Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Issuer deemed to have ceased to be a reporting issuer -- Issuer meets requirements set out in CSA Staff Notice 12-307.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer.

October 22, 2014

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF NORTHAMPTON GROUP INC. (the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (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 in each Jurisdiction (the Exemptive Relief Sought).

Under the 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.

Interpretation

Terms defined in National Instrument 14-101 Definitions 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:

1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the OBCA).

2. The Filer's corporate and head office is located at 2601 Matheson Blvd. E. Suite #212, Mississauga, Ontario, L4W 5A8.

3. The Filer is a reporting issuer in the Jurisdictions.

4. The Filer's authorized share capital consists of an unlimited number of common shares and an unlimited number of preference shares of which 28,321,054 common shares and 5,500,000 preference shares are issued and outstanding. The Filer has no other securities issued and outstanding.

5. Pursuant to a statutory plan of arrangement effective September 25, 2014, all of the outstanding common shares and preference shares of the Filer were acquired by 2425138 Ontario Inc.

6. Prior to the transaction noted above, the common shares of the Filer were listed for trading on the TSX Venture Exchange (the TSXV) under the symbol "NHG".

7. The common shares of the Filer were delisted from the TSXV effective at the close of business on September 25, 2014.

8. The outstanding securities of the Filer, including debt securities, are now beneficially owned by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.

9. 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.

10. The Filer has no current intention to seek public financing by way of offering its securities in Canada.

11. The Filer is applying for a decision that it is not a reporting issuer in each of the Jurisdictions in which it is currently a reporting issuer.

12. The Filer is not currently in default of any of its obligations under the Legislation as a reporting issuer.

13. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer since the Filer did not surrender its status as a reporting issuer in British Columbia under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status (the BC Instrument) in order to avoid the 10-day waiting period under the BC Instrument.

Decision

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.

DATED this 22nd day of October, 2014.

"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission