Canada: Capital Markets Report - September 2016

Last Updated: September 9 2016
Article by Gregory Hogan and Alexander Pizale

This is the fifth installment in our periodic series on National Instrument 43-101.

Disclosure of future exploration targets is an area of difficulty for issuers. Whether out of a desire to increase share price or simply to provide the market with current and complete disclosure, issuers often want to disclose the exploration potential of mineralization of a property when there has been insufficient exploration to prepare a mineral resource estimate. To avoid issuers misleading the market, National Instrument 43-101 prohibits an issuer from disclosing the quantity, grade, or metal or mineral content of a deposit that has not been categorized as a mineral resource or mineral reserve.

As a result, this prohibition makes it difficult for an issuer to explain why it is focusing time and money on a prospect for further exploration. However, National Instrument 43-101 does allow an issuer to disclose in writing the potential quantity and grade, expressed as ranges, of a target for further exploration if the disclosure states with equal prominence:

  1. that the potential quantity and grade is conceptual in nature,
  2. that there has been insufficient exploration to define a mineral resource, and
  3. that it is uncertain if further exploration will result in the target being delineated as a mineral resource.

The disclosure must also state the basis on which the disclosed potential quantity and grade has been determined.

Unfortunately, many issuers do not comply with the above requirements. Regulators have indicated that they commonly see the following disclosure issues related to exploration targets:

  • lack of ranges of tonnes and grade,
  • missing cautionary language,
  • unrealistic and untestable exploration targets with no explanation of the basis for the data,
  • extrapolating resource grades into unsampled areas,
  • creating a block model with a cut-off grade, but not disclosing it as a mineral resource estimate,
  • using an exploration target as a proxy for a mineral resource or mineral reserve estimate, and
  • disclosing an economic analysis on an exploration target.

In addition, issuers must remember when discussing an exploration target to not use the term "ore" as it implies technical feasibility and economic viability that have not been shown. The term "ore" should only be used when attributed to mineral reserves.

When Regulators identify material NI 43-101 disclosure deficiencies, they will usually require that an issuer correct the deficiency by restating and re-filing the documents. Failure to comply with such a request by Regulators may result in an issuer being placed on the reporting issuer default lists and a cease trade order until the issuer corrects the deficiency. Regulators may also take other regulatory actions depending on the circumstances.

An example of how an exploration target should be disclosed is as follows:

"The Company believes that the property has the potential for # to # oz Au contained within # to # Mt grading # to # g/t Au. This is based on previous exploration on the property, including over # historic drill holes. The exploration target potential was derived by modeling the identified vein systems, and their surrounding "halo" mineralization, as evidenced by drill intercepts in the exploration target area, across vertical long sections of mine area. The volume of the modeled areas determines the potential tonnage statement in the exploration target. The grade range given in the exploration target is determined with consideration to the drill results within the modeled exploration target area and consideration of the geological setting in an established mining camp where grades are generally observed to increase with depth. The potential tonnages and grades are conceptual in nature and are based on previous drill results that defined the approximate length, thickness, depth and grade of the portion of the historic resource estimate. There has been insufficient exploration to define a current mineral resource and the Company cautions that there is a risk further exploration will not result in the delineation of a current mineral resource."

Overall, it is very important that issuers take the above considerations into account prior to the disclosure of an exploration target in their public disclosure or marketing materials. While the requirements of National Instrument 43-101 may make the disclosure longer and require some additional work, complying with the requirements for making public disclosure of a target exploration area and its potential should not pose marketing issues. Compliance is simply a matter of recognizing what is being disclosed and complying with the above noted requirements

From the Regulators

By: Gregory Hogan, Anita Kim and Adria Leung Lim

National: Harmonized Exempt Trade Report for Canadian Private Placements Implemented

On June 30, 2016 the Canadian Securities Administrator introduced a new harmonized report of exempt distribution under National Instrument 45-106 – Prospectus Exemptions (the New Report), replacing the previous Form 45-106F1 that was used in all Canadian provinces and territories along with the alternate reporting form used in British Columbia. The New Report applies to all issuers, including both investment fund issuers and non-investment fund issuers, that distribute securities under certain prospectus exemptions.

For the purposes of regulatory oversight of the exempt market and for policy development purposes, the New Report requires additional disclosures from issuers, including:

  • additional details about the issuer including its size and primary business activity,
  • the identities of directors, executive officers and promoters of certain issuers,
  • the identities of control persons of certain issuers in a confidential schedule,
  • additional details about the securities distributed and, for certain jurisdictions, details about the documents provided in connection with the distribution,
  • specific details about the prospectus exemptions relied on, both on an aggregate and per investor basis, and
  • details about compensation paid to registrants, connected persons, insiders and employees of the issuer or the investment fund manager involved in the distribution.

While these additional requirements may make it more challenging to complete the New Report, issuers are exempt from providing certain required information in the New Report if the information is already available through the issuer's continuous disclosure filings, the issuer's profile on SEDAR or a registrant firm's profile on the National Registration Database.

