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
IN THE MATTER OF
CRAFT 1861 GLOBAL HOLDINGS INC.
PARTIAL REVOCATION ORDER
Under the securities legislation of Ontario
(the “Legislation”)
Background
Craft 1861 Global Holdings Inc. (the “Issuer”) is subject to a failure-to-file cease trade order (the “FFCTO”) issued by the Ontario Securities Commission (the “Principal Regulator”) on April 8, 2024.
The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.
Interpretation
Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.
Representations
- This decision is based on the following facts represented by the Issuer:
a. The Issuer was incorporated on May 22, 2020 under the name “BGP Acquisition Corp.” pursuant to the Business Corporations Act (British Columbia).
b. The Issuer’s head office is located at 100 Sun Ave NE, Ste. 650 Albuquerque, New Mexico 87109, and its registered office is located at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.
c. The Issuer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.
d. The Issuer’s authorized share capital consists of an unlimited number of subordinate voting shares (the “Craft Shares”), an unlimited number of proportionate voting shares, an unlimited number of class A restricted voting shares, and an unlimited number of class B shares, without part value. As of the date hereof, there are 55,202,618 Craft Shares issued and outstanding and 5,940,000 share purchase warrants of the Issuer (the “Craft Warrants” and together with the Craft Shares, the “Craft Securities”) issued and outstanding.
e. The Craft Securities are not listed on any stock exchange.
f. The FFCTO was issued due to the Issuer’s failure to file the following continuous disclosure materials as required by Ontario securities law:
(i) an interim financial report for the period ended March 31, 2024;
(ii) annual audited financial statements for the year ended December 31, 2023;
(iii) annual information form for the year ended December 31, 2023;
(iv) management’s discussion and analysis for the periods ended December 31, 2023 and March 31, 2024; and
(v) certification of the annual and interim filings for the periods ended December 31, 2023 and March 31, 2024
(collectively, the “Required Filings”).
g. Due to the auditor of the Issuer, GreenGrowth CPAs Inc., ceasing operations in Canada, the audit of the Issuer’s annual financial statements for the fiscal year ended December 31, 2023 could not be completed by the filing deadline.
h. The Issuer is seeking a partial revocation of the FFCTO solely to permit certain trades of its securities to complete the proposed arrangement in accordance via a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) pursuant to an arrangement agreement between the Issuer, Nano Cures International, Inc. (“Nano”), and 1441586 B.C. Unlimited Liability Company, dated September 27, 2023 (the “Arrangement Agreement”), whereby Nano would acquire all of the issued and outstanding Craft Securities.
i. The sale of the Craft Securities involves a trade of securities and/or acts in furtherance of trades such that the Arrangement cannot be completed without a partial revocation of the FFCTO.
j. Since the issuance of the FFCTO, there have been no material changes in the business, operations, or affairs of the Issuer which have not been disclosed by news release and/or material change report and filed on the Issuer’s SEDAR+ profile.
k. On December 12, 2023, at the annual general and special meeting of the Issuer (the “Meeting”): (i) the holders of the Craft Shares (the “Craft Shareholders”) approved the Arrangement by at least 66⅔% of votes cast by Craft Shareholders present in person or by proxy at the Meeting, and (ii) the holders of the Craft Securities (the “Craft Securityholders”) approved the Arrangement by at least 66⅔% of votes cast by Craft Securityholders present in person or by proxy at the Meeting.
l. On December 15, 2023, the Issuer obtained the final order from the Supreme Court of British Columbia approving the Arrangement.
m. Other than the Required Filings, the Issuer is not in default of any requirements of the Legislation. The Issuer’s SEDAR+ and SEDI profiles are up to date.
n. Upon issuance of the Partial Revocation Order, the Issuer will issue a press release announcing the Partial Revocation Order and the Issuer’s intention to complete the Arrangement, and that as material events transpire, the Issuer may issue appropriate press releases and file material change reports, as applicable, in accordance with the Legislation.
o. The Issuer intends to prepare and file the Required Filings and pay all outstanding fees within a reasonable period of time following completion of the Arrangement.
p. Upon completion of the Arrangement, the Issuer also intends to make an application to the Principal Regulator to cease to be a reporting issuer.
Order
The Principal Regulator is satisfied that a partial revocation order of the FFCTO 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 the FFCTO is partially revoked solely to permit the Arrangement provided that:
a) Prior to completion of the Arrangement, the Issuer will:
(i) provide Nano with a copy of the FFCTO;
(ii) provide Nano with a copy of this partial revocation order; and
(iii) obtain from Nano a signed and dated acknowledgement, which clearly states that all of the Craft Securities will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
b) The Issuer will make available a copy of the written acknowledgements referred to in paragraph 5(a)(iii) to staff of the Principal Regulator on request; and
c) This order will terminate on the earlier of (a) the closing of the Arrangement and (b) 90 days from the date hereof.
DATED this 1st day of August, 2024
“David Surat”
David Surat Manager, Corporate Finance Division Ontario Securities Commission OSC File#:2024/0437