GENERAL

CONTENTS Sections PART I GENERAL Interpretation 1-2 PART II CONTINUOUS DISCLOSURE Non-Financial Matters 3-13 PART III PROSPECTUS REQUIREMENTS 14-39 Format 40.-42-80.-82 PART V REGISTRATION REQUIREMENTS 96-106.-109 Conditions of Registration — Capital Requirements 110-130.-133 Examination 134-150., 151 PART VI OVER-THE-COUNTER TRADING General 152-153 Trade Reporting 154-155., 156 General 157-159 PART VII ONTARIO SECURITIES COMMISSION PROCEDURE AND RELATED MATTERS Endorsement of Warrants 160-161 Fees and Filing 162 Investigations and Examinations — Service of Summons on Individuals 163 Investigations and Examinations — Service of Summons on Persons who are not Individuals and on Companies 163.1 Investigations and Examinations — Forms 163.2 PART VIII INSIDER TRADING General 164-174 Insider Trading 175-233 PART XIV LABOUR SPONSORED INVESTMENT FUND CORPORATIONS 234-245 PART XVI CIVIL LIABILITY FOR SECONDARY MARKET DISCLOSURE 248-252 PART I GENERAL Interpretation 1. (1) Every term used in this Regulation that is, (a) defined in section 1 of the Act is used in this Regulation as so defined unless it is otherwise defined in this Regulation or the context otherwise requires; (b) defined in a Part of the Act for purposes of that Part, is used as so defined in those sections of this Regulation that relate to the subject-matter of that Part; and (c) defined only for a Part or section of this Regulation is, unless otherwise provided, so defined only for the purposes of such Part or section. R.R.O. 1990, Reg. 1015, s. 1 (1). (2) Revoked: O. Reg. 446/16, s. 1. (3) Revoked: O. Reg. 437/10, s. 1 (1). (4) Except as otherwise provided in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, in National Instrument 71-101 The Multijurisdictional Disclosure System and in Ontario Securities Commission Rule 71-801 The Multijurisdictional Disclosure System, where an issuer is incorporated or organized in a jurisdiction other than Canada or a province or territory of Canada, “generally accepted accounting principles” may, at the option of the issuer, mean such principles as prescribed in the incorporating jurisdiction by or pursuant to applicable legislation or where a recommendation has been made by an association in that jurisdiction equivalent to the Chartered Professional Accountants of Canada, the principles recommended by that association, but where an option is exercised under this subsection, the notes to the financial statements shall state which option has been applied in the choice of generally accepted accounting principles. O. Reg. 72/04, s. 1; O. Reg. 437/10, s. 1 (2); O. Reg. 53/25, s. 1. (5) Where the Act or this Regulation requires the disclosure of the number or percentage of securities beneficially owned by a person and, by virtue of subsection 1 (5) of the Act, one or more companies will also have to be shown as beneficially owning the securities, a statement disclosing all the securities beneficially owned by the person or deemed to be beneficially owned, and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the controlled company or company affiliated with the controlled company through which the securities are indirectly owned and the number or percentage of the securities so owned by the company, shall be deemed sufficient disclosure without disclosing the name of any other company which is deemed to beneficially own the same securities. R.R.O. 1990, Reg. 1015, s. 1 (5). (6) Where the Act or this Regulation requires the disclosure of the number or percentage of securities beneficially owned by a company and, by virtue of subsection 1 (6) of the Act, one or more other companies will also have to be shown as beneficially owning the securities, a statement disclosing all securities beneficially owned or deemed to be beneficially owned by the parent company and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the subsidiary through which the securities are indirectly owned and the number or percentage of the securities so owned, shall be deemed sufficient disclosure without disclosing the name of any other company which is deemed to beneficially own the same securities. R.R.O. 1990, Reg. 1015, s. 1 (6). (7) A company shall be deemed to be another’s holding company or parent company if that other is its subsidiary. R.R.O. 1990, Reg. 1015, s. 1 (7). 2. Revoked: O. Reg. 437/10, s. 2. part ii continuous disclosure Non-Financial Matters 3. (1) Revoked: O. Reg. 215/05, s. 2 (1). (1.1) Every report required to be filed under subsection 75 (2) of the Act by a reporting issuer shall be prepared in accordance with Form 51-102F3 of National Instrument 51-102 Continuous Disclosure Obligations except that, (a) the reference in Item 3 of the Form to section 7.1 of National Instrument 51-102 shall be read as if it were a reference to subsection 75 (1) of the Act; and (b) the references in Items 6 and 7 of the Form to subsection 7.1 (2) , (5) or (7) of National Instrument 51-102 shall be read as if they were references to subsection 75 (3), (4) or (5), respectively, of the Act. O. Reg. 56/04, s. 2; O. Reg. 215/05, s. 2 (2). (1.2) Revoked: O. Reg. 64/14, s. 1. (2) The requirements in this section apply except as otherwise provided in National Instrument 71-101 The Multijurisdictional Disclosure System and in Ontario Securities Commission Rule 71-801 The Multijurisdictional Disclosure System. O. Reg. 568/98, s. 3. 4. Where the reporting issuer files, (a) the report required by subsection 75 (2) of the Act in reliance on, (i) subsection 75 (3) of the Act, or (ii) Item 7 of Form 51-102F3 of National Instrument 51-102 Continuous Disclosure Obligations; or (iii) Revoked: O. Reg. 215/05, s. 3. (b) the notification required by subsection 75 (4) of the Act, everything that is required to be filed thereby shall be designated as confidential and refer to section 75 of the Act. R.R.O. 1990, Reg. 1015, s. 4; O. Reg. 56/04, s. 3; O. Reg. 215/05, s. 3; O. Reg. 64/14, s. 2. 5. Revoked: O. Reg. 56/04, s. 4. 6. Revoked: O. Reg. 215/05, s. 4. 6.1 Revoked: R.R.O. 1990, Reg. 1015, s. 6.1 (2). (See: O. Reg. 636/00, s. 1.) 7. Revoked: R.R.O. 1990, Reg. 1015, s. 7 (3). (See: O. Reg. 636/00, s. 2.) 8. Revoked: R.R.O. 1990, Reg. 1015, s. 8 (2). (See: O. Reg. 636/00, s. 3.) 9. Revoked: R.R.O. 1990, Reg. 1015, s. 9 (2). (See: O. Reg. 636/00, s. 4.) 9.1 Revoked: R.R.O. 1990, Reg. 1015, s. 9.1 (2). (See: O. Reg. 636/00, s. 5.) 10. Revoked: R.R.O. 1990, Reg. 1015, s. 10 (3). (See: O. Reg. 636/00, s. 6.) 11. Revoked: R.R.O. 1990, Reg. 1015, s. 11 (2). (See: O. Reg. 636/00, s. 7.) 12. Revoked: O. Reg. 507/97, s. 1. 13. Revoked: R.R.O. 1990, Reg. 1015, s. 13 (2). (See: O. Reg. 636/00, s. 8.) PART III PROSPECTUS REQUIREMENTS 14. Revoked: O. Reg. 662/98, s. 1. 15. Revoked: O. Reg. 130/98, s. 2. 16.-32. Revoked: O. Reg. 662/98, s. 1. 33. Revoked: O. Reg. 91/01, s. 1. 34.-37. Revoked: O. Reg. 632/00, s. 3. 38. Revoked: O. Reg. 453/05, s. 1. 39. Revoked: O. Reg. 632/00, s. 5. Format 40.-42. Revoked: O. Reg. 632/00, s. 5. 43. If a prospectus is required to be filed in respect of an issuer bid, the information required in Form 62-104F2 in National Instrument 62-104 Take-Over Bids and Issuer Bids, other than the certificate in Item 31 of Part 2 of the form, shall be included in the prospectus. O. Reg. 589/07, s. 1; O. Reg. 130/16, s. 1. 44. Revoked: O. Reg. 31/08, s. 1. 45.-49. Revoked: O. Reg. 632/00, s. 6. 50., 51. Revoked: O. Reg. 631/00, s. 1. 52. Revoked: O. Reg. 632/00, s. 7. 53. Revoked: O. Reg. 632/00, s. 7. 54. Revoked: O. Reg. 31/08, s. 1. 55.-59. Revoked: O. Reg. 632/00, s. 7. 60. Revoked: O. Reg. 562/07, s. 1. 61.-66. Revoked: O. Reg. 632/00, s. 8. 67., 68. Revoked: O. Reg. 662/98, s. 1. 69. (1) Revoked: O. Reg. 423/01, s. 1. (2) Revoked: O. Reg. 491/05, s. 2. (3) Revoked: O. Reg. 662/98, s. 1. (4), (5) Revoked: O. Reg. 657/98, s. 1. 70. Revoked: O. Reg. 423/01, s. 2. 71.-78. Revoked: O. Reg. 491/05, s. 3. 79. Revoked: O. Reg. 453/05, s. 2. 80.-82. Revoked: O. Reg. 632/00, s. 10. Part iv (s. 83-95) Revoked: O. Reg. 358/09, s. 1. PART V REGISTRATION REQUIREMENTS 96. Revoked: O. Reg. 358/09, s. 2. 97. Revoked: O. Reg. 357/09, s. 2. 98.-104. Revoked: O. Reg. 358/09, s. 2. 105. Revoked: O. Reg. 357/09, s. 2. 106.-109. Revoked: O. Reg. 358/09, s. 2. Conditions of Registration — Capital Requirements 110. (1) Every dealer, other than an exempt market dealer as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, shall participate in a compensation fund or contingency trust fund approved by the Commission and established by, (a) a recognized self-regulatory organization referred to in section 21.1 of the Act; (b) a recognized stock exchange; or (c) a trust corporation registered under the Loan and Trust Corporations Act. O. Reg. 453/05, s. 7; O. Reg. 358/09, s. 3; O. Reg. 446/16, s. 2. (2) The Commission may vary the amount required to be contributed by any participant where in its opinion it would not be prejudicial to the public interest to do so, provided that the variation is published by the Commission in a publication published by it prior to the variation taking effect. R.R.O. 1990, Reg. 1015, s. 110 (2). 111.-113. Revoked: O. Reg. 358/09, s. 4. 114. Revoked: O. Reg. 1/99, s. 1. 115.-123. Revoked: O. Reg. 358/09, s. 4. 124. Revoked: O. Reg. 468/00, s. 2. 125. Revoked: O. Reg. 1/99, s. 1. 126. Revoked: O. Reg. 468/00, s. 3. 127. Revoked: O. Reg. 358/09, s. 4. 128. Revoked: O. Reg. 393/01, s. 1. 129. Revoked: O. Reg. 16/03, s. 1. 130.-133. Revoked: O. Reg. 358/09, s. 4. Examination 134. A summons for an examination under section 33.1 of the Act shall be in Form 8, Summons to a Witness Before a Person Designated Under Section 31 of the Act, available on the website of the Government of Ontario Central Forms Repository. R.R.O. 1990, Reg. 1015, s. 134; O. Reg. 357/09, s. 3; O. Reg. 446/16, s. 3. 135. Revoked: O. Reg. 453/05, s. 10. 136. Revoked: O. Reg. 16/03, s. 3. 137., 138. Revoked: O. Reg. 453/05, s. 10. 139.-142. Revoked: O. Reg. 358/09, s. 4. 143. Revoked: O. Reg. 357/09, s. 4. 144., 145. Revoked: O. Reg. 358/09, s. 4. 146. Revoked: O. Reg. 357/09, s. 4. 147. (1) Revoked: O. Reg. 453/05, s. 15 (1). (2) Revoked: O. Reg. 358/09, s. 4. 148. Revoked: O. Reg. 491/05, s. 6. 149. Revoked: O. Reg. 424/01, s. 1. 150., 151. Revoked: O. Reg. 491/05, s. 7. PART VI OVER-THE-COUNTER TRADING General 152. (1) In this Part, “CUB security” means, subject to subsection (2), (a) a share of a company, (b) a right or warrant, but not an option, to purchase a share of a company, or (c) any combination of a share of a company and a right or warrant, but not an option, to purchase a share of a company; (“titre de la CUB”) “CUB System” means the web-based system operated by Canadian Unlisted Board Inc., which is wholly owned by TSX Venture Exchange Inc., for the reporting of over-the-counter trading. O. Reg. 446/16, s. 4. (“système de la CUB”) (2) The definition of “CUB security” does not include, (a) a security of a private issuer as defined in subsection 2.4 (1) of National Instrument 45-106 Prospectus Exemptions; (b) a security that, under section 2.13 or 2.20, subsection 2.21 (1), paragraph 2.34 (2) (b), (d.1), (e) or (f), subsection 2.35 (1) or section 2.38 of National Instrument 45-106 Prospectus Exemptions, is exempt from the prospectus requirement; (c) a security that, under paragraph 1 or 2 of section 73 of the Act, paragraph 1 of subsection 73.1 (1) of the Act, subsection 73.1 (6) of the Act or subsection 73.2 (1) or (3) of the Act, is exempt from the prospectus requirement; or (d) a security that is traded on a marketplace. O. Reg. 446/16, s. 4. 153. Revoked: O. Reg. 446/16, s. 5. Trade Reporting 154. (1) Every purchase or sale in Ontario of a CUB security made by a registered dealer, as principal or agent, shall be reported to the CUB System except for a purchase or sale that is, (a) made through the facilities of a marketplace outside Canada, or is required to be reported to a marketplace or a self-regulatory organization outside Canada immediately following execution, if, (i) the purchase or sale is monitored for compliance with applicable securities law, and (ii) information concerning the purchase or sale is provided to an information vendor or a person performing a similar function respecting public dissemination of data; (b) a distribution by or on behalf of an issuer; or (c) a purchase or sale made in reliance on an exemption set out in section 2.3, 2.5, 2.8, 2.10 or 2.15 of National Instrument 45-106 Prospectus Exemptions. O. Reg. 446/16, s. 6. (2) Every purchase or sale of a CUB security that is required to be reported under subsection (1) shall be reported to the CUB System, (a) by the registered dealer by or through whom the sale is made; or (b) in the case of a sale not made by or through a registered dealer, by the registered dealer by or through whom the purchase is made. O. Reg. 446/16, s. 6. 155., 156. Revoked: O. Reg. 446/16, s. 7. General 157. Revoked: O. Reg. 446/16, s. 7. 158. Every registered dealer shall pay the applicable CUB System fees. R.R.O. 1990, Reg. 1015, s. 158; O. Reg. 446/16, s. 8. 159. Revoked: O. Reg. 446/16, s. 9. PART VII ONTARIO SECURITIES COMMISSION PROCEDURE AND RELATED MATTERS Endorsement of Warrants 160. The endorsement of a warrant by a provincial judge or justice of Ontario provided for by section 125 of the Act shall be in accordance with Form 39, Endorsement of Warrant, available on the website of the Government of Ontario Central Forms Repository. R.R.O. 1990, Reg. 1015, s. 160; O. Reg. 80/95, s. 14; O. Reg. 56/04, s. 6; O. Reg. 446/16, s. 10. 161. Revoked: O. Reg. 53/25, s. 2. Fees and Filing 162. (1) Revoked: O. Reg. 165/98, s. 1. (2) Where any material that is filed is not prepared in accordance with the Act or this Regulation, the Director may, or the Commission may require the Director to, return the material to the person or company that is required to comply with the provisions. R.R.O. 1990, Reg. 1015, s. 162 (2). (3) Where any material is returned to a person or company under subsection (2), the fee paid upon the filing of the material shall not be refunded without the consent of the Commission. R.R.O. 1990, Reg. 1015, s. 162 (3). Investigations and Examinations — Service of Summons on Individuals 163. (1) A summons under section 13 of the Act shall be served on an individual in one of the following ways: 1. By delivering a copy of the summons personally to the individual or, if a copy of the summons cannot for any reason be delivered personally to the individual, i. by leaving a copy of the summons, in a sealed envelope addressed to the individual, at the individual’s last known or usual place of residence with a person who appears to be an adult member of the same place of residence as the individual, and ii. by mailing another copy of the summons, in a sealed envelope addressed to the individual, to the same place of residence upon which service was made in accordance with subparagraph i. 2. If the individual has a lawyer and the lawyer has given prior written or oral consent to receive the summons on behalf of the individual, i. by delivering a copy of the summons personally to the lawyer or to an employee or another lawyer in the lawyer’s office, or ii. by delivering a copy of the summons to the lawyer by any other method of service, including by electronic transmission, but only if the lawyer acknowledges receipt in writing. 3. By delivering a copy of the summons by any other method of service, including by electronic transmission, but only if the individual acknowledges receipt in writing. O. Reg. 53/25, s. 3. (2) Service that is made by delivering a copy of the summons personally in accordance with paragraph 1 of subsection (1) or by delivering a copy of the summons personally or leaving a copy of the summons in accordance with subparagraph 2 i of subsection (1) is effective on the day the summons is delivered or left. O. Reg. 53/25, s. 3. (3) Service that is made in accordance with subparagraph 1 i or ii of subsection (1) is effective on the day the summons is left or mailed, whichever is later. O. Reg. 53/25, s. 3. (4) Service that is made in accordance with subparagraph 2 ii or paragraph 3 of subsection (1) is effective on the day receipt is acknowledged in writing. O. Reg. 53/25, s. 3. (5) An individual who is served with a summons in accordance with this section shall be paid the same fees and allowances for the individual’s attendance before a person making an investigation or examination under section 11 or 12 of the Act as are paid for the attendance of a witness summoned to attend before the Superior Court of Justice. O. Reg. 53/25, s. 3. (6) In this section, “lawyer” means a person authorized under the Law Society Act to practise law in Ontario; (“avocat”) “lawyer’s office” means the lawyer’s place of business. (“bureau de l’avocat”) O. Reg. 53/25, s. 3. Investigations and Examinations — Service of Summons on Persons who are not Individuals and on Companies 163.1 (1) A summons under section 13 of the Act shall be served on a person who is not an individual or on a company in one of the following ways: 1. By leaving a copy of the summons with an officer, director or agent of the person or company or, if the person is a partnership, with any partner of the person or company. 2. If the person or company has a place of business in Ontario, by leaving a copy of the summons with anyone who appears to be in control or management of the place of business. 3. If the person or company carries on business in Ontario but does not have a place of business in Ontario, by leaving a copy of the summons with a person or company, if any, who carries on business in Ontario on behalf of the person or company. 4. If the person or company has a lawyer and the lawyer has given prior written or oral consent to receive the summons on behalf of the person or company, i. by delivering a copy of the summons personally to the lawyer or to an employee or another lawyer in the lawyer’s office, or ii. by delivering a copy of the summons to the lawyer by any other method of service, including by electronic transmission, but only if the lawyer acknowledges receipt in writing. 5. By delivering a copy of the summons by any other method of service, including by electronic transmission, but only if the person or company acknowledges receipt in writing. O. Reg. 53/25, s. 3. (2) Service that is made in accordance with paragraphs 1 to 3 and subparagraph 4 i of subsection (1) is effective on the day the summons is delivered or left. O. Reg. 53/25, s. 3. (3) Service that is made in accordance with subparagraph 4 ii and paragraph 5 of subsection (1) is effective on the day receipt is acknowledged in writing. O. Reg. 53/25, s. 3. (4) In this section, “lawyer” means a person authorized under the Law Society Act to practise law in Ontario; (“avocat”) “lawyer’s office” means the lawyer’s place of business. (“bureau de l’avocat”) O. Reg. 53/25, s. 3. Investigations and Examinations — Forms 163.2 (1) Every summons to an individual to appear before a person making an investigation or examination under section 11 or 12 of the Act shall be in Form 1, Summons to a Witness, dated January, 2025 and available on the website of the Government of Ontario Central Forms Repository. O. Reg. 53/25, s. 3. (2) Every summons to a person or company to produce documents and other things for the purposes of an investigation or examination under section 11 or 12 of the Act shall be in Form 1, Summons to a Witness, dated January, 2025 and available on the website of the Government of Ontario Central Forms Repository. O. Reg. 53/25, s. 3. (3) The following may be proved by an affidavit in Form 2, Affidavit of Service, dated January , 2025 and available on the website of the Government of Ontario Central Forms Repository: 1. Service of a summons referred to in subsections (1) and (2). 