Better Collective A/S and Playmaker Capital Inc. (Re), 2023 CanLII 120396

Ontario Commission des 22^nd Floor 22e étage

Securities valeurs mobilières 20 Queen Street West 20, rue Queen ouest

Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8

December 1, 2023

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO

(the “Jurisdiction”)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BETTER COLLECTIVE A/S (“Better Collective”) AND PLAYMAKER CAPITAL INC.

(“Playmaker” and together with Better Collective, the “Filers”)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the “Legislation”) exempting:

(i) Better Collective from the requirements of Parts 4 through 12 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), other than from section 4.9 of NI 51-102, pursuant to section 13.1 of NI 51-102;

(ii) Better Collective from the requirements of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (“NI 52-107”) regarding acceptable accounting principles (but not acceptable auditing standards) pursuant to section 5.1 of NI 52-107;

(iii) Better Collective from the requirements of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) pursuant to section 8.6 of NI 52-109;

(iv) Better Collective from the requirements of National Instrument 52-110 Audit Committees (“NI 52-110”) pursuant to section 8.1 of NI 52-110;

(v) Better Collective from the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), other than the requirements of NI 54-101 with respect to fees payable to intermediaries, for any depositary and any intermediary whose last address as shown on the books of Better Collective is in Canada, pursuant to section 9.2 of NI 54-101;

(vi) insiders of Better Collective from the insider reporting requirements and the requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders, National Instrument 55-104 Insider Reporting Requirements and Exemptions and section 107 of the Securities Act (Ontario) (collectively, the “Insider Reporting Requirements”);

(vii) Better Collective from the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) pursuant to section 3.1 of NI 58-101;

(viii) Better Collective from the requirements relating to business combinations and related party transactions in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) pursuant to subsection 9.1(2) of MI 61-101;

(ix) any person or company acquiring voting or equity securities of Better Collective from the early warning requirements and acquisition announcement provisions of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 Take-Over Bids and Issuer Bids (the “Early Warning Requirements”); and

(x) Better Collective from the requirements relating to non-GAAP financial measures in National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure, subject to the terms and conditions set out below (collectively, the “Exemption Sought”).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for the application; and

(b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in the Provinces of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan (collectively with the Province of Ontario, the “Jurisdictions”).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

Better Collective A/S

1. Better Collective is incorporated pursuant to the laws of Denmark with its principal executive offices in Copenhagen, Denmark. Better Collective’s shares (“BC Shares”) are listed on Nasdaq Stockholm and Nasdaq Copenhagen, each a regulated market under applicable European Union (“EU”) laws, and trade under the symbols “BETCO” and “BETCO DKK”, respectively. Better Collective is a member of the Nasdaq Stockholm Mid Cap index.

2. Better Collective is a leading digital sports media and betting analytics group that owns and operates international and national sport media brands. Better Collective has a global presence, operating out of its Copenhagen head office and approximately 20 other internationally located offices.

3. As at November 27, 2023, Better Collective’s authorized share capital consists of BC Shares, of which 55,223,847 are issued and outstanding, representing a market capitalization of SEK13,253,723,280 as of market close on November 24, 2023 (or C$1,725,634,771.06, using the Bank of Canada exchange rate as of November 24, 2023).

4. As a Danish company listed on Nasdaq Stockholm and Nasdaq Copenhagen, Better Collective is subject to a comprehensive capital markets regulatory regime that includes the following principal rules and regulations: (i) the Danish Capital Markets Act (Consolidated Act no. 41 dated as of January 13, 2023, as amended, and in Danish: kapitalmarkedsloven), providing for the overall framework for securities trading in Denmark including regulations on security offerings and admission to trading, disclosure of inside information and takeover bids, as supplemented by executive orders or directives from time to time, the Danish Financial Statements Act (Act no. 1441 dated as of November 14, 2022, as amended, and in Danish: årsregnskabsloven), providing for the financial reporting framework for periodic disclosure of annual and interim financial accounts as supplemented by executive orders or directives from time to time, and the Danish Companies Act (Consolidated Act No. 1168 dated as of September 1, 2023, as amended, and in Danish: selskabsloven), providing for the corporate governance regime as supplemented by executive orders or directives from time to time (collectively, the “Danish Capital Markets Laws”); (ii) the reporting requirements of the Market Abuse Regulation, consolidated Regulation (EU) no. 596/2014, as amended, applicable to issuers incorporated in Denmark and issuers with securities listed on a regulated market, including Nasdaq Stockholm and Nasdaq Copenhagen, and requiring immediate disclosure of any “inside information” with respect to the issuer and additional reporting obligations with respect to insiders of the issuer and persons discharging managerial responsibilities (“PDMR”) and details of transactions causing a change in such PDMR’s or its related parties’ share ownership (the “EU Market Abuse Regulation”); (iii) the Nasdaq Nordic Main Market Rulebook for Issuers of Shares dated effective February 1, 2021, containing harmonized requirements and disclosure obligations for companies with securities listed on a senior Nordic Nasdaq securities exchange (e.g., Nasdaq Stockholm and Nasdaq Copenhagen), collectively referred to as the “Nasdaq Main Market”, together with Supplement D dated effective January 12, 2023 and Supplement A dated effective October 1, 2021, with respect to stock exchange rules applicable to public issuers listed on Nasdaq Stockholm and Nasdaq Copenhagen, respectively (the “Nasdaq Rules”); and (iv) certain rules and regulations under the Swedish Code of Corporate Governance and the Swedish Securities Council’s good practices in the Swedish stock market by virtue of the BC Shares being listed on the Nasdaq Stockholm (the “Swedish Capital Markets Laws”, and collectively with the Danish Capital Markets Laws, the EU Market Abuse Regulation and the Nasdaq Rules, the “Danish Disclosure Requirements”).

5. Pursuant to the Danish Disclosure Requirements, Better Collective is required to file annual reports (“Annual Reports”) within four months following the end of the preceding financial year, containing (i) audited annual financial statements (including balance sheet, statement of comprehensive income, statement of changes in equity and cash flow, together with notes thereto, including accounting policies of Better Collective and its subsidiaries), (ii) management’s review of and commentary on Better Collective’s business, operations and financial position, (iii) a corporate governance report on structure and oversight of corporate governance and compliance with the Danish Companies Act and the Swedish Code of Corporate Governance, and (iv) an environmental, social and governance report pursuant to the requirements of the Danish Capital Markets Laws and Taxonomy Regulation (EU) 2020/852. Better Collective regularly files its annual reports in March of each subsequent calendar year. Better Collective’s consolidated audited financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements for listed companies pursuant the Danish Financial Statements Act and are audited in accordance with the International Standards on Auditing as adopted in Denmark. Better Collective’s external independent auditor is EY Godkendt Revisionspartnerselskab.

6. Pursuant to the Danish Disclosure Requirements, Better Collective is also required to file interim reports (“Interim Reports”) quarterly within two months of the end of each fiscal quarter, containing (i) interim financial statements (including balance sheet, statement of comprehensive income, statement of changes in equity and cash flows, together with notes thereto, including accounting policies of Better Collective and its subsidiaries), and (ii) management’s review of and commentary on Better Collective’s business, operations and financial position. Better Collective regularly files its interim reports in May, August, November and February of each calendar year. Better Collective’s interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and additional requirements for listed companies pursuant to the Danish Financial Statements Act, using the same accounting policies as those set out under the Better Collective’s Annual Reports.

7. Pursuant to the Danish Disclosure Requirements, Better Collective is required to prepare, and provide concurrently with Annual Reports, a remuneration report providing detailed disclosure of executive and management compensation with comparative figures for the last three fiscal years.

