund. The issue is even greater in the context of an Alternative Fund, as a Prime Broker will not act as borrowing agent for an Alternative Fund that wants to sell short securities having an aggregate market value of up to 50% of the Alternative Fund’s net asset value if the Prime Broker is only permitted to hold, as security for such transactions, portfolio assets, including the proceeds from the short sale, having an aggregate market value that is not in excess of 25% of the net asset value of the Alternative Fund.

10. Effective as of January 3, 2019, NI 81-102 was amended to include alternative mutual funds. Prior to and since that date, a number of investment fund managers have either launched alternative mutual funds or are planning to do so. The ability of alternative mutual funds to borrow cash and to sell short securities more extensively than other investment funds governed by NI 81-102 has led to the increased involvement of Prime Brokers in the operations of these alternative mutual funds. While the prime brokerage business model works well in the exempt investment fund space, the prime brokerage community and investment fund managers are experiencing greater difficulties in applying that model to alternative mutual funds and other investment funds under NI 81-102.

11. The prime brokerage operational and pricing models in the context of short selling are premised on the ability of the Prime Broker to retain, as collateral for the obligations of the applicable Fund, the proceeds from the sale of the short sales, whether such proceeds are cash or are used by the Fund to purchase other portfolio assets. These models are also based on the ability of the Prime Broker to hold additional assets of the Fund as collateral for those obligations.

12. Given the collateral requirements that Prime Brokers impose on their customers that engage in the short sale of securities, if the 10% and 25% of net asset value limitations set out in subsection 6.8.1 of NI 81-102 apply, then the Funds will need to retain two, or possibly three, Prime Brokers in order to sell short securities to the extent permitted under section 2.6.1 of NI 81-102. This would result in inefficiencies for the Funds and would increase their costs of operations. Alternatively, in order to address this issue, different methodologies have been adopted in connection with the calculation of the 10% and the 25% of net asset value limitations.

13. While the collateral limits for the short sale of securities is currently topical in the context of alternative mutual funds, there is no policy reason to differentiate between the Alternative Funds and the Funds that are not Alternative Funds to the extent that these other Funds also engage in the short selling of securities.

14. It would not be prejudicial to the public interest to grant the Requested Relief to the Funds.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Requested Relief is granted, provided that the Funds otherwise comply with subsections 6.8.1(2) and (3) of NI 81-102.

“Darren McKall” Manager Investment Funds and Structured Products Branch ONTARIO SECURITIES COMMISSION

October 3, 2019 (2019), 42 OSCB 7924

Decisions, Orders and Rulings

2.1.3 Algonquin Capital Corporation and the Top Funds

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief from the conflict of interest restrictions in the Securities Act (Ontario) and the self-dealing prohibitions in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations to permit fund-on-fund structures involving between funds under common management subject to conditions.

Applicable Legislative Provisions

Securities Act (Ontario) R.S.O. 1990, c. S.5, as amended, ss. 111(2)(b), 111(2)(c), 111(4), 113 and 144. National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 13.5(2)(a) and 15.1.

September 24, 2019

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)

AND

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

AND

IN THE MATTER OF ALGONQUIN CAPITAL CORPORATION (the Filer)

AND

IN THE MATTER OF THE TOP FUNDS (as defined below)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer, on behalf of each of the Filer, Algonquin Trust (the Initial Top Fund) and one or more investment funds, which are not reporting issuers under the securities legislation of the principal regulator (the Legislation) and which are established, advised and managed by the Filer, in the future (the Future Top Funds, and together with the Initial Top Fund, the Top Funds) for a decision under the Legislation:

(1) in respect of the Fund-on-Fund Structure (as defined below) exempting the Filer and the Top Funds from:

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

(b) the restriction in the Legislation that prohibits an investment fund from knowingly making an investment in an issuer in which:

(i) any officer or director of the investment fund, its management company or distribution company or an associate of them, or

(ii) any person or company who is a substantial securityholder of the investment fund, its management company or its distribution company, has a significant interest;

October 3, 2019 (2019), 42 OSCB 7925

Decisions, Orders and Rulings

(c) the restriction in the Legislation that prohibits an investment fund, its management company or its distribution company, from knowingly holding an investment described in paragraph (a) or (b) above (collectively, the Related Issuer Relief); and

(d) the restrictions contained in subsection 13.5(2)(a) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) which prohibit a registered adviser from knowingly causing an investment portfolio managed by it, including an investment fund for which it acts as an adviser, to purchase a security of an issuer in which a responsible person or an associate of a responsible person is a partner, officer or director, unless (i) this fact is disclosed to the client and (ii) the written consent of the client to the purchase is obtained before the purchase (the Consent Relief, and together with the Related Issuer Relief, the Requested Relief), to permit the Filer to cause the Top Funds to invest in the Underlying Funds (as defined below); and

(2) to revoke and replace the Prior Decision (as defined below) (the Revocation). Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

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

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon:

(i) in respect of the Related Issuer Relief, in Alberta;

(ii) in respect of the Consent Relief, in each of the other provinces and territories of Canada; and

(iii) in respect of the Revocation, in each of the other provinces and territories of Canada.

Interpretation

Unless otherwise defined herein, terms in this decision have the respective meanings given to them in National Instrument 14- 101 Definitions.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation existing under the laws of Ontario with its head office in Toronto, Ontario.

2. The Filer is registered with the Ontario Securities Commission in the categories of investment fund manager, portfolio manager and exempt market dealer. The Filer is also registered as an exempt market dealer in Alberta, British Columbia, Manitoba and Nova Scotia and an exempt market dealer and investment fund manager in Québec and Newfoundland and Labrador.

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

4. Pursuant to a decision dated November 23, 2018 (the Prior Decision), the Filer, on behalf of the Top Funds, was granted the Requested Relief. The Prior Decision included representations regarding the Underlying Funds that prohibit the Underlying Funds from being reporting issuers in any province or territory of Canada. As such, the Filer is now seeking the Requested Relief and the Revocation to obtain a new decision that broadens the reporting issuer status and organization of the Underlying Funds.

Top Funds

5. The Initial Top Fund is organized under the laws of Ontario as a trust. Each Future Top Fund will be organized as a trust under the laws of Ontario or another jurisdiction in Canada.

6. Each Top Fund is or will be a “mutual fund” for the purposes of the Legislation.

7. The Initial Top Fund is not, and each Future Top Fund will not be, a reporting issuer in any province or territory of Canada.

October 3, 2019 (2019), 42 OSCB 7926

Decisions, Orders and Rulings

8. The Filer is, or will be, the investment fund manager and the portfolio manager of the Initial Top Fund and each of the Future Top Funds. The Filer is the trustee of the Initial Top Fund. The Filer or a third party will act as trustee of the Top Funds.

9. Securities of the Initial Top Fund and each Future Top Fund are, or will be, offered on a private placement basis to qualified investors pursuant to available exemptions from the prospectus requirements under Canadian securities legislation.

10. The Initial Top Fund was created pursuant to a declaration of trust dated January 16, 2017, as amended.

11. The Initial Top Fund will invest all or substantially all of its assets in the Initial Underlying Fund.

12. In addition to the Initial Top Fund, each Top Fund will also invest all or substantially all of its assets in an Underlying Fund.

13. The investment objective of the Initial Top Fund is the same as the current investment objective of the Initial Underlying Fund and the strategy for the Initial Top Fund is to invest substantially all of its assets in the Initial Underlying Fund.

14. The investment objective of each Future Top Fund will be the same as the investment objective of an Underlying Fund and the strategy for a Future Top Fund will be to invest substantially all of its assets in an Underlying Fund.

15. The Initial Top Fund is not in default of securities legislation in any province or territory of Canada.

Underlying Funds

16. Algonquin Debt Strategies Fund LP (the Initial Underlying Fund) is not a reporting issuer in any province or territory of Canada. Investment funds that are established, managed, and advised by the Filer in the future (the Future Underlying Funds, and together with the Initial Underlying Fund, the Underlying Funds) may be, reporting issuers in any province or territory of Canada.

17. The Initial Underlying Fund is a limited partnership formed under the laws of the Province of Ontario by a declaration dated December 15, 2014.

18. The investment objective of the Initial Underlying Fund is to generate positive absolute returns with an emphasis on capital preservation and with a low correlation to traditional equity and fixed income markets.

19. Each Future Underlying Fund will be structured as a limited partnership or mutual fund trust under the laws of the Province of Ontario or another jurisdiction in Canada, or as an entity organized under the laws of the Cayman Islands, Barbados, Bahamas or the British Virgin Islands (each an Off-Shore Jurisdiction). The Initial Underlying Fund is, and each Future Underlying Fund will be, a “mutual fund” for the purposes of the Legislation.

20. Securities of each Underlying Fund will be offered to qualified investors, including the Top Funds, by prospectus or on a private placement basis pursuant to available exemptions from the prospectus requirements under Canadian securities legislation.

21. The Filer is the investment fund manager and portfolio manager of the Initial Underlying Fund and will be the investment manager and the portfolio manager of each of the Future Underlying Funds.

Fund-on-Fund Structure

22. Securities of the Initial Underlying Fund, structured as a limited partnership, are not qualified investments for tax-free savings accounts (TFSAs) and trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans and registered disability savings plans (collectively, Tax Deferred Plans), each as defined in the Income Tax Act (Canada).

23. The Initial Top Fund has been, and the Future Top Funds will be, formed as trusts for the purpose of accessing a broader base of investors, including TFSAs, Tax Deferred Plans and other investors that may not wish to invest directly in a limited partnership or an Off-Shore Jurisdiction entity. Rather than operating investment portfolios of the Initial Top Fund and the Initial Underlying Fund as separate pools, the Filer wishes to make use of economies of scale by managing only one investment pool in the Initial Underlying Fund.

24. There are tax advantages for non-Canadian unitholders to invest directly in Future Underlying Funds structured as entities under laws of an Off-Shore Jurisdiction. Accordingly, the Filer expects non-Canadian investors to invest directly

October 3, 2019 (2019), 42 OSCB 7927

Decisions, Orders and Rulings

in the Future Underlying Funds which are structured under the laws of an Off-Shore Jurisdiction. However, since similar tax advantages are not available to Canadian resident investors, the Filer expects Canadian resident investors to invest directly in a Top Fund to get indirect exposure to the related Underlying Fund.

25. The Initial Top Fund was, and Future Top Funds will be, created by the Filer to allow investors in the Top Funds to obtain indirect exposure to the investment portfolio of the Initial Underlying Fund or Future Underlying Funds and their investment strategies through, primarily, direct investments by the Top Funds in securities of the Underlying Funds (the Fund-on-Fund Structure).

26. The Fund-on-Fund Structure will permit the Filer to manage a single portfolio of assets for both a Top Fund and an Underlying Fund in a single investment vehicle structure.

27. Managing a single pool of assets provides economies of scale, allows the Top Funds to achieve their investment objectives in a cost-efficient manner and will not be detrimental to the interest of other securityholders of an Underlying Fund.

28. The Fund-on-Fund Structure is expected to increase the asset base of the Underlying Funds, which is expected to result in additional benefits to unitholders of the Underlying Funds, including more favourable pricing and transaction costs on portfolio trades, increased access to investments when there is a minimum subscription or purchase amount, and better economies of scale through greater administrative efficiency.

29. An investment in an Underlying Fund by a Top Fund will be effected at an objective price. According to the Filer’s policies and procedures, an objective price for this purpose, will be the net asset value (NAV) per security of the applicable class or series of the applicable Underlying Fund.

30. The portfolio of each Underlying Fund consists, or will consist, primarily of publicly traded securities, debt instruments and derivatives. No Underlying Fund holds, or will hold, more than 10% of its NAV in illiquid assets (as defined in National Instrument 81-102 – Investment Funds (NI 81-102)).

31. The amounts invested, from time to time, in an Underlying Fund by one or more of the Top Funds, may exceed 20% of the outstanding voting securities of any single Underlying Fund. Accordingly, each Top Fund could, either alone or together with Future Top Funds, become a substantial securityholder of an Underlying Fund.

32. The Initial Top Fund is currently a substantial securityholder of the Initial Underlying Fund.

33. No Underlying Fund will be a Top Fund in a Fund-on-Fund Structure.

34. Each Underlying Fund has, or is expected to have, other investors in addition to the Top Funds.

35. Securities of the Top Funds and their corresponding Underlying Funds have, or will have, matching redemption dates and matching valuation dates.

36. In all cases, the Filer manages, or will manage, the liquidity of each Top Fund having regard to the redemption features of the corresponding Underlying Fund(s) to ensure that it can meet redemption requests from investors of the Top Funds.

37. The Fund-on-Fund Structures involving Future Top Funds and Future Underlying Funds will be structured where a Future Top Fund, formed as a trust, invests in an Underlying Fund(s) that is a Canadian entity, formed as a limited partnership or a trust. The Filer also expects future Fund-on-Fund Structures to resemble that of the Initial Top Fund and Initial Underlying Fund to the extent that they involve a Future Top Fund, formed as a trust, which invests in an Off- Shore Jurisdiction entity.

38. In addition, the Fund-on Fund structure may result in a Top Fund investing in an Underlying Fund (i) in which an officer or director of the Top Fund, of the Filer or of any associate of them, has a significant interest, and/or (ii) where a person or company who is substantial securityholder of the Top Fund or the Filer, has a significant interest.

39. Currently, there is no officer or director of any Top Fund, the Filer or its distribution company, or any associate of them, who has a significant interest in the Initial Underlying Fund, however, there may be circumstances in the future which may cause them to have a significant interest.

40. The Top Funds and Underlying Funds subject to National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106) will prepare annual audited financial statements and interim unaudited financial statements in accordance with NI 81-106 and will otherwise comply with the requirements of NI 81-106 applicable to them.

October 3, 2019 (2019), 42 OSCB 7928

Decisions, Orders and Rulings

41. In the absence of the Related Issuer Relief, the Top Funds would be constrained by the investment restrictions in Canadian securities legislation in terms of the degree to which they could implement the Fund-on-Fund Structure. Specifically, the Top Funds would be prohibited from: (i) becoming a substantial securityholders of the Underlying Funds, either alone or together with related investment funds; and (ii) a Top Fund investing in an Underlying Fund in which an officer or director of the Filer has a significant interest and/or a Top Fund investing in an Underlying Fund in which a person or company who is a substantial securityholder of the Top Fund or the Filer, has a significant interest.

42. In the absence of the Consent Relief, each Top Fund would be precluded from investing in one or more Underlying Funds unless the specific fact is disclosed to securityholders of the Top Fund and the written consent of the securityholders of the Top Fund to the investment is obtained prior to the purchase, since an officer and/or director of the Filer, who may be considered a responsible person (as per section 13.5 of NI 31-103) or an associate of a responsible person, may also be a partner, officer and/or director of the applicable Underlying Fund.

43. The Fund-on-Fund Structure represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of the prospective investors in the Top Funds.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that: (1) the Revocation is granted; and (2) the Requested Relief is granted provided that:

(a) securities of a Top Fund are distributed in Canada solely pursuant to exemptions from the prospectus requirement under Canadian securities legislation;

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

(c) an investment in an Underlying Fund by a Top Fund will be effected at an objective price, calculated in accordance with section 14.2 of NI 81-106;

(d) a Top Fund will not invest in an Underlying Fund, unless the Underlying Fund complies with the provisions of NI 81-106 that apply to a “mutual fund in Ontario” as defined in the Securities Act (Ontario);

(e) no Top Fund will purchase or hold a security of an Underlying Fund unless at the time of purchasing securities of the Underlying Fund, the Underlying Fund holds no more than 10% of its NAV in securities of other mutual funds unless the Underlying Fund:

(i) is a clone fund (as defined in NI 81-102);

(ii) purchases or holds securities of a “money market fund” (as defined in NI 81-102); or

(iii) purchases or holds securities that are “index participation units” (as defined by NI 81-102) issued by an investment fund;

(f) no management fees or incentive fees are payable by a Top Fund that, to a reasonable person, would duplicate a fee payable by an Underlying Fund for the same service;

(g) no sales fee or redemption fees are payable by a Top Fund in relation to its purchases or redemptions of securities of an Underlying Fund that, to a reasonable person, would duplicate a fee payable by an investor in the Top Fund other than brokerage fees incurred for the purchase or sale of an index participation unit issued by an investment fund;

(h) the Filer does not cause the securities of an Underlying Fund held by a Top Fund to be voted at any meeting of the holders of such securities, except that the Filer may arrange for the securities the Top Fund holds of an Underlying Fund to be voted by the beneficial owners of the securities of the Top Fund who are not the Filer or an officer, director or substantial securityholder of the Filer;

(i) when purchasing and/or redeeming securities of an Underlying Fund, the Filer shall, as investment fund manager of the applicable Top Fund and Underlying Fund, act honestly, in good faith and in the best interests of the Top Fund and the Underlying Fund, respectively, and shall exercise the care and diligence that a

October 3, 2019 (2019), 42 OSCB 7929

Decisions, Orders and Rulings

reasonably prudent person would exercise in comparable circumstances;

(j) the offering memorandum, where available, or other disclosure document of a Top Fund, will be provided to investors in a Top Fund prior to the time of investment, and will disclose:

(i) that a Top Fund may purchase securities of the applicable Underlying Fund;

(ii) that the Filer is the investment fund manager and portfolio manager of both the Top Fund and the Underlying Fund;

(iii) that the Top Fund may invest all, or substantially all, of its assets in securities of an Underlying Fund;

(iv) the fees, expenses and any performance or special incentive distributions payable by the Underlying Fund in which a Top Fund invests;

(v) the process or criteria used to select the Underlying Fund, if applicable;

(vi) for each officer, director and/or substantial securityholder of the Filer, or of a Top Fund, that has a significant interest in an applicable Underlying Fund, and for the officers and directors and substantial securityholders who together in aggregate hold a significant interest in an applicable Underlying Fund, the approximate amount of the significant interest they hold, on an aggregate basis, expressed as a percentage of the applicable Underlying Fund’s NAV, and the potential conflicts of interest which may arise from such relationship;

(vii) that investors are entitled to receive from the Filer, on request and free of charge, a copy of the prospectus, offering memorandum or other similar disclosure document of the Underlying Fund, if available; and

(viii) that investors are entitled to receive from the Filer, on request and free of charge, the annual audited financial statements and interim financial reports relating to the Underlying Fund in which the Top Fund invests; and

(k) the Filer shall annually inform investors in a Top Fund of their right to receive from the Filer, on request and free of charge, a copy of the prospectus, offering memorandum or other similar disclosure document of each Underlying Fund, if available, and the annual audited financial statements and interim financial reports relating to each Underlying Fund in which the Top Fund invests.

The Consent Relief

“Neeti Varma” Manager Investment Funds & Structured Products Branch, Ontario Securities Commission

The Related Issuer Relief and the Revocation

“Lawrence Haber” “Ray Kindiak” Commissioner Commissioner Ontario Securities Commission Ontario Securities Commission

October 3, 2019 (2019), 42 OSCB 7930

Decisions, Orders and Rulings

2.1.4 Nuance Communications, Inc. (a) the Autorité des marchés financiers is the principal regulator (the Principal Headnote Regulator) for this application;

National Policy 11-203 Process for Exemptive Relief (b) the Filer has provided notice that section Applications in Multiple Jurisdictions – Application for relief 4.7(1) of Regulation 11-102 respecting from prospectus requirements for the first trades of Passport System (chapter V-1.1, r. 1) common shares by Canadian shareholders after spin-off by (Regulation 11-102) is intended to be a U.S. publicly traded company to investors by issuing relied upon in each of the other shares of spun-off entity – Distribution not covered by jurisdictions of Canada, other than legislative prospectus exemptions – There is no market for Ontario; and the securities of the issuer in Canada – The number of Canadian participants and their share ownership are de (c) the decision is the decision of the minimis – Relief granted, subject to conditions. Principal Regulator and evidences the decision of the securities regulatory Applicable Legislative Provisions authority or regulator in Ontario.

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53 and 74. Interpretation National Instrument 45-106 Prospectus Exemptions, ss. 2.11 and 2.31. Terms defined in Regulation 14-101 respecting Definitions National Instrument 45-102 Resale of Securities, s. 2.6. (chapter V-1.1, r. 3) and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined. TRANSLATION Representations September 27, 2019 This decision is based on the following facts represented by IN THE MATTER OF the Filer: THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO 1. The Filer is a corporation incorporated in (the Jurisdictions) Delaware with principal executive offices in Burlington, Massachusetts, U.S.A. The Filer is a AND global provider of conversational artificial intelligence innovations. IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF 2. The Filer is a reporting issuer in the provinces of APPLICATIONS IN MULTIPLE JURISDICTIONS Alberta, Ontario and Québec, and currently has no intention of becoming a reporting issuer under the AND securities laws of any other jurisdiction of Canada.

IN THE MATTER OF 3. The authorized capital stock of the Filer consists NUANCE COMMUNICATIONS, INC. of 560 million Filer Shares, US$0.001 par value (the Filer) per share, and 40 million shares of preferred stock, US$0.001 par value per share. As of DECISION August 30, 2019, there were 285,876,799 Filer Shares and no preferred shares issued and Background outstanding.

The securities regulatory authority or regulator in each of 4. The Filer Shares are listed on the Nasdaq Stock the Jurisdictions (Decision Maker) has received an Market (NASDAQ) and trade under the symbol application from the Filer for a decision under the securities “NUAN”. Other than the foregoing listing on legislation of the Jurisdictions (the Legislation) for an NASDAQ, no securities of the Filer are listed or exemption (the Exemption Sought) from the prospectus posted for trading on any exchange or market in requirement in the Legislation in connection with the Canada or outside of Canada. The Filer has no proposed distribution (the Spin-Off) by the Filer of the present intention of listing or posting its securities shares of common stock (Cerence Shares) of Cerence Inc. on any Canadian exchange or market. (Cerence), a wholly-owned subsidiary of the Filer, by way of a dividend in specie to holders (Filer Shareholders) of 5. The Filer is subject to the 1934 Act and the rules, shares of common stock of the Filer (Filer Shares) resident regulations and orders promulgated thereunder. in Canada (Canadian Shareholders). 6. Based on a geographic breakdown of registered Under the Process for Exemptive Relief Applications in holders prepared for the Filer by American Stock Multiple Jurisdictions (for a dual application): Transfer & Trust Company (the Filer’s transfer agent), as of September 13, 2019 there were 5

October 3, 2019 (2019), 42 OSCB 7931

Decisions, Orders and Rulings

registered Canadian Shareholders, representing 12. The distribution agent will distribute to each Filer approximately 0.87% of the registered Shareholder entitled to Cerence Shares in shareholders of the Filer worldwide, and holding connection with the Spin-Off, the number of whole 2,561 Filer Shares, representing approximately Cerence Shares to which the Filer Shareholder is 0.0009% of the outstanding Filer Shares. The Filer entitled in book-entry form. No fractional Cerence does not expect these numbers to have materially Shares will be issued to the Filer Shareholders as changed since that date. part of the Spin-Off. Instead, the distribution agent will aggregate all fractional Cerence Shares into 7. Based on a geographic analysis of beneficial whole Cerence Shares, sell such whole Cerence shareholders prepared for the Filer by Broadridge Shares in the open market at prevailing market Financial Solutions, Inc., as of September 4, 2019, prices and distribute the aggregate cash proceeds there were 1,782 beneficial Canadian of the sales (net of brokerage fees, transfer taxes Shareholders, representing approximately 1.27% and other costs) pro rata to each Filer Shareholder of the beneficial holders of Filer Shares worldwide, who would otherwise have been entitled to receive and holding approximately 5,775,735 Filer Shares, fractional Cerence Shares in the Spin-Off (net of representing approximately 2.02% of the any required applicable withholding taxes). outstanding Filer Shares. The Filer does not Interest will not be paid on the amounts of expect these numbers to have materially changed payment made in lieu of fractional Cerence since that date. Shares.

8. Based on the information above, the number of 13. Filer Shareholders will not be required to pay any registered and beneficial Canadian Shareholders consideration for the Cerence Shares or to and the proportion of Filer Shares held by such surrender or exchange Filer Shares or take any shareholders are de minimis. other action to receive their Cerence Shares. The Spin-Off will occur automatically and without any 9. The Filer is in the process of separating, through a investment decision on the part of Filer series of transactions, its automotive technology Shareholders. business (the Cerence Business) into its wholly- owned subsidiary, Cerence (and its subsidiaries). 14. Subject to the satisfaction of certain conditions, it In addition, prior to the Spin-Off, the Filer will sell is currently anticipated that the Spin-Off will approximately 1.8% of the outstanding Cerence become effective on or around October 1, 2019, Shares to one or more third party non-affiliate and following the Spin-Off, Cerence will cease to purchasers which will hold such shares be a subsidiary of the Filer. immediately after the Spin-Off. The Filer will then distribute the Cerence Shares it holds, pro rata to 15. Cerence has received approval from NASDAQ to Filer Shareholders by way of a dividend in specie, list the Cerence Shares on NASDAQ under the being 98.2% of the then outstanding Cerence symbol “CRNC”. Shares. The Filer will distribute such Cerence Shares on the basis of one Cerence Share for 16. After completion of the Spin-Off, the Filer Shares every eight Filer Shares held as of September 27, will continue to be listed and traded on NASDAQ. 2019. 17. Cerence is not a reporting issuer in any jurisdiction 10. Cerence is a corporation incorporated in Delaware in Canada nor are its securities listed on any stock with principal executive offices in Burlington, exchange in Canada. Pursuant to the Spin-Off, Massachusetts, U.S.A. It is currently a wholly- Cerence will become a reporting issuer under the owned subsidiary of the Filer that, at the time of Securities Act (Québec) (chapter V-1.1) by the Spin-Off, will hold, directly and through its operation of law. Cerence does not have any subsidiaries, the Cerence Business. intention to become a reporting issuer in any other jurisdiction of Canada or to list its securities on 11. Cerence’s authorized capital stock consists of 560 any stock exchange in Canada after completion of million Cerence Shares, US$0.01 par value per the Spin-Off. share, and 40 million shares of preferred stock, US$0.01 par value per share. All of the Cerence 18. The Spin-Off will be effected under the laws of the Shares are currently held directly by the Filer and State of Delaware. no preferred shares are issued and outstanding. It is estimated that after the Spin-Off, there will be 19. Because the Spin-Off will be effected by way of a approximately 36,385,336 Cerence Shares dividend of Cerence Shares to Filer Shareholders, outstanding based on the number of Filer Shares no shareholder approval of the Spin-Off is outstanding on August 30, 2019, but the actual required (or being sought) under Delaware law. number of Cerence Shares will be determined as of the effective date of the Spin-Off. No preferred 20. In connection with the Spin-Off, Cerence has filed shares are expected to be issued and outstanding. with the SEC a registration statement on Form 10 under the 1934 Act, detailing the Spin-Off.

October 3, 2019 (2019), 42 OSCB 7932

Decisions, Orders and Rulings

Cerence filed its registration statement on August Decision 21, 2019 and subsequently filed an amendment thereto on September 4, 2019, which registration Each of the Decision Makers is satisfied that the decision statement (as amended, the Registration meets the test set out in the Legislation for the Decision Statement) was declared effective by the SEC on Maker to make the decision. September 6, 2019. The decision of the Decision Makers under the Legislation 21. Filer Shareholders have received a copy of is that the Exemption Sought is granted provided that the Cerence’s information statement (the Information first trade in the Cerence Shares acquired pursuant to the Statement) (forming part of the Registration Spin-Off will be deemed to be a distribution that is subject Statement) detailing the terms and conditions of to section 2.6 of Regulation 45-102 respecting Resale of the Spin-Off. All materials relating to the Spin-Off Securities (chapter V-1.1, r. 20). sent by or on behalf of the Filer and Cerence in the United States (including relating to the “Elaine Lanouette” Information Statement) have been sent Directrice principale de l’encadrement des structures de concurrently to Canadian Shareholders. Any marché future materials relating to the Spin-Off sent by or on behalf of the Filer or Cerence in the United States will be sent concurrently to Canadian Shareholders.

22. The Information Statement contains prospectus- level disclosure about Cerence as required to comply with the SEC requirement for Form 10.

23. Canadian Shareholders who receive Cerence Shares pursuant to the Spin-Off will have the benefit of the same rights and remedies in respect of the disclosure documentation received in connection with the Spin-Off that are available to Filer Shareholders resident in the United States

24. Following completion of the Spin-Off, Cerence will be subject to the requirements of the 1934 Act and the rules and regulations of NASDAQ. Cerence will send concurrently to holders of Cerence Shares resident in Canada the same disclosure materials required to be sent under applicable United States securities laws to holders of Cerence Shares resident in the United States.

25. There will be no active trading market for the Cerence Shares in Canada following the Spin-Off and none is expected to develop. Consequently, it is expected that any resale of Cerence Shares distributed in connection with the Spin-Off will occur through the facilities of NASDAQ or any other exchange or market outside of Canada on which the Cerence Shares may be quoted or listed at the time that the trade occurs or to a person or company outside of Canada.

26. The distribution to Canadian Shareholders of Cerence Shares in connection with the Spin-Off would be exempt from the prospectus requirement pursuant to subsection 2.31(2) of Regulation 45- 106 respecting Prospectus Exemptions (chapter V-1.1, r. 21) but for the fact that Cerence is not a reporting issuer under the securities legislation of any jurisdiction in Canada.

27. Neither the Filer nor Cerence is in default of any securities legislation in any jurisdiction of Canada.

October 3, 2019 (2019), 42 OSCB 7933

Decisions, Orders and Rulings

2.1.5 Fiera Capital Corporation Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application): Headnote (a) the Autorité des marchés financiers is the National Policy 11-203 Process for Exemptive Relief principal regulator for this application; Applications in Multiple Jurisdictions – BAR – Exemption from the requirement to file a BAR under Part 8 of National (b) the Filer has provided notice that Instrument 51-102 Continuous Disclosure Obligations – subsection 4.7(1) of Regulation 11-102 The acquisition is non-significant applying the asset and respecting Passport System (chapter V- investment tests; applying the profit or loss test produces 1.1, r. 1) (Regulation 11-102) is intended an anomalous result because the significance of the to be relied upon in each of the provinces acquisition under this test is disproportionate to its of Canada other than Ontario; and significance on an objective basis in comparison to the results of the other significance tests and all other (c) the decision is the decision of the business, commercial and financial factors; the Filer has principal regulator and evidences the provided additional measures that demonstrate the non- decision of the securities regulatory significance of the Acquisition to the Filer and that are authority or regulator in Ontario. generally consistent with the results when applying the asset and investment tests. Interpretation

Applicable Legislative Provisions Terms defined in Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3) and Regulation 11-102 have the same National Instrument 51-102 Continuous Disclosure meaning if used in this decision, unless otherwise defined Obligations, ss. 8.2(1) and Part 13. herein.

TRANSLATION Representations

September 11, 2019 This decision is based on the following facts represented by the Filer: IN THE MATTER OF THE SECURITIES LEGISLATION OF 1. The head office of the Filer is located at 1981 QUÉBEC AND ONTARIO McGill College Avenue, Suite 1500, Montreal, (the Jurisdictions) Québec H3A 0H5.

AND 2. The Filer is a reporting issuer in all of the provinces of Canada and the Filer is not in default IN THE MATTER OF of securities legislation in any of the provinces of THE PROCESS FOR EXEMPTIVE RELIEF Canada. APPLICATIONS IN MULTIPLE JURISDICTIONS 3. The Filer’s Class A subordinate voting shares AND (Filer Shares) are listed for trading on the Toronto Stock Exchange (TSX) under the ticker symbol IN THE MATTER OF “FSZ”. FIERA CAPITAL CORPORATION (the Filer) 4. On July 3, 2019, the Filer announced that it had completed the acquisition of all of the common DECISION shares of Natixis Investment Managers Canada Corp. (now called Fiera Investments Corp.) (the Background Acquired Business), a private company (the Acquisition). The Acquired Business is a The securities regulatory authority or regulator in each of Canadian-based asset management company, the Jurisdictions (each a Decision Maker) has received an based in Toronto, that had 2.28 billion dollars in application (the Application) from the Filer for a decision assets under management as at December 31, under the securities legislation of the Jurisdictions (the 2018. Legislation) granting relief pursuant to Part 13 of Regulation 51-102 respecting Continuous Disclosure 5. Under Part 8 of Regulation 51-102, the Filer is Obligations (chapter V-1.1, r. 24) (Regulation 51-102) from required to file a BAR for any completed the requirement in Part 8 of Regulation 51-102 to file a acquisition that is determined to be a significant business acquisition report (a BAR) in connection with the acquisition based on the acquisition satisfying any Filer’s acquisition of Natixis Investment Managers Canada of the three significance tests set out in subsection Corp. (now known as Fiera Investments Corp.) (the 8.3(2) of Regulation 51-102. Exemption Sought).

October 3, 2019 (2019), 42 OSCB 7934

Decisions, Orders and Rulings

6. For the purposes of completing its quantitative the significance of the Acquisition to the Filer from analysis of the “asset test”, “investment test” and a commercial, business and financial perspective. “profit or loss test”, the Filer used the Acquired Business’ financial statements and the Filer’s Decision financial statements which were prepared in accordance with International Financial Reporting Each of the Decision Makers is satisfied that the decision Standards (IFRS). meets the test set out in the Legislation for the Decision Maker to make the decision. 7. The Acquisition is not a “significant acquisition” under the “asset test” as the consolidated assets The decision of the Decision Makers under the Legislation of the Acquired Business as of December 31, is that the Exemption Sought is granted. 2018 represented approximately 1.7% of the consolidated assets of the Filer as of December “Lucie J. Roy” 31, 2018. Directrice principale du financement des societes

8. The Acquisition is not a “significant acquisition” under the “investment test” as the total consideration paid for the Acquisition represents approximately 0.9% of the consolidated assets of the Filer as of December 31, 2018.

9. The Acquisition is a “significant acquisition” under the “profit or loss test” as the “specified profit or loss” (as calculated in accordance of paragraph 8.3(2)(c) of Regulation 51-102) of the Acquired Business exceeds 20% of the “specified profit or loss” of the Filer. As such, the Acquisition would represent a “significant acquisition” requiring the filing of a BAR under the “profit and loss test” of paragraph 8.3(2)(c) of Regulation 51-102.

10. The Acquisition would also represent a “significant acquisition” under the optional “profit or loss test” or the alternative applications available under subsections 8.3(3) and 8.3(4) of Regulation 51-102.

11. The application of the profit or loss test produces an anomalous result for the Filer because it exaggerates the significance of the Acquisition on an objective basis in comparison to the results of the asset and investment tests.

12. The Filer does not believe that that the Acquisition is significant from a commercial, business or financial perspective.

13. The Filer has provided the principal regulator with additional financial and operational measures, all of which are generally important metrics for the Filer and the industry in which it operates, which further demonstrate the insignificance of the Acquisition to the Filer. These additional financial and operational measures include total assets under management and total revenues of the Acquired Business to that of the Filer and the results of those measures are generally consistent with the results of the “asset test” and the “investment test”.

14. The Filer is of the view that the “asset test”, the “investment test” and these additional financial and operational measures more accurately reflect

October 3, 2019 (2019), 42 OSCB 7935

Decisions, Orders and Rulings

2.1.6 Fiera Capital Corporation (a) the Autorité des marchés financiers is the principal regulator for this application; Headnote (b) the Filer has provided notice that National Policy 11-203 Process for Exemptive Relief subsection 4.7(1) of Regulation 11-102 Applications in Multiple Jurisdictions – BAR – Exemption respecting Passport System (chapter V- from the requirement to file a BAR under Part 8 of National 1.1, r. 1) (Regulation 11-102) is intended Instrument 51-102 Continuous Disclosure Obligations – to be relied upon in each of the provinces The acquisition is non-significant applying the asset and of Canada other than Ontario; and investment tests; applying the profit or loss test produces an anomalous result because the significance of the (c) the decision is the decision of the acquisition under this test is disproportionate to its principal regulator and evidences the significance on an objective basis in comparison to the decision of the securities regulatory results of the other significance tests and all other authority or regulator in Ontario. business, commercial and financial factors; the Filer has provided additional measures that demonstrate the non- Interpretation significance of the Acquisition to the Filer and that are generally consistent with the results when applying the Terms defined in Regulation 14-101 respecting Definitions asset and investment tests. (chapter V-1.1, r. 3) and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined Applicable Legislative Provisions herein.

National Instrument 51-102 Continuous Disclosure Representations Obligations, s. 8.2(1) and Part 13. This decision is based on the following facts represented by TRANSLATION the Filer:

July 30, 2019 1. The head office of the Filer is located at 1981 McGill College Avenue, Suite 1500, Montreal, IN THE MATTER OF Québec H3A 0H5. THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO 2. The Filer is a reporting issuer in all of the (the Jurisdictions) provinces of Canada and the Filer is not in default of securities legislation in any of the provinces of AND Canada.

IN THE MATTER OF 3. The Filer’s Class A subordinate voting shares THE PROCESS FOR EXEMPTIVE RELIEF (Filer Shares) are listed for trading on the Toronto APPLICATIONS IN MULTIPLE JURISDICTIONS Stock Exchange (TSX) under the ticker symbol “FSZ”. AND 4. On July 3, 2019, the Filer announced that it had IN THE MATTER OF completed the acquisition of all of the common FIERA CAPITAL CORPORATION shares of Integrated Asset Management Corp. (the Filer) (the Acquired Business), a reporting issuer in the provinces of Alberta, British Columbia, Manitoba, DECISION Ontario, Québec and Saskatchewan (the Background Acquisition). The Acquired Business is a Canadian-based alternative asset management The securities regulatory authority or regulator in each of company, based in Toronto, that had 2.3 billion the Jurisdictions (each a Decision Maker) has received an dollars in assets under management as at application (the Application) from the Filer for a decision September 30, 2018. under the securities legislation of the Jurisdictions (the Legislation) granting relief pursuant to Part 13 of 5. The total consideration paid by the Filer for the Regulation 51-102 respecting Continuous Disclosure Acquisition was $74 million, representing total Obligations (chapter V-1.1, r. 24) (Regulation 51-102) from enterprise value of the Acquired Business of $64 the requirement in Part 8 of Regulation 51-102 to file a million and $10 million of adjusted cash. The business acquisition report (a BAR) in connection with the consideration paid by Filer to the shareholders of Filer’s acquisition of Integrated Asset Management Corp. the Acquired Business consisted of $55.5 million (the Exemption Sought). in cash and approximately $18.5 million in Filer Shares. Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application): 6. Under Part 8 of Regulation 51-102, the Filer is required to file a BAR for any completed acquisition that is determined to be a significant

October 3, 2019 (2019), 42 OSCB 7936

Decisions, Orders and Rulings

acquisition based on the acquisition satisfying any 15. The Filer is of the view that the "asset test", the of the three significance tests set out in subsection "investment test" and these additional financial 8.3(2) of Regulation 51-102. and operational measures more accurately reflect the significance of the Acquisition to the Filer from 7. For the purposes of completing its quantitative a commercial, business and financial perspective. analysis of the "asset test", "investment test" and "profit or loss test", the Filer used the Acquired Decision Business' financial statements and the Filer's financial statements which were prepared in Each of the Decision Makers is satisfied that the decision accordance with International Financial Reporting meets the test set out in the Legislation for the Decision Standards (IFRS). Maker to make the decision.

8. The Acquisition is not a “significant acquisition” The decision of the Decision Makers under the Legislation under the “asset test” as the consolidated assets is that the Exemption Sought is granted. of the Acquired Business as of September 30, 2018 represented approximately 2.0% of the “Lucie J.Roy” consolidated assets of the Filer as of December Directrice principale du financement des sociétés 31, 2018.

9. The Acquisition is not a “significant acquisition” under the “investment test” as the total consideration paid for the Acquisition represents approximately 5.0% of the consolidated assets of the Filer as of December 31, 2018.

10. The Acquisition is a “significant acquisition” under the “profit or loss test” as the “specified profit or loss” (as calculated in accordance of paragraph 8.3(2)(c) of Regulation 51-102) of the Acquired Business exceeds 20% of the “specified profit or loss” of the Filer. As such, the Acquisition would represent a “significant acquisition” requiring the filing of a BAR under the “profit and loss test” of paragraph 8.3(2)(c) of Regulation 51-102.

11. The Acquisition would also represent a “significant acquisition” under the optional “profit or loss test” or the alternative applications available under subsections 8.3(3) and 8.3(4) of Regulation NI 51- 102.

12. The application of the profit or loss test produces an anomalous result for the Filer because it exaggerates the significance of the Acquisition on an objective basis in comparison to the results of the asset and investment tests.

13. The Filer does not believe that that the Acquisition is significant from a commercial, business or financial perspective.

14. The Filer has provided the principal regulator with additional financial and operational measures, all of which are generally important metrics for the Filer and the industry in which it operates, which further demonstrate the insignificance of the Acquisition to the Filer. These additional financial and operational measures include total assets under management, total revenues and the market capitalization of the Acquired Business to that of the Filer and the results of those measures are generally consistent with the results of the "asset test" and the "investment test".

October 3, 2019 (2019), 42 OSCB 7937

Decisions, Orders and Rulings

2.2 Orders securities legislation of the provinces of British Columbia, Alberta and Ontario (the Reporting 2.2.1 Poplar Creek Resources Inc. – s. 144 Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada. The Headnote Applicant’s principal regulator is the Alberta Securities Commission (the ASC). Application by an issuer for a revocation of a cease trade order issued by the Commission – cease trade order issued 4. The Applicant’s authorized share capital consists because the issuer had failed to file certain continuous of an unlimited number of common shares (the disclosure materials required by Ontario securities law – Common Shares) and an unlimited number of defaults subsequently remedied by bringing continuous preferred shares issuable in series. As of the date disclosure filings up-to-date – cease trade order revoked. hereof, there are 44,919,261 Common Shares issued and outstanding. Applicable Legislative Provisions 5. The Applicant has unsecured promissory notes Securities Act, R.S.O. 1990, c. S.5, as. am., ss. 127, 144. (the Promissory Notes) in the aggregate principal amount of $262,000 issued and outstanding. IN THE MATTER OF THE SECURITIES ACT, 6. Other than the Common Shares and the R.S.O. 1990, CHAPTER S.5, AS AMENDED Promissory Notes, the Applicant has no other (the Act) securities outstanding.

AND 7. The Common Shares, under the trading symbol “PCK”, were delisted from trading on the NEX on IN THE MATTER OF September 30, 2015. Prior to the NEX, the POPLAR CREEK RESOURCES INC. Common Shares were listed on the TSX Venture Exchange. Other than the foregoing, the Common ORDER Shares have not been nor are they now listed on (Section 144 of the Act) any other stock exchange. The Common Shares are not currently listed on any other exchange or WHEREAS the securities of Poplar Creek market in Canada or elsewhere. Resources Inc. (the Applicant) are subject to a temporary cease trade order dated May 9, 2014, issued by the 8. The Ontario Cease Trade Order was issued as a Director of the Ontario Securities Commission (the result of the Applicant’s failure to file its annual Commission) pursuant to paragraph 2 of subsection audited financial statements, the related 127(1) and subsection 127(5) of the Act, as extended by a management’s discussion and analysis (MD&A) further cease trade order dated May 21, 2014 issued by the and related certifications of annual filings as Director, pursuant to paragraph 2 of subsection 127(1) of required by National Instrument 52-109 the Act (collectively, the Ontario Cease Trade Order), Certification of Disclosure in Issuers’ Annual and directing that all trading in the securities of the Applicant, Interim Filing (NI 52-109) for the fiscal year ended whether direct or indirect, cease until the Ontario Cease December 31, 2013 (the 2013 Annual Filings). Trade Order is revoked by the Director; 9. The Applicant is also subject to a cease trade AND WHEREAS the Ontario Cease Trade Order order issued by the British Columbia Securities was made on the basis that the Applicant was in default of Commission (BCSC) dated May 8, 2014 (the BC certain filing requirements under Ontario securities law as Cease Trade Order), and a cease trade order described in the Ontario Cease Trade Order; issued by the ASC dated May 6, 2014 (the Alberta Cease Trade Order) (collectively with the AND WHEREAS the Applicant has applied to the Ontario Cease Trade Order, the Cease Trade Commission under section 144 of the Act for a full Orders). revocation of the Ontario Cease Trade Order; 10. The Applicant has concurrently applied to the ASC AND UPON the Applicant having represented to for a full revocation of the Alberta Cease Trade the Commission that: Order and to the BCSC for a full revocation of the BC Cease Trade Order. 1. The Applicant was incorporated under the Business Corporations Act (Alberta) on October 11. Subsequent to the issuance of the Ontario Cease 18, 2006. Trade Order, the Applicant failed to file in the Reporting Jurisdictions the following continuous 2. The Applicant’s head office is located at 19 River disclosure documents within the prescribed time- Ridge Close, Calgary, Alberta, T3Z 3K9. frame in accordance with the requirements of applicable securities laws: 3. The Applicant is a reporting issuer under the

October 3, 2019 (2019), 42 OSCB 7938

Decisions, Orders and Rulings

(i) all audited annual financial statements, the Reporting Jurisdictions, except for the related MD&A and related NI 52-109 existence of the Cease Trade Orders; and (iii) not certificates for the financial years ended in default of any of its obligations under the Cease December 31, 2014 to December 31, Trade Orders. 2017; 15. The Applicant’s issuer profile on the System for (ii) all unaudited interim financial statements, Electronic Document Analysis and Retrieval related MD&A and related NI 52-109 (SEDAR) and issuer profile supplement on the certificates for the interim periods ended System for Electronic Disclosure by Insiders March 31, 2014 through September 30, (SEDI) are current and accurate. 2018; and 16. The Applicant has paid all outstanding activity, (iii) the statements of executive participation and late filing fees that are required compensation for the financial years to be paid to the Commission and has filed all ended December 31, 2013 to December forms associated with such payments. 31, 2017. 17. The Applicant is not considering nor is it involved 12. Since the issuance of the Ontario Cease Trade in any discussions related to, a reverse take-over, Order, the Applicant has filed in the Reporting merger, amalgamation or other form of Jurisdictions: combination or transaction similar to any of the foregoing. (i) the audited annual financial statements, related MD&A and related NI 52-109 18. Since the issuance of the Cease Trade Orders, certificates for each of the years ended there have not been any material changes in the December 31, 2017 and 2018; business, operations or affairs of the Applicant that have not been disclosed to the public. (ii) the amended audited annual financial statements, related amended MD&A and 19. The Applicant has given the Commission a written related NI 52-109 certificates for each of undertaking that it will hold an annual meeting of the years ended December 31, 2017 and its shareholders within three months after the date 2018; on which the Ontario Cease Trade Order is revoked. (iii) the statements of executive compensation for the financial years 20. Upon the issuance of this revocation order and ended December 31, 2017 and 2018; concurrent revocation orders from the ASC and the BCSC, the Applicant will issue a news release (iv) the unaudited interim financial announcing the revocation of the Cease Trade statements, related MD&A and related NI Orders and concurrently file the news release and 52-109 certificates for the interim period a related material change report on SEDAR. ended March 31, 2019; and AND UPON considering the application and (v) the unaudited interim financial recommendation of the staff of the Commission; statements, related MD&A and related NI 52-109 certificates for the interim period AND UPON the Director being satisfied that it ended June 30, 2019. would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order; 13. The Applicant has not filed (i) audited annual financial statements, related MD&A, and related IT IS ORDERED pursuant to section 144 of the NI 52-109 certificates for the fiscal years ended Act that the Ontario Cease Trade Order is revoked. December 31, 2013 to December 31, 2016; (ii) unaudited interim financial statements, related DATED at Toronto, Ontario on this 24th day of MD&A, and related NI 52-109 certificates for the September, 2019. interim periods ended March 31, 2014 to September 30, 2018; and (iii) statements of “Marie-France Bourret” executive compensation for the years ended Manager, Corporate Finance December 31, 2013 to December 31, 2016 Ontario Securities Commission (collectively, the Outstanding Filings).

14. Except for the Outstanding Filings, the Applicant is (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of

October 3, 2019 (2019), 42 OSCB 7939

Decisions, Orders and Rulings

2.2.2 Majd Kitmitto et al. the party intends to produce or enter as evidence at the merits hearing by January 21, 2020; FILE NO.: 2018-70 5. each party shall provide to the Registrar an E- IN THE MATTER OF hearing Checklist by January 17, 2020; MAJD KITMITTO, STEVEN VANNATTA, 6. a final interlocutory attendance is scheduled for CHRISTOPHER CANDUSSO, January 24, 2020 at 10:00 a.m., or such other CLAUDIO CANDUSSO, date and time as provided by the Office of the DONALD ALEXANDER (SANDY) GOSS, Secretary and agreed to by the parties; JOHN FIELDING AND FRANK FAKHRY 7. each party shall provide to the Registrar the electronic documents that the party intends to rely M. Cecilia Williams, Commissioner and Chair of the Panel on or enter into evidence at the merits hearing, along with an index file, in accordance with the September 25, 2019 Protocol for E-hearings, by February 14, 2020; and ORDER 8. the merits hearing shall commence on February WHEREAS on September 25, 2019, the Ontario 20, 2020 at 10:00 a.m. and continue on February Securities Commission (the Commission) held a hearing 21, 2020; September 1, 2, 3, 4, 8, 9, 10, 11, 2020; at 20 Queen Street West, 17th Floor, Toronto, Ontario; October 5, 7, 8, 9, 13, 14, 15, 16, 19, 21, 22, 23, 26, 27, 28, 29, 30, 2020; November 2, 4, 5, 6, 12, ON HEARING the submissions of the 13, 16, 18, 19, 20, 23, 25, 26, 27, 30, 2020; and representatives for Staff of the Commission (Staff) and for December 1, 2, 9, 10, 11, 2020 at 10:00 a.m. on Majd Kitmitto, Steven Vannatta, Christopher Candusso, each day, or such other dates and times as Claudio Candusso, Donald Alexander (Sandy) Goss, John provided by the Office of the Secretary and agreed Fielding and Frank Fakhry (the Respondents); to by the parties.

IT IS ORDERED THAT: “M. Cecilia Williams”

1. further attendances are scheduled for October 30, 2019 at 10:00 a.m., November 20, 2019 at 10:00 a.m., and December 13, 2019 at 10:00 a.m., or such other dates and times as provided by the Office of the Secretary and agreed to by the parties;

2. the parties shall disclose any expert evidence according to the following schedule:

a. The Respondents shall serve all parties with any expert report by no later than November 22, 2019;

b. Staff shall serve all parties with any expert response report by no later than January 7, 2020; and

c. The Respondents shall serve all parties with any expert reply report by no later than January 24, 2020;

3. Staff shall serve the Respondents with a hearing brief containing copies of the documents, and identifying the other things, that Staff intends to produce or enter as evidence at the merits hearing by January 7, 2020;

4. each Respondent shall serve every other party with a hearing brief containing copies of the documents, and identifying the other things, that

October 3, 2019 (2019), 42 OSCB 7940

Decisions, Orders and Rulings

2.2.3 Natural Bee Works Apiaries Inc. et al. – ss. 127(1), 127.1 2. pursuant to paragraph 2 of s. 127(1) of the Act, trading in any securities or derivatives by NBW FILE NO.: 2018-40 shall cease permanently;

IN THE MATTER OF 3. pursuant to paragraph 2.1 of s. 127(1) of the Act, NATURAL BEE WORKS APIARIES INC., the acquisition of any securities by Mr. Landucci RINALDO LANDUCCI and and Ms. Chickalo shall cease permanently, with TAWLIA CHICKALO the exception that they may each acquire securities: D. Grant Vingoe, Vice-Chair and Chair of the Panel (a) in a registered retirement savings plan, September 25, 2019 registered retirement income fund, and/or tax-free savings account (as defined in ORDER the Income Tax Act (Canada)) at a (Subsection 127(1) and Section 127.1 registered dealer in each their own name of the Securities Act, RSO 1990, c S.5) of which he or she has the sole beneficial interest; WHEREAS on August 6, 2019, the Ontario Securities Commission (the Commission) held a hearing (b) in respect of holdings in each such at 20 Queen Street West, 17th Floor, Toronto, Ontario, to account described in paragraph 3(a), he consider the sanctions and costs that the Commission or she does not own legally or should impose on Rinaldo Landucci (Mr. Landucci), Tawlia beneficially more than five percent of the Chickalo (Ms. Chickalo) and Natural Bee Works Apiaries outstanding securities of the class or Inc. (NBW) (collectively, the Respondents) as a result of series of the class in question; and the findings in the Commission’s Reasons and Decision on the merits, issued on July 3, 2019; (c) that he or she carries out exclusively through a registered dealer (which dealer ON READING the materials of Staff of the must be given a copy of this Order) and Commission (Staff) and the Respondents, and on hearing through accounts opened in his or her the submissions of Staff appearing in person, Ms. Chickalo name only; appearing on her own behalf by video conference, and Mr. Landucci, appearing on his own behalf and on behalf of 4. pursuant to paragraph 2.1 of s. 127(1) of the Act, NBW by video conference; the acquisition of any securities by NBW shall cease permanently; IT IS ORDERED THAT: 5. pursuant to paragraph 3 of s. 127(1) of the Act, 1. pursuant to paragraph 2 of s. 127(1) of the Act, any exemptions contained in Ontario securities trading in any securities or derivatives by Mr. law do not apply to Mr. Landucci, Ms. Chickalo Landucci and Ms. Chickalo shall cease and NBW permanently; permanently, with the exception that they may each trade securities or derivatives: 6. pursuant to paragraph 6 of s. 127(1) of the Act, Mr. Landucci and Ms. Chickalo are reprimanded; (a) in a registered retirement savings plan, registered retirement income fund, and/or 7. pursuant to paragraphs 7 and 8.1 of s. 127(1) of tax-free savings account (as defined in the Act, Mr. Landucci and Ms. Chickalo resign any the Income Tax Act (Canada)) at a positions that they hold as directors or officers of registered dealer in each their own name an issuer or registrant; of which he or she has the sole beneficial interest; 8. pursuant to paragraphs 8 and 8.2 of s. 127(1) of the Act, Mr. Landucci and Ms. Chickalo are (b) in respect of holdings in each such prohibited permanently from becoming or acting account described in paragraph 1(a), he as directors or officers of any issuer or registrant; or she does not own legally or beneficially more than five percent of the 9. pursuant to paragraph 8.5 of s. 127(1) of the Act, outstanding securities of the class or Mr. Landucci, Ms. Chickalo and NBW are series of the class in question; and prohibited permanently from becoming or acting as a registrant or as a promoter; (c) that he or she carries out exclusively through a registered dealer (which dealer 10. pursuant to paragraph 9 of s. 127(1) of the Act, must be given a copy of this Order) and the Respondents shall pay an administrative through accounts opened in his or her penalty of $650,000 to the Commission, as name only; follows:

October 3, 2019 (2019), 42 OSCB 7941

Decisions, Orders and Rulings

(a) Mr. Landucci and NBW, jointly and severally, shall pay an administrative penalty of $500,000; and

(b) Ms. Chickalo shall pay an administrative penalty of $150,000;

11. pursuant to paragraph 10 of s. 127(1) of the Act, the Respondents shall disgorge $267,203 to the Commission, as follows:

(a) Mr. Landucci and NBW, jointly and severally, shall disgorge to the Commission $234,922; and

(b) Ms. Chickalo shall disgorge to the Commission $32,281;

12. each of the payments in paragraphs 10 and 11 is designated for allocation or use by the Commission in accordance with s. 3.4(2)(b) of the Act; and

13. pursuant to s. 127.1 of the Act, the Respondents shall pay costs of $267,806.59 to the Commission as follows:

(a) Mr. Landucci and NBW, jointly and severally, shall pay $187,464.61 for the costs of the investigation and hearing; and

(b) Ms. Chickalo shall pay $80,341.98 for the costs of the investigation and hearing.

“D. Grant Vingoe”

October 3, 2019 (2019), 42 OSCB 7942

Decisions, Orders and Rulings

2.2.4 Avalon Works Corp. – s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission – cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquiror that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF AVALON WORKS CORP.

ORDER (Section 144 of the Act)

WHEREAS the securities of Avalon Works Corp. (the Filer) are subject to a temporary cease trade order dated August 6, 2010 made by the Director under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order dated August 18, 2010 made by the Director under paragraph 2 of subsection 127(1) of the Act (together, the OSC CTO) directing that trading in the securities of the Filer cease until the OSC CTO is revoked by the Director;

AND WHEREAS the OSC CTO was made on the basis that the Filer was in default of certain filing requirements under Ontario securities law as described in the OSC CTO;

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act for a full revocation of the OSC CTO (the Application);

AND UPON the Filer having represented to the Commission that:

1. The Filer was incorporated under the Canada Business Corporations Act on April 6, 2000.

2. The head office of the Filer is located at 237 Argyle Avenue, Ottawa, Ontario, K2P 1B8.

3. The Filer’s core competency was one-to-one information technology (IT) consulting. Its IT consulting revenues included fees from a long term, electronic service delivery contract and a variety of smaller assignments. The Filer terminated its operations in 2007.

4. The Filer is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia, and Alberta. The Filer is not a reporting issuer in any other jurisdiction in Canada.

5. The Filer’s authorized capital consists of an unlimited number of common shares (the Common Shares), of which 429,742,200 Common Shares are issued and outstanding. Other than the Common Shares, the Filer has no securities (including debt securities) issued and outstanding.

6. The Filer’s Common Shares were listed on the TSX Venture Exchange (TSXV) under the symbol “AWB”. However, the TSXV delisted the Filer’s Common Shares for failure to maintain the TSXV’s minimum listing requirements. The Filer’s Common Shares are not currently listed, quoted or traded on any other exchange, marketplace or other facility in Canada or elsewhere.

October 3, 2019 (2019), 42 OSCB 7943

Decisions, Orders and Rulings

7. The OSC CTO was issued as a result of the Filer’s failure to file interim financial statements for the nine-month period ended May 31, 2010 and accompanying management’s discussion and analysis (MD&A) within the timeframe as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and related certifications as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109) (collectively, the Unfiled Documents).

8. The Unfiled Documents were not filed in a timely manner as a result of financial difficulties. Subsequent to the failure to file the Unfiled Documents, the Filer also failed to file the following documents as required by Ontario securities law:

(a) all audited annual financial statements, together with accompanying MD&As (including statements of executive compensation), as required under NI 51-102 and NI 52-109 certificates for the financial years ended August 31, 2010 to August 31, 2018; and

(b) all unaudited interim financial statements, together with accompanying MD&As, as required under NI 51-102 and NI 52-109 certificates for the interim periods ended May 31, 2010 to May 31, 2019

(together with the Unfiled Documents, the Unfiled Continuous Disclosure).

9. The Filer is also subject to a cease trade order (the BCSC CTO) of the British Columbia Securities Commission (BCSC) dated August 9, 2010 issued in response to the Filer’s failure to file its Unfiled Documents.

10. The Filer is also subject to a cease trade order (the ASC CTO) of the Alberta Securities Commission (ASC) dated November 22, 2010 issued in response to the Filer’s failure to file its Unfiled Documents (the ASC CTO, the BCSC CTO together with the OSC CTO, the CTOs).

11. The Filer has concurrently applied to the BCSC and the ASC for orders for revocation of the ASC CTO and the BCSC CTO, respectively.

12. Since the issuance of the OSC CTO, the Filer has filed the following on the System for Electronic Document Analysis and Retrieval (SEDAR):

(a) audited annual financial statements, accompanying MD&As and NI 52-109 certificates for the financial years ended August 31, 2017 and August 31, 2018;

(b) unaudited interim financial statements, accompanying MD&As and NI 52-109 certificates for the periods ended November 30, 2017, February 28, 2018, May 31, 2018, November 30, 2018, February 28, 2019 and May 31, 2019;

(c) Form 51-102F6V Statement of Executive Compensation (Venture Issuers) for the years ended August 31, 2018 and 2017; and

(d) audit committee and corporate governance disclosure for the year ended August 31, 2018.

13. The Filer has not filed the following:

(a) the audited financial statements, together with the corresponding MD&As, (including statements of executive compensation), as required under NI 51-102 and NI 52-109 certificates for the financial years ended August 31, 2010 to August 31, 2016; and

(b) the unaudited interim financial statements, together with the corresponding MD&As, as required under NI 51- 102 and NI 52-109 certificates for the periods ended May 31, 2010 to May 31, 2017

(collectively, the Outstanding Filings)

14. The Filer has requested that the Commission exercise its discretion in accordance with sections 6 and 7 of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order (NP 12-202) and elect not to require the Filer to file the Outstanding Filings.

15. Except for the failure to file the Outstanding Filings, the Filer is (i) up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the OSC CTO, the ASC CTO and the BCSC CTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

October 3, 2019 (2019), 42 OSCB 7944

Decisions, Orders and Rulings

16. Since the issuance of the CTOs, there have been no material changes in the business, operations or affairs of the Filer which have not been disclosed by the Filer via news release and/or material change report and filed on SEDAR.

17. The Filer is not considering nor is it involved in any discussions related to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

18. The Filer has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.

19. The Filer’s SEDAR and System for Electronic Disclosure by Insiders profiles are up-to-date.

20. Other than the OSC CTO, the ASC CTO and the BCSC CTO, the Filer is not in default of its continuous disclosure obligations under Ontario / Alberta / British Columbia securities laws.

21. The Filer has provided the Commission with a written undertaking (the Undertaking) that it will:

(a) hold an annual meeting of shareholders within three months after the date on which the OSC CTO is revoked; and

(b) not complete:

(i) a restructuring transaction involving, directly or indirectly, an existing, or proposed, material underlying business which is not located in Canada,

(ii) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

(iii) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

unless

a. the Filer files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Act,

b. the Filer files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Filer, and

c. the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

22. Upon the issuance of this revocation order, the Filer will issue a news release and file a material change report on SEDAR to announce the revocation of the CTOs, describe the Undertaking and outline the Filer’s future plans.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the OSC CTO;

IT IS ORDERED pursuant to section 144 of the Act that the OSC CTO is revoked.

DATED at Toronto, Ontario on this 24th day of September 2019.

“Marie-France Bourret” Manager, Corporate Finance Ontario Securities Commission

October 3, 2019 (2019), 42 OSCB 7945

Decisions, Orders and Rulings

2.2.5 Critical Control Energy Services Corp.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – issuer deemed to be no longer a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Citation: Re Critical Control Energy Services Corp., 2019 ABASC 143

September 17, 2019

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

AND

IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF CRITICAL CONTROL ENERGY SERVICES CORP. (the Filer)

ORDER

Background

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

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

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

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and

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

Interpretation

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

Representations

This order is based on the following facts represented by the Filer:

1. The Filer is incorporated under the Business Corporations Act (Alberta) (the ABCA) and has its head and registered office in Calgary, Alberta.

2. The Filer is a reporting issuer in British Columbia, Alberta and Ontario.

October 3, 2019 (2019), 42 OSCB 7946

Decisions, Orders and Rulings

3. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.

4. On February 12, 2019, the Filer filed an application with the Toronto Stock Exchange (the TSX) to voluntarily delist its common shares (the Common Shares) and Series A preferred shares (the Old Preferred Shares) from trading on the TSX (the Delisting). Management of the Filer (Management) deemed it in the best interests of the Filer to make the Delisting application, and such application was granted on February 28, 2019.

5. The Filer completed a plan of arrangement transaction under section 193 of the ABCA effective June 5, 2019 (the Arrangement) to, among other things, consolidate its issued and outstanding Common Shares and Old Preferred Shares, and reduce the number of securityholders holding such shares. On May 27, 2019, the Arrangement was approved at an annual general and special meeting of shareholders. Of the shareholders who cast votes: (i) 99.67% of the holders of Common Shares (Common Shareholders) and 99.82% of the holders of Old Preferred Shares (Preferred Shareholders) voted in favour of the Arrangement; and (ii) 99.52% of Common Shareholders and 99.81% of Preferred Shareholders excluding the votes held or controlled by “interested parties” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions voted in favour of the Arrangement. The Arrangement was approved by the Alberta Court of Queen's Bench on June 4, 2019.

6. In the management information circular prepared in connection with the approval of the Arrangement, the Filer indicated to its shareholders that it would apply to the relevant Canadian securities regulatory authorities for an order declaring the Filer to no longer be a reporting issuer in each of its reporting jurisdictions.

7. Immediately prior to the Arrangement, the Filer had 46,136,587 Common Shares issued and outstanding and 4,298,490 Old Preferred Shares issued and outstanding.

8. Pursuant to the Arrangement, 11,696,409 Common Shares and 855,098 Old Preferred Shares were redeemed by the Filer for a price of $0.08 per Common Share and $0.42 per Old Preferred Share, respectively. Common Shares that were not redeemed were consolidated on the basis of one (1) post-Arrangement Common Share for every five and one quarter (5.25) pre-Arrangement Common Shares. Old Preferred Shares that were not redeemed were either:

(a) converted to Common Shares on the basis of two (2) post-Arrangement Common Shares for every one (1) Old Preferred Share; or

(b) exchanged for a newly created class of Series B preferred shares (New Preferred Shares) on the basis of one (1) New Preferred Share for every one (1) Old Preferred Share.

9. Under the Arrangement, 930,488 Old Preferred Shares were converted to Common Shares and 363,659 Old Preferred Shares were converted to 363,659 New Preferred Shares.

10. Following the Arrangement, the Filer has 12,366,049 Common Shares and 363,659 New Preferred Shares issued and outstanding.

11. The Filer has no securities outstanding other than the Common Shares and New Preferred Shares.

12. Management has determined that there are a maximum of 40 beneficial common securityholders and a maximum of 10 beneficial preferred securityholders inclusive of one securityholder holding both Common Shares and New Preferred Shares, for an aggregate maximum of 49 beneficial securityholders of the Filer worldwide who hold an aggregate of 12,366,049 Common Shares and 363,659 New Preferred Shares.

13. Of the above, Management has advised that:

(a) in the province of Alberta there are a maximum of 23 beneficial common securityholders and a maximum of five beneficial preferred securityholders, inclusive of one securityholder holding both Common Shares and New Preferred Shares, for an aggregate maximum of 27 beneficial securityholders who hold 7,588,391 Common Shares and 23,091 New Preferred Shares, representing 61.36% of the total issued and outstanding Common Shares of the Filer and 6.35% of the total issued and outstanding New Preferred Shares of the Filer, respectively;

(b) in the province of Saskatchewan there is one beneficial common securityholder and no beneficial preferred securityholders for an aggregate of one beneficial securityholder who holds 5,000 Common Shares, representing 0.04% of the total issued and outstanding Common Shares of the Filer;

October 3, 2019 (2019), 42 OSCB 7947

Decisions, Orders and Rulings

(c) in the province of Ontario there are seven beneficial common securityholders and no beneficial preferred securityholders for an aggregate of seven beneficial securityholders who holds 4,692,182 Common Shares, representing 37.94% of the total issued and outstanding Common Shares of the Filer;

(d) in the province of Quebec there are four beneficial common securityholders and one beneficial preferred securityholder for an aggregate of five beneficial securityholders who hold 39,782 Common Shares and 2,751 New Preferred Shares, representing 0.32% of the total issued and outstanding Common Shares of the Filer and 0.76% of the total issued and outstanding New Preferred Shares of the Filer, respectively;

(e) in the province of British Columbia there are two beneficial common securityholders and one beneficial preferred securityholders for an aggregate of three beneficial securityholders who hold 10,444 Common Shares and 12,000 New Preferred Shares, representing 0.08% of the total issued and outstanding Common Shares of the Filer and 3.3% of the total issued and outstanding New Preferred Shares of the Filer, respectively; and

(f) in the United States there are three beneficial common securityholders and three beneficial preferred securityholders for an aggregate of six beneficial securityholders who hold 30,250 Common Shares and 325,817 New Preferred Shares, representing 0.24% of the total issued and outstanding Common Shares of the Filer and 89.59% of the total issued and outstanding New Preferred Shares of the Filer, respectively.

14. Management has determined that there are fewer than 15 beneficial securityholders in each jurisdiction other than Alberta, where there are a maximum of 27 beneficial securityholders (the Alberta Holders).

15. Management has determined in Alberta there are a maximum of 23 beneficial common securityholders and a maximum of five beneficial preferred securityholders, inclusive of one securityholder holding both Common Shares and New Preferred Shares, for an aggregate maximum of 27 beneficial securityholders who hold 7,588,391 Common Shares and 23,091 New Preferred Shares. Of the Alberta Holders, Management is unable to identify the beneficial holder of two accounts and, therefore, has assumed that each account is a separate beneficial holder. Of the above:

(a) 14 beneficial common securityholders hold 7,481,097 Common Shares and one beneficial preferred securityholder holds 20,000 New Preferred Shares; and

(b) nine beneficial common securityholders hold 107,294 Common Shares and four beneficial preferred securityholders hold 3,091 New Preferred Shares, inclusive of one securityholder holding both Common Shares and New Preferred Shares, representing 0.87% of the total issued and outstanding Common Shares of the Filer and 0.85% of the total issued and outstanding New Preferred Shares of the Filer, respectively.

16. In support of the representations set forth herein concerning the number of securityholders of the Filer, Management has undertaken the following investigations and analysis:

(a) a thorough and diligent examination of the Filer’s securityholders’ register;

(b) a thorough and diligent examination of the records of the Filer prepared by Computershare Trust Company of Canada;

(c) a thorough and diligent examination of the securityholders’ accounts and non-objecting beneficial owner list maintained for the Filer by Canadian Depository for Securities Limited; and

(d) a thorough and diligent examination of the geographical analysis report prepared by Broadridge Financial Solutions, Inc.

17. The Filer is unable to rely on the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it has more than 15 securityholders in Alberta.

18. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the- Counter Markets.

19. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada, other than Alberta, and fewer than 51 securityholders in total worldwide.

October 3, 2019 (2019), 42 OSCB 7948

Decisions, Orders and Rulings

20. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

21. The Filer has no current intention to seek public financing by way of an offering of its securities in Canada.

22. The Filer is not in default of the Legislation in any jurisdiction.

23. The Filer, upon grant of the Order Sought, will no longer be a reporting issuer in any jurisdiction of Canada.

Order

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

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

“Timothy Robson” Manager, Legal Corporate Finance Alberta Securities Commission

October 3, 2019 (2019), 42 OSCB 7949

Decisions, Orders and Rulings

2.2.6 DMG Blockchain Solutions Inc.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions – Application by an issuer for a revocation of cease trade orders issued by the Commission and British Columbia Securities Commission – cease trade order issued because the issuer had failed to file certain continuous disclosure materials required – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – Ontario opt-in to revocation order issued by British Columbia Securities Commission, as principal regulator.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss.127 and 144. National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdiction.

Citation: 2019 BCSECCOM 285

REVOCATION ORDER

DMG BLOCKCHAIN SOLUTIONS INC.

UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (Legislation)

Background

¶ 1 DMG Blockchain Solutions Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator in each of British Columbia (the Principal Regulator) and Ontario (each a Decision Maker) respectively on February 1, 2019.

¶ 2 The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.

¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

¶ 4 Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 5 The decision is based on the following facts represented by the Issuer:

(a) The Issuer was incorporated under the Business Corporations Act (British Columbia) on April 18, 2011.

(b) On February 9, 2018, the Issuer previously known as Aim Explorations Ltd. closed its qualifying transaction in a reverse take over transaction where all of the issued and outstanding shares, warrants and options of the Issuer were exchanged for shares of DMG Blockchain Solutions Inc. Following the reverse take over transaction, the Issuer was renamed DMG Blockchain Solutions Inc.

(d) The Issuer’s authorized capital consists of an unlimited number of common shares, of which 93,448, 981 common shares are issued and outstanding on a non-diluted basis.

(e) The common shares are listed on the TSX Venture Exchange but were suspended from trading on January 29, 2019. The common shares of the Issuer remain suspended as of the date hereof. The common voting shares are not listed or quoted on any other exchange or market in Canada or elsewhere.

October 3, 2019 (2019), 42 OSCB 7950

Decisions, Orders and Rulings

(f) The FFCTO was issued due to the failure of the Issuer to file with the Principal Regulator and the Decision Maker the following period disclosure as required by the Securities Act, R.S.B.C. 1996, c. 418:

(i) annual audited financial statements for the year ended September 30, 2018;

(ii) annual management’s discussion and analysis for the year ended September 30, 2018; and

(iii) certification of the annual filings for the year ended September 30, 2018

(the Financial Statements).

(g) The Financial Statements were not filed due to unanticipated delays in the preparation and audit of the audited annual financial statements.

(h) The Financial Statements have now been filed with the Principal Regulator and the Decision Maker.

(i) The Issuer is up to date in its continuous disclosure obligations, has paid all outstanding filing fees associated therewith and has complied with the requirements of National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial instruments.

(j) The Issuer has not changed its business since the date of the FFCTO.

Order

¶ 6 Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Marker to make the decision.

¶ 7 The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.

¶ 8 August 28, 2019

“Michael L. Moretto, CPA, CA” Chief of Corporate Disclosure Corporate Finance

TO:

DMG Blockchain Solutions Inc. c/o Nick Ayling Law Corporation 605 - 815 Hornby Street Vancouver BC V6Z 2E6 Email: [email protected]

Stock Transfer Department Computershare Investor Services Inc. 510 Burrard Street 3rd Floor Vancouver BC V6C 3B9 Fax No.: (604) 661-9401

October 3, 2019 (2019), 42 OSCB 7951

Decisions, Orders and Rulings

2.2.7 Halio Energy Inc.

Headnote

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss.127 and 144. National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdiction.

Citation: 2019 BCSECCOM 311

REVOCATION ORDER

HALIO ENERGY INC.

UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Legislation)

Background

¶ 1 Halio Energy Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator of the British Columbia Securities Commission (the Principal Regulator) and Ontario (each a Decision Maker) respectively on December 4, 2017.

¶ 2 The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocation in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.

¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

¶ 4 Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Order

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

¶ 6 The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.

¶ 7 September 13, 2019

“Allan Lim, CPA, CA” Manager Corporate Finance

TO:

Halio Energy Inc. 2300 - 1177 West Hastings Street Vancouver BC V6E 2K3 Email: [email protected]

Stock Transfer Department Computershare Trust Company of Canada 3rd Floor, 510 Burrard Street Vancouver BC V6C 3B9 Fax No.: (604) 661-9401

October 3, 2019 (2019), 42 OSCB 7952

Decisions, Orders and Rulings

2.2.8 Canada Cannabis Corporation et al. – ss. 127, 127.1

FILE NO.: 2019-34

IN THE MATTER OF CANADA CANNABIS CORPORATION, CANADIAN CANNABIS CORPORATION, BENJAMIN WARD, SILVIO SERRANO, and PETER STRANG

Raymond Kindiak, Commissioner and Chair of the Panel

September 30, 2019

ORDER (Sections 127 and 127.1 of the Securities Act, RSO 1990, c S.5)

WHEREAS on September 30, 2019, the Ontario Securities Commission held a hearing at 20 Queen Street West, 17th Floor, Toronto, Ontario, with respect to the first attendance in this proceeding;

ON HEARING the submissions of the representatives for Staff of the Commission (Staff) and for each of the respondents;

IT IS ORDERED THAT:

1. By no later than October 30, 2019, Staff shall disclose to each of the respondents non-privileged relevant documents and things in the possession or control of Staff (Staff’s Disclosure);

2. By no later than January 23, 2020, the respondents shall serve and file a motion, if any, regarding Staff’s Disclosure or seeking disclosure of additional documents;

3. By no later than January 23, 2020, Staff shall:

a. file and serve a witness list on each respondent,

b. serve a summary of each witness’s anticipated evidence on each respondent, and

c. indicate any intention to call an expert witness, including providing the expert’s name and the issues on which the expert will give evidence; and

4. A further attendance in this proceeding is scheduled for February 6, 2020 at 10:00 a.m. or on such other date and time as may be agreed by the parties and set by the Office of the Secretary.

“Raymond Kindiak”

October 3, 2019 (2019), 42 OSCB 7953

Decisions, Orders and Rulings

2.2.9 eCobalt Solutions Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – Application for an order that an issuer is not a reporting issuer under applicable securities laws; following an arrangement, all of the issuer’s common shares were acquired by another company; the outstanding securities of the issuer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; issuer failed to file interim financial statements and is in default of its obligations as a reporting issuer; no securities of the issuer are traded over any exchange or marketplace.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

September 27, 2019

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

AND

IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS

and

IN THE MATTER OF eCOBALT SOLUTIONS INC. (the Filer)

Order

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

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

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador; and

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

Interpretation

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

Representations

¶ 3 This order is based on the following facts represented by the Filer:

October 3, 2019 (2019), 42 OSCB 7954

Decisions, Orders and Rulings

1. the Filer (formerly known as Formation Capital Corp. and Formation Metals Inc.) was incorporated under the Company Act (British Columbia) on June 13, 1988 and transitioned under the Business Corporations Act (British Columbia) (the BCBCA) on August 10, 2004; the name of the Filer was changed to Formation Metals Inc. on November 9, 2009 and to eCobalt Solutions Inc. on August 2, 2016;

2. the Filer’s head office is located in Vancouver, British Columbia;

3. the common shares in the capital of the Filer (the eCobalt Shares) traded on the Toronto Stock Exchange (the TSX), on the OTCQX Market (the OTCQX) and on the Frankfurt Stock Exchange; in addition, 11,500,000 eCobalt common share purchase warrants (the eCobalt Listed Warrants) traded on the TSX; no other securities of the Filer were listed on any exchange;

4. Jervois Mining Limited (Jervois) is a corporation existing under the laws of Australia and is extra-provincially registered in British Columbia; the authorized share capital of Jervois consists of an unlimited number of ordinary shares (the Jervois Shares); the Jervois Shares are listed on the Australian Stock Exchange and the TSX Venture Exchange under the symbol “JRV”;

5. effective at 12:01 a.m. (Pacific Daylight Time) on July 24, 2019 (the Effective Time), Jervois acquired all of the issued and outstanding eCobalt Shares by way of a statutory plan of arrangement under the BCBCA (the Arrangement);

6. on July 26, 2019, the eCobalt Shares were delisted from the TSX, the OTCQX and the Frankfurt Stock Exchange, and the eCobalt Listed Warrants were delisted from the TSX;

7. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over- the-Counter Markets;

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

9. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

10. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;

11. the Filer is not in default of securities legislation in any jurisdiction, other than the obligation to file by August 14, 2019 its interim financial statements and related management’s discussion and analysis for the interim period ended June 30, 2019 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certification of interim filings as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the Filings); and

12. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings.

Order

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

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

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

October 3, 2019 (2019), 42 OSCB 7955

Decisions, Orders and Rulings

2.2.10 Aguia Resources Limited – s. 1(11)(b) 5. Australian companies do not have authorized share capital. There is generally no limit in the Headnote Corporations Act or the corporate constitution of the Applicant on the power of the Board to issue Subsection 1(11)(b) – Order that the issuer is a reporting Ordinary Shares. However, subject to certain issuer for the purposes of Ontario securities law – Issuer is exceptions, the ASX Listing Rules (the rules of the already a reporting issuer in Alberta and British Columbia – ASX which govern the conduct and disclosure of Issuer’s securities listed for trading on the TSX Venture companies listed thereon and which are amended Exchange – Continuous disclosure requirements in Alberta from time to time) prohibit an ASX-listed company and British Columbia are substantially the same as those in from issuing shares or options representing more Ontario – Issuer has a significant connection to Ontario. than 15% of the issued capital in any 12-month period without shareholder approval. The ASX Statues Cited Listing Rules also permit an ASX-listed company to issue up to an additional 10% of its issued Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b). capital within the following 12 months, if approved by the shareholders at an annual general meeting. IN THE MATTER OF The Ordinary Shares have no nominal or par THE SECURITIES ACT, value, they entitle their holder to vote at general R.S.O. 1990, CHAPTER S.5, AS AMENDED meetings, and are recorded in the accounts of the (the Act) Applicant at their issue price.

AND 6. As of June 24, 2019, the Applicant had issued and outstanding the following securities: IN THE MATTER OF AGUIA RESOURCES LIMITED (i) 164,255,158 Ordinary Shares,

ORDER (ii) unlisted options issued under the (clause 1(11)(b)) Applicant’s employee share ownership plan to acquire an aggregate of UPON the application of Aguia Resources Limited 9,160,000 Ordinary Shares at exercise (the Applicant) to the Ontario Securities Commission (the prices ranging from A$0.14 to A$0.64; Commission) for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the (iii) unlisted warrants to acquire an aggregate purposes of Ontario securities law; of 13,180,418 Ordinary Shares at a price of C$0.65 each expiring June 30, 2020; AND UPON considering the application and the and recommendation of the staff of the Commission; (iv) unlisted warrants to acquire an aggregate AND UPON the Applicant representing to the of 7,142,900 Ordinary Shares at a price Commission as follows: of C$0.65 each expiring April 12, 2021.

1. The Applicant was incorporated under the 7. As a consequence of listing its shares on the Australian Corporations Act 2001 (Cth) (the TSXV, the Applicant became a reporting issuer Corporations Act) as Newport Mining Limited on under the Securities Act (Alberta) (the Alberta October 31, 2007. On October 6, 2010, Newport Act) and under the Securities Act (British Mining Limited changed its name to Aguia Columbia) (the BC Act) on July 6, 2017. Resources Limited. 8. The Applicant is not a reporting issuer or the 2. The head and registered office of the Applicant is equivalent in any jurisdiction in Canada other than located at Level 5, 126 Phillip Street, Sydney, Alberta or British Columbia. NSW, Australia, 2000. 9. The Applicant is not on the list of defaulting 3. The ordinary shares of the Applicant (the reporting issuers maintained pursuant to the Ordinary Shares) were first listed on the Alberta Act or the BC Act and is not in default of Australian Securities Exchange (ASX) on any of its obligations under the Alberta Act or the February 13, 2008. The Ordinary Shares are the BC Act or the rules and regulations made Company’s only securities listed on the ASX. thereunder. There is no Australian equivalent to the lists of defaulting reporting issuers maintained 4. The Ordinary Shares began trading on the TSX pursuant to the BC Act and the Alberta Act. Venture Exchange (the TSXV) on July 6, 2017 under the symbol “AGRL.” The Ordinary Shares 10. The continuous disclosure materials filed by the are not traded on any other stock exchange or Applicant under the securities legislation in Alberta trading or quotation system.

October 3, 2019 (2019), 42 OSCB 7956

Decisions, Orders and Rulings

and British Columbia are available on the System 19. The Applicant does not have a shareholder that for Electronic Document Analysis and Retrieval. holds sufficient securities of the Applicant to affect materially the control of the Applicant. 11. The continuous disclosure materials filed by the Applicant under the requirements of the Alberta 20. Neither the Applicant nor any of its officers or Act and the BC Act are substantially the same as directors has: the continuous disclosure requirements under the Act. a) been subject to any penalties or sanctions imposed by a court relating to 12. The Applicant is also subject to the continuous Canadian securities legislation or by a disclosure reporting requirements of the ASX. Canadian securities regulatory authority;

13. The Applicant is not in default of any of the rules, b) entered into a settlement agreement with regulations or policies of the TSXV. a Canadian securities regulatory authority; or 14. The Applicant does not intend to list or post the Ordinary Shares for trading on any other stock c) been subject to any other penalties or exchange or marketplace in Canada, other than sanctions imposed by a court or the TSXV. regulatory body that would be likely to be considered important to a reasonable 15. The TSXV requires all of its listed issuers, which investor making an investment decision. are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection 21. Neither the Applicant nor any of its officers or with Ontario, as defined in Policy 1.1 of the TSXV directors is or has been subject to: Corporate Finance Manual, and, upon first becoming aware that it has a significant a) any known ongoing or concluded connection to Ontario, to promptly make a bona investigation by a Canadian securities fide application to the Commission to be regulatory authority, or a court or designated a reporting issuer in Ontario. regulatory body, other than a Canadian securities regulatory authority, that would 16. The Applicant has determined that it has a be likely to be considered important to a significant connection to Ontario in accordance reasonable investor making an with the policies of the TSXV as several of the investment decision; or Applicant’s officers, including the Managing Director, Chief Financial Officer and Chief b) any bankruptcy or insolvency Commercial Officer, are residents of Ontario. proceedings, or other proceedings, arrangements or compromises with 17. The Applicant’s principal regulator is the British creditors, or the appointment of a Columbia Securities Commission. The receiver, receiver manager or trustee, Commission will be the principal regulator of the within the preceding 10 years. Applicant once it has obtained reporting issuer status in Ontario. Upon granting of this Order, the 22. None of the officers or directors of the Applicant, is Applicant will amend its SEDAR profile to indicate or has been at the time of such event an officer or that the Commission is its principal regulator. director of any other issuer which is or has been subject to: 18. On March 28, 2019 a group of shareholders in Australia filed a notice under the Corporations Act a) any cease trade or similar orders, or indicating that they were acting together to orders that denied access to any requisition two shareholders’ meetings for the exemptions under Ontario securities law, purpose of removing certain directors of the for a period of more than 30 consecutive Applicant and appointing new directors. The days within the preceding 10 years; or maximum shareholding of these persons was 13.12% of the outstanding Ordinary Shares. The b) any bankruptcy or insolvency requisitioning shareholders were successful in that proceedings, or other proceedings, the directors that they wanted to remove resigned arrangements or compromises with from office and the new directors nominated by creditors, or the appointment of a them were elected. On June 17, 2019, these receiver, receiver manager or trustee, shareholders filed a further notice under the within the preceding 10 years. Corporations Act indicating that they were no longer acting together. AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

October 3, 2019 (2019), 42 OSCB 7957

Decisions, Orders and Rulings

IT IS HEREBY ORDERED pursuant to clause 2.2.11 The Mosport Park Entertainment Corporation – 1(11)(b) of the Act, that the Applicant is a reporting issuer s. 144 for the purposes of Ontario securities law. Headnote DATED at Toronto, Ontario on this 4th day of July, 2019. Application by an issuer for a revocation of a cease trade “Michael Balter” order issued by the Commission – cease trade order issued Manager, Corporate Finance because the issuer had failed to file certain continuous Ontario Securities Commission disclosure materials required by Ontario securities law – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF THE MOSPORT PARK ENTERTAINMENT CORPORATION

ORDER (section 144 of the Act)

WHEREAS the securities of The Mosport Park Entertainment Corporation (the Applicant) are subject to a cease trade order dated April 14, 1997 issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act as extended by a further cease trade order issued by the Director on April 30, 1997 pursuant to subsection 127(8) of the Act (the Ontario Cease Trade Order) directing that all trading in securities of the Applicant, whether direct or indirect, shall cease until further order by the Director;

AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order and below;

AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act to revoke the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the laws of the Province of Quebec by Letters Patent dated July 30, 1971 under the name “The Wellington Investment Corporation”. By Supplementary Letters Patent (Quebec) dated May 31, 1973 the name was changed to “Mosport Park Corporation”/“Corporation Parc Mosport”. The Applicant was continued pursuant to Part 1 A of

October 3, 2019 (2019), 42 OSCB 7958

Decisions, Orders and Rulings

the Companies Act (Quebec) on August 19, 1994 accordance with the requirements of Ontario and its name was changed to “Corporation securities law, including the following: D’Amusement Parc Mosport”/“The Mosport Park Entertainment Corporation”. The Articles of the i) all audited financial statements for the Applicant were also amended on August 19, 1994 years ended September 30, 1997 to to consolidate the issued and outstanding shares. September 30, 2004, and all audited The Applicant’s registration with Registraire des financial statements, accompanying Entreprises du Québec was cancelled involuntarily MD&A and related certificates as on May 8, 1998 but the cancellation was revoked required under National Instrument 52- on August 29, 2018. 109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109 2. The Applicant’s registered head office is located at Certificates) for the years ended 300-4060 Sainte-Catherine Street West, September 30, 2005 to September 30, Westmount, Quebec H3Z 2Z3. 2018; and

3. The Applicant’s principal regulator is the Authorité ii) all unaudited interim financial statements des Marchés Financier in the Province of Quebec. for the interim periods ended March 31, The Applicant is a reporting issuer in Quebec, 1997 to December 31, 2003, and all Ontario, British Columbia, and Manitoba and is not unaudited interim financial statements, a reporting issuer in any other jurisdiction in accompanying MD&A and NI 52-109 Canada. Certificates for the interim periods ended March 31, 2004 to December 31, 2018. 4. The Applicant's authorized capital consists of an unlimited number of common shares (the 11. Since the issuance of the Cease Trade Orders, Common Shares), of which approximately the Applicant has filed the following continuous 8,499,181 Common Shares are issued and disclosure documents with the Commission: outstanding. i) audited financial statements, 5. The Applicant has no other securities, including accompanying MD&A (including debt securities, issued and outstanding. statements of executive compensation) and NI 52-109 Certificates for the years 6. The Common shares of the Applicant were listed ended September 30, 2017 and for trading on the Vancouver Stock Exchange on September 30, 2018; and November 6, 1978 under the symbol MPM. The shares were delisted on March 1, 1999. The ii) unaudited interim financial statements, Common Shares are not currently listed, quoted, accompanying MD&A and NI 52-109 or traded on any exchange, marketplace or other Certificates for the interim periods ended facility in Canada or elsewhere. March 31, 2018, June 30, 2018, December 31, 2018, March 31, 2019, 7. The Applicant is also subject to cease trade orders and June 30, 2019. issued by the Authorité des Marchés Financier dated April 15, 1997, the British Columbia 12. The Applicant has not filed the following: Securities Commission dated April 22, 1997 and the Manitoba Securities Commission dated March i) audited financial statements for the years 10, 1998 (together with the Ontario Cease Trade ended September 30, 1996 to September Order, the Cease Trade Orders) 30, 2004, and audited financial statements, accompanying MD&A and 8. The Applicant has concurrently applied for full related NI 52-109 certificates for the revocation of the cease trade orders by the years ended September 30, 2005 to Authorité des Marchés Financier, the British September 30, 2016; Columbia Securities Commission and the Manitoba Securities Commission. ii) unaudited interim financial statements for the interim periods ended December 31, 9. The Ontario Cease Trade Order was issued as a 1996 to December 31, 2003, and result of the Applicant's failure to file its audited unaudited interim financial statements, annual financial statements for the year ended accompanying MD&A and NI 52-109 September 30, 1996 and interim financial Certificates for the interim periods ended statements for the three month period ended March 31, 2004 to December 31, 2017; December 31, 1996. and

10. The Applicant subsequently failed to file other iii) statements of executive compensation continuous disclosure documents with the for the years ended September 30, 1996 Commission within the prescribed timeframe in to September 30, 2016.

October 3, 2019 (2019), 42 OSCB 7959

Decisions, Orders and Rulings

(collectively, the Outstanding Filings). IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked. 13. The Applicant has filed with the Commission all continuous disclosure that it is required to file DATED at Toronto this 4th day of September, under Ontario securities law, except for the 2019. Outstanding Filings and any other continuous disclosure that the Commission elected not to “Marie-France Bourret” require as contemplated under sections 6 and 7 of Manager, Corporate Finance National Policy 12-202 Revocation of a Ontario Securities Commission Compliance-related Cease Trade Order.

14. Except for the failure to file the Outstanding Filings, the Applicant (i) is up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the Cease Trade Orders; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

15. As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.

16. As of the date hereof, the Applicant’s profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. Since the issuance of the Cease Trade Orders, there have been no material changes in the business, operations or affairs of the Applicant which have not been disclosed by news release and/or material change report and filed on SEDAR.

18. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.

19. The Applicant is currently not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

20. The Applicant held an annual meeting of shareholders on July 22, 2019.

21. Upon the revocation of the Ontario Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Ontario Cease Trade Order and outlining the Applicant’s future plans.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;

October 3, 2019 (2019), 42 OSCB 7960

Chapter 3

Reasons: Decisions, Orders and Rulings

3.1 OSC Decisions

3.1.1 Natural Bee Works Apiaries Inc. et al. – ss. 127, 127.1

Citation: Natural Bee Works Apiaries Inc (Re), 2019 ONSEC 31 Date: 2019-09-25 File No. 2018-40

IN THE MATTER OF NATURAL BEE WORKS APIARIES INC., RINALDO LANDUCCI and TAWLIA CHICKALO

REASONS AND DECISION ON SANCTIONS AND COSTS (Subsection 127(1) and Section 127.1 of the Securities Act, RSO 1990, c S.5)

Hearing: August 6, 2019 Decision: September 25, 2019 Panel: D. Grant Vingoe Vice-Chair and Chair of the Panel Appearances: Christina Galbraith For Staff of the Commission Audrey Smith Rinaldo Landucci For himself and Natural Bee Works Apiaries Inc. Tawlia Chickalo For herself

TABLE OF CONTENTS

I. OVERVIEW II. PRELIMINARY ISSUES A. Representation Status of the Respondents B. The Respondents’ Removal Motion C. Mr. Landucci’s Participation D. Ms. Chickalo’s Evidence and Submissions

III. ANALYSIS – SANCTIONS A. Contraventions of the Act B. Sanctions Requested by Staff C. Respondents’ Submissions D. Application of the Relevant Sanctioning Factors 1. Seriousness of the Misconduct 2. Respondents’ Continuing Activities in the Marketplace 3. The Respondents’ Activity was not an Isolated Event 4. Size of the Profit 5. Lack of Mitigating Factors 6. Deterrence E. Appropriate Sanctions 1. Market Bans 2. Disgorgement 3. Administrative Penalty

IV. ANALYSIS – COSTS A. Introduction B. Staff’s Request

October 3, 2019 (2019), 42 OSCB 7961

Reasons: Decisions, Orders and Rulings

C. Relevant Factors D. Conclusion as to Costs

V. CONCLUSION

REASONS AND DECISION ON SANCTIONS AND COSTS

I. OVERVIEW

[1] In a merits decision dated July 3, 2019,1 the Ontario Securities Commission (the Commission) found that:

a. Tawlia Chickalo (Ms. Chickalo) engaged in the business of trading in securities without the necessary registration or an applicable exemption from the registration requirement, contrary to s. 25 of the Ontario Securities Act (the Act)2;

b. Natural Bee Works Apiaries Inc. (NBW) and Ms. Chickalo traded in securities that constituted a distribution without a prospectus and without an applicable exemption from the prospectus requirement, contrary to s. 53 of the Act;

c. NBW and Rinaldo Landucci (Mr. Landucci) engaged in and participated in an act, practice or course of conduct relating to securities that they knew perpetrated a fraud on the investors, contrary to s. 126.1(1)(b) of the Act;

d. Ms. Chickalo engaged in and participated in an act, practice or course of conduct relating to securities that she reasonably ought to have known perpetrated a fraud on the investors, contrary to s. 126.1(1)(b) of the Act; and

e. Mr. Landucci authorized and permitted all of the breaches of the Act committed by NBW and as a result is deemed, pursuant to s. 129.2 of the Act, to have contravened Ontario securities law.3

[2] During the continuation of this misconduct, between April 2017 and January 2018 (the Material Time), a total of $291,250 was raised from 69 investors and Staff was able to match $267,203 of funds in the Respondents’ bank accounts to investor payments.4 These investors lost their funds. The evidence at the merits hearing demonstrated that some of the investor funds were used by Mr. Landucci and Ms. Chickalo for personal expenditures or withdrawn in cash.5 Some funds were also used for activities that were inconsistent with the venture presented to investors.

[3] On August 6, 2019, a hearing was held to determine whether it is in the public interest to impose a sanctions and costs order on Mr. Landucci, Ms. Chickalo and NBW (collectively, the Respondents). Staff of the Commission (Staff) seeks market bans, disgorgement of the funds obtained by the Respondents and administrative penalties. Staff also seeks a costs order.

[4] For the reasons that follow, I find that it is in the public interest to issue an order as requested by Staff, with the exceptions that Ms. Chickalo and Mr. Landucci are provided with a trading carve-out in registered accounts, and it is unnecessary to specify an “investment fund manager” ban as that is already included in any registrant ban ordered.

II. PRELIMINARY ISSUES

A. Representation Status of the Respondents

[5] At the outset of the sanctions and costs hearing, Mr. Landucci and Ms. Chickalo confirmed that they were unrepresented at the hearing. Mr. Landucci mentioned he did have representation. However, that lawyer did not participate at the hearing.

[6] Mr. Landucci confirmed that he still represents NBW.

[7] As they were located outside of Toronto, Mr. Landucci and Ms. Chickalo each participated in the hearing using GotoMeeting from personal computers. Mr. Landucci evidently did so from a public waiting area at a hospital where he explained that he was to receive treatment shortly.

1 Natural Bee Works Apiaries Inc (Re), 2019 ONSEC 23, (2019) 42 OSCB 5905 (Merits Decision) 2 RSO 1990, c S.5 3 Merits Decision at para 150 4 Merits Decision at para 75 5 Merits Decision at para 99

October 3, 2019 (2019), 42 OSCB 7962

Reasons: Decisions, Orders and Rulings

B. The Respondents’ Removal Motion

[8] On July 31, 2019, I received an e-mail from the Registrar transmitting a “communique” dated July 15, 2019 from Mr. Landucci sent by Ms. Chickalo, which she later indicated that she also supported, requesting my recusal from the sanctions and costs hearing (the Communique). The subject line of the e-mail mentioned that the request was being advanced “due to conflict of interest”.

[9] The Communique stated:

Communique to be forwarded to Mr. Vingoe

In relation to several matters, we demand that Mr. Vingoe recuse himself from the Natural Bee Works case, as he has knowingly and wilfully allowed four major infractions in this case.

1 - Mr. Vingoe allowed Mr. Bernstein to tamper with evidence. Mr. Bernstein sated [sic] there was no sales, but was reminded by Mr. Landucci that evidence of sales was submitted to BCSC, which Mr. Bernstein then had to acknowledge, yet he was allowed to say virtually no sales, which allowed 'fraudulent' to be posted on the website.

2 - Mr [sic] Vingoe allowed OSC Staff., [sic] Ms Lavalley, to purger [sic] herself on the stand with no sanctioning.

Ms. Lavalley testified that she was unable to communicate with Mr. RS. or get in touch with him. She stated she did not know his whereabout [sic]. She also testified that Mr. Landucci said he had a cold.

Ms. Gailbraith [sic] entered evidence that RS communicated with Ms. Lavalley. Ms. Lavalley stated on the stand that Mr. Landucci said he had a cold. Mr. Landucci never talked to Ms. Lavalley.

3 - Mr. Vingoe allowed Ms. Gailbraith [sic] to slander a third party not associated to the case. Mr. Vingoe must recuses [sic] himself or Ms. Q is going to sue him personally.

4 - To rebuttal Mr. Landucci's health reports from Fraser Health, Mr. Vingoe allowed the opinion of BCSC staff, who are not medically licences [sic] professionals, instead of getting an expert opinion of an Ontario Medical professional.

Rinaldo Landucci

[10] The delay in my receipt of the July 15 e-mail was due to the fact that the e-mail had not been sent to all parties. The Registrar requested on two occasions that it be forwarded to all parties in compliance with Rule 8 of the Commission’s Rules of Procedure and Forms6 (the Rules), and when this request was complied with on July 31, this e-mail was sent to me. I replied to all parties that this request would be addressed as a preliminary matter at the commencement of the sanctions and costs hearing.

[11] At the beginning of the hearing, I indicated that I was treating the Communique as a motion for my removal as a panel member on the grounds of bias. Staff did not object to the motion being heard on this basis, nor did they object to dispensing with the time periods for the filing of motion materials.

[12] The Respondents limited their arguments to the positions expressed in the Communique, except that they expanded the list to include the treatment of their sales projections in the Merits Decision.

[13] I heard submissions from Mr. Landucci regarding the grounds for my removal. I asked him to provide an explanation of why these assertions supported the view that I was biased in this matter. I indicated that some of his complaints might reflect a misunderstanding of my role as a panel member, and specifically their belief that I supervise conduct of Staff during their investigation. I explained that this was not the case since I was performing an adjudicative function that separated me from any involvement in the investigative functions. I suggested that disagreements on the substance of the Merits Decision and the other matters in the Communique could potentially be addressed by an appeal if they chose to do so. Mr. Landucci said that he would not be appealing but instead would be suing the Commission and a number of Staff members, as well as me, on various grounds through counsel in the United States and Canada. He indicated that counsel in Ontario was ready to file his complaint with the court on the day of the hearing.

6 (2019) 42 OSCB 6528

October 3, 2019 (2019), 42 OSCB 7963

Reasons: Decisions, Orders and Rulings

[14] I raised with Ms. Chickalo her right to appeal the Merits Decision, if she wished, and she indicated that things had gone too far for that. I also asked her to explain how their assertions pointed to bias. She only added that my discounting of their sales projections based on worldwide sales was inaccurate since they had used US sales as the basis for the projection and stated that they used expert financial analysts and established methodologies in doing so, which should not have been discounted in the Merits Decision. I indicated several times that they could consider appealing if they took issue with the findings in the Merits Decision.

[15] I took from the Respondents’ submissions that they viewed the findings in the Merits Decision and evidentiary rulings as being so contrary to their positions that they believed that it pointed to bias on my part.

[16] Staff expressed the position that all the matters raised by the Respondents reflected disagreements that could be dealt with, if the Respondents chose, through the appeal process. Staff also disagreed with all of the assertions in the Communique.

[17] Section 2 of the Commission’s Adjudication Guideline describes the standard to be satisfied and process for considering bias by a panel member as follows:

2(2) Panel Members have a duty to conduct hearings and render decisions in a fair and impartial manner. The ability to discharge that duty is undermined by actual bias or a reasonable apprehension of bias. The test to be applied in determining whether a reasonable apprehension of bias exists is “would a reasonable and informed person, viewing the matter realistically and practically — and having thought the matter through — conclude that there is bias on the part of the Panel or individual Panel Members impairing their duty to fairly and impartially adjudicate the matter?

Unless the context shows otherwise, actual bias and reasonable apprehension of bias are collectively referred to as “bias” in these Guidelines.

…

2(5) If a party brings a motion seeking the removal of a Panel Member on grounds of bias, the Panel should provide reasons for its decision on the motion.

[18] Staff drew my attention to several cases addressing assertions of bias, including Fawad Ul Haq Khan (Re).7 Paragraphs 25 to 29 provide a concise description of the relevant principles, synthesizing several authorities, which I adopt:

[25] It is of “fundamental importance that justice should not only be done, but should manifestly and undoubtedly be seen to be done” (Re Norshield Asset Management (Canada) Ltd. (2009), 32 O.S.C.B. 1249 (“Re Norshield”) at para. 54, citing R. v. Sussex Justices, Ex parte McCarthy (1923), [1924] 1 K.B. 256 at 259). Moreover, given the difficulty of determining actual bias, the Commission has held that the applicable test that should be applied is the reasonable apprehension of bias test (Re Norshield, supra at para. 53), which has been set out as follows:

... the apprehension of bias must be a reasonable one, held by reasonable and right minded persons, applying themselves to the question and obtaining thereon the required information... [The] test is “what would an informed person, viewing the matter realistically and practically – and having thought the matter through – conclude. Would he think that it is more likely than not that [the decision-maker], whether consciously or unconsciously, would not decide fairly”.

(Re Norshield, supra at para. 55, citing Committee for Justice and Liberty v. Canada (National Energy Board), 1976 CanLII 2 (SCC), [1978] 1 S.C.R. 369 at 394).

[26] The Supreme Court of Canada provided further guidance on the application of this test:

It contains a two-fold objective element: the person considering the alleged bias must be reasonable, and the apprehension of bias itself must also be reasonable in the circumstances of the case.

(Re Norshield, supra at para. 60, citing R. v. R.D.S., 1997 CanLII 324 (SCC), [1997] 3 S.C.R. 484 at para. 111).

7 Fawad Ul Haq Khan (Re), 2014 ONSEC 3, (2014) 37 OSCB 1035 (Khan)

October 3, 2019 (2019), 42 OSCB 7964

Reasons: Decisions, Orders and Rulings

[27] The Commission has held that when assessing whether a reasonable apprehension of bias exists, the “test is that of a reasonable person informed of all the relevant circumstances; that is, a person who is fully informed of any safeguards in place at the Commission” (Re Norshield, supra at para. 68). The threshold for finding real or perceived bias is high – pure conjecture, insinuations or mere impressions are not sufficient – because a finding of a reasonable apprehension of bias calls into question an element of judicial integrity (Re Norshield, supra at para. 62; Arthur v. Canada (Attorney General), 2001 FCA 223 (CanLII) at para. 8).

[28] Commissioners are presumed to act “fairly and impartially in discharging their adjudicative responsibilities” (Re Norshield, supra at para. 64). This presumption will stand, unless there is any evidence to the contrary (Re Norshield, supra at para. 64, aff’d Re Norshield Asset Management (Canada) Ltd., 2011 ONSC 4685 (CanLII), 2011 O.N.S.C. 4685 (Div. Ct.), citing E.A. Manning Ltd. v. Ontario Securities Commission (1995), 1995 CanLII 1706 (ON CA), 23 O.R. (3d) 257 (C.A.) at 267).

