Securities Law & Instruments


Headnote

Section 6.1 of NI 62-104 – Issuer bid – relief from the requirements applicable to issuer bids in Part 2 of NI 62-104 – issuer proposes to purchase, pursuant to a repurchase program and at a discounted purchase price, up to 1,000,000 of its common shares under its normal course issuer bid from a third party – the third party will abide by the requirements governing normal course issuer bids as though it was the issuer, subject to certain modifications, including that the third party will not make any purchases under the program pursuant to a pre-arranged trade – common shares delivered to the issuer for cancellation will be common shares from the third party's existing inventory – due to the discounted purchase price, the common shares cannot be acquired through the TSX trading system – but for the fact that the common shares cannot be acquired through the TSX trading system, the Issuer could otherwise acquire such shares in accordance with TSX rules and in reliance upon the issuer bid exemption available under section 4.8 of NI 62-104 – the third party will purchase common shares under the program on the same basis as if the Issuer had conducted the bid in reliance on the normal course issuer bid exemptions set out in securities legislation – no adverse economic impact on, or prejudice to the Issuer or its security holders – acquisition of securities exempt from the requirements applicable to issuer bids in Part 2 of NI 62-104, subject to conditions, including that the agreement governing the program will prohibit the third party from selling common shares from its existing inventory to the issuer under the program unless it has purchased, or had purchased on its behalf, an equivalent number of common shares on the market, which number of common shares must be equal to the number of common shares sold to the issuer.

Statutes Cited

National Instrument 62-104 Take-Over Bids and Issuer Bids, Part 2 and s. 6.1.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF
CANADIAN NATIONAL RAILWAY COMPANY

ORDER
(Section 6.1 of National Instrument 62-104)

                UPON the application (the “Application”) of Canadian National Railway Company (the “Issuer”) to the Ontario Securities Commission (the “Commission”) for an order pursuant to section 6.1 of National Instrument 62-104 Take-Over Bids and Issuer Bids (“NI 62-104”) exempting the Issuer from the requirements applicable to issuer bids in Part 2 of NI 62-104 (the “Issuer Bid Requirements”) in respect of the proposed purchases by the Issuer of up to 1,000,000 (the “Program Maximum”) of its common shares (the “Common Shares”) from BMO Nesbitt Burns Inc. (“BMO Nesbitt”) pursuant to a repurchase program (the “Program”);

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

                AND UPON the Issuer (and the BMO Entities (as defined below) in respect of paragraphs 5, 6, 7, 8, 23, 24, 27 to 35, inclusive, 42 and 43 as they relate to the BMO Entities) having represented to the Commission that:

1.             The Issuer is a corporation governed by the Canada Business Corporations Act.

2.             The registered and head office of the Issuer is located at 935 de La Gauchetière Street West, Montréal, Quebec, H3B 2M9.

3.             The Issuer is a reporting issuer in each of the provinces and territories of Canada (the “Jurisdictions”) and the Common Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) under the symbols “CNR” and “CNI”, respectively. The Issuer is not in default of any requirement of the securities legislation of the Jurisdictions.

4.             The authorized common share capital of the Issuer consists of an unlimited number of Common Shares, of which 775,350,780 were issued and outstanding as of June 22, 2016.

5.             BMO Nesbitt is registered as an investment dealer under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Qué-bec, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Yukon, the Northwest Territories and Nunavut. It is also registered as a futures commission merchant under the Commodity Futures Act (Ontario) and as dealer (futures commission merchant) under The Commodity Futures Act (Manitoba). BMO Nesbitt is a member of the Investment Industry Regulatory Organization of Canada (“IIROC”) and the Canadian Investor Protection Fund, a participating organization or member of the TSX, TSX Venture Exchange and Canadian Securities Exchange, and an approved participant of the Bourse de Montréal. The head office of BMO Nesbitt is located in Toronto, Ontario.

6.             BMO Nesbitt does not directly or indirectly own more than 5% of the issued and outstanding Common Shares.

7.             BMO Nesbitt is the beneficial owner of at least 1,000,000 Common Shares, none of which were acquired by, or on behalf of, BMO Nesbitt in anticipation or contemplation of resale to the Issuer (such Common Shares over which BMO Nesbitt has beneficial ownership, the “Inventory Shares”). All of the Inventory Shares are held by BMO Nesbitt in the Province of Ontario. No Common Shares were purchased by, or on behalf of, BMO Nesbitt on or after May 27, 2016, being the date that was 30 days prior to the date of the Application, in anticipation or contemplation of a sale of Common Shares by BMO Nesbitt to the Issuer.

8.             BMO Nesbitt is at arm's length to the Issuer and is not an “insider” of the Issuer or “associate” of an “insider” of the Issuer, or an “associate” or “affiliate” of the Issuer, as such terms are defined in the Securities Act (Ontario) (the “Act”). BMO Nesbitt is an “accredited investor” within the meaning of National Instrument 45-106 Prospec-tus Exemptions.

9.             Pursuant to a Notice of Intention to Make a Normal Course Issuer Bid (the “Original Notice”) which was accepted by the TSX effective October 30, 2015, the Issuer was permitted to make a normal course issuer bid (the “Normal Course Issuer Bid”) to purchase up to 33,000,000 Common Shares, representing approximately 4.9% of the Issuer's public float of Common Shares as of the date specified in the Original Notice. The Original Notice described the terms of the Initial Scotia Program (as defined below). On November 27, 2015, the TSX accepted an amend-ment to the Original Notice (the “Amendment” and together with the Original Notice, the “Notice”) to reflect an increase to the maximum number of Common Shares that may be purchased under the Initial Scotia Program and to specifically contemplate purchases by the Issuer pursuant to one or more additional share purchase program agreements conducted pur-suant to issuer bid exemption orders issued by securities regulatory authorities. The Notice also specifies that purchases under the Normal Course Issuer Bid will be conducted through the facilities of the TSX and the NYSE or alternative trading systems, if eligible, or by such other means as may be permitted by the TSX or a securities regulatory authority in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the “TSX Rules”), including under auto-matic trading plans and by private agreements or share repurchase programs under issuer bid exemption orders issued by securities regulatory authorities.

10.          The Normal Course Issuer Bid is being conducted in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(2) of NI 62-104 (the “Designated Exchange Exemp-tion”).

11.          The Normal Course Issuer Bid is also being conducted in the normal course on the NYSE and other permitted published markets (collectively with the NYSE, the “Other Published Markets”) in reliance upon the exemption from the Issuer Bid Requirements set out in subsection 4.8(3) of NI 62-104 (the “Other Published Markets Exemption”, and together with the Designated Exchange Exemption, the “Exemptions”).

12.          Pursuant to the TSX Rules, the Issuer has appointed Scotia Capital Inc. as its designated broker in Canada, and Merrill Lynch, Pierce, Fenner & Smith as its designated broker in the United States, in each case, in respect of the Normal Course Issuer Bid (the “Responsible Brokers”).

13.          The Issuer may, from time to time, appoint a non-independent purchasing agent (a “Plan Trustee”) to fulfill requirements for the delivery of Common Shares under the Issuer's security-based compen-sation plans (the “Plan Trustee Purchases”). A Plan Trustee has not been appointed by the Issuer and no Plan Trustee Purchases will be required during the Program Term (as defined below).

14.          Effective October 30, 2015, the Issuer implemented an automatic repurchase plan (the “ARP”) to permit the Issuer to make purchases under the Normal Course Issuer Bid at such times when the Issuer would not be permitted to trade in its securities, including regularly scheduled quarterly blackout periods and other internal blackout periods (each such time, a “Blackout Period”). The ARP was approved by the TSX and is in compliance with the TSX Rules and applicable securities law.  The ARP is not currently in effect and will not be in effect during the Program Term.

15.          The maximum number of Common Shares that the Issuer is permitted to repurchase under the Normal Course Issuer Bid, being 33,000,000 Common Shares, will be reduced by the number of Plan Trustee Purchases and purchases under the ARP.

16.          To the best of the Issuer's knowledge, the “public float” (calculated in accordance with the TSX Rules) for the Common Shares as at June 22, 2016 consisted of 656,181,548 Common Shares. The Common Shares are “highly liquid securities”, as that term is defined in section 1.1 of OSC Rule 48-501 Trading during Distributions, Formal Bids and Share Exchange Transactions (“OSC Rule 48-501”) and section 1.1 of the Universal Market Integrity Rules (“UMIR”).

17.          The Commission granted the Issuer an order on October 27, 2015 (the “October Order”) pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,000,000 Common Shares from The Bank of Nova Scotia (“Scotia”) pursuant to a share repurchase program (the “Initial Scotia Program”). On November 27, 2015, the Commission granted the Issuer an order pursuant to section 144 of the Act varying the October Order so as to increase the maximum number of Common Shares that may be purchased under the Initial Scotia Program from 4,000,000 to 5,175,000 Common Shares (such varied Initial Scotia Program, the “Scotia Program”). The Issuer purchased 5,175,000 Common Shares under the Scotia Program, which was completed on December 22, 2015.

18.          The Commission granted an order on December 18, 2015 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 4,356,000 Common Shares from Royal Bank of Canada (“RBC”) pursuant to a share repurchase program (the “First RBC Program”). The Issuer purchased 4,356,000 Common Shares under the First RBC Program, which was completed on February 11, 2016.

19.          The Autorité des Marchés Financiers granted an order on February 4, 2016 pursuant to section 263 of the Securities Act (Québec) from the Issuer Bid Requirements in connection with the proposed purchases by the Issuer of up to 1,500,000 Common Shares from National Bank of Canada (the “NBC Program”). The Issuer purchased 1,500,000 Common Shares under the NBC Program, which was completed on March 2, 2016.

20.          The Commission granted an order on February 16, 2016 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 1,726,000 Common Shares from RBC pursuant to a share repurchase program (the “Second RBC Program”). The Issuer purchased 1,726,000 Common Shares under the Second RBC Program, which was completed on March 24, 2016.

21.          The Commission granted an order on March 15, 2016 pursuant to clause 104(2)(c) of the Act exempting the Issuer from the requirements applicable to issuer bids then in effect in connection with the proposed purchases by the Issuer of up to 11,220,000 Common Shares from Canadian Imperial Bank of Commerce (“CIBC”) pursuant to a share repurchase program (the “CIBC Program”). As at June 22, 2016, the Issuer has purchased 6,928,690 Common Shares under the CIBC Program. The CIBC Program will terminate on the earlier of September 9, 2016 and the date on which the Issuer will have purchased 11,220,000 Common Shares from CIBC under the CIBC Program. The Issuer expects the CIBC Program to be completed on or about August 11, 2016.

22.          Concurrently with this Application, the Issuer has filed two other applications with the Commission for exemptive relief from the Issuer Bid Requirements in connection with the proposed purchases by the Issuer of:

(i)            up to 849,000 Common Shares from Bank of Montreal (“BMO”, and together with BMO Nesbitt, the “BMO Entities”) pursuant to a share repurchase program (the “BMO Program”). The BMO Program will begin on the Trading Day (as defined below) following the completion or termination of the Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 849,000 Common Shares from BMO under the BMO Program; and

(ii)           up to 5,600,000 Common Shares from The Toronto-Dominion Bank (“TD”) pursuant to a share repurchase program (the “TD Program”). The TD Program will begin on the Trading Day following the completion or termination of the BMO Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased 5,600,000 Common Shares from TD under the TD Program.

23.          The Issuer proposes to participate in the Program during, and as a part of, the Normal Course Issuer Bid.  The Program will be governed by, and conducted in accordance with, the terms and conditions of a Repurchase Program Agreement (the “Program Agreement”) that will be entered into among the Issuer and each of the BMO Entities prior to the commencement of the Program and a copy of which will be delivered by the Issuer to the Commission promptly thereafter.

24.          The Program will begin on the Trading Day following the completion or termination of the CIBC Program, and will terminate on the earlier of October 29, 2016 and the date on which the Issuer will have purchased the Program Maximum from BMO Nesbitt (the “Program Term”). Neither the Issuer nor any of the BMO Entities may unilaterally terminate the Program Agreement during the Program Term, except in the case of an event of default by a party thereunder.

25.          At least two clear trading days prior to the commencement of the Program, the Issuer will issue a press release that has been pre-cleared by the TSX that describes the material features of the Program and discloses the Issuer’s intention to participate in the Program during the Normal Course Issuer Bid (the “Press Release”).

26.          The Program Maximum is less than the number of Common Shares remaining that the Issuer is entitled to acquire under the Normal Course Issuer Bid, calculated as at the date of the Program Agreement.

27.          Pursuant to the terms of the Program Agreement, BMO Nesbitt has been retained by BMO to acquire Common Shares through the facilities of the TSX and on Other Published Markets in Canada (each, a “Canadian Other Published Market” and collectively with the TSX, the “Canadian Markets”) under the Program. No Common Shares will be acquired under the Program on any Other Published Markets other than Canadian Other Published Markets.

28.          No Blackout Periods are scheduled or expected to occur during the Program Term. In the event that a Blackout Period should arise during the Program Term, purchasing under the Program would immediately cease and would not be recom-menced until following the expiration of the Blackout Period.

29.          The Program Agreement provides that BMO Nesbitt will purchase Common Shares on the applicable Trading Day (as defined below) in accordance with instructions received by BMO from the Issuer prior to the opening of trading on such day, which instructions will be the same instructions that the Issuer would give to Scotia Capital Inc., as its designated Canadian broker in respect of the Normal Course Issuer Bid, if it was conducting the Normal Course Issuer Bid in reliance on the Exemptions.

30.          The Program Agreement will provide that all Common Shares acquired for the purposes of the Program by BMO Nesbitt on a day during the Program Term on which Canadian Markets are open for trading (each, a “Trading Day”) must be acquired on Canadian Markets in accordance with the TSX Rules and any by-laws, rules, regulations or policies of any Canadian Markets upon which purchases are carried out (collectively, the “NCIB Rules”) that would be applicable to the Issuer in connection with the Normal Course Issuer Bid, provided that:

(i)            the aggregate number of Common Shares to be acquired on Canadian Markets by BMO Nesbitt on each Trading Day shall not exceed the maximum daily limit that is imposed upon the Normal Course Issuer Bid pursuant to the TSX Rules, determined with reference to an average daily trading volume that is based on the trading volume of the Common Shares on all Canadian Markets rather than being limited to the trading volume on the TSX only (the “Modified Maximum Daily Limit”), it being understood that the aggregate number of Common Shares to be acquired on the TSX by BMO Nesbitt on each Trading Day will not exceed the maximum daily limit that is imposed on the Normal Course Issuer Bid pursuant to the TSX Rules;

(ii)           the aggregate number of Common Shares acquired by BMO Nesbitt in connection with the Program shall not exceed the Program Maximum;

(iii)          the aggregate number of Common Shares acquired by BMO Nesbitt in connection with the Program on Canadian Other Published Markets shall not exceed that number of Common Shares remaining eligible for purchase pursuant to the Other Published Markets Exemption, calculated as at the date of the Program Agreement;

(iv)          in respect of each Trading Day, upon the occurrence of a cessation of trading on the TSX or other event that would impair BMO Nesbitt's ability to acquire Common Shares on Canadian Markets on such Trading Day (a “Market Disruption Event”), BMO Nesbitt will cease acquiring Common Shares on such Trading Day and the number of Common Shares acquired by BMO Nesbitt to such time on such Trading Day will be the “Acquired Shares” in respect of that Trading Day for the purposes of the Program; and

(v)           notwithstanding the block purchase exception provided for in the TSX Rules, no purchases will be made by BMO Nesbitt on any Canadian Markets pursuant to a pre-arranged trade.

31.          Pursuant to the Program Agreement, on every Trading Day, BMO Nesbitt will purchase the Number of Common Shares. The “Number of Common Shares” will be no greater than the least of: (a) the quotient of an agreed upon daily Canadian dollar amount divided by the Discounted Price; (b) the Program Maximum less the aggregate number of Common Shares previously purchased by BMO Nesbitt under the Program; (c) on a Trading Day on which a Market Disruption Event occurred, the Acquired Shares; and (d) the Modified Maximum Daily Limit.  The “Discounted Price” per Common Share will be equal to (i) the volume weighted average price of the Common Shares on the Trading Day on which purchases were made less an agreed upon discount, or (ii) upon the occurrence of a Market Disruption Event, the volume weighted average price of the Common Shares at the time of the Market Disruption Event less an agreed upon discount.

32.          Under the Program Agreement, BMO Nesbitt will deliver to the Issuer that number of Inventory Shares equal to the number of Common Shares purchased by BMO Nesbitt on a Trading Day under the Program on the second Trading Day thereafter, and the Issuer will pay BMO Nesbitt a purchase price equal to the Discounted Price for each such Inventory Share.  Each Inventory Share purchased by the Issuer under the Program will be cancelled upon delivery to the Issuer.

33.          The Program Agreement will prohibit BMO Nesbitt from selling any Inventory Shares to the Issuer under the Program unless BMO Nesbitt has purchased the equivalent number of Common Shares on the Canadian Markets. The number of Common Shares that are purchased by BMO Nesbitt on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for such Trading Day.

34.          The Program Agreement will (a) prohibit the Issuer from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (b) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer, (c) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (d) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the BMO Entities.

35.          The Program Agreement will provide that all purchases of Common Shares under the Program will be made by BMO Nesbitt and that neither of the BMO Entities will engage in any hedging activity in connection with the conduct of the Program.

36.          The Issuer will report its purchases of Common Shares under the Program to the TSX in accordance with the TSX Rules.  In addition, immediately following the completion of the Program, the Issuer will: (a) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (b) file a notice on the System for Electronic Document Analysis and Retrieval (SEDAR) disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.

37.          The Issuer is of the view that (a) it will be able to purchase Common Shares from BMO Nesbitt at a lower price than the price at which it would be able to purchase an equivalent quantity of Common Shares under the Normal Course Issuer Bid in reliance on the Exemptions, and (b) the purchase of Common Shares pursuant to the Program is in the best interests of the Issuer and constitutes a desirable use of the Issuer's funds.

38.          But for the fact that the Discount Price will be at a discount to the prevailing market price and below the prevailing bid-ask price for the Common Shares on the TSX at the time that the Issuer purchases Common Shares from BMO Nesbitt, the Issuer could otherwise acquire such Common Shares through the facilities of the TSX as a “block purchase” in accordance with the block purchase exception in paragraph 629(1)7 of the TSX Rules and the Designated Exchange Exemption.

39.          The entering into of the Program Agreement, the purchase of Common Shares by BMO Nesbitt in connection with the Program, and the sale of Inventory Shares by BMO Nesbitt to the Issuer will not adversely affect the Issuer or the rights of any of the Issuer's security holders and it will not materially affect control of the Issuer.

40.          The sale of Inventory Shares to the Issuer by BMO Nesbitt will not be a “distribution” (as defined in the Act).

41.          The Issuer will be able to acquire the Inventory Shares from BMO Nesbitt without the Issuer being subject to the dealer registration requirements of the Act.

42.          At the time that the Issuer and the BMO Entities enter into the Program Agreement, neither the Issuer, nor any member of the Trading Products Group of BMO Nesbitt, nor any personnel of either of the BMO Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any “material change” or “material fact” (each as defined in the Act) with respect to the Issuer or the Common Shares that has not been generally disclosed (the “Undisclosed Information”).

43.          Each of the BMO Entities has policies and procedures that are designed to ensure conduct of the Program in accordance with, among other things, the Program Agreement and to preclude those persons responsible for administering the Program from acquiring any Undisclosed Information during the conduct of the Program.

                AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

                IT IS ORDERED pursuant to section 6.1 of NI 62-104 that the Issuer be exempt from the Issuer Bid Requirements in respect of the purchase of Inventory Shares from BMO Nesbitt pursuant to the Program, provided that:

(a)           at least two clear trading days prior to the commencement of the Program, the Issuer will issue the Press Release;

(b)           the Program Agreement will require that purchases of Common Shares under the Program will be made only on Canadian Markets, and only by BMO Nesbitt;

(c)           the Program Agreement will require that BMO Nesbitt abide by the NCIB Rules applicable to the Normal Course Issuer Bid, subject to clauses 30 (i) and (v) hereof;

(d)           the Program Agreement will require that the BMO Entities maintain records of all purchases of Common Shares that are made by BMO Nesbitt pursuant to the Program, which will be available to the Commission and IIROC upon request;

(e)           the Program Agreement will prohibit BMO Nesbitt from selling Inventory Shares to the Issuer under the Program unless BMO Nesbitt has purchased an equivalent number of Common Shares on the Canadian Markets, and the Program Agreement will provide that the number of Common Shares that are purchased by BMO Nesbitt on the Canadian Markets on a Trading Day will be equal to the Number of Common Shares for that Trading Day;

(f)            the Common Shares acquired by BMO Nesbitt under the Program will be taken into account by the Issuer when calcu-lating the maximum annual aggregate limits that are imposed upon the Normal Course Issuer Bid in accordance with the TSX Rules and those Common Shares that were purchased by BMO Nesbitt on Canadian Other Published Markets will be taken into account by the Issuer when calculating the maximum aggregate limits that are imposed upon the Issuer in accordance with the Other Published Markets Exemption;

(g)           the Program Agreement will (i) prohibit the Issuer from purchasing any Common Shares (other than Inventory Shares purchased under the Program), (ii) require the Issuer to prohibit the Responsible Brokers from acquiring any Common Shares on behalf of the Issuer, (iii) require the Issuer to prohibit the Plan Trustee from undertaking any Plan Trustee Purchases, and (iv) require the Issuer to prohibit the designated broker under the ARP from acquiring any Common Shares on behalf of the Issuer, in each case, during the conduct of the Program by the BMO Entities;

(h)           each purchase made by BMO Nesbitt through the facilities of the Canadian Markets pursuant to the Program shall be marked with such designation as would be required by the applicable marketplace and UMIR for trades made by an agent of the Issuer;

(i)            at the time that the Program Agreement is entered into by the Issuer and the BMO Entities, the Common Shares must be “highly liquid securities”, as that term is defined in section 1.1 of OSC Rule 48-501 and section 1.1 of UMIR;

(j)            at the time that the Issuer and the BMO Entities enter into the Program Agreement, neither the Issuer, nor any member of the Trading Products Group of BMO Nesbitt, nor any personnel of either of the BMO Entities that negotiated the Program Agreement or made, participated in the making of, or provided advice in connection with, the decision to enter into the Program Agreement and sell the Common Shares, will be aware of any Undisclosed Information; and

(k)           in addition to reporting its purchases of Common Shares under the Program to the TSX in accordance with the TSX Rules, immediately following the comple-tion of the Program, the Issuer will: (i) report the total number of Common Shares acquired under the Program to the TSX and the Commission; and (ii) file a notice on SEDAR disclosing the number of Common Shares acquired under the Program and the aggregate dollar amount paid for such Common Shares.

                DATED at Toronto, Ontario, this 22nd day of July, 2016.

“Naizam Kanji”
Director, Office of Mergers & Acquisitions
Ontario Securities Commission