An Ontario court has upheld an earlier decision certifying a proposed securities class action against TSX-listed renewable energy company Anaergia Inc. on behalf of investors, alleging that the company made misrepresentations in regulatory filings and shareholder communications.
In the case, plaintiffs are claiming that several groups of shareholders — including investors in the company’s initial public offering (IPO) in 2021, investors that bought shares in a secondary offering in 2022 and investors that bought shares on the open market — suffered combined losses of $400 million based on the company’s alleged misrepresentations.
The allegations have not been proven.
In November 2025, the Ontario Superior Court of Justice certified the lawsuit as a class action for the primary market shareholders (investors in the IPO and secondary offering) and granted the plaintiffs leave to pursue secondary market claims for the same alleged misstatements as the primary investors, plus alleged misstatements in its continuous disclosure.
After that initial ruling, the court received submissions on several issues, including whether one of the primary investor claims — involving alleged misstatements about the company’s financial outlook — was properly certified, given that the judge indicated that the plaintiff had no reasonable prospect of succeeding on that claim for secondary market investors.
In its original decision, the court found that a claim by secondary markets investors over alleged misstatements in the company’s earnings guidance — which was originally issued in 2021, and subsequently revised — was doomed to fail because the company’s assumptions underlying that guidance were reasonable at the time they were made.
Subsequently, the defendants sought to have that claim decertified for primary market investors — arguing that “a class proceeding is not the preferable procedure for resolving the financial outlook misrepresentation claim” for investors that bought shares in the company’s offerings.
The plaintiffs maintained that the court should not decertify that claim — and the court agreed, given that plaintiffs don’t need to seek leave for a primary market misrepresentation claim.
“If I now decide that his primary market claim is uncertifiable only because leave wasn’t granted for his secondary market claim, I would be applying a leave test where there is none in the Securities Act,” the court said.
This result would encourage plaintiffs with potential claims on behalf of both primary and secondary market investors to file separate actions, “which would cause unnecessary delay and costs,” the court said.
Ultimately, the court concluded that “it would be unfair to the primary market subclass to walk back the certification of their claim. … The fairer way to proceed is for the defendants to move to decertify that claim or for summary judgment.”
Additionally, the court declared that while the plaintiffs didn’t get everything they wanted in the certification decision, they were the successful party overall, and are entitled to their costs. It ordered costs of $950,000 against the defendants.