a material fact that is required to be stated or that is necessary to
make a statement not misleading in the light of the circumstances
in which it was made”.
 A “material fact” is defined in s. 1(1) as “. . . a fact that
would reasonably be expected to have a significant effect on the
market price or value of the securities”.
 Under s. 1(1), “material change” is defined as “. . . a change
in the business, operations or capital of the issuer that would
reasonably be expected to have a significant effect on the market
price or value of any of the securities of the issuer”.
 The term “failure to make timely disclosure” is defined in
s. 138.1 as a “failure to disclose a material change in the manner
and at the time required under this Act or the regulations”.
 A “core document” is defined under s. 138.1 to include
“management’s discussion and analysis” and “an interim financial
report of the responsible issuer”.
 “Non-core” documents, i.e., a document which is not a core
document, and public oral statements, are subject to an additional
burden of proof under s. 138.4(1). That section provides that
a person or company (except an expert under s. 138.4(2)) is not
liable for a misrepresentation (including an omission of a material
fact) under s. 138.3 with respect to a non-core document or public
oral statement unless the plaintiff proves that the person or
( i) knew, at the time that the document was released or public
oral statement was made, that the document or public oral
statement contained the misrepresentation;
( ii) at or before the time that the document was released or public
oral statement was made, deliberately avoided acquiring
knowledge that the document or public oral statement
contained the misrepresentation; or
( iii) was, through action or failure to act, guilty of gross miscon-
duct in connection with the release of the document or the
making of the public oral statement that contained the mis-
Issue 2: The purpose of securities regulation under the Act
and the consequent remedial nature of the legislation
 The Supreme Court has affirmed that the primary purpose
of securities regulation under the Act is to provide investor
protection, access to justice and a level playing field. Consequently,
securities legislation should be interpreted broadly and purposively.