Ontario Commission des 22nd 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
November 25, 2024
In the Matter of
the Securities Legislation of Ontario (the Jurisdiction)
and
In the Matter of
the Process for Cease to be a Reporting Issuer Applications
and
In the Matter of
Armada Data Corporation (the Filer)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia and Alberta.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
The Filer is a corporation existing under the Business Corporations Act (British Columbia) and its head office is located at 1230 Crestlawn Drive, Mississauga, Ontario L4W 1A6.
The Filer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
On October 29, 2024, the Filer completed an amalgamation and is the amalgamated corporation resulting from the amalgamation between “Armada Data Corporation”, a predecessor corporation and 1498798 B.C. Ltd. (the Acquiror), a predecessor corporation.
The amalgamation (the Amalgamation) was completed pursuant to the Business Corporations Act (British Columbia) in accordance with an acquisition agreement dated September 4, 2024 entered into among James Matthews (Matthews), a director and Chief Executive Officer of the Filer, Eli Oszlak (Oszlak), a director and Chief Technical Officer of the Filer, 2190960 Ontario Ltd. (Matthews Holdco), a corporation controlled by Matthews, and the Acquiror, a corporation wholly-owned by Matthews and Oszlak, pursuant to which Matthews, Oszlak and Matthew Holdco through the Acquiror agreed to acquire all of the outstanding common shares of the Filer (Common Shares), other than Common Shares already held by Matthews, Oszlak and Matthews Holdco.
The full details of the Amalgamation and the intention of the Filer to make an application to cease to be a reporting issuer were contained in a management information circular of the Filer dated September 25, 2024 and a news release dated October 29, 2024, copies of which are available under the Filer's profile on www.sedarplus.ca.
Pursuant to the Amalgamation, all of the issued and outstanding Common Shares, other than those already held by Matthews, Oszlak and Matthews Holdco were converted, on a one-for-one basis, into redeemable preferred shares (Redeemable Shares) of the Filer. The Redeemable Shares were immediately redeemed by the Filer in exchange for $0.04 per Redeemable Share.
The Amalgamation was approved on October 28, 2024 by the Filer’s shareholders at the special meeting of shareholders of the Filer.
Upon completion of the Amalgamation on October 29, 2024, Matthews, Oszlak and Matthews Holdco were the only shareholders of the Filer, owning 100% of the outstanding Common Shares.
On October 30, 2024, the Common Shares were delisted from the TSX Venture Exchange.
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
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 debt securities, 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 intention to seek public financing by way of an offering of securities.
The Filer is applying for an order that the Filer cease being a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
The Filer is not in default of securities legislation in any jurisdiction, except that the Filer has not filed its interim financial statements, accompanying management’s discussion and analysis and certification of the foregoing filings for the interim period ended August 31, 2024 (collectively, the Filings), which were due on October 30, 2024 in accordance with National Instrument 51-102 Continuous Disclosure Obligations.
The requirement to file the Filings did not arise until after completion of the Amalgamation.
The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it is in default for failure to file the Filings.
But for the fact that the Filer is in default of securities legislation as a result of failing to file the Filings that were due after the completion of the Amalgamation, the Filer would be eligible for the simplified procedure set out in NP 11-206.
Upon granting the Order Sought, the Filer will no longer be a reporting issuer in any jurisdiction of Canada.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
“David Surat” David Surat
Manager, Corporate Finance Division
Ontario Securities Commission OSC File #: 2024/0628