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

AND IN THE MATTER OF S.O.R.A. Real Estate & Insurance Ltd. operating as MIC Financial;

AND IN THE MATTER OF Roberto Gabriel Mammone.

MINUTES OF SETTLEMENT AND UNDERTAKING

PART I – INTRODUCTION

S.O.R.A. Real Estate & Insurance Ltd. operating as MIC Financial (“MIC Financial”) is licensed as a mortgage brokerage under the Act (licence # 11891).
Prior to August 7, 2024, Roberto Gabriel Mammone (“Mammone”) was licensed as a mortgage agent under the Act (licence # M09002437). Since August 8, 2024, Mammone has been licensed as a mortgage broker under the Act. He is now the principal broker of MIC Financial under the Act.
On February 6, 2025, the Director, Litigation and Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (“CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of MIC Financial and Mammone (the “NOP”).
MIC Financial and Mammone disputed the allegations and, on February 13, 2025, requested a hearing before the Financial Services Tribunal (the “Tribunal”) in respect of the NOP.
MIC Financial, Mammone 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

During the time period relevant to allegations in the NOP (i.e., between August 2020 and July 2023), Mammone was a mortgage agent of MIC Financial.
Tracy Scimeca (“Ms. Scimeca”) was licensed as a mortgage agent (level 2) (licence # M11001877) under the Act. Ms. Scimeca’s mortgage agent licence expired on March 31, 2023. Before her licence expired, Ms. Scimeca was authorized to deal in mortgages on behalf of another brokerage.
Ms. Scimeca was not and has never been authorized to deal in mortgages on behalf of MIC Financial.
Between August 2020 and July 2023, Ms. Scimeca arranged 64 private mortgages through MIC Financial (the “MIC Mortgages”). In most cases, MIC Financial acted for both the borrower and the lender.
For the MIC Mortgages, Ms. Scimeca collected information about prospective borrowers, including identification documents, and information about employment, income, and assets.
Ms. Scimeca was the primary point of contact for the prospective borrowers in negotiating and arranging the MIC Mortgages. Generally, the prospective borrowers did not communicate directly with MIC Financial before the MIC Mortgages were brokered.
The MIC Mortgages were processed through MIC Financial. Mammone did not always speak with the prospective borrowers before the MIC Mortgages were brokered.
Net of fees paid to Ms. Scimeca, MIC Financial collected over $400,000 in mortgage brokering fees related to the initial MIC Mortgages.
MIC Financial paid Ms. Scimeca over $192,000 in fees related to the MIC Mortgages, either directly or indirectly through her husband or a numbered company.
None of the borrowers of the MIC Mortgages have made any complaint against MIC Financial or Mammone.
MIC Financial and Mammone fully cooperated with FSRA’s investigation.
The Director is not aware of any other contraventions or failures to comply with a requirement under the Act or with any other financial services legislation of Ontario or of any jurisdiction by MIC Financial or Mammone within the preceding five years.

PART III – NON-COMPLIANCE WITH THE ACT

By engaging in the conduct described above in Part II, MIC Financial admits and acknowledges that they breached the Act as follows:
1. By authorizing an individual to deal or trade in mortgages on its behalf when the mortgage brokerage knew, or reasonably ought to have known, that the individual is a broker or agent who is authorized to deal or trade in mortgages on behalf of another brokerage, contrary to section 43(2) of Ontario Regulation 188/08; and
2. By paying a fee or other remuneration to an individual for dealing or trading in mortgages on its behalf when the mortgage brokerage knew, or reasonably ought to have known, that the individual is a broker or agent who is authorized to deal or trade in mortgages on behalf of another brokerage, contrary to section 44(2) of Ontario Regulation 188/08.
By engaging in the conduct described above in Part II, Mammone admits and acknowledges that they breached the Act by doing or omitting to do anything that might reasonably be expected to result in their mortgage brokerage contravening or failing to comply with a requirement established under the Act, contrary to section 3 of the Ontario Regulation 187/08.

PART IV – TERMS OF SETTLEMENT

MIC Financial and Mammone admit the facts contained in Part II of these Minutes of Settlement and Undertaking (“Minutes”).
MIC Financial and Mammone 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.
MIC Financial and Mammone 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 Order

MIC Financial and Mammone acknowledge that, upon execution of these Minutes by both Parties, the order attached as Schedule “A” to these Minutes (the “Order”) will be issued, pursuant to which:
1. Two (2) administrative monetary penalties in the total amount of $150,000 will be imposed upon MIC Financial; and
2. One (1) administrative monetary penalty of $10,000 will be imposed upon Mammone.