8. The Danish Financial Supervisory Authority (the “DFSA”) is the principal securities and capital markets regulator in Denmark and is responsible for the supervision of compliance with the Danish Capital Markets Laws, EU Market Abuse Regulation and, together with Nasdaq Stockholm and Nasdaq Copenhagen, the Nasdaq Rules. The DFSA, together with the Danish Business Authority (the “DBA”), which oversees and administers corporate laws applicable to private and public Danish issuers, maintain publicly accessible registers of all filings required to be made by Danish issuers with publicly traded securities pursuant to the Danish Disclosure Requirements.

9. Better Collective is in compliance with the Danish Disclosure Requirements concerning the disclosures made to the public, to securityholders of Better Collective and to the DFSA relating to Better Collective and the trading of its securities as required under, without limitation, the Danish Disclosure Requirements, and has prepared and filed all documents that it is required to have prepared and filed pursuant to the Danish Disclosure Requirements. As permitted under the Danish Disclosure Requirements, Better Collective prepares all documents that it is required to have prepared and filed pursuant to the Danish Disclosure Requirements in English.

10. Following the closing of the Arrangement (as defined below), Better Collective will be a “foreign reporting issuer” for the purposes of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (“NI 71-102”) as: (i) Better Collective will be a reporting issuer that is incorporated under the laws of a foreign jurisdiction; (ii) the outstanding voting securities carrying more than 50 per cent of the votes for the election of directors of Better Collective will not be owned, directly or indirectly by residents of Canada; and (iii) less than a majority of the executive officers or directors of Better Collective will be residents of Canada, less than 50 per cent of the consolidated assets of Better Collective will be located in Canada, and the business of Better Collective will not be administered principally in Canada.

11. Following the closing of the Arrangement (as defined below), but for the fact that Denmark is not an enumerated “designated foreign jurisdiction” under NI 71‑102, Better Collective will otherwise satisfy the definition of a “designated foreign issuer” for the purposes of NI 71-102 as: (i) Better Collective does not have a class of securities registered under section 12 of the Securities Exchange Act of 1934 (the “1934 Act”) and is not required to file reports under section 15(d) of the 1934 Act; and (ii) the total number of equity securities of Better Collective owned, directly or indirectly, by residents of Canada will not exceed 10 per cent, on a fully-diluted basis, of the total number of equity securities of Better Collective, calculated in accordance with NI 71-102.

12. As at November 27, 2023, and to the best of Better Collective’s knowledge, less than 1 per cent of the equity securities of Better Collective are owned, directly or indirectly, by residents of Canada, as calculated in accordance with NI 71-102.

13. As at November 27, 2023, Better Collective is not a reporting issuer in any of the provinces or territories of Canada, and it is not in default of any applicable Canadian securities legislation.

Playmaker Capital Inc.

14. Playmaker is a corporation incorporated under the laws of the Province of Ontario with its head office in Toronto, Ontario. Playmaker’s common shares (“Playmaker Shares”) are listed on the TSX Venture Exchange and trade under the symbol “PMKR” and on the OTCQX Best Market under the symbol “PMKRF”.

15. Playmaker is a digital sports media company that acquires and integrates premier fan-centric media brands, curated to deliver highly engaged audiences of sports fans to tier one advertisers, online sports betting operators, and sports federations and leagues. Playmaker has an expansive cross-channel user base in both North America and Latin America.

16. As at November 27, 2023, Playmaker’s authorized share capital consists of Playmaker Shares, of which 229,679,664 are issued and outstanding, representing a market capitalization of C$149,291,782 as of market close on November 24, 2023.

17. To the best of Playmaker’s knowledge, approximately 70% of the equity securities of Playmaker are owned, directly or indirectly, by residents of Canada, as calculated in accordance with NI 71-102.

18. Playmaker is a reporting issuer in the Provinces of Ontario, Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Prince Edward Island and Saskatchewan, and is not in default of securities legislation in any of the Jurisdictions.

