122 (1) Every person or company that, (a) makes a statement in any material, evidence or information submitted to the Commission, a Director, any person acting under the authority of the Commission or the Chief Executive Officer of the Commission or any person appointed to make an investigation or examination under this Act that, in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading; (b) makes a statement in any application, release, report, preliminary prospectus, prospectus, return, financial statement, information circular, take-over bid circular, issuer bid circular or other document required to be filed or furnished under Ontario securities law that, in a material respect and at the time and in the light of the circumstances under which it is made, is misleading or untrue or does not state a fact that is required to be stated or that is necessary to make the statement not misleading; or (c) contravenes Ontario securities law, is guilty of an offence and on conviction is liable to a fine of not more than $5 million or to imprisonment for a term of not more than five years less a day, or to both.  1994, c. 11, s. 373; 2002, c. 22, s. 181 (1); 2021, c. 8, Sched. 9, s. 40 (33). Exemption (1.1) Clauses (1) (a) and (b) do not apply to a statement made or given to the Commission in a submission in respect of a proposed rule or policy.  1994, c. 33, s. 7. Defence (2) Without limiting the availability of other defences, no person or company is guilty of an offence under clause (1) (a) or (b) if the person or company did not know and in the exercise of reasonable diligence could not have known that the statement was misleading or untrue or that it omitted to state a fact that was required to be stated or that was necessary to make the statement not misleading in light of the circumstances in which it was made.  1994, c. 11, s. 373. Same, ss. 127.0.1 and 127.0.2 (2.1) Without limiting the availability of other defences, no person or company is guilty of an offence for failing to comply with subsection 127.0.1 (6) or 127.0.2 (6) if the person or company did not know, and in the exercise of reasonable diligence could not have known, that the act or course of conduct in which the person or company engaged caused the person or company to fail to comply with a sanction, condition, restriction, requirement, order or agreement mentioned in those subsections. 2023, c. 21, Sched. 10, s. 5. Directors and officers (3) Every director or officer of a company or of a person other than an individual who authorizes, permits or acquiesces in the commission of an offence under subsection (1) by the company or person, whether or not a charge has been laid or a finding of guilt has been made against the company or person in respect of the offence under subsection (1), is guilty of an offence and is liable on conviction to a fine of not more than $5 million or to imprisonment for a term of not more than five years less a day, or to both.  1994, c. 11, s. 373; 2002, c. 22, s. 181 (2). Fine for contravention of s. 76 (4) Despite subsection (1) and in addition to any imprisonment imposed under subsection (1), a person or company who is convicted of contravening subsection 76 (1), (2) or (3) is liable to a minimum fine equal to the profit made or the loss avoided by the person or company by reason of the contravention and a maximum fine equal to the greater of, (a) $5 million; and (b) the amount equal to triple the amount of the profit made or the loss avoided by the person or company by reason of the contravention.  2002, c. 18, Sched. H, s. 11; 2002, c. 22, s. 181 (3); 2002, c. 22, s. 188 (3). Same (5) If it is not possible to determine the profit made or loss avoided by the person or company by reason of the contravention, subsection (4) does not apply but subsection (1) continues to apply.  1994, c. 11, s. 373. Definitions: “loss avoided”, “profit made” (6) In subsections (4) and (5), “loss avoided” means, (a) in respect of a security, other than anything deemed to be a security under subsection 76 (6), the amount by which the amount received for the security sold in contravention of subsection 76 (1) exceeds the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change, and (b) in respect of anything deemed to be a security under subsection 76 (6), such amount as may be prescribed by or determined in accordance with a regulation made by the Lieutenant Governor in Council; (“perte évitée”) “profit made” means, (a) in respect of a security, other than anything deemed to be a security under subsection 76 (6), and except in respect of a short sale, the amount by which the average trading price of the security in the 20 trading days following general disclosure of the material fact or the material change exceeds the amount paid for the security purchased in contravention of subsection 76 (1), (b) in respect of a short sale, the amount by which the amount received for the security sold in contravention of subsection 76 (1) exceeds the average trading price of the security in the twenty trading days following general disclosure of the material fact or the material change, (b.1) in respect of anything deemed to be a security under subsection 76 (6), such amount as may be prescribed by or determined in accordance with a regulation made by the Lieutenant Governor in Council, or (c) the value of any consideration received for informing another person or company of a material fact or material change with respect to the reporting issuer in contravention of subsection 76 (2) or (3). (“profit réalisé”)  1994, c. 11, s. 373; 2010, c. 26, Sched. 18, s. 31 (2-4). Consent of Commission (7) No proceeding under this section shall be commenced except with the consent of the Commission.  1994, c. 11, s. 373. Trial by provincial judge (8) The Commission or an agent for the Commission may by notice to the clerk of the court having jurisdiction in respect of an offence under this Act require that a provincial judge preside over the proceeding.  1994, c. 11, s. 373. Section Amendments with date in force (d/m/y) 1994, c. 11, s. 373 - 11/07/1994; 1994, c. 33, s. 7 - 01/01/1995 2002, c. 18, Sched. H, s. 11 - 26/11/2002; 2002, c. 22, s. 181 (1-3) - 07/04/2003; 2002, c. 22, s. 188 (3) - 07/04/2003 2010, c. 26, Sched. 18, s. 31 (1) - no effect - see Table of Public Statute Provisions Repealed Under Section 10.1 of the Legislation Act, 2006 - 31/12/2020; 2010, c. 26, Sched. 18, s. 31 (2-4) - 08/12/2010 2021, c. 8, Sched. 9, s. 40 (33) - 29/04/2022 2023, c. 21, Sched. 10, s. 5 - 04/12/2023