National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer in default of its obligation to file and deliver its annual financial statements and related management's discussion and analysis -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer.
June 24, 2014
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, ALBERTA AND QUÉBEC (THE JURISDICTIONS) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF NATUNOLA AGRITECH INC. (THE FILER)
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer (the Exemptive Relief Sought).
Under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is an amalgamated entity formed on February 7, 2014 pursuant to Articles of Amalgamation filed in connection with an amalgamation agreement dated the same date.
2. The Filer is the entity resulting from the amalgamation (the Amalgamation) of Natunola AgriTech Inc. and 8716137 Canada Inc. (PrivateCo), a private entity controlled by Avrio Ventures Limited Partnership (Avrio), under the Canada Business Corporations Act (the CBCA), and continues to operate under the name "Natunola AgriTech Inc.". References to "the Filer" refer to Natunola AgriTech Inc. following the Amalgamation. References to "FormerCo" refer to Natunola AgriTech Inc. prior to the Amalgamation.
3. The head office of the Filer is located at 661 St. Lawrence Street, Winchester, Ontario, K0C 2K0, Canada.
4. The Filer is a reporting issuer in each of the Jurisdictions.
5. The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.
6. FormerCo entered into a merger agreement with PrivateCo on December 30, 2013 contemplating the proposed Amalgamation. The terms of the Amalgamation were duly approved by the shareholders of FormerCo, in accordance with the requirements of the CBCA and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, at a special meeting of shareholders of FormerCo held on January 31, 2014. The Amalgamation closed on February 7, 2014.
7. Under the Amalgamation, all existing shares of FormerCo were exchanged and redeemed (for cash or a promissory note from the Filer), with the exception of the shares held by Avrio and FormerCo's President and Chief Executive Officer (Dr. Nam Fong Han), which were exchanged on a one for one basis for common shares of the Filer. All existing options to purchase shares of FormerCo were cancelled. All warrants to purchase shares of FormerCo were cancelled, except for a total of 3,981,771 warrants which were rolled over into warrants of the Filer.
8. The Filer became a reporting issuer through the completion of the Amalgamation.
9. The shares of FormerCo were delisted from the TSX Venture Exchange effective at the close of business on February 21, 2014. No securities of the Filer are traded on, or listed or quoted on, any exchange or market.
10. 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.
11. 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.
12. The Filer has no current intention to seek public financing by way of an offering of securities.
13. The Filer has provided the notice contemplated by British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status to the British Columbia Securities Commission (the BCSC). The Filer received confirmation from the BCSC that it has ceased to be a reporting issuer in British Columbia effective March 21, 2014.
14. The Filer is not in default of its obligations under the Legislation as a reporting issuer, except for its obligation to file its annual financial statements and its management's discussion and analysis in respect of such statements for the year ended December 31, 2013, and its interim financial statements and its management's discussion and analysis in respect of such statements for the period ended March 31, 2014, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Filings).
15. The Filer is not eligible to use the simplified procedure under the Canadian Securities Administrators Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because it is currently in default of its obligation to file the Filings under the Legislation of the Jurisdictions, as described above.
16. The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Exemptive Relief Sought.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.