2. The payment or tender of fees and allowances to an individual mentioned in subsection (1). 3. Service of a notice on a person or company mentioned in subsection (1) or (2). O. Reg. 53/25, s. 3. (4) A written acknowledgement of receipt made in accordance with section 163 or 163.1 is sufficient proof of service and such service is not required to be proved by an affidavit. O. Reg. 53/25, s. 3. PART VIII INSIDER TRADING General 164. Revoked: O. Reg. 446/16, s. 13. 165. Revoked: O. Reg. 13/96, s. 1. 166., 167. Revoked: O. Reg. 141/10, s. 1. 168. Revoked: O. Reg. 53/25, s. 4. 169. Every report required to be filed under section 117 of the Act shall be prepared in accordance with Form 38, Report Under Section 117 of the Act, available on the website of the Government of Ontario Central Forms Repository. R.R.O. 1990, Reg. 1015, s. 169; O. Reg. 446/16, s. 15. 170., 171. Revoked: O. Reg. 141/10, s. 1. 172. Revoked: O. Reg. 126/01, s. 1. 173. (1) A person or company that is required under this Part and under Part XXI of the Act to file a report prepared in accordance with Form 55-102 F6 (made under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)) shall be deemed to have complied with such requirements if a report prepared in accordance with Form 55-102 F6 (made under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)) is filed in a Canadian jurisdiction other than Ontario with a securities commission or other agent that has been designated by the Commission for the purpose of accepting such filings. R.R.O. 1990, Reg. 1015, s. 173; O. Reg. 388/01, s. 2 (1); O. Reg. 446/16, s. 16. (2) This section does not apply to insiders who are required by National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) to file the report in electronic format. O. Reg. 388/01, s. 2 (2). 174. (1) A report prepared in accordance with Form 55-102 F6 (made under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)) that is filed with the Commission may contain the facsimile signature of the individual, officer, director, agent or attorney required to sign the form, if an original manually signed copy is filed concurrently with a securities commission in Canada designated by the Commission for the purpose of accepting such filings. R.R.O. 1990, Reg. 1015, s. 174; O. Reg. 388/01, s. 3 (1). (2) This section does not apply to insiders who are required by National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) to file the report in electronic format. O. Reg. 388/01, s. 3 (2). Insider Trading 175. (1) A company or person, other than an individual, that purchases or sells securities of an issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act if the company or person proves that no individual who made or participated in making the decision to purchase or sell the securities, (a) had knowledge of the material fact or material change; or (b) was given advice with respect to the purchase or sale of the securities by an individual who had that knowledge. O. Reg. 249/16, s. 1 (1). (1.1) A company or person, other than an individual, that, with knowledge of a material fact or material change with respect to an issuer that has not been generally disclosed, recommends or encourages another person or company to purchase or sell securities of the issuer is exempt from subsection 76 (3.1) of the Act if the company or person proves that no individual involved in making the decision to recommend or encourage the purchase or sale, (a) had knowledge of the material fact or material change; or (b) was acting on the recommendation or encouragement of an individual who had that knowledge. O. Reg. 249/16, s. 1 (1). (2) A person or company that purchases or sells securities of an issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act, where the person or company proves that, (a) the purchase or sale was entered into as agent of another person or company pursuant to a specific unsolicited order from that other person or company to purchase or sell; (b) the purchase or sale was made pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that was entered into by the person or company prior to the acquisition of knowledge of the material fact or material change; or (c) the purchase or sale was made to fulfil a legally binding obligation entered into by the person or company prior to the acquisition of knowledge of the material fact or material change. R.R.O. 1990, Reg. 1015, s. 175 (2); O. Reg. 249/16, s. 