Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for an order that the issuer is not a reporting issuer under applicable securities laws – one beneficial securityholder in British Columbia - requested relief granted - section 1(10)(a)(ii) of the Securities Act (Ontario).
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss.1(10)(a)(ii) CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO AND ALBERTA (the Jurisdictions) R.S.O. 1990, CHAPTER S.5, AS AMENDED
AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURIDICTIONS
AND IN THE MATTER OF PAN AMERICAN FERTILIZER (CANADA) CORP. (THE FILER)
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer under the securities legislation of the Jurisdictions (the Legislation) for an order that the Filer has ceased to be a reporting issuer in the Jurisdictions (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of the other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions and Multilateral Instrument 11-102 have the same meaning if used in this decision, unless otherwise defined.
In this application, “securityholder” means, for a security, the beneficial owner of the security.
Representations
This decision is based on the following facts represented by the Filer:
The Filer was organized under the Business Corporations Act (British Columbia) on August 2, 2013, as a result of a three way amalgamation (the Amalgamation). The Filer became a reporting issuer through the completion of the Amalgamation. The Filer’s head office is located at Suite 601-570 Granville Street, Vancouver, British Columbia.
The Filer has provided the notice contemplated by British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status to the British Columbia Securities Commission (BCSC). The Filer received confirmation from the BCSC that it has ceased to be a reporting issuer in British Columbia effective August 30, 2013.
The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
No securities of the Filer including any debt securities have ever traded in the past or are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 — Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
The Filer has no current intention to seek public financing by way of an offering of securities.
The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions.
The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than an obligation to file on or before August 29, 2013 its interim financial statements and its management discussion and analysis in respect of such statements for the three month period ended June 30, 2013, as required under National Instrument 51-102 — Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings.
The Filer is not eligible to rely on the simplified procedure under CSA Staff Notice 12-307 — Applications for a Decision that an Issuer is not a Reporting Issuer is no longer available to the Filer because it is in default of certain filing obligations under the Legislation as described in paragraph 7 above.
The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.
There is no prejudice to any person in Alberta or Ontario in the grant of this application.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.
Dated this 13th day of September, 2013.
“Edward P. Kerwin” “Susan B. Kavanagh”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission