Brompton Oil & Gas Income Fund et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Investment funds, and their manager, exempted from the dealer registration requirement for certain trading activities to be carried out in connection with a warrant offering by the investment funds -- Trading activities to consist of the distribution of a short form (final) prospectus to existing holders of securities of the funds, and the distribution of units or equity shares (as applicable) of the funds to holders of the warrants, upon their exercise, through an appropriately registered dealer.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 25(1), 74(1).

Multilateral Instrument 11-102 Passport System.

National Instrument 81-102 Mutual Funds.

National Instrument 81-106 Investment Fund Continuous Disclosure.

National Instrument 45-106 Prospectus and Registration Exemptions, ss. 3.1, 3.42, 8.5.

January 21, 2011

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

BROMPTON OIL & GAS INCOME FUND (OGF),

BROMPTON ADVANTAGED OIL & GAS INCOME

FUND (AOG), BROMPTON VIP INCOME FUND

(VIP), BROMPTON ADVANTAGED VIP INCOME

FUND (AVIP), FLAHERTY & CRUMRINE

INVESTMENT GRADE FIXED INCOME FUND

(FFI) (collectively, the Funds),

GLOBAL URANIUM FUND INC. (GUR)

LIFE & BANC SPLIT CORP. (LBS) and

BROMPTON FUNDS MANAGEMENT LIMITED

(the Manager) (collectively, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filers from the dealer registration requirement in the Legislation in respect of the following:

i. certain trades (the OGF Warrant Offering Activities) to be carried out by the Manager, on behalf of OGF, in connection with a proposed offering (the OGF Warrant Offering) of warrants (the OGF Warrants) to acquire units (the OGF Units) of OGF, to be made pursuant to a short-form (final) prospectus (the OGF Warrant Prospectus);

ii. certain trades (the AOG Warrant Offering Activities) to be carried out by the Manager, on behalf of AOG, in connection with a proposed offering (the AOG Warrant Offering) of warrants (the AOG Warrants) to acquire units (the AOG Units) of AOG, to be made pursuant to a short-form (final) prospectus (the AOG Warrant Prospectus);

iii. certain trades (the VIP Warrant Offering Activities) to be carried out by the Manager, on behalf of VIP, in connection with a proposed offering (the VIP Warrant Offering) of warrants (the VIP Warrants) to acquire units (the VIP Units) of VIP, to be made pursuant to a short-form (final) prospectus (the VIP Warrant Prospectus);

iv. certain trades (the AVIP Warrant Offering Activities) to be carried out by the Manager, on behalf of AVIP, in connection with a proposed offering (the AVIP Warrant Offering) of warrants (the AVIP Warrants) to acquire units (the AVIP Units) of AVIP, to be made pursuant to a short-form (final) prospectus (the AVIP Warrant Prospectus);

v. certain trades (the FFI Warrant Offering Activities) to be carried out by the Manager, on behalf of FFI, in connection with a proposed offering (the FFI Warrant Offering) of warrants (the FFI Warrants) to acquire units (the FFI Units) of FFI, to be made pursuant to a short-form (final) prospectus (the FFI Warrant Prospectus);

vi. certain trades (the GUR Warrant Offering Activities) to be carried out by the Manager, on behalf of GUR, in connection with a proposed offering (the GUR Warrant Offering) of Class D warrants (the GUR Warrants) to acquire equity shares (the Equity Shares) of GUR, to be made pursuant to a short-form (final) prospectus (the GUR Warrant Prospectus); and

vii. certain trades (the LBS Warrant Offering Activities) to be carried out by the Manager, on behalf of LBS, in connection with a proposed offering (the LBS Warrant Offering) of warrants (the LBS Warrants) to acquire units (the LBS Units) of LBS, to be made pursuant to a short-form (final) prospectus (the LBS Warrant Prospectus).

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

1. the Ontario Securities Commission is the principal regulator for this application; and

2. each 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 by the Filer in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut (collectively, the Passport 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.

Representations

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

1. Each of the Funds is a trust established by declaration of trust under the laws of the province of Ontario.

2. Each of GUR and LBS is a mutual fund corporation incorporated under the Business Corporations Act (Ontario).

3. Each of the Funds, GUR and LBS is a reporting issuer in each of the provinces and territories of Canada and is not in default of securities legislation in any jurisdiction.