[29] The Applicants have the onus of proving that a reasonable apprehension of bias exists (Re Norshield, supra at para. 61).

[19] Applying the test set out in the Adjudication Guideline and the case law above, a reasonable and informed person, viewing the matter realistically and practically — and having thought the matter through — would conclude that the panel is not biased. A reasonable person would see a panel making findings and rulings based on the evidence before it and the arguments that it has heard at the merits hearing without bias.

[20] The thrust of the Respondents’ arguments on the motion are disagreements with factual findings and evidentiary rulings made at the merits hearing, some of which were not central to the Merits Decision’s findings with respect to breaches of the Act. Specifically:

a. Ground #1 deals with the Merits Decision finding with respect to NBW’s sales. As set out in the Merits Decision at paragraph 57a.v., the Statement of Allegations in this proceeding did not allege that NBW had “no sales” and paragraph 78 of the Merits Decision found that NBW was involved in “small-scale individual night market sales.” The Merits Decision did not make the findings that Mr. Landucci alleges in his bias claim.

b. Ground #2 deals with an evidentiary issue related to Ms. Lavalley’s testimony that was addressed at the merits hearing. Paragraph 57b. of the Merits Decision sets out that Mr. Landucci’s evidence on this issue was inadmissible as these matters were not put to Ms. Lavalley during her cross-examination.

c. Ground #3 deals with evidence that was presented at the merits hearing relating to who resided in the motel room and the Merits Decision findings relating to the use of the motel. While the Respondents’ bias claim focused on a third party who is not named in the Merits Decision, nothing in the Merits Decision turns on this point and the Merits Decision found at paragraph 119 that “Regardless of whether Mr. Landucci resided at this motel, no credible evidence was presented by Mr. Landucci about the business purpose of the use of the motel.”

d. Ground #4 deals with the evidentiary ruling in the Merits Decision to exclude the medical evidence provided by Mr. Landucci. Paragraph 57a.iii. of the Merits Decision sets out that Mr. Landucci’s evidence was inadmissible as the documents pertained “to his case well after his interview” and “did not provide information containing his condition at the time of this interview.” Further, the Merits Decision states at paragraph 68 that “Any differences in evidence given by Mr. Landucci at the merits hearing compared to his investigation interview on May 8, 2018 are not material to my findings.”

e. Ground #5 deals with findings made in the Merits Decision with respect to the Respondents’ sales projections estimates. I heard evidence about this at the merits hearing and my findings are set out in paragraph 79 of the Merits Decision.

[21] The grounds listed above were already considered and adjudicated on during the merits hearing. Further, none of the breaches of the Act found in the Merits Decision turned on Grounds #1, 2, 3 and 4 above. Regarding Ground #5, I found that the sales projections and estimates were false; they were misrepresentations used to induce recipients of the Marketing Materials to invest and these findings fall within the expertise of the Commission as a specialized securities tribunal.8

[22] Disagreements with a finding in the Merits Decision or an evidentiary ruling does not constitute bias. This has also been acknowledged by the Commission’s case law in Khan.9 In that case, the Commission found that a respondent’s

8 Merits Decision at paras 79 and 80 9 Khan at para 30

October 3, 2019 (2019), 42 OSCB 7965

Reasons: Decisions, Orders and Rulings

argument that the Commission is biased because the respondent disagreed with a procedural motion decision made by the Commission was insufficient to establish the existence of a reasonable apprehension of bias.

[23] The Respondents take issue with findings and evidentiary rulings made in the Merits Decision, and the appropriate forum to raise such concerns is on appeal and not at the sanctions and costs hearing. The Merits Decision speaks for itself and the sanctions and costs hearing is not the time to revisit and re-argue findings and evidentiary rulings that were previously made. The Respondents had the chance and did in fact raise all of these issues at the merits hearing and these issues have already been adjudicated. The Respondents have not met the burden to demonstrate actual bias or a reasonable apprehension of bias and I dismiss their motion.

C. Mr. Landucci’s Participation

[24] Mr. Landucci participated during the first part of the hearing that dealt with the removal motion. He provided oral submissions on the motion and, while Staff was in the process of providing oral submissions on the motion, Mr. Landucci informed me that he would no longer participate.

[25] I asked Mr. Landucci if he wished to request an adjournment and, if so, when he thought he would be available to resume the hearing. Mr. Landucci explained that he had to go for a medical treatment. He declined to seek an adjournment and could not say when he would be sufficiently recovered from his treatment to participate.10 He again indicated that the proceedings were a joke11 and that he would be initiating various legal proceedings against the Commission.12 On this basis, he elected not to participate further in the hearing.

[26] Mr. Landucci had ample notice of the date of the hearing and opportunities to request an adjournment or inform the Commission of any timing conflicts and medical appointments. The sanctions and costs hearing was scheduled by order on July 3, 2019, a month earlier. He did not inform the Commission of any timing conflict until the day of the actual hearing.

[27] Ms. Chickalo continued to participate in the hearing and, similarly, she did not request an adjournment. I asked Ms. Chickalo if she was in a position to speak for NBW and she said that it would depend on the subject matter, but she was unwilling to say that she was acting as its representative in these proceedings. I concluded that, with Mr. Landucci’s departure, NBW was also no longer present at the hearing but that the sanctions and costs hearing should proceed in Mr. Landucci’s and NBW’s absence. Given the ample notice they had of the sanctions and costs hearing, Mr. Landucci had the opportunity to request an adjournment in advance and he declined to request an adjournment when I raised the issue with him at the hearing.

D. Ms. Chickalo’s Evidence and Submissions

[28] Very early in the morning on the day of the sanctions and costs hearing, the Respondents sent four e-mails to the Registrar that contained written submissions in connection with the sanctions and costs hearing as well as materials proposed to be entered as evidence.

[29] The title of the written submissions stated that “This document constitutes the Response and Reasons from Rinaldo Landucci on behalf of himself and Natural Bee Works (NBW) and from Tawlia Chickalo on behalf of herself.” I accepted this document as the joint written submissions of the Respondents for the sanctions and costs hearing, and I explained that these submissions do not constitute documentary evidence but submissions, including a synthesis of the Respondents’ views, that I would consider.

[30] With regard to the documents sought to be entered as evidence, Ms. Chickalo was sworn and described the documents accompanying each e-mail sent to the Registrar. Staff did not object to the marking of any of the documents as exhibits, stating that they would make submissions as to the weight to be accorded to them. Each set of documents accompanying consecutive e-mails were entered as a group as exhibits 2 to 5.

[31] Most of the documents entered in evidence were product and price lists and brochure-type materials designed to demonstrate the level of activity that the Respondents claimed NBW had engaged in. Similar evidence was considered at the merits hearing, and Ms. Chickalo was not able to explain how these documents were relevant to sanctions. Rather, they were introduced to challenge the description of the scale of NBW’s business in the Merits Decision.

[32] One document was also a revised table of assets from Ms. Chickalo’s former business that she claimed to have transferred to NBW in return for consideration equal to the amounts she retained from investors, raising again one of

10 Hearing Transcript, Natural Bee Works Apiaries Inc (Re), August 6, 2019 at 18 line 10 – 19 line 11 11 Hearing Transcript, Natural Bee Works Apiaries Inc (Re), August 6, 2019 at 16 line 18 12 Hearing Transcript, Natural Bee Works Apiaries Inc (Re), August 6, 2019 at 14 lines 16-21 and 22 lines 2-17

October 3, 2019 (2019), 42 OSCB 7966

Reasons: Decisions, Orders and Rulings

the defences she advanced during the merits hearing. This revised table was also introduced to challenge the finding in the Merits Decision that the amounts received from investors were misappropriated by her for impermissible purposes. Although this evidence was designed primarily to contest findings made in the Merits Decision, I considered it to also be potentially relevant to the amount of disgorgement.

[33] Ms. Chickalo also entered a document from the authority in British Columbia responsible for licensing bee-keepers regarding a survey they were conducting. The document was in the form of an e-mail dated June 7, 2019 addressed from the British Columbia’s Provincial Apiculturist to himself. On the face of this document, it was not addressed to Mr. Landucci or anyone else since it seemed to blind-copy other recipients. Ms. Chickalo stated that this document was offered to demonstrate that Mr. Landucci was a registered bee-keeper in British Columbia. Under cross-examination, Ms. Chickalo admitted that she had cut and pasted this document so that it was not in its original form, but in doing so, she omitted to include the name of the entity with whom Mr. Landucci was apparently associated. Under cross- examination, Ms. Chickalo was shown the e-mail from the authority to Staff indicating that Mr. Landucci was not registered and indicating that only individuals and not entities could be registered bee-keepers.

[34] The e-mail with the accompanying bee-keeper survey was introduced to contest the Merits Decision finding that there was no evidence that Mr. Landucci was registered as a bee-keeper. This is also something that could be potentially raised on an appeal and has little relevance to sanctions. Further, the document was dated June 7, 2019 which falls outside of the Material Time for this proceeding. The irregularities with the document itself also severely limit the weight to be accorded this document, if any, for the purposes for which Ms. Chickalo offered it as evidence.

III. ANALYSIS – SANCTIONS

A. Contraventions of the Act

[35] In the Merits Decision, I found that the Respondents violated Ontario securities law as enumerated in paragraph [1] above.

B. Sanctions Requested by Staff

[36] Staff submits that the following sanctions in respect of each of the Respondents are appropriate and in the public interest in the circumstances of this case.

[37] With respect to market conduct sanctions for Mr. Landucci and Ms. Chickalo, Staff seeks:

a. an order pursuant to paragraph 2 of s. 127(1) of the Act that trading in any securities or derivatives by Mr. Landucci and Ms. Chickalo shall cease permanently;

b. an order pursuant to paragraph 2.1 of s. 127(1) of the Act that the acquisition of any securities by Mr. Landucci and Ms. Chickalo shall cease permanently;

c. an order pursuant to paragraph 3 of s. 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to Mr. Landucci and Ms. Chickalo permanently;

d. an order pursuant to paragraph 6 of s. 127(1) of the Act that Mr. Landucci and Ms. Chickalo be reprimanded;

e. an order pursuant to paragraphs 7, 8.1 and 8.3 of s. 127(1) of the Act that Mr. Landucci and Ms. Chickalo resign any positions that they hold as directors or officers of an issuer, registrant or investment fund manager;

f. an order pursuant to paragraphs 8, 8.2 and 8.4 of s. 127(1) of the Act that Mr. Landucci and Ms. Chickalo are prohibited permanently from becoming or acting as directors or officers of any issuer, registrant or investment fund manager; and

g. an order pursuant to paragraph 8.5 of s. 127(1) of the Act that Mr. Landucci and Ms. Chickalo are prohibited permanently from becoming or acting as registrants, investment fund managers or as promoters.

[38] With respect to NBW, Staff seeks:

a. an order pursuant to paragraph 2 of s. 127(1) of the Act that trading in any securities or derivatives by NBW shall cease permanently;

b. an order pursuant to paragraph 2.1 of s. 127(1) of the Act that the acquisition of any securities by NBW shall cease permanently;

October 3, 2019 (2019), 42 OSCB 7967

Reasons: Decisions, Orders and Rulings

c. an order pursuant to paragraph 3 of s. 127(1) of the Act that any exemptions contained in Ontario securities law do not apply to NBW permanently; and

d. an order pursuant to paragraph 8.5 of s. 127(1) of the Act that NBW is prohibited permanently from becoming or acting as a registrant, as an investment fund manager or as a promoter.

[39] Staff submits that carve-outs for personal trading are not appropriate in this case. As the Respondents were involved in fraud and misused investor funds, Staff submits that they therefore cannot be trusted to participate in the capital markets even in a limited capacity.

[40] With respect to financial sanctions, Staff seeks with respect to Mr. Landucci and NBW:

a. an order pursuant to paragraph 9 of s. 127(1) of the Act that Mr. Landucci and NBW, jointly and severally, shall pay an administrative penalty of $500,000, to be allocated to or for the benefit of third parties in accordance with s. 3.4(2)(b) of the Act; and

b. an order pursuant to paragraph 10 of s. 127(1) of the Act that Mr. Landucci and NBW, jointly and severally, shall disgorge to the Commission $234,922, to be allocated to or for the benefit of third parties in accordance with s. 3.4(2)(b) of the Act.

[41] With respect to Ms. Chickalo, Staff seeks:

a. an order pursuant to paragraph 9 of s. 127(1) of the Act that Ms. Chickalo shall pay an administrative penalty of $150,000, to be allocated to or for the benefit of third parties in accordance with s. 3.4(2)(b) of the Act; and

b. an order pursuant to paragraph 10 of s. 127(1) of the Act that Ms. Chickalo shall disgorge to the Commission $32,281, to be allocated to or for the benefit of third parties in accordance with s. 3.4(2)(b) of the Act.

[42] Staff submits that the financial sanctions requested are proportionate to the misconduct of the Respondents and fall within the range of sanctions ordered by the Commission in previous fraud cases of similar magnitude.

C. Respondents’ Submissions

[43] The written submissions of the Respondents state that the Respondents will not be paying the financial sanctions sought by Staff. Further, the written submissions state that the Respondents will be filing other lawsuits against the Commission and its Staff and demand that the Commission compensate the Respondents for loss of revenue, among other things.

[44] The Respondents’ oral and written submissions essentially take issue with the conduct of the proceedings overall and the findings in the Merits Decision. Instead of focusing on submissions with respect to appropriate sanctions, the submissions focused on disagreements with the findings of the Merits Decision, many of which reiterated the same arguments raised on the motion to remove me as a panel member.

[45] An exception to the general attack on the Merits Decision that is relevant to sanctions are Ms. Chickalo’s submissions that she was relying on Mr. Landucci for the veracity of certain statements found to be fraudulent misrepresentations and did not have direct knowledge of these matters. She states that she later understood that these statements were not to be made to prospective investors. Implicit in these submissions is the view that her reliance on Mr. Landucci should be taken into account when considering appropriate sanctions as she was not the architect of the fraud and they played different roles in the scheme.

[46] The Merits Decision acknowledges that she was a secondary participant in the fraudulent conduct, responsible because of her reckless disregard as to whether those statements were true or false.13 With regard to the intention to list the securities on the NASDAQ Stock Market, she stated in her evidence and submissions that she stands by the accuracy of that statement.

D. Application of the Relevant Sanctioning Factors

[47] The sanctions listed in s. 127(1) of the Act are protective and are intended to prevent future harm to Ontario’s capital markets.

13 Merits Decision at paras 133 and 134

October 3, 2019 (2019), 42 OSCB 7968

Reasons: Decisions, Orders and Rulings

[48] The Commission has identified a non-exhaustive list of factors to be considered with respect to sanctions generally, including the seriousness of the misconduct, the size of the profit made from the illegal conduct, any mitigating factors, and the likely effect that any sanction would have on the respondent (“specific deterrence”) as well as on others (“general deterrence”). Sanctions must be proportionate to the respondent’s conduct in the circumstances of the case.14

[49] The sanctioning factors set out below are most relevant in the circumstances of this case.

1. Seriousness of the Misconduct

[50] Fraud is “one of the most egregious securities law violations” and is both an “affront to the individual investors targeted” and conduct that “decreases confidence in the fairness and efficiency of the entire capital markets system”.15

[51] In this case, I found the existence of “extravagant deceit” since the misrepresentations made NBW appear to be a very substantial enterprise preparing to list on the NASDAQ Stock Market where, to the contrary, there was no significant evidence provided by the Respondents of work being undertaken to attain such a listing.16 They portrayed NBW as a substantial company with a multi-million dollar line of credit and with investors lined up to invest in anticipation of a stock market launch but with little or no evidence to support these claims.

[52] Mr. Landucci provided false information regarding the state of development of NBW to Ms. Chickalo knowing that she would use it to solicit investors from her network of contacts, primarily prior candle buyers and friends or both.17

[53] Ms. Chickalo implemented this sales effort with these individuals without considering the truth of these statements and was reckless as to their truth or falsehood. She was an officer or director of this company, at various times was in frequent communication with Mr. Landucci, and did not take the most basic precautions in seeking to determine the accuracy of these statements. And, without probing into the accuracy of these statements, she did not consider whether they could appropriately be incorporated in marketing materials for the investment and communicated to her friends and former customers to entice them to invest in NBW.18

[54] It was also established that Ms. Chickalo and Mr. Landucci used the proceeds raised for their own personal expenses or purposes not reasonably related to the business described to the investors.

[55] As a result of this scheme, Staff’s evidence demonstrated that they were able to match $267,203 of funds in the Respondents’ bank accounts to investor payments.19 In total, 69 individuals invested over a period of approximately nine months. These funds were diverted to the personal use of the Respondents or uses that were inconsistent with the business described to the investors.

[56] Mr. Landucci was the controlling person for NBW and orchestrated this fraudulent scheme.20

[57] To this day, the Respondents have not acknowledged their role in the investor losses. They have not returned funds to investors. In fact, the written submissions of the Respondents submit that “every investment includes risk” and implies that the investors should have been prepared to accept this risk. Further, the Respondents written submissions state that Investor CK:

… actually said many positive statements about Ms. Chickalo’s intentions, passion and dedication to the project. The only negative statement she made in testimony was that her request to have her money refunded was not complied with. …21

This statement shows a disregard of the harm the Respondents caused to Investor CK.

[58] In my view, these statements demonstrate that the Respondents have not recognized the seriousness of their misconduct.

14 Cartaway Resources Corp (Re), 2004 SCC 26; Belteco Holdings Inc (Re), (1998) 21 OSCB 7743 at 7746; and MCJC Holdings Inc (Re), (2002) 25 OSCB 1133 15 Al-Tar Energy Corp (Re), 2010 ONSEC 11, (2010) 33 OSCB 5535 (Al-Tar (Re)) at para 214 16 Merits Decision at para 105 17 Merits Decision at para 113 18 Merits Decision at para 115 19 Merits Decision at para 75 20 Merits Decision at para 134 21 Respondents’ written submissions at 4

October 3, 2019 (2019), 42 OSCB 7969

Reasons: Decisions, Orders and Rulings

2. Respondents’ Continuing Activities in the Marketplace

[59] At several times during the proceeding, Mr. Landucci indicated that NBW was sold or negotiations were being conducted for its sale to others who would continue the business. The sale of its shares to another party would have been a direct contravention of the temporary order in place, which continued in effect until the date of the issuance of the sanctions and costs decision.

[60] At other times, Ms. Chickalo indicated that she and Mr. Landucci were moving forward with the business and she supplied numerous product sheets listing products they either were or were intending to market. Since the Respondents used the funds raised from investors to sustain their personal expenses and for other impermissible purposes, I am concerned that they will seek to raise new funds from investors to further these goals. I have concerns that the Respondents may well embark on additional capital-raising activities based on the same types of misrepresentations that they have employed in the past.

[61] These concerns point to a need for sanctions that will act to specifically deter such future activities.

3. The Respondents’ Activity was not an Isolated Event

[62] The raising of at least $267,203 from 69 investors over a period of approximately nine months indicates relatively widespread activity given that the source of funds was exclusively from Ms. Chickalo’s previous candle customers and/or friends. The unlawful activity was not limited to an isolated event and their statements about their future activities suggests that the temporary order could well have prevented other sales to investors based on the fraudulent misrepresentations they made to solicit NBW’s investors. Based on these circumstances, a permanent order is necessary to prevent a recurrence of this misconduct.

4. Size of the Profit

[63] Overall, Mr. Landucci received approximately $234,922 of investor funds through the two personal accounts in his own name and through the NBW account he controlled (funds were transferred through Ms. Chickalo, or in some cases from investors directly into the NBW account). Staff demonstrated that out of the co-mingled funds from investors and other sources deposited in Ms. Chickalo’s account, she retained $32,281 of investor funds. The entire amount of $267,203 was devoted either to personal expenditures of the Respondents or to uses that were inconsistent with the uses promised to investors.

[64] Ms. Chickalo’s evidence that a portion of these funds was used to pay for a transfer of assets from her prior business to NBW does not point to a reduction in the size of the profit earned since these funds would not have been received but for the deceit the Respondents’ engaged in. She received these proceeds and could apply them to her living expenses only because of their misconduct, and those funds are not transformed into legitimate business proceeds merely because she justified their retention as proceeds from the apparent sale of assets in NBW.

[65] The two investor witnesses demonstrated the impact of these losses on them personally. Specifically, Investor CK lost in excess of $100,000 and as a friend of Ms. Chickalo at the time she invested, she testified about the loss and betrayal she experienced.22 Ms. Chickalo’s statements to this investor that she was proud that she went forward with this investment and ignored the concerns expressed by representatives of her bank branch that the proposed investment involved warning signs23 showed a disturbing lack of concern for this investor’s financial wellbeing while benefiting Ms. Chickalo at her friend’s expense.

5. Lack of Mitigating Factors

[66] Ms. Chickalo has stated, as a potentially mitigating factor, that she was inexperienced in capital-raising activities and did not know that the information conveyed to her by Mr. Landucci should not be passed on to others. She provided no explanation as to why she, as an officer or director of an issuer, should not have made some investigation into the accuracy of these statements and their appropriate use other than her trust in Mr. Landucci. She asserted that the accuracy of the statements she passed on to these investors were Mr. Landucci’s responsibility since he was the one who best knew about these plans. The explanation that it was not her job to know the accuracy of these statements, when she was the only one communicating with the investors, does not afford grounds for these circumstances to be mitigating factors.

[67] The Respondents have not advanced any other mitigating factors with regard to sanctions.

22 Merits Decision at para 88 23 Merits Decision at para 86 and Hearing Transcript, Natural Bee Works Apiaries Inc (Re), April 23, 2019 at 37 lines 20-27

October 3, 2019 (2019), 42 OSCB 7970

Reasons: Decisions, Orders and Rulings

6. Deterrence

[68] As explained earlier, I have significant concerns that these Respondents may continue to engage in improper capital- raising activities unless deterred by strong market prohibitions and other sanctions. Such sanctions are also necessary to provide general deterrence in relation to others who think they can make similar fraudulent misrepresentations or prey on communities similar to those in Ms. Chickalo’s network with impunity.

E. Appropriate Sanctions

1. Market Bans

[69] For the reasons given above, each of the Respondents needs to be prohibited from having any significant role in the markets, and Staff’s proposed sanctions would have this effect.

[70] At the sanctions and costs hearing, it was pointed out to Ms. Chickalo that the prohibition on being an officer and director of an issuer relates to persons exercising such functions for public or private entities, including NBW or other entities. After this explanation, she did not make any submissions concerning why this was inappropriate.

[71] Similarly, I explained that the prohibition on trading and the acquisition of securities relates to all securities and not just those involved in the business of NBW. I indicated by way of example that it would relate to trading in connection with any account, including a registered retirement account, she or Mr. Landucci might have. Her response was “That is not going to go down well.”24 I then explained to Ms. Chickalo that now was the opportunity to make submissions on this issue. She responded that she did “not have enough knowledge in this field to really comment” and expressed dismay about the possibility that she would not be allowed to invest in another independent company.25

[72] In other cases involving respondents who have engaged in violations of Ontario securities law of a comparable magnitude, the Commission has sometimes granted a respondent a trading carve-out to trade solely through a registered retirement account through a registered dealer who receives a copy of the sanctions order. This has been done in some cases based on the fact that the respondents’ misconduct did not involve trading of securities on a marketplace or over-the-counter market as would trading through a registrant on their behalf. Allowing such an exception potentially helps mitigate the risk that respondents will become a charge on society and does not pose a risk to the public. In my view, in this case, a complete prohibition without such a carve-out is unnecessary for specific or general deterrence and I have included this exception even though Ms. Chickalo, after an explanation of the scope of the prohibition, did not specifically ask for it, and Mr. Landucci was no longer participating in the hearing. I will therefore order that Mr. Landucci and Ms. Chickalo shall permanently cease trading securities and derivatives and acquiring securities, except that they may trade securities and derivatives or acquire securities:

a. in a registered retirement savings plan, registered retirement income fund, and/or tax-free savings account (as defined in the Income Tax Act (Canada)) at a registered dealer in each their own name of which he or she has the sole beneficial interest;

b. in respect of holdings in each such account described in paragraph a., he or she does not own legally or beneficially more than five percent of the outstanding securities of the class or series of the class in question; and

c. that he or she carries out exclusively through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his or her name only.

[73] Staff also requested that the Respondents be subject to market bans whereby:

a. Mr. Landucci and Ms. Chickalo resign any positions that they hold as directors or officers of an issuer, registrant or investment fund manager;

b. Mr. Landucci and Ms. Chickalo are prohibited permanently from becoming or acting as directors or officers of any issuer, registrant or investment fund manager; and

c. Mr. Landucci, Ms. Chickalo and NBW are prohibited permanently from becoming or acting as registrants, investment fund managers or as promoters.

[74] In my view, such bans are necessary to ensure that the Respondents are not in positions of influence where they can raise capital for and control and direct any issuer or registrant. However, the inclusion of the term “investment fund

24 Hearing Transcript, Natural Bee Works Apiaries Inc (Re), August 6, 2019 at 81 lines 7-8 25 Hearing Transcript, Natural Bee Works Apiaries Inc (Re), August 6, 2019 at 81 lines 15-20

October 3, 2019 (2019), 42 OSCB 7971

Reasons: Decisions, Orders and Rulings

manager” is not necessary. As set out by the Commission in previous decisions,26 the distinction between a “registrant” and “investment fund manager” is unnecessary, given that the definition of “registrant” in s. 1(1) of the Act includes an investment fund manager, by virtue of s. 25(4) of the Act. As a result, the order I shall issue refers to registrants, which term includes investment fund managers.

[75] Staff requests and I agree that the serious misconduct by Mr. Landucci and Ms. Chickalo is deserving of a reprimand, which is set forth in the order resulting from this Decision.

2. Disgorgement

[76] Paragraph 10 of s. 127(1) of the Act provides that if “a person or company has not complied with Ontario securities law,” the Commission may, if it determines it to be in the public interest to do so, issue “an order requiring the person or company to disgorge to the Commission any amounts obtained as a result of the non-compliance.”

[77] The Commission has set out various factors that it will take into account in determining whether a disgorgement order is appropriate, and if so, in what amount: (a) whether an amount was obtained by a respondent as a result of the non- compliance with Ontario securities law; (b) the seriousness of the misconduct and whether that misconduct caused serious harm, whether directly to original investors or otherwise; (c) whether the amount obtained as a result of the non-compliance is reasonably ascertainable; (d) whether those who suffered losses are likely to be able to obtain redress; and (e) the deterrent effect of a disgorgement order on the Respondents and on other market participants.27

[78] The amounts obtained by the Respondents as a result of non-compliance are accurately described in paragraphs 18 to 19 of Staff’s written Sanctions and Costs Submissions. As discussed above, these amounts were received as a result fraud, one of the most serious and egregious28 breaches of the Act.

[79] The amounts described by Staff are ascertainable since the amounts raised from investors that passed through their bank accounts is known with precision, and where these funds were co-mingled with other funds with indeterminate sources in the case of Ms. Chickalo, those additional non-accountable funds were subtracted from the amounts computed by Staff.

[80] Mr. Landucci received $234,922 of investor funds through his two personal bank accounts and through an account in the name of NBW that he controlled. All these funds were received as a result of the fraudulent misrepresentations originating with Mr. Landucci and communicated to the investors by Ms. Chickalo. The Respondents argue in their written submissions that it was not established that these funds were not used for business purposes. The Merits Decision established that the funds were raised based on fraud, a sufficient basis to order disgorgement, and then were misapplied for personal uses or purposes not consistent with the business described to investors, also supporting disgorgement. This fraudulent conduct violates Ontario securities law as established in the Merits Decision and disgorgement may be ordered.

[81] Ms. Chickalo retained $32,281 of investor funds. These funds were also obtained by fraud and also involved a misapplication of funds. Ms. Chickalo’s argument that these funds were also compensation for assets sold to NBW, although computed like a commission, even if accepted as a rationale for discounting the amount of disgorgement, does not reduce the disgorgement of funds obtained through fraud. In any event, the Merits Decision concludes that these funds were both raised through fraud and misapplied even if they also may have compensated for the transfer of assets.

[82] As to the prospect of redress, as stated in a recent decision of the Commission:

The onus does not lie on Staff to demonstrate that victims of misconduct are unlikely to obtain redress. The difficulties inherent in such a determination would impose a burden that is inconsistent with the Commission’s investor protection mandate. Rather, if the Respondents were to show that those who suffered losses are likely to obtain redress, the Commission might reduce the disgorgement amount, or not order any disgorgement at all.29

[83] In this case, no such evidence was brought forward by any of the Respondents.

26 Meharchand (Re), 2019 ONSEC 7, (2019) 42 OSCB 1135 at para 65 citing Inverlake Property Investment Group Inc (Re), 2018 ONSEC 35, (2018) 41 OSCB 5309 at para 39; and Vantooren (Re), 2018 ONSEC 36, (2018) 41 OSCB 5603 at para 30 27 Pro-Financial Asset Management (Re), 2018 ONSEC 18, (2018) 41 OSCB 3512 at para 56 28 Al-Tar (Re) at para 214 29 Meharchand (Re) at para 73

October 3, 2019 (2019), 42 OSCB 7972

Reasons: Decisions, Orders and Rulings

[84] Ordering disgorgement of the full ascertainable amounts obtained by the Respondents in this fraud is necessary to deter these Respondents and others from engaging in such misconduct in the future.

[85] Since NBW was the entity for which the funds were raised, and since Mr. Landucci controlled NBW, based on the findings against them, NBW is appropriately jointly and severally responsible for the amounts ordered to be disgorged by Mr. Landucci.

[86] Based on the foregoing, it is in the public interest to require Mr. Landucci and NBW to jointly and severally disgorge the amount of $234,922 sought by Staff and for Ms. Chickalo to disgorge the amount of $32,281 sought by Staff.

3. Administrative Penalty

[87] Given the nature of the fraudulent conduct of the Respondents, their statements regarding their future plans for NBW and the absence of any substantial mitigating factors, an administrative penalty against each of the Respondents is necessary in the public interest to both deter future violations by each of them and to deter others from following a similar course of misconduct.

[88] A $500,000 administrative penalty for Mr. Landucci and NBW, imposed on them jointly and severally, as sought by Staff, is at the mid- to higher-end of the range compared to the precedents provided by Staff. Staff cites Winick (Re)30, Richvale Resources Corp (Re)31, Lehman Brothers and Associates (Re)32, Rezwealth Financial Services Inc (Re)33 and Portfolio Capital Inc (Re)34 as providing a reasonable comparison where sanctions are imposed on the directing mind of a fraud, demonstrating a range of administrative penalties of $250,000 to $750,000. An administrative penalty of $500,000 is supported by these cases and is appropriate in the circumstances. In conjunction with the other sanctions imposed, the quantum of the administrative penalty requested by Staff is appropriate based on Mr. Landucci’s status as the controlling person of NBW and the finding that he is the architect of the fraudulent scheme and creator of the misrepresentations. In addition, through his deceit, Mr. Landucci received the majority of the investor funds raised.

[89] Staff proposes a lower administrative penalty of $150,000 for Ms. Chickalo, given that she acted with reckless disregard rather than actual knowledge that the fraudulent misrepresentations were false. Her role in the fraud was subordinate to that of Mr. Landucci who originated and passed along to her the fraudulent misrepresentations that she used to raise capital for NBW. Her actions were comparable to the respondents Hanna-Rogerson in Portfolio Capital Inc (Re), Kurichh in Blue Gold Holdings Ltd (Re)35, and the Ramoutars in Rezwealth (Re), who all played supporting but significant roles in carrying out their frauds. The $150,000 administrative penalty is consistent with the sanctions imposed in these cases, I find an administrative penalty of $150,000, in conjunction with the other sanctions imposed on Ms. Chickalo, to be appropriate and proportionate in the circumstances.

IV. ANALYSIS – COSTS

A. Introduction

[90] Staff requests that the Respondents pay some of the costs associated with this proceeding.

[91] Given the Commission’s finding that the Respondents did not comply with Ontario securities law, s. 127.1 of the Act empowers the Commission to order them to pay the costs of the investigation and/or hearings in this matter. Such an order is not a sanction; instead, it allows the Commission to recover some of the costs expended in connection with the investigation and hearings.

B. Staff’s Request

[92] Staff seeks the following costs:

a. Mr. Landucci and NBW, jointly and severally, pay $187,464.61 for the costs of the investigation and hearing, and

b. Ms. Chickalo pay $80,341.98 for the costs of the investigation and hearing.

30 Winick (Re), 2013 ONSEC 51, (2013) 37 OSCB 501 31 Richvale Resources Corp (Re), 2012 ONSEC 40, (2012) 35 OSCB 10699 32 Lehman Brothers & Associates Corp (Re), 2012 ONSEC 15, (2012) 35 OSCB 5357: see sanctions imposed relating to the respondent Greg Marks. 33 Rezwealth Financial Services Inc (Re), 2014 ONSEC 18, (2014) 37 OSCB 6731 (Rezwealth (Re)): see sanctions imposed relating to the respondent Sylvan Blackett. 34 Portfolio Capital Inc (Re), 2015 ONSEC 27, (2015) 38 OSCB 7357: see sanctions imposed relating to the respondent David Rogerson. 35 Blue Gold Holdings Ltd (Re), 2016 ONSEC 37, (2016) 39 OSCB 10177

October 3, 2019 (2019), 42 OSCB 7973

Reasons: Decisions, Orders and Rulings

[93] The Respondents did not make any submissions as to costs.

C. Relevant Factors

[94] Staff’s submissions are persuasive that:

a. the misconduct established in this case was serious and necessitated an appropriate regulatory response;

b. Staff conducted itself in an efficient manner. For example, most of Staff’s investigator’s testimony was provided by affidavit and made available to the Respondents months before the merits hearing in order to give the Respondents time to review this evidence and prepare.36 The use of affidavit evidence saved hearing time. In addition, Staff only called two investor witnesses, each of whom testified to the financial and emotional impact and harm experienced.

c. the factual basis for all of Staff’s allegations were satisfied, notwithstanding that the Merits Decision declined to find a violation of the allegations relating to ss. 38(3) and 126.2 since these allegations were effectively included in the fraud allegation.

[95] The Respondents’ conduct did not, in many ways, contribute to an efficient process. Mr. Landucci never provided his address to receive Staff’s disclosure notwithstanding repeated promises to do so and an order requiring it. In addition, he never provided a hearing brief as ordered and provided documents very late in the process. Ms. Chickalo also provided certain documents late in the process, although her participation was more orderly than Mr. Landucci and she displayed a greater level of cooperation during the hearing and the pre-hearing stages. Specifically, she attempted to comply with procedural directions, for example, by providing her witness summary. On the other hand, Mr. Landucci failed to provide various documents that would have contributed to a more efficient hearing even when given time extensions to do so. This difference in the promotion of efficiency in the proceeding is reflected in the apportionment of costs: 70% to Mr. Landucci and NBW, jointly and severally, amounting to $187,464.61, and the remainder of 30%, or $80,341.98, to Ms. Chickalo.

[96] Staff employed a conservative approach to costs. They only claimed for the work of two employees for each phase of the proceeding. No time has been claimed for the work of law clerks, articling students or any other staff. A discount of 24.25% has been applied to the actual costs incurred.

D. Conclusion as to Costs

[97] The costs sought by Staff are appropriate and proportionate and reflect the principle that wrongdoers ought to pay some portion of the costs associated with investigations and proceedings.

[98] Staff’s proposed basis for apportionment of costs between the Respondents is appropriate based on the conduct of Mr. Landucci and Ms. Chickalo during the investigation and proceeding. I will therefore make the order requested by Staff.

V. CONCLUSION

[99] For the reasons set out above, I shall issue an order as follows:

1. pursuant to paragraph 2 of s. 127(1) of the Act, trading in any securities or derivatives by Mr. Landucci and Ms. Chickalo shall cease permanently, with the exception that they may each trade securities or derivatives:

(a) in a registered retirement savings plan, registered retirement income fund, and/or tax-free savings account (as defined in the Income Tax Act (Canada)) at a registered dealer in each their own name of which he or she has the sole beneficial interest;

(b) in respect of holdings in each such account described in paragraph 1(a), he or she does not own legally or beneficially more than five percent of the outstanding securities of the class or series of the class in question; and

(c) that he or she carries out exclusively through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his or her name only;

36 Merits Decision at para 52

October 3, 2019 (2019), 42 OSCB 7974

Reasons: Decisions, Orders and Rulings

2. pursuant to paragraph 2 of s. 127(1) of the Act, trading in any securities or derivatives by NBW shall cease permanently;

3. pursuant to paragraph 2.1 of s. 127(1) of the Act, the acquisition of any securities by Mr. Landucci and Ms. Chickalo shall cease permanently, with the exception that they may each acquire securities:

(b) in respect of holdings in each such account described in paragraph 3(a), he or she does not own legally or beneficially more than five percent of the outstanding securities of the class or series of the class in question; and

(c) that he or she carries out exclusively through a registered dealer (which dealer must be given a copy of this Order) and through accounts opened in his or her name only;

4. pursuant to paragraph 2.1 of s. 127(1) of the Act, the acquisition of any securities by NBW shall cease permanently;

5. pursuant to paragraph 3 of s. 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Mr. Landucci, Ms. Chickalo and NBW permanently;

6. pursuant to paragraph 6 of s. 127(1) of the Act, Mr. Landucci and Ms. Chickalo are reprimanded;

7. pursuant to paragraphs 7 and 8.1 of s. 127(1) of the Act, Mr. Landucci and Ms. Chickalo resign any positions that they hold as directors or officers of an issuer or registrant;

8. pursuant to paragraphs 8 and 8.2 of s. 127(1) of the Act, Mr. Landucci and Ms. Chickalo are prohibited permanently from becoming or acting as directors or officers of any issuer or registrant;

9. pursuant to paragraph 8.5 of s. 127(1) of the Act, Mr. Landucci, Ms. Chickalo and NBW are prohibited permanently from becoming or acting as a registrant or as a promoter;

10. pursuant to paragraph 9 of s. 127(1) of the Act, the Respondents shall pay an administrative penalty of $650,000 to the Commission, as follows:

(a) Mr. Landucci and NBW, jointly and severally, shall pay an administrative penalty of $500,000; and

(b) Ms. Chickalo shall pay an administrative penalty of $150,000;

11. pursuant to paragraph 10 of s. 127(1) of the Act, the Respondents shall disgorge $267,203 to the Commission, as follows:

(a) Mr. Landucci and NBW, jointly and severally, shall disgorge to the Commission $234,922; and

(b) Ms. Chickalo shall disgorge to the Commission $32,281;

12. each of the payments in paragraphs 10 and 11 is designated for allocation or use by the Commission in accordance with s. 3.4(2)(b) of the Act; and

13. pursuant to s. 127.1 of the Act, the Respondents shall pay costs of $267,806.59 to the Commission as follows:

(a) Mr. Landucci and NBW, jointly and severally, shall pay $187,464.61 for the costs of the investigation and hearing; and

(b) Ms. Chickalo shall pay $80,341.98 for the costs of the investigation and hearing.

Dated at Toronto this 25th day of September, 2019.

“D. Grant Vingoe”

October 3, 2019 (2019), 42 OSCB 7975

Reasons: Decisions, Orders and Rulings

This page intentionally left blank

October 3, 2019 (2019), 42 OSCB 7976

Chapter 4

Cease Trading Orders

4.1.1 Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Date of Date of Date of Company Name Date of Hearing Temporary Order Permanent Order Lapse/Revoke

Avalon Works Corp. 06 August 2010 18 August 2010 18 August 2010 24 September 2019

Poplar Creek Resources Inc. 09 May 2014 21 May 2014 21 May 2014 24 September 2019

Failure to File Cease Trade Orders

Date of Company Name Date of Order Revocation

PetroQuest Energy, Inc. 05 September 2019 26 September 2019

4.2.1 Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name Date of Order Date of Lapse

THERE IS NOTHING TO REPORT THIS WEEK.

4.2.2 Outstanding Management & Insider Cease Trading Orders

Date of Date of Order or Date of Date of Issuer Company Name Date of Hearing Temporary Order Permanent Order Lapse/ Expire Temporary Order

Performance Sports 19 October 2016 31 October 2016 31 October 2016 Group Ltd.

Company Name Date of Order Date of Lapse

Beleave Inc. 06 August 2019

CannTrust Holdings Inc. 15 August 2019

BetterU Education Corp. 02 August 2019

October 3, 2019 (2019), 42 OSCB 7977

Cease Trading Orders

This page intentionally left blank

October 3, 2019 (2019), 42 OSCB 7978

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.

October 3, 2019 (2019), 42 OSCB 7979

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed 1911 Gold Corporation Options Haggarty, James (Jamie) 4 27/09/2019 50 0.3 275,000 100,000 (formerly Havilah Mining Corporation) 1911 Gold Corporation Options Hoffman, Michael 4 27/09/2019 50 0.3 275,000 100,000 (formerly Havilah Mining Corporation) 1911 Gold Corporation Options Huet, Paul André 4 27/09/2019 50 0.3 275,000 100,000 (formerly Havilah Mining Corporation) 1911 Gold Corporation Options Schultz, Blair 4, 5 27/09/2019 50 0.3 450,000 100,000 (formerly Havilah Mining Corporation) 1933 Industries Inc Common Shares Rebentisch, Chris 4 19/09/2019 46 3,203,913 175,913 1933 Industries Inc Common Shares Sutton, Brayden Robert 4, 5 19/09/2019 46 1,291,901 291,901 48North Cannabis Corp. Common Shares Caland, Pierre 3 24/09/2019 10 0.75 13,641,145 100,000 4Front Ventures Corp. Subordinate Voting Gontmakher, Leonid 3, 4, 5 24/09/2019 10 0.585 4,539,457 2,000 Shares (Class A Subordinate Voting Shares) 4Front Ventures Corp. Subordinate Voting Gontmakher, Leonid 3, 4, 5 24/09/2019 10 0.59 4,563,457 24,000 Shares (Class A Subordinate Voting Shares) 4Front Ventures Corp. Subordinate Voting Gontmakher, Leonid 3, 4, 5 25/09/2019 10 0.5679 4,606,657 43,200 Shares (Class A Subordinate Voting Shares) 4Front Ventures Corp. Subordinate Voting Gontmakher, Leonid 3, 4, 5 26/09/2019 10 0.594 4,706,657 100,000 Shares (Class A Subordinate Voting Shares) Abacus Health Products, Options Antelman, Perry 4, 5 26/09/2019 50 384,395 190,000 Inc. Abacus Health Products, Options Fleiman, Hannan 4 31/07/2019 00 Inc. Abacus Health Products, Options Fleiman, Hannan 4 26/09/2019 50 80,000 80,000 Inc. Abacus Health Products, Options Hague III, Henry Russell 5 26/09/2019 50 159,798 95,000 Inc. Abacus Health Products, Options Henderson, Phillip Charles 4 26/09/2019 50 259,596 130,000 Inc. Abacus Health Products, Options Kaplan, Jesse Armin 4 26/09/2019 50 6.75 67,399 35,000 Inc. Abacus Health Products, Options Rosenthal, Eyal Shimon 4 26/09/2019 50 67,399 35,000 Inc. AcuityAds Holdings Inc. Common Shares Pollack, Sheldon M. 4 23/09/2019 10 1.25 406,385 5,000 AcuityAds Holdings Inc. Common Shares Pollack, Sheldon M. 4 26/09/2019 10 1.2 899,833 100,000 Aethon Minerals Corporation Common Shares Leung, Sam Yee Cheng 4 23/09/2019 10 0.17 64,200 25,000 Aethon Minerals Corporation Common Shares Leung, Sam Yee Cheng 4 27/09/2019 10 0.175 89,200 25,000 Agnico Eagle Mines Limited Common Shares Blackburn, Alain 5 24/09/2019 51 36.37 4,442 3,000 Agnico Eagle Mines Limited Common Shares Blackburn, Alain 5 24/09/2019 10 79.22 1,442 -3,000 Agnico Eagle Mines Limited Options Blackburn, Alain 5 24/09/2019 51 36.37 100,000 -3,000 Aimia Inc. Common Shares Mittleman Investment 3 25/09/2019 97 25,437,479 -28,500 Management, LLC Air Canada Class B Voting Shares Air Canada 1 23/09/2019 38 43.019 25,000 25,000 Air Canada Class B Voting Shares Air Canada 1 23/09/2019 38 0 -25,000 Air Canada Class B Voting Shares Air Canada 1 24/09/2019 38 43.323 25,000 25,000 Air Canada Class B Voting Shares Air Canada 1 24/09/2019 38 0 -25,000 Air Canada Class B Voting Shares Air Canada 1 25/09/2019 38 43.307 25,000 25,000 Air Canada Class B Voting Shares Air Canada 1 25/09/2019 38 0 -25,000 Air Canada Class B Voting Shares Air Canada 1 26/09/2019 38 43.094 25,000 25,000 Air Canada Class B Voting Shares Air Canada 1 26/09/2019 38 0 -25,000 Air Canada Class B Voting Shares Air Canada 1 27/09/2019 38 43.276 25,000 25,000 Air Canada Class B Voting Shares Air Canada 1 27/09/2019 38 0 -25,000 Akita Drilling Ltd. Non-Voting Shares Dease, Colin 5 26/09/2019 30 1.01 7,000 Akita Drilling Ltd. Non-Voting Shares Dease, Colin 5 26/09/2019 10 1.01 35,492 7,000

October 3, 2019 (2019), 42 OSCB 7980

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Akumin Inc. Common Shares Fitzgerald, Christopher 5 19/09/2019 30 148 5 Gifford Akumin Inc. Common Shares Kassa, Laura Mae 5 19/09/2019 30 459 17 Akumin Inc. Common Shares Luckey, Michael 5 19/09/2019 30 373 17 Akumin Inc. Common Shares Meredith, Michael 5 19/09/2019 30 339 14 Akumin Inc. Common Shares Moore, Karen 7 19/09/2019 30 175 12 Akumin Inc. Common Shares Quesenberry, Marcus 5 19/09/2019 30 386 15 Akumin Inc. Common Shares Richardson, Jason 5 19/09/2019 30 453 17 Albert Mining Inc. Common Shares Fontaine, Michel 4, 5 18/09/2019 47 0.08 1,459,643 -1,200,000 Albert Mining Inc. Common Shares Kandanchatha, Dinesh 5 18/09/2019 10 0.085 2,016,000 16,000 Alexco Resource Corp. Common Shares Clark, Michael 5 20/09/2019 51 0.6 130,306 50,000 Alexco Resource Corp. Common Shares Clark, Michael 5 23/09/2019 10 2.87 80,306 -50,000 Alexco Resource Corp. Options Clark, Michael 5 20/09/2019 51 0.6 760,000 -50,000 Algold Resources Ltd. Common Shares Capital Drilling Limited 3 14/06/2019 00 2,618,995 Algold Resources Ltd. Common Shares Capital Drilling Limited 3 05/07/2019 45 0.09 3,233,561 614,566 Algold Resources Ltd. Common Shares Capital Drilling Limited 3 19/08/2019 45 0.19 3,529,779 296,218 Algold Resources Ltd. Common Shares Capital Drilling Limited 3 06/09/2019 45 0.165 3,874,692 344,913 Algonquin Power & Utilities Common Shares Bronicheski, David John 5 23/09/2019 51 17.933 581,130 41,300 Corp. Algonquin Power & Utilities Common Shares Bronicheski, David John 5 24/09/2019 10 18.326 549,457 -31,673 Corp. Algonquin Power & Utilities Common Shares Bronicheski, David John 5 25/09/2019 10 18.264 539,830 -9,627 Corp. Algonquin Power & Utilities Options Bronicheski, David John 5 23/09/2019 51 12.82 308,170 -158,028 Corp. Algonquin Power & Utilities Options Bronicheski, David John 5 23/09/2019 51 12.8 267,478 -40,692 Corp. Algonquin Power & Utilities Common Shares Jarratt, Christopher 5 23/09/2019 51 17.933 1,003,027 93,064 Corp. Kenneth Algonquin Power & Utilities Common Shares Jarratt, Christopher 5 24/09/2019 10 18.326 931,657 -71,370 Corp. Kenneth Algonquin Power & Utilities Common Shares Jarratt, Christopher 5 25/09/2019 10 18.264 909,963 -21,694 Corp. Kenneth Algonquin Power & Utilities Common Shares Jarratt, Christopher 5 27/09/2019 10 18.013 809,963 -100,000 Corp. Kenneth Algonquin Power & Utilities Options Jarratt, Christopher 5 23/09/2019 51 12.82 725,572 -350,000 Corp. Kenneth Algonquin Power & Utilities Options Jarratt, Christopher 5 23/09/2019 51 12.8 627,808 -97,764 Corp. Kenneth Algonquin Power & Utilities Common Shares Robertson, Ian Edward 5 23/09/2019 51 17.933 990,115 132,949 Corp. Algonquin Power & Utilities Common Shares Robertson, Ian Edward 5 24/09/2019 10 18.326 888,158 -101,957 Corp. Algonquin Power & Utilities Common Shares Robertson, Ian Edward 5 25/09/2019 10 18.264 857,166 -30,992 Corp. Algonquin Power & Utilities Common Shares Robertson, Ian Edward 5 27/09/2019 10 18.013 757,166 -100,000 Corp. Algonquin Power & Utilities Options Robertson, Ian Edward 5 23/09/2019 51 12.82 1,036,532 -500,000 Corp. Algonquin Power & Utilities Options Robertson, Ian Edward 5 23/09/2019 51 12.8 896,868 -139,664 Corp. Alimentation Couche-Tard Subordinate Voting Anderton, Niall 5 20/09/2019 37 131 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Anderton, Niall 5 20/09/2019 37 131 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Anderton, Niall 5 20/09/2019 37 851 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Anderton, Niall 5 20/09/2019 37 851 Inc. Shares Catégorie B Alimentation Couche-Tard Unité d'action fictive Anderton, Niall 5 01/08/2019 46 4,907 Inc. Alimentation Couche-Tard Unité d'action fictive Anderton, Niall 5 01/08/2019 46 4,907 4,907 Inc. Alimentation Couche-Tard Unité d'action fictive Anderton, Niall 5 20/09/2019 37 4,907 Inc.

October 3, 2019 (2019), 42 OSCB 7981

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Alimentation Couche-Tard Unité d'action fictive Anderton, Niall 5 20/09/2019 37 4,907 Inc. Alimentation Couche-Tard Unité d'action différée Bourque, Nathalie 4 27/09/2019 35 82.53 20,053 30 Inc. Alimentation Couche-Tard Subordinate Voting Boyko, Éric 4 20/09/2019 10 82.881 10,400 2,000 Inc. Shares Catégorie B Alimentation Couche-Tard Unité d'action différée Boyko, Éric 4 27/09/2019 35 82.53 3,887 5 Inc. Alimentation Couche-Tard Unité d'action différée D'Amours, Jacques 4 27/09/2019 35 82.53 8,685 13 Inc. Alimentation Couche-Tard Subordinate Voting Fortin, Richard 4, 6, 7, 5 25/09/2019 10 83 229,400 -10,900 Inc. Shares Catégorie B Alimentation Couche-Tard Subordinate Voting Fortin, Richard 4, 6, 7, 5 26/09/2019 10 83.1 225,300 -4,100 Inc. Shares Catégorie B Alimentation Couche-Tard Unité d'action différée Fortin, Richard 4, 6, 7, 5 27/09/2019 35 82.53 22,541 34 Inc. Alimentation Couche-Tard Unité d'action différée Kau, Mélanie 4 27/09/2019 35 82.53 71,074 107 Inc. Alimentation Couche-Tard Unité d'action différée Leroux, Monique F. 4 27/09/2019 35 82.53 7,456 12 Inc. Alimentation Couche-Tard Unité d'action différée Plourde, Réal 4, 6, 7, 5 27/09/2019 35 82.53 8,644 13 Inc. Alimentation Couche-Tard Unité d'action différée Rabinowicz, Daniel 5 27/09/2019 35 82.53 6,472 10 Inc. Alimentation Couche-Tard Subordinate Voting Têtu, Louis 4 18/09/2019 00 1,800 Inc. Shares Catégorie B Allegiant Gold Ltd. Common Shares Gianulis, Peter Lawrence 4, 6 24/09/2019 10 0.1 4,750,000 200,000 Allegiant Gold Ltd. Options Gianulis, Peter Lawrence 4, 6 20/09/2019 50 0.1 1,250,000 500,000 Allegiant Gold Ltd. Options Giustra, Robert 4, 6 18/09/2019 97 0.6 0 -1,250,000 Allegiant Gold Ltd. Options Pitcher, Norman 4 20/09/2019 97 0.6 0 -500,000 Allied Properties Real Estate Units Cunningham, Gordon R. 4 20/09/2019 10 53.845 1,420 -5,000 Investment Trust Almaden Minerals Ltd. Options Poliquin, Morgan James 4, 5 19/09/2019 52 1.4 2,450,000 -315,000 Almaden Minerals Ltd. Options Poliquin, Morgan James 4, 5 19/09/2019 50 0.9 2,765,000 315,000 AltaGas Canada Inc. Rights Deferred Share Aarssen, Gregory Allan 4 25/09/2019 56 4,781 848 Unit (DSU) AltaGas Canada Inc. Rights Deferred Share Athaide, Judith 4 25/09/2019 56 2,160 374 Unit (DSU) AltaGas Canada Inc. Rights Deferred Share Chakma, Amitabha 4 25/09/2019 56 4,322 748 Unit (DSU) AltaGas Canada Inc. Rights Deferred Share Cornhill, David Wallace 4 25/09/2019 56 1,724 998 Unit (DSU) AltaGas Canada Inc. Rights Deferred Share Demcoe, William 4 25/09/2019 56 2,212 374 Unit (DSU) Altai Resources Inc. Common Shares AU, Maria Pui-Ching 5 27/09/2019 10 0.055 2,061,800 20,000 Altair Resources Inc. Common Shares Dhanani, Maleksultan 3 24/09/2019 10 0.025 5,338,000 -366,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 06/03/2019 00 Altair Resources Inc. Common Shares Dhanani, Zahir 3 14/06/2019 00 Altair Resources Inc. Common Shares Dhanani, Zahir 3 30/08/2019 10 0.035 -170,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 30/08/2019 10 0.035 -170,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 19/09/2019 00 Altair Resources Inc. Common Shares Dhanani, Zahir 3 19/09/2019 00 Altair Resources Inc. Common Shares Dhanani, Zahir 3 19/09/2019 00 Altair Resources Inc. Common Shares Dhanani, Zahir 3 19/09/2019 11 0.03 -400,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 19/09/2019 11 0.03 -400,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 19/09/2019 00 5,704,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 24/09/2019 10 0.025 -366,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 24/09/2019 10 0.025 -366,000 Altair Resources Inc. Common Shares Dhanani, Zahir 3 27/09/2019 10 0.025 5,338,000 -366,000 Altiplano Metals Inc. Common Shares Yaseniuk, Jeremy 4 20/09/2019 10 0.125 1,743,950 1,000 Altiplano Metals Inc. Common Shares Yaseniuk, Jeremy 4 20/09/2019 10 0.125 1,746,950 3,000 Altiplano Metals Inc. Common Shares Yaseniuk, Jeremy 4 20/09/2019 10 0.125 1,752,950 6,000 Amarillo Gold Corporation Options Birkett, Alexander David 4 25/09/2019 50 0.25 1,200,000 350,000

October 3, 2019 (2019), 42 OSCB 7982

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Amarillo Gold Corporation Common Shares Lepard, Lawrence 4 24/09/2019 00 300,000 Amarillo Gold Corporation Common Shares Lepard, Lawrence 4 24/09/2019 00 2,850,000 Amarillo Gold Corporation Options Lepard, Lawrence 4 24/09/2019 00 Amarillo Gold Corporation Options Lepard, Lawrence 4 25/09/2019 50 0.25 350,000 350,000 Amarillo Gold Corporation Warrants Lepard, Lawrence 4 24/09/2019 00 300,000 Amarillo Gold Corporation Warrants Lepard, Lawrence 4 24/09/2019 00 2,650,000 Amarillo Gold Corporation Options Mutchler, Mike 4, 5 25/09/2019 50 0.25 3,400,000 1,200,000 Amarillo Gold Corporation Options Raykov, Rostislav Christov 4 25/09/2019 50 0.25 1,200,000 350,000 Amarillo Gold Corporation Options SAWH, HEMDAT 5 25/09/2019 50 0.25 1,050,000 500,000 Amarillo Gold Corporation Options STOW, STEPHEN 4 25/09/2019 50 0.25 950,000 350,000 WILLIAM CANNING Amarillo Gold Corporation Options Sutherland, Colin 4 25/09/2019 50 0.25 950,000 350,000 Amarillo Gold Corporation Options Uloth, Rowland Wallace 4 25/09/2019 50 0.25 1,800,000 600,000 American Hotel Income Units O'Neill, John Christopher 5 26/09/2019 30 6.89 420,804 3,740 Properties REIT LP AMV Capital Corporation Common Shares Dake, Michael R. 4 25/09/2019 00 245,000 AMV Capital Corporation Common Shares Dake, Michael R. 4 25/09/2019 50 0.1 415,000 170,000 AMV Capital Corporation Common Shares Forest, David 4 17/09/2019 00 150,000 AMV Capital Corporation Options Forest, David 4 17/09/2019 00 AMV Capital Corporation Options Forest, David 4 17/09/2019 00 170,000 AMV Capital Corporation Common Shares minni, jerry anthony 4, 5 25/09/2019 00 AMV Capital Corporation Common Shares minni, jerry anthony 4, 5 25/09/2019 00 345,000 AMV Capital Corporation Options minni, jerry anthony 4, 5 25/09/2019 00 170,000 Ansar Financial and Common Shares Jalaluddin, Mohammed 3, 4, 5 25/09/2019 10 0.66 1,346,049 8,000 Development Corporation Ansar Financial and Common Shares Nasim, Pervez 3, 4, 5 25/09/2019 10 0.66 1,346,049 8,000 Development Corporation Apteryx Imaging Inc. Common Shares Hirsh, Adam 3 23/09/2019 00 4,398,445 Apteryx Imaging Inc. Common Shares Hirsh, Adam 3 24/09/2019 10 0.293 4,405,945 7,500 Apteryx Imaging Inc. Common Shares Hirsh, Adam 3 25/09/2019 10 0.3036 4,426,030 20,085 Apteryx Imaging Inc. Common Shares Hirsh, Adam 3 26/09/2019 10 0.318 4,431,030 5,000 Aquarius Surgical Warrants Hennigar, David John 4, 6, 5 27/09/2019 55 928,437 -1,500,000 Technologies Inc. (formerly Aquarius Coatings Inc.) Aquarius Surgical Warrants Hennigar, David John 4, 6, 5 27/09/2019 55 222,222 -706,215 Technologies Inc. (formerly Aquarius Coatings Inc.) ARC Resources Ltd. Common Shares Bibby, Kristen Jon 5 23/09/2019 10 6.7493 28,491 5,000 ARC Resources Ltd. Common Shares Bibby, Kristen Jon 5 24/09/2019 10 6.6714 33,491 5,000 ARC Resources Ltd. Common Shares Bibby, Kristen Jon 5 25/09/2019 10 6.4861 38,491 5,000 Artis Real Estate Investment Preferred Shares Series Artis Real Estate 1 23/09/2019 38 600 -600 Trust A Investment Trust Artis Real Estate Investment Preferred Shares Series Artis Real Estate 1 23/09/2019 38 -400 -7,500 Trust E Investment Trust Asbestos Corporation Common Shares MONETTE, SERGE 3, 4 19/09/2019 10 0.46 500 Limited Asbestos Corporation Common Shares MONETTE, SERGE 3, 4 19/09/2019 10 0.46 148,500 500 Limited Aura Resources Inc. Common Shares McNeice, John Darin 5 25/09/2019 10 0.045 1,922,100 9,000 Aurania Resources Ltd. Common Shares Barron, Keith Michael 3, 4, 5 20/09/2019 16 2.7 1,392,482 239,520 Aurania Resources Ltd. Warrants Barron, Keith Michael 3, 4, 5 20/09/2019 16 321,241 119,760 Aurinia Pharmaceuticals Inc. Common Shares Robertson, Stephen P. 5 26/09/2019 10 7.44 1,820 1,050 Australis Capital Inc. Common Shares Swainson, Roger Irving 4 25/09/2019 10 0.7 128,600 28,600 Avidian Gold Corp. Options McLean, Donna Ruth 5 26/08/2019 50 0.2 150,000 50,000 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 24/09/2019 10 0.385 5,464,143 100,000 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 27/03/2018 00 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 24/09/2019 10 0.385 100,000 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 24/09/2019 10 0.372 4,000 4,000 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 27/03/2018 00 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 24/09/2019 10 0.385 200,000 Axis Auto Finance Inc. Common Shares Hudson, Todd Charles 5 24/09/2019 10 0.385 200,000 200,000

October 3, 2019 (2019), 42 OSCB 7983

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Ayr Strategies Inc. (formerly, Subordinate Voting Burggraeve, Chris Roger 4 12/09/2019 10 9.99 2,000 1,000 Cannabis Strategies Shares Acquisition Corp.) Azarga Uranium Corp. Warrants O'Kane, Matthew James 6 23/09/2019 55 0.35 0 -31,250 Gerard Azarga Uranium Corp. Warrants Steele, Blake Albert 5 23/09/2019 55 0.35 90,000 -208,333 Ballard Power Systems Inc. Common Shares Murray, Jay Francis 5 20/09/2019 10 7.23 4,000 -1,000 Ballard Power Systems Inc. Common Shares Murray, Jay Francis 5 23/09/2019 10 7.36 2,500 -1,500 Ballard Power Systems Inc. Common Shares Sidhu, Sarbjot 5 06/09/2019 51 1.22 20,950 5,000 Ballard Power Systems Inc. Common Shares Sidhu, Sarbjot 5 06/09/2019 10 6.1 15,950 -5,000 Ballard Power Systems Inc. Common Shares Sidhu, Sarbjot 5 09/09/2019 51 1.22 25,950 10,000 Ballard Power Systems Inc. Common Shares Sidhu, Sarbjot 5 09/09/2019 10 6.17 15,950 -10,000 Ballard Power Systems Inc. Options Sidhu, Sarbjot 5 06/09/2019 51 1.22 178,061 -5,000 Ballard Power Systems Inc. Options Sidhu, Sarbjot 5 09/09/2019 51 1.22 168,061 -10,000 Bank of Montreal Deferred Share Units Edwards, Christine A. 4 27/08/2019 35 89.21 33,592 3 Bank of Montreal Deferred Share Units Prichard, John Robert 4, 7 27/08/2019 35 89.21 113,307 188 Stobo BARRIAN MINING CORP. Options Pierce, Toby Robert 4 14/12/2018 00 BARRIAN MINING CORP. Options Pierce, Toby Robert 4 14/12/2018 00 200,000 BARRIAN MINING CORP. Options Raffle, Kristopher John 4 03/09/2019 50 0.2 225,000 100,000 BARRIAN MINING CORP. Options Raffle, Kristopher, John 4 03/09/2019 50 0.2 100,000 BARRIAN MINING CORP. Options Raffle, Kristopher, John 4 03/09/2019 50 0.2 100,000 BARRIAN MINING CORP. Common Shares Sali, Maximilian 4, 5 18/09/2019 10 0.195 2,766,500 20,000 BARRIAN MINING CORP. Common Shares Sali, Maximilian 4, 5 27/09/2019 10 0.2 2,786,500 20,000 BARRIAN MINING CORP. Common Shares Sali, Maximilian 4, 5 27/09/2019 10 0.2 2,796,500 10,000 BARRIAN MINING CORP. Options Telfer, Bradley James 4 08/08/2019 51 0.05 -50,000 BARRIAN MINING CORP. Options Telfer, Bradley James 4 08/08/2019 51 0.05 495,000 -55,000 Bausch Health Companies Common Shares Herendeen, Paul 5 16/09/2019 57 23.24 146,000 3,333 Inc. (formerly, Valeant Pharmaceuticals International, Inc.) Bausch Health Companies Common Shares Herendeen, Paul 5 16/09/2019 97 23.24 144,358 -1,642 Inc. (formerly, Valeant Pharmaceuticals International, Inc.) Bausch Health Companies Rights Restricted Share Herendeen, Paul 5 16/09/2019 57 109,360 -3,333 Inc. (formerly, Valeant Units (RSUs) Pharmaceuticals International, Inc.) Bausch Health Companies Common Shares Papa, Joseph 4, 5 16/09/2019 57 23.24 483,284 10,000 Inc. (formerly, Valeant Pharmaceuticals International, Inc.) Bausch Health Companies Common Shares Papa, Joseph 4, 5 16/09/2019 97 23.24 478,169 -5,115 Inc. (formerly, Valeant Pharmaceuticals International, Inc.) Bausch Health Companies Rights Restricted Share Papa, Joseph 4, 5 16/09/2019 57 414,881 -10,000 Inc. (formerly, Valeant Units (RSUs) Pharmaceuticals International, Inc.) Baytex Energy Corp. Common Shares Jaskela, Jason Jowill 5 19/09/2019 10 2.25 39,837 -100,000 BCE Inc. Common Shares Cope, George 4, 5 20/09/2019 30 64.17 1,031 -38,994 BCE Inc. Common Shares le Duc, Bernard 5 23/09/2019 51 58.39 79,924 79,924 BCE Inc. Common Shares le Duc, Bernard 5 23/09/2019 10 64.02 0 -79,924 BCE Inc. Options le Duc, Bernard 5 23/09/2019 51 58.39 252,082 -79,924 BCE Inc. Common Shares Oosterman, Wade 7 20/09/2019 51 56.05 212,360 112,360 BCE Inc. Common Shares Oosterman, Wade 7 20/09/2019 10 64.09 100,000 -112,360 BCE Inc. Options Oosterman, Wade 7 20/09/2019 51 56.05 904,823 -112,360 Big Rock Brewery Inc. Common Shares Noone, Patrick Donnell 4 20/09/2019 10 4.27 1,765,000 1,200 Big Rock Brewery Inc. Common Shares Noone, Patrick Donnell 4 23/09/2019 10 4.33 1,770,000 5,000 Big Rock Brewery Inc. Common Shares Noone, Patrick Donnell 4 24/09/2019 10 4.07 1,771,100 1,100 Big Rock Brewery Inc. Common Shares Noone, Patrick Donnell 4 25/09/2019 10 4.21 1,776,100 5,000 Big Rock Brewery Inc. Common Shares Noone, Patrick Donnell 4 26/09/2019 10 4.051 1,778,200 2,100

October 3, 2019 (2019), 42 OSCB 7984

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Bird Construction Inc. MTIP (Phantom Shares) Bergman, J. Paul 5 20/09/2019 35 12,533 70 Bird Construction Inc. Deferred Share Units Bird, John Richard 4 20/09/2019 35 13,718 75 Bird Construction Inc. MTIP (Phantom Shares) Boyd, Ian Jeffrey 5 20/09/2019 35 20,374 113 Bird Construction Inc. Deferred Share Units Brooks, Karyn Anne 4 20/09/2019 35 35,434 193 Bird Construction Inc. MTIP (Phantom Shares) CAZA, Charles Joseph 5 20/09/2019 35 7,720 43 Bird Construction Inc. Deferred Share Units Charette, Paul Alphonse 4 20/09/2019 35 23,426 128 Bird Construction Inc. Deferred Share Units Doyle, Donald Gregory 4 20/09/2019 35 80,224 437 Bird Construction Inc. Deferred Share Units DuPont, Bonnie Dianne 4 20/09/2019 35 55,969 305 Rose Bird Construction Inc. MTIP (Phantom Shares) GINGRICH, WAYNE 5 20/09/2019 35 12,009 66 RICHARD Bird Construction Inc. Deferred Share Units Messier, Luc Jean-Francois 4 20/09/2019 35 37,582 205 Bird Construction Inc. Deferred Share Units Munkley, Ronald David 4 20/09/2019 35 65,944 359 Bird Construction Inc. Deferred Share Units Raboud, Paul Robert 4 20/09/2019 35 12,333 67 Bird Construction Inc. MTIP (Phantom Shares) ROYER, GILLES GERALD 5 20/09/2019 35 24,220 134 Bird Construction Inc. Deferred Share Units Thorsteinson, Arni Clayton 4 20/09/2019 35 67,818 370 Bitfarms Ltd. Common Shares Quimper, Pierre-Luc 3, 4, 5 23/09/2019 10 0.9372 8,626,637 -111,000 Bitfarms Ltd. Common Shares Quimper, Pierre-Luc 3, 4, 5 24/09/2019 10 0.95 8,606,637 -20,000 Bitfarms Ltd. Common Shares Quimper, Pierre-Luc 3, 4, 5 25/09/2019 10 0.8586 8,592,137 -14,500 Bitfarms Ltd. Common Shares Quimper, Pierre-Luc 3, 4, 5 26/09/2019 10 0.8445 8,572,137 -20,000 Bitfarms Ltd. Common Shares Rim, John 5 20/06/2019 00 Bitfarms Ltd. Common Shares Rim, John 5 24/09/2019 10 0.9465 30,000 30,000 Bitfarms Ltd. Common Shares Vachon, Mathieu 3 24/09/2019 10 0.9525 8,487,453 -10,000 Black Bull Resources Inc. Common Shares Spall, Kevin 4 29/08/2019 00 17,100,000 Black Bull Resources Inc. Common Shares Wild, Ian Grieve 4 29/08/2019 00 4,800,000 BlackBerry Limited (formerly Common Shares Capelli, Steven 5 27/09/2019 10 5.38 97,837 32,465 Research In Motion Limited) BlackBerry Limited (formerly Common Shares Capelli, Steven 5 27/09/2019 10 5.39 135,372 37,535 Research In Motion Limited) BlackBerry Limited (formerly Performance Restricted Capelli, Steven 5 25/09/2019 56 995,704 403,948 Research In Motion Limited) Share Units BlackBerry Limited (formerly Restricted Share Units Capelli, Steven 5 25/09/2019 56 515,497 269,299 Research In Motion Limited) BlackBerry Limited (formerly Restricted Share Units Capelli, Steven 5 25/09/2019 56 695,030 179,533 Research In Motion Limited) BlackBerry Limited (formerly Performance Restricted Cook, Randall 5 25/09/2019 56 136,960 53,859 Research In Motion Limited) Share Units BlackBerry Limited (formerly Restricted Share Units Cook, Randall 5 25/09/2019 56 91,307 35,906 Research In Motion Limited) BlackBerry Limited (formerly Performance Restricted Ho, Sai Yuen (Billy) 5 25/09/2019 56 280,897 100,986 Research In Motion Limited) Share Units BlackBerry Limited (formerly Restricted Share Units Ho, Sai Yuen (Billy) 5 25/09/2019 56 143,853 67,324 Research In Motion Limited) BlackBerry Limited (formerly Performance Restricted White-Ivy, Nita 5 25/09/2019 56 176,952 67,324 Research In Motion Limited) Share Units BlackBerry Limited (formerly Restricted Share Units White-Ivy, Nita 5 25/09/2019 56 95,214 44,883 Research In Motion Limited) BlackBerry Limited (formerly Performance Restricted Wilson, Mark George 5 25/09/2019 56 118,795 60,591 Research In Motion Limited) Share Units BlackBerry Limited (formerly Restricted Share Units Wilson, Mark George 5 25/09/2019 56 87,133 40,394 Research In Motion Limited) Block X Capital Corp. Common Shares Johannson, Arni Thomas 5 23/09/2019 10 0.03 2,378,000 500,000 (formerly Lions Gate Metals Inc.) Blok Technologies Inc. Common Shares Nieken, Yari 4 12/10/2018 00 (formerly Aida Minerals Corp.) Blok Technologies Inc. Common Shares Nieken, Yari 4 12/10/2018 00 (formerly Aida Minerals Corp.) Blok Technologies Inc. Common Shares Nieken, Yari 4 12/10/2018 00 (formerly Aida Minerals Corp.)

October 3, 2019 (2019), 42 OSCB 7985

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Blok Technologies Inc. Common Shares Nieken, Yari 4 23/07/2019 16 0.02 6,500,000 6,500,000 (formerly Aida Minerals Corp.) Boardwalk Real Estate Trust Units GEREMIA, ROBERTO 5 16/09/2019 10 44 155,929 -12,000 Investment Trust Boardwalk Real Estate Trust Units GEREMIA, ROBERTO 5 16/09/2019 10 43.98 145,929 -10,000 Investment Trust Boardwalk Real Estate Trust Units GEREMIA, ROBERTO 5 16/09/2019 10 44.02 135,929 -10,000 Investment Trust Boardwalk Real Estate Trust Units GEREMIA, ROBERTO 5 17/09/2019 10 43.99 132,929 -3,000 Investment Trust Boardwalk Real Estate Trust Units GEREMIA, ROBERTO 5 19/09/2019 10 44.13 130,929 -2,000 Investment Trust Body and Mind Inc. Options Dowty, Michael Scott 4 02/11/2018 00 Body and Mind Inc. Options Dowty, Michael Scott 4 21/08/2019 50 0.88 400,000 400,000 Body and Mind Inc. Common Shares hasman, robert 4 24/11/2017 00 3,920,000 Body and Mind Inc. Common Shares hasman, robert 4 31/01/2019 22 0.66 4,345,071 425,071 Body and Mind Inc. Common Shares hasman, robert 4 24/11/2017 00 2,037,879 Body and Mind Inc. Options hasman, robert 4 10/12/2018 50 0.57 1,250,000 250,000 Body and Mind Inc. Options hasman, robert 4 21/08/2019 50 0.88 1,500,000 250,000 Body and Mind Inc. Options Hoffman, Stephen (Trip) 5 15/11/2018 00 Body and Mind Inc. Options Hoffman, Stephen (Trip) 5 10/12/2018 50 0.57 175,000 175,000 Body and Mind Inc. Options Hoffman, Stephen (Trip) 5 21/08/2019 50 0.88 525,000 350,000 Body and Mind Inc. Common Shares Shim, Dong Hyun 4 13/12/2016 00 73,792 Body and Mind Inc. Common Shares Shim, Dong Hyun 4 17/05/2019 22 1.25 121,792 48,000 Body and Mind Inc. Options Shim, Dong Hyun 4 10/12/2018 50 0.57 450,000 250,000 Body and Mind Inc. Options Shim, Dong Hyun 4 21/08/2019 50 0.88 700,000 250,000 Body and Mind Inc. Warrants Shim, Dong Hyun 4 13/12/2016 00 Body and Mind Inc. Warrants Shim, Dong Hyun 4 17/05/2019 53 1.5 48,000 48,000 Body and Mind Inc. Common Shares Tindale, Darren 5 06/03/2017 00 200,000 Body and Mind Inc. Common Shares Tindale, Darren 5 23/09/2019 10 1.25 171,500 -28,500 Body and Mind Inc. Common Shares Tindale, Darren 5 24/09/2019 10 1.25 170,400 -1,100 Boreal Metals Corp. Common Shares EMX Royalty Corporation 3 25/09/2019 10 0.05 7,833,735 48,000 Boreal Metals Corp. Common Shares EMX Royalty Corporation 3 26/09/2019 10 0.05 7,883,735 50,000 BQE Water Inc. Common Shares hubbard, richard 3 20/09/2019 10 8.1 217,559 500 BRAMPTON BRICK Subordinate Voting Brampton Brick Limited 1 20/09/2019 38 6.48 1,000 1,000 LIMITED Shares - Class A BRAMPTON BRICK Subordinate Voting Brampton Brick Limited 1 25/09/2019 38 0 -1,000 LIMITED Shares - Class A BRAMPTON BRICK Subordinate Voting Brazos Brick Holdings 3 03/09/2019 10 6.25 1,900 LIMITED Shares - Class A Limited BRAMPTON BRICK Subordinate Voting Brazos Brick Holdings 3 03/09/2019 10 6.25 1,609,243 300 LIMITED Shares - Class A Limited BRAMPTON BRICK Subordinate Voting Brazos Brick Holdings 3 25/09/2019 10 6.25 1,610,243 700 LIMITED Shares - Class A Limited Braveheart Resources Inc. Common Shares Matlock, Aaron 4, 5 27/09/2019 10 0.087 6,484,001 20,000 BSR Real Estate Investment Trust Units Labatte, Neil Joseph 4 19/09/2019 10 14.166 21,600 7,600 Trust BSR Real Estate Investment Trust Units Labatte, Neil Joseph 4 19/09/2019 10 14.17 24,000 2,400 Trust BSR Real Estate Investment Trust Units Labatte, Neil Joseph 4 19/09/2019 10 14.16 34,000 10,000 Trust BSR Real Estate Investment Trust Units Labatte, Neil Joseph 4 19/09/2019 10 14.05 38,500 4,500 Trust BURCON NUTRASCIENCE Common Shares Tyrrell, David Lorne John 4 18/09/2019 10 1.5906 176,272 67,550 CORPORATION BURCON NUTRASCIENCE Common Shares Tyrrell, David Lorne John 4 18/09/2019 10 1.56 13,838 2,145 CORPORATION BURCON NUTRASCIENCE Common Shares Tyrrell, David Lorne John 4 18/09/2019 10 1.53 14,526 360 CORPORATION C21 Investments Inc. Common Shares Macdonald, Donald Bruce 4 23/09/2019 10 0.6 700,000 26,500 C21 Investments Inc. Common Shares Macdonald, Donald Bruce 4 25/09/2019 10 0.55 725,500 25,500 Cabral Gold Inc. Common Shares Carter, Alan 4, 6, 5 25/09/2019 10 8,155,832 42,000

October 3, 2019 (2019), 42 OSCB 7986

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Cabral Gold Inc. Common Shares Carter, Alan 4, 6, 5 25/09/2019 10 8,157,832 2,000 Cabral Gold Inc. Common Shares Carter, Alan 4, 6, 5 25/09/2019 10 8,162,832 5,000 Cabral Gold Inc. Common Shares Carter, Alan 4, 6, 5 25/09/2019 10 8,212,832 50,000 Cadillac Ventures Inc. Common Shares Brewster, Norman 5 24/09/2019 10 0.015 7,482,720 -150,000 Calian Group Ltd. Common Shares loeb, kenneth jeffrey 4 23/09/2019 51 27.3 8,206 2,000 Calian Group Ltd. Common Shares loeb, kenneth jeffrey 4 23/09/2019 10 35 6,206 -2,000 Calian Group Ltd. Options loeb, kenneth jeffrey 4 23/09/2019 51 27.3 18,000 -2,000 Cameco Corporation Rights Deferred Share Bruce, Ian 4 20/09/2019 56 60,848 3,919 Units Cameco Corporation Rights Deferred Share Camus, Daniel Robert 4 20/09/2019 56 80,415 1,237 Units Cameco Corporation Rights Deferred Share Deranger, Donald Hearl 4 20/09/2019 56 64,998 2,143 Units Felix Cameco Corporation Rights Deferred Share Gowans, James Kitchener 4 20/09/2019 56 70,923 2,381 Units Cameco Corporation Rights Deferred Share Jackson, Kathryn 4 20/09/2019 56 25,251 2,508 Units Cameco Corporation Rights Deferred Share Kayne, Don 4 20/09/2019 56 63,146 4,950 Units Cameco Corporation Rights Deferred Share McLellan, A. Anne 4 20/09/2019 56 51,268 1,129 Units Camrova Resources Inc. Options Clausi, Peter Michael 4 22/09/2019 52 200,000 -12,500 Camrova Resources Inc. Options Ogryzlo, Charles Thomas 4 22/09/2019 52 0 -25,000 Camrova Resources Inc. Options Seidler, Wolf K 4 22/09/2019 52 225,000 -12,500 Canaccord Genuity Group Warrants Barlow, Jeffrey Griffin 7 20/09/2019 59 5.2937 56,688 -3,264 Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 25/01/2019 00 6,025,084 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 30/01/2019 10 49.82 -4,100 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 30/01/2019 10 49.82 -4,100 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 30/01/2019 10 49.82 6,020,984 -4,100 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 28/02/2019 10 53.892 6,068,654 47,670 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 28/02/2019 10 55.193 5,963,254 -105,400 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 25/03/2019 10 51.115 5,978,454 15,200 Shares Inc. Canada Goose Holdings Inc. Subordinate Voting T. Rowe Price Associates, 3 25/03/2019 10 50.418 5,866,894 -111,560 Shares Inc. Canadian Natural Resources Common Shares Andersen, Troy John Peter 5 23/09/2019 51 32.75 4,000 4,000 Limited Canadian Natural Resources Common Shares Andersen, Troy John Peter 5 23/09/2019 10 36.63 0 -4,000 Limited Canadian Natural Resources Options Andersen, Troy John Peter 5 23/09/2019 51 32.75 278,000 -4,000 Limited Canadian Natural Resources Common Shares Bradley, Bryan Charles 5 25/09/2019 10 35.52 -5,000 -5,000 Limited Canadian Natural Resources Common Shares Bradley, Bryan Charles 5 25/09/2019 10 32.75 0 5,000 Limited Canadian Natural Resources Options Bradley, Bryan Charles 5 25/09/2019 51 32.75 180,000 -5,000 Limited Canadian Natural Resources Options Bradley, Bryan Charles 5 25/09/2019 10 32.75 5,000 Limited Canadian Natural Resources Options Bradley, Bryan Charles 5 25/09/2019 10 32.75 5,000 Limited Canadian Natural Resources Common Shares Frankiw, Allan E 5 23/09/2019 51 32.75 26,767 5,000 Limited Canadian Natural Resources Common Shares Frankiw, Allan E 5 23/09/2019 10 36.6 21,767 -5,000 Limited Canadian Natural Resources Options Frankiw, Allan E 5 23/09/2019 51 32.75 230,000 -5,000 Limited Canadian Natural Resources Common Shares Laing, Ronald Keith 5 16/09/2019 51 32.75 21,618 12,500 Limited

October 3, 2019 (2019), 42 OSCB 7987

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Canadian Natural Resources Common Shares Laing, Ronald Keith 5 16/09/2019 10 36.65 9,118 -12,500 Limited Canadian Natural Resources Options Laing, Ronald Keith 5 16/09/2019 51 32.75 391,000 -12,500 Limited Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 30 142.88 59 52 Limited A Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 35 136.85 60 1 Limited A Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 99 61 1 Limited A Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 30 141.42 0 -61 Limited A Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 30 142.88 206 155 Limited A (CT Savings Plan) Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 35 136.65 208 2 Limited A (CT Savings Plan) Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 99 209 1 Limited A (CT Savings Plan) Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 30 141.42 148 -61 Limited A (CT Savings Plan) Canadian Tire Corporation, Non-Voting Shares Class Sheldon, Joseph Barry 7 19/09/2019 30 141.42 0 -148 Limited A (CT Savings Plan) CANEX Metals Inc. (formerly Options Collins, Chantelle 5 23/09/2019 00 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Options Collins, Chantelle 5 23/09/2019 50 0.06 150,000 150,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Options Ebert, Shane William 4 23/09/2019 50 0.06 450,000 175,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Common Shares Hanks, Gregory Scott 4 19/09/2019 00 88,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Common Shares Hanks, Gregory Scott 4 19/09/2019 00 200,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Options Hanks, Gregory Scott 4 19/09/2019 00 150,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Warrants Hanks, Gregory Scott 4 19/09/2019 00 35,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Warrants Hanks, Gregory Scott 4 19/09/2019 00 200,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Options Hayes, Lesley Olive 4 23/09/2019 50 0.06 275,000 125,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Options Jutras, Jean Pierre 4, 5 23/09/2019 50 0.06 400,000 150,000 Northern Abitibi Mining Corp.) CANEX Metals Inc. (formerly Options O'Neill, Barbara Michele 5 23/09/2019 50 0.06 250,000 125,000 Northern Abitibi Mining Corp.) Cannabix Technologies Inc Common Shares Attariwala, Rajpaul 4 28/09/2019 11 940,703 -653,047 Cannabix Technologies Inc Options Attariwala, Rajpaul 4 23/09/2019 50 1,300,000 450,000 Cannabix Technologies Inc Options Clarke, Thomas William 4 23/09/2019 50 0.8 120,000 45,000 Cannabix Technologies Inc Options Loree, Bryan 4, 5 23/09/2019 50 1,550,000 450,000 Cannabix Technologies Inc Options Malhi, Kulwant 5 23/09/2019 50 1,375,000 450,000 Cannabix Technologies Inc Options Mlait, Ravinder 4 23/09/2019 50 0.8 1,875,000 450,000 Canuc Resources Common Shares Berlet, Christopher James 4 23/09/2019 10 0.045 5,365,000 2,000 Corporation Capital Power Corporation Options Vaasjo, Brian Tellef 4, 5 24/09/2019 59 31.195 1,655,698 -30,000 Capital Power Corporation Options Vaasjo, Brian Tellef 4, 5 25/09/2019 59 30.97 1,625,698 -30,000 Capstone Mining Corp. Common Shares Grm Investments Ltd. 3 23/09/2019 10 0.5769 78,243,161 2,150,000 Cardinal Energy Ltd. Debentures Brussa, John Albert 4 10/12/2013 00

October 3, 2019 (2019), 42 OSCB 7988

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Cardinal Energy Ltd. Debentures Brussa, John Albert 4 20/09/2019 10 99 $2,500 $2,500 Cardinal Energy Ltd. Debentures Brussa, John Albert 4 23/09/2019 10 98 $2,570 $70 Cardinal Energy Ltd. Debentures Brussa, John Albert 4 24/09/2019 10 98.994 $4,000 $1,430 Caribbean Utilities Common Shares Class A Tibbetts, Sacha Nikolai 5 20/09/2019 11 15,099 -4,965 Company, Ltd. Ordinary Shares Cascades Inc. Common Shares Cascades inc. 1 23/09/2019 38 11.777 6,000 6,000 Cascades Inc. Common Shares Cascades inc. 1 23/09/2019 38 11.777 0 -6,000 Cascades Inc. Common Shares Lemaire, Laurent 3 23/09/2019 10 11.84 142,200 725 Cascades Inc. Common Shares Lemaire, Laurent 3 23/09/2019 10 11.84 9,877,076 5,615 CB2 Insights Inc. Common Shares Qureshi, Kashaf 4 18/09/2019 10 0.135 8,383,448 500 CB2 Insights Inc. Common Shares Qureshi, Kashaf 4 20/09/2019 10 0.14 8,383,948 500 CB2 Insights Inc. Common Shares Qureshi, Kashaf 4 24/09/2019 10 0.135 8,388,948 5,000 CB2 Insights Inc. Common Shares Sekar, Pradyum 4 18/09/2019 10 0.13 8,776,452 350 CB2 Insights Inc. Common Shares Sekar, Pradyum 4 18/09/2019 10 0.14 8,776,802 350 CCL Industries Inc. Options Birkner, Gunther Johann 7 26/09/2019 10 55 291,200 18,200 Cenovus Energy Inc. Common Shares McKenzie, Jonathan 5 24/09/2019 10 12.88 101,758 15,000 Michael Cenovus Energy Inc. Common Shares Reid, Alan Craig 5 17/09/2019 51 13.93 20,567 Cenovus Energy Inc. Common Shares Reid, Alan Craig 5 17/09/2019 51 13.93 59,656 20,764 Ceres Global Ag Corp. Common Shares Goldman, Glen Marshall 5 20/09/2019 10 3.15 1,223 550 Ceres Global Ag Corp. Common Shares Goldman, Glen Marshall 5 24/09/2019 10 2.96 1,723 500 Ceres Global Ag Corp. Common Shares Mize, Gary 4 20/09/2019 10 3.39 10,071 500 Ceres Global Ag Corp. Common Shares Mize, Gary 4 20/09/2019 10 3.02 11,071 1,000 Ceres Global Ag Corp. Common Shares Mize, Gary 4 20/09/2019 10 2.9 12,071 1,000 Ceres Global Ag Corp. Common Shares Mize, Gary 4 23/09/2019 10 2.96 13,071 1,000 Ceres Global Ag Corp. Common Shares Mize, Gary 4 23/09/2019 10 2.88 15,071 2,000 Ceres Global Ag Corp. Common Shares Mize, Gary 4 24/09/2019 10 2.943 16,071 1,000 Ceres Global Ag Corp. Common Shares Mize, Gary 4 25/09/2019 10 2.896 16,971 900 Ceres Global Ag Corp. Common Shares Mize, Gary 4 26/09/2019 10 3 21,971 5,000 Ceres Global Ag Corp. Common Shares Mize, Gary 4 26/09/2019 10 2.98 22,316 345 CES Energy Solutions Corp. Common Shares Baxter, Richard Lee 5 23/09/2019 57 2.0951 224,937 3,096 CES Energy Solutions Corp. Common Shares Baxter, Richard Lee 5 23/09/2019 10 2.0778 224,145 -792 CES Energy Solutions Corp. Restricted Share Units Baxter, Richard Lee 5 23/09/2019 57 2.0951 438,102 -3,096 Champion Iron Limited Rights Deferred Share CORMIER, MICHELLE 4 19/09/2019 56 2.31 32,621 14,610 Units (DSU) ANN Champion Iron Limited Rights Deferred Share Lawler, Gary Kenneth John 4 19/09/2019 56 2.61 36,161 19,157 Units (DSU) Champion Iron Limited Rights Deferred Share Wouters, Wayne Gordon 4 19/09/2019 56 2.31 32,805 14,610 Units (DSU) Chesswood Group Limited Common Shares Gotovac, Marko 7 06/12/2018 00 Chesswood Group Limited Common Shares Gotovac, Marko 7 24/09/2019 10 9.356 2,100 2,100 Chesswood Group Limited Common Shares Gotovac, Marko 7 24/09/2019 10 9.415 4,500 2,400 Chesswood Group Limited Common Shares Gotovac, Marko 7 24/09/2019 10 9.35 5,000 500 Chesswood Group Limited Common Shares Woolley, Wayne M. 7 23/09/2019 51 7.45 27,500 4,500 Chesswood Group Limited Options Woolley, Wayne M. 7 23/09/2019 51 7.45 182,500 -4,500 Choice Properties Real Trust Units Kinsley, Karen 4 23/09/2019 10 14.4 15,711 4,000 Estate Investment Trust Choom Holdings Inc. Common Shares Chris, Bogart 4 18/09/2019 10 0.365 4,021,750 5,000 Choom Holdings Inc. Common Shares Chris, Bogart 4 18/09/2019 10 0.36 4,026,750 5,000 Choom Holdings Inc. Common Shares Chris, Bogart 4 20/09/2019 10 0.375 4,076,750 50,000 Choom Holdings Inc. Common Shares Chris, Bogart 4 20/09/2019 10 0.37 4,086,750 10,000 Choom Holdings Inc. Common Shares Chris, Bogart 4 25/09/2019 10 0.35 4,156,750 70,000 Choom Holdings Inc. Common Shares Chris, Bogart 4 25/09/2019 10 0.34 4,176,750 20,000 CIBT Education Group Inc. Common Shares Chu, Toby 4, 5 20/09/2019 10 0.645 6,824,247 10,000 CIBT Education Group Inc. Common Shares Chu, Toby 4, 5 25/09/2019 10 0.6714 6,831,247 7,000 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 20/09/2019 10 0.64 2,433,000 7,500 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 23/09/2019 10 0.58 2,440,500 7,500 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 24/09/2019 10 0.66 2,448,000 7,500 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 25/09/2019 10 0.66 2,452,000 4,000 CIBT Education Group Inc. Common Shares CIBT Education Group Inc 1 26/09/2019 10 0.68 2,459,500 7,500

October 3, 2019 (2019), 42 OSCB 7989

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Cipher Pharmaceuticals Inc. Common Shares Godin, Christian 4 15/08/2019 30 1.02 441 Cipher Pharmaceuticals Inc. Common Shares Godin, Christian 4 15/08/2019 30 1.02 51,951 864 Cipher Pharmaceuticals Inc. Common Shares Godin, Christian 4 16/09/2019 30 1.22 55,673 722 Cipher Pharmaceuticals Inc. Common Shares Wolkin, Harold Morton 4 15/08/2019 30 1.2 3,566 Cipher Pharmaceuticals Inc. Common Shares Wolkin, Harold Morton 4 15/08/2019 30 1.02 207,529 3,566 Cipher Pharmaceuticals Inc. Common Shares Wolkin, Harold Morton 4 16/09/2019 30 1.22 210,504 2,975 City View Green Holdings Common Shares Fia, Roberto 3, 4, 5 25/09/2019 10 0.11 20,489,916 15,000 Inc. City View Green Holdings Common Shares Fia, Roberto 3, 4, 5 27/09/2019 10 0.095 20,494,916 5,000 Inc. Clairvest Group Inc. Common Shares Dhonte, Sebastien 7 23/09/2019 11 51 23,800 7,500 Clairvest Group Inc. Common Shares Horn, Douglas 5 23/09/2019 11 51 7,800 2,200 Clairvest Group Inc. Common Shares Isenberg, Robert 7 23/09/2019 11 51 45,150 8,700 Clairvest Group Inc. Common Shares Kansal, Mohit 5 23/09/2019 11 51 7,200 5,000 Clairvest Group Inc. Common Shares Miller, James 5 23/09/2019 11 51 12,200 600 Clairvest Group Inc. Common Shares Pasricha, Adrian 5 23/09/2019 11 51 25,600 5,300 Clairvest Group Inc. Common Shares Pasricha, Adrian 5 23/09/2019 11 51 9,000 2,000 Clairvest Group Inc. Common Shares Rotman, Kenneth Brice 4, 6, 5 23/09/2019 11 51 20,906 -35,900 Clarke Inc. Common Shares Clarke Inc. 1 23/09/2019 10 12.75 0 -178,500 Computer Modelling Group Common Shares Dedeluk, Kenneth Michael 4 24/09/2019 10 6.13 12,000 1,300 Ltd. Condor Petroleum Inc. Common Shares Disbrow, Robert 3 24/09/2019 10 0.2635 3,035,000 163,500 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 25/09/2019 10 0.26 3,071,000 36,000 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 26/09/2019 10 0.2604 3,092,500 21,500 Condor Petroleum Inc. Common Shares Disbrow, Robert 3 27/09/2019 10 0.269 3,100,000 7,500 Constellation Software Inc. Common Shares Gayner, Susan 4 20/09/2019 00 50 Constellation Software Inc. Common Shares Leonard, Mark Henri 4, 5 23/09/2019 30 1303 3,100 -100 Copper One Inc. Options Baizak, Daniyal 4 26/09/2019 00 100,000 Core One Labs Inc. Common Shares Sanderson, John David 4, 5 05/09/2019 99 2,150,000 -1,050,000 Core One Labs Inc. Common Shares Sanderson, John David 4, 5 06/09/2019 37 358,334 -1,791,666 Core One Labs Inc. Options Sanderson, John David 4, 5 27/07/2019 52 0.5 0 -1,200,000 Core One Labs Inc. Options Sanderson, John David 4, 5 13/09/2019 50 1.25 200,000 200,000 Coro Mining Corp. Common Shares Greenstone Resources L.P. 3 24/09/2019 11 0.115 107,577,179 9,779,744 Coro Mining Corp. Common Shares Greenstone Resources L.P. 3 16/06/2015 00 Coro Mining Corp. Common Shares Greenstone Resources L.P. 3 24/09/2019 11 0.115 103,602,460 103,602,460 Coro Mining Corp. Common Shares Greenstone Resources L.P. 3 24/09/2019 11 0.115 711,848,629 1 Corsurex Resource Corp. Common Shares Cherry, Christopher 4, 5 25/09/2019 10 0.08 165,000 65,000 Cresco Labs Inc. Subordinate Voting McCormack, Brian Thomas 4 30/11/2018 00 Shares Cresco Labs Inc. Subordinate Voting McCormack, Brian Thomas 4 20/09/2019 10 6.7857 14,000 14,000 Shares Cresco Labs Inc. Subordinate Voting Sergi, Dominic Anthony 4 23/09/2019 10 6.706 3,500 500 Shares Cresco Labs Inc. Subordinate Voting Sergi, Dominic Anthony 4 24/09/2019 10 6.53 3,518 18 Shares Cresco Labs Inc. Subordinate Voting Sergi, Dominic Anthony 4 24/09/2019 10 6.5378 3,900 382 Shares Cresco Labs Inc. Subordinate Voting Sergi, Dominic Anthony 4 24/09/2019 10 6.0977 4,393 493 Shares Cresco Labs Inc. Subordinate Voting Sergi, Dominic Anthony 4 25/09/2019 10 6.1142 4,554 161 Shares Crest Resources Inc. Common Shares Collins, John Michael 4 23/09/2019 16 0.075 1,750,000 1,250,000 William Crown Capital Partners Inc. Common Shares Thornridge Holdings 3 24/09/2019 10 7.5 930,000 -80,000 Limited Crown Mining Corp. Common Shares Dunn, Stephen Ronald 4 25/09/2019 10 0.04 5,761,600 60,000 CUV Ventures Corp. Common Shares Lonis, Bernard Jean 4 20/09/2019 10 0.1977 2,781,000 -84,500 Jacques CUV Ventures Corp. Common Shares Lonis, Bernard Jean 4 23/09/2019 10 0.1913 2,703,000 -78,000 Jacques CWC Energy Services Corp. Common Shares McIntyre, Darwin Lloyd 5 23/09/2019 57 25000 775,000 25,000 CWC Energy Services Corp. Restricted Share Units McIntyre, Darwin Lloyd 5 23/09/2019 57 0.13 536,000 -25,000

October 3, 2019 (2019), 42 OSCB 7990

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Cypress Development Corp. Common Shares Huston, Donald Carl 4, 5 24/09/2019 54 0.13 484,559 150,000 Cypress Development Corp. Warrants Huston, Donald Carl 4, 5 24/09/2019 54 0.13 0 -150,000 Datable Technology Common Shares Oishi, Kim 4 20/09/2019 10 0.04 2,822,000 100,000 Corporation (formerly 3TL Technologies Corp.) DealNet Capital Corp. Common Shares Bridge, Harold Dixon 4 23/09/2019 10 0.075 595,000 389,000 DealNet Capital Corp. Common Shares Bridge, Harold Dixon 4 24/09/2019 10 0.075 706,000 111,000 DealNet Capital Corp. Common Shares Carl, Richard G. 4 26/09/2019 10 0.075 1,016,080 200,000 DealNet Capital Corp. Common Shares De Laurentiis, Joanne 4 27/09/2019 10 0.08 542,300 96,000 DealNet Capital Corp. Common Shares Koshan, Michael 4 24/09/2019 10 0.075 265,000 DealNet Capital Corp. Common Shares Koshan, Michael 4 24/09/2019 10 0.075 127,000 65,000 DealNet Capital Corp. Common Shares Koshan, Michael 4 27/09/2019 10 0.075 135,000 8,000 DealNet Capital Corp. Common Shares Koshan, Michael 4 24/09/2019 10 0.075 302,000 200,000 DECISIVE DIVIDEND Common Shares Paterson, James Andrew 4, 5 25/09/2019 10 3.84 168,000 800 CORPORATION DECISIVE DIVIDEND Common Shares Paterson, James Andrew 4, 5 25/09/2019 10 3.835 168,100 100 CORPORATION Diagnos Inc. Options Chakor Djelthia, Hadi 5 25/09/2019 50 0.2 100,000 50,000 Diagnos Inc. Options Côté, François 4 18/06/2019 00 Diagnos Inc. Options Côté, François 4 25/09/2019 56 0.2 600,000 Diagnos Inc. Options Côté, François 4 25/09/2019 50 0.2 600,000 600,000 Diagnos Inc. Options Hébert, Georges 4 25/09/2019 50 0.2 660,000 400,000 Diagnos Inc. Options Larente, André 4, 5 25/09/2019 50 0.2 960,000 600,000 Diagnos Inc. Options Maclellan, Reid 4 25/09/2019 50 0.2 500,000 400,000 Diagnos Inc. Options Massue, Marc-André 5 25/09/2019 50 0.2 285,000 150,000 Diagnos Inc. Options Moreno Robles, Guillermo 5 25/09/2019 50 0.2 106,000 50,000 Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 23/09/2019 38 9.5 150,900 8,700 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 24/09/2019 38 9.5 155,100 4,200 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 25/09/2019 38 9.5 157,000 1,900 Fund Fund Digital Consumer Dividend Trust Units Digital Consumer Dividend 1 26/09/2019 38 9.5 159,100 2,100 Fund Fund Digital Consumer Dividend Trust Units Lauzon, Robert 7 20/09/2019 10 9.5 34,700 1,500 Fund Digital Consumer Dividend Trust Units Lauzon, Robert 7 23/09/2019 10 9.5171 35,400 700 Fund Digital Consumer Dividend Trust Units Lauzon, Robert 7 24/09/2019 10 9.5717 36,000 600 Fund Digital Consumer Dividend Trust Units Lauzon, Robert 7 25/09/2019 10 9.513 38,000 2,000 Fund Dimension Five Common Shares Parr, Christopher 3, 4, 5 26/03/2001 10 0.045 2,548,334 15,000 Technologies Inc. Dimension Five Common Shares Parr, Christopher 3, 4, 5 27/09/2019 10 0.045 2,728,334 5,000 Technologies Inc. Dimension Five Common Shares Zimtu Capital Corp. 3 25/09/2001 10 0.05 6,020,000 20,000 Technologies Inc. Dimension Five Common Shares Zimtu Capital Corp. 3 26/09/2019 10 0.045 6,235,000 25,000 Technologies Inc. DIRTT Environmental Options Warawa, Jennifer Lynn 5 16/09/2019 00 Solutions Ltd. DIRTT Environmental Options Warawa, Jennifer Lynn 5 18/09/2019 50 241,042 241,042 Solutions Ltd. Discovery 2019 Short Limited Partnership Units Brasseur, Jeremy 6 26/09/2019 00 Duration LP Discovery 2019 Short Limited Partnership Units Brasseur, Jeremy 6 26/09/2019 15 25 4,000 4,000 Duration LP Discovery 2019 Short Limited Partnership Units Lauzon, Robert 7 26/09/2019 00 Duration LP Discovery 2019 Short Limited Partnership Units Lauzon, Robert 7 26/09/2019 15 25 4,000 4,000 Duration LP Discovery 2019 Short Limited Partnership Units Orrico, Dean 6 26/09/2019 00 Duration LP

October 3, 2019 (2019), 42 OSCB 7991

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Discovery 2019 Short Limited Partnership Units Orrico, Dean 6 26/09/2019 15 25 4,000 4,000 Duration LP DREAM Unlimited Corp. Subordinate Voting DREAM Unlimited Corp. 1 18/09/2019 38 9.4992 165,525 165,525 Shares Class A DREAM Unlimited Corp. Subordinate Voting DREAM Unlimited Corp. 1 19/09/2019 38 9.6552 181,450 15,925 Shares Class A DREAM Unlimited Corp. Subordinate Voting DREAM Unlimited Corp. 1 20/09/2019 38 15,925 -165,525 Shares Class A DREAM Unlimited Corp. Subordinate Voting DREAM Unlimited Corp. 1 23/09/2019 38 0 -15,925 Shares Class A E3 Metals Corp. Common Shares Florence, Gregory C. 5 23/09/2019 10 0.4963 7,000 2,000 Eastern Zinc Corp. Common Shares Teniere, Paul John 5 31/03/2019 00 Eastern Zinc Corp. Options Teniere, Paul John 5 31/03/2019 00 Eastern Zinc Corp. Warrants Teniere, Paul John 5 31/03/2019 00 Eco (Atlantic) Oil & Gas Ltd. Common Shares Holzman, Gil 4 26/09/2019 10 0.148 33,865 Eco (Atlantic) Oil & Gas Ltd. Common Shares Holzman, Gil 4 26/09/2019 10 0.148 33,865 Eco (Atlantic) Oil & Gas Ltd. Common Shares Holzman, Gil 4 26/09/2019 10 1.48 5,562,686 33,865 Element Fleet Management Common Shares Gupta, Vineet 5 24/09/2019 10 10.59 30,000 10,000 Corp. (formerly Element Financial Corporation) Elixxer Ltd. Common Shares Zalt, Ferras 4 20/09/2019 10 0.0683 1,740,000 200,000 Emera Incorporated DSU Bertram, James Vance 4 18/09/2019 56 43.71 6,162 1,250 Emera Incorporated DSU Bertram, James Vance 4 18/09/2019 30 51.266 6,213 51 Emera Incorporated DSU Bragg, James Lee 4 18/09/2019 56 43.71 15,256 245 Emera Incorporated DSU Bragg, James Lee 4 18/09/2019 30 51.266 15,412 156 Emera Incorporated DSU Chrominska, Sylvia Dolores 4 18/09/2019 56 43.71 37,579 1,096 Emera Incorporated DSU Chrominska, Sylvia Dolores 4 18/09/2019 30 51.266 37,959 380 Emera Incorporated DSU Demone, Henry 4 18/09/2019 56 43.71 23,709 1,210 Emera Incorporated DSU Demone, Henry 4 18/09/2019 30 51.266 23,943 234 Emera Incorporated DSU Edgeworth, Allan Leslie 4 18/09/2019 30 51.266 62,397 644 Emera Incorporated DSU Eisenhauer, James Daniel 7 18/09/2019 30 51.266 55,344 566 Emera Incorporated DSU Eisenhauer, James Daniel 7 18/09/2019 30 43.71 980 Emera Incorporated DSU Eisenhauer, James Daniel 7 18/09/2019 56 43.71 56,324 980 Emera Incorporated DSU Eisenhauer, James Daniel 7 18/09/2019 30 51.266 56,329 5 Emera Incorporated DSU Greer, Sandra 7 18/09/2019 56 43.71 11,472 490 Emera Incorporated DSU Greer, Sandra 7 18/09/2019 30 51.266 11,586 114 Emera Incorporated DSU Harvey, Kent Michael 4 18/09/2019 56 43.71 5,349 720 Emera Incorporated DSU Harvey, Kent Michael 4 18/09/2019 30 51.266 5,397 48 Emera Incorporated DSU Ivany, Raymond Edmund 7 18/09/2019 56 43.71 23,227 490 Emera Incorporated DSU Ivany, Raymond Edmund 7 18/09/2019 30 51.266 23,464 237 Emera Incorporated DSU Loewen, Lynn 4 18/09/2019 56 43.71 31,734 1,221 Emera Incorporated DSU Loewen, Lynn 4 18/09/2019 30 51.266 32,052 318 Emera Incorporated DSU McLennan, John T. 7 18/09/2019 30 51.266 92,154 974 Emera Incorporated DSU Pether, Donald Allison 4 18/09/2019 56 43.71 53,195 1,250 Emera Incorporated DSU Pether, Donald Allison 4 18/09/2019 30 51.266 53,736 541 Emera Incorporated DSU Ramil, John 4 18/09/2019 56 43.71 17,249 1,347 Emera Incorporated DSU Ramil, John 4 18/09/2019 30 51.266 17,414 165 Emera Incorporated DSU Rosen, Andrea Sarah 4 18/09/2019 56 43.71 64,788 1,348 Emera Incorporated DSU Rosen, Andrea Sarah 4 18/09/2019 30 51.266 65,449 661 Emera Incorporated DSU Sergel, Richard 4 18/09/2019 56 43.71 19,542 720 Emera Incorporated DSU Sergel, Richard 4 18/09/2019 30 51.266 19,738 196 Emera Incorporated DSU SHEPPARD, Mary 4 18/09/2019 56 43.71 74,778 2,306 Jacqueline Emera Incorporated DSU SHEPPARD, Mary 4 18/09/2019 30 51.266 75,516 738 Jacqueline Emera Incorporated DSU SHEPPARD, Mary 4 18/09/2019 30 51.266 75,533 17 Jacqueline Emera Incorporated DSU Tilk, Jochen 4 18/09/2019 56 43.71 4,762 971 Emera Incorporated DSU Tilk, Jochen 4 18/09/2019 30 51.266 4,801 39 Empire Industries Ltd. Common Shares Quinn, Terence Patrick 4 19/09/2019 10 0.47 525,293 -10,000 Enbridge Inc. Common Shares Shamla, Bradley Francis 5 26/09/2019 51 23.3 51,035 5,000

October 3, 2019 (2019), 42 OSCB 7992

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Enbridge Inc. Common Shares Shamla, Bradley Francis 5 26/09/2019 38 47.3 48,572 -2,463 Enbridge Inc. Common Shares Shamla, Bradley Francis 5 26/09/2019 10 47.3 46,035 -2,537 Enbridge Inc. Options $23.295 ($46.59) Shamla, Bradley Francis 5 26/09/2019 51 23.295 5,400 -5,000 - February 16, 2020 Expiry Endurance Gold Corporation Common Shares Boyd, Robert T. 4, 5 17/09/2019 10 0.045 1,552,000 4,000 Endurance Gold Corporation Common Shares Boyd, Robert T. 4, 5 24/09/2019 10 0.045 1,553,000 1,000 Endurance Gold Corporation Common Shares Boyd, Robert T. 4, 5 26/09/2019 10 0.045 1,556,000 3,000 Endurance Gold Corporation Common Shares Boyd, Robert T. 4, 5 27/09/2019 10 0.04 1,561,000 5,000 Epsilon Energy Ltd. Common Shares Epsilon Energy Ltd. 1 25/09/2019 38 3.7797 363,530 3,200 Equitable Group Inc. Common Shares Beutel, Eric Marshall 4, 6 24/09/2019 10 103 0 -2,000 Equitable Group Inc. Common Shares Charron, Timothy Paul 7 25/09/2019 51 55.25 691 250 Equitable Group Inc. Common Shares Charron, Timothy Paul 7 25/09/2019 10 104.04 441 -250 Equitable Group Inc. Options Options granted Charron, Timothy Paul 7 25/09/2019 51 55.25 10,817 -250 Equitable Group Inc. Preferred Shares Series 3 LeGresley, David Malcolm 4 20/09/2019 10 24.05 6,000 1,300 Balfour Erdene Resource Common Shares Akerley, Peter 4, 5 23/09/2019 10 0.2 1,996,675 10,000 Development Corporation Erdene Resource Common Shares Jenkins, Robert 5 23/09/2019 10 0.2 308,500 10,000 Development Corporation Erdene Resource Common Shares Jenkins, Robert 5 24/09/2019 10 0.2 318,500 10,000 Development Corporation European Focused Dividend Trust Units European Focused 1 23/09/2019 38 7.85 1,001,300 700 Fund Dividend Fund European Focused Dividend Trust Units European Focused 1 25/09/2019 38 7.8171 1,002,000 700 Fund Dividend Fund European Focused Dividend Trust Units European Focused 1 26/09/2019 38 7.8343 1,002,700 700 Fund Dividend Fund European Residential Real Trust Units Puri, Poonam 6 13/06/2019 00 Estate Investment Trust European Residential Real Trust Units Puri, Poonam 6 17/09/2019 15 4.15 8,500 8,500 Estate Investment Trust European Residential Real Trust Units Schwartz, James Eli 6 29/03/2019 00 6,000 Estate Investment Trust Evergold Corp. Options Albert, Tracy 5 19/09/2019 00 265,000 Evergold Corp. Options Green, Darwin 4 19/09/2019 00 200,000 Evergold Corp. Options Hutchins, Monique 5 19/09/2019 00 50,000 Evergold Corp. Common Shares Keough, Kevin 4, 5 19/09/2019 00 482,710 Evergold Corp. Options Keough, Kevin 4, 5 19/09/2019 00 850,000 Evergold Corp. Warrants Keough, Kevin 4, 5 19/09/2019 00 567,500 Evergold Corp. Options Mitchell, Andrew James 5 19/09/2019 00 265,000 Evertz Technologies Limited Common Shares Piccioni, Brian 7 23/09/2019 11 11,000 8,000 Evertz Technologies Limited Common Shares Piccioni, Brian 7 23/09/2019 11 11,650 -8,000 Excelsior Mining Corp. Common Shares Renwick, Robin 4 23/09/2019 51 0.26 375,000 Excelsior Mining Corp. Common Shares Renwick, Robin 4 23/09/2019 51 0.26 375,000 375,000 Excelsior Mining Corp. Common Shares Renwick, Robin 4 24/09/2019 10 1.09 370,600 -4,400 Excelsior Mining Corp. Common Shares Renwick, Robin 4 24/09/2019 10 1.08 360,600 -10,000 Excelsior Mining Corp. Common Shares Renwick, Robin 4 25/09/2019 10 1.08 351,500 -9,100 Excelsior Mining Corp. Common Shares Renwick, Robin 4 25/09/2019 10 1.05 341,590 -9,910 Excelsior Mining Corp. Common Shares Renwick, Robin 4 25/09/2019 10 1.03 328,190 -13,400 Excelsior Mining Corp. Common Shares Renwick, Robin 4 25/09/2019 10 1.02 311,640 -16,550 Excelsior Mining Corp. Options Incentive Stock Renwick, Robin 4 23/09/2019 51 600,000 -500,000 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.37 5,503,400 3,500 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.36 5,504,200 800 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.35 5,504,800 600 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.34 5,504,900 100 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.3 5,511,300 6,400 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.29 5,511,900 600 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.25 5,518,300 6,400 Exco Technologies Limited Common Shares Kernaghan, Edward Hume 3, 4 26/09/2019 10 7.24 5,518,900 600

October 3, 2019 (2019), 42 OSCB 7993

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Experion Holdings Ltd. Units Restricted Share Black, Michael James 4 24/09/2019 50 0.18 56,250 31,250 (formerly Viridium Pacific Unit Convertible into Group Ltd.) Common Shares Experion Holdings Ltd. Units Restricted Share Dickie, William Kenneth 4 10/06/2019 00 (formerly Viridium Pacific Unit Convertible into Group Ltd.) Common Shares Experion Holdings Ltd. Units Restricted Share Dickie, William Kenneth 4 24/09/2019 50 0.18 25,000 25,000 (formerly Viridium Pacific Unit Convertible into Group Ltd.) Common Shares Experion Holdings Ltd. Units Restricted Share Dumaresq, Joel 4 06/06/2019 00 (formerly Viridium Pacific Unit Convertible into Group Ltd.) Common Shares Experion Holdings Ltd. Units Restricted Share Dumaresq, Joel 4 24/09/2019 50 0.18 31,250 31,250 (formerly Viridium Pacific Unit Convertible into Group Ltd.) Common Shares Experion Holdings Ltd. Units Restricted Share Echino, Deni Mario 4 24/09/2019 50 0.18 75,000 25,000 (formerly Viridium Pacific Unit Convertible into Group Ltd.) Common Shares Explorex Resources Inc. Common Shares BELLA, JEROME , 4 20/09/2019 11 0.2 112,000 62,500 MICHAEL Explorex Resources Inc. Common Shares Mustard, James 4, 5 20/09/2019 30 0.2 393,625 55,125 Explorex Resources Inc. Common Shares Richards, Elizabeth 5 20/09/2019 11 0.2 114,375 64,375 Explorex Resources Inc. Common Shares Schellenberg, Gary David 4 20/09/2019 11 0.2 492,500 192,500 Albert Explorex Resources Inc. Common Shares Schellenberg, Gary David 4 20/09/2019 11 0.2 715,500 60,000 Albert Explorex Resources Inc. Common Shares Wishart, William 3, 4, 2 20/09/2019 30 0.2 816,200 150,000 Facedrive Inc. (formerly High Common Shares Jeyaraj, Hamilton 4 16/09/2019 00 24,727 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Khan, Imran Ali 3 16/09/2019 00 769,617 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Khan, Imran Ali 3 16/09/2019 00 2,101,443 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Lee, Heung Hung 5 16/09/2019 00 73,990 Mountain Capital Corporation) Facedrive Inc. (formerly High Options Lewis, Cheryl Ann 5 16/09/2019 00 49,527 Mountain Capital Corporation) Facedrive Inc. (formerly High Restricted Share Units Lewis, Cheryl Ann 5 16/09/2019 00 49,527 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Malar Group Inc. 3 16/09/2019 00 2,243,076 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Navaratnam, Sayanthan 4, 5 16/09/2019 00 769,617 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Navaratnam, Sayanthan 4, 5 16/09/2019 00 739,903 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Navaratnam, Sayanthan 4, 5 16/09/2019 00 2,243,076 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Razvi, Junaid 4, 5 16/09/2019 00 769,617 Mountain Capital Corporation) Facedrive Inc. (formerly High Common Shares Razvi, Junaid 4, 5 16/09/2019 00 618,654 Mountain Capital Corporation) Falcon Gold Corp. Common Shares Farley, James Donald 4 24/09/2019 10 0.05 2,099,400 6,000 Falcon Gold Corp. Common Shares Rayani, Karim 4 23/09/2019 10 0.045 3,066,000 20,000 Fennec Pharmaceuticals Options Jodi, Cook 4 23/09/2019 00 Inc. Firm Capital Mortgage Common Shares Baril, Boris 5 15/07/2019 30 13.62 2,745 15 Investment Corporation

October 3, 2019 (2019), 42 OSCB 7994

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Firm Capital Mortgage Common Shares Baril, Boris 5 15/08/2019 30 13.66 2,760 15 Investment Corporation Firm Capital Mortgage Common Shares Baril, Boris 5 21/08/2019 10 13.92 15 -2,745 Investment Corporation Firm Capital Mortgage Common Shares Baril, Boris 5 27/08/2019 10 13.78 0 -15 Investment Corporation First Majestic Silver Corp. Options Hsia, Sophie Emmanuelle 5 20/09/2019 00 100,000 First Majestic Silver Corp. Common Shares Mallory, William James 5 25/09/2019 51 6.84 15,000 15,000 First Majestic Silver Corp. Common Shares Mallory, William James 5 25/09/2019 10 13.9 0 -15,000 First Majestic Silver Corp. Options Mallory, William James 5 25/09/2019 51 6.84 117,477 -15,000 Flower One Holdings Inc. Common Shares Fox, Karl Kenneth 7 26/09/2019 10 1.72 382,620 -2,300 (formerly Theia Resources Ltd.) Fortress Global Enterprises Common Shares Class A Wasilenkoff, Chadwick 3 24/09/2019 10 0.12 1,388,302 -97,000 Inc. (formerly Fortress Paper voting without par value James Ltd.) Fortress Global Enterprises Common Shares Class A Wasilenkoff, Chadwick 3 26/09/2019 10 0.12 -30,000 Inc. (formerly Fortress Paper voting without par value James Ltd.) Fortress Global Enterprises Common Shares Class A Wasilenkoff, Chadwick 3 26/09/2019 10 0.12 1,357,802 -30,500 Inc. (formerly Fortress Paper voting without par value James Ltd.) Fortress Global Enterprises Common Shares Class A Wasilenkoff, Chadwick 3 27/09/2019 10 0.12 1,327,802 -30,000 Inc. (formerly Fortress Paper voting without par value James Ltd.) FPX Nickel Corp. (formerly Common Shares Pease, Robert 4 19/09/2019 15 0.15 958,300 133,300 First Point Minerals Corp.) Freegold Ventures Limited Warrants Resource Capital Fund VI 3 19/09/2019 55 0 -2,083,500 L.P. Frontline Gold Corporation Common Shares Henry, Walter 4, 5 26/09/2019 10 0.01 23,614,328 94,000 Galaxy Digital Holdings Ltd. Common Shares Tavoso, Richard 7 16/09/2019 10 1.85 1,504,904 -4,000 Galaxy Digital Holdings Ltd. Common Shares Tavoso, Richard 7 16/09/2019 10 1.9 1,499,904 -5,000 Galaxy Digital Holdings Ltd. Common Shares Tavoso, Richard 7 17/09/2019 10 1.852 1,494,904 -5,000 Generation Mining Limited Common Shares Knoll, Kerry 4 19/09/2019 10 0.24 2,467,502 3,000 Generation Mining Limited Common Shares Knoll, Kerry 4 19/09/2019 10 0.245 2,476,002 8,500 Generation Mining Limited Common Shares Knoll, Kerry 4 19/09/2019 10 0.25 2,484,502 8,500 Generation Mining Limited Common Shares Knoll, Kerry 4 20/09/2019 10 0.24 2,499,502 15,000 Genesis Land Development Common Shares Mitchell, Garfield Robert 3 25/09/2019 10 2.3 16,380,520 1,000 Corp. Genesis Land Development Common Shares Mitchell, Garfield Robert 3 26/09/2019 10 2.3 16,381,520 1,000 Corp. Genesis Metals Corp Warrants Hohol, Keenan Harry 4 25/09/2019 55 175,000 -62,500 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 19/09/2019 10 0.06 1,997,500 20,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 19/09/2019 10 0.06 2,027,500 30,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 20/09/2019 10 0.06 2,100,500 73,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 24/09/2019 10 0.06 2,129,500 29,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 24/09/2019 10 0.06 2,304,500 175,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 25/09/2019 10 0.06 2,329,500 25,000 (formerly Entourage Metals Ltd.) Genesis Metals Corp Common Shares Sundar, Jeffrey Rohit 4, 5 26/09/2019 10 0.06 2,349,500 20,000 (formerly Entourage Metals Ltd.) GENIUS METALS INC. Common Shares Goulet, Guy 5 25/09/2019 10 0.185 1,248,186 1,000 GENIUS METALS INC. Common Shares Goulet, Guy 5 26/09/2019 10 0.19 1,285,186 37,000

October 3, 2019 (2019), 42 OSCB 7995

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed GENIUS METALS INC. Common Shares Goulet, Guy 5 27/09/2019 10 0.2 1,300,186 15,000 George Weston Limited Common Shares Wasti, Rashid 5 24/09/2019 51 104.81 14,210 4,010 George Weston Limited Common Shares Wasti, Rashid 5 24/09/2019 10 113.06 10,200 -4,010 George Weston Limited Options Wasti, Rashid 5 24/09/2019 51 87,830 -4,010 GFG Resources Inc. Common Shares Skanderbeg, Brian Neville 5 24/09/2019 10 0.19 3,276,300 32,500 GK Resources Ltd. Common Shares McDonald, Ian 4, 5 23/09/2019 10 0.12 2,588,500 500 Glance Technologies Inc. Common Shares Hoyles, Jonathan 5 19/09/2019 10 0.045 196,900 70,000 Glance Technologies Inc. Common Shares Hoyles, Jonathan 5 20/09/2019 10 0.04 355,900 159,000 Glance Technologies Inc. Common Shares Hoyles, Jonathan 5 23/09/2019 10 0.04 365,900 10,000 Glance Technologies Inc. Common Shares Hoyles, Jonathan 5 24/09/2019 10 0.04 370,900 5,000 Glance Technologies Inc. Common Shares Hoyles, Jonathan 5 20/09/2019 10 0.0427 156,500 74,000 Global Dividend Growers Trust Units Global Dividend Growers 1 20/09/2019 38 12.57 5,310,605 400 Income Fund Income Fund Globex Mining Enterprises Common Shares Globex Mining Enterprises 1 24/09/2019 38 0.375 9,000 9,000 Inc. Inc. Golden Leaf Holdings Ltd. Options Martin, Larry Howard 4 26/01/2019 00 Golden Leaf Holdings Ltd. Options Martin, Larry Howard 4 26/01/2019 00 3,500,000 Goldeneye Resources Corp. Common Shares Balderson, Geoffrey 4, 5 18/09/2019 10 0.055 461,750 -7,000 Goldeneye Resources Corp. Common Shares Balderson, Geoffrey 4, 5 18/09/2019 10 0.05 388,750 -73,000 Goldeneye Resources Corp. Common Shares Balderson, Geoffrey 4, 5 24/09/2019 10 0.06 368,750 -20,000 Goldeneye Resources Corp. Common Shares Balderson, Geoffrey 4, 5 24/09/2019 10 0.055 328,750 -40,000 Goldeneye Resources Corp. Common Shares Balderson, Geoffrey 4, 5 25/09/2019 10 0.05 0 -328,750 Goldmoney Inc. (formerly Common Shares Fray, steve 5 24/09/2019 10 2.35 12,157 -9,500 BitGold Inc.) Goldspot Discoveries Corp. Common Shares Inwentash, Sheldon 6 20/09/2019 10 0.15 13,321,823 -30,000 (formerly, Duckworth Capital Corp.) Goldspot Discoveries Corp. Common Shares Inwentash, Sheldon 6 23/09/2019 10 0.1302 13,096,823 -225,000 (formerly, Duckworth Capital Corp.) Goldspot Discoveries Corp. Common Shares Inwentash, Sheldon 6 24/09/2019 10 0.1278 12,696,823 -400,000 (formerly, Duckworth Capital Corp.) Goldspot Discoveries Corp. Common Shares ThreeD Capital Inc. 3 20/09/2019 10 0.15 13,321,823 -30,000 (formerly, Duckworth Capital Corp.) Goldspot Discoveries Corp. Common Shares ThreeD Capital Inc. 3 23/09/2019 10 0.1302 13,096,823 -225,000 (formerly, Duckworth Capital Corp.) Goldspot Discoveries Corp. Common Shares ThreeD Capital Inc. 3 24/09/2019 10 0.1278 12,696,823 -400,000 (formerly, Duckworth Capital Corp.) good natured Products Inc. Common Shares Antoniadis, Paul John 4 23/09/2019 36 0.15 2,093,666 866,666 (formerly Solegear Bioplastic Technologies Inc.) good natured Products Inc. Convertible Debentures Antoniadis, Paul John 4 23/09/2019 36 0.15 $0 -$130,000 (formerly Solegear Bioplastic Technologies Inc.) Gran Colombia Gold Corp. Common Shares de Greiff, Monica 4 14/06/2018 00 Gran Colombia Gold Corp. Common Shares de Greiff, Monica 4 23/09/2019 51 3.16 25,000 25,000 Gran Colombia Gold Corp. Common Shares de Greiff, Monica 4 23/09/2019 10 5.3124 0 -25,000 Gran Colombia Gold Corp. Options de Greiff, Monica 4 23/09/2019 51 3.16 30,000 -25,000 Gran Colombia Gold Corp. 2024 Gold-Linked Notes Iacono, Serafino 4, 5 25/09/2019 10 1.05 $6,991,502 $15,000 Gran Colombia Gold Corp. Common Shares Metcalfe, Robert 4 26/09/2019 51 2.55 22,493 22,000 Gran Colombia Gold Corp. Common Shares Metcalfe, Robert 4 26/09/2019 10 5.5682 493 -22,000 Gran Colombia Gold Corp. Options Metcalfe, Robert 4 26/09/2019 51 2.55 108,000 -22,000 Gran Colombia Gold Corp. Common Shares NOGUERA, JOSE 5 26/09/2019 51 3.67 15,500 15,500 Gran Colombia Gold Corp. Common Shares NOGUERA, JOSE 5 26/09/2019 10 5.6065 0 -15,500 Gran Colombia Gold Corp. Options NOGUERA, JOSE 5 26/09/2019 51 3.67 47,000 -15,500 Grande West Transportation Common Shares LaGourgue, John 4 25/09/2019 10 0.54 335,526 -10,000 Group Inc. Granite Real Estate Trust Units (traded as a Gorrie, Kevan Stuart 4, 5 23/09/2019 10 63.95 30,880 475 Investment Trust component of stapled units)

October 3, 2019 (2019), 42 OSCB 7996

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Granite REIT Inc. Common Shares (traded Gorrie, Kevan Stuart 4, 5 23/09/2019 10 63.95 30,880 475 as a component of stapled units) Granite REIT Inc. Performance Share Units KUMER, LORNE 5 03/01/2013 00 Granite REIT Inc. Performance Share Units KUMER, LORNE 5 24/09/2019 56 63.98 3,603 3,603 Granite REIT Inc. Restricted Share Units KUMER, LORNE 5 24/09/2019 56 63.98 21,544 2,402 Green Thumb Industries Inc. Options Miller, Matthew S. 5 13/09/2019 00 75,000 (formerly Bayswater Uranium Corporation) Green Thumb Industries Inc. Rights Restricted Share Miller, Matthew S. 5 13/09/2019 00 75,000 (formerly Bayswater Units Uranium Corporation) Greenlane Renewables Inc. Special Warrants Demers, David Robert 4 09/08/2019 36 -1,500,000 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Special Warrants Demers, David Robert 4 09/08/2019 36 0 -1,500,000 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Special Warrants Demers, David Robert 4 09/08/2019 36 -319,330 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Special Warrants Demers, David Robert 4 09/08/2019 36 0 -319,330 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Subscription Rights Demers, David Robert 4 03/06/2019 36 -1,500,000 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Subscription Rights Demers, David Robert 4 03/06/2019 36 0 -1,500,000 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Special Warrants Marchant, Peter Bradley 4 09/08/2019 36 0 -15,000 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Subscription Rights Marchant, Peter Bradley 4 09/12/2018 00 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Subscription Rights Marchant, Peter Bradley 4 30/05/2019 16 15,000 15,000 (formerly, Creation Capital Corp.) Greenlane Renewables Inc. Subscription Rights Marchant, Peter Bradley 4 03/06/2019 36 0 -15,000 (formerly, Creation Capital Corp.) Grown Rogue International Common Shares Gledhill, Stephen Mark 5 27/09/2019 46 0.21 85,500 75,000 Inc. Grown Rogue International Common Shares Strickler, J. Obie 3, 4, 5 24/09/2019 10 0.2 28,709,266 4,000 Inc. Grown Rogue International Common Shares Strickler, J. Obie 3, 4, 5 25/09/2019 10 0.215 28,712,266 3,000 Inc. Halio Energy Inc. (Formerly: Common Shares Ross, Charles Edward 4 25/09/2019 11 0 -67,500 Everest Ventures Inc.) Halo Labs Inc. (formerly Common Shares Turman, Andrew 4 22/07/2019 00 1,002,829 Apogee Opportunities Inc.) Halo Labs Inc. (formerly Warrants Turman, Andrew 4 22/07/2019 00 97,530 Apogee Opportunities Inc.) Halo Labs Inc. (formerly Warrants Turman, Andrew 4 22/07/2019 53 0.8 197,530 100,000 Apogee Opportunities Inc.) Hamilton Thorne Ltd. Common Shares Gendron, Dean Paul 4 19/02/200700 Hamilton Thorne Ltd. Common Shares Gendron, Dean Paul 4 24/09/2019 48 - Acquisition 12,966 12,966 by inheritance or disposition by bequest Happy Creek Minerals Ltd. Common Shares blann, David 5 24/09/2019 16 0.12 5,328,501 580,000 Happy Creek Minerals Ltd. Common Shares Cathro, Mike 4 24/09/2019 16 0.12 430,000 80,000 Happy Creek Minerals Ltd. Common Shares Lee, Richard Manning 5 24/09/2019 11 0.14 209,667 143,000 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 09/01/2017 00 Happy Creek Minerals Ltd. Common Shares Segsworth, Walter Thomas 4 24/09/2019 11 0.12 416,667 416,667 Harvest One Cannabis Inc. Options Bayfield, Andrew 5 03/09/2019 00 Harvest One Cannabis Inc. Options Bayfield, Andrew 5 04/09/2019 50 400,000 400,000

October 3, 2019 (2019), 42 OSCB 7997

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Hemisphere Energy Common Shares Arthur, Andrew John 5 23/09/2019 10 0.155 706,500 60,000 Corporation Hemisphere Energy Common Shares Arthur, Andrew John 5 24/09/2019 10 0.15 721,500 15,000 Corporation Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 25/02/2019 90 2,312,598 -87,402 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 25/02/2019 90 2,298,962 -13,636 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 25/02/2019 90 2,285,326 -13,636 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 18/09/2019 11 0.39 1,035,326 -1,250,000 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 04/09/2018 00 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 25/02/2019 90 87,402 87,402 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 04/09/2018 00 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 25/02/2019 90 13,636 13,636 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Senger, Debra Lynn 4 25/02/2019 90 27,272 13,636 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Options Senger, Debra Lynn 4 04/09/2018 00 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Options Senger, Debra Lynn 4 04/09/2018 00 2,000,000 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Options Senger, Debra Lynn 4 08/02/2019 50 250,000 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Options Senger, Debra Lynn 4 08/02/2019 50 2,250,000 250,000 Corp. (formerly Umbral Energy Corp.) Heritage Cannabis Holdings Common Shares Sharples, Clint 4 23/09/2019 10 0.33 3,390,000 100,000 Corp. (formerly Umbral Energy Corp.) HeyBryan Media Inc. Common Shares HUANG, YU CAI 5 15/08/2019 00 150,000 HeyBryan Media Inc. Options HUANG, YU CAI 5 15/08/2019 00 100,000 HeyBryan Media Inc. Warrants HUANG, YU CAI 5 15/08/2019 00 100,000 HeyBryan Media Inc. Options Margaris, Spiros 4 15/08/2019 00 500,000 HeyBryan Media Inc. Common Shares Montgomery, Lance William 4, 5 15/08/2019 00 1,949,997 HeyBryan Media Inc. Options Montgomery, Lance William 4, 5 15/08/2019 00 450,000 HeyBryan Media Inc. Options Montgomery, Lance William 4, 5 15/08/2019 00 100,000 HeyBryan Media Inc. Warrants Montgomery, Lance William 4, 5 15/08/2019 00 1,949,997 HeyBryan Media Inc. Common Shares Petersen, Nevin Wayne 5 15/08/2019 00 1,949,997 HeyBryan Media Inc. Options Petersen, Nevin Wayne 5 15/08/2019 00 300,000 HeyBryan Media Inc. Warrants Petersen, Nevin Wayne 5 15/08/2019 00 1,949,997 HeyBryan Media Inc. Common Shares White, Penny Olga 3, 4 15/08/2019 00 12,727,500 HeyBryan Media Inc. Common Shares White, Penny Olga 3, 4 15/08/2019 00 2,500,000 HeyBryan Media Inc. Common Shares White, Penny Olga 3, 4 15/08/2019 00 1,354,000 HeyBryan Media Inc. Options White, Penny Olga 3, 4 15/08/2019 00 200,000 HeyBryan Media Inc. Warrants White, Penny Olga 3, 4 15/08/2019 00 8,750,000 HeyBryan Media Inc. Warrants White, Penny Olga 3, 4 15/08/2019 00 1,250,000 HeyBryan Media Inc. Warrants White, Penny Olga 3, 4 15/08/2019 00 1,354,000 High Point Exploration Inc. Common Shares Hahn, Jesse Dale 4 27/09/2018 00 58,000

October 3, 2019 (2019), 42 OSCB 7998

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed HighGold Mining Inc. Common Shares Cinnamond, Michael 4 01/08/2019 00 Andrew HighGold Mining Inc. Common Shares Cinnamond, Michael 4 01/08/2019 11 140,000 140,000 Andrew HighGold Mining Inc. Options Cinnamond, Michael 4 01/08/2019 00 Andrew HighGold Mining Inc. Options Cinnamond, Michael 4 16/09/2019 50 0.45 150,000 150,000 Andrew HighGold Mining Inc. Warrants Cinnamond, Michael 4 01/08/2019 00 Andrew HighGold Mining Inc. Warrants Cinnamond, Michael 4 19/08/2019 16 0.45 70,000 70,000 Andrew HighGold Mining Inc. Common Shares Cunningham-Dunlop, Ian 5 23/07/2019 15 0.2 187,000 175,000 Richard HighGold Mining Inc. Warrants Cunningham-Dunlop, Ian 5 26/06/2019 00 Richard HighGold Mining Inc. Warrants Cunningham-Dunlop, Ian 5 23/07/2019 15 1 175,000 175,000 Richard HighGold Mining Inc. Common Shares Nemeth, Naomi 5 01/08/2019 00 HighGold Mining Inc. Common Shares Nemeth, Naomi 5 01/08/2019 11 75,000 75,000 HighGold Mining Inc. Options Nemeth, Naomi 5 01/08/2019 00 HighGold Mining Inc. Options Nemeth, Naomi 5 16/09/2019 50 0.45 150,000 150,000 HighGold Mining Inc. Options (entitlements Nemeth, Naomi 5 01/08/2019 11 0.2 -75,000 granted under 08-01- 2019 spin-out transaction) HighGold Mining Inc. Options (entitlements Nemeth, Naomi 5 01/08/2019 11 0.2 -75,000 granted under 08-01- 2019 spin-out transaction) HighGold Mining Inc. Options (entitlements Nemeth, Naomi 5 16/09/2019 50 0.45 150,000 granted under 08-01- 2019 spin-out transaction) HighGold Mining Inc. Options (entitlements Nemeth, Naomi 5 16/09/2019 50 0.45 150,000 granted under 08-01- 2019 spin-out transaction) HighGold Mining Inc. Warrants Nemeth, Naomi 5 01/08/2019 00 HighGold Mining Inc. Warrants Nemeth, Naomi 5 19/08/2019 16 0.45 37,500 37,500 Holloway Lodging Common Shares Clarke Inc. 3 20/09/2019 10 8.15 3,043,834 1,000 Corporation Home Capital Group Inc. Common Shares Henderson, Dinah 5 25/09/2019 10 24.765 13,204 -4,000 Home Capital Group Inc. Common Shares Henderson, Dinah 5 25/09/2019 10 25 9,204 -4,000 Hudbay Minerals Inc. Common Shares GMT Capital Corp 3 23/09/2019 10 3.76 6,958,490 -65,200 (formerly HudBay Minerals Inc.) Hudbay Minerals Inc. Common Shares GMT Capital Corp 3 23/09/2019 10 3.76 7,964,920 -74,600 (formerly HudBay Minerals Inc.) Hudbay Minerals Inc. Common Shares GMT Capital Corp 3 23/09/2019 10 3.76 11,522,490 -107,900 (formerly HudBay Minerals Inc.) Hudbay Minerals Inc. Common Shares GMT Capital Corp 3 23/09/2019 10 3.76 242,420 -2,300 (formerly HudBay Minerals Inc.) Hudbay Minerals Inc. Common Shares GMT Capital Corp 3 23/09/2019 10 3.76 1,040,800 -9,800 (formerly HudBay Minerals Inc.) Hudson's Bay Company Common Shares Gold, Stephen J. 5 29/05/2018 00 Hudson's Bay Company Common Shares Gold, Stephen J. 5 18/09/2019 57 10.076 8,971 8,971 Hudson's Bay Company Common Shares Gold, Stephen J. 5 18/09/2019 57 10.076 5,923 -3,048 Hudson's Bay Company Restricted Share Units Gold, Stephen J. 5 18/09/2019 57 10.076 358,984 -8,971 Hut 8 Mining Corp. (formerly, Common Shares Kiguel, Andrew 4, 5 24/09/2019 10 2.03 255,933 400 Oriana Resources Corporation) Hut 8 Mining Corp. (formerly, Common Shares Kiguel, Andrew 4, 5 24/09/2019 10 2.04 258,433 2,500 Oriana Resources Corporation)

October 3, 2019 (2019), 42 OSCB 7999

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Hut 8 Mining Corp. (formerly, Common Shares Kiguel, Andrew 4, 5 24/09/2019 10 2.05 280,533 22,100 Oriana Resources Corporation) iA Financial Corporation Inc. Common Shares Gignac, Clément 5 24/09/2019 51 55.85 5,000 5,000 iA Financial Corporation Inc. Common Shares Gignac, Clément 5 24/09/2019 10 60.267 0 -5,000 iA Financial Corporation Inc. Options Gignac, Clément 5 24/09/2019 51 55.85 7,500 -5,000 iA Financial Corporation Inc. Common Shares Ricard, Denis 5 20/09/2019 51 38.48 30,300 300 iA Financial Corporation Inc. Common Shares Ricard, Denis 5 20/09/2019 10 60.22 30,000 -300 iA Financial Corporation Inc. Common Shares Ricard, Denis 5 24/09/2019 51 38.48 35,700 5,700 iA Financial Corporation Inc. Common Shares Ricard, Denis 5 24/09/2019 10 60.22 30,000 -5,700 iA Financial Corporation Inc. Options Ricard, Denis 5 20/09/2019 51 38.48 280,033 -300 iA Financial Corporation Inc. Options Ricard, Denis 5 24/09/2019 51 38.48 274,333 -5,700 iAnthus Capital Holdings, Common Shares Ford, Hadley 4, 5 11/09/2019 11 2,046,500 1,812,500 Inc. iAnthus Capital Holdings, Common Shares Ford, Hadley 4, 5 11/09/2019 11 3,859,000 1,812,500 Inc. iAnthus Capital Holdings, Exchangeable Shares Ford, Hadley 4, 5 11/09/2019 36 0 -1,812,500 Inc. Class A convertible restricted voting Shares iAnthus Capital Holdings, Common Shares Maslow, Randy 3, 4, 5 11/09/2019 11 2,732,500 2,712,500 Inc. iAnthus Capital Holdings, Exchangeable Shares Maslow, Randy 3, 4, 5 11/09/2019 36 0 -2,712,500 Inc. Class A convertible restricted voting Shares IBC Advanced Alloys Corp. Common Shares Smith, Mark 4 25/09/2019 51 0.375 3,462,659 172,478 IBC Advanced Alloys Corp. Common Shares Smith, Mark 4 25/09/2019 51 0.31 3,512,659 50,000 IBC Advanced Alloys Corp. Options Smith, Mark 4 25/09/2019 51 0.375 150,000 -172,478 IBC Advanced Alloys Corp. Options Smith, Mark 4 25/09/2019 51 0.31 100,000 -50,000 Imagination Park Common Shares Inwentash, Sheldon 4, 6 20/09/2019 10 0.021 750,000 -1,886,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares Inwentash, Sheldon 4, 6 23/09/2019 10 0.02 0 -750,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 17/09/2019 10 0.025 -657,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 17/09/2019 10 0.025 -657,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 18/09/2019 10 0.025 -113,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 18/09/2019 10 0.025 -113,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 19/09/2019 10 0.025 -507,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 19/09/2019 10 0.025 -507,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 20/09/2019 10 0.021 -1,886,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.) Imagination Park Common Shares ThreeD Capital Inc. 3 20/09/2019 10 0.021 -1,886,000 Technologies Inc. (formerly Imagination Park Entertainment Inc.)

October 3, 2019 (2019), 42 OSCB 8000

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed IMC International Mining Options Aujla, Harwinder Singh 4 05/09/2018 00 Corp. Mike IMC International Mining Options Aujla, Harwinder Singh 4 24/09/2019 50 0.32 50,000 50,000 Corp. Mike IMC International Mining Options Aujla, Harwinder Singh 4 24/09/2019 50 0.32 100,000 50,000 Corp. Mike IMC International Mining Common Shares McMillan, David 4 12/09/2018 00 Corp. IMC International Mining Options McMillan, David 4 12/09/2018 00 Corp. IMC International Mining Options McMillan, David 4 24/09/2019 50 0.32 50,000 50,000 Corp. IMC International Mining Options McMillan, David 4 24/09/2019 50 0.32 100,000 50,000 Corp. IMC International Mining Common Shares Parmar, Amandeep Singh 3 22/09/2019 00 1,412,057 Corp. IMC International Mining Warrants Parmar, Amandeep Singh 3 22/09/2019 00 1,060,000 Corp. IMC International Mining Common Shares Rae Ventures Inc. 3 22/09/2019 00 1,551,057 Corp. IMC International Mining Options Rae Ventures Inc. 3 22/09/2019 00 7,500 Corp. IMC International Mining Options Rae Ventures Inc. 3 22/09/2019 15 1 42,500 35,000 Corp. IMC International Mining Options Rae Ventures Inc. 3 24/09/2019 50 0.32 342,500 300,000 Corp. IMC International Mining Warrants Rae Ventures Inc. 3 22/09/2019 00 120,000 Corp. IMC International Mining Options Thurston, Brian 4, 5 24/09/2019 50 0.32 175,000 150,000 Corp. iMining Blockchain and Common Shares Arca, Gary Vittorio 4, 5 19/09/2019 11 0.0001 1,187,283 468,750 Cryptocurrency Inc. iMining Blockchain and Common Shares Eadie, Robert 4, 5 19/09/2019 11 0.0001 5,181,875 1,171,875 Cryptocurrency Inc. Imperial Oil Limited Common Shares Exxon Mobil Corporation 3 20/09/2019 38 36.19 524,702,516 -108,550 Imperial Oil Limited Common Shares Exxon Mobil Corporation 3 23/09/2019 38 36.19 524,593,965 -108,551 Imperial Oil Limited Common Shares Exxon Mobil Corporation 3 24/09/2019 38 35.57 524,485,415 -108,550 Inca One Gold Corp. Options HART, Kevin Ryan 5 25/08/2019 52 0.1 4,000,000 -1,000,000 Inca One Gold Corp. Warrants HART, Kevin Ryan 5 23/09/2019 55 0.15 1,000,000 -250,000 InnoCan Pharma Common Shares MacDonald, William Colin 1 13/09/2019 00 750,000 Corporation InnoCan Pharma Options MacDonald, William Colin 1 13/09/2019 00 500,000 Corporation Inomin Mines Inc. Options Yeomans, William 4 27/09/2019 00 Interlapse Technologies Common Shares Guidi, Alex P. 3 23/09/2019 10 0.4 3,098,852 5,000 Corp. (formerly Coronado Resources Ltd.) Interlapse Technologies Common Shares Guidi, Alex P. 3 25/09/2019 10 0.41 3,117,352 18,500 Corp. (formerly Coronado Resources Ltd.) International Petroleum Common Shares Bruijnzeels, Christiaan 4 20/06/2019 10 5.75 50,000 50,000 Corporation International Prospect Common Shares Lexam VG Gold Inc. 3 24/09/2019 10 0.095 3,427,500 -25,000 Ventures Ltd. (formerly Uranium Valley Mines Ltd.) International Prospect Common Shares Lexam VG Gold Inc. 3 26/09/2019 10 0.095 3,330,500 -97,000 Ventures Ltd. (formerly Uranium Valley Mines Ltd.) Invesque Inc. (formerly, Common Shares Magnetar Financial, LLC 3 15/09/2019 11 5.9578 338,903 2,599 Mainstreet Health Investments Inc.) Invesque Inc. (formerly, Common Shares Magnetar Financial, LLC 3 15/09/2019 11 5.9578 276,472 2,120 Mainstreet Health Investments Inc.) Invesque Inc. (formerly, Common Shares Magnetar Financial, LLC 3 15/09/2019 11 5.9578 4,275,037 32,784 Mainstreet Health Investments Inc.)

October 3, 2019 (2019), 42 OSCB 8001

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Invesque Inc. (formerly, Common Shares Magnetar Financial, LLC 3 15/09/2019 11 5.9578 2,391,771 18,342 Mainstreet Health Investments Inc.) Invesque Inc. (formerly, Common Shares Magnetar Financial, LLC 3 15/09/2019 11 5.9578 1,526,642 13,255 Mainstreet Health Investments Inc.) Invesque Inc. (formerly, Common Shares Magnetar Financial, LLC 3 15/09/2019 11 5.9578 2,430,404 18,638 Mainstreet Health Investments Inc.) Iplayco Corporation Ltd. Common Shares Macdonald, Barry Gordon 4, 5 23/09/2019 00 Irving Resources Inc. Common Shares Sharp, Lisa 5 24/09/2019 10 2.65 123,000 -5,000 James E. Wagner Common Shares Bexon, Daniel Peter 5 20/09/2019 51 0.46 900,000 150,000 Cultivation Corporation James E. Wagner Common Shares Bexon, Daniel Peter 5 20/09/2019 11 0.6 750,000 -150,000 Cultivation Corporation James E. Wagner Common Shares Bexon, Daniel Peter 5 20/09/2019 51 0.46 769,565 19,565 Cultivation Corporation James E. Wagner Options Bexon, Daniel Peter 5 20/09/2019 51 332,608 -150,000 Cultivation Corporation James E. Wagner Options Bexon, Daniel Peter 5 20/09/2019 51 313,043 -19,565 Cultivation Corporation James E. Wagner Common Shares FOSTER, LAURA EMMA 4, 5 20/09/2019 51 0.46 1,902,173 150,000 Cultivation Corporation ELIZABETH James E. Wagner Common Shares FOSTER, LAURA EMMA 4, 5 20/09/2019 11 0.6 1,752,173 -150,000 Cultivation Corporation ELIZABETH James E. Wagner Common Shares FOSTER, LAURA EMMA 4, 5 20/09/2019 51 0.46 1,771,738 19,565 Cultivation Corporation ELIZABETH James E. Wagner Options FOSTER, LAURA EMMA 4, 5 20/09/2019 51 394,807 -150,000 Cultivation Corporation ELIZABETH James E. Wagner Options FOSTER, LAURA EMMA 4, 5 20/09/2019 51 375,242 -19,565 Cultivation Corporation ELIZABETH James E. Wagner Common Shares Werth, William Robert 5 19/09/2019 51 0.46 275,982 75,000 Cultivation Corporation James E. Wagner Common Shares Werth, William Robert 5 19/09/2019 11 0.6 200,982 -75,000 Cultivation Corporation James E. Wagner Common Shares Werth, William Robert 5 19/09/2019 51 0.46 210,764 9,782 Cultivation Corporation James E. Wagner Options Werth, William Robert 5 19/09/2019 51 74,565 -75,000 Cultivation Corporation James E. Wagner Options Werth, William Robert 5 19/09/2019 51 64,783 -9,782 Cultivation Corporation James E. Wagner Common Shares Woodworth, Adam Peter 5 19/09/2019 51 0.46 3,879,347 375,000 Cultivation Corporation John James E. Wagner Common Shares Woodworth, Adam Peter 5 19/09/2019 11 0.6 3,504,347 -375,000 Cultivation Corporation John James E. Wagner Common Shares Woodworth, Adam Peter 5 19/09/2019 51 0.46 3,553,260 48,913 Cultivation Corporation John James E. Wagner Options Woodworth, Adam Peter 5 19/09/2019 51 706,521 -375,000 Cultivation Corporation John James E. Wagner Options Woodworth, Adam Peter 5 19/09/2019 51 657,608 -48,913 Cultivation Corporation John James E. Wagner Common Shares Woodworth, Krysta Marie 5 19/09/2019 51 0.46 4,161,478 150,000 Cultivation Corporation Elizabeth James E. Wagner Common Shares Woodworth, Krysta Marie 5 19/09/2019 11 0.6 4,011,478 -150,000 Cultivation Corporation Elizabeth James E. Wagner Common Shares Woodworth, Krysta Marie 5 19/09/2019 51 0.46 4,031,043 19,565 Cultivation Corporation Elizabeth James E. Wagner Options Woodworth, Krysta Marie 5 19/09/2019 51 365,695 -150,000 Cultivation Corporation Elizabeth James E. Wagner Options Woodworth, Krysta Marie 5 19/09/2019 51 346,130 -19,565 Cultivation Corporation Elizabeth James E. Wagner Common Shares Woodworth, Nathaniel 4, 5 19/09/2019 51 0.46 4,596,364 250,000 Cultivation Corporation Clinton James James E. Wagner Common Shares Woodworth, Nathaniel 4, 5 19/09/2019 11 0.6 4,346,364 -250,000 Cultivation Corporation Clinton James James E. Wagner Common Shares Woodworth, Nathaniel 4, 5 19/09/2019 51 0.46 4,392,016 45,652 Cultivation Corporation Clinton James

October 3, 2019 (2019), 42 OSCB 8002

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed James E. Wagner Options Woodworth, Nathaniel 4, 5 19/09/2019 51 588,521 -250,000 Cultivation Corporation Clinton James James E. Wagner Options Woodworth, Nathaniel 4, 5 19/09/2019 51 542,869 -45,652 Cultivation Corporation Clinton James Katipult Technology Corp. Common Shares Craig, Brian Norman 4 29/09/2019 11 0.25 2,705,645 2,625,000 Katipult Technology Corp. Options Craig, Brian Norman 4 30/05/201800 Katipult Technology Corp. Options Craig, Brian Norman 4 25/09/2019 50 0.29 450,000 450,000 Katipult Technology Corp. Restricted Share Units Craig, Brian Norman 4 25/09/2019 56 0.29 150,000 150,000 Katipult Technology Corp. Options Dawson, Jeffrey Scott 4 25/09/2019 50 0.29 570,000 450,000 Katipult Technology Corp. Restricted Share Units Dawson, Jeffrey Scott 4 25/09/2019 56 182,609 182,609 Katipult Technology Corp. Options Shapiro, Marcus Zalman 4 25/09/2019 50 0.29 600,000 450,000 Katipult Technology Corp. Restricted Share Units Shapiro, Marcus Zalman 4 25/09/2019 56 182,609 182,609 Katipult Technology Corp. Options Sharpe, Michael Douglas 5 15/05/2019 00 Katipult Technology Corp. Options Sharpe, Michael Douglas 5 25/09/2019 56 450,000 450,000 Katipult Technology Corp. Restricted Share Units Sharpe, Michael Douglas 5 25/09/2019 56 130,435 130,435 KDA GROUP INC. Common Shares Lemieux, Marc 3, 4, 5 20/09/2019 36 0.2 10,030,500 4,625,000 Kinaxis Inc. Common Shares Mauger, Michael David 5 23/09/2019 51 72.51 1,000 1,000 Kinaxis Inc. Common Shares Mauger, Michael David 5 23/09/2019 10 84.01 0 -1,000 Kinaxis Inc. Options Mauger, Michael David 5 23/09/2019 51 72.51 46,250 -1,000 Kinross Gold Corporation Options Elliott, Thomas Ballantyne 5 25/09/2019 59 3.73 187,162 -42,120 Kinross Gold Corporation Options Elliott, Thomas Ballantyne 5 25/09/2019 59 4.17 163,703 -23,459 Kinross Gold Corporation Options Rollinson, Jonathon Paul 4, 5 18/09/2019 52 9.98 3,438,905 -146,384 Kinross Gold Corporation Common Shares Sims, John Lewis 5 18/09/2019 51 6.76 26,195 5,589 Kinross Gold Corporation Common Shares Sims, John Lewis 5 18/09/2019 10 6.76 20,606 -5,589 Kinross Gold Corporation Options Sims, John Lewis 5 18/09/2019 51 5.82 71,650 -5,589 Kinross Gold Corporation Options Sims, John Lewis 5 18/09/2019 59 4.48 36,072 -35,578 Kinross Gold Corporation Common Shares Tomory, Paul Botond 5 26/09/2019 47 143,807 -1,000 Stilicho Kinross Gold Corporation Common Shares Tomory, Paul Botond 5 26/09/2019 10 6.785 123,807 -20,000 Stilicho Kinross Gold Corporation Options Tomory, Paul Botond 5 25/09/2019 59 3.73 422,470 -25,951 Stilicho Kinross Gold Corporation Options Tomory, Paul Botond 5 25/09/2019 59 4.17 412,470 -10,000 Stilicho Kinross Gold Corporation Common Shares Wiseman, Tara H. 5 23/09/2019 10 7 71,857 -10,000 kneat.com, inc. Common Shares Kavanagh, Hugh 5 23/09/2019 00 kneat.com, inc. Options Kavanagh, Hugh 5 23/09/2019 00 kneat.com, inc. Options Kavanagh, Hugh 5 23/09/2019 50 200,000 200,000 Kontrol Energy Corp. Common Shares Ghezzi, Paul 6 18/09/2019 10 0.65 5,950,350 13,000 KWG Resources Inc. Subordinate Voting Hodgman, Bruce Ronald 5 23/09/2019 10 0.005 1,496,462 -200,000 Shares KWG Resources Inc. Subordinate Voting Hodgman, Bruce Ronald 5 24/09/2019 10 0.01 1,395,462 -101,000 Shares Labrador Iron Ore Royalty Common Shares Tuer, John 4, 5 26/09/2019 10 25.75 13,200 3,200 Corporation Liberty Gold Corp. (formerly Common Shares Pease, Robert 4 10/09/2019 15 0.55 457,800 50,000 Pilot Gold Inc.) Liberty Leaf Holdings Ltd. Common Shares Rascan, William 4, 5 23/09/2019 10 0.075 3,107,000 100,000 Lions Bay Mining Corp. Common Shares Poirier, Jeremy 4, 5 24/09/2019 10 0.1 79,151 -184,000 Lions Bay Mining Corp. Common Shares Poirier, Jeremy 4, 5 25/09/2019 10 0.13 74,151 -5,000 Loblaw Companies Limited Options Weston, Willard Galen 4, 5 20/09/2019 38 74.363 708,164 -127,153 Garfield Loblaw Companies Limited Options Weston, Willard Galen 4, 5 20/09/2019 38 74.363 609,997 -98,167 Garfield Loncor Resources Inc. Options Chen, Zhengquan 4 19/09/2019 37 75,000 -75,000 Loncor Resources Inc. Common Shares Lachcik, Richard Joseph 4 19/09/2019 37 5,833 -5,833 Loncor Resources Inc. Options Lachcik, Richard Joseph 4 30/09/2014 52 1.2 100,000 -50,000 Loncor Resources Inc. Options Lachcik, Richard Joseph 4 28/01/2016 52 2.69 50,000 -50,000 Loncor Resources Inc. Options Lachcik, Richard Joseph 4 12/12/2017 52 1.05 300,000 -50,000 Loncor Resources Inc. Options Lachcik, Richard Joseph 4 19/09/2019 37 300,000 -300,000 Loncor Resources Inc. Common Shares WILSON, WILLIAM 4 19/09/2019 37 1,667 -1,666 ROBERT