(b) Process for Execution of Settlement

MIC Financial and Mammone acknowledges that these Minutes are not binding on FSRA until signed by the Director.
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.
Upon receiving an executed copy of these Minutes from FSRA, MIC Financial and Mammone 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.
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.
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

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. MIC Financial and Mammone 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.
If either 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, MIC Financial, and Mammone; and
2. FSRA, MIC Financial, and Mammone 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.
Upon issuance of the Order:
1. MIC Financial and Mammone 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

Whether or not the Order is issued, MIC Financial and Mammone 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.
Upon issuance of the Order:
1. MIC Financial and Mammone waive all rights to a hearing before the Tribunal regarding the NOP;
2. MIC Financial and Mammone waive all rights to a judicial review or appeal of the Order;
3. MIC Financial and Mammone 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 MIC Financial and Mammone 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; or
  2. MIC Financial and/or Mammone fail to comply with these Minutes or the Order;
5. MIC Financial and Mammone 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 at Toronto, Ontario, May 8, 2026

Original signed by

Roberto Gabriel Mammone
Principal Broker
S.O.R.A. Real Estate & Insurance Ltd. operating as MIC Financial

I have authority to bind the corporation.

DATED at Toronto, Ontario, May 8, 2026

Original signed by

Witness name omitted for privacy.
Name of Witness

DATED at Toronto, Ontario, May 8, 2026

Original signed by

Roberto Gabriel Mammone

DATED at Toronto, Ontario, May 8, 2026

Original signed by

Witness name omitted for privacy.
Name of Witness

DATED at Toronto, Ontario, May 26, 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 38 and 39;

AND IN THE MATTER OF S.O.R.A. Real Estate & Insurance Ltd. operating as MIC Financial;

AND IN THE MATTER OF Roberto Gabriel Mammone.

ORDER TO IMPOSE ADMINISTRATIVE PENALTIES

S.O.R.A. Real Estate & Insurance Ltd. operating as MIC Financial (“MIC Financial”) is licensed as a mortgage brokerage under the Act (licence # 11891). Roberto Gabriel Mammone (“Mammone”) was licensed as a mortgage agent under the Act (licence # M09002437) prior to August 7, 2024. Mammone has been licensed as a mortgage broker under the Act since August 7, 2024. Mammone is authorized to deal or trade in mortgages on behalf of MIC Financial.

On February 6, 2025, by delegated authority from the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario (the “Chief Executive Officer”), the Director, Litigation and Enforcement (the “Director”) issued a Notice of Proposal to impose two administrative penalties on MIC Financial for the following during the period from August 2020 to July 2023:

For authorizing an individual to deal or trade in mortgages on its behalf when the mortgage brokerage knew, or reasonably ought to have known, that the individual is a broker or agent who is authorized to deal or trade in mortgages on behalf of another brokerage, contrary to section 43(2) of Ontario Regulation 188/08;
For paying a fee or other remuneration to an individual for dealing or trading in mortgages on its behalf when the brokerage knew, or reasonably ought to have known, that the individual is a broker or agent who is authorized to deal or trade in mortgages on behalf of another brokerage, contrary to section 44(2) of Ontario Regulation 188/08.

In the Notice of Proposal, the Director also proposed to impose one administrative penalty on Mammone for doing or omitting to do anything that might reasonably be expected to result in their mortgage brokerage contravening or failing to comply with a requirement established under the Act between August 2020 and July 2023, contrary to section 3 of the Ontario Regulation 187/08.

Requests for Hearings (Form 1s), dated February 3, 2025, were delivered to the Financial Services Tribunal (the “Tribunal”) in accordance with section 39(5) of the Act respecting the Notice of Proposal.

On [date], MIC Financial and Mammone 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 MIC Financial, Mammone, and the Director.

ORDER

Two administrative penalties in the total amount of $150,000 are hereby imposed on S.O.R.A. Real Estate & Insurance Ltd., for the reasons set out in the Minutes of Settlement.

An administrative penalty in the amount of $10,000 is hereby imposed on Roberto Gabriel Mammone, for the reasons set out in the Minutes of Settlement.

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

If MIC Financial or Mammone fail 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.

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

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