Antibe Therapeutics Inc.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- application for full revocation of failure-to-file cease trade order -- issuer cease traded due to failure to file with the Commission annual information form, audited annual financial statements, interim financial statements, related management's discussion and analysis and related certifications -- issuer has completed a court-approved transaction under a receivership -- issuer has applied for a full revocation of the cease trade order -- issuer is also seeking to cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer -- full revocation of the failure-to-file cease trade order granted.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

April 28, 2025

ANTIBE THERAPEUTICS INC.

REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF ONTARIO
(the Legislation)

BACKGROUND

Antibe Therapeutics Inc. (the "Issuer") is subject to a failure-to-file cease trade order (the "FFCTO") issued by the Ontario Securities Commission (the "Principal Regulator") on July 10, 2024.

The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.

INTERPRETATION

Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

REPRESENTATIONS

This decision is based on the following facts represented by the Issuer:

1. The Issuer was incorporated under the Business Corporations Act (Ontario) on May 5, 2009.

2. The Issuer is a reporting issuer in each of the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (the "Reporting Jurisdictions"). The Issuer is not a reporting issuer in any other jurisdiction in Canada.

3. The registered and head office of the Issuer is located at 130 East Dr, Brampton, Ontario L6T 1C1.

4. The business of the Issuer is research and development in the physical, engineering and life sciences space. More specifically, the Issuer is a clinical stage biotechnology company that develops novel pain and inflammation-reducing drugs.

5. The authorized share capital of the Issuer consists of an unlimited number of common shares (the "Common Shares"). As at the date hereof, there are 100 Common Shares issued and outstanding. The Issuer has no other outstanding securities (including debt securities).

6. The Common Shares were listed on the Toronto Stock Exchange (the "TSX") under the trading symbol "ATE". The Common Shares were suspended from trading on the TSX in connection with the FