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
August 14, 2025
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 AIM6 Ventures Inc. (the Filer)
Decision
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the requirement in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that financial statements required to be audited must be accompanied by an auditor's report that expresses an unmodified opinion does not apply to the auditor's report that accompanies the audited combined carve-out financial statements for the fiscal year ending December 31, 2023 (the Exemption Sought) of Infinity Group Construction Inc. (Infinity) and First Choice Maintenance Inc. (FCM), which will be subsidiaries of ElevateDesign Ventures Inc. (ElevateDesign) upon completion of the Filer's qualifying transaction (the Qualifying Transaction) with ElevateDesign.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, New Brunswick and Nova Scotia.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation existing under the laws of the Province of Ontario and a "Capital Pool Company" pursuant to Policy 2.4 – Capital Pool Companies (Policy 2.4) of the TSX Venture Exchange (the TSXV). The Filer was formed for the purpose of effecting a Qualifying Transaction.
On April 30, 2021, the Filer completed its initial public offering of common shares pursuant to a final long-form prospectus dated March 24, 2021.
The Filer's common shares are listed and posted for trading on the TSXV under the symbol "AIMF.P".
The Filer is a reporting issuer in the Jurisdiction, Alberta, British Columbia, New Brunswick and Nova Scotia.
The Filer entered into a letter of intent with ElevateDesign pursuant to which ElevateDesign proposes to be indirectly acquired by the Filer, and such transaction would constitute the Filer's Qualifying Transaction.
ElevateDesign is a corporation existing under the laws of the Province of Ontario and was incorporated on February 15, 2024. The head office and registered office of ElevateDesign is located at 10533 Keele Street, Maple, Ontario, L6Y 3A9.
Pursuant to a share purchase agreement dated February 14, 2025, ElevateDesign agreed to purchase Infinity and FCM (Infinity together with FCM, IF). IF is a national facility management business specializing in comprehensive solutions for national retailers and provides services ranging from small repairs to large-scale construction. IF's business is not seasonal.
ElevateDesign and IF are not reporting issuers in any jurisdiction nor are any class of their securities listed on a stock exchange.
ElevateDesign and IF are not in default of securities legislation in any jurisdiction of Canada.
Pursuant to Policy 2.4, the Filer is required to file a filing statement in accordance with TSXV Form 3B2 (the Filing Statement) providing disclosure on the business or businesses being acquired pursuant to the Qualifying Transaction and the business of the resulting issuer from the Qualifying Transaction.
In accordance with Item 45 of the Filing Statement, the financial statement disclosure of IF is required to be in accordance with National Instrument 41-101 - General Prospectus Requirements (NI 41-101), which includes two years of audited financial statements as well as comparative interim financial statements for the most recently completed interim period and management’s discussion and analysis (MD&A) related thereto (similar to what is required for an IPO venture issuer).
Item 32.1 (as modified by Item 32.4) of Form 41-101F1 - Information Required in a Prospectus (Form 41-101F1) requires a venture issuer to include financial statements of a business acquired by an issuer within two years before the date of the prospectus or proposed to be acquired if a reasonable investor reading the prospectus would regard the primary business of the issuer to be the business acquired.
Pursuant to Item 32.1 of Form 41-101F1, the Filer must include in the Filing Statement the prescribed financial statements and MD&A of IF on the basis that IF is proposed to be acquired and will become the "primary business" of ElevateDesign within the meaning of Form 41-101F1. Pursuant to International Financial Reporting Standards, the Filer is presenting the financial statements of IF on a combined basis within the Filing Statement, since IF operates under common control of the vendor.
To comply with item 32 of Form 41-101F1, the Filer's Filing Statement must include, among other things, audited annual financial statements of IF for the financial year ended December 31, 2023 (the 2023 Annual Financial Statements) and the audited annual financial statements for the financial year ended December 31, 2024 (the 2024 Annual Financial Statements).
In accordance with the disclosure requirements for a Filing Statement and section 3.3(1)(a)(i) of NI 52-107, the 2023 Annual Financial Statements must be accompanied by an auditor's report that expresses an unmodified opinion.
As a private entity, IF was not required to have, and did not have, audited financial statements, including the 2023 Annual Financial Statements, and as such did not have the necessary procedures in place during 2023 to support an audit of the 2023 Annual Financial Statements.
Although ElevateDesign and IF have incurred significant time and resources preparing the 2023 Annual Financial Statements using information that is presently available from IF and its former management, IF's independent auditors (the Auditors) have represented to ElevateDesign that they are unable to issue an unmodified audit opinion on the 2023 Annual Financial Statements of IF due to a lack of sufficient and appropriate underlying audit evidence over specific balances. In particular, the Auditors were not present during the December 31, 2022 and December 31, 2023 physical inventory observation, resulting in a lack of sufficient and appropriate audit evidence to support the valuation and existence of inventory as at January 1, 2023 (or satisfy them by alternate means), as well as costs of sales for the year ended December 31, 2023. IF did not maintain a perpetual inventory system and therefore valuation of inventory at January 1, 2023 and cost of sales for the year ended December 31, 2023 could not be properly tested by the Auditors and they were unable to determine whether any adjustments to inventory as at January 1, 2023 were needed. Since opening inventories affect the determination of the results of operations and cash flow, the Auditors were unable to determine whether any adjustments to the statement of income and other comprehensive income and cash flows might be necessary for the year ended December 31, 2023. As a result, the Auditors’ report for the 2023 Annual Financial Statements contains a modified opinion relating to the physical verification of inventory as at January 1, 2023 and December 31, 2023 (the Inventory Qualification). The preceding is the only modification in the Auditors’ report. The Auditors’ report for the 2024 Annual Financial Statements is not modified.
Subsection 5.8(2) of Companion Policy 41-101CP to NI 41-101 contemplates that relief may be granted to non-reporting issuers in appropriate circumstances to permit the auditor's report on financial statements to contain a modified opinion relating to opening inventory if there is a subsequent audited period of at least six months on which the auditor's report expresses an unmodified opinion and the business is not seasonal.
Decisions
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 the Exemption Sought is granted provided that:
(a) the Filer includes in the Filing Statement the 2024 Annual Financial Statements and 2023 Annual Financial Statements; and
(b) the only modification in the Auditors’ report on the 2023 Annual Financial Statements is the Inventory Qualification.
“Cameron McInnis” ”
Cameron McInnis
Chief Accountant
Ontario Securities Commission
OSC File #: 2025/0367