1 (2). (3) In determining whether a person or company has sustained the burden of proof under subsection (1) or (1.1), it shall be relevant whether and to what extent the person or company has implemented and maintained reasonable policies and procedures to prevent contraventions of subsections 76 (1) and (3.1) of the Act and to prevent transmission of information concerning a material fact or material change contrary to subsection 76 (2) or (3) of the Act. R.R.O. 1990, Reg. 1015, s. 175 (3); O. Reg. 249/16, s. 1 (3). (4) A person or company who purchases or sells a security of an issuer as agent or trustee for a person or company who is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act by reason of clause (2) (b) or (c), is also exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act. R.R.O. 1990, Reg. 1015, s. 175 (4); O. Reg. 249/16, s. 1 (4). (5) A person or company is exempt from subsections 76 (1), (2) and (3) of the Act where the person or company proves that such person or company reasonably believed that, (a) the other party to a purchase or sale of securities; or (b) the person or company informed of the material fact or material change, as the case may be, had knowledge of the material fact or material change. R.R.O. 1990, Reg. 1015, s. 175 (5). Part IX (ss. 176-181) Revoked: O. Reg. 215/05, s. 6. PART X 182. Revoked: O. Reg. 222/00, s. 1. 183.-189. Revoked: O. Reg. 589/07, s. 2. 190.-192. Revoked: O. Reg. 80/95, s. 22. 193.-196. Revoked: O. Reg. 589/07, s. 2. 197. Revoked: O. Reg. 133/00, s. 1. 198. Revoked: O. Reg. 589/07, s. 2. 199. Revoked: O. Reg. 133/00, s. 1. 200.-203. Revoked: O. Reg. 589/07, s. 2. 203.1 Revoked: O. Reg. 48/03, s. 1. 203.2 Revoked: O. Reg. 48/03, s. 2. PART XI 204. Revoked: O. Reg. 358/09, s. 4. 205. Revoked: O. Reg. 357/09, s. 4. 206. Revoked: O. Reg. 491/05, s. 11. 207. Revoked: O. Reg. 149/98, s. 4. 208. Revoked: O. Reg. 358/09, s. 4. 209. (1)-(9) Revoked: O. Reg. 358/09, s. 4. (10) Revoked: O. Reg. 357/09, s. 4. 210., 211. Revoked: O. Reg. 358/09, s. 4. Part XII (s. 212-218) Revoked: O. Reg. 358/09, s. 5. PART XIII 219. Revoked: O. Reg. 358/09, s. 6. 220. Revoked: O. Reg. 357/09, s. 4. 221., 222. Revoked: O. Reg. 1/99, s. 1. 223. Revoked: O. Reg. 358/09, s. 6. 224. Revoked: O. Reg. 504/01, s. 2. 225.-228. Revoked: O. Reg. 358/09, s. 6. 229. Revoked: O. Reg. 273/01, s. 3. 230. Revoked: O. Reg. 358/09, s. 6. 231. Revoked: O. Reg. 357/09, s. 4. 232. Revoked: O. Reg. 358/09, s. 6. 233. Revoked: O. Reg. 357/09, s. 4. PART XIV LABOUR SPONSORED INVESTMENT FUND CORPORATIONS 234. In this Part, “eligible investment” means an eligible investment as defined in section 204.8 of the Income Tax Act (Canada); (“investissement admissible”) “employee organization” and “labour sponsored investment fund corporation” have the meanings specified in the Labour Sponsored Venture Capital Corporations Act, 1992. (“association d’employés” et “fonds d’investissement des travailleurs”) O. Reg. 455/92, s. 1; O. Reg. 209/93, s. 1; O. Reg. 468/00, s. 6. 235. Despite the definition of “promoter” in subsection 1 (1) of the Act, if an employee organization incorporates a company to incorporate, organize and register another company as a labour sponsored investment fund corporation, the employee organization and its members shall be deemed not to be a promoter of the labour sponsored investment fund corporation. O. Reg. 455/92, s. 1. 236. Revoked: O. Reg. 468/00, s. 6. 237. Revoked: O. Reg. 31/08, s. 1. 238. (1) The Director shall not refuse to issue a receipt for a prospectus of a labour sponsored investment fund corporation under subsection 61 (1) or (2) of the Act if the circumstance forming the basis for a refusal under subsection 61 (1) or (2) of the Act is permitted under the Labour Sponsored Venture Capital Corporations Act, 1992 or this Part. O. Reg. 455/92, s. 1. (2) Despite subsection 61 (1) of the Act, the Director shall not issue a receipt for a prospectus of a labour sponsored investment fund corporation if, (a) it appears to the Director that the corporation is in contravention of this Part; or (b) the Director receives notice from the Minister of Revenue that the Minister of Revenue has served notice under section 31 of the Labour Sponsored Venture Capital Corporations Act, 1992 of a proposal to revoke the registration of the labour sponsored investment fund corporation. O. Reg. 455/92, s. 1. (3) Clause (2) (b) ceases to apply if the Director receives notice from the Minister of Revenue that the Minister of Revenue will not revoke the registration of the labour sponsored investment fund corporation. O. Reg. 455/92, s. 1. (4) The Director shall not refuse to issue a receipt under clause (2) (a) before giving the labour sponsored investment fund corporation that filed the prospectus an opportunity to be heard. O. Reg. 455/92, s. 1. (5) Immediately after making a decision to refuse to issue a receipt under clause (2) (a), the Director shall notify the Commission of the decision. O. Reg. 455/92, s. 1. (6) Within thirty days of the Director’s decision to refuse to issue a receipt under clause (2) (a), the Commission may notify the Director and any person or company directly affected by the Director’s decision of the Commission’s intention to convene a hearing to review the decision. O. Reg. 455/92, s. 1. 