Talk is Cheap

[JustJack]

I received this email this email for Cease Trade Orders (CTO) in Canada.
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Thank you for clarifying the full names of the companies, not the stock symbol.

From the telephone number you provided, I understand you are an Ontario resident. As long as you were an Ontario resident at the time of purchasing the shares in both Paychest Inc. and James Monroe Capital Corp., and not a BC resident, then the BC Cease Trade Orders have no effect in Ontario, as the BCSC did not adopt the Reciprocal Rule until March 2020 (this is information for your dealer), years after our CTOs were issued.

Here are instructions you can pass onto your dealer to sell your shares in a market outside Canada:

We believe the “flag” seen is the one issued by IIROC under the Universal Market Integrity Rules (UMIR) -
UMIR 9.1(1).

The process for these matters is as follows:

The dealer/compliance acting for the shareholder should confirm the shareholder is not now, or was ever, an insider/officer/director of the company.

The dealer/compliance should then email [e-mail] with this information, and request an exemption of UMIR 9.1(1).

IIROC would then be in a position to grant this exemption to the dealer/compliance, who can then execute the proposed transaction outside of Canada on a foreign organized regulated market.

The dealer/compliance does not need to contact BCSC unless IIROC requires a no-objection letter from us, although this email with the information above should negate that need.

We hope this information helps. If we can be of further assistance, please contact us again.

Thank you

Karen

Karen Hefferland
Inquiries Officer
British Columbia Securities Commission
PO Box 10142, Pacific Centre
1200 - 701 West Georgia Street
Vancouver, BC V7Y 1L2

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