`IN THE MATTER OF
THE SECURITIES LEGISLATION OF THE ONTARIO SECURITIES COMMISSION
(the Jurisdiction) AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS
AND
IN THE MATTER OF LIFESPEAK INC.
(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 Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan, and Yukon.
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 incorporated under the Canada Business Corporations Act (“CBCA”) with its head office located in Ontario at 2 Bloor Street West, Suite 1902, Toronto, Ontario, M4W 3E2.
On April 17, 2025, the Filer entered into an arrangement agreement (“Arrangement Agreement”) pursuant to which 1001180076 Ontario Inc., now continued under the CBCA as 17104944 Canada Inc. (the “Purchaser”) a newly-formed entity controlled by Daylight Holdings LP, by way of a court-approved statutory plan of arrangement under Section 192 of the CBCA (the “Arrangement”), acquired all of the issued and outstanding common shares in the capital of the Filer (“Common Shares”). The Common Shares were purchased from certain shareholders listed at schedule H of the Arrangement Agreement (collectively the “Rollover Shareholders”) for common shares in the Purchaser and from the remaining shareholders for cash consideration of $0.32 per Common Share (the “Transaction”).
On April 17, 2025, the Filer issued a news release, publicly announcing the Arrangement Agreement.
The Filer distributed the meeting materials (which included, among other things, the management information circular, notice of meeting, form of proxy and letter of transmittal) on or before May 30, 2025, to the beneficial and registered holders of Common Shares (the “Filer Shareholders”) and as well as to the directors and auditor of the Filer, and to the Director appointed under the CBCA, in connection with the special meeting of the Filer Shareholders that took place on June 23, 2025 (the “Meeting”) to consider the Arrangement, in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List) rendered May 21, 2025.
The full details of the Arrangement and the intention of the Filer to make an application to cease to be a reporting issuer were contained in the management information circular of the Filer dated May 21, 2025, a copy of which is available under the Filer’s profile at www.sedarplus.com.
Filer Shareholder approval of the Arrangement was obtained by the Filer at the Meeting, whereby (i) holders of 99.933% of the Common Shares represented at the Meeting voted in favour of resolutions to approve the Arrangement; and (ii) holders of 99.451% of the Common Shares represented at the Meeting whose votes may be included in determining if minority approval is obtained pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) voted in favour of resolutions to approve the Arrangement. Filer Shareholders holding an aggregate of 49,043,668 Common Shares, representing 82.934% of all issued and outstanding Common Shares, were present, in person or by proxy, at the Meeting.
The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on June 25, 2025. The Arrangement was completed on June 26, 2025. As a result of the Arrangement, each Filer Shareholder, other than the Rollover Shareholders, became entitled to receive, in exchange for each Common Share held immediately prior to the effective time of the Arrangement, $0.32 per Common Share.
On completion of the Arrangement the Filer issued a total of 16,363,635 warrants to certain Shareholders, exchangeable for common shares in the Purchaser.
Prior to the Arrangement, the Purchaser owned no Common Shares in the Filer. As of the date of this order, the Purchaser owns 100% of the Common Shares of the Filer.
The Filer has a credit agreement pursuant to which the Bank of Nova Scotia and Fédération des caisses Desjardins du Québec has made available to the Filer a $49,963,742 credit facility.
Other than the Common Shares and as noted in paragraph 8 and 10, there are no other securities, including debt securities, of the Filer issued or outstanding.
The shareholders of the Purchaser consists of the Rollover Shareholders, 1001180054 Ontario Inc. (“Canada Holdco”), and Michael Held, Nolan Bederman and each of the other 7 additional investors (collectively, the “Additional Investors” and together with Canada Holdco and the Rollover Shareholders, the “Shareholders”). Following completion of the Arrangement, the Shareholders became the indirect shareholders of the Filer.
The authorized and outstanding shares in the capital of the Purchaser consist of: (i) an unlimited number of Class A common shares (45,164,158 of which are outstanding and all of which are held by the Rollover Shareholders); (ii) an unlimited number of Class B common shares (none of which are outstanding); (iii) an unlimited number of Class C common shares (none of which are outstanding); (iv) an unlimited number of Class D common shares (none of which are outstanding); (v) an unlimited number of Class E common shares (none of which are outstanding); (vi) an unlimited number of Class F common shares (none of which are outstanding); (vii) an unlimited number of Class G common shares (none of which are outstanding); (viii) an unlimited number of Class H common shares (none of which are outstanding); (ix) an unlimited number of Class I common shares (none of which are outstanding); (x) an unlimited number of Class A preferred shares (36,693,927 of which are outstanding, all held by Beedie Capital); (xi) an unlimited number of Class B preferred shares (46,754,545 of which are outstanding, all held by Canada Holdco); (xii) an unlimited number of Class C Preferred Shares (3,454,543 of which are outstanding, all held by the Additional Investors).
The Filer has a total of 33 beneficial securityholders (directly or indirectly), comprised of: (i) 21 securityholders resident in Ontario; (ii) 2 securityholders resident in British Columbia; (iii) 2 securityholders resident in Quebec; and (iv) 8 securityholders resident in the United States.
The Arrangement contemplated the Rollover Shareholders enter into an unanimous shareholders ‘agreement. Such shareholders’ agreement became effective upon closing of the Arrangement and included private company restrictions on the transfer of the Common Shares of the Filer as contemplated by Section 2.4 of National Instrument 45-106 Prospectus Exemptions and consistent with a company intending to cease to be a reporting issuer.
The Filer is not eligible to surrender its status as a reporting issuer pursuant to the simplified procedure under section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (“NP 11-206”) as the Common Shares are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada.
But for the fact that the outstanding securities of the Filer are beneficially owned by more than 15 securityholders in Ontario, the Filer would be eligible for the simplified procedure set out in NP 11-206.
The Filer issued a news release on June 26, 2025 advising the Filer Shareholders that the Filer has applied to have the Common Shares delisted from the Toronto Stock Exchange (“TSX”) and that the Filer will apply under applicable Canadian securities laws to cease to be a reporting issuer.
The Common Shares were delisted from trading on the TSX following the close of trading on June 30, 2025.
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
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 has ceased to be 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.
The Purchaser is not in default of any requirement under securities legislation in any jurisdiction.
The Filer is not required to obtain any consents or approvals to cease to be a reporting issuer in any jurisdiction other than the Order Sought.
Upon the granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent 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.
DATED at Toronto on this 18th_ day of August, 2025.
“Lina Creta”
Lina Creta
Associate Vice President, Corporate Finance
Ontario Securities Commission OSC File# 2025/0406