4. The Manager acts as the investment fund manager for each of the Funds, GUR and LBS.

5. The head office of each of the Filers is located in Toronto, Ontario.

6. None of the Funds nor GUR is considered to be a mutual fund under securities legislation of the provinces and territories of Canada.

7. While LBS is technically considered to be a mutual fund under the applicable securities legislation of the provinces and territories of Canada, it is not a conventional mutual fund and has obtained exemptions from certain requirements of National Instrument 81-102 Mutual Funds and National Instrument 81-106 Investment Fund Continuous Disclosure.

8. The authorized capital of OGF consists of an unlimited number of OGF Units. The OGF Units are listed and posted for trading on the Toronto Stock Exchange (the TSX).

9. The authorized capital of AOG consists of an unlimited number of AOG Units. The AOG Units are listed and posted for trading on the TSX.

10. The authorized capital of VIP consists of an unlimited number of VIP Units. The VIP Units are listed and posted for trading on the TSX.

11. The authorized capital of AVIP consists of an unlimited number of AVIP Units. The AVIP Units are listed and posted for trading on the TSX.

12. The authorized capital of FFI consists of an unlimited number of FFI Units. The FFI Units are listed and posted for trading on the TSX.

13. The authorized capital of GUR consists of an unlimited number of Equity Shares and Class J shares. The Equity Shares are listed and posted for trading on the TSX.

14. The authorized capital of LBS consists of an unlimited number of preferred shares (the LBS Preferred Shares), an unlimited number of Class A shares (the LBS Class A Shares) and an unlimited number of Class J shares (the LBS Class J Shares). The LBS Preferred Shares and the LBS Class A Shares are listed and posted for trading on the TSX.

15. Each of the Funds, GUR and LBS is, directly or indirectly, subject to certain investment restrictions that, among other things, limit the securities that may be acquired by the investment portfolio which the applicable Fund, GUR or LBS owns or is exposed to, as applicable. LBS may write call options and put options in accordance with the investment objectives, investment guidelines and investment restrictions for LBS.

16. The investment objectives of OGF are to provide holders of OGF Units with the benefits of high monthly cash distributions together with the opportunity for capital appreciation.

17. The investment objectives of AOG are to provide holders of AOG Units with the benefits of high monthly tax advantaged distributions and the opportunity for capital appreciation based on the performance of the portfolio of securities held by O&G Trust.

18. The investment objectives of VIP are to provide holders of VIP Units with the benefits of a high level of monthly income, together with the opportunity for capital appreciation.

19. The investment objectives of AVIP are to provide holders of AVIP Units with the benefits of monthly tax advantaged distributions and the opportunity for capital appreciation based on the performance of the portfolio of securities held by AVIP Trust.

20. The investment objectives of FFI are (i) to provide holders of FFI Units with a stable stream of monthly distributions; (ii) to mitigate the impact of significant interest rate increases on the value of the portfolio held by FFI; (iii) to preserve the net asset value per FFI Unit; and (iv) to enhance the total return per FFI Unit by actively managing FFI's portfolio.

21. The investment objective of GUR is to provide shareholders with the opportunity for capital appreciation by investing in an actively-managed diversified portfolio consisting of equity securities of uranium companies.

22. The investment objectives of LBS are to: (i) provide holders of LBS Preferred Shares with specific fixed cumulative preferential quarterly cash distributions, (ii) provide holders of LBS Class A Shares with regular monthly cash distributions in a targeted amount, (iii) return the original issue price to holders of LBS Preferred Shares on a specified maturity date, and (iv) provide holders of LBS Class A Shares with the opportunity for growth in the net asset value per LBS Class A Share.

23. OGF's portfolio consists of securities of oil and gas companies.

24. AOG has exposure to a portfolio held by O&G Trust, which consists of securities of oil and gas companies.

25. VIP's portfolio consists primarily of income producing securities.

26. AVIP has exposure to a portfolio held by AVIP Trust, which consists primarily of income producing securities.

27. FFI's portfolio consists primarily of corporate debt securities and hybrid preferred securities of North American issuers.

28. GUR's portfolio consists of equity securities of uranium companies.

29. LBS' portfolio consists of common shares of Bank of Montreal, Canadian Imperial Bank of Commerce, Great-West Lifeco Inc., Industrial Alliance Insurance and Financial Services Inc., Manulife Financial Corporation, National Bank of Canada, Royal Bank of Canada, Sun Life Financial Inc., The Bank of Nova Scotia and The Toronto-Dominion Bank. LBS from time to time also holds cash and cash equivalents.