October 3, 2019 (2019), 42 OSCB 8003

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Loncor Resources Inc. Options WILSON, WILLIAM 4 30/09/2014 52 1.2 100,000 -50,000 ROBERT Loncor Resources Inc. Options WILSON, WILLIAM 4 28/01/2016 52 2.69 50,000 -50,000 ROBERT Loncor Resources Inc. Options WILSON, WILLIAM 4 12/12/2017 52 1.05 300,000 -50,000 ROBERT Loncor Resources Inc. Options WILSON, WILLIAM 4 19/09/2019 37 300,000 -300,000 ROBERT Lotus Ventures Inc. Common Shares McClanaghan, Dale 4, 5 24/09/2019 10 0.215 -39,336 6,000 Lotus Ventures Inc. Common Shares McClanaghan, Dale 4, 5 24/09/2019 10 0.22 -33,336 6,000 Luminex Resources Corp. Common Shares Hathaway, Peter Leofric 5 18/09/2019 10 0.81 31,000 Luminex Resources Corp. Common Shares Hathaway, Peter Leofric 5 18/09/2019 10 0.81 51,564 31,000 Luminex Resources Corp. Common Shares Hathaway, Peter Leofric 5 19/09/2019 10 0.81 56,564 5,000 Luminex Resources Corp. Common Shares Hicks, Scott Victor Andrew 5 26/09/2019 10 0.841 40,000 5,000 Macarthur Minerals Limited Common Shares Lanskey, Daniel Joseph 4 20/09/2019 00 Macarthur Minerals Limited Common Shares Options Lanskey, Daniel Joseph 4 20/09/2019 00 Macarthur Minerals Limited Restricted Share Units Lanskey, Daniel Joseph 4 20/09/2019 00 Macarthur Minerals Limited Common Shares Options McCall, Cameron Hugh 4 21/09/2019 52 0.06 2,720,000 -2,000,000 Macarthur Minerals Limited Common Shares Options Phillips, Alan Joseph 4 21/09/2019 52 0.06 4,000,000 -1,131,083 Magnetic North Acquisition Common Shares Osis, Andrew Emil 4, 5 29/08/2019 00 17,100,000 Corp (Formerly Black Bull Resources Inc.) Magnetic North Acquisition Preferred Shares Osis, Andrew Emil 4, 5 29/08/2019 00 45,000 Corp (Formerly Black Bull Resources Inc.) Major Drilling Group Options Breiner, Edward 4 23/09/2019 52 11.9 37,200 -6,000 International Inc. Major Drilling Group Options Davies, John Ross 5 23/09/2019 52 11.9 57,200 -6,000 International Inc. Major Drilling Group Options Graham, Benjamin Luke 5 23/09/2019 52 11.9 85,600 -6,000 International Inc. Major Drilling Group Options Johnson, Patrick Kelly 5 23/09/2019 52 11.9 251,000 -30,000 International Inc. Major Drilling Group Options Landry, Marc 5 23/09/2019 52 11.9 83,200 -6,000 International Inc. Major Drilling Group Options Larocque, Denis Joseph 5 23/09/2019 52 11.9 539,000 -45,000 International Inc. Major Drilling Group Options Rennie, Janice Gaye 4 23/09/2019 52 11.9 31,200 -6,000 International Inc. Major Drilling Group Options Tennant, David Buchanan 4 23/09/2019 52 11.9 37,200 -6,000 International Inc. Major Drilling Group Options Zurel, Jo Mark 4 23/09/2019 52 11.9 37,200 -6,000 International Inc. Mandalay Resources Common Shares AZVALOR ASSET 3 26/09/2019 10 1,193,298 -28,400 Corporation MANAGEMENT SGIIC Martinrea International Inc. Common Shares Iyer, Ganesh Koduvayur 5 17/09/2019 10 8.72 12,850 2,200 Venkatasubramanian Kesavan Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.42 700 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.44 900 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.45 1,800 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.46 2,900 1,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.47 4,800 1,900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.48 6,800 2,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.49 9,800 3,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.5 26,600 16,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.51 28,397 1,797 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.52 32,697 4,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.53 34,497 1,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.54 36,097 1,600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.55 41,897 5,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.56 43,097 1,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.57 46,197 3,100

October 3, 2019 (2019), 42 OSCB 8004

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.58 46,897 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.59 47,297 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.6 48,197 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.61 48,697 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.62 49,597 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 11.63 50,497 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 20/09/2019 38 0 -50,497 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.42 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.42 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.43 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.43 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.44 600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.44 600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.42 200 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.43 2,600 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.44 3,200 600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.45 3,700 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.46 6,100 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.465 6,300 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.47 8,500 2,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.475 9,200 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.48 12,200 3,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.49 14,600 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.5 14,900 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.51 16,000 1,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.52 16,700 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.525 17,900 1,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.53 18,200 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.535 19,000 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.54 19,100 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.55 24,900 5,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.56 29,900 5,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.565 32,000 2,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.57 36,100 4,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.575 36,300 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.58 38,600 2,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.59 42,300 3,700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.595 42,400 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.6 47,500 5,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.605 47,600 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 11.61 50,400 2,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 23/09/2019 38 0 -50,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.45 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.45 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.46 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.46 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11 1,000 1,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.01 3,000 2,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.02 5,100 2,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.03 5,800 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.035 6,100 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.04 7,600 1,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.05 8,900 1,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.06 10,100 1,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.07 10,600 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.1 10,900 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.11 11,500 600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.12 12,100 600

October 3, 2019 (2019), 42 OSCB 8005

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.125 12,200 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.13 13,000 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.14 14,300 1,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.15 15,200 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.17 15,500 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.18 16,500 1,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.19 16,900 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.21 17,600 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.22 18,300 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.24 18,800 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.28 20,100 1,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.29 21,200 1,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.31 21,900 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.32 22,300 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.33 22,700 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.34 23,300 600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.36 23,800 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.37 24,100 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.38 24,300 200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.39 26,100 1,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.4 27,600 1,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.41 28,400 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.415 29,400 1,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.42 29,700 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.43 30,100 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.45 30,600 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.46 31,000 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.47 31,500 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.5 32,300 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.52 33,200 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.53 34,000 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.54 34,400 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.56 35,300 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.57 35,400 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.58 36,900 1,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.59 39,500 2,600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.6 43,800 4,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.61 45,700 1,900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.62 48,300 2,600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 11.63 50,300 2,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 24/09/2019 38 0 -50,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 10.97 100 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11 200 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.01 300 100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.03 600 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.04 2,300 1,700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.05 22,800 20,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.06 23,400 600 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.07 24,300 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.08 24,800 500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.09 26,600 1,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.1 29,000 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.11 32,500 3,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.12 33,800 1,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.13 34,500 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.14 36,600 2,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.15 38,000 1,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.16 39,800 1,800

October 3, 2019 (2019), 42 OSCB 8006

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.17 41,000 1,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.18 43,200 2,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.19 43,900 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.2 44,700 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.24 45,000 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.27 45,700 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.28 46,500 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.29 47,300 800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.3 47,897 597 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.31 48,997 1,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 11.32 50,497 1,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 25/09/2019 38 0 -50,497 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.2 400 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.22 700 300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.24 4,000 3,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.25 21,300 17,300 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.255 21,700 400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.26 26,400 4,700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.27 28,900 2,500 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.28 30,700 1,800 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.29 33,100 2,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.3 34,000 900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.31 35,100 1,100 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.33 35,800 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.33 37,000 1,200 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.34 40,000 3,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.35 43,400 3,400 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.36 45,300 1,900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.37 48,200 2,900 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.41 49,200 1,000 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 11.44 49,900 700 Martinrea International Inc. Common Shares Martinrea International Inc. 1 26/09/2019 38 0 -49,900 Mawson Resources Limited Options Ahola, Noora 4 23/09/2019 52 500,000 -400,000 Mawson Resources Limited Options Cook, Nicholas 5 23/09/2019 52 500,000 -400,000 Mawson Resources Limited Options DeMare, Nick 4, 5 23/09/2019 52 0.35 300,000 -400,000 Mawson Resources Limited Options DeMare, Nick 4, 5 23/09/2019 52 0.35 75,000 -100,000 Mawson Resources Limited Options Henstridge, David Alan 4 23/09/2019 52 300,000 -400,000 Mawson Resources Limited Options Hudson, Michael Robert 4 23/09/2019 52 750,000 -1,000,000 Mawson Resources Limited Options Maclean, Colin John 4 23/09/2019 52 300,000 -400,000 Mawson Resources Limited Options Saxon, Mark Stephen 5 23/09/2019 52 300,000 -400,000 Maxtech Ventures Inc. Common Shares Wilson, Peter Grant 4, 5 19/09/2019 10 0.07 2,770,000 -80,000 Maxtech Ventures Inc. Common Shares Wilson, Peter Grant 4, 5 19/09/2019 10 0.09 2,756,000 -14,000 MBN Corporation Common Shares Equity MBN Corporation 1 23/09/2019 38 6.52 400 400 Shares MBN Corporation Common Shares Equity MBN Corporation 1 23/09/2019 38 0 -400 Shares MBN Corporation Common Shares Equity MBN Corporation 1 25/09/2019 38 6.58 200 200 Shares MBN Corporation Common Shares Equity MBN Corporation 1 25/09/2019 38 0 -200 Shares Med BioGene Inc. Common Shares Naughty, Blair Lawrence 3 24/09/2019 10 0.05 992,000 49,000 Medcolcanna Organics Inc. Common Shares Reid, Christopher Donald 5 26/09/2019 10 0.14 5,042,046 30,000 Medexus Pharmaceuticals Common Shares Hébert, Benoît 5 10/12/2013 00 Inc. (formerly Pediapharm Inc.) Medexus Pharmaceuticals Common Shares Hébert, Benoît 5 23/09/2019 10 4.39 2,200 2,200 Inc. (formerly Pediapharm Inc.) Mediagrif Interactive Common Shares Filiatreault, Luc 4, 5 16/09/2019 00 Technologies Inc.

October 3, 2019 (2019), 42 OSCB 8007

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Mediagrif Interactive Common Shares Filiatreault, Luc 4, 5 19/09/2019 10 7.05 13,700 13,700 Technologies Inc. Mediagrif Interactive Common Shares Filiatreault, Luc 4, 5 25/09/2019 10 7.05 16,400 2,700 Technologies Inc. Mediagrif Interactive Common Shares Filiatreault, Luc 4, 5 26/09/2019 10 7.11 50,000 33,600 Technologies Inc. Mediagrif Interactive Common Shares Laporte, Gilles 4 26/09/2019 10 7.11 140,400 34,900 Technologies Inc. Mediagrif Interactive Common Shares Les Services de gestion 3 18/09/2019 11 -150,270 Technologies Inc. Claude Roy Inc. Mediagrif Interactive Common Shares Les Services de gestion 3 18/09/2019 11 6.1 2,712,330 -150,270 Technologies Inc. Claude Roy Inc. Mediagrif Interactive Common Shares Les Services de gestion 3 26/09/2019 10 7.11 2,677,430 -34,900 Technologies Inc. Claude Roy Inc. Mediagrif Interactive Common Shares Les Services de gestion 3 26/09/2019 10 7.11 2,643,830 -33,600 Technologies Inc. Claude Roy Inc. Mediagrif Interactive Common Shares Roy, Claude 3 18/09/2019 11 -669,400 Technologies Inc. Mediagrif Interactive Common Shares Roy, Claude 3 18/09/2019 11 6.1 0 -669,400 Technologies Inc. Mediagrif Interactive Common Shares Roy, Claude 3 18/09/2019 11 -150,270 Technologies Inc. Mediagrif Interactive Common Shares Roy, Claude 3 18/09/2019 11 6.1 2,712,330 -150,270 Technologies Inc. Mediagrif Interactive Common Shares Roy, Claude 3 26/09/2019 10 7.11 2,677,430 -34,900 Technologies Inc. Mediagrif Interactive Common Shares Roy, Claude 3 26/09/2019 10 7.11 2,643,830 -33,600 Technologies Inc. Medicure Inc. Common Shares Medicure Inc. 1 20/09/2019 38 4.33 65,900 4,500 Melcor Developments Ltd. Common Shares Melcor Developments Ltd. 1 20/09/2019 38 12.21 5,000 1,000 Melcor Developments Ltd. Common Shares Melcor Developments Ltd. 1 24/09/2019 38 12.228 5,900 900 Melcor Developments Ltd. Common Shares Melcor Developments Ltd. 1 26/09/2019 38 12.379 6,900 1,000 Metalla Royalty & Streaming Common Shares Coeur Mining, Inc. 3 24/09/2019 10 1.24 20,967,941 -1,084,300 Ltd. Metalla Royalty & Streaming Common Shares Coeur Mining, Inc. 3 24/09/2019 10 1.39 20,966,441 -1,500 Ltd. Metalla Royalty & Streaming Common Shares Coeur Mining, Inc. 3 24/09/2019 10 1.37 20,965,241 -1,200 Ltd. Methanex Corporation Common Shares Rodgers, Kevin 4 24/09/2019 10 37.52 6,000 3,000 Metro inc. Common Shares Boivin, Pierre 4 23/09/2019 00 Mexican Gold Corp. Common Shares Kanevsky, Michael 6, 5 15/07/2019 00 11,875,000 Mexican Gold Corp. Warrants Kanevsky, Michael 6, 5 15/07/2019 00 11,875,000 Mexican Gold Corp. Common Shares Liard, John Matthew 5 01/09/2019 00 Mexican Gold Corp. Options Liard, John Matthew 5 01/09/2019 00 745,000 Mexican Gold Corp. Warrants Liard, John Matthew 5 01/09/2019 00 Millrock Resources Inc. Common Shares Beischer, Gregory Allan 5 20/09/2019 10 0.069 582,806 12,000 Millrock Resources Inc. Common Shares Beischer, Gregory Allan 5 20/09/2019 10 0.0654 2,400 Millrock Resources Inc. Common Shares Beischer, Gregory Allan 5 20/09/2019 10 0.0654 585,206 2,400 Millrock Resources Inc. Common Shares Beischer, Gregory Allan 5 25/09/2019 10 0.0593 592,706 7,500 Millrock Resources Inc. Common Shares Beischer, Gregory Allan 5 26/09/2019 10 0.0569 597,706 5,000 MJardin Group, Inc. Common Shares Marr, Graham 4 19/09/2019 10 0.8 9,000 2,000 (formerly, Sumtra Diversified Inc.) MJardin Group, Inc. Common Shares Marr, Graham 4 23/09/2019 10 0.7 10,000 1,000 (formerly, Sumtra Diversified Inc.) MLI Marble Lending Inc. Common Shares Scharfe, Jason Wesley 4 20/09/2019 10 0.24 772,000 10,000 MLI Marble Lending Inc. Common Shares Scharfe, Jason Wesley 4 23/09/2019 10 0.25 787,000 15,000 Monterey Minerals Inc. Common Shares Hardy, Samuel Anthony 4 04/04/2018 00 (formerly 1001886 B.C. Ltd.) Kyler Monterey Minerals Inc. Common Shares Hardy, Samuel Anthony 4 04/04/2018 00 (formerly 1001886 B.C. Ltd.) Kyler Monterey Minerals Inc. Common Shares Hardy, Samuel Anthony 4 15/08/2019 10 0.05 3,437,540 100,000 (formerly 1001886 B.C. Ltd.) Kyler MTY Food Group Inc. Common Shares St-Onge, Renee 5 31/05/2019 30 60.15 1,613 48

October 3, 2019 (2019), 42 OSCB 8008

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed MTY Food Group Inc. Common Shares St-Onge, Renee 5 28/06/2019 30 65.045 1,640 27 MTY Food Group Inc. Common Shares St-Onge, Renee 5 31/07/2019 30 65.078 1,667 27 MTY Food Group Inc. Common Shares St-Onge, Renee 5 03/09/2019 30 63.239 1,698 31 MustGrow Biologics Corp. Common Shares Bletsky, Colin Michael 3, 4 27/09/2019 10 0.31 768,364 7,000 MustGrow Biologics Corp. Common Shares Bletsky, Colin Michael 3, 4 27/09/2019 10 0.29 788,364 20,000 MustGrow Biologics Corp. Common Shares Bletsky, Colin Michael 3, 4 27/09/2019 10 0.28 796,364 8,000 MYM Nutraceuticals Inc. Warrants Forster, Mark 5 19/09/2019 72 0.69 299,883 140,550 deriva tive MYM Nutraceuticals Inc. Warrants Forster, Mark 5 19/09/2019 72 0.64 504,349 204,466 deriva tive MYM Nutraceuticals Inc. Warrants Forster, Mark 5 20/09/2019 72 0.58 527,827 23,478 deriva tive MYM Nutraceuticals Inc. Warrants Forster, Mark 5 25/02/2019 00 MYM Nutraceuticals Inc. Warrants Forster, Mark 5 19/09/2019 72 0.69 530,050 530,050 deriva tive NanoXplore Inc. Common Shares Farrell, Liam 5 25/09/2019 47 1.46 141,650 100,000 NanoXplore Inc. Common Shares Marinaccio, Rocco 5 23/09/2019 47 1.48 121,150 100,000 NanoXplore Inc. Common Shares Nazarpour, Soroush 3, 4, 5 23/09/2019 10 1.48 -100,000 NanoXplore Inc. Common Shares Nazarpour, Soroush 3, 4, 5 23/09/2019 47 1.48 12,964,108 -100,000 NanoXplore Inc. Common Shares Nazarpour, Soroush 3, 4, 5 25/09/2019 10 1.46 -100,000 NanoXplore Inc. Common Shares Nazarpour, Soroush 3, 4, 5 25/09/2019 47 1.46 12,864,108 -100,000 NanoXplore Inc. Common Shares Nazarpour, Soroush 3, 4, 5 26/09/2019 10 1.44 -100,000 NanoXplore Inc. Common Shares Nazarpour, Soroush 3, 4, 5 26/09/2019 47 1.44 12,764,108 -100,000 National Bank of Canada Common Shares Fagnoule, Dominique 5 20/09/2019 51 47.93 14,000 14,000 National Bank of Canada Common Shares Fagnoule, Dominique 5 20/09/2019 10 65.13 0 -14,000 National Bank of Canada Options Fagnoule, Dominique 5 20/09/2019 51 146,500 -14,000 NatureBank Asset Common Shares O'Loughnane, Guy 3 17/09/2019 10 0.02 4,144,000 25,000 Management Inc. Neo Performance Materials Dividend Equivalents in Bedford, Geoffrey Ralph 5 27/09/2019 70 751,200 66,114 Inc. Dollars (Neo Cayman Holdings Inc.) Neo Performance Materials Dividend Equivalents in HOGAN, JEFFREY 7 27/09/2019 70 259,270 23,000 Inc. Dollars (Neo Cayman ROBERT Holdings Inc.) Neo Performance Materials Dividend Equivalents in Karayannopoulos, 4 27/09/2019 70 112,621 9,155 Inc. Dollars (Neo Cayman Constantine Efthymios Holdings Inc.) Neo Performance Materials Dividend Equivalents in Kroll, Gregory 7 27/09/2019 70 129,636 11,500 Inc. Dollars (Neo Cayman Holdings Inc.) Neo Performance Materials Dividend Equivalents in Morris, Kevin 5 27/09/2019 70 362,800 32,189 Inc. Dollars (Neo Cayman Holdings Inc.) Neo Performance Materials Dividend Equivalents in Noyrez, Eric 4 27/09/2019 70 69,046 5,722 Inc. Dollars (Neo Cayman Holdings Inc.) Neo Performance Materials Dividend Equivalents in Suleman, Rahim 5 27/09/2019 70 362,800 32,189 Inc. Dollars (Neo Cayman Holdings Inc.) Neo Performance Materials Dividend Equivalents in Timmerman, Frank 7 27/09/2019 70 130,693 12,778 Inc. Dollars (Neo Cayman Holdings Inc.) Nevada Zinc Corporation Common Shares Beqaj, Jim 4 20/09/2019 10 0.045 739,167 193,000 Nevada Zinc Corporation Common Shares Beqaj, Jim 4 20/09/2019 10 0.05 891,167 152,000 New Pacific Metals Corp. Common Shares McCluskey, John 4 24/09/2019 10 4.54 276,250 -20,000 NexgenRx Inc. Common Shares Crossett, Paul Everett 3 24/09/2019 10 0.22 6,995,500 19,000 NexgenRx Inc. Common Shares Crossett, Paul Everett 3 26/09/2019 10 0.22 7,010,500 15,000 NexJ Systems Inc. Common Shares O'Donnell, John Paul 5 20/09/2019 10 0.91 2,500 1,000 NioBay Metals Inc. (formerly Common Shares Dufresne, Claude 4, 5 25/09/2019 10 0.28 528,200 10,000 MDN INC.)

October 3, 2019 (2019), 42 OSCB 8009

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed North American Construction Common Shares Ferron, Martin Robert 4, 5 19/09/2019 51 2.79 1,880,871 3,000 Group Ltd. North American Construction Common Shares Ferron, Martin Robert 4, 5 19/09/2019 10 16.09 1,877,871 -3,000 Group Ltd. North American Construction Options Ferron, Martin Robert 4, 5 19/09/2019 51 2.79 113,800 -3,000 Group Ltd. Northfield Capital Common Shares CLASS Northfield Capital 1 24/09/2019 38 35.25 30,800 400 Corporation A RESTRICTED VOTING Corporation Northland Power Inc. Restricted Share Units Brace, John Wycliffe 4 09/05/2018 56 86,227 10,652 Northland Power Inc. Restricted Share Units Bradley, Paul 5 09/05/2018 56 57,349 17,043 Northland Power Inc. Restricted Share Units Bradley, Paul 5 18/05/2018 56 17,043 Northland Power Inc. Restricted Share Units Bradley, Paul 5 18/05/2018 56 17,043 Northland Power Inc. Restricted Share Units Bradley, Paul 5 21/02/2019 56 16,427 Northland Power Inc. Restricted Share Units Bradley, Paul 5 21/02/2019 56 16,427 Northland Power Inc. Restricted Share Units Bradley, Paul 5 21/02/2019 56 73,776 16,427 Northland Power Inc. Common Shares Crawley, Mike 5 20/07/2015 00 Northland Power Inc. Common Shares Crawley, Mike 5 13/09/2019 10 24.13 4,140 4,140 Northland Power Inc. Restricted Share Units Crawley, Mike 5 09/05/2018 56 51,568 17,043 Northland Power Inc. Restricted Share Units Crawley, Mike 5 21/02/2019 56 72,102 20,534 Northland Power Inc. Restricted Share Units Crawley, Mike 5 21/02/2019 56 82,369 10,267 Northland Power Inc. Restricted Share Units Melin, Morten 5 01/08/2017 00 Northland Power Inc. Restricted Share Units Melin, Morten 5 09/05/2018 56 4,261 4,261 Northland Power Inc. Restricted Share Units Melin, Morten 5 21/02/2019 56 8,368 4,107 Northland Power Inc. Deferred Rights Patton, Troy Christopher 5 18/09/2019 57 14,000 -14,000 Northland Power Inc. Restricted Share Units Patton, Troy Christopher 5 18/09/2017 00 Northland Power Inc. Restricted Share Units Patton, Troy Christopher 5 09/05/2018 56 17,043 17,043 Northland Power Inc. Restricted Share Units Patton, Troy Christopher 5 21/02/2019 56 33,470 16,427 NorthWest Healthcare Deferred Units Crotty, Bernard W. 4, 5 17/09/2019 57 11.54 126,982 -17,500 Properties Real Estate Investment Trust NorthWest Healthcare Deferred Units Crotty, Bernard W. 4, 5 17/09/2019 38 11.54 119,482 -7,500 Properties Real Estate Investment Trust NorthWest Healthcare Trust Units Crotty, Bernard W. 4, 5 17/09/2019 57 11.54 367,500 17,500 Properties Real Estate Investment Trust Nouveau Monde Graphite Options Jodoin, Nathalie 4 12/09/2019 50 550,000 150,000 Inc. (auparavant Nouveau Monde Mining Enterprises Inc.) Nouveau Monde Graphite Warrants TURPIN, ARMAND 3 18/09/2019 55 6,431,417 -1,666,667 Inc. (auparavant Nouveau Monde Mining Enterprises Inc.) Novelion Therapeutics Inc. Common Shares Chan, Barbara 5 24/09/2019 57 0.76 17,079 5,733 Novelion Therapeutics Inc. Common Shares Chan, Barbara 5 24/09/2019 11 0.76 15,391 -1,688 Novelion Therapeutics Inc. Restricted Stock Unit Chan, Barbara 5 24/09/2019 57 0.76 996 -5,733 Novelion Therapeutics Inc. Common Shares Price, Michael 5 24/09/2019 57 0.76 13,333 Novelion Therapeutics Inc. Common Shares Price, Michael 5 24/09/2019 57 0.76 13,333 Novelion Therapeutics Inc. Common Shares Price, Michael 5 24/09/2019 11 0.76 778 -3,926 Novelion Therapeutics Inc. Common Shares Price, Michael 5 24/09/2019 57 0.76 14,111 13,333 Novelion Therapeutics Inc. Restricted Stock Unit Price, Michael 5 24/09/2019 57 0.76 -13,333 Novelion Therapeutics Inc. Restricted Stock Unit Price, Michael 5 24/09/2019 57 0.76 -13,333 Novelion Therapeutics Inc. Restricted Stock Unit Price, Michael 5 24/09/2019 57 0.76 0 -13,333 Nuran Wireless Inc. Common Shares BÉDARD, Martin 3 23/09/2019 10 0.04 6,150,000 81,000 (formerly 1014372 B.C. Ltd.) O3 Mining Inc. Common Shares Vizquerra, Jose 4, 6, 5 26/09/2019 16 2.33 1,459,600 1,073,000 Obsidian Energy Ltd. Common Shares Loukas, Stephen 4 20/09/2019 71 1.79 3,391,862 34,020 Obsidian Energy Ltd. Common Shares Loukas, Stephen 4 20/09/2019 71 2.14 380,450 Obsidian Energy Ltd. Common Shares Loukas, Stephen 4 20/09/2019 71 2.14 3,772,312 380,450 Obsidian Energy Ltd. Common Shares Loukas, Stephen 4 20/09/2019 71 1.79 980 Obsidian Energy Ltd. Common Shares Loukas, Stephen 4 20/09/2019 71 1.79 93,243 980 Obsidian Energy Ltd. Common Shares Loukas, Stephen 4 20/09/2019 71 2.14 104,793 11,550

October 3, 2019 (2019), 42 OSCB 8010

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Obsidian Energy Ltd. Exchange Traded Call Loukas, Stephen 4 20/09/2019 52 -29,605 Options Obsidian Energy Ltd. Exchange Traded Call Loukas, Stephen 4 20/09/2019 73 0 -29,605 Options Obsidian Energy Ltd. Exchange Traded Call Loukas, Stephen 4 20/09/2019 73 0 -895 Options Obsidian Energy Ltd. Exchange Traded Put Loukas, Stephen 4 20/09/2019 71 -27,175 2,430 Options Obsidian Energy Ltd. Exchange Traded Put Loukas, Stephen 4 20/09/2019 71 0 27,175 Options Obsidian Energy Ltd. Exchange Traded Put Loukas, Stephen 4 20/09/2019 71 -825 70 Options Obsidian Energy Ltd. Exchange Traded Put Loukas, Stephen 4 20/09/2019 71 0 825 Options Olympia Financial Group Common Shares Bahnuik, Jonathan Marvin 5 26/09/2019 30 42.891 1,455 67 Inc. ONEX CORPORATION Subordinate Voting Govan, Christopher Allan 5 23/09/2019 47 131,369 -1,900 Shares ONEX CORPORATION Subordinate Voting Govan, Christopher Allan 5 23/09/2019 47 130,019 -1,350 Shares Open Text Corporation Deferred Share Units Fowlie, Randy 4 20/09/2019 56 40.97 88,668 376 Open Text Corporation Deferred Share Units Fraser, David 4 20/09/2019 56 40.97 7,716 33 Open Text Corporation Deferred Share Units Hamilton, Gail 4 20/09/2019 56 40.97 70,089 297 Open Text Corporation Deferred Share Units Jenkins, P. Thomas 4 20/09/2019 56 40.97 108,066 459 Open Text Corporation Deferred Share Units Sadler, Stephen 4 20/09/2019 56 40.97 83,808 356 Open Text Corporation Deferred Share Units Singh, Harmit Jagmohan 4 20/09/2019 56 40.97 7,430 32 Open Text Corporation Deferred Share Units Slaunwhite, Michael 4 20/09/2019 56 40.97 102,069 433 William George Open Text Corporation Deferred Share Units Stevenson, Katharine 4 20/09/2019 56 40.97 82,877 352 Berghuis Open Text Corporation Deferred Share Units Tinggren, Carl Juergen 4 20/09/2019 56 40.97 17,574 75 Open Text Corporation Deferred Share Units Weinstein, Deborah 4 20/09/2019 56 40.97 97,344 413 Orezone Gold Corporation Common Shares Goodman, Ryan 5 20/09/2019 10 0.75 127,300 10,000 Organigram Holdings Inc. Common Shares Porter, Sherry 4 17/12/2018 00 Organigram Holdings Inc. Common Shares Porter, Sherry 4 24/09/2019 10 5.53 3,500 3,500 ORIGIN GOLD Common Shares Depatie, Jean 3, 4 24/09/2019 10 0.09 6,356,983 12,000 CORPORATION (formerly OneCap Investment Corporation) Orion Nutraceuticals Inc. Common Shares Dumaresq, Joel 4, 5 22/08/2019 00 Orion Nutraceuticals Inc. Options Dumaresq, Joel 4, 5 22/08/2019 00 Orion Nutraceuticals Inc. Warrants Dumaresq, Joel 4, 5 22/08/2019 00 Orion Nutraceuticals Inc. Options Jenkins, Samuel Ben 4 13/09/2019 00 300,000 ORTHO REGENERATIVE Common Shares Allard, Guy Paul 5 24/09/2019 10 0.26 26,100 1,500 TECHNOLOGIES INC. ORTHO REGENERATIVE Common Shares Allard, Guy Paul 5 27/09/2019 10 0.29 27,350 1,250 TECHNOLOGIES INC. ORTHO REGENERATIVE Common Shares Mainville, Luc 5 26/09/2019 10 0.325 657,000 500 TECHNOLOGIES INC. Oryx Petroleum Corporation Common Shares Lewis, Scott Alexander 5 20/09/2019 10 0.24 223,769 -5,000 Limited Oryx Petroleum Corporation Common Shares Lewis, Scott Alexander 5 23/09/2019 10 0.21 188,769 -35,000 Limited Oryx Petroleum Corporation Common Shares Lewis, Scott Alexander 5 23/09/2019 10 0.22 148,769 -40,000 Limited Oryx Petroleum Corporation Common Shares Lewis, Scott Alexander 5 23/09/2019 10 0.22 140,769 -8,000 Limited Oryx Petroleum Corporation Common Shares Lewis, Scott Alexander 5 23/09/2019 10 0.21 115,769 -25,000 Limited Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 24/09/2019 51 1.2 2,305,600 325,000 Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 24/09/2019 10 3.521 1,980,600 -325,000 Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 25/09/2019 51 1.2 2,155,600 175,000 Osisko Mining Inc. Common Shares Burzynski, John Feliks 4, 5 25/09/2019 10 3.474 1,980,600 -175,000 Osisko Mining Inc. Options Burzynski, John Feliks 4, 5 24/09/2019 51 1,714,500 -325,000

October 3, 2019 (2019), 42 OSCB 8011

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 Burzynski, John Feliks 4, 5 25/09/2019 51 1,539,500 -175,000 Pacific Empire Minerals Options Casswell, Kim Charisse 5 23/09/2019 50 0.08 85,000 25,000 Corp. Pacific Empire Minerals Options Peters, Bradley 4, 5 23/09/2019 50 0.08 500,000 200,000 Corp. Pacific Empire Minerals Options Reed, Douglas Leigh 5 23/09/2019 50 0.08 192,500 92,500 Corp. Pacific Empire Minerals Options Ritchie, Rory 4, 5 23/09/2019 50 0.08 500,000 200,000 Corp. Pacific Rim Cobalt Corp. Common Shares Vanry, Steven Edward 4, 5 25/09/2019 10 0.175 610,349 -50,000 Palamina Corp. Common Shares Thomson, Andrew 4 20/09/2019 10 0.24 1,347,702 1,000 Palamina Corp. Common Shares Thomson, Andrew 4 24/09/2019 10 0.245 1,349,202 1,500 Palamina Corp. Common Shares Thomson, Andrew 4 20/09/2019 10 0.245 317,816 1,500 Palamina Corp. Common Shares Thomson, Andrew 4 25/09/2019 10 0.24 320,816 3,000 Pancontinental Resources Options McMurdie, Mark Andrew 5 30/08/2019 50 0.1 1,325,000 75,000 Corporation Pancontinental Resources Options McMurdie, Mark Andrew 5 31/08/2019 50 0.1 75,000 Corporation Panoro Minerals Ltd. Common Shares Barsimantov, Yves 5 12/04/2019 10 0.155 181,326 13,580 Panoro Minerals Ltd. Common Shares Barsimantov, Yves 5 23/09/2019 10 0.09 195,922 14,596 Paramount Resources Ltd. Common Shares Class A HAN, MICHAEL S. 5 24/09/2019 10 7.24 2,663 -2,800 Parex Resources Inc. Common Shares Furlan, Eric 5 25/09/2019 57 181,977 33,000 Parex Resources Inc. Common Shares Furlan, Eric 5 25/09/2019 10 21.22 148,977 -33,000 Parex Resources Inc. Restricted Share Unit Furlan, Eric 5 25/09/2019 56 0.01 -33,000 Parex Resources Inc. Restricted Share Unit Furlan, Eric 5 25/09/2019 57 0.01 75,000 -33,000 Parex Resources Inc. Common Shares Kruchten, Michael 5 23/09/2019 51 115,952 55,915 Parex Resources Inc. Common Shares Kruchten, Michael 5 23/09/2019 57 145,950 29,998 Parex Resources Inc. Common Shares Kruchten, Michael 5 23/09/2019 10 22.01 90,035 -55,915 Parex Resources Inc. Common Shares Kruchten, Michael 5 23/09/2019 10 22.1 60,037 -29,998 Parex Resources Inc. Options Kruchten, Michael 5 23/09/2019 51 15.66 53,085 -55,915 Parex Resources Inc. Restricted Share Unit Kruchten, Michael 5 23/09/2019 57 0.01 40,002 -29,998 Parex Resources Inc. Common Shares Pinsky, Kenneth George 5 23/09/2019 51 330,000 30,000 Parex Resources Inc. Common Shares Pinsky, Kenneth George 5 23/09/2019 10 20.21 300,000 -30,000 Parex Resources Inc. Options Pinsky, Kenneth George 5 23/09/2019 51 10.94 239,501 -30,000 Parex Resources Inc. Common Shares Taylor, David Robert 5 20/09/2019 51 510,100 54,600 Parex Resources Inc. Common Shares Taylor, David Robert 5 20/09/2019 10 22.1 455,500 -54,600 Parex Resources Inc. Common Shares Taylor, David Robert 5 23/09/2019 51 520,900 65,400 Parex Resources Inc. Common Shares Taylor, David Robert 5 23/09/2019 10 22 455,500 -65,400 Parex Resources Inc. Options Taylor, David Robert 5 20/09/2019 51 10.94 285,450 -54,600 Parex Resources Inc. Options Taylor, David Robert 5 23/09/2019 51 10.94 220,050 -65,400 Parkland Fuel Corporation Common Shares Colnett, Lisa 4 19/09/2019 10 42.94 1,700 500 Parkland Fuel Corporation Common Shares Hogarth, Timothy 4 23/09/2019 11 43.12 283,538 115,000 Parkland Fuel Corporation Common Shares White, Ian James 5 20/09/2019 10 43 3,973 -5,100 Pason Systems Inc. Common Shares Faber, Jonathan 5 25/09/2019 10 16.5 21,500 4,000 Pason Systems Inc. Common Shares Kessler, Marcel 5 24/09/2019 10 16.75 52,938 300 Pason Systems Inc. Common Shares Kessler, Marcel 5 25/09/2019 10 16.638 58,638 5,700 Pason Systems Inc. Common Shares Kessler, Marcel 5 25/09/2019 10 16.56 60,138 1,500 Patagonia Gold Corp. Options Argarate, Matias Francisco 5 25/09/2019 50 400,000 400,000 Patagonia Gold Corp. Options Miguens, Carlos Jose 3, 4 25/09/2019 50 500,000 500,000 Patagonia Gold Corp. Options van Tienhoven, Christopher 5 25/09/2019 50 1,000,000 1,000,000 Pembina Pipeline Common Shares Dilger, Michael H. 5 24/09/2019 51 33.8 15,000 15,000 Corporation Pembina Pipeline Common Shares Dilger, Michael H. 5 24/09/2019 47 49.38 0 -15,000 Corporation Pembina Pipeline Options Dilger, Michael H. 5 24/09/2019 51 33.8 1,205,534 -15,000 Corporation Pembina Pipeline Common Shares Hecker, Tracy Krista 5 01/07/2017 00 Corporation Pembina Pipeline Common Shares Hecker, Tracy Krista 5 23/09/2019 51 43.27 8,800 8,800 Corporation

October 3, 2019 (2019), 42 OSCB 8012

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Pembina Pipeline Common Shares Hecker, Tracy Krista 5 23/09/2019 51 33.8 11,300 2,500 Corporation Pembina Pipeline Common Shares Hecker, Tracy Krista 5 23/09/2019 10 49.85 0 -11,300 Corporation Pembina Pipeline Common Shares Hecker, Tracy Krista 5 23/09/2019 30 48.7 286 213 Corporation Pembina Pipeline Common Shares Hecker, Tracy Krista 5 23/09/2019 30 48.55 430 144 Corporation Pembina Pipeline Common Shares Hecker, Tracy Krista 5 23/09/2019 30 49.47 95 -335 Corporation Pembina Pipeline Options Hecker, Tracy Krista 5 23/09/2019 51 43.27 45,984 -8,800 Corporation Pembina Pipeline Options Hecker, Tracy Krista 5 23/09/2019 51 33.8 43,484 -2,500 Corporation People Corporation Common Shares Kelley, Wendy 5 06/09/2019 30 9.12 64 People Corporation Common Shares Kelley, Wendy 5 06/09/2019 30 9.12 64 People Corporation Common Shares Kelley, Wendy Anne 5 16/07/2019 00 People Corporation Common Shares Kelley, Wendy Anne 5 06/09/2019 30 9.12 64 64 People Corporation Options Kelley, Wendy Anne 5 16/07/2019 00 People Corporation Options Kelley, Wendy Anne 5 27/09/2019 50 9.25 50,000 50,000 People Corporation Rights Restricted Stock Kelley, Wendy Anne 5 16/07/2019 00 Units People Corporation Rights Restricted Stock Kelley, Wendy Anne 5 27/09/2019 56 8.47 251 251 Units People Corporation Rights Restricted Stock Tardi, Susan Marie 5 16/05/2019 00 1,176 Units Pepcap Resources, Inc. Common Shares Kwan, Tek Sian 3, 4 30/04/2015 00 Pepcap Resources, Inc. Common Shares Kwan, Tek Sian 3, 4 30/06/2015 90 14,137,200 14,137,200 Pepcap Resources, Inc. Common Shares Kwan, Tek Sian 3, 4 30/04/2015 00 18,849,600 Pepcap Resources, Inc. Common Shares Kwan, Tek Sian 3, 4 30/06/2015 90 4,712,400 -14,137,200 Pepcap Resources, Inc. Common Shares Kwan, Tek Sian 3, 4 30/06/2015 11 0 -4,712,400 Pepcap Resources, Inc. Common Shares Wee, Gek Suan Margaret 4 30/06/2015 00 4,712,400 PepCap Resources, Inc. Common Shares JMC Corporation Limited 3 30/04/2015 00 PepCap Resources, Inc. Common Shares JMC Corporation Limited 3 14/05/2015 00 PepCap Resources, Inc. Common Shares JMC Corporation Limited 3 14/05/2015 16 0.12 1,884,960 PepCap Resources, Inc. Common Shares JMC Corporation Limited 3 14/05/2015 16 0.12 18,849,600 PepCap Resources, Inc. Common Shares JMC Corporation Limited 3 14/05/2015 16 0.12 18,849,600 Pershimex Resources Common Shares Gagnon, Robert 4, 5 26/09/2019 10 0.035 1,774,513 93,000 Corporation Petroteq Energy Inc. Common Shares Blyumkin, Aleksandr 4, 5 19/09/2019 11 0.13 7,560,296 696,153 Petroteq Energy Inc. Common Shares Blyumkin, Aleksandr 4, 5 24/09/2019 11 669,693 -79,377 Pine Cliff Energy Ltd. Common Shares Disbrow, Robert 3 23/09/2019 10 0.14 20,192,691 100,000 Pine Trail Real Estate Trust Units Shapack, Andrew Irwin 4, 5 02/04/2018 00 Investment Trust (formerly, Pine Trail Capital Trust) Pine Trail Real Estate Trust Units Shapack, Andrew Irwin 4, 5 23/09/2019 10 3200 20,000 20,000 Investment Trust (formerly, Pine Trail Capital Trust) Pinnacle Renewable Energy Options Bassett, Vaughan Tod 5 24/06/2019 51 9.97 281,168 -7,222 Inc. Pinnacle Renewable Energy Options Bassett, Vaughan Tod 5 24/06/2019 51 9.97 288,390 7,222 Inc. Plateau Energy Metals Inc. Warrants Relling, Thomas Peter Max 3 18/09/2019 16 0.5 86,760 51,300 Plaza Retail REIT Trust Units Morguard Corporation 3 25/09/2019 00 15,057,800 Plaza Retail REIT Trust Units Sahi, Kuldip Rai 6 25/09/2019 00 2,000 Plaza Retail REIT Trust Units Zakuta, Michael Aaron 3, 4, 5 23/09/2019 10 4.2 8,034,349 10,000 Point Loma Resources Ltd. Common Shares Baker, Kevin Robert 3, 4 27/09/2019 11 0.115 6,571,011 174,000 (formerly First Mountain Exploration Inc.) Point Loma Resources Ltd. Warrants Baker, Kevin Robert 3, 4 27/09/2019 11 0.155 519,000 174,000 (formerly First Mountain Exploration Inc.)

October 3, 2019 (2019), 42 OSCB 8013

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Point Loma Resources Ltd. Common Shares Mitchell, Bruce 3 26/09/2019 16 0.125 12,704,041 1,000,000 (formerly First Mountain Exploration Inc.) Point Loma Resources Ltd. Warrants Mitchell, Bruce 3 26/09/2019 16 0.155 3,000,000 1,000,000 (formerly First Mountain Exploration Inc.) Points International Ltd. Options ESOP Boyd, Christopher 5 23/09/2019 50 68,158 65,000 Points International Ltd. Options ESOP Dew, Donald Alan 5 09/09/2019 00 Points International Ltd. Options ESOP Dew, Donald Alan 5 23/09/2019 50 65,000 65,000 Points International Ltd. Rights Share Units Dew, Donald Alan 5 09/09/2019 00 Points International Ltd. Rights Share Units Dew, Donald Alan 5 19/09/2019 56 15.3 9,804 9,804 POSaBIT Systems Common Shares Dossett, Jeffrey John 4 25/09/2019 10 0.736 4,550,433 5,000 Corporation POSaBIT Systems Common Shares Dossett, Jeffrey John 4 26/09/2019 10 0.0547 4,555,433 5,000 Corporation Premium Brands Holdings Common Shares CARRIERE, DAVID 5 23/09/2019 30 95.11 75,255 13 Corporation JOSEPH LEONARD Project One Resources Ltd. Common Shares Shenton, Ronald Gordon 4, 5 23/09/2019 10 0.18 2,586,777 6,000 Project One Resources Ltd. Common Shares Shenton, Ronald Gordon 4, 5 25/09/2019 10 0.18 2,590,777 4,000 Prometic Life Sciences Inc. Options CLULOW, KURT STEFAN 4 17/09/2019 37 16,315 -16,300,089 VICTOR Prometic Life Sciences Inc. Options CLULOW, KURT STEFAN 4 17/09/2019 52 1590 16,239 -76 VICTOR ProntoForms Corporation Options Chenier, Glenn Michael 5 20/09/2019 50 970,000 200,000 ProntoForms Corporation Options Cho, Michael 5 20/09/2019 50 875,000 175,000 ProntoForms Corporation Options Cristinziano, Michael 4 20/09/2019 50 215,000 30,000 ProntoForms Corporation Options Croucher, David 5 20/09/2019 50 860,000 175,000 ProntoForms Corporation Options Davies, James Norman 4 20/09/2019 50 205,000 20,000 ProntoForms Corporation Options Deck, Philip Charles 4 20/09/2019 50 0.6 205,000 20,000 ProntoForms Corporation Options Gowling, Martin Ralph 5 20/09/2019 50 725,000 175,000 ProntoForms Corporation Options Joyce, Bruce Allan Russell 4 20/09/2019 50 255,000 30,000 ProntoForms Corporation Options Matthews, Terence, Hedley 3, 4 20/09/2019 50 300,000 40,000 ProntoForms Corporation Options Nelson, Mansell James 5 20/09/2019 50 1,340,000 175,000 ProntoForms Corporation Options Ogonek, Edward Anthony 4 20/09/2019 50 205,000 20,000 ProntoForms Corporation Options Pombo, Alvaro 4, 5 20/09/2019 50 3,140,000 650,000 ProntoForms Corporation Options Scian, Lisa Anne 5 20/09/2019 50 420,000 175,000 ProntoForms Corporation Options Scott, Mark 5 20/09/2019 50 860,000 175,000 ProntoForms Corporation Options Shantz, Jonathan 4 20/09/2019 50 165,000 20,000 Puma Exploration Inc. Common Shares Brisson G., Ginette 5 27/09/2019 11 0.015 666,667 666,667 Puma Exploration Inc. Warrants Brisson G., Ginette 5 24/02/2019 58 - Expiration 0 -104,285 of rights Puma Exploration Inc. Warrants Brisson G., Ginette 5 27/09/2019 11 666,667 666,667 Puma Exploration Inc. Common Shares Fournier, Raphael 4 30/08/201800 Puma Exploration Inc. Common Shares Fournier, Raphael 4 27/09/2019 11 0.015 314,500 314,500 Puma Exploration Inc. Warrants Fournier, Raphael 4 27/09/2019 11 0.015 517,000 314,500 Puma Exploration Inc. Common Shares Robillard, Marcel 4, 5 20/09/2019 10 0.015 3,556,465 45,000 Pure Nickel Inc. Common Shares Russell, R. David 4, 5 24/09/2019 11 0.05 2,982,000 2,000,000 Pure Nickel Inc. Warrants Russell, R. David 4, 5 28/03/2007 00 Pure Nickel Inc. Warrants Russell, R. David 4, 5 24/09/2019 11 1,000,000 1,000,000 Quinsam Capital Common Shares Dent, Roger 4, 5 25/09/2019 10 0.15 1,700,000 100,000 Corporation Quinsam Capital Common Shares Dent, Roger 4, 5 25/09/2019 10 0.15 683,000 35,500 Corporation Quinsam Capital Common Shares Quinsam Capital 1 10/09/2019 38 0.16 779,000 29,000 Corporation Corporation Quinsam Capital Common Shares Quinsam Capital 1 23/09/2019 38 0.1601 2,000,000 45,000 Corporation Corporation Quinsam Capital Common Shares Quinsam Capital 1 25/09/2019 38 0 -2,000,000 Corporation Corporation Quisitive Technology Options Murphy, Michael James 5 29/08/2019 00 Solutions, Inc. (formerly Nebo Capital Corp.)

October 3, 2019 (2019), 42 OSCB 8014

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Quisitive Technology Options Murphy, Michael James 5 29/08/2019 00 300,000 Solutions, Inc. (formerly Nebo Capital Corp.) QYOU Media Inc. Common Shares Paterson, G. Scott 4 18/09/2019 11 0.05 11,712,394 3,000,000 QYOU Media Inc. Common Shares Paterson, G. Scott 4 18/09/2019 11 0.05 3,000,000 2,000,000 QYOU Media Inc. Warrants Paterson, G. Scott 4 18/09/2019 11 0.05 2,570,098 1,500,000 QYOU Media Inc. Warrants Paterson, G. Scott 4 18/09/2019 11 0.05 4,070,098 1,500,000 QYOU Media Inc. Warrants Paterson, G. Scott 4 18/09/2019 11 0.05 1,000,000 QYOU Media Inc. Warrants Paterson, G. Scott 4 18/09/2019 11 0.05 2,000,000 1,000,000 QYOU Media Inc. Warrants Paterson, G. Scott 4 18/09/2019 11 0.05 1,000,000 QYOU Media Inc. Warrants Paterson, G. Scott 4 18/09/2019 11 0.05 3,000,000 1,000,000 R&R Real Estate Investment Class B Limited Klingher, Michael 3, 5 25/08/2014 00 Trust Partnership Units/Special Voting Units R&R Real Estate Investment Class B Limited Klingher, Michael 3, 5 25/09/2019 45 0.2 2,649,800 2,649,800 Trust Partnership Units/Special Voting Units R&R Real Estate Investment Class B Limited Mangalji, Majid 3, 4 25/08/2014 00 Trust Partnership Units/Special Voting Units R&R Real Estate Investment Class B Limited Mangalji, Majid 3, 4 25/09/2019 45 0.2 59,620,500 59,620,500 Trust Partnership Units/Special Voting Units Ravensource Fund (formerly Trust Units Reid, Scott 3 23/09/2019 10 17.86 148,427 300 The First Asia Income Fund) Ravensource Fund (formerly Trust Units Reid, Scott 3 23/09/2019 10 18.72 148,327 -100 The First Asia Income Fund) Ravensource Fund (formerly Trust Units Reid, Scott 3 23/09/2019 10 18.25 148,227 -100 The First Asia Income Fund) Ravensource Fund (formerly Trust Units Reid, Scott 3 23/09/2019 10 18.76 132,977 -15,250 The First Asia Income Fund) Ravensource Fund (formerly Trust Units Reid, Scott 3 24/09/2019 10 17.86 131,177 -1,800 The First Asia Income Fund) Ravensource Fund (formerly Trust Units Reid, Scott 3 25/09/2019 10 17.86 130,677 -500 The First Asia Income Fund) Ravensource Fund (formerly Trust Units Reid, Scott 3 26/09/2019 10 17.857 165,387 34,710 The First Asia Income Fund) Real Matters Inc. Common Shares Real Matters Inc. 1 03/09/2019 38 10.497 6,900 6,900 Real Matters Inc. Common Shares Real Matters Inc. 1 03/09/2019 38 10.497 0 -6,900 Real Matters Inc. Common Shares Real Matters Inc. 1 05/09/2019 38 10.487 6,300 6,300 Real Matters Inc. Common Shares Real Matters Inc. 1 05/09/2019 38 10.487 0 -6,300 Real Matters Inc. Common Shares Real Matters Inc. 1 06/09/2019 38 10.49 5,200 5,200 Real Matters Inc. Common Shares Real Matters Inc. 1 06/09/2019 38 10.49 0 -5,200 Real Matters Inc. Common Shares Real Matters Inc. 1 09/09/2019 38 10.25 17,000 17,000 Real Matters Inc. Common Shares Real Matters Inc. 1 09/09/2019 38 10.25 0 -17,000 Real Matters Inc. Common Shares Real Matters Inc. 1 10/09/2019 38 10.399 13,100 13,100 Real Matters Inc. Common Shares Real Matters Inc. 1 10/09/2019 38 10.399 0 -13,100 Real Matters Inc. Common Shares Real Matters Inc. 1 11/09/2019 38 10.399 -13,100 Real Matters Inc. Common Shares Real Matters Inc. 1 11/09/2019 38 9.8917 18,900 18,900 Real Matters Inc. Common Shares Real Matters Inc. 1 11/09/2019 38 9.8917 0 -18,900 Real Matters Inc. Common Shares Real Matters Inc. 1 12/09/2019 38 9.7545 18,200 18,200 Real Matters Inc. Common Shares Real Matters Inc. 1 12/09/2019 38 9.7545 0 -18,200 Real Matters Inc. Common Shares Real Matters Inc. 1 13/09/2019 38 9.6308 11,400 11,400 Real Matters Inc. Common Shares Real Matters Inc. 1 13/09/2019 38 9.6308 0 -11,400 Real Matters Inc. Common Shares Real Matters Inc. 1 16/09/2019 38 9.7387 7,700 7,700 Real Matters Inc. Common Shares Real Matters Inc. 1 16/09/2019 38 9.7387 0 -7,700 Real Matters Inc. Common Shares Real Matters Inc. 1 17/09/2019 38 9.79 8,400 8,400 Real Matters Inc. Common Shares Real Matters Inc. 1 17/09/2019 38 9.79 0 -8,400 Real Matters Inc. Common Shares Real Matters Inc. 1 18/09/2019 38 10.186 14,900 14,900 Real Matters Inc. Common Shares Real Matters Inc. 1 18/09/2019 38 10.186 0 -14,900 Real Matters Inc. Common Shares Real Matters Inc. 1 19/09/2019 38 10.488 800 800 Real Matters Inc. Common Shares Real Matters Inc. 1 19/09/2019 38 10.488 0 -800 Real Matters Inc. Common Shares Walton, Kevin Alan 5 26/09/2019 51 1.692 81,650 8,500

October 3, 2019 (2019), 42 OSCB 8015

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Real Matters Inc. Common Shares Walton, Kevin Alan 5 26/09/2019 51 1.692 144,150 62,500 Real Matters Inc. Options Walton, Kevin Alan 5 26/09/2019 51 522,325 -8,500 Real Matters Inc. Options Walton, Kevin Alan 5 26/09/2019 51 459,825 -62,500 Rebel Capital 2.0 Corp. Common Shares MaLette, Charles Henry 4, 5 23/09/2019 00 680,001 Rebel Capital 2.0 Corp. Common Shares MaLette, Charles Henry 4, 5 25/09/2019 00 Rebel Capital 2.0 Corp. Common Shares Morginn, Lance 3, 4 19/09/2019 00 666,668 Recipe Unlimited Subordinate Voting Cara Operations Limited 1 25/09/2019 10 27 4,629,629 4,629,629 Corporation (formerly Cara Shares Operations Limited) Recipe Unlimited Subordinate Voting Cara Operations Limited 1 25/09/2019 38 0 -4,629,629 Corporation (formerly Cara Shares Operations Limited) Recipe Unlimited Multiple Voting Shares Fairfax Financial Holdings 3 01/01/2017 90 420,000 -821,247 Corporation (formerly Cara Limited Operations Limited) Recipe Unlimited Multiple Voting Shares Fairfax Financial Holdings 3 25/09/2019 90 26.34 786,945 -759,302 Corporation (formerly Cara Limited Operations Limited) Recipe Unlimited Multiple Voting Shares Fairfax Financial Holdings 3 01/01/2017 90 3,418,741 821,247 Corporation (formerly Cara Limited Operations Limited) Recipe Unlimited Multiple Voting Shares Fairfax Financial Holdings 3 25/09/2019 90 26.34 1,966,796 759,302 Corporation (formerly Cara Limited Operations Limited) Red Lake Gold Inc. Common Shares Kalt, Ryan 3, 4, 5 23/09/2019 10 0.385 3,965,500 5,000 Red Lake Gold Inc. Common Shares Kalt, Ryan 3, 4, 5 23/09/2019 10 0.38 3,967,500 2,000 Red Lake Gold Inc. Common Shares Kalt, Ryan 3, 4, 5 26/09/2019 10 0.27 3,991,000 23,500 Red Lake Gold Inc. Common Shares Kalt, Ryan 3, 4, 5 27/09/2019 10 0.25 4,000,000 9,000 Relay Medical Corp. Common Shares Invidx Corp 3 23/09/2019 10 16,654,552 -61,000 (formerly, ChroMedX Corp). Relevium Technologies Inc. Common Shares Useche Gutierrez, Aurelio 5 27/09/2019 10 0.052 6,672,803 100,000 Antonio RepliCel Life Sciences Inc. Convertible Preferred Schutte, Andrew 4 14/12/2018 00 Shares Class A Preference Shares RepliCel Life Sciences Inc. Convertible Preferred Schutte, Andrew 4 10/09/2019 16 0.4 250,000 250,000 Shares Class A Preference Shares Restaurant Brands Common Shares 3G Restaurant Brands 3 23/09/2019 36 16,960,717 16,960,717 International Inc. Holdings General Partner Ltd. Restaurant Brands Common Shares 3G Restaurant Brands 3 23/09/2019 10 0 -16,960,717 International Inc. Holdings General Partner Ltd. Restaurant Brands Exchangeable Units of 3G Restaurant Brands 3 23/09/2019 36 149,028,921 -16,960,717 International Inc. Restaurant Brands Holdings General Partner International LP Ltd. Restaurant Brands Units Class B 3G Restaurant Brands 3 23/09/2019 36 149,028,921 -16,960,717 International Limited Exchangeable Limited Holdings General Partner Partnership Partnership Ltd. Revival Gold Inc. Common Shares Marrelli, Carmelo 4, 5 19/09/2019 51 0.75 75,000 Revival Gold Inc. Common Shares Marrelli, Carmelo 4, 5 19/09/2019 51 0.75 75,000 Revival Gold Inc. Common Shares Marrelli, Carmelo 4, 5 19/09/2019 51 0.1 1,560,679 75,000 Revival Gold Inc. Options Marrelli, Carmelo 4, 5 19/09/2019 51 0.75 -75,000 Revival Gold Inc. Options Marrelli, Carmelo 4, 5 19/09/2019 51 0.75 -75,000 Revival Gold Inc. Options Marrelli, Carmelo 4, 5 19/09/2019 51 0.1 255,000 -75,000 Ridgewood Canadian Units Ridgewood Capital Asset 3 19/09/2019 10 16.17 9,517,232 301 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 19/09/2019 10 16.17 9,516,922 -310 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 23/09/2019 10 16.31 9,523,998 7,076 Investment Grade Bond Management Fund

October 3, 2019 (2019), 42 OSCB 8016

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Ridgewood Canadian Units Ridgewood Capital Asset 3 23/09/2019 10 16.31 9,516,710 -7,288 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 24/09/2019 10 16.3 9,578,060 61,350 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 24/09/2019 10 16.3 9,516,710 -61,350 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 25/09/2019 10 16.15 9,513,056 -3,654 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 25/09/2019 10 16.15 9,516,628 3,572 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 26/09/2019 10 16.15 9,515,836 -792 Investment Grade Bond Management Fund Ridgewood Canadian Units Ridgewood Capital Asset 3 26/09/2019 10 16.15 9,516,610 774 Investment Grade Bond Management Fund RIOCAN REAL ESTATE Deferred Units Brooks, Bonnie 4 23/09/2019 30 45,520 1,160 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Dansereau, Richard 4 23/09/2019 30 13,967 305 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Godfrey, Paul Victor 4 23/09/2019 30 58,770 1,507 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Lastman, Dale Howard 4 23/09/2019 30 38,524 987 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Marshall, S. Jane 4 23/09/2019 30 26,691 653 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Sallows, Sharon 4 23/09/2019 30 52,457 1,350 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Vanaselja, Siim A. 4 23/09/2019 30 24,264 580 INVESTMENT TRUST RIOCAN REAL ESTATE Deferred Units Winograd, Charles 4 23/09/2019 30 48,151 1,231 INVESTMENT TRUST RMMI Corp. Common Shares Connors, Earl 4, 5 25/09/2019 10 0.69 2,500 500 RMMI Corp. Common Shares Connors, Earl 4, 5 25/09/2019 10 0.68 3,000 500 RMMI Corp. Common Shares Connors, Earl 4, 5 25/09/2019 10 0.65 3,500 500 RMMI Corp. Common Shares Connors, Earl 4, 5 25/09/2019 10 0.68 4,000 500 RMMI Corp. Common Shares Connors, Earl 4, 5 26/09/2019 10 0.68 4,100 100 Rockex Mining Corporation Warrants Filion, Gilles 4 23/09/2019 11 0.05 4,270,000 1,000,000 Rockex Mining Corporation Warrants Gagne, Pierre 4 23/09/2019 11 0.05 2,633,272 -2,000,000 Rockex Mining Corporation Warrants Tondeur, Jonathan 4 23/09/2019 11 0.05 4,150,000 1,000,000 Rockshield Capital Corp. Common Shares Rockshield Capital Corp. 1 25/09/2019 38 0.055 1,124,000 1,000 Rogers Communications Inc. Non-Voting Shares Class Brooks, Bonnie 4 01/05/2019 46 6,146 1,203 B Rogers Communications Inc. Non-Voting Shares Class Burgess, Robert Kenneth 4 01/05/2019 46 3,428 1,192 B Rogers Communications Inc. Non-Voting Shares Class Clappison, John 4 01/05/2019 46 4,502 1,103 B Rogers Communications Inc. Non-Voting Shares Class Dépatie, Robert 4 01/05/2019 46 11,195 1,040 B Rogers Communications Inc. Non-Voting Shares Class Hartling, Philip 7 23/09/2019 30 70.95 230 230 B Rogers Communications Inc. Non-Voting Shares Class Hartling, Philip 7 23/09/2019 10 65.92 30 -200 B Rogers Communications Inc. Non-Voting Shares Class Horn, Alan Douglas 4, 6, 7, 5 01/05/2019 46 1,308,588 953 B Rogers Communications Inc. Non-Voting Shares Class Rogers, Loretta A. 4, 6 01/05/2019 46 55,025 1,232 B Rogers Communications Inc. Non-Voting Shares Class Rogers, Martha 4, 6 01/05/2019 46 5,955 1,213 B Roughrider Exploration Common Shares Sujir, Jay 4 07/12/2011 00 Limited (formerly, Westham Resources Corp.)

October 3, 2019 (2019), 42 OSCB 8017

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Roughrider Exploration Common Shares Sujir, Jay 4 29/06/2012 00 Limited (formerly, Westham Resources Corp.) Roughrider Exploration Common Shares Sujir, Jay 4 07/12/2011 00 Limited (formerly, Westham Resources Corp.) Roughrider Exploration Common Shares Sujir, Jay 4 29/06/2012 00 Limited (formerly, Westham Resources Corp.) Roughrider Exploration Options Sujir, Jay 4 07/12/2011 00 Limited (formerly, Westham Resources Corp.) Roughrider Exploration Options Sujir, Jay 4 29/06/2012 00 Limited (formerly, Westham Resources Corp.) Roughrider Exploration Warrants Sujir, Jay 4 07/12/2011 00 Limited (formerly, Westham Resources Corp.) Roughrider Exploration Warrants Sujir, Jay 4 29/06/2012 00 Limited (formerly, Westham Resources Corp.) Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 51 58.648 4,526 2,662 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 10 107.79 1,864 -2,662 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 51 69.17 11,848 9,984 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 10 107.78 1,864 -9,984 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 51 78.587 12,718 10,854 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 10 107.78 1,864 -10,854 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 51 74.392 9,986 8,122 Royal Bank of Canada Common Shares Dobbins, Michael 5 20/09/2019 10 107.79 1,864 -8,122 Royal Bank of Canada Options Dobbins, Michael 5 20/09/2019 51 58.648 86,080 -2,662 Royal Bank of Canada Options Dobbins, Michael 5 20/09/2019 51 69.17 76,096 -9,984 Royal Bank of Canada Options Dobbins, Michael 5 20/09/2019 51 78.587 65,242 -10,854 Royal Bank of Canada Options Dobbins, Michael 5 20/09/2019 51 74.392 57,120 -8,122 Royal Bank of Canada Common Shares Gottschling, Helena 5 23/09/2019 51 55.041 2,297 882 Royal Bank of Canada Common Shares Gottschling, Helena 5 23/09/2019 10 107.31 1,415 -882 Royal Bank of Canada Options Gottschling, Helena 5 23/09/2019 51 55.041 64,012 -882 Royal Bank of Canada Common Shares McGregor, Alex Douglas 5 20/09/2019 51 78.587 64,675 10,000 Royal Bank of Canada Common Shares McGregor, Alex Douglas 5 20/09/2019 10 108.11 54,675 -10,000 Royal Bank of Canada Options McGregor, Alex Douglas 5 20/09/2019 51 78.587 506,082 -10,000 Royal Bank of Canada Common Shares McKay, David Ian 4, 5 23/09/2019 51 55.041 8,258 Royal Bank of Canada Common Shares McKay, David Ian 4, 5 23/09/2019 51 55.041 8,258 Royal Bank of Canada Common Shares McKay, David Ian 4, 5 23/09/2019 10 107.3 -5,873 Royal Bank of Canada Common Shares McKay, David Ian 4, 5 23/09/2019 10 107.3 -5,873 Royal Bank of Canada Common Shares McKay, David Ian 4, 5 23/09/2019 51 55.041 14,131 8,258 Royal Bank of Canada Common Shares McKay, David Ian 4, 5 23/09/2019 10 107.3 5,873 -8,258 Royal Bank of Canada Options McKay, David Ian 4, 5 23/09/2019 51 55.041 -8,258 Royal Bank of Canada Options McKay, David Ian 4, 5 23/09/2019 51 55.041 -8,258 Royal Bank of Canada Options McKay, David Ian 4, 5 23/09/2019 51 55.041 894,428 -8,258 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 51 78.587 4,394 4,394 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 10 107.8 0 -4,394 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 51 78.587 472 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 51 78.587 472 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 47 78.587 -472 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 47 78.587 -472 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 51 78.587 472 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 51 78.587 472 Royal Bank of Canada Common Shares McLaughlin, Neil 5 20/09/2019 51 78.587 472 472 Royal Bank of Canada Options McLaughlin, Neil 5 20/09/2019 51 78.587 78,652 -4,394 Royal Bank of Canada Options McLaughlin, Neil 5 20/09/2019 51 78.587 -472 Royal Bank of Canada Options McLaughlin, Neil 5 20/09/2019 51 78.587 -472 Royal Bank of Canada Options McLaughlin, Neil 5 20/09/2019 51 78.587 -472 Royal Bank of Canada Options McLaughlin, Neil 5 20/09/2019 51 78.587 -472

October 3, 2019 (2019), 42 OSCB 8018

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Royal Bank of Canada Options McLaughlin, Neil 5 20/09/2019 51 78.587 78,180 -472 Royal Nickel Corporation Common Shares Huet, Paul André 4 20/09/2019 16 0.4 147,885 125,000 dba as RNC Minerals Royal Nickel Corporation Warrants Huet, Paul André 4 19/11/2018 00 dba as RNC Minerals Royal Nickel Corporation Warrants Huet, Paul André 4 20/09/2019 16 625,000 dba as RNC Minerals Royal Nickel Corporation Warrants Huet, Paul André 4 20/09/2019 16 625,000 dba as RNC Minerals Royal Nickel Corporation Warrants Huet, Paul André 4 20/09/2019 16 62,500 62,500 dba as RNC Minerals Rubicon Organics Inc. Deferred Share Units Disher, John Bryan 4 04/10/2018 00 Rubicon Organics Inc. Deferred Share Units Disher, John Bryan 4 19/09/2019 46 25,000 25,000 Rubicon Organics Inc. Deferred Share Units Donnan, David 4 04/10/2018 00 Rubicon Organics Inc. Deferred Share Units Donnan, David 4 20/09/2019 56 25,000 25,000 Rubicon Organics Inc. Deferred Share Units Pigott, John 4 04/10/2018 00 Rubicon Organics Inc. Deferred Share Units Pigott, John 4 20/09/2019 56 25,000 25,000 SCOTCH CREEK Common Shares Ryan, David K. 3, 4, 5 24/09/2019 10 0.06 1,521,001 21,000 VENTURES INC. ScoZinc Mining Ltd. Warrants Haywood, Mark Stephen 5 20/09/2019 11 0.55 375,000 375,000 Richard ShawCor Ltd. Common Shares Cistrone, Frank 5 26/09/2019 10 15.75 2,340 750 Shopify Inc. Multiple Voting Shares Finkelstein, Harley Michael 5 26/09/2019 51 0.152 2,459 2,459 Class B Multiple Voting Shares Shopify Inc. Multiple Voting Shares Finkelstein, Harley Michael 5 26/09/2019 36 0 -2,459 Class B Multiple Voting Shares Shopify Inc. Options Finkelstein, Harley Michael 5 26/09/2019 51 0.152 33,935 -2,459 Shopify Inc. Subordinate Voting Finkelstein, Harley Michael 5 26/09/2019 36 2,638 2,459 Shares Class A Subordinate Voting Shares Shopify Inc. Subordinate Voting Finkelstein, Harley Michael 5 26/09/2019 30 314.66 179 -2,459 Shares Class A Subordinate Voting Shares Shopify Inc. Subordinate Voting Lutke, Tobias Albin 4, 5 23/09/2019 30 316.98 60,000 -2,000 Shares Class A Subordinate Voting Shares Shopify Inc. Options Shapero, Amy Elizabeth 5 23/09/2019 51 137.72 61,481 -150 Shopify Inc. Subordinate Voting Shapero, Amy Elizabeth 5 23/09/2019 51 137.72 6,095 150 Shares Class A Subordinate Voting Shares Shopify Inc. Subordinate Voting Shapero, Amy Elizabeth 5 23/09/2019 30 317.78 5,945 -150 Shares Class A Subordinate Voting Shares Shopify Inc. Subordinate Voting Shapero, Amy Elizabeth 5 23/09/2019 30 319.9 5,866 -79 Shares Class A Subordinate Voting Shares Silver Viper Minerals Corp. Common Shares Cope, Stephen Anson 4, 5 24/09/2019 16 0.25 1,460,000 40,000 Silver Viper Minerals Corp. Warrants Cope, Stephen Anson 4, 5 26/04/2016 00 Silver Viper Minerals Corp. Warrants Cope, Stephen Anson 4, 5 24/09/2019 16 20,000 20,000 SILVERCORP METALS Common Shares without Liu, Derek Zhihua 5 24/09/2019 10 6.1185 36,000 -14,000 INC. par value SILVERCORP METALS Common Shares without Yuan, Jialiang 5 24/09/2019 10 6.08 53,945 -48,750 INC. par value SILVERCORP METALS Common Shares without Yuan, Jialiang 5 24/09/2019 51 3.36 72,695 18,750 INC. par value SILVERCORP METALS Common Shares without Yuan, Jialiang 5 24/09/2019 51 3.23 85,195 12,500 INC. par value SILVERCORP METALS Common Shares without Yuan, Jialiang 5 24/09/2019 51 3.4 102,695 17,500 INC. par value

October 3, 2019 (2019), 42 OSCB 8019

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed SILVERCORP METALS Options Yuan, Jialiang 5 24/09/2019 51 3.36 119,250 -18,750 INC. SILVERCORP METALS Options Yuan, Jialiang 5 24/09/2019 51 3.23 106,750 -12,500 INC. SILVERCORP METALS Options Yuan, Jialiang 5 24/09/2019 51 3.4 89,250 -17,500 INC. Sire Bioscience Inc. Common Shares Nugent, Brian 4 11/09/2019 00 11,200,000 Sire Bioscience Inc. Options Nugent, Brian 4 11/09/2019 00 Sire Bioscience Inc. Warrants Nugent, Brian 4 11/09/2019 00 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 19/09/2019 10 0.05 24,524,000 224,000 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 20/09/2019 10 0.055 25,024,000 500,000 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 24/09/2019 10 0.06 25,343,000 319,000 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 24/09/2019 10 0.065 25,524,000 181,000 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 25/09/2019 10 0.045 25,854,000 330,000 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 25/09/2019 10 0.05 26,054,000 200,000 Sire Bioscience Inc. Common Shares Polla, Brian 4, 5 26/09/2019 10 0.045 26,147,000 93,000 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 19/09/2019 10 0.13 1,468,000 6,500 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 19/09/2019 10 0.13 1,468,500 500 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 19/09/2019 10 0.13 1,471,000 2,500 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 19/09/2019 10 0.18 1,473,000 2,000 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 20/09/2019 10 0.175 1,475,000 2,000 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 26/09/2019 10 0.14 1,478,000 3,000 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 26/09/2019 10 0.14 1,483,000 5,000 SITKA GOLD CORP. Common Shares Coe, Corwin 4, 5 27/09/2019 10 0.14 1,485,000 2,000 SITKA GOLD CORP. Common Shares COE, RYAN 4 23/09/2019 10 0.17 2,236,500 2,000 Skyharbour Resources Ltd. Common Shares Trimble, Jordan 4 25/09/2019 10 0.1987 711,250 20,000 SLANG Worldwide Inc. Common Shares Driessen, Christopher Lee 4 22/01/2019 45 2,571,752 (formerly Fire Cannabis Inc.) SLANG Worldwide Inc. Common Shares Driessen, Christopher Lee 4 22/01/2019 45 2,564,847 2,564,847 (formerly Fire Cannabis Inc.) SLANG Worldwide Inc. Common Shares Driessen, Christopher Lee 4 08/04/2019 11 0.56 2,764,847 200,000 (formerly Fire Cannabis Inc.) SLANG Worldwide Inc. Restricted Shares Driessen, Christopher Lee 4 22/01/2019 45 683,630 (formerly Fire Cannabis Inc.) SLANG Worldwide Inc. Restricted Shares Driessen, Christopher Lee 4 22/01/2019 45 647,832 647,832 (formerly Fire Cannabis Inc.) Slate Office REIT Class B Limited Slate Asset Management 3 17/09/2019 90 0 -211,342 Partnership Units - FAM II LP LP Slate Retail REIT Class B LP 1 Units Welch, Blair 4 16/09/2019 36 0 -95,731 Slate Retail REIT Class B LP 2 Units Welch, Blair 4 16/09/2019 36 0 -341,574 Slate Retail REIT GAR B Exchangeable Welch, Blair 4 16/09/2019 36 0 -255,720 Units Slate Retail REIT Trust Units Class U Units Welch, Blair 4 16/09/2019 36 104,619 95,731 Slate Retail REIT Trust Units Class U Units Welch, Blair 4 16/09/2019 36 446,193 341,574 Slate Retail REIT Trust Units Class U Units Welch, Blair 4 16/09/2019 36 255,720 255,720 Slate Retail REIT Class B LP 1 Units Welch, Brady Scott 4, 5 16/09/2019 36 0 -95,731 Slate Retail REIT Class B LP 2 Units Welch, Brady Scott 4, 5 16/09/2019 36 0 -341,574 Slate Retail REIT GAR B Exchangeable Welch, Brady Scott 4, 5 16/09/2019 36 0 -255,720 Units Slate Retail REIT Trust Units Class U Units Welch, Brady Scott 4, 5 16/09/2019 36 107,646 95,731 Slate Retail REIT Trust Units Class U Units Welch, Brady Scott 4, 5 16/09/2019 36 449,220 341,574 Slate Retail REIT Trust Units Class U Units Welch, Brady Scott 4, 5 16/09/2019 36 255,720 255,720 Slater Mining Corporation Common Shares Sujir, Jay 4 11/04/2008 00 Slater Mining Corporation Common Shares Sujir, Jay 4 05/06/2008 00 500,000 Slater Mining Corporation Options Sujir, Jay 4 11/04/2008 00 Slater Mining Corporation Options Sujir, Jay 4 05/06/2008 00 Société d'exploration minière Common Shares Fedosiewich, Mark Brian 5 26/09/2019 10 0.11 5,572,000 3,000 Vior Inc. Société d'exploration minière Common Shares L'Heureux, Marc 4, 5 25/09/2019 10 0.105 1,050,000 15,000 Vior Inc. Sonoro Metals Corp. Common Shares Darch, John Michael 4 24/09/2019 11 0.17 2,100,000 -400,000

October 3, 2019 (2019), 42 OSCB 8020

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Sonoro Metals Corp. Common Shares Regan, Katharine Elizabeth 8 24/09/2019 11 0.17 181,000 100,000 SouthGobi Resources Ltd. Common Shares He, Yingbin Ian 4 16/05/2017 00 SouthGobi Resources Ltd. Common Shares He, Yingbin Ian 4 24/09/2019 10 0.1 7,000 7,000 Spark Power Group Inc. Common Shares Ardila, Daniel Joseph 5 24/09/2019 90 94,742 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Ardila, Daniel Joseph 5 25/09/2019 90 266,052 94,742 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Ardila, Daniel Joseph 5 24/09/2019 90 -94,742 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Ardila, Daniel Joseph 5 25/09/2019 90 0 -94,742 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares CG Investments Inc. 3 25/09/2019 10 1.12 1,012,466 -2,954 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 31/03/2019 90 -36,143 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 31/03/2019 90 -36,143 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 24/09/2019 11 -1,104,417 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 25/09/2019 11 0 -1,104,417 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 31/03/2019 90 1,644,508 -36,143 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 24/09/2019 11 -1,644,508 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Clark, Andrew W 4 25/09/2019 11 0 -1,644,508 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Dizy, Ronald Peter 4 31/08/2018 00 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Dizy, Ronald Peter 4 23/09/2019 10 1.14 30,000 30,000 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Peloquin, Daniel 4 24/09/2019 90 54,215 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Peloquin, Daniel 4 25/09/2019 90 187,215 54,215 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Peloquin, Daniel 4 24/09/2019 90 -54,215 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Peloquin, Daniel 4 25/09/2019 90 0 -54,215 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Quarin, Joseph 4 25/09/2019 90 549,430 361,430 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Quarin, Joseph 4 25/09/2019 90 684,775 135,345 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Quarin, Joseph 4 25/09/2019 90 0 -135,345 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Quarin, Joseph 4 25/09/2019 90 0 -361,430 (formerly Canaccord Genuity Acquisition Corp.)

October 3, 2019 (2019), 42 OSCB 8021

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Spark Power Group Inc. Common Shares Quarin, Joseph 4 25/09/2019 90 0 -72,286 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Quarin, Joseph 4 31/08/2018 00 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Quarin, Joseph 4 25/09/2019 90 72,286 72,286 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 31/03/2019 90 -36,143 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 31/03/2019 90 -36,143 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 24/09/2019 11 -1,104,417 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 25/09/2019 11 0 -1,104,417 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 31/03/2019 90 1,644,508 -36,143 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 24/09/2019 11 -1,644,508 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Sparaga, Jason 5 25/09/2019 11 0 -1,644,508 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Taylor, Larry Douglas 4 24/09/2019 90 1.09 288,715 180,715 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Wetston, Howard Isadore 4 24/09/2019 90 21,655 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Wetston, Howard Isadore 4 25/09/2019 90 142,988 21,655 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Wetston, Howard Isadore 4 24/09/2019 90 -21,655 (formerly Canaccord Genuity Acquisition Corp.) Spark Power Group Inc. Common Shares Wetston, Howard Isadore 4 25/09/2019 90 0 -21,655 (formerly Canaccord Genuity Acquisition Corp.) Sphinx Resources Ltd. Warrants MARTIN, INGRID 5 22/09/2019 55 0.08 100,000 -100,000 Spin Master Corp. Subordinate Voting Beardall, Chris 5 23/09/2019 10 43.03 156,261 -84,820 Shares Spin Master Corp. Restricted Share Units DiBerardino, Krista 5 26/09/2019 57 41.77 0 -2,606 Spin Master Corp. Subordinate Voting DiBerardino, Krista 5 26/09/2019 57 41.77 41,547 2,606 Shares Spin Master Corp. Subordinate Voting DiBerardino, Krista 5 26/09/2019 10 41.51 38,941 -2,606 Shares Spin Master Corp. Restricted Share Units Lecker, Susan Renata 5 26/09/2019 57 41.77 0 -2,606 Spin Master Corp. Subordinate Voting Lecker, Susan Renata 5 24/09/2018 00 Shares Spin Master Corp. Subordinate Voting Lecker, Susan Renata 5 26/09/2019 57 41.77 2,606 2,606 Shares Spin Master Corp. Subordinate Voting Lecker, Susan Renata 5 26/09/2019 10 41.51 0 -2,606 Shares Spin Master Corp. Multiple Voting Shares Rabie, Anton 3, 4, 5 23/09/2019 36 30,430,516 -25,000 Spin Master Corp. Subordinate Voting Rabie, Anton 3, 4, 5 23/09/2019 36 25,000 25,000 Shares Spin Master Corp. Subordinate Voting Rabie, Anton 3, 4, 5 23/09/2019 47 0 -25,000 Shares Spin Master Corp. Multiple Voting Shares Trumbanick Investments 3 23/09/2019 36 30,430,516 -25,000 Ltd. Spin Master Corp. Subordinate Voting Trumbanick Investments 3 23/09/2019 36 25,000 25,000 Shares Ltd.

October 3, 2019 (2019), 42 OSCB 8022

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Spin Master Corp. Subordinate Voting Trumbanick Investments 3 23/09/2019 47 0 -25,000 Shares Ltd. Spot Coffee (Canada) Ltd. Common Shares AYOUB, ANTON MICHEL 4, 5 23/09/2019 10 0.105 2,181,458 1,500 Spot Coffee (Canada) Ltd. Common Shares AYOUB, ANTON MICHEL 4, 5 24/09/2019 10 0.11 2,182,458 1,000 Spot Coffee (Canada) Ltd. Common Shares AYOUB, ANTON MICHEL 4, 5 25/09/2019 10 0.105 2,183,458 1,000 Spot Coffee (Canada) Ltd. Common Shares AYOUB, ANTON MICHEL 4, 5 27/09/2019 10 0.1 2,184,958 1,500 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 20/09/2019 10 0.1004 9,497,900 30,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 24/09/2019 10 0.11 9,507,900 10,000 Spot Coffee (Canada) Ltd. Common Shares Lorenzo, John Michael 4 25/09/2019 10 0.105 9,517,900 10,000 SQI Diagnostics Inc. Common Shares Beddoe, Clive 3, 4 25/09/2019 16 0.1 55,320,559 10,000,000 SQI Diagnostics Inc. Warrants Beddoe, Clive 3, 4 25/09/2019 16 46,498,140 10,000,000 SQI Diagnostics Inc. Common Shares Connor, Gerald R. 3, 4 25/09/2019 16 0.1 50,443,566 10,000,000 SQI Diagnostics Inc. Warrants Connor, Gerald R. 3, 4 25/09/2019 16 34,664,268 10,000,000 SQI Diagnostics Inc. Common Shares Matthews, Wilmot Leslie 3, 4 25/09/2019 16 0.1 50,514,616 10,000,000 SQI Diagnostics Inc. Warrants Matthews, Wilmot Leslie 3, 4 25/09/2019 16 46,098,137 10,000,000 St-Georges Eco-Mining Common Shares Dumas, Francois 4, 5 26/09/2019 10 0.065 6,728,641 7,000 Corp. Star Diamond Corporation Common Shares MacNeill, Kenneth Earl 4, 5 23/09/2019 57 0.19 9,513,272 300,000 Star Diamond Corporation Common Shares MacNeill, Kenneth Earl 4, 5 23/09/2019 57 0.2 10,613,272 1,100,000 Star Diamond Corporation Common Shares MacNeill, Kenneth Earl 4, 5 26/09/2019 10 0.205 9,916,272 -697,000 Star Diamond Corporation Rights Restricted Share MacNeill, Kenneth Earl 4, 5 23/09/2019 57 0.19 2,200,000 -300,000 Units Star Diamond Corporation Rights Restricted Share MacNeill, Kenneth Earl 4, 5 23/09/2019 57 0.2 1,100,000 -1,100,000 Units Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 26/08/2019 10 0.95 548,655 1,045 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 30/08/2019 10 0.92 554,055 5,400 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 05/09/2019 10 0.94 554,205 150 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 05/09/2019 10 0.92 556,705 2,500 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 05/09/2019 10 0.93 556,730 25 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 06/09/2019 10 0.93 556,930 200 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 06/09/2019 10 0.92 558,930 2,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 17/09/2019 10 0.89 559,930 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 19/09/2019 10 0.86 560,305 375 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 19/09/2019 10 0.85 562,805 2,500 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 26/09/2019 10 0.88 563,805 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 27/09/2019 10 0.89 564,805 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 27/08/2019 10 0.94 2,516,562 2,650 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 29/08/2019 10 0.93 2,517,562 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 30/08/2019 10 0.92 2,520,562 3,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 30/08/2019 10 0.94 2,521,562 1,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 03/09/2019 10 0.94 2,522,962 1,400 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 05/09/2019 10 0.94 2,524,012 1,050 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 06/09/2019 10 0.93 2,525,612 1,600 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 10/09/2019 10 0.89 2,527,612 2,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 12/09/2019 10 0.9 2,529,262 1,650 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 16/09/2019 10 0.9 2,530,412 1,150 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 17/09/2019 10 0.9 2,531,612 1,200 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 19/09/2019 10 0.86 2,533,612 2,000 Steppe Gold Ltd. Common Shares Waraich, Aneel Singh 4, 5 26/09/2019 10 0.8806 2,535,212 1,600 Stingray Group Inc. Subordinate Voting STEELE, JOHN RICHARD 4 05/02/2019 00 Shares Stingray Group Inc. Subordinate Voting STEELE, JOHN RICHARD 4 05/02/2019 00 Shares Stingray Group Inc. Subordinate Voting STEELE, JOHN RICHARD 4 05/02/2019 00 91,399 Shares StorageVault Canada Inc. Common Shares Scott, Steven Robert 4, 5 25/09/2019 10 3.2 15,558 2,025 Storm Resources Ltd. Common Shares Lavergne, Brian 4, 5 23/09/2019 10 1.27 3,138,561 14,000 Stuart Olson Inc. Common Shares Beacon, Dean 5 16/09/2019 00 Stuart Olson Inc. Rights Deferred Share Beacon, Dean 5 16/09/2019 00 Units (DSUs)

October 3, 2019 (2019), 42 OSCB 8023

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Stuart Olson Inc. Rights Performance Beacon, Dean 5 16/09/2019 00 Share Units Stuhini Exploration Ltd. Options Aliperti, Fiore 4 06/08/2019 50 0.2 165,000 65,000 Stuhini Exploration Ltd. Common Shares KAMIMURA, CHARLES 5 21/02/2019 00 SHIGEO Stuhini Exploration Ltd. Common Shares KAMIMURA, CHARLES 5 18/09/2019 16 0.2 25,000 25,000 SHIGEO Stuhini Exploration Ltd. Common Shares KAMIMURA, CHARLES 5 21/02/2019 00 SHIGEO Stuhini Exploration Ltd. Common Shares KAMIMURA, CHARLES 5 18/09/2019 16 0.2 25,000 25,000 SHIGEO Stuhini Exploration Ltd. Options Nohdomi, Kazuki 4 06/08/2019 50 0.2 85,000 65,000 SunOpta Inc. Common Shares Reijn, Barend 5 16/09/2019 00 31,288 SunOpta Inc. Options Reijn, Barend 5 16/09/2019 00 25,184 SunOpta Inc. Performance Share Units Reijn, Barend 5 16/09/2019 00 13,497 SunOpta Inc. Rights RSU Reijn, Barend 5 16/09/2019 00 3,599 Surge Energy Inc. Rights Performance Bye, Murray 5 15/08/2016 56 2.37 254,746 Share Awards Surge Energy Inc. Rights Performance Bye, Murray 5 15/08/2016 56 2.37 959,109 543,618 Share Awards Surge Energy Inc. Rights Performance Bye, Murray 5 15/08/2017 56 2.13 288,732 Share Awards Surge Energy Inc. Rights Performance Bye, Murray 5 15/08/2017 56 2.13 543,618 Share Awards Surge Energy Inc. Rights Performance Bye, Murray 5 15/08/2017 56 2.13 1,003,128 288,732 Share Awards Surge Energy Inc. Common Shares Colborne, Paul 4 16/09/2019 10 1.142 5,322,995 2,829 Surge Energy Inc. Common Shares Colborne, Paul 4 16/09/2019 10 1.1435 5,323,375 380 Surge Energy Inc. Common Shares Colborne, Paul 4 16/09/2019 10 1.1435 5,329,251 5,876 Surge Energy Inc. Common Shares Colborne, Paul 4 16/09/2019 10 1.1435 696,856 5,955 Surge Energy Inc. Common Shares Colborne, Paul 4 16/09/2019 10 1.1435 7,639 147 Surge Energy Inc. Rights Performance DUCS, JARED ANDREW 5 16/08/2018 00 Share Awards RENTON Surge Energy Inc. Rights Performance DUCS, JARED ANDREW 5 16/08/2018 00 Share Awards RENTON Surge Energy Inc. Rights Performance DUCS, JARED ANDREW 5 16/08/2018 00 Share Awards RENTON Surge Energy Inc. Rights Performance DUCS, JARED ANDREW 5 16/08/2018 00 118,884 Share Awards RENTON Surge Energy Inc. Rights Performance Elekes, Margaret Ann 5 15/08/2016 56 2.37 237,341 Share Awards Surge Energy Inc. Rights Performance Elekes, Margaret Ann 5 15/08/2016 56 2.37 924,905 506,476 Share Awards Surge Energy Inc. Rights Performance Monden, Rod J 5 16/08/2018 00 Share Awards Surge Energy Inc. Rights Performance Monden, Rod J 5 16/08/2018 00 148,339 Share Awards Talisker Resources Ltd. Common Shares Gilchrist, Brent Lindsay 4 23/09/2019 97 144,044 Talisker Resources Ltd. Common Shares Gilchrist, Brent Lindsay 4 20/09/2019 97 701,913 41,155 Talisker Resources Ltd. Common Shares Gilchrist, Brent Lindsay 4 23/09/2019 97 1,948,722 144,044 Teck Resources Limited Class B Subordinate Higo, Toru 4 17/09/2019 00 2,000 Voting Shares Temple Hotels Inc. Common Shares Temple Hotels Inc. 1 25/09/2019 38 1.77 7,200 7,200 Temple Hotels Inc. Common Shares Temple Hotels Inc. 1 25/09/2019 38 0 -7,200 Terra Firma Capital Common Shares Bart, Christopher Kenneth 4 20/09/2019 37 33,200 -298,800 Corporation Terra Firma Capital Common Shares Bart, Christopher Kenneth 4 20/09/2019 37 16,314 -146,833 Corporation Terra Firma Capital Convertible Debentures Bart, Christopher Kenneth 4 12/09/2017 38 $0 -$50,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014 Terra Firma Capital Deferred Share Units Bart, Christopher Kenneth 4 20/09/2019 37 44,390 -399,511 Corporation

October 3, 2019 (2019), 42 OSCB 8024

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Terra Firma Capital Options Bart, Christopher Kenneth 4 20/09/2019 37 10,000 -90,000 Corporation Terra Firma Capital Common Shares Kaplan, John David 3, 4 20/09/2019 37 4,000 -36,000 Corporation Terra Firma Capital Common Shares Kaplan, John David 3, 4 20/09/2019 37 466,937 -4,202,439 Corporation Terra Firma Capital Common Shares Kaplan, John David 3, 4 20/09/2019 37 3,057 -27,513 Corporation Terra Firma Capital Convertible Debentures Kaplan, John David 3, 4 12/09/2017 38 $0 -$500,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014 Terra Firma Capital Deferred Share Units Kaplan, John David 3, 4 20/09/2019 37 11,638 -104,749 Corporation Terra Firma Capital Options Kaplan, John David 3, 4 20/09/2019 37 66,500 -598,500 Corporation Terra Firma Capital Common Shares Meyer, Yisrael Dov 5 20/09/2019 37 298,401 -2,685,615 Corporation Terra Firma Capital Common Shares Meyer, Yisrael Dov 5 20/09/2019 37 11,714 -105,431 Corporation Terra Firma Capital Common Shares Meyer, Yisrael Dov 5 20/09/2019 37 93,949 -845,542 Corporation Terra Firma Capital Common Shares Meyer, Yisrael Dov 5 20/09/2019 37 7,700 -69,300 Corporation Terra Firma Capital Convertible Debentures Meyer, Yisrael Dov 5 12/09/2017 38 $0 -$300,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014 Terra Firma Capital Convertible Debentures Meyer, Yisrael Dov 5 12/09/2017 38 $0 -$200,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014 Terra Firma Capital Deferred Share Units Meyer, Yisrael Dov 5 20/09/2019 37 31,914 -287,235 Corporation Terra Firma Capital Options Meyer, Yisrael Dov 5 20/09/2019 37 150,500 -1,354,504 Corporation Terra Firma Capital Common Shares Montgomery, Carolyn 5 19/09/2019 10 0.5325 49,000 19,000 Corporation Terra Firma Capital Common Shares Montgomery, Carolyn 5 20/09/2019 37 -27,000 Corporation Terra Firma Capital Common Shares Montgomery, Carolyn 5 20/09/2019 37 4,900 -44,100 Corporation Terra Firma Capital Deferred Share Units Montgomery, Carolyn 5 20/09/2019 37 8,018 -72,167 Corporation Terra Firma Capital Options Montgomery, Carolyn 5 20/09/2019 37 36,000 -324,000 Corporation Terra Firma Capital Common Shares Patava, Miroslav Jerry 4 20/09/2019 37 10,000 -90,000 Corporation Terra Firma Capital Deferred Share Units Patava, Miroslav Jerry 4 20/09/2019 37 11,545 -103,908 Corporation Terra Firma Capital Common Shares Reichmann, Philip 4 20/09/2019 37 50,431 -453,882 Corporation Terra Firma Capital Common Shares Reichmann, Philip 4 20/09/2019 37 6,707 -60,366 Corporation Terra Firma Capital Convertible Debentures Reichmann, Philip 4 12/09/2017 38 $0 -$150,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014 Terra Firma Capital Deferred Share Units Reichmann, Philip 4 20/09/2019 37 38,230 -344,073 Corporation Terra Firma Capital Options Reichmann, Philip 4 20/09/2019 37 10,000 -90,000 Corporation Terra Firma Capital Common Shares Temkin, Seymour 4 20/09/2019 37 12,466 -112,201 Corporation Terra Firma Capital Convertible Debentures Temkin, Seymour 4 12/09/2017 38 $0 -$30,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014

October 3, 2019 (2019), 42 OSCB 8025

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Terra Firma Capital Deferred Share Units Temkin, Seymour 4 20/09/2019 37 50,104 -450,942 Corporation Terra Firma Capital Options Temkin, Seymour 4 20/09/2019 37 7,566 -68,101 Corporation Terra Firma Capital Common Shares Thiyagarajah, Manokaran 5 20/09/2019 37 38,722 -348,499 Corporation Terra Firma Capital Common Shares Thiyagarajah, Manokaran 5 20/09/2019 37 8,800 -79,200 Corporation Terra Firma Capital Convertible Debentures Thiyagarajah, Manokaran 5 12/09/2017 38 $0 -$100,000 Corporation 7.0% Convertible Unsecured Subordinated Debentures - 2014 Terra Firma Capital Deferred Share Units Thiyagarajah, Manokaran 5 20/09/2019 37 21,708 -195,380 Corporation Terra Firma Capital Options Thiyagarajah, Manokaran 5 20/09/2019 37 45,000 -405,000 Corporation Terra Firma Capital Common Shares Watchorn, Glenn 5 20/09/2019 37 119,982 -1,079,842 Corporation Terra Firma Capital Deferred Share Units Watchorn, Glenn 5 20/09/2019 37 22,530 -202,774 Corporation Terra Firma Capital Options Watchorn, Glenn 5 20/09/2019 37 174,000 -1,566,000 Corporation TerraVest Industries Inc. Common Shares MacBean, Michael 6 25/09/2019 10 13 113,504 -20,000 (formerly TerraVest Capital Inc.) Tetra Bio-Pharma Inc. Common Shares MacLean, Christopher John 7 01/05/2019 00 661,847 The Descartes Systems Common Shares Wood, Kenneth Edward 5 23/09/2019 51 24.79 16,650 11,066 Group Inc. The Descartes Systems Common Shares Wood, Kenneth Edward 5 23/09/2019 51 29.9 26,302 9,652 Group Inc. The Descartes Systems Common Shares Wood, Kenneth Edward 5 23/09/2019 51 36.44 31,052 4,750 Group Inc. The Descartes Systems Common Shares Wood, Kenneth Edward 5 23/09/2019 10 39.4 5,584 -25,468 Group Inc. The Descartes Systems Options Wood, Kenneth Edward 5 23/09/2019 51 24.79 42,341 -11,066 Group Inc. The Descartes Systems Options Wood, Kenneth Edward 5 23/09/2019 51 29.9 32,689 -9,652 Group Inc. The Descartes Systems Options Wood, Kenneth Edward 5 23/09/2019 51 36.44 27,939 -4,750 Group Inc. The Flowr Corporation Common Shares Levi, Laurence 5 01/09/2019 00 9,400 (formerly The Needle Capital Corp.) The Flowr Corporation Options Levi, Laurence 5 01/09/2019 00 505,000 (formerly The Needle Capital Corp.) The Toronto-Dominion Bank Common Shares CUSIP BAMBAWALE, AJAI 5 20/09/2019 51 52.46 13,908 13,908 891160 50 9 The Toronto-Dominion Bank Common Shares CUSIP BAMBAWALE, AJAI 5 20/09/2019 10 76.9 0 -13,908 891160 50 9 The Toronto-Dominion Bank Options BAMBAWALE, AJAI 5 20/09/2019 51 52.46 107,175 -13,908 The Toronto-Dominion Bank Common Shares CUSIP Currie, Theresa Lynn 5 20/09/2019 51 47.59 53,968 53,968 891160 50 9 The Toronto-Dominion Bank Common Shares CUSIP Currie, Theresa Lynn 5 20/09/2019 10 76.9 0 -53,968 891160 50 9 The Toronto-Dominion Bank Options Currie, Theresa Lynn 5 20/09/2019 51 47.59 253,720 -53,968 The Toronto-Dominion Bank Common Shares CUSIP McKenna, Frank Joseph 5 24/09/2019 51 36.63 15,000 15,000 891160 50 9 The Toronto-Dominion Bank Common Shares CUSIP McKenna, Frank Joseph 5 24/09/2019 10 76.42 0 -15,000 891160 50 9 The Toronto-Dominion Bank Options McKenna, Frank Joseph 5 24/09/2019 51 36.63 537,492 -15,000 The Wonderfilm Media Options Tsui, Norman 4, 5 27/08/2019 52 0.6 31,260 -180,000 Corporation (formerly, Westshire Capital II Corp.) The Wonderfilm Media Options Tsui, Norman 4, 5 16/09/2019 50 0.2 231,260 200,000 Corporation (formerly, Westshire Capital II Corp.)

