Securities Law & Instruments


Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under British Columbia Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF
R.R.O 1990, REGULATION 289/00, AS AMENDED
(the REGULATION) MADE UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c.B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
APPLIED INVENTIONS MANAGEMENT CORP.

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Applied Inventions Management Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission’s consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

                AND UPON considering the application and the recommendation of the staff of the Commission;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is an offering corporation under the OBCA. The Applicant was incorporated under the OBCA pursuant to a Certificate of Incorporation dated July 12, 1989.

2.             The Applicant does not have any securities listed on any stock exchange. As of October 5, 2018, the Applicant had 1,138,435 Subordinate Voting Shares, 7,839,599 Class B Multiple Voting Shares, and no Preference Shares issued and outstanding.

3.             The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue under the Business Corporations Act (British Columbia), S.B.C. 2002. C.57 (the BCBCA).

4.             The Application for Continuance is being made in connection with a proposed business combination structured as a “three cornered” amalgamation (the Proposed Transaction) involving the Applicant, Acreage Finco B.C. Ltd., a corporation incorporated under the laws of British Columbia (Finco) and HSCP Merger Corp., a wholly-owned subsidiary of the Applicant (Subco) incorporated under the laws of British Columbia, pursuant to which Finco and Subco will amalgamate and the amalgamated company will become a wholly owned subsidiary of the Applicant and the Finco shareholders will receive shares of the Applicant. Pursuant to the Proposed Transaction, the name of the Applicant will be changed to “Acreage Holdings, Inc.”

5.             The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

6.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). The Applicant is not a reporting issuer in any jurisdiction other than Ontario and will remain a reporting issuer in Ontario following the proposed Continuance.

7.             The Applicant is not in default of any of the provisions of the OBCA or the Act, including the regulations made thereunder.

8.             The Applicant is not subject to any proceeding under the OBCA or the Act.

9.             The Commission is the principal regulator of the Applicant and will continue to be its principal regulator after the proposed Continuance.

10.          The Applicant’s registered office and head office is currently in Ontario. Following the proposed Continuance, the Applicant’s registered office will be moved to British Columbia and its head office will be moved to New York.

11.          The Applicant’s management information circular dated October 5, 2018, as amended, for its annual general and special meeting of shareholders, held on November 6, 2018 (the Shareholders Meeting) described the proposed Continuance, disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant’s shareholders under section 185 of the OBCA.

12.          The Applicant’s shareholders approved the proposed Continuance at the Shareholders Meeting by a special resolution that was approved by 99.992% of the votes cast (99.356% excluding persons who were precluded from voting); no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13.          Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

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

                THE COMMISSION CONSENTS to the continuance of the Applicant under the BCBCA.

                DATED at Toronto, Ontario this 6th day of November 2018.

“Garnet Fenn”
Commissioner
Ontario Securities Commission
“Robert P. Hutchison”
Commissioner
Ontario Securities Commission