Fortress Global Enterprises Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Revocation of exemptive relief from insider reporting requirements with respect to the sale of common shares of an issuer by certain insiders of the issuer under an automatic securities disposition plan -- Automatic securities disposition plans (ASDPs).

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 107(2) and 144.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 3.3.

May 12, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF FORTRESS GLOBAL ENTERPRISES INC. (formerly Fortress Paper Ltd.) (the Issuer)

DECISION

Interpretation

¶ 1 Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Background

¶ 2

1. on February 1, 2011, the securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) granted exemptive relief, subject to certain conditions, from insider reporting requirements contained in the securities legislation of the Jurisdictions (the Legislation) with respect to the sale of common shares of the Issuer by certain insiders of the Issuer under an automatic securities disposition plan (the Relief);

2. on December 10, 2020, Canadian Securities Administrators (CSA) members published CSA Staff Notice 55-317 Automatic Securities Disposition Plans (Guidance) that provides guidance on the use of Automatic Securities Disposition Plans (ASDPs); the processes outlined in the Guidance were intended to be consistent with good corporate governance and transparency in connection with the establishment and use of ASDPs and the reporting of trades under the plans; the news release announcing the publication of the Guidance states that, in the interest of promoting transparency of trading by insiders, staff of the CSA are unlikely to recommend insider reporting relief for trades under ASDPs;

3. the Jurisdictions have determined that the Relief is inconsistent with the principles articulated in CSA SN 55-317; and

4. the Decision Makers are satisfied, having considered the potential impact of ASDPs on public confidence in the fairness of our capital markets, that it is appropriate to revoke the Relief.

Decision

¶ 3 Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for the decision; and

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

Each of the Decision Makers, considering that to do so would not be prejudicial to the public interest, is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Relief is revoked.