October 3, 2019 (2019), 42 OSCB 8026

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed The Yield Growth Corp. Common Shares Pineo, Krystal 4 23/09/2019 10 0.26 3,324,500 -20,000 The Yield Growth Corp. Common Shares Pineo, Krystal 4 25/09/2019 10 0.26 3,299,500 -25,000 The Yield Growth Corp. Common Shares Pineo, Krystal 4 26/09/2019 10 0.265 3,279,500 -20,000 The Yield Growth Corp. Common Shares White, Penny Olga 3, 4, 5 17/09/2019 10 0.2783 17,958,000 -114,000 Therma Bright Inc. Common Shares Fia, Roberto 4, 5 20/09/2019 10 0.025 9,011,344 24,000 ThreeD Capital Inc.(formerly Common Shares 1313366 Ontario Inc. 3 23/09/2019 10 0.045 5,384,615 -427,666 Brownstone Energy Inc.) ThreeD Capital Inc.(formerly Common Shares Inwentash, Sheldon 4, 6, 5 23/09/2019 10 0.041 6,987,735 -810,000 Brownstone Energy Inc.) ThreeD Capital Inc.(formerly Common Shares Inwentash, Sheldon 4, 6, 5 23/09/2019 10 0.04 6,835,069 -152,666 Brownstone Energy Inc.) ThreeD Capital Inc.(formerly Common Shares Kopman, Jeff 6 23/09/2019 10 0.045 5,384,615 -427,666 Brownstone Energy Inc.) TMAC Resources Inc. Common Shares RCF VI CAD LLC 3 04/09/2019 11 6 28,105,142 145,882 TMAC Resources Inc. Common Shares RCF VI CAD LLC 3 04/09/2019 11 6 1,667,883 145,883 Top Exploration Inc. Common Shares Hahn, Jesse Dale 4 27/09/2018 00 58,000 TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 16/09/2019 30 4.1556 191,238 13,557 (Sandy) TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 17/09/2019 30 4.0982 204,796 13,558 (Sandy) TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 18/09/2019 30 4.0386 218,354 13,558 (Sandy) TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 19/09/2019 30 4.1139 231,911 13,557 (Sandy) TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 20/09/2019 30 4.0788 245,469 13,558 (Sandy) TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 20/09/2019 36 4.097 308,044 62,575 (Sandy) TORC Oil & Gas Ltd. Common Shares Brown, Alexander C. 5 20/09/2019 30 4.097 245,469 -62,575 (Sandy) TORC Oil & Gas Ltd. Performance Awards Brown, Alexander C. 5 18/09/2019 30 270,669 62,912 (Sandy) TORC Oil & Gas Ltd. Performance Awards Brown, Alexander C. 5 18/09/2019 30 154,292 -116,377 (Sandy) TORC Oil & Gas Ltd. Restricted Awards Brown, Alexander C. 5 18/09/2019 30 53,429 1,491 (Sandy) TORC Oil & Gas Ltd. Restricted Awards Brown, Alexander C. 5 18/09/2019 30 38,572 -14,857 (Sandy) TORC Oil & Gas Ltd. Common Shares Brussa, John Albert 4 16/09/2019 30 4.1556 331,882 4,914 TORC Oil & Gas Ltd. Common Shares Brussa, John Albert 4 17/09/2019 30 4.0982 336,796 4,914 TORC Oil & Gas Ltd. Common Shares Brussa, John Albert 4 18/09/2019 30 4.0386 341,711 4,915 TORC Oil & Gas Ltd. Common Shares Brussa, John Albert 4 19/09/2019 30 4.1139 346,625 4,914 TORC Oil & Gas Ltd. Common Shares Brussa, John Albert 4 20/09/2019 30 4.0788 351,540 4,915 TORC Oil & Gas Ltd. Performance Awards Brussa, John Albert 4 18/09/2019 30 6,616 3,446 TORC Oil & Gas Ltd. Performance Awards Brussa, John Albert 4 18/09/2019 30 0 -6,616 TORC Oil & Gas Ltd. Restricted Awards Brussa, John Albert 4 18/09/2019 30 74,404 1,726 TORC Oil & Gas Ltd. Restricted Awards Brussa, John Albert 4 18/09/2019 30 56,448 -17,956 TORC Oil & Gas Ltd. Common Shares Canada Pension Plan 3 16/09/2019 57 63,146,989 4,914 Investment Board TORC Oil & Gas Ltd. Common Shares Canada Pension Plan 3 17/09/2019 57 63,151,903 4,914 Investment Board TORC Oil & Gas Ltd. Common Shares Canada Pension Plan 3 18/09/2019 57 63,156,818 4,915 Investment Board TORC Oil & Gas Ltd. Common Shares Canada Pension Plan 3 19/09/2019 57 63,161,732 4,914 Investment Board TORC Oil & Gas Ltd. Common Shares Canada Pension Plan 3 20/09/2019 57 63,166,647 4,915 Investment Board TORC Oil & Gas Ltd. Performance Awards Canada Pension Plan 3 18/09/2019 30 6,616 3,446 Investment Board TORC Oil & Gas Ltd. Performance Awards Canada Pension Plan 3 18/09/2019 57 0 -6,616 Investment Board TORC Oil & Gas Ltd. Restricted Awards Canada Pension Plan 3 18/09/2019 30 74,404 1,726 Investment Board TORC Oil & Gas Ltd. Restricted Awards Canada Pension Plan 3 18/09/2019 57 56,448 -17,956 Investment Board

October 3, 2019 (2019), 42 OSCB 8027

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed TORC Oil & Gas Ltd. Common Shares Case, Mary-Jo 4 16/09/2019 30 4.1556 21,759 1,759 TORC Oil & Gas Ltd. Common Shares Case, Mary-Jo 4 17/09/2019 30 4.0982 23,518 1,759 TORC Oil & Gas Ltd. Common Shares Case, Mary-Jo 4 18/09/2019 30 4.0386 25,278 1,760 TORC Oil & Gas Ltd. Common Shares Case, Mary-Jo 4 19/09/2019 30 4.1139 27,037 1,759 TORC Oil & Gas Ltd. Common Shares Case, Mary-Jo 4 20/09/2019 30 4.097 28,797 1,760 TORC Oil & Gas Ltd. Restricted Awards Case, Mary-Jo 4 18/09/2019 30 57,925 680 TORC Oil & Gas Ltd. Restricted Awards Case, Mary-Jo 4 18/09/2019 30 49,128 -8,797 TORC Oil & Gas Ltd. Common Shares Chernoff, M. Bruce 4 16/09/2019 30 4.1556 112,850 4,914 TORC Oil & Gas Ltd. Common Shares Chernoff, M. Bruce 4 17/09/2019 30 4.0982 117,764 4,914 TORC Oil & Gas Ltd. Common Shares Chernoff, M. Bruce 4 18/09/2019 30 4.0386 122,679 4,915 TORC Oil & Gas Ltd. Common Shares Chernoff, M. Bruce 4 19/09/2019 30 4.1139 127,593 4,914 TORC Oil & Gas Ltd. Common Shares Chernoff, M. Bruce 4 20/09/2019 30 4.0788 132,508 4,915 TORC Oil & Gas Ltd. Performance Awards Chernoff, M. Bruce 4 18/09/2019 30 6,616 3,446 TORC Oil & Gas Ltd. Performance Awards Chernoff, M. Bruce 4 18/09/2019 30 0 -6,616 TORC Oil & Gas Ltd. Restricted Awards Chernoff, M. Bruce 4 18/09/2019 30 74,404 1,725 TORC Oil & Gas Ltd. Restricted Awards Chernoff, M. Bruce 4 18/09/2019 30 56,448 -17,956 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 16/09/2019 30 4.1556 1,686,043 42,272 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 17/09/2019 30 4.0982 1,728,315 42,272 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 18/09/2019 30 4.0386 1,770,588 42,273 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 19/09/2019 30 4.1139 1,812,860 42,272 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 20/09/2019 30 4.0788 1,855,132 42,272 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 20/09/2019 36 4.097 2,050,235 195,103 TORC Oil & Gas Ltd. Common Shares Herman, Brett 5 20/09/2019 30 4.097 1,855,132 -195,103 TORC Oil & Gas Ltd. Performance Awards Herman, Brett 5 18/09/2019 30 857,666 196,254 TORC Oil & Gas Ltd. Performance Awards Herman, Brett 5 18/09/2019 30 494,763 -362,903 TORC Oil & Gas Ltd. Restricted Awards Herman, Brett 5 18/09/2019 30 169,967 4,613 TORC Oil & Gas Ltd. Restricted Awards Herman, Brett 5 18/09/2019 30 123,691 -46,276 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 16/09/2019 30 4.1556 4,914 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 16/09/2019 30 4.1556 90,669 2,571 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 17/09/2019 30 4.0982 4,914 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 17/09/2019 30 4.0982 93,240 2,571 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 18/09/2019 30 4.0386 4,915 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 18/09/2019 30 4.0386 95,811 2,571 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 19/09/2019 30 4.1139 4,914 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 19/09/2019 30 4.1139 98,382 2,571 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 20/09/2019 30 4.0788 4,915 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 20/09/2019 30 4.0788 100,953 2,571 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 20/09/2019 30 4.097 -11,717 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 20/09/2019 36 4.097 112,670 11,717 TORC Oil & Gas Ltd. Common Shares Johnson, David Daniel 4 20/09/2019 30 4.097 100,953 -11,717 TORC Oil & Gas Ltd. Performance Awards Johnson, David Daniel 4 18/09/2019 30 6,616 3,446 TORC Oil & Gas Ltd. Performance Awards Johnson, David Daniel 4 18/09/2019 30 0 -6,616 TORC Oil & Gas Ltd. Restricted Awards Johnson, David Daniel 4 18/09/2019 30 74,404 1,725 TORC Oil & Gas Ltd. Restricted Awards Johnson, David Daniel 4 18/09/2019 30 56,448 -17,956 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 16/09/2019 30 4.1556 454,744 13,786 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 17/09/2019 30 4.0982 468,530 13,786 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 18/09/2019 30 4.0386 482,316 13,786 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 19/09/2019 30 4.1139 496,102 13,786 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 20/09/2019 30 4.0788 509,888 13,786 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 20/09/2019 36 4.097 573,515 63,627 TORC Oil & Gas Ltd. Common Shares Manchester, Shane 5 20/09/2019 30 4.097 509,888 -63,627 TORC Oil & Gas Ltd. Performance Awards Manchester, Shane 5 18/09/2019 30 272,612 63,924 TORC Oil & Gas Ltd. Performance Awards Manchester, Shane 5 18/09/2019 30 154,292 -118,320 TORC Oil & Gas Ltd. Restricted Awards Manchester, Shane 5 18/09/2019 30 53,694 1,523 TORC Oil & Gas Ltd. Restricted Awards Manchester, Shane 5 18/09/2019 30 38,572 -15,122 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 16/09/2019 30 4.15 98,726 2,571 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 17/09/2019 30 4.09 101,297 2,571 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 18/09/2019 30 24572 24,572

October 3, 2019 (2019), 42 OSCB 8028

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 18/09/2019 30 24572 24,572 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 18/09/2019 30 4.03 103,868 2,571 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 19/09/2019 30 4.11 2,517 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 19/09/2019 30 4.11 106,439 2,571 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 20/09/2019 30 4.09 94,722 -11,717 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 20/09/2019 30 4.09 97,293 2,571 TORC Oil & Gas Ltd. Common Shares Shwed, Dale Orest 4 20/09/2019 36 4.09 109,010 11,717 TORC Oil & Gas Ltd. Performance Awards Shwed, Dale Orest 4 18/09/2019 30 6,616 3,446 TORC Oil & Gas Ltd. Performance Awards Shwed, Dale Orest 4 18/09/2019 30 0 -6,616 TORC Oil & Gas Ltd. Restricted Awards Shwed, Dale Orest 4 18/09/2019 30 74,404 1,725 TORC Oil & Gas Ltd. Restricted Awards Shwed, Dale Orest 4 18/09/2019 30 56,448 -17,956 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 16/09/2019 30 4.1556 192,891 6,366 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 17/09/2019 30 4.0982 199,257 6,366 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 18/09/2019 30 4.0386 205,624 6,367 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 19/09/2019 30 4.1139 211,990 6,366 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 20/09/2019 30 4.0788 218,356 6,366 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 20/09/2019 36 4.097 247,736 29,380 TORC Oil & Gas Ltd. Common Shares Tang, Marvin 5 20/09/2019 30 4.097 218,356 -29,380 TORC Oil & Gas Ltd. Performance Awards Tang, Marvin 5 18/09/2019 30 138,545 29,579 TORC Oil & Gas Ltd. Performance Awards Tang, Marvin 5 18/09/2019 30 83,898 -54,647 TORC Oil & Gas Ltd. Restricted Awards Tang, Marvin 5 18/09/2019 30 27,945 703 TORC Oil & Gas Ltd. Restricted Awards Tang, Marvin 5 18/09/2019 30 20,974 -6,971 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 16/09/2019 30 4.1556 707,099 16,729 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 17/09/2019 30 4.0982 723,828 16,729 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 18/09/2019 30 4.0386 740,558 16,730 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 19/09/2019 30 4.1139 757,287 16,729 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 20/09/2019 30 4.0788 774,016 16,729 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 20/09/2019 36 4.097 851,228 77,212 TORC Oil & Gas Ltd. Common Shares Wallis, Jeremy 5 20/09/2019 30 4.097 774,016 -77,212 TORC Oil & Gas Ltd. Performance Awards Wallis, Jeremy 5 18/09/2019 30 327,612 77,553 TORC Oil & Gas Ltd. Performance Awards Wallis, Jeremy 5 18/09/2019 30 184,042 -143,570 TORC Oil & Gas Ltd. Restricted Awards Wallis, Jeremy 5 18/09/2019 30 64,372 1,856 TORC Oil & Gas Ltd. Restricted Awards Wallis, Jeremy 5 18/09/2019 30 46,011 -18,361 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 16/09/2019 30 4.1556 414,797 16,729 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 17/09/2019 30 4.0982 431,526 16,729 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 18/09/2019 30 4.0386 448,256 16,730 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 19/09/2019 30 4.1139 464,985 16,729 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 20/09/2019 30 4.0788 481,714 16,729 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 20/09/2019 36 4.097 558,926 77,212 TORC Oil & Gas Ltd. Common Shares Wihak, Michael 5 20/09/2019 30 4.097 481,714 -77,212 TORC Oil & Gas Ltd. Performance Awards Wihak, Michael 5 18/09/2019 30 327,612 77,553 TORC Oil & Gas Ltd. Performance Awards Wihak, Michael 5 18/09/2019 30 184,042 -143,570 TORC Oil & Gas Ltd. Restricted Awards Wihak, Michael 5 18/09/2019 30 64,372 1,856 TORC Oil & Gas Ltd. Restricted Awards Wihak, Michael 5 18/09/2019 30 46,011 -18,361 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 16/09/2019 30 4.1556 766,004 20,412 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 17/09/2019 30 4.0982 786,416 20,412 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 18/09/2019 30 4.1139 20,412 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 18/09/2019 30 4.0386 806,828 20,412 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 19/09/2019 30 4.1139 827,240 20,412 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 20/09/2019 30 4.0788 847,652 20,412 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 20/09/2019 36 4.097 941,860 94,208 TORC Oil & Gas Ltd. Common Shares Zabinsky, Jason 5 20/09/2019 30 4.097 847,652 -94,208 TORC Oil & Gas Ltd. Performance Awards Zabinsky, Jason 5 18/09/2019 30 400,365 94,688 TORC Oil & Gas Ltd. Performance Awards Zabinsky, Jason 5 18/09/2019 30 225,174 -175,191 TORC Oil & Gas Ltd. Restricted Awards Zabinsky, Jason 5 18/09/2019 30 78,680 2,261 TORC Oil & Gas Ltd. Restricted Awards Zabinsky, Jason 5 18/09/2019 30 56,294 -22,386 Torrent Capital Ltd. Common Shares Dawe, Wade K. 5 24/09/2019 10 0.34 2,925,000 4,500 Torrent Capital Ltd. Common Shares Dawe, Wade K. 5 24/09/2019 10 0.345 2,930,000 5,000

October 3, 2019 (2019), 42 OSCB 8029

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Torrent Capital Ltd. Common Shares Dawe, Wade K. 5 26/09/2019 10 0.35 2,931,000 1,000 Toscana Energy Income Common Shares Copeland, Donald Darrell 4 19/09/2019 10 0.015 0 -24,080 Corporation Total Energy Services Inc. Common Shares Total Energy Services Inc 1 26/09/2019 10 6.38 27,400 2,900 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 27/09/2019 10 6.69 39,400 12,000 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 23/09/2019 10 6.6028 83,000 5,000 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 24/09/2019 10 6.5196 85,500 2,500 Total Energy Services Inc. Common Shares Total Energy Services Inc 1 25/09/2019 10 6.53 86,000 500 Total Energy Services Inc. Common Shares Wiswell, Andrew B. 4 25/09/2019 10 6.6 46,113 1,415 TransAlta Corporation Common Shares Kousinioris, John Harry 5 19/09/2019 10 8.597 43,265 5,780 TransAlta Corporation Common Shares Kousinioris, John Harry 5 19/09/2019 10 8.49 46,215 2,950 TransAlta Corporation Common Shares Kousinioris, John Harry 5 19/09/2019 90 59,713 13,498 TransAlta Corporation Common Shares Kousinioris, John Harry 5 19/09/2019 10 8.545 23,320 -5,780 TransAlta Corporation Common Shares Kousinioris, John Harry 5 19/09/2019 90 9,822 -13,498 Transcanna Holdings Inc. Common Shares Johannson, Arni Thomas 4 23/09/2019 10 0.79 1,919,000 10,000 TransGlobe Energy Common Shares Neely, Randy 4, 5 27/09/2019 10 1.359 200,000 24,700 Corporation Transition Metals Corp. Common Shares Collins, Gregory 4, 5 18/09/2019 10 0.18 619,000 35,000 Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 05/09/2019 38 2.1189 995 995 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 06/09/2019 38 2.1097 3,190 2,195 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 09/09/2019 38 2.0781 4,285 1,095 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 10/09/2019 38 2.1253 6,680 2,395 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 11/09/2019 38 2.05 9,075 2,395 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 12/09/2019 38 2.05 10,070 995 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 13/09/2019 38 2.06 12,465 2,395 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 17/09/2019 38 2.0269 13,160 695 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 20/09/2019 38 2.01 14,860 1,700 (formerly known as Tree Island Wire Income Fund) Tree Island Steel Ltd. Common Shares Tree Island Steel Ltd. 1 26/09/2019 38 0 -14,860 (formerly known as Tree Island Wire Income Fund) Trevali Mining Corporation Common Shares Trevali Mining Corporation 1 23/09/2019 38 0.2341 1,354,100 260,100 Trevali Mining Corporation Common Shares Trevali Mining Corporation 1 24/09/2019 38 0.2285 1,620,600 266,500 Trevali Mining Corporation Common Shares Trevali Mining Corporation 1 25/09/2019 38 0.2255 1,890,640 270,040 Trevali Mining Corporation Common Shares Trevali Mining Corporation 1 26/09/2019 38 0.224 2,162,500 271,860 Trican Well Service Ltd. Common Shares Armoyan, Sime 3 25/09/2019 10 1 30,442,300 202,800 Trillium Therapeutics Inc. Options Skvarka, Jan 4, 5 25/09/2019 00 (formerly Stem Cell Therapeutics Corp.) Trillium Therapeutics Inc. Options Skvarka, Jan 4, 5 25/09/2019 50 0.54 1,800,000 1,800,000 (formerly Stem Cell Therapeutics Corp.) Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 27/12/2018 90 0 -33,896 NovaCopper Inc.) Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 19/09/2019 51 1.22 75,000 75,000 NovaCopper Inc.) Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 19/09/2019 38 2.11 31,635 -43,365 NovaCopper Inc.)

October 3, 2019 (2019), 42 OSCB 8030

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 19/09/2019 90 0 -31,635 NovaCopper Inc.) Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 30/04/2012 00 NovaCopper Inc.) Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 27/12/2018 90 33,896 33,896 NovaCopper Inc.) Trilogy Metals Inc. (formerly Common Shares Lang, Gregory Anthony 4 19/09/2019 90 65,531 31,635 NovaCopper Inc.) Trilogy Metals Inc. (formerly Options Lang, Gregory Anthony 4 19/09/2019 51 1.22 475,000 -75,000 NovaCopper Inc.) Trisura Group Ltd. Common Shares Clare, David James 4, 5 24/09/2019 15 26.4 71,894 1,894 Trisura Group Ltd. Common Shares Doyle, James Gabriel 7, 5 15/06/2017 00 Trisura Group Ltd. Common Shares Doyle, James Gabriel 7, 5 24/09/2019 16 26.4 5,000 5,000 Trisura Group Ltd. Common Shares Gallagher, Paul Joseph 4 15/05/2017 00 Trisura Group Ltd. Common Shares Gallagher, Paul Joseph 4 24/09/2019 15 26.4 2,000 2,000 Trisura Group Ltd. Common Shares Hedges, Barton Walter 4 24/09/2019 16 26.4 10,000 5,000 Trisura Group Ltd. Common Shares Morrison, Gregory Ernest 4, 5 24/09/2019 16 26.4 36,500 22,500 Alexander Trisura Group Ltd. Common Shares Partners Value Investments 3 24/09/2019 16 26.4 1,648,722 378,788 LP Trisura Group Ltd. Common Shares Sweeney, Eileen Marie 7 24/09/2019 16 26.4 35,131 25,131 Trisura Group Ltd. Common Shares Taylor, Robert Edward 4, 7 24/09/2019 15 26.4 46,329 1,894 Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 21/09/2018 00 (formerly Schyan Exploration Shares Inc.) Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 24/09/2019 10 8.2968 10,000 10,000 (formerly Schyan Exploration Shares Inc.) Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 25/09/2019 10 8 12,500 2,500 (formerly Schyan Exploration Shares Inc.) Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 25/09/2019 10 8.02 13,000 500 (formerly Schyan Exploration Shares Inc.) Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 25/09/2019 10 8.05 21,000 8,000 (formerly Schyan Exploration Shares Inc.) Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 25/09/2019 10 8.12 26,270 5,270 (formerly Schyan Exploration Shares Inc.) Trulieve Cannabis Corp. Subordinate Voting Rivers, Kimberly 3, 4, 5 25/09/2019 10 8.13 31,000 4,730 (formerly Schyan Exploration Shares Inc.) Tucows Inc. Options Reilly, Justin 5 16/09/2019 00 Tucows Inc. Options Reilly, Justin 5 16/09/2019 50 55.19 5,000 5,000 Tucows Inc. Options Reilly, Justin 5 16/09/2019 50 55.19 14,000 9,000 Tudor Gold Corp. Common Shares 2176423 Ontario Ltd. 3 24/09/2019 10 0.7483 13,985,000 185,000 Tudor Gold Corp. Common Shares Kilofliski, Catalin 5 22/04/2019 00 Tudor Gold Corp. Common Shares Kilofliski, Catalin 5 25/09/2019 51 0.4 100,000 100,000 Tudor Gold Corp. Common Shares Kilofliski, Catalin 5 26/09/2019 10 0.76 0 -100,000 Tudor Gold Corp. Options Kilofliski, Catalin 5 25/09/2019 51 0.4 400,000 -100,000 Tudor Gold Corp. Common Shares Sprott, Eric S. 3 24/09/2019 10 0.7483 13,985,000 185,000 TWC Enterprises Limited Common Shares TWC Enterprises Limited 1 23/09/2019 38 13.7 1,000 1,000 TWC Enterprises Limited Common Shares TWC Enterprises Limited 1 23/09/2019 38 0 -1,000 UEX Corporation Options (Incentive stock Thody, Graham Campbell 4 21/09/2019 52 1.34 4,350,000 -1,000,000 options) Unigold Inc. Common Shares 2176423 Ontario Ltd. 3 18/09/2019 00 Unigold Inc. Common Shares 2176423 Ontario Ltd. 3 18/09/2019 16 0.1 10,000,000 10,000,000 Unigold Inc. Warrants 2176423 Ontario Ltd. 3 18/09/2019 00 Unigold Inc. Warrants 2176423 Ontario Ltd. 3 18/09/2019 16 0.15 5,000,000 5,000,000 Unigold Inc. Options Acero, Jose Ignacio 4 25/09/2019 50 450,000 150,000 Unigold Inc. Options Danis, Daniel 5 25/09/2019 50 450,000 150,000 Unigold Inc. Options Del Campo, Joseph 4 25/09/2019 50 0.2 750,000 400,000 Unigold Inc. Options Green, John Gordon 5 25/09/2019 50 550,000 200,000

October 3, 2019 (2019), 42 OSCB 8031

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Unigold Inc. Options Hamilton, Joseph Andrew 4 25/09/2019 50 1,100,000 500,000 Unigold Inc. Warrants Hamilton, Joseph Andrew 4 15/05/2019 55 0 -80,000 Unigold Inc. Options Hanson, Wesley Clay 5 25/09/2019 50 0.2 775,000 500,000 Unigold Inc. Options Lacoste, Jean-Marc 4 08/07/2019 00 Unigold Inc. Options Lacoste, Jean-Marc 4 25/09/2019 50 0.2 150,000 150,000 Unigold Inc. Options Lacoste, Jean-Marc 4 26/09/2019 50 0.2 150,000 Unigold Inc. Options Padilla, Ruben 4 25/09/2019 50 450,000 150,000 Unigold Inc. Options PAGE, CHARLES ELIJAH 4 25/09/2019 50 500,000 200,000 Unigold Inc. Common Shares Sprott, Eric S. 3 18/09/2019 00 Unigold Inc. Common Shares Sprott, Eric S. 3 18/09/2019 16 0.1 10,000,000 10,000,000 Unigold Inc. Warrants Sprott, Eric S. 3 18/09/2019 00 Unigold Inc. Warrants Sprott, Eric S. 3 18/09/2019 16 0.15 5,000,000 5,000,000 Unigold Inc. Options Tremblay, Norman 4 06/03/2017 00 Unigold Inc. Options Tremblay, Norman 4 25/09/2019 50 150,000 150,000 Uniserve Communications Common Shares Scholz, Michael Curt 4 20/09/2019 16 0.08 16,853,723 300,000 Corporation Uniserve Communications Warrants Scholz, Michael Curt 4 20/09/2019 53 0.12 11,598,041 300,000 Corporation United Corporations Limited Common Shares E-L Financial Corporation 3 23/09/2019 10 93.35 6,366,659 100 Limited United Corporations Limited Common Shares E-L Financial Corporation 3 24/09/2019 10 93.35 6,367,659 1,000 Limited Urbanimmersive Inc. Common Shares Bedard, Simon 4 24/09/2019 10 0.06 574,286 45,000 Valens Groworks Corp. Common Shares 1009368 BC LTD. 3 04/07/2019 11 0.01 -538,161 (formerly Genovation Capital Corp.) Valens Groworks Corp. Common Shares 1009368 BC LTD. 3 04/07/2019 11 0.01 16,884,007 -1,614,481 (formerly Genovation Capital Corp.) Valens Groworks Corp. Common Shares 1009368 BC LTD. 3 17/09/2019 11 0.01 14,076,446 -272,080 (formerly Genovation Capital Corp.) VALEO PHARMA INC. Common Shares Class A Allard, Guy Paul 6, 5 27/12/2018 00 VALEO PHARMA INC. Common Shares Class A Allard, Guy Paul 6, 5 26/09/2019 10 0.295 5,000 5,000 VALEO PHARMA INC. Common Shares Class A Mainville, Luc 5 26/09/2019 10 0.3125 1,428,555 1,000 VALEO PHARMA INC. Warrants Mainville, Luc 5 19/09/2019 10 0.05 252,500 56,000 VALEO PHARMA INC. Common Shares Class A Trudeau, Michel Claude 4 24/09/2019 00 200,000 VALEO PHARMA INC. Common Shares Class A Trudeau, Michel Claude 4 25/09/2019 00 VALEO PHARMA INC. Warrants Trudeau, Michel Claude 4 24/09/2019 00 200,000 VALEO PHARMA INC. Warrants Trudeau, Michel Claude 4 24/09/2019 53 400,000 200,000 VALEO PHARMA INC. Warrants Trudeau, Michel Claude 4 25/09/2019 00 Victory Nickel Inc. Common Shares Galipeau, René Réal 4 24/09/2019 10 0.03 845,525 -100,000 Village Farms International, Common Shares McLernon, J.R. 4 23/09/2019 10 13.75 11,000 500 Inc. VIQ Solutions Inc. Common Shares Morin, Gilles-Andre 5 01/01/2019 00 VIQ Solutions Inc. Common Shares Morin, Gilles-Andre 5 23/08/2019 10 0.0877 11,000 11,000 VIQ Solutions Inc. Options Morin, Gilles-Andre 5 01/01/2019 00 VIQ Solutions Inc. Options Morin, Gilles-Andre 5 14/01/2019 50 0.155 500,000 500,000 ViveRE Communities Inc. Common Shares Nicoll, James David 5 24/09/2019 10 0.175 1,555,332 1,000 VIVO Cannabis Inc. Common Shares Laflamme, Daniel 3, 4, 5 23/09/2019 10 0.39 37,438,539 -20,000 VIVO Cannabis Inc. Common Shares Laflamme, Daniel 3, 4, 5 24/09/2019 10 0.37 37,418,539 -20,000 VIVO Cannabis Inc. Common Shares Laflamme, Daniel 3, 4, 5 25/09/2019 10 0.345 37,398,539 -20,000 VIVO Cannabis Inc. Common Shares Laflamme, Daniel 3, 4, 5 26/09/2019 10 0.335 37,378,539 -20,000 VIVO Cannabis Inc. Common Shares Laflamme, Daniel 3, 4, 5 27/09/2019 10 0.3653 37,358,539 -20,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 06/03/2018 10 0.38 -181,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 06/03/2018 10 0.38 -181,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 07/03/2018 10 0.38 -159,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 07/03/2018 10 0.38 -159,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 13/03/2018 10 0.4 -42,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 13/03/2018 10 0.4 -42,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 28/03/2018 10 0.38 -75,000

October 3, 2019 (2019), 42 OSCB 8032

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 28/03/2018 10 0.38 -75,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 13/07/2018 10 0.175 -13,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 13/07/2018 10 0.175 -13,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 16/07/2018 10 0.1559 -69,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 16/07/2018 10 0.1559 -69,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 19/07/2018 10 0.15 -53,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 19/07/2018 10 0.15 -53,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 23/07/2018 10 0.12 10,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 23/07/2018 10 0.12 10,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 03/08/2018 10 0.11 10,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 03/08/2018 10 0.11 10,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 08/08/2018 10 0.11 230,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 08/08/2018 10 0.11 230,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 26/09/2018 10 0.2116 -190,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 26/09/2018 10 0.2116 -190,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 26/09/2018 10 0.205 -45,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 26/09/2018 10 0.205 -45,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 27/09/2018 10 0.215 -53,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 27/09/2018 10 0.215 -53,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 02/10/2018 10 0.22 -11,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 02/10/2018 10 0.22 -11,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 03/10/2018 10 0.25 -100,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 03/10/2018 10 0.25 -100,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 29/10/2018 10 0.1 13,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 29/10/2018 10 0.1 13,500 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 02/04/2019 10 0.08 523,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 02/04/2019 10 0.08 523,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 09/05/2019 10 0.075 6,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 09/05/2019 10 0.075 6,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 22/05/2019 10 0.085 -23,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 22/05/2019 10 0.085 -23,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 22/05/2019 10 0.08 -135,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 22/05/2019 10 0.08 -135,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 29/05/2019 10 0.08 -24,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 29/05/2019 10 0.08 -24,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 17/07/2019 10 0.065 -50,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 17/07/2019 10 0.065 -50,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 01/08/2019 10 0.0442 129,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 01/08/2019 10 0.0442 129,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 01/08/2019 10 0.06 91,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 01/08/2019 10 0.06 91,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 02/08/2019 10 0.07 137,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 02/08/2019 10 0.07 137,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 06/08/2019 10 0.075 40,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 06/08/2019 10 0.075 40,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 12/08/2019 10 0.08 295,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 12/08/2019 10 0.08 295,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 26/08/2019 10 0.065 390,000 Vodis Pharmaceuticals Inc. Common Shares Good, Derek 3 26/08/2019 10 0.065 390,000 Volatus Capital Corp. Common Shares Crest Resources Inc. 3 25/09/2019 00 Volatus Capital Corp. Common Shares Crest Resources Inc. 3 25/09/2019 11 0.04 2,000,000 2,000,000 Volatus Capital Corp. Common Shares Schieber, Gerhard Daniel 3 25/09/2019 11 0.04 500,000 -1,000,000 Volatus Capital Corp. Common Shares Wurm, Martin Alexander 3 25/09/2019 11 0.04 550,000 -1,000,000 Voleo Trading Systems Inc. Common Shares Wilson, Glen Patrick 4 24/09/2019 10 0.09 3,001,183 5,000 Voleo Trading Systems Inc. Common Shares Wilson, Glen Patrick 4 27/09/2019 10 0.075 3,011,183 10,000 Wallbridge Mining Company Common Shares Kord-Gharachorloo, 5 20/09/2019 54 0.12 2,838,166 125,000 Limited Faramarz Wallbridge Mining Company Warrants Kord-Gharachorloo, 5 20/09/2019 54 0 -125,000 Limited Faramarz

October 3, 2019 (2019), 42 OSCB 8033

Insider Reporting

Issuer Name Security Insider Name Rel'n Transaction T/O Unit Date/Month End Acquired/ Date Price Holdings Disposed Water Ways Technologies Common Shares Haber, Ohad 3, 4, 5 20/09/2019 10 0.1 57,010,000 10,000 Inc. Water Ways Technologies Common Shares Haber, Ohad 3, 4, 5 20/09/2019 10 0.103 57,020,000 10,000 Inc. Water Ways Technologies Common Shares Haber, Ohad 3, 4, 5 23/09/2019 10 0.105 57,025,000 5,000 Inc. Western Resources Corp. Common Shares Venter, Frederick 4, 5 26/09/2019 10 0.28 0 -34,500 Christiaan Westham Resources Corp. Common Shares Sujir, Jay 4 07/12/2011 00 400,000 Westham Resources Corp. Common Shares Sujir, Jay 4 29/06/2012 00 Wolfpack Brands Common Shares Buzbuzian, Richard 4, 5 09/09/2019 16 0.05 2,764,016 Corporation (formerly, Josephine Mining Corp.) Wolfpack Brands Common Shares Buzbuzian, Richard 4, 5 09/09/2019 46 0.05 8,564,016 2,764,016 Corporation (formerly, Josephine Mining Corp.) Wolfpack Brands Common Shares Buzbuzian, Richard 4, 5 09/09/2019 46 0.05 2,776,016 Corporation (formerly, Josephine Mining Corp.) Wolfpack Brands Common Shares Buzbuzian, Richard 4, 5 09/09/2019 46 0.05 2,776,016 Corporation (formerly, Josephine Mining Corp.) WPT Industrial Real Estate Class B Partnership Units Frederiksen, Scott 4, 5 25/09/2019 38 531,674 -211,744 Investment Trust WPT Industrial Real Estate Trust Units Frederiksen, Scott 4, 5 26/04/2013 00 Investment Trust WPT Industrial Real Estate Trust Units Frederiksen, Scott 4, 5 25/09/2019 38 211,744 211,744 Investment Trust WPT Industrial Real Estate Trust Units Frederiksen, Scott 4, 5 25/09/2019 10 13.75 0 -211,744 Investment Trust WSP Global Inc. Common Shares Shoiry, Pierre 4, 5 20/09/2019 51 35.45 723,579 91,304 WSP Global Inc. Common Shares Shoiry, Pierre 4, 5 20/09/2019 51 41.69 829,269 105,690 WSP Global Inc. Common Shares Shoiry, Pierre 4, 5 20/09/2019 51 43.17 939,459 110,190 WSP Global Inc. Common Shares Shoiry, Pierre 4, 5 20/09/2019 10 78 632,275 -307,184 WSP Global Inc. Options Shoiry, Pierre 4, 5 20/09/2019 51 35.45 215,880 -91,304 WSP Global Inc. Options Shoiry, Pierre 4, 5 20/09/2019 51 41.69 110,190 -105,690 WSP Global Inc. Options Shoiry, Pierre 4, 5 20/09/2019 51 43.17 0 -110,190 Xebec Adsorption Inc. Common Shares ARNSBY, SIMON DAVID 3 20/09/2019 10 1.76 7,071,800 -20,700 Xenon Pharmaceuticals Inc. Common Shares Pimstone, Simon Neil 4 20/09/2019 10 9.51 258,122 -10,395 Ximen Mining Corp. Warrants Anderson, Christopher 4 18/09/2019 30 0.512 1,867,810 243,902 Ross Yangarra Resources Ltd. Common Shares Bowerman, Gordon 4 19/09/2019 10 1.75 3,583,064 28,500 Yukoterre Resources Inc. Options Baizak, Daniyal 4 26/09/2019 00 100,000 Yukoterre Resources Inc. Options Battiston, Deborah 5 12/04/2017 00 Yukoterre Resources Inc. Options Battiston, Deborah 5 25/09/2019 50 0.1 110,000 110,000 Yukoterre Resources Inc. Options Bharti, Rene 4, 5 12/04/2017 00 Yukoterre Resources Inc. Options Bharti, Rene 4, 5 25/09/2019 50 0.1 85,000 85,000 Yukoterre Resources Inc. Options Choi, Kenny 5 14/01/2019 00 Yukoterre Resources Inc. Options Choi, Kenny 5 25/09/2019 50 0.1 325,000 325,000 Yukoterre Resources Inc. Options Colson, Maurice 4 13/05/2019 00 Yukoterre Resources Inc. Options Colson, Maurice 4 25/09/2019 50 0.1 85,000 85,000 Yukoterre Resources Inc. Options Rompel, Andreas 4 14/01/2019 00 Yukoterre Resources Inc. Options Rompel, Andreas 4 25/09/2019 50 0.1 85,000 85,000 Zanzibar Gold Inc. Common Shares Abi-Farrage, Souhail 4, 5 19/09/2019 10 0.19 901,937 -70,000

October 3, 2019 (2019), 42 OSCB 8034

Chapter 11

IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Investment Funds for the week ending October 4, 2019 will be published in next week’s issue, volume 42, issue 41.

October 3, 2019 (2019), 42 OSCB 8035

IPOs, New Issues and Secondary Financings

NON-INVESTMENT FUNDS

Issuer Name: Issuer Name: 79North Ltd. Brachium Capital Corp. Principal Regulator - Ontario Principal Regulator - British Columbia Type and Date: Type and Date: Preliminary Long Form Prospectus dated September 24, Final CPC Prospectus dated September 25, 2019 2019 NP 11-202 Receipt dated September 27, 2019 NP 11-202 Preliminary Receipt dated September 24, 2019 Offering Price and Description: Offering Price and Description: Minimum Offering: $250,000.00 or 2,500,000 Common Maximum Offering: $3,500,000.00 (23,333,333 Common Class A Shares Shares) Maximum Offering: $400,000.00 or 4,000,000 Common Minimum Offering: $1,500,000.00 (10,000,000 Common Class A Shares Shares) Price: C$0.10 per Common Share Price: $0.15 per Common Share Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): PI FINANCIAL CORP. LEEDE JONES GABLE INC. Promoter(s): Promoter(s): - Jon North Project #2949941 Project #2969346 ______Issuer Name: Issuer Name: BTB Real Estate Investment Trust AltaGas Ltd. Principal Regulator - Quebec Principal Regulator - Alberta Type and Date: Type and Date: Final Short Form Prospectus dated September 30, 2019 Final Shelf Prospectus dated September 25, 2019 NP 11-202 Receipt dated September 30, 2019 NP 11-202 Receipt dated September 26, 2019 Offering Price and Description: Offering Price and Description: Series G 6.00% Convertible Unsecured Subordinated $2,000,000,000.00 - Common Shares Preferred Shares Debentures Subscription Receipts Debt Securities Units $24,000,000.00 Aggregate Principal Amount Underwriter(s) or Distributor(s): Price: $1,000 per Series G Debenture - Underwriter(s) or Distributor(s): Promoter(s): NATIONAL BANK FINANCIAL INC. - SCOTIA CAPITAL INC. Project #2968229 TD SECURITIES INC. ECHELON WEALTH PARTNERS INC. ______LAURENTIAN BANK SECURITIES INC. Issuer Name: RAYMOND JAMES LTD Bluestone Resources Inc. INDUSTRIAL ALLIANCE SECURITIES INC. Principal Regulator - British Columbia Promoter(s): Type and Date: - Final Shelf Prospectus dated September 26, 2019 Project #2968064 NP 11-202 Receipt dated September 26, 2019 Offering Price and Description: ______C$200,000,000.00 - Common Shares, Preferred Shares, Debt Securities, Subscription Receipts, Units, Warrants, Share Purchase Contracts Underwriter(s) or Distributor(s): - Promoter(s): - Project #2964936

______

October 3, 2019 (2019), 42 OSCB 8036

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Eagle Credit Card Trust Flower One Holdings Inc. (formerly Theia Resources Ltd.) Principal Regulator - Ontario Principal Regulator - Ontario Type and Date: Type and Date: Final Shelf Prospectus dated September 27, 2019 Preliminary Shelf Prospectus dated September 27, 2019 NP 11-202 Receipt dated September 27, 2019 NP 11-202 Preliminary Receipt dated September 30, 2019 Offering Price and Description: Offering Price and Description: Up to $1,250,000,000.00 of Credit Card Receivables- US$250,000,000.00 Backed Notes Common Shares Underwriter(s) or Distributor(s): Warrants BMO NESBITT BURNS INC. Options CIBC WORLD MARKETS INC. Subscription Receipts RBC DOMINION SECURITIES INC. Debt Securities DESJARDINS SECURITIES INC. Units NATIONAL BANK FINANCIAL INC. Underwriter(s) or Distributor(s): SCOTIA CAPITAL INC. - TD SECURITIES INC. Promoter(s): Promoter(s): - PRESIDENT’S CHOICE BANK Project #2971051 Project #2964495 ______Issuer Name: ______GFL Environmental Inc. Issuer Name: Principal Regulator - Ontario FAX Capital Corp. Type and Date: Principal Regulator - Ontario Amendment dated to Preliminary Long Form Prospectus Type and Date: dated January 21, 2019 Amendment dated September 26, 2019 to Preliminary Received on September 30, 2019 Long Form Prospectus dated August 28, 2019 Offering Price and Description: NP 11-202 Preliminary Receipt dated September 26, 2019 - Offering Price and Description: Underwriter(s) or Distributor(s): Minimum: $25,000,000.00 of Units BMO Nesbitt Burns Inc. Maximum: $150,000,000.00 of Units Goldman Sachs Canada Inc. Underwriter(s) or Distributor(s): J.P. Morgan Securities Canada Inc. CIBC WORLD MARKETS INC. RBC Dominion Securities Inc. NATIONAL BANK FINANCIAL INC. Scotia Capital Inc. BMO NESBITT BURNS INC. Promoter(s): SCOTIA CAPITAL INC. - TD SECURITIES INC. Project #2941753 CANACCORD GENUITY CORP. INDUSTRIAL ALLIANCE SECURITIES INC. ______RAYMOND JAMES LTD. Issuer Name: RICHARDSON GMP LIMITED Golden Star Resources Ltd. DESJARDINS SECURITIES INC. Principal Regulator - Ontario MANULIFE SECURITIES INCORPORATED Type and Date: CORMARK SECURITIES INC. Preliminary Shelf Prospectus dated September 26, 2019 ECHELON WEALTH PARTNERS INC. NP 11-202 Preliminary Receipt dated September 27, 2019 INFOR FINANCIAL INC. Offering Price and Description: Promoter(s): FAX INVESTMENTS INC. U.S.$300,000,000.00 - Common Shares, Preferred Project #2961428 Shares, Subscription Receipts, Warrants, Debt Securities Underwriter(s) or Distributor(s): ______- Promoter(s): - Project #2970477

______

October 3, 2019 (2019), 42 OSCB 8037

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: Good2Go2 Corp. Incubara Capital Corp. Principal Regulator - Ontario Principal Regulator - British Columbia Type and Date: Type and Date: Preliminary CPC Prospectus dated September 25, 2019 Amendment dated September 26, 2019 to Preliminary NP 11-202 Preliminary Receipt dated September 25, 2019 Long Form Prospectus dated June 26, 2019 Offering Price and Description: NP 11-202 Preliminary Receipt dated September 26, 2019 Offering: $225,000.00 Offering Price and Description: 2,250,000 Common Shares No securities are being offered pursuant to this Prospectus Price: $0.10 per Common Share Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): - Haywood Securities Inc. Promoter(s): Promoter(s): Jason Walsh James C. Cassina Project #2935360 Project #2969686 ______Issuer Name: Issuer Name: Kiaro Brands Inc. Great-West Lifeco Inc. Principal Regulator - British Columbia Principal Regulator - Manitoba Type and Date: Type and Date: Preliminary Long Form Prospectus dated September 30, Final Shelf Prospectus dated September 30, 2019 2019 NP 11-202 Receipt dated September 30, 2019 NP 11-202 Preliminary Receipt dated September 30, 2019 Offering Price and Description: Offering Price and Description: $8,000,000,000.00 No securities are being offered pursuant to this Prospectus Debt Securities (unsecured) Underwriter(s) or Distributor(s): First Preferred Shares - Common Shares Promoter(s): Subscription Receipts Daniel Petrov Underwriter(s) or Distributor(s): Project #2971572 - Promoter(s): ______- Issuer Name: Project #2967100 LaSalle Exploration Corp. Principal Regulator - British Columbia ______Type and Date: Issuer Name: Amendment dated September 24, 2019 to Preliminary Harte Gold Corp. Long Form Prospectus dated July 22, 2019 Principal Regulator - Ontario Received on September 27, 2019 Type and Date: Offering Price and Description: Final Short Form Prospectus dated September 26, 2019 5,500,000 Common Shares for $550,000.00 NP 11-202 Receipt dated September 27, 2019 Price: $0.10 per Common Share Offering Price and Description: 5,200,000 Flow-Through Common Shares for $722,800.00 $6,000,000.00 - 20,000,000 Flow-Through Shares Price: $0.139 per Flow-Through Share Price: C$0.30 per Flow-Through Share 3,300,000 Ontario Flow-Through Common Shares (“OFT Underwriter(s) or Distributor(s): Shares”) for $468,600.00 ECHELON WEALTH PARTNERS INC. Price: $0.142 per OFT Share Promoter(s): Underwriter(s) or Distributor(s): - Haywood Securities Inc. Project #2967781 Promoter(s): Ian Campbell ______Daniel Innes Project #2942260

______

October 3, 2019 (2019), 42 OSCB 8038

IPOs, New Issues and Secondary Financings

Issuer Name: Issuer Name: LexaGene Holdings Inc. (formerly, Wolfeye Resource Profound Medical Corp. (formerly Mira IV Acquisition Corp.) Corp.) Principal Regulator - Ontario Principal Regulator - British Columbia Type and Date: Type and Date: Preliminary Shelf Prospectus dated September 27, 2019 Preliminary Short Form Prospectus dated September 24, NP 11-202 Preliminary Receipt dated September 30, 2019 2019 Offering Price and Description: NP 11-202 Preliminary Receipt dated September 24, 2019 US$100,000,000.00 Offering Price and Description: Common Shares Minimum Public Offering: $3,500,000.00 / * Units Warrants Maximum Public Offering: $10,000,000 / * Units Units Price: $*.** per Unit Underwriter(s) or Distributor(s): Underwriter(s) or Distributor(s): - INDUSTRIAL ALLIANCE SECURITIES INC. Promoter(s): Promoter(s): - - Project #2970941 Project #2969474 ______Issuer Name: Issuer Name: Two Hands Corporation Mithrandir Capital Corp. Type and Date: Principal Regulator - Ontario Amendment dated September 25, 2019 to Preliminary Type and Date: Long Form Prospectus dated June 28, 2019 Final CPC Prospectus dated September 26, 2019 (Preliminary) Receipted on September 26, 2019 NP 11-202 Receipt dated September 30, 2019 Offering Price and Description: Offering Price and Description: Minimum of $1,000,000.00 - 10,000,000 Common Shares No securities are being offered pursuant to this Prospectus Maximum of $2,000,000.00 - 20,000,000 Common Shares Underwriter(s) or Distributor(s): Price: C$0.10 per Common Share - Underwriter(s) or Distributor(s): Promoter(s): INDUSTRIAL ALLIANCE SECURITIES INC. - Promoter(s): Project #2937099 - Project #2949930 ______Issuer Name: ______VOTI Detection Inc. (formerly Steamsand Capital Corp.) Issuer Name: Principal Regulator - Quebec Newtopia Inc. Type and Date: Principal Regulator - Ontario Amendment dated September 26, 2019 to Preliminary Type and Date: Short Form Prospectus dated September 23, 2019 Preliminary Long Form Prospectus dated September 24, NP 11-202 Preliminary Receipt dated September 27, 2019 2019 Offering Price and Description: NP 11-202 Preliminary Receipt dated September 24, 2019 Up to $6,000,000.00 - Up to 3,428,571 Common Shares Offering Price and Description: Price: $1.75 per Offered Share 12,166,879 Common Shares and 6,083,439 Warrants Underwriter(s) or Distributor(s): issuable without payment upon deemed exercise of GMP SECURITIES L.P. 12,166,879 Special Warrants HAYWOOD SECURITIES INC. Underwriter(s) or Distributor(s): CANACCORD GENUITY CORP. - DESJARDINS SECURITIES INC. Promoter(s): ECHELON WEALTH PARTNERS INC. - Promoter(s): Project #2969399 - Project #2969076 ______

October 3, 2019 (2019), 42 OSCB 8039

IPOs, New Issues and Secondary Financings

This page intentionally left blank

October 3, 2019 (2019), 42 OSCB 8040

Chapter 12

Registrations

12.1.1 Registrants

Type Company Category of Registration Effective Date

Loewen, Ondaatje, Voluntary Surrender Exempt Market Dealer September 19, 2019 McCuthcheon Limited

Harness Investment Portfolio Manager and New Registration September 30, 2019 Management Inc. Exempt Market Dealer

From: Portfolio Manager and Exempt Market Dealer Change in Registration Amundi Canada Inc. September 30, 2019 Category To: Investment Fund Manager, Portfolio Manager, and Exempt Market Dealer

October 3, 2019 (2019), 42 OSCB 8041

Registrations

This page intentionally left blank

October 3, 2019 (2019), 42 OSCB 8042

Chapter 25

Other Information

25.1 Consents

25.1.1 TheScore, Inc. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b) Securities Act, R.S.O. 1990, c .S.5, as am.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the Regulation)

UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA)

AND

IN THE MATTER OF THESCORE, INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the Application) of theScore, Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission’s consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The authorized capital of the Applicant consists of an unlimited number of class A subordinate voting shares (the Class A Subordinate Voting Shares), 5,566 special voting shares (the Special Voting Shares) and an unlimited number of preference shares, issuable in series (the Preferred Shares). As of July 15, 2019, 334,575,975 Class A Subordinate Voting Shares were issued and outstanding and 5,566 Special Voting Shares were issued and outstanding. No Preferred Shares have been issued. All of the issued and outstanding Class A Subordinate Voting Shares of the Applicant are listed for trading on the TSX Venture Exchange (the TSXV) under the symbol “SCR”.

3. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as amended (the BCBCA).

4. The Application for Continuance is being made because the Applicant is launching a mobile sports betting business in the United States and must comply with all applicable laws and regulations relating to gaming. The Applicant believes

October 3, 2019 (2019), 42 OSCB 8043

Other Information

that being governed by the BCBCA will provide it with the ability to comply with such laws and regulations, including among other things, certain laws and regulations relating to the ownership of the Applicant, which require the Applicant to introduce restrictions on the issue, transfer and ownership of securities of the Applicant, where the ability to impose such restrictions is not currently available to the Applicant under the OBCA.

5. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA. The principal differences were highlighted for shareholders in the management information circular of the Applicant dated July 15, 2019 (the Circular) in respect of the Applicant’s special meeting held on August 22, 2019 (the Meeting).

6. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act) and the securities legislation in each of the provinces of Canada (together with the Act, the Legislation) and will remain a reporting issuer in these jurisdictions following the Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.

8. The Applicant is not in default of any provision of the rules, regulations or policies of the TSXV.

9. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

10. The Commission is the principal regulator of the Applicant and will remain the Applicant’s principal regulator following the Continuance.

11. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant in the Circular, including the reasons for the proposed Continuance and its implications. The Circular also disclosed full particulars of the dissent rights of the Applicant’s shareholders under section 185 of the OBCA.

12. The Applicant’s shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.94% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. Following the Continuance, the Applicant’s name will change to “Score Media and Gaming Inc.”

14. Subsection 4(b) of the Regulation requires the Application for Continuance be accompanied by a consent from the Commission.

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

THE COMMISSION CONSENTS to the Continuance of the Applicant under the BCBCA.

DATED at Toronto, Ontario this 27th day of August, 2019.

“Tim Moseley” Commissioner Ontario Securities Commission

“Ray Kindiak” Commissioner Ontario Securities Commission

October 3, 2019 (2019), 42 OSCB 8044

Index

Aguia Resources Limited CI Lawrence Park Alternative Investment Grade Credit Order – s. 1(11)(b) ...... 7956 Fund Decision ...... 7922 Algonquin Capital Corporation Decision ...... 7925 CI Marret Alternative Absolute Return Bond Fund Decision ...... 7922 Alli, Ayeem Notice from the Office of the Secretary ...... 7916 CI Munro Alternative Global Growth Fund Decision ...... 7922 Amundi Canada Inc. Change in Registration Category ...... 8041 Critical Control Energy Services Corp. Order ...... 7946 Avalon Works Corp. Order – s. 144 ...... 7943 CSA Multilateral Staff Notice 58-311 Report on Fifth Cease Trading Order ...... 7977 Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions Aziz, Maurice Notice ...... 7903 Notice from the Office of the Secretary ...... 7916 CSA Notice and Request for Comment – Proposed Bajaj, Harish Amendments to National Instrument 52-108 Auditor Notice from the Office of the Secretary ...... 7916 Oversight and Proposed Changes to Companion Policy 52-108 Auditor Oversight Beleave Inc. Notice ...... 7889 Cease Trading Order ...... 7977 DMG Blockchain Solutions Inc. BetterU Education Corp. Revocation Order ...... 7950 Cease Trading Order ...... 7977 eCobalt Solutions Inc. Canada Cannabis Corporation Order ...... 7954 Notice from the Office of the Secretary ...... 7915 Order – ss. 127, 127.1 ...... 7953 Fakhry, Frank Notice from the Office of the Secretary ...... 7914 Canadian Cannabis Corporation Order ...... 7940 Notice from the Office of the Secretary ...... 7915 Order – ss. 127, 127.1 ...... 7953 Fielding, John Notice from the Office of the Secretary ...... 7914 Candusso, Christopher Order ...... 7940 Notice from the Office of the Secretary ...... 7914 Order ...... 7940 Fiera Capital Corporation Decision ...... 7934 Candusso, Claudio Decision ...... 7936 Notice from the Office of the Secretary ...... 7914 Order ...... 7940 First Global Data Ltd. Notice from the Office of the Secretary ...... 7916 CannTrust Holdings Inc. Cease Trading Order ...... 7977 Global Bioenergy Resources Inc. Notice from the Office of the Secretary ...... 7916 Chickalo, Tawlia Notice from the Office of the Secretary ...... 7914 Goss, Donald Alexander (Sandy) Order – ss. 127(1), 127.1 ...... 7941 Notice from the Office of the Secretary ...... 7914 Reasons and Decisions on Sanctions and Costs – ss. Order ...... 7940 127(1), 127.1 ...... 7961 Grossman, Allan CI Investments Inc. Notice of Hearing with Related Statement of Decision ...... 7922 Allegations – ss. 127(1), 127.1 ...... 7905 Notice from the Office of the Secretary ...... 7915

October 3, 2019 (2019), 42 OSCB 8045

Index

Halio Energy Inc. Serrano, Silvio Revocation Order ...... 7952 Notice from the Office of the Secretary ...... 7915 Order – ss. 127, 127.1 ...... 7953 Harness Investment Management Inc. New Registration ...... 8041 Solar Income Fund Inc. Notice of Hearing with Related Statement of Itwaru, Andre Allegations – ss. 127(1), 127.1 ...... 7905 Notice from the Office of the Secretary ...... 7916 Notice from the Office of the Secretary ...... 7915

Kadonoff, Kenneth Strang, Peter Notice of Hearing with Related Statement of Notice from the Office of the Secretary ...... 7915 Allegations – ss. 127(1), 127.1 ...... 7905 Order – ss. 127, 127.1 ...... 7953 Notice from the Office of the Secretary ...... 7915 TheScore, Inc. Kitmitto, Majd Consent – s. 4(b) of Ont. Reg. 289/00 under the Notice from the Office of the Secretary ...... 7914 OBCA ...... 8043 Order ...... 7940 Vannatta, Steven Landucci, Rinaldo Notice from the Office of the Secretary ...... 7914 Notice from the Office of the Secretary ...... 7914 Order ...... 7940 Order – ss. 127(1), 127.1 ...... 7941 Reasons and Decision on Sanctions and Costs – Ward, Benjamin ss. 127(1), 127.1 ...... 7961 Notice from the Office of the Secretary ...... 7915 Order – ss. 127, 127.1 ...... 7953 Loewen, Ondaatje, McCuthcheon Limited Voluntary Surrender ...... 8041

Mazzacato, Charles Notice of Hearing with Related Statement of Allegations – ss. 127(1), 127.1 ...... 7905 Notice from the Office of the Secretary ...... 7915

Memorandum of Understanding with the UK Financial Conduct Authority Concerning Consultation, Cooperation and the Exchange of Information Related to the Supervision of Cross-Border Alternative Investment Fund Managers – Amended and Restated Notice ...... 7904

Mosport Park Entertainment Corporation (The) Order – s. 144 ...... 7958

Natural Bee Works Apiaries Inc. Notice from the Office of the Secretary ...... 7914 Order – ss. 127(1), 127.1 ...... 7941 Reasons and Decisions on Sanctions and Costs – ss. 127(1), 127.1 ...... 7961

Nuance Communications, Inc. Decision ...... 7931

Performance Sports Group Ltd. Cease Trading Order ...... 7977

PetroQuest Energy, Inc. Cease Trading Order ...... 7977

PIMCO Canada Corp. Decision ...... 7917

Poplar Creek Resources Inc. Order – s. 144 ...... 7938 Cease Trading Order ...... 7977

October 3, 2019 (2019), 42 OSCB 8046