239. The Commission shall not make an order under subsection 70 (1) of the Act requiring that the distribution of securities under a prospectus of a labour sponsored investment fund corporation cease, if the circumstance forming the basis for an order under subsection 70 (1) of the Act is permitted under the Labour Sponsored Venture Capital Corporations Act, 1992 or this Part. O. Reg. 455/92, s. 1. 240. (1) If a rule, policy or practice of the Commission or the Director pertaining to mutual funds conflicts with a provision of the Labour Sponsored Venture Capital Corporations Act, 1992 pertaining to labour sponsored investment fund corporations, the rule, policy or practice of the Commission or the Director pertaining to mutual funds shall not apply to labour sponsored investment fund corporations. O. Reg. 455/92, s. 1; O. Reg. 3/00, s. 5 (1). (2) Without limiting the generality of subsection (1), a rule, policy or practice of the Commission or the Director respecting any of the following subjects shall not apply to labour sponsored investment fund corporations: 1. The incorporation and initial capitalization of mutual funds. 2. Investment restrictions on mutual funds. 3. The borrowing of money by mutual funds. 4. The making of illiquid investments by mutual funds. 5. The lending of money by mutual funds. 6. The guaranteeing by mutual funds of debts or obligations of other persons or companies. 7. The management or control of other issuers by mutual funds. 8. The sale or redemption of securities of mutual funds. 9. Revoked: O. Reg. 215/05, s. 7 (2). O. Reg. 455/92, s. 1; O. Reg. 3/00, s. 5 (2); O. Reg. 215/05, s. 7. 241. For the purpose of subsection 107 (1) of the Act, a labour sponsored investment fund corporation shall be deemed not to be a mutual fund. O. Reg. 455/92, s. 1. 242. Despite clause 110 (2) (b) of the Act, for the purposes of sections 111 to 115 of the Act, an eligible investment of a labour sponsored investment fund corporation shall be deemed not to be an investment by the labour sponsored investment fund corporation in a person or company in which it is a substantial security holder. O. Reg. 455/92, s. 1. 243. When a labour sponsored investment fund corporation provides to its shareholders a quarterly or annual share valuation in accordance with its undertaking under clause 14 (1) (h) of the Labour Sponsored Venture Capital Corporations Act, 1992, the corporation shall file with the Commission a copy of the valuation and a copy of all reports prepared by or for the corporation about the valuation. O. Reg. 455/92, s. 1. 244. A labour sponsored investment fund corporation is exempt from the requirements of Part IV that are inconsistent with the Labour Sponsored Venture Capital Corporations Act, 1992 or the regulations made under that Act. O. Reg. 455/92, s. 1. 245. The Commission may exempt any person or company from a requirement of this Regulation that relates to labour sponsored investment fund corporations or may vary a provision of this Regulation that relates to labour sponsored investment fund corporations as it applies to any person or company, if the Commission is satisfied that to do so would not be prejudicial to the public interest, having regard to the spirit and intent of the Labour Sponsored Venture Capital Corporations Act, 1992. O. Reg. 455/92, s. 1. Part XV (s. 246, 247) Revoked: O. Reg. 446/16, s. 17. part xvi civil liability for secondary market disclosure 248. In this Part, “equity security” means a security of an issuer that carries a residual right to participate in the earnings of the issuer and, on liquidation or winding up of the issuer, in its assets. O. Reg. 130/16, s. 2. 249. For the purposes of Part XXIII.1 of the Act, “market capitalization” means, in respect of an issuer, the amount determined as follows: 1. For each class of equity securities for which there is a published market, determine the sum of the number of outstanding securities of the class at the close of trading on each of the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred. 2. Divide the sum determined under paragraph 1 by 10. 3. Multiply the quotient determined under paragraph 2 for each class by the trading price of the securities of the class on the principal market for the securities for the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred. 4. Add the amounts determined under paragraph 3 for each class of equity securities for which there is a published market. 