IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29, as amended (the “Act”), in particular sections 19, 21, 35, 38, and 39;

AND IN THE MATTER OF 2748204 Ontario Inc. operating as Flex Home Loans and Michael Yosher.

MINUTES OF SETTLEMENT AND UNDERTAKING

PART I – INTRODUCTION

1. Michael Yosher (“Yosher”) was licensed as a mortgage agent (licence # M09002894) under the Act between December 22, 2009, and March 31, 2024.
2. 2748204 Ontario Inc. operating as Flex Home Loans (“Flex Home Loans”) is licensed as a mortgage administrator (licence # 13354) under the Act, beginning on March 10, 2021. Yosher is the owner and sole director of Flex Home Loans.
3. On May 30, 2025, the Director, Litigation and Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (the “CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of Flex Home Loans and Yosher (the “NOP”).
4. Flex Home Loans and Yosher disputed the allegations and, on June 13, 2025, requested a hearing before the Financial Services Tribunal (the “Tribunal”) in respect of the NOP.
5. Flex Home Loans, Yosher, and the Director, by delegated authority from the CEO, (collectively the “Parties”) wish to resolve this matter on consent and without a hearing before the Tribunal.

PART II – AGREED FACTS

Mortgage Lending Contrary to the Act

7. In 2020 and 2021, acting through Yosher, Flex Home Loans extended approximately 244 mortgage loans to members of the public (the “244 Mortgages”) and registered these mortgages without being licensed under the Act or exempted from the requirement to be licensed.
8. The total value of the 244 Mortgages was $7,633,709.60, with individual mortgage amounts ranging from $30,999 to $45,000. Yosher registered the 244 Mortgages on the Land Registry system on behalf of Flex Home Loans.
9. Flex Home Loans assigned most of the 244 Mortgages to investors. Flex Home Loans subsequently administered the assigned mortgages and received remuneration for doing so.
10. No licensed brokerage was involved in the arrangement of the 244 Mortgages. The borrowers were not provided written disclosure of material risks and conflicts of interest and no mortgage suitability assessment was done by person or entity licensed under the Act.
11. As of January 23, 2026, Flex Home Loans is currently administering 38 mortgages in the total value of $1,183,580 for 17 investors.

False Declarations in Renewal Applications

12. In his 2022 and 2023 mortgage agent licence renewal applications (the “Renewal Applications”), Yosher declared that he was not currently a defendant in any civil proceedings.
13. In actuality, Yosher was named as a defendant in several active civil proceedings when he submitted the Renewal Applications, some of which were connected to mortgage transactions.
14. Yosher swore in the Renewal Applications that he had truthfully answered the questions in the Renewal Applications.
15. In the 2022 and 2023 Annual Information Returns filed for Flex Home Loans, Yosher acting for Flex Home Loans declared that Flex Home Loans was named as a defendant in several active civil proceedings.
16. The civil proceedings were related to the conduct of Flex Homes Loans and Yosher acting in his capacity as director of Flex Home Loans. Yosher stated to FSRA that he believed he did not need to disclose the civil proceedings in the Renewal Applications.

PART III – NON-COMPLIANCE WITH THE ACT

17. By engaging in the conduct described above in Part II, Flex Home Loans admits and acknowledges that it breached subsection 4(2) of the Act by carrying on business as a mortgage lender in Ontario while not being licensed or exempt.
18. By engaging in the conduct described above in Part II, Yosher admits and acknowledges that he breached subsections 45(1) and 45(2) of the Act by making false declarations in the Renewal Applications.

PART IV – TERMS OF SETTLEMENT

19. Flex Home Loans and Yosher admit the facts contained in Part II of these Minutes of Settlement and Undertaking (“Minutes”).
20. Flex Home Loans and Yosher acknowledge and agree that they have been given the opportunity to seek independent legal advice and have done so (or have waived the right to do so) and are entering into these Minutes voluntarily, understanding the consequences of doing so.
21. Flex Home Loans and Yosher acknowledge that these Minutes are an undertaking within the meaning of the Act, and that failure to comply may result in immediate regulatory action including, but not limited to, the issuance of a Notice of Proposal to revoke the licence, a Notice of Proposal to impose an administrative penalty, or a prosecution under the Provincial Offences Act.

(a) Issuance of Orders

22. Flex Home Loans and Yosher acknowledge, upon execution of these Minutes by all Parties, the orders attached as Schedule “A” to these Minutes (the “Orders”) will be issued, pursuant to which:
    1. A compliance order will be imposed on Flex Home Loans under section 35 (the “Compliance Order”);
    2. The mortgage administrator licence issued to Flex Home Loans will be revoked pursuant to sections 19 and 21 of the Act, effective 90 days after the Compliance Order is issued; and
    3. An administrative penalty in the amount $8,000 will be imposed on Yosher pursuant to sections 38 and 39 of the Act.

(b) Process for Execution of Settlement

23. Flex Home Loans and Yosher acknowledge that these Minutes are not binding on FSRA until signed by the Director.
24. These Minutes may be executed in counterparts, and may be executed and delivered by facsimile or e-mail, and all such counterparts and facsimiles or e-mails, as applicable, shall together constitute one and the same agreement.
25. Upon receiving an executed copy of these Minutes from FSRA, Flex Home Loans and Yosher will withdraw their Request for Hearing (Form 1) in respect of the NOP before the Tribunal by completing a Withdrawal/Discontinuance (Form 5) and filing it with the Registrar at the Tribunal within two (2) business days.
26. Upon confirmation from the Tribunal that the Request for Hearing has been withdrawn and the hearing has been cancelled, the Parties agree that the Director will issue an Order in the form attached as Schedule “A” to these Minutes.
27. The Parties accept and understand that these Minutes and any rights within the Minutes shall enure to the Parties and to any successors or assigns of the Parties.

(c) Disclosure of Minutes and Order

28. The Parties will keep the terms of these Minutes and the Order confidential until the Order is issued, except that:
    1. The Director shall be permitted to disclose the Minutes and the Order within FSRA;
    2. Flex Home Loans and Yosher shall be permitted to disclose the Minutes and Order to their legal representative, financial professionals, and / or spouse; and
    3. The Parties shall be permitted to inform the Financial Services Tribunal.
29. If any of the Parties do not sign these Minutes or the Director does not issue the Order:
    1. These Minutes, the Order, and all related discussions and negotiations will be without prejudice to FSRA and Yosher; and
    2. FSRA, Flex Home Loans, and Yosher will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the NOP. Any proceedings, remedies and challenges will not be affected by these Minutes, the Order, or any related discussions or negotiations.
30. Upon issuance of the Order:
    1. Flex Home Loans and Yosher acknowledge that these Minutes and the Order are public and will be published by FSRA on its public website (or that of its successor) along with a press release that summarizes these Minutes and the Order; and
    2. The Parties agree not to make representations to any member of the public or media or in a public forum that are inconsistent with these Minutes or the Order.

(d) Further Proceedings

31. Whether or not the Order is issued, Flex Home Loans and Yosher will not use, in any proceeding, these Minutes or the negotiation or process of approval of these Minutes as the basis for any attack on FSRA’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may be available.
32. Upon issuance of the Order:
    1. Flex Home Loans and Yosher waive all rights to a hearing before the Tribunal regarding the NOP;
    2. Flex Home Loans and Yosher waive all rights to a judicial review or appeal of the Order;
    3. Flex Home Loans and Yosher acknowledge that, subject to subparagraph (iv), FSRA may consider the conduct and admissions described in these Minutes in any future licensing decision, administrative penalty, or prosecution as an aggravating factor.
    4. The Director agrees that FSRA will not initiate further proceedings against Flex Home Loans or Yosher based solely on the conduct and admissions described in these Minutes, unless:
       1. New facts come to FSRA’s attention that are materially different from those described in these Minutes;
       2. Flex Home Loans or Yosher fail to comply with these Minutes or the Order;
       3. Flex Home Loans, Yosher, or a related entity applies for a licence under the Act or any other act administered by FSRA.
    5. Flex Home Loans and Yosher agree that should they fail to comply with any term in these Minutes or the Order, FSRA is entitled to bring any proceedings available to it.

DATED February 20, 2026 at Toronto, Ontario.

Original signed by

Michael Yosher

DATED February 20, 2026 at Toronto, Ontario.

Original signed by

Zoe Trister
Name of Witness

DATED February 20, 2026 at Toronto, Ontario.

Original signed by

Michael Yosher
For Flex Home Loans

DATED February 20, 2026 at Toronto, Ontario.

Original signed by

Zoe Trister
Name of Witness

DATED at Toronto, Ontario, February 24, 2026

Original signed by

Elissa Sinha
Director, Litigation and Enforcement
Financial Services Regulatory Authority of Ontario

By delegated authority from the Chief Executive Officer

APPENDIX A

IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29, as amended (the “Act”), in particular sections 19, 21, 35, 38, and 39;

AND IN THE MATTER OF 2748204 Ontario Inc. operating as Flex Home Loans and Michael Yosher;

ORDERS TO REVOKE LICENCE, IMPOSE COMPLIANCE ORDER, AND
IMPOSE ADMINISTRATIVE PENALTIES

Michael Yosher (“Yosher”) was licensed as a mortgage agent (licence # M09002894) under the Act between December 22, 2009, and March 31, 2024.

2748204 Ontario Inc. operating as Flex Home Loans (“Flex Home Loans”) is licensed as a mortgage administrator (licence # 13354) under the Act, beginning on March 10, 2021. Yosher is the owner and sole director of Flex Home Loans.

On May 30, 2025, the Director, Litigation and Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (“Chief Executive Officer”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal to impose a compliance order on Flex Home Loans, revoke the mortgage administrator licence issued to Flex Home Loans, and impose an administrative penalty on Yosher.

A Request for Hearing (Form 1), dated June 13, 2024, was delivered to the Financial Services Tribunal (the “Tribunal”) in accordance with section 21(3), 35(4), and 39(5) of the Act respecting the Notice of Proposal.

On [date], Flex Home Loans and Yosher withdrew the Request for Hearing, and, on [date], the Tribunal closed its file in respect of this matter.

These Orders are made pursuant to a settlement entered into by Flex Home Loans, Yosher, and the Director.

 

ORDER

For the reasons set out in the Minutes of Settlement it is hereby ordered that:

1. Michael Yosher (“Yosher”) and 2748204 Ontario Inc. operating as Flex Home Loans (“Flex Home Loans”) shall cease and desist from the business of mortgage lending in Ontario in a manner contrary to the Mortgage Brokers, Lenders, and Administrators Act, 2006, S.O. 2006, c. 29 (the “Act”), and specifically will only lend through a licensed mortgage brokerage or other exempt person, consistent with section 4(2) of the Act;
2. Within 5 days of this compliance order taking effect, Flex Home Loans and Yosher will inform the investors that Flex Home Loans is currently administering mortgages for that Flex Home Loans’ administrator licence is being revoked after a period of 90 days after the issuance of this compliance order (the “90-day Reporting Period”), that it cannot administer mortgages after its licence is revoked, and that investors must find a new licensed mortgage administrator or take over administering their investments themselves; and
3. During the 90-day Reporting Period:
   1. Flex Home Loans will not accept or solicit any new mortgage administration clients and will not agree to administer any new mortgages;
   2. Flex Home Loans will facilitate investors finding a new mortgage administrator licensed under the Act or an entity exempted from the requirement of obtaining a mortgage administrator licence under the Act, or taking over administration of their investments themselves;
   3. Flex Home Loans will provide reporting on the facilitation of the transfer of investors to licenced mortgage administrators or entities exempted from the requirement of obtaining a mortgage administrator licence under the Act, every 30 days of the 90-day Reporting Period, with a minimum of 20% of investors transferred or exited by the end of each of the first two Reporting Periods; and
   4. However, neither the failure by any of the investors to find a new mortgage administrator licensed under the Act or an entity exempted from the requirement of obtaining a mortgage administrator licence, nor the failure by the investors to administer their own mortgages, shall constitute default by Yosher or Flex Home Loans under the Minutes or under this Order.

DATED at Toronto, Ontario,

Original signed by

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

ORDER

The mortgage administrator licence (licence #13354) issued to 2748204 Ontario Inc. operating as Flex Home Loans is hereby revoked, effective [date] for the reasons set out in the Minutes of Settlement.

DATED at Toronto, Ontario,

Original signed by

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

ORDER

An administrative penalty in the total amount of $8,000 is hereby imposed on Michael Yosher, for the reasons set out in the Minutes of Settlement.

TAKE NOTICE THAT Financial Services Regulatory Authority of Ontario will deliver an invoice to Michael Yosher as to where and how to pay the administrative penalties. Michael Yosher must pay the administrative penalties no later than thirty (30) days after the date of this Order or as otherwise agreed on.

If Michael Yosher fails to pay the administrative penalties in accordance with the terms of this Order, the Chief Executive Officer may file the Order with the Superior Court of Justice and the Order may be enforced as if it were an order of the court. An administrative penalty that is not paid in accordance with the terms of the order imposing the penalty is a debt due to the Crown and is enforceable as such.

DATED at Toronto, Ontario,

Original signed by

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

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