( iii) The proof required is not that the material fact would have
changed the decision, but that there was a substantial likelihood it
would have assumed actual significance in a reasonable investor’s
( iv) Materiality involves the application of a legal standard to particular
facts. It is a fact-specific inquiry, to be determined on a case-by-case
basis in light of all of the relevant considerations and from the sur-
rounding circumstances forming the total mix of information made
available to investors; and
( v) The materiality of a fact, statement or omission must be proven
through evidence by the party alleging materiality, except in those
cases where common sense inferences are sufficient. A court must
first look at the disclosed information and the omitted information.
A court may also consider contextual evidence which helps to explain,
interpret, or place the omitted information in a broader factual set-
ting, provided it is viewed in the context of the disclosed information.
As well, evidence of concurrent or subsequent conduct or events that
would shed light on potential or actual behaviour of persons in the
same or similar situations is relevant to the materiality assessment.
However, the predominant focus must be on a contextual considera-
tion of what information was disclosed, and what facts or information
were omitted from the disclosure documents provided by the issuer.
 The definition of material fact is broader than that of
material change because it encompasses any fact that reasonably
would be expected to have a significant effect on the market price
or value of the securities of an issuer and not only changes in the
business, operations, assets or ownership of the issuer that would
be expected to have such an effect.22 The distinction between
material change and material fact was a deliberate and policy-based legislative decision to relieve reporting issuers of the obligation to continually interpret external political, economic and
social developments as they affect the affairs of the issuer, unless
the external change will result in a change in the business, operations or capital of the issuer, in which case, timely disclosure of
the change must be made.23
 However, the requirement to make timely disclosure of
a material change is not an obligation to provide running commentary on the company’s progress or to comment on internal or
external events that may impact on the company’s performance.24
22 Pezim v. British Columbia (Superintendent of Brokers), supra, at paras. 79-
82; Kerr v. Danier Leather Inc., supra, at para. 35.
23 Kerr v. Danier Leather Inc., supra, at para. 38.
24 Green v. CIBC,  O.J. No. 3072, 2012 ONSC 3637 (S.C.J.), at para. 28,
vard (2014), 118 O.R. (3d) 641,  O.J. No. 419, 2014 ONCA 90, vard
 3 S.C.R. 801,  S.C.J. No. 60, 2015 SCC 60; Mask v. Silvercorp
Metals Inc., supra, at para. 56.