Bedrocan Cannabis Corp. – s. 1(6) of the OBCA

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF BEDROCAN CANNABIS CORP. (the "Applicant")

ORDER (Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares, of which 75,705,000 are issued and outstanding, and an unlimited number of special shares, issuable in series, of which none are issued and outstanding (the "Bedrocan Shares").

2. The head office of the Applicant is located at Toronto-Dominion Centre, 77 King Street West, Suite 400, Toronto, ON M5K 0A1.

3. On August 28, 2015, Canopy Growth Corporation (formerly Tweed Marijuana Inc.) ("Canopy") completed the acquisition of the Applicant by way of plan of arrangement in accordance with Section 182 of the OBCA (the "Arrangement"). Pursuant to the Arrangement, Canopy acquired all of the issued and outstanding Bedrocan Shares for consideration of 0.4650 of a common share of Canopy (each whole common share, a "Canopy Share"). Pursuant to the Arrangement, each option to acquire a Bedrocan Share (a "Bedrocan Option") outstanding immediately prior to the effective time of the Arrangement (the "Effective Time") became exercisable following the Effective Time for 0.4650 of a Canopy Share in lieu of one Bedrocan Share. Subsequently, Canopy issued replacement options to all holders of the Bedrocan Options. Pursuant to the Arrangement, each holder of a warrant of the Applicant (a "Bedrocan Warrant") outstanding immediately prior to the Effective Time was entitled to receive, upon the subsequent exercise or conversion of such holder's Bedrocan Warrant(s) following the Effective Time 0.4650 of a Canopy Share in lieu of one Bedrocan Share such holder was otherwise entitled to receive under the Bedrocan Warrant(s). As of the date of this decision, the Bedrocan Warrants have either been exercised or expired pursuant to the terms thereof. The Arrangement was approved by the shareholders of the Applicant on August 24, 2015. Final court approval was received on August 26, 2015.

4. As of the date of this decision, all of the issued and outstanding securities of the Applicant are held by Canopy.

5. The Bedrocan Shares were delisted from the TSX Venture Exchange on August 31, 2015.

6. No securities of the Applicant, 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.

7. The Applicant is not in default of securities legislation in any jurisdiction.

8. The Applicant has no intention to seek public financing by way of an offering of securities.

9. The Applicant is not a reporting issuer, or the equivalent, in Ontario or in any other jurisdiction of Canada.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED at Toronto on this 20th day of May, 2016.

 

"Edward P. Kerwin"

Commissioner

Ontario Securities Commission

 

"Mary G. Condon"

Commissioner

Ontario Securities Commission