National: CSA Staff Notice 81-327 - Next Steps in the CSA's Examination of Mutual Fund Fees

In 2015, the Canadian Securities Administrators committed to communicating a policy direction on mutual fund fees by the first half of 2016. After consultations and research examining investor protection and market efficiency issues that arise from embedded commissions, in addition to other independent studies substantiating the detrimental impact o conflicts from embedded commissions on investors and market efficiency, the CSA determined that there is sufficient evidence to consider regulatory action on embedded commissions. However, before taking any action, the CSA have determined to study the impact of discontinuing embedded commissions on the provision and accessibility of advice and on certain product providers in our market. Discontinuing embedded commissions would be a significant change for investors and the mutual fund industry. The CSA have therefore decided to consult with stakeholders on potential measures to transition to direct pay arrangements (under which the investor would agree to and pay directly the dealer/representative's compensation) and on their assessment of the potential consequences of such regulatory action on Canadian market participants and investors. The next step from the CSA is a consultation paper expected in the fall of 2016.

TSX: TSX Proposes to Mandate Website Disclosures and to Modernize Security Based Compensation Arrangement Disclosures

On May 26, 2016, the Toronto Stock Exchange published proposed amendments to Part IV: Maintaining a Listing – General Requirements and Part VI: Changes in Capital Structure of Listed Issuers of its Company Manual (the Manual) that would:

  • mandate specific additional website disclosure, and
  • revise the manner and content of disclosures regarding security based compensation arrangements.

For more details regarding the proposal, please see our e-Lert on the proposal here.

Multilateral: Amendments to Start-Up Crowdfunding Exemptions

On June 30, 2016, the securities regulatory authorities of Saskatchewan, Manitoba, Quebec, New Brunswick and Nova Scotia (the Jurisdictions) amended the start-up crowdfunding registration and prospectus exemption orders (the Crowdfunding Exemptions) and corresponding start-up forms which were originally adopted on May 14, 2015, and amended on January 25, 2016. These Crowdfunding Exemptions were implemented by way of local blanket orders, and allow start-up and early stage companies to raise capital in the Jurisdictions, subject to certain conditions, with fewer disclosure requirements. The amendments to the Crowdfunding Exemptions require issuers with exempt market filings to electronically file their offering document and report of exempt distribution on the System for Electronic Document Analysis and Retrieval (SEDAR), and also provide greater clarification on the expectations on funding portals and issuers relying on the Crowdfunding Exemptions. Although the securities regulatory authorities of British Columbia adopted the Crowdfunding Exemptions on May 14, 2015, the same amendments to the Crowdfunding Exemptions of the Jurisdictions were not adopted in British Columbia, and issuers in British Columbia will continue to file through BCSC eServices.

For more details, ple ase see Multilateral CSA Notice 45-319 – Amendments to Start-up Crowdfunding Registration and Prospectus Exemptions here.

Ontario: OSC Publishes its 2016-2017 Statement of Priorities

On June 9, 2016, the OSC published its Statement of Priorities (the SoP) setting out the OSC's regulatory goals and the specific initiatives that the OSC intends to pursue to support these goals in the current fiscal year.

Some of the key priority areas for 2016-2017 include:

Goal 1: Delivering strong investor protection

  • Improving advisor-client relationships by: (i) conducting and publishing consultations on proposed regulatory provisions to create a best interest standard, and (ii) finalizing an analysis of advisor compensation practices
  • Addressing and disclosing compensation arrangements in mutual funds
  • Maintaining oversight of investor participants in the expanded exempt market through a risk-based supervision program for issuers, registrants and portals
  • Expanding the OSC's efforts in investor engagement, research, education and outreach

Goal 2: Delivering responsive regulation

  • Monitoring and assessing the impact of recent regulatory reforms, such as the Client Relationship Model – Phase 2 (CRM2) and Point of Sale (POS) amendments
  • Conducting targeted disclosure reviews in respect of the representation of women on boards and in executive positions

Goal 3: Delivering effective compliance, supervision and enforcement

  • Actively pursuing enforcement action against fraud and other serious securities law violations by implementing the OSC Whistleblower Program

Goal 4: Promoting financial stability through effective oversight

  • Enhancing oversight of the fixed income market by: (i) implementing public transparency of fixed income trading data, (ii) monitoring such data and (iii) conducting a comprehensive review of dealers' allocation practices for new debt issues

Goal 5: Being an innovative, accountable and efficient organization

  • Focus on improving the execution of its operations
  • Demonstrate accountability in fulfilling the OSC's mandate and goals

This SoP follows and was prepared in response to the draft SoP published by the OSC on March 10, 2016 (to which the OSC received 23 comment letters).

British Columbia: 2016 Annual Compliance Report Card

The BCSC released its 2016 Annual Compliance Report Card, which document summarizes the compliance strengths and weaknesses found at BC-based portfolio managers (PMs), investment fund managers (IFMs), and exempt market dealers (EMDs) from April 1, 2015 to March 31, 2016. Over this period, the BCSC regulated 114 firms and the associated individuals directly registered with the BCSC (excluding IIROC and MFDA firms and their dealing representatives), consisting of 87 adviser/IFM firms and 27 dealer firms. The key deficiencies found by the BCSC related to:

1. Policies and procedures manuals. The BCSC found that many manuals:

  • did not represent the registrant's actual operations
  • were not regularly updated as required, or
  • did not address important cybersecurity risks.

2. Disclosures and relationship disclosure information (RDI). One of the larger issues related to this disclosure was failure to provide each client with a general explanation of their performance benchmarks. Another issue routinely identified was registrants that sent clients quarterly statements generated from third party technology service providers that contained inappropriate boilerplate language stating that the statements may not be accurate, and suggesting clients rely on the custodian's records.

3. Registration administration - required filings. Many registrants overlooked their obligation to report changes in their registration information.

4. Chief compliance officer (CCO) functions. Many CCOs did not follow own policies and procedures or missed carrying out documented compliance procedures or could not demonstrate they had performed compliance reviews under their PPMs

5. Know-your-client (KYC) and suitability. The BCSC found at many registrants that their clients' KYC information was outdated, or that there was no evidence of updates. Other issues included that the KYC information was inadequate to perform suitability assessments or that their actual KYC procedures were not in accordance with their policies and procedures manuals. Finally, the KYC information was not being used by many registrants to ensure the suitability of advice being provided.

Alberta: Alberta Securities Commission Adopts New Rule Regarding Fees

Effective as of December 1, 2016, the Alberta Securities Commission will adopt a new rule regarding fees (the New Fees Rule). The New Fees Rule establishes a new participation fee model versus a fixed fee model, similar to the current arrangement in Ontario, for reporting issuers and certain regulated entities such as exchanges and clearing agencies, but not investment funds. The method used to calculate fees for certain filings will change, and fees based on proceeds from the public and exempt distributions will be eliminated. These fee changes and increases are the first that the ASC has introduced since 2006, except for certain late filing fees being increased, and will permit the ASC to maintain its current operations since it has operated at a deficit for the past five years.

For more information on the New Fees Rule, please click here.

From the Courts

Take-over Bids: Kingsway Financial Services Inc. v. Kobex Capital Corp., 2016 BCSC 460

By: Gregory Hogan and Adria Leung Lim

Kingsway Financial Services Inc. v. Kobex Capital Corp., 2016 BCSC 460, is noteworthy in emphasizing that, when determining whether a take-over bid has occurred, joint actor status is fact dependent and must relate to the take-over bid. A party seeking a declaration of non-compliance must present clear, cogent evidence - mere speculation is insufficient, and inferences cannot be drawn. Acting jointly in respect of corporate affairs, does not demonstrate acting jointly for the specific purpose of a take-over bid.

The case is also a reminder that the definition of "person" includes "legal representative", which should not be forgotten when considering whether a particular purchase is subject to Canadian take-over bid rules. Offers to, and purchases from, foreign shareholders can fall within the formal take-over bid rules if the foreign vendor transacts through a broker or similar agent resident in Canada, i.e., the purchases are made through a legal representative in Canada.

For more details and analysis, ple ase see our e-Lert on the decision here.

Auditor Negligence: Livent Inc. v. Deloitte & Touche, 2016 ONCA 11

By: Gregory Hogan

The Livent story is well known. Livent was an entertainment company that went public in 1993. It's financial performance was misrepresented to the public through a series of accounting frauds, including manipulating the amortization pre-production costs of various productions; manipulating expense entries in and out of particular accounting periods or charging them against other activities or productions; and improperly recognizing one-off revenue transactions. Throughout the period, unqualified audit opinions of Deloitte that Livent's financial statements presented "fairly, in all material respects, the financial position of the company...in accordance with generally accepted accounting principles in Canada" were issued. This fraud and the related bankruptcy of Livent resulted criminal convictions, cross-border bankruptcy proceedings, hearings before the SEC and OSC, and prosecutions of Deloitte partners by accounting regulators. Livent, by its receiver, brought an action for negligence and breach of contract against Deloitte regarding the audit of Livent's financial statements. Deloitte appealed a trial finding that is was negligent in its audit of the financial statements of Livent.

This decision was noteworthy for a number of reasons. The articulation of how the auditor of a public company must meet a higher standard is the focus here.

As the Court noted, audits fulfil two key objectives that have traditionally been judicially recognized: (i) to ensure that financial information presented by management provides a fair and accurate representation of the financial affairs of an issuer and of any changes in the financial position of an issuer; and (ii) to provide shareholders with information to assist in supervising and monitoring the management and affairs of the issuer, including the ability to measure the level of honesty with which management performs its duties. In this decision, the Court explicitly added a third "important and broader objective", observing:

"It is not only the corporation and its existing shareholders who need and rely on the auditors' reports. Securities regulators and members of the investing public also rely on them for disclosure of a fair and accurate picture of the financial position of the corporation. The auditors' standard of care in such circumstances must reflect this reality as well. This role of an audit of a publicly-traded company is reinforced by s. 1.1 of the Securities Act, R.S.O. 1990, c. S.5, which provides that one of the Act's purposes is to foster fair and efficient capital markets by protecting investors from unfair, improper or fraudulent practices, and to maintain public confidence in those markets. An auditor must be alive to the impact of its reports in this context. It follows that the auditor of a publicly-traded company acquires an added layer of responsibilities that is not necessarily present where the audit is performed in relation to a private corporation or private individuals."