Plan of Arrangement

19. On November 6, 2023, Better Collective and Playmaker entered into an arrangement agreement (the “Arrangement Agreement”), providing the terms and conditions upon which, among other things, Better Collective has agreed to acquire all of the issued and outstanding Playmaker Shares for aggregate consideration in the amount of C$0.70 per Playmaker Share (the “Consideration”) comprised of a mix of cash consideration in the amount of C$0.245 and 0.0134 of a BC Share representing a value of C$0.455, as determined by the volume-weighted average price of BC Shares over the 10-day trading period as of market close on November 3, 2023, by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario). The Arrangement is expected to close either late in the fourth quarter of 2023 or early in the first quarter of 2024 following approval of the Arrangement by the shareholders of Playmaker at a special shareholders’ meeting, receipt of the final order of the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement, and other customary closing conditions for a transaction of this nature including, among other things, regulatory approvals and third party consents as specified under the Arrangement Agreement. Pursuant to the Arrangement Agreement, Playmaker will accelerate and convert all incentive awards outstanding under Playmaker’s Omnibus Equity Incentive Plan dated February 8, 2022 into Playmaker Shares, which such converted Playmaker Shares will participate in the Arrangement for the Consideration.

20. To the best of the Filers’ knowledge, it is anticipated that following closing of the Arrangement and but for the fact that Denmark is not an enumerated “designated foreign jurisdiction” under NI 71‑102, Better Collective would satisfy the definition of a “designated foreign issuer” for the purposes of NI 71-102 as at such time: (i) Better Collective would not have a class of securities registered under section 12 of the 1934 Act nor would it be required to file reports under section 15(d) of the 1934 Act; (ii) the total number of equity securities of Better Collective owned, directly or indirectly, by residents of Canada would not exceed 10 per cent, on a fully-diluted basis, of the total number of equity securities of Better Collective, calculated in accordance with NI 71-102; (iii) a majority of the executive officers or directors of Better Collective would not be residents of Canada; (iv) assets of Better Collective located in Canada would comprise less than 50 per cent of its consolidated assets; and (v) the business of Better Collective would continue to be principally administered in Denmark.

21. The Playmaker Shares will be delisted from the TSX Venture Exchange as soon as practicable following closing of the Arrangement, and no securities of Playmaker (including debt securities, options and share-based compensation) are expected to be outstanding thereafter other than the Playmaker Shares acquired by Better Collective.

22. Promptly following closing of the Arrangement, Better Collective will file on SEDAR+ a form of submission to jurisdiction and appointment of agent for service of process (the “Submission to Jurisdiction”) that has been executed by Better Collective and its agent for service of process in Canada. The Submission to Jurisdiction will be substantially in the form set out in Appendix B to National Instrument 41-101 General Prospectus Requirements but will refer to the Arrangement Agreement as the instrument under which BC Shares are offered, rather than a prospectus.

Effect of Exemption Sought on shareholders of Playmaker

23. Better Collective is subject to a rigorous capital markets regulatory regime in Denmark, which has been modelled from and guided by the key Objectives and Principles of Securities Regulation established by the International Organization of Securities Commissions, in a similar manner as that of the Canadian securities regulatory regime and the regimes of certain designated foreign jurisdictions enumerated under NI 71-102. As part of the DFSA’s unitary supervisory purview of the Danish financial markets, its enforcement of compliance with the Danish Disclosure Requirements by public Danish companies is intended to promote the protection of investors and foster efficient and competitive capital markets. In addition to the Danish Capital Markets Laws, Better Collective has generally incorporated and is subject to securities regulations that have been adopted by the EU and which has been progressively more harmonized across EU member states including, among other things, the EU Market Abuse Regulation, Transparency Directive 2004/109/EC, Taxonomy Regulation (EU) 2020/852, Prospectus Regulation, consolidated Regulation (EU) 2017/1129, as amended, among others. Thus, the disclosure and reporting obligations of Better Collective are, to a significant extent, as comprehensive and provide at least the same transparency as in other member states of the EU including those of countries like Sweden and the Netherlands. Finally, stock exchange rules established by certain EU regulated markets have further promoted an integration of capital markets regulatory policy and uniformity with respect to certain EU member states that share geopolitical proximity. BC Shares are listed on Nasdaq Stockholm and Nasdaq Copenhagen, each of which is a “Nasdaq Nordic Main Market” that is subject to the same underlying set of general stock exchange rules as those companies listed on Nasdaq Helsinki and Nasdaq Iceland, subject to jurisdictional variations provided under country-specific supplemental rules. As a result, Better Collective is subjected to comparatively robust disclosure and capital markets regulatory regimes typical of other Nordic countries that are designated foreign jurisdictions under NI 71-102.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that:

1. The Exemption Sought, other than from the Insider Reporting Requirements and the Early Warning Requirements, is granted provided that following closing of the Arrangement and at any time thereafter:

(a) Better Collective continues to be incorporated and organized under the laws of Denmark and Canadian residents own, directly or indirectly, outstanding voting securities carrying no more than 50 per cent of the votes for the election of directors of Better Collective, and none of the following is true:

(i) the majority of the executive officers or directors of Better Collective are residents of Canada,

(ii) more than 50 per cent of the consolidated assets of Better Collective are located in Canada, and

(iii) the business of Better Collective is administered principally in Canada;

(b) Better Collective does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under section 15(3) of the 1934 Act;

(c) BC Shares are admitted to trading on Nasdaq Stockholm and Nasdaq Copenhagen, and Better Collective is subject to and complies with, and has filed all documents that it is required to have filed by, the Danish Disclosure Requirements including, for greater certainty, (i) the financial and other reporting requirements of the Danish Capital Markets Laws, EU Market Abuse Regulation, and the Nasdaq Rules and Swedish Capital Markets Laws applicable to issuers listed on Nasdaq Stockholm, and (ii) requirements concerning the disclosure made to the public, to securityholders of Better Collective and to the DFSA and DBA, as the case may be, relating to Better Collective and the trading of its securities;

(d) the total number of equity securities of Better Collective owned, directly or indirectly, by residents of Canada does not exceed 10 per cent, on a fully-diluted basis, of the total number of Better Collective’s equity securities, calculated in accordance with sections 1.2 and 1.3 of NI 71-102;

(e) Better Collective files on SEDAR+ in electronic format copies of all documents and company announcements Better Collective is required to file with the DFSA, Nasdaq Stockholm or Nasdaq Copenhagen, make publicly available on its website or send to its securityholders under the Danish Disclosure Requirements, at the same time or as soon as practicable after such documents are filed with the DFSA (including, without limitation, any dissemination of regulatory information on the publicly accessible online registers maintained by the DFSA) or Nasdaq Stockholm or Nasdaq Copenhagen, made publicly available on Better Collective’s website, or sent to its securityholders, respectively, provided that Better Collective shall not be required to file on SEDAR+ prospectuses for offerings by Better Collective that do not take place in Canada;

(f) the documents required to be filed on SEDAR+ pursuant to paragraph (e) above comply with the Danish Disclosure Requirements;

(g) the financial statements of Better Collective, and auditor’s reports on financial statements of Better Collective, that are required to be filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above comply with the Danish Disclosure Requirements;

(h) the financial statements of Better Collective that are required to be filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above are prepared in accordance with IFRS standards as adopted by the EU;

(i) the audited financial statements of Better Collective that are required to be filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above are audited in accordance with International Standards on Auditing and the financial statements are accompanied by:

(i) an auditor’s report that

(A) expresses an unmodified opinion,

(B) identifies all financial periods presented for which the auditor has issued the auditor’s report,

(C) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements, and

(D) is prepared in accordance with the same auditing standards used to conduct the audit, and

(ii) the predecessor auditor’s reports on the comparative periods, if the issuer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor;

(j) for any acquisitions statements that are required to be filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above, Better Collective complies with NI 52-107 as it relates to those acquisition statements (as if Better Collective was a designated foreign issuer for purposes of NI 52-107 and as if Denmark was a designated foreign jurisdiction for purposes of NI 52-107);

(k) Better Collective complies with National Instrument 52-108 Auditor Oversight in respect of the financial statements of Better Collective and the auditor’s reports on financial statements of Better Collective that are filed, or included in any documents required to be filed, on SEDAR+ pursuant to paragraph (e) above;

(l) Better Collective must, at least once a year, disclose in, or as an appendix to, a document that Better Collective is required to file under the Danish Disclosure Requirements and that Better Collective files on SEDAR+ that:

(i) Better Collective is subject to the regulatory requirements of the DFSA, and

(ii) pursuant to the terms of this decision, the principal regulator has provided Better Collective with exemptive relief from certain continuous disclosure requirements under the Legislation provided that, among other things, Better Collective files on SEDAR+, makes publicly available or provides to its securityholders in Canada the disclosure documents filed, made publicly available or provided to its securityholders by Better Collective pursuant to the Danish Disclosure Requirements;

(m) Better Collective complies with the Danish Disclosure Requirements in respect of making public disclosure of material information on a timely basis and promptly issues in the provinces and territories of Canada and files on SEDAR+ any news release that discloses a material change in Better Collective’s affairs;

(n) Better Collective files on SEDAR+ the notice required by paragraph 4.9(a) of NI 51-102 following the closing of the Arrangement;

(o) any amendments or supplements to disclosure documents of Better Collective filed on SEDAR+ pursuant to this decision shall also be filed on SEDAR+;

(p) Better Collective files on SEDAR+ such other documents relating to Better Collective that Better Collective would be required to file under current and future requirements of the Legislation as if it were a designated foreign issuer (as defined in NI 71-102) and Better Collective complies with current and future requirements of the Legislation applicable to designated foreign issuers as if it were a designated foreign issuer;

(q) if Better Collective sends a document to holders of securities of any class under the Danish Disclosure Requirements and that document is required to be filed on SEDAR+ under this decision, Better Collective sends the document in the same manner and at the same time, or as soon as practicable after, to holders of securities of that class in the Jurisdictions;

(r) Better Collective complies with the Danish Disclosure Requirements relating to communication with beneficial owners of securities, and in this context, the requirements of NI 54-101 with respect to fees payable to intermediaries, for any depositary and any intermediary whose last address as shown on the books of Better Collective is in Canada; and

(s) the grant of the Exemption Sought pursuant to this paragraph 1 of the decision will expire on the date that is five years after the date of this decision.

2. The Exemption Sought from the Insider Reporting Requirements is granted to insiders of Better Collective, including for greater certainty, any PDMR, provided that:

(a) Better Collective qualifies for the grant of the Exemption Sought pursuant to paragraph 1 of the decision above, and Better Collective is in compliance with the requirements and conditions set out thereunder;

(b) the insider, including for greater certainty, any PDMR, complies with the Danish Disclosure Requirements regarding insider reporting; and

(c) the grant of the Exemption Sought from the Insider Reporting Requirements pursuant to this paragraph 2 of the decision will expire on the date that is five years after the date of this decision.

3. The Exemption Sought from the Early Warning Requirements is granted to any person or company acquiring voting or equity securities of Better Collective provided that:

(d) Better Collective qualifies for the grant of the Exemption Sought pursuant to paragraph 1 of the decision above, and Better Collective is in compliance with the requirements and conditions set out thereunder;

(e) the person or company acquiring voting or equity securities of Better Collective complies with the Danish Disclosure Requirements relating to reporting of beneficial ownership of voting or equity securities of Better Collective; and

(f) the grant of the Exemption Sought from the Early Warning Requirements pursuant to this paragraph 3 of the decision will expire on the date that is five years after the date of this decision.

4. The Exemption Sought is granted provided that:

(a) for any document that a condition set out in paragraphs 1 to 3 above requires to be filed on SEDAR+, Better Collective will file an English language version of the document; and

(b) if the English language version of a document referred to in clause (a) above is a translation of the original Danish language (or other non-English language) version of the document, it will be accompanied by a certificate as to the accuracy of the translation of the filed document.

“Micheal Balter”

____________________________________

Michael Balter

Manager, Corporate Finance

Ontario Securities Commission OSC File#: 2023/0552