30. OGF filed a final prospectus dated September 28, 2004, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of OGF Units. Pursuant to final short form prospectuses dated November 26, 2008 and November 4, 2009, respectively, OGF issued to holders of OGF Units warrants to subscribe for additional OGF Units. There are no warrants currently outstanding.

31. AOG filed a final prospectus dated February 24, 2005, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of AOG Units. Pursuant to final short form prospectuses dated November 26, 2008 and November 4, 2009, respectively, AOG issued to holders of AOG Units warrants to subscribe for additional AOG Units. There are no warrants currently outstanding.

32. VIP filed a final prospectus dated January 29, 2002, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of VIP Units. Pursuant to final short form prospectuses dated November 26, 2008 and November 4, 2009, respectively, VIP issued to holders of VIP Units warrants to subscribe for additional VIP Units. There are no warrants currently outstanding.

33. AVIP filed a final prospectus dated January 27, 2006, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of AVIP Units. Pursuant to final short form prospectuses dated November 26, 2008 and November 4, 2009, respectively, AVIP issued to holders of AVIP Units warrants to subscribe for additional AVIP Units. There are no warrants currently outstanding.

34. FFI filed a final prospectus dated November 25, 2004, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of FFI Units. Pursuant to final short form prospectuses dated January 29, 2009 and December 3, 2009, respectively, FFI issued to holders of FFI Units warrants to subscribe for additional FFI Units. There are no warrants currently outstanding.

35. GUR filed a final prospectus dated May 29, 2007, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of units of GUR. Each unit consisted of one Equity Share and one-half of a transferable warrant. Each whole warrant entitled the holder to purchase one Equity Share on or before June 30, 2010. Pursuant to a final short form prospectus dated June 9, 2009, GUR issued to holders of Equity Shares Class B warrants to subscribe for additional Equity Shares. Pursuant to a final short form prospectus dated December 9, 2009, GUR issued to holders of Equity Shares Class C warrants to subscribe for additional Equity Shares. There are no warrants currently outstanding.

36. LBS filed a final prospectus dated September 28, 2006, under the securities legislation of Ontario and each of the Passport Jurisdictions for the initial issuance of its LBS Preferred Shares and LBS Class A Shares. The issuance of LBS' Class J Shares occurred on September 7, 2006, in reliance on a prospectus and registration exemption. Pursuant to a final short form prospectus dated July 7, 2010, LBS issued to holders of LBS Class A Shares and LBS Class J Shares warrants to subscribe for LBS Units, each LBS Unit consisting of one LBS Class A Share and one LBS Preferred Share. There are no warrants currently outstanding.

37. None of the Funds, GUR nor LBS engages in the continuous distribution of its securities.

38. In connection with the OGF Warrant Offering, OGF has filed a preliminary short form prospectus dated December 8, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the OGF Warrant Offering, each holder of OGF Units, as at a specified record date, will be entitled to receive, for no consideration, one-half of one OGF Warrant for each OGF Unit held by such holder.

39. In connection with the AOG Warrant Offering, AOG has filed a preliminary short form prospectus dated December 8, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the AOG Warrant Offering, each holder of AOG Units, as at a specified record date, will be entitled to receive, for no consideration, one-half of one AOG Warrant for each AOG Unit held by such holder.

40. In connection with the VIP Warrant Offering, VIP has filed a preliminary short form prospectus dated December 8, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the VIP Warrant Offering, each holder of VIP Units, as at a specified record date, will be entitled to receive, for no consideration, one-fourth of one VIP Warrant for each VIP Unit held by such holder.

41. In connection with the AVIP Warrant Offering, AVIP has filed a preliminary short form prospectus dated December 8, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the AVIP Warrant Offering, each holder of AVIP Units, as at a specified record date, will be entitled to receive, for no consideration, one-third of one AVIP Warrant for each AVIP Unit held by such holder.

42. In connection with the FFI Warrant Offering, FFI has filed a preliminary short form prospectus dated December 8, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the FFI Warrant Offering, each holder of FFI Units, as at a specified record date, will be entitled to receive, for no consideration, one-third of one FFI Warrant for each FFI Unit held by such holder.

43. In connection with the GUR Warrant Offering, GUR has filed a preliminary short form prospectus dated December 8, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the GUR Warrant Offering, each holder of Equity Shares, as at a specified record date, will be entitled to receive, for no consideration, one GUR Warrant for each Equity Share held by such holder.

44. In connection with the LBS Warrant Offering, LBS has filed a preliminary short form prospectus dated December 15, 2010, under the securities legislation of Ontario and each of the Passport Jurisdictions. Under the LBS Warrant Offering, each holder of LBS Class A Shares and LBS Class J Shares, as at a specified record date, will be entitled to receive, for no consideration, one-half of one LBS Warrant for each LBS Class A Share and/or LBS Class J Share held by such holder.

45. Holders of OGF Warrants will be entitled, upon the exercise of such OGF Warrants, to subscribe for OGF Units, pursuant to subscription privileges provided for in the OGF Warrants, at a subscription price to be specified in the OGF Warrant Prospectus. Each OGF Warrant will entitle the holder to subscribe for one OGF Unit under a basic subscription privilege. Holders of OGF Warrants who exercise OGF Warrants under the basic subscription privilege may also subscribe, pro rata, for additional OGF Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of OGF Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

46. Holders of AOG Warrants will be entitled, upon the exercise of such AOG Warrants, to subscribe for AOG Units, pursuant to subscription privileges provided for in the AOG Warrants, at a subscription price to be specified in the AOG Warrant Prospectus. Each AOG Warrant will entitle the holder to subscribe for one AOG Unit under a basic subscription privilege. Holders of AOG Warrants who exercise AOG Warrants under the basic subscription privilege may also subscribe, pro rata, for additional AOG Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of AOG Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

47. Holders of VIP Warrants will be entitled, upon the exercise of such VIP Warrants, to subscribe for VIP Units, pursuant to subscription privileges provided for in the VIP Warrants, at a subscription price to be specified in the VIP Warrant Prospectus. Each VIP Warrant will entitle the holder to subscribe for one VIP Unit under a basic subscription privilege. Holders of VIP Warrants who exercise VIP Warrants under the basic subscription privilege may also subscribe, pro rata, for additional VIP Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of VIP Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

48. Holders of AVIP Warrants will be entitled, upon the exercise of such AVIP Warrants, to subscribe for AVIP Units, pursuant to subscription privileges provided for in the AVIP Warrants, at a subscription price to be specified in the AVIP Warrant Prospectus. Each AVIP Warrant will entitle the holder to subscribe for one AVIP Unit under a basic subscription privilege. Holders of AVIP Warrants who exercise AVIP Warrants under the basic subscription privilege may also subscribe, pro rata, for additional AVIP Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of AVIP Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

49. Holders of FFI Warrants will be entitled, upon the exercise of such FFI Warrants, to subscribe for FFI Units, pursuant to subscription privileges provided for in the FFI Warrants, at a subscription price to be specified in the FFI Warrant Prospectus. Each FFI Warrant will entitle the holder to subscribe for one FFI Unit under a basic subscription privilege. Holders of FFI Warrants who exercise FFI Warrants under the basic subscription privilege may also subscribe, pro rata, for additional FFI Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of FFI Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

50. Holders of GUR Warrants will be entitled, upon the exercise of such GUR Warrants, to subscribe for Equity Shares, pursuant to subscription privileges provided for in the GUR Warrants, at a subscription price to be specified in the GUR Warrant Prospectus. Each GUR Warrant will entitle the holder to subscribe for one Equity Share under a basic subscription privilege. Holders of GUR Warrants who exercise GUR Warrants under the basic subscription privilege may also subscribe, pro rata, for additional Equity Shares that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of GUR Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

51. Holders of LBS Warrants will be entitled, upon the exercise of such LBS Warrants, to subscribe for LBS Units, pursuant to subscription privileges provided for in the LBS Warrants, at a subscription price to be specified in the LBS Warrant Prospectus. Each LBS Warrant will entitle the holder to subscribe for one LBS Unit under a basic subscription privilege. Holders of LBS Warrants who exercise LBS Warrants under the basic subscription privilege may also subscribe, pro rata, for additional LBS Units that are not subscribed for by other holders under the basic subscription privilege, pursuant to the terms of an additional subscription privilege. The term for the exercise of LBS Warrants (including both the basic subscription privilege and the additional subscription privilege) will not exceed six months.

52. OGF has applied to list the OGF Warrants, to be distributed under the OGF Warrant Prospectus, on the TSX.

53. AOG has applied to list the AOG Warrants, to be distributed under the AOG Warrant Prospectus, on the TSX.

54. VIP has applied to list the VIP Warrants, to be distributed under the VIP Warrant Prospectus, on the TSX.

55. AVIP has applied to list the AVIP Warrants, to be distributed under the AVIP Warrant Prospectus, on the TSX.

56. FFI has applied to list the FFI Warrants, to be distributed under the FFI Warrant Prospectus, on the TSX.

57. GUR has applied to list the GUR Warrants, to be distributed under the GUR Warrant Prospectus, on the TSX.

58. LBS has applied to list the LBS Warrants, to be distributed under the LBS Warrant Prospectus, on the TSX.

59. The OGF Warrant Offering Activities will consist of:

(a) the distribution of the OGF Warrant Prospectus and the issuance of OGF Warrants to the holders of OGF Units (as at the record date specified in the OGF Warrant Prospectus), after the OGF Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of OGF Units to holders of OGF Warrants, upon the exercise of such OGF Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

60. The AOG Warrant Offering Activities will consist of:

(a) the distribution of the AOG Warrant Prospectus and the issuance of AOG Warrants to the holders of AOG Units (as at the record date specified in the AOG Warrant Prospectus), after the AOG Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of AOG Units to holders of AOG Warrants, upon the exercise of such AOG Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

61. The VIP Warrant Offering Activities will consist of:

(a) the distribution of the VIP Warrant Prospectus and the issuance of VIP Warrants to the holders of VIP Units (as at the record date specified in the VIP Warrant Prospectus), after the VIP Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of VIP Units to holders of VIP Warrants, upon the exercise of such VIP Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

62. The AVIP Warrant Offering Activities will consist of:

(a) the distribution of the AVIP Warrant Prospectus and the issuance of AVIP Warrants to the holders of AVIP Units (as at the record date specified in the AVIP Warrant Prospectus), after the AVIP Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of AVIP Units to holders of AVIP Warrants, upon the exercise of such AVIP Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

63. The FFI Warrant Offering Activities will consist of:

(a) the distribution of the FFI Warrant Prospectus and the issuance of FFI Warrants to the holders of FFI Units (as at the record date specified in the FFI Warrant Prospectus), after the FFI Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of FFI Units to holders of FFI Warrants, upon the exercise of such FFI Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

64. The GUR Warrant Offering Activities will consist of:

(a) the distribution of the GUR Warrant Prospectus and the issuance of GUR Warrants to the holders of Equity Shares (as at the record date specified in the GUR Warrant Prospectus), after the GUR Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of Equity Shares to holders of GUR Warrants, upon the exercise of such GUR Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

65. The LBS Warrant Offering Activities will consist of:

(a) the distribution of the LBS Warrant Prospectus and the issuance of LBS Warrants to the holders of LBS Class A Shares and LBS Class J Shares (as at the record date specified in the LBS Warrant Prospectus), after the LBS Warrant Prospectus has been filed, and receipts obtained, under the securities legislation of Ontario and each of the Passport Jurisdictions; and

(b) the distribution of LBS Units to holders of LBS Warrants, upon the exercise of such LBS Warrants by the holder, through a registered dealer that is registered in a category that permits the registered dealer to make such distribution.

66. Each of the Funds, GUR and LBS are in the business of trading by virtue of their portfolio investing and trading activities. As a result, their capital raising activities, including their respective Warrant Offering Activities, would require the Filers to register as a dealer in the absence of this decision (or another available exemption from the dealer registration requirement).

67. Section 8.5 of National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) provides that the exemptions from the dealer registration requirements set out in section 3.1 [Rights offering] and section 3.42 [Conversion, exchange, or exercise] of NI 45-106 no longer apply.

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:

A. OGF, and the Manager acting on behalf of OGF, are not subject to the dealer registration requirement in respect of the OGF Warrant Offering Activities;

B. AOG, and the Manager acting on behalf of AOG, are not subject to the dealer registration requirement in respect of the AOG Warrant Offering Activities;

C. VIP, and the Manager acting on behalf of VIP, are not subject to the dealer registration requirement in respect of the VIP Warrant Offering Activities;

D. AVIP, and the Manager acting on behalf of AVIP, are not subject to the dealer registration requirement in respect of the AVIP Warrant Offering Activities;

E. FFI, and the Manager acting on behalf of FFI, are not subject to the dealer registration requirement in respect of the FFI Warrant Offering Activities;

F. GUR, and the Manager acting on behalf of GUR, are not subject to the dealer registration requirement in respect of the GUR Warrant Offering Activities; and

G. LBS, and the Manager acting on behalf of LBS, are not subject to the dealer registration requirement in respect of the LBS Warrant Offering Activities.