The Court then reviewed the general standard of care applicable to an auditor, which was formulated in the 19th century:

It is the duty of an auditor to bring to bear on the work he has to perform that skill, care, and caution which a reasonably competent, careful, and cautious auditor would use. What is reasonable skill, care, and caution must depend on the particular circumstances of each case. [emphasis added]

The "particular circumstances" in this case included that the audit was of a publicly-traded corporation, and therefore a third objective to the auditor's responsibilities. The auditor must additionally adhere to the dictates of applicable securities regimes and be attentive to the need for accurate financial disclosure to securities regulators and the public.

What We've Been Reading

By: Gregory Hogan

Capital Markets

Research Paper: A New Measure of Disclosure Quality: The Level of Disaggregation of Accounting Data in Annual Reports

Will more line items in your financial statements lower your cost of equity? This research says yes.

The authors of this paper (Shuping Chen of the University of Texas at Austin – Red McCombs School of Business, Bin Miao of the National University of Singapore and Terry J. Shevlin of University of California-Irvine) create and assess a new measure of the quality of a public company disclosures - the level of disaggregation of financial data items in annual reports. The assumption is that more finely disaggregated data are of higher quality. The measure is based on counting non-missing data items in annual reports as reported by Compustat, which has templates it uses to collect and report standardized data items from financial statements. The authors recognize that there are two possible scenarios that can lead to a Compustat missing line item: (a) the public company has the underlying item but does not report it, and Compustat reports it as missing, and (b) the public company does not have the underlying item and Compustat reports it as missing. They do not believe that the latter are systematically related to disclosure behaviour and thus focus on the former.

They fine that higher disaggregation is positively associated with analyst forecast accuracy, negatively associated with bid-ask spreads and negatively associated with the cost of equity (i.e., more disaggregation lowers the cost of capital). These associations continue to hold after we control for firm fundamentals. The authors thus argue that there is strong and consistent evidence that DQ captures disclosure quality.

The paper is available through the ValueWalk website here.

Research Paper: The Real Effects of Mandatory Non-Financial Disclosures in Financial Statements

Can additional disclosure by public companies achieve goals other than investor protection and fair and efficient capital markets? Does placement of information in financial statements matter?

The authors examine the real effects of certain mandatory, non-financial disclosures, introduced into securities regulation under the Dodd-Frank Act in the United States. The specific provisions were those that require firms to disclose their mine-safety records in their financial reports. As most, if not all, of the information included in these disclosures was already publicly available, an examination of the incremental effects of including the information in financial reports could be undertaken by comparing mines owned by SEC-registered issuers to those mines that are not. The findings were that the disclosures were associated with an approximately 11 percent decrease in both mining-related citations and injuries. The authors also found evidence that productivity declined. Their work illustrated that markets price mine-safety information and that financial statement disclosure appears to incrementally increase investors' awareness of safety issues. Overall, the authors argued that there are real effects of disclosing non-financial information in financial statements—even if this information is publicly available elsewhere.

What We've Been Up To

The Canadian Legal Lexpert® Directory 2016 has published the results of its 2016 survey analysis. We are pleased to announce that 44 Cassels Brock lawyers were recognized as leading lawyers across 14 areas of practice, the strongest ever showing for the firm. For details please see here.

Recent Transactions

For a list of recent transactions, including further details on the the below transactions from May and June 2016, please click here. Recently, we have acted for:

  • Nighthawk Gold Corp. in its $6 million non-brokered private placement
  • The underwriters in Americas Silver Corporation's $31.5 million private placement
  • The underwriters in Pure Gold Mining Inc.'s $6.2 million bought deal private placement
  • Integra Gold Corp. in its $15.98 million bought deal financing
  • The underwriters in OrganiGram Holdings Inc.'s $10.4 million bought deal financing
  • Crystal Peal Minerals Inc. in its $5.35 million private placement with EMR Capital Resources Fund 1, LP
  • Oando Energy Resources in its going-private transaction with Oando Plc
  • Luna Gold Corp. in its US$5 million secured note financing
  • The underwriters in First Majestic Silver Corp.'s $57 million bought deal private placement
  • Goldcorp Inc. in its acquisition of Kaminak Gold Corporation
  • VersayPay Corporation in its $4.6 million bought deal financing

Public Company Activity

Information and intelligence about what public companies are doing in the market.

Public Offerings - Launched May-June 2016

Equity Offerings

Initial Public Offerings

Company Industry Securities Offered Gross Proceeds Agent/Underwriter
Kew Media Group Inc. Other 7,000,000
Class A
Restricted
Voting rights
$70,000,000 TD Securities Inc. and Cantor Fitzgerald Canada Corporation
MCAP Corporation Finance company Common Shares $275,000,000 RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc.
Harbour Star Capital Inc. Finance company

Minimum: 4,000,000 Common Shares

Maximum: $750,000

Minimum: $400,000

Maximum: $750,000

Global Securities Corporation
Cloud Nine Education Group Ltd. Industrial products - technology - software

Minimum: 2,000,000 Units

Maximum: 6,000,000 Units

Minimum: 500,000

Maximum: $1,500,000

Mackie Research Capital Corporation
Donnelley Financial Solutions, Inc. Paper and forest products Shares of common stock TBD N/A
Ecolomondo Corporation Inc. Industrial products - technology 2,000,000 Class A Common Shares TBD Chardan Capital Markets, LLC
LSC Communications, Inc. Paper and forest products Shares of common stock TBD N/A
PointClickCare Corp. Other Common Shares TBD JP Morgan Securities Canada Inc., Goldman Sachs Canada Inc. and RBC Dominion Securities Inc.
Sun Life Multi-Strategy Target Return Fund Financial services - investment companies and funds Series A Units, Series F Units, Series I Units and Series O Units N/A
Valhalla Game Studios International Ltd. Other Common Shares $5,000,000 Echelon Wealth Partners Inc.
Avanco Capital Corp. Other 5,000,000 Common Shares $500,000 Haywood Securities Inc.


Bought Deals

Company Industry Securities Offered Gross Proceeds Agent/Underwriter
Mainstreet Health Investments Inc. (formerly, Kingsway Arms Retirement Residences Inc.) Other 9,500,000 Common Shares US$95,000,000 BMO Nesbitt Burns Inc., CIBC World Markets Inc. and National Bank Financial Inc.
Canadian Zinc Corporation Junior natural resource - mining 28,000,000 Common Shares and 4,000,000 Flow-Through Shares $8,000,000 Paradigm Capital Inc. and Canaccord Genuity Corp.
Delphi Energy Corp. Oil and gas producers

60,000 Units, each Unit consisting of $1,000 principal amount of 10% CEL Notes due 2021 and 245 Common Share Purchase Warrants

$60,000,000

Raymond James Ltd. and Peters & Co. Limited
Dividend 15 Split Corp. Financial services - investment companies and funds

2,328,000 Preferred Shares and 2,328,000 Class A Shares

$47,724,000

National Bank Financial Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.
Energy Leaders Plus Income Fund Financial services - investment companies and funds 775,000 Class A Units $4,650,000 BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Scotia Capital Inc.
Platinum Group Metals Ltd. Metals and minerals - mining 11,000,000 Common Shares US$33,000,000 BMO Nesbit Burns Inc.
Suncor Energy Inc. Oil and gas - integrated oils 71,500,000 Common Shares $2,502,500,000 TD Securities Inc., CIBC World Markets Inc. and J.P. Morgan Securities Canada Inc.
Toro Oil & Gas Ltd. (formerly Kallisto Energy Corp.) Junior natural resource - oil and gas 49,138,600 Units $11,301,878 AltaCorp Capital Inc.
Glance Technologies Inc. Industrial products - technology - software 4,600,000 Units $690,000 Leede Financial Markets Inc.
Birchcliff Energy Ltd. Oil and gas producers 101,520,000 Subscription Receipts $634,500,000 National Bank Financial Inc., Cormark Securities Inc., GMP Securities L.P. and Scotia Capital Inc.
Bonavista Energy Corporation Oil and gas producers 29,851,000 Common Shares $100,000,850 CIBC World Markets Inc. and TD Securities Inc.
BTB Real Estate Investment Trust Real estate 6,594,000 Units $30,002,700 National Bank Financial Inc.
Canadian Energy Services & Technology Corp. Oil and gas services 26,670,000 Common Shares $80,010,000 Scotia Capital Inc.
Canadian Western Bank Financial services - banks and trusts 6,125,000 Common Shares $150,062,500 BMO Nesbitt Burns Inc. and National Bank Financial Inc.
Cardinal Energy Ltd. Oil and gas producers 6,500,000 Common Shares $60,775,000 CIBC World Markets Inc.
Clearwater Seafoods Incorporated Consumer products - food processing 2,518,000 Common Shares $35,000,200 Cormark Securities Inc.
Continental Gold Inc. Junior natural resource - mining 10,000,000 Units $25,000,000 TD Securities Inc. and Clarus Securities Inc.
Crius Energy Trust Other 7,462,000 Subscription Receipts $63,053,900 Desjardins Securities Inc., Scotia Capital Inc. and RBC Dominion Securities Inc.
Crombie Real Estate Investment Trust Real estate 8,952,400 Subscription Receipts $131,600,280 CIBC World Markets Inc. and BMO Nesbitt Burns Inc.
Delphi Energy Corp. Oil and gas producers 40,000 Units $40,000,000 Raymond James Ltd. and Peters & Co. Ltd.
Dundee Precious Metals Inc. Metals and minerals - mining 15,840,000 Common Shares $47,520,000 RBC Dominion Securities Inc.
Endeavour Mining Corporation Gold and precious metals 6,250,000 Ordinary Shares $125,000,000 BMO Nesbitt Burns Inc.
Energy Leaders Plus Income Fund Financial services - investment companies and funds 775,000 Class A Units $4,650,000 BMO Nesbitt Burns Inc.
Enerplus Corporation Oil and gas producers 29,000,000 Common Shares $200,100,000 BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Firan Technology Group Corporation Industrial products - technology 3,450,000 Subscription Warrants Issuable on Exercise of 3,450,000 Outstanding Special Warrants $6,900,000 Acumen Capital Finance Partners Limited
Freehold Royalties Ltd. Oil and gas producers 14,286,000 Common Shares $165,003,300 RBC Dominion Securities Inc.
Gear Energy Ltd. Oil and gas producers 25,000,000 Common Shares $17,500,000 Peters & Co. Limited
GoGold Resources Inc. Junior natural resource - mining 7,700,000 Units $10,010,000 Fitzgerald Canada Corporation and BMO Nesbitt Burns Inc.
Granite Oil Corp. (formerly DeeThree Exploration Ltd.) Oil and gas producers 2,113,000 Common Shares $15,002,300 National Bank Financial Inc. and Raymond James Ltd.
Hardwoods Distribution Inc. Industrial products - building materials 3,449,000 Subscription Receipts $50,010,500 Cormark Securities Inc.
Killam Apartment Real Estate Investment Trust Real estate 7,100,000 Trust Units $85,200,000 RBC Dominion Securities Inc.
Knight Therapeutics Inc. Consumer products - biotechnology/pharmaceuticals 25,000,000 Common Shares $200,000,000 GMP Securities L.P.
Mullen Group Ltd. Transportation and environmental services 9,775,000 Common Shares $130,007,500 TD Securities Inc.
Oceanus Resources Corporation Other 21,739,130 Units $5,000,000 Cantor Fitzgerald Canada Corporation and PI Financial Corp.
OrganiGram Holdings Inc. (formerly, Inform Exploration Corp.) Agricultural industries 8,580,000 Units $9,009,000 Dundee Securities Ltd.

Peyto Exploration & Development Corp.

Oil and gas producers 4,687,500 Common Shares $150,000,000 BMO Nesbitt Burns Inc., and FirstEnergy Capital Corp.
PHX Energy Services Corp. Oil and gas services 7,500,000 Common Shares $20,250,000 Peters & Co. Limited
Platinum Group Metals Ltd. Metals and minerals - mining 11,000,000 Common Shares US$33,000,000 BMO Nesbitt Burns Inc.
Primero Mining Corp. Gold and precious metals 19,150,000 Units $45,002,500 BMO Nesbitt Burns Inc.
ProMetic Life Sciences Inc. Consumer products - biotechnology/pharmaceuticals 19,400,000 Common Shares $60,140,000 RBC Dominion Securities Inc. and Canaccord Genuity Corp.
Richmont Mines Inc. Gold and precious metals 2,600,000 Common Shares $27,040,000 Macquarie Capital Markets Canada Ltd.
Royal Nickel Corporation Metals and minerals - mining 17,060,000 Common Shares $8,700,600 Haywood Securities Inc. and Beacon Securities Limited
Sabina Gold & Silver Corp. Junior natural resource - mining 18,410,000 Common Shares $30,008,300 BMO Nesbitt Burns Inc.
Slate Office REIT Real estate Treasury Offering: 4,531,137 Units
Secondary Offering: 1,838,863 Units
Treasury Offering: $35,569,425
Secondary Offering: $14,435,075
TD Securities Inc. and BMO Nesbitt Burns Inc.
Spin Master Corp. Consumer products - household goods Treasury Offering: 2,450,000 Subordinated Voting Shares
Secondary Offering: 2,450,000 Subordinated Voting Shares
Treasury Offering: $65,170,000
Secondary Offering: $65,170,000
RBC Dominion Securities Inc. and TD Securities Inc.
Summit Industrial Income REIT Real estate 5,000,000 Units $30,250,000 BMO Nesbitt Burns Inc.
Suncor Energy Inc. Oil and gas - integrated oils 71,500,000 Common Shares $2,502,500,000 TD Securities Inc., CIBC World Markets Inc. and J.P. Morgan Securities Canada Inc.
Tamarack Valley Energy Ltd. Junior natural resource - oil and gas 1,952,000 Flow-Through Shares and 17,487,000 Subscription Receipts $8,003,200 - Flow-Through Shares and
$64,002 - Subscription Receipts
National Bank Financial Inc.
Trican Well Service Ltd. Oil and gas services 37,500,000 Common Shares $60,000,000 RBC Dominion Securities Inc. and Scotia Capital Inc.
Whitecap Resources Inc. Oil and gas producers 51,087,000 Subscription Receipts $470,000,400 National Bank Financial Inc.
Yangarra Resources Ltd. Junior natural resource - oil and gas 10,000,000 Common Shares $10,000,000 AltaCorp Capital Inc.
AltaGas Ltd. Other 13,350,000 Common Shares $400,500,000 TD Securities Inc., RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc.
Artis Real Estate Investment Trust Real estate 7,576,000 Trust Units $100,003,200 CIBC World Markets Inc., TD Securities Inc. and BMO Nesbitt Burns Inc.
Brookfield Renewable Partners L.P. Utilities - gas/electrical utilities 10,655,000 Limited Partnership Units $400,095,250 Scotia Capital Inc., Barclays Capital Canada Inc., HSBC Securities (Canada) Inc. and TD Securities Inc.
Brookfield Renewable Partners L.P. Utilities - gas/electrical utilities 8,000,000 Class A Preferred Limited Partnership Units, Series 9 $200,000,000 CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc. and TD Securities Inc.
Cott Corporation Consumer products - breweries and beverages 13,120,000 Common Shares U.S. $200,080,000 CIBC World Markets Inc.
First Capital Realty Inc. Real estate 4,740,000 Common Shares $100,014,000 TD Securities Inc. and RBC Dominion Securities Inc.
Gibson Energy Inc. Oil and gas services 12,950,000 Common Shares
5.25% Convertible Unsecured Subordinated Debentures due July 15, 2021
$200,077,500 - Common Shares
$100,000,000 - Debentures
BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Keyera Corp. Oil and gas services 8,250,000 Common Shares $299,887,500 RBC Dominion Securities Inc. and National Bank Financial Inc.
Merus Labs International Inc. Consumer products - biotechnology/pharmaceuticals 14,250,000 Common Shares on Exercise of 14,250,000 Special Warrants $27,075,000 Canaccord Genuity Corp. and Clarus Securities Inc.
Pure Industrial Real Estate Trust Real estate 25,800,000 Units $130,290,000 BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc.
Sandstorm Gold Ltd. Junior natural resource - mining 11,236,000 Common Shares US$50,000,200 National Bank Financial Inc. and BMO Nesbitt Burns Inc.


Marketed Deals

Company Industry Securities Offered Gross Proceeds Agent/Underwriter
Freegold Ventures Limited Junior natural resource - mining Minimum: 16,666,667 Units
Maximum: 55,555,555 Units
Minimum: $3,000,000
Maximum: $10,000,000
Paradigm Capital Inc.
Nevada Copper Corp. Junior natural resource - mining 6,666,667 Common Shares $4,000,000 GMP Securities L.P. and Dundee Securities Ltd.
Eguana Technologies Inc. Industrial products - technology 27,272,728 Common Shares $6,000,000 Mackie Research Capital Corporation
Energold Drilling Corp. Metals and minerals - mining 5,000,000 Units $5,000,000 Clarus Securities Inc.
Nemaska Lithium Inc. Metals and minerals - mining Minimum: 43,480,000 Units
Maximum: 52,174,000 Units
Minimum: $50,002,000
Maximum : $60,000,100
Dundee Securities Ltd.,
North American Nickel Inc. Junior industrial Up to 160,000,000 Units Up to $12,000,000 Paradigm Capital Inc.
Santacruz Silver Mining Ltd. Metals and minerals - mining 26,500,000 Units $10,600,000 RBC Dominion Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc.
Bellatrix Exploration Ltd. Oil and gas producers 20,547,576 Common Shares $29,177,558 N/A
Endeavour Silver Corp. Metals and minerals - non-base metal mining Common Shares Up to US$40,000,000 N/A
Golden Star Resources Ltd. Junior natural resource - mining 22,750,000 Common Shares US$15,015,000 N/A
Northern Dynasty Minerals Ltd. Metals and minerals - mining 2,222,222 Units $1,000,000
N/A
Northern Dynasty Minerals Ltd. Metals and minerals - mining 31,111,111 Units $14,000,000 Global Securities Corporation
Parkland Fuel Corporation Other Common Shares Up to $110,000,000 Canaccord Genuity Corp.
Pattern Energy Group Inc. Other Class A Common Stock Up to US$200,000,000 RBC Capital Markets, LLC, KeyBanc Capital Markets Inc. and Morgan Stanley & Co. LLC
Sprott Physical Gold Trust Financial services - investment companies and funds Trust Units Up to US$229,378,423 N/A
Sprott Physical Gold Trust Financial services - investment companies and funds Trust Units Up to US$230,050,023 N/A
Sprott Physical Platinum and Palladium Trust Financial services - investment companies and funds Trust Units Up to US$9,240,888 N/A
Sprott Physical Silver Trust Financial services - investment companies and funds Trust Units US$86,441,969 N/A
U.S. Banks Income & Growth Fund Financial services - investment companies and funds Class A2 Unit and Class T Unit Maximum: $15,000,000 National Bank Financial Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Scotia Capital Inc.
Westport Fuel Systems Inc. Industrial products - technology 9.0% Convertible Unsecured Notes due June 1, 2021 US$17,500,000 N/A