5. For each class of equity securities not traded on a published market, determine the fair market value of the outstanding securities of that class as of the day on which the misrepresentation was made or the failure to make timely disclosure first occurred. 6. Add the amounts determined under paragraph 5 for each class of equity securities not traded on a published market. 7. Add the amount determined under paragraph 4 to the amount determined under paragraph 6 to determine the market capitalization of the issuer. O. Reg. 453/05, s. 19. 250. For the purposes of Part XXIII.1 of the Act, “principal market” means, in respect of a class of securities of a responsible issuer, (a) the published market in Canada on which the greatest volume of trading in securities of that class occurred during the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred, or (b) the published market on which the greatest volume of trading in securities of that class occurred during the 10 trading days before the day on which the misrepresentation was made or the failure to make timely disclosure first occurred, if securities of that class are not traded during those 10 trading days on a published market in Canada. O. Reg. 453/05, s. 19. 251. For the purposes of Part XXIII.1 of the Act, “trading price” means, in respect of a security of a class of securities for which there is a published market, the amount determined under the following rules: 1. Subject to paragraphs 2 and 3, the trading price of the security is the volume weighted average price of securities of that class on the published market during the period for which the trading price is to be determined. 2. Subject to paragraph 3, if there was trading in the securities of that class in the published market on fewer than half of the trading days during the period for which the trading price of the securities is to be determined, the trading price of the security is determined as follows: i. Calculate the sum of the average of the highest bid and lowest ask prices for each trading day in the period on which there were no trades in securities of that class in the published market. ii. Divide the amount determined under subparagraph i by the number of trading days on which there were no trades in securities of that class in the published market. iii. Add to the amount determined under subparagraph ii the volume weighted average price of securities of that class on the published market for those trading days on which securities of that class were traded. iv. Divide by two the amount determined under subparagraph iii. 3. If there were no trades of securities of that class in the published market during the period for which the trading price is to be determined, the trading price of the security is the fair market value of the security. O. Reg. 453/05, s. 19. 252. (1) Part XXIII.1 of the Act applies to the acquisition of an issuer’s security pursuant to an exemption from section 53 or 62 of the Act that is set out in section 2.8 of National Instrument 45-102 Resale of Securities, which exemption is prescribed for the purposes of clause 138.2 (b) of the Act. O. Reg. 453/05, s. 19; O. Reg. 446/16, s. 18. (2) Part XXIII.1 of the Act applies to the acquisition or disposition of an issuer’s security in connection with or pursuant to a take-over bid that is exempt under section 4.1, 4.4 or 4.5 of National Instrument 62-104 Take-Over Bids and Issuer Bids or an issuer bid that is exempt under section 4.8, 4.10 or 4.11 of National Instrument 62-104 Take-Over Bids and Issuer Bids and those bids are prescribed for the purposes of clause 138.2 (c) of the Act. O. Reg. 589/07, s. 4; O. Reg. 130/16, s. 3. Schedule 1 Revoked: O. Reg. 48/03, s. 3. Forms 1, 2 Revoked: O. Reg. 446/16, s. 19. Form 3 Revoked: O. Reg. 358/09, s. 7. Form 4 Revoked: O. Reg. 16/03, s. 6. Forms 5, 6 Revoked: O. Reg. 358/09, s. 7. Form 7 Revoked: O. Reg. 453/05, s. 22. Form 8 Revoked: O. Reg. 446/16, s. 19. Form 9 Revoked: O. Reg. 358/09, s. 7. Form 10 Revoked: O. Reg. 357/09, s. 5. Form 11 Revoked: O. Reg. 424/01, s. 6. FormS 12-14 Revoked: O. Reg. 632/00, s. 11. Form 15 Revoked: O. Reg. 31/08, s. 2. Form 16 Revoked: O. Reg. 91/01, s. 6. FormS 17-19 Revoked: O. Reg. 453/05, s. 22. FormS 20, 21 Revoked: O. Reg. 662/98, s. 3. FormS 22, 23 Revoked: O. Reg. 423/01, s. 5. FormS 24-26 Revoked: O. Reg. 491/05, s. 13. Form 27 Revoked: O. Reg. 215/05, s. 8. Form 28 Revoked: O. Reg. 56/04, s. 14 (2). Form 29 Revoked: O. Reg. 507/97, s. 4. Form 30 Revoked: O. Reg. 215/05, s. 9. FORMS 31-35 Revoked: O. Reg. 589/07, s. 3. Form 36 Revoked: O. Reg. 13/96, s. 2. Forms 37-39 Revoked: O. Reg. 446/16, s. 19. Form 40 Revoked: O. Reg. 56/04, s. 14 (4). Form 41 Revoked: O. Reg. 446/16, s. 19. FormS 42-44 Revoked: O. Reg. 48/03, s. 4. Form 45 Revoked: O. Reg. 31/08, s. 2.