Rights Offerings

Company Industry Securities Offered Gross Proceeds Managing Dealer
BioDE Ventures Ltd. Consumer products - biotechnology/pharmaceuticals 3,805,378 Common Shares

$95,134

N/A
Glacier Media Inc. Communications and media - publishing and printing 22,270,776 Common Shares $ 14,476,004 N/A
Goldstar Minerals Inc. Junior natural resource - mining 29,747,630 Common Shares

$1,189,905

N/A
The Mint Corporation Other 73,642,790 Common Shares $3,682,140 N/A
Nesscap Energy Inc. Other 287,333,271 Common Shares US$2,264,962 N/A
Revive Therapeutics Ltd. Consumer products - biotechnology/pharmaceuticals 23,936,437 Common Shares $2,393,644 N/A
US Oil Sands Inc. Junior natural resource - oil and gas 853,142,395 Common Shares $12,797,136 N/A
Zenyatta Ventures Ltd. Junior natural resource - mining 3,930,268 Common Shares $2,947,700 N/A


Debt Offerings

Bought Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
Exchange Income Corporation Miscellaneous 7 Year 5.25% Convertible Unsecured Subordinated Debentures $60,000,000 National Bank Financial Inc., Laurentian Bank Securities Inc. and CIBC World Markets Inc.
Morneau Shepell Inc. Miscellaneous 4.75% Convertible Unsecured Subordinated Debentures $75,000,000 National Bank Financial Inc. and TD Securities Inc.
Emera Incorporated Other 6.75% Fixed-to-Floating Subordinated Notes - Series 2016-A due June 15, 2076 US$1,200,000,000 J.P. Morgan Securities LLC
Manulife Financial Corporation

Financial services - insurance

4.70% Senior Notes Due June 23, 2046 US$1,000,000,000 The Bank of New York Mellon, London Branch


Marketed Deals

Company Industry Securities Offered Gross Proceeds Lead Agent/Underwriter
407 International Inc. Transportation and environmental services Series 16-A1 Senior Medium-Term Notes (secured) $500,000,000 RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., Casgrain & Company Limited and TD Securities Inc.
Allied Properties Real Estate Investment Trust Real estate 3.934%Series B Debentures Due November 14, 2022 (Senior Unsecured) $150,000,000 BMO Nesbitt Burns Inc., Scotia Capital Inc. and TD Securities Inc.
AltaLink, L.P. Utilities - gas/electrical utilities Series 2016-1 Medium-Term Notes (Secured) $350,000,000 BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc., TD Securities Inc. and Casgrain & Company Limited
Brookfield Finance Inc. Other 4.250% Notes due June 2, 2026 fully and unconditionally guaranteed by Brookfield Asset Management Inc. US$500,000,000 Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.
Capital Power Corporation Utilities - gas/electrical utilities Medium Term Notes (Unsecured) $2,000,000,000 BMO Nesbitt Burns Inc., Casgrain & Company Limited and CIBC World Markets Inc.
Cominar Real Estate Investment Trust Real estate 4.247% Series 10 Debentures due May 23, 2023 (Senior Unsecured) $225,000,000 National Bank Financial Inc. and BMO Nesbitt Burns Inc.
CT Real Estate Investment Trust Real estate 2.159% Series C Senior Unsecured Debentures due June 1, 2021 and $200,000,000 3.289% Series D Senior Unsecured Debentures due June 1, 2026 $150,000,000 RBC Dominion Securities Inc. and BMO Nesbitt Burns Inc.
Saputo Inc. Consumer products - food processing Series 33 Medium-Term Notes (unsecured) $300,000,000 BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., TD Securities Inc., Desjardins Securities Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc.
Thomson Reuters Corporation Communications and media - publishing and printing 3.35% Notes due 2026 US$500,000,000 Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and WellsFargo Securities, LLC
Toronto Hydro Corporation Utilities - gas/electrical utilities 2.52% Senior Unsecured Debentures due 2026 (Series 12) $200,000,000 BMO Nesbitt Burns Inc. and TD Securities Inc.
TransCanada PipeLines Limited Pipelines Medium Term Note Debentures (Unsecured) $300,000,000 CIBC World Markets Inc. and BMO Nesbitt Burns Inc.
TransCanada PipeLines Limited Pipelines Medium Term Note Debentures (Unsecured) $700,000,000 CIBC World Markets Inc. and BMO Nesbitt Burns Inc.
Union Gas Limited Utilities - gas/electrical utilities 3.80% Mtn Debentures, Series 15 (Unsecured) $250,000,000 BMO Nesbitt Burns Inc., Scotia Capital Inc., CIBC World Markets Inc. and TD Securities Inc.
Union Gas Limited Utilities - gas/electrical utilities 2.81% Mtn Debentures, Series 14 (Unsecured) $250,000,000 BMO Nesbitt Burns Inc., Scotia Capital Inc., CIBC World Markets Inc. and TD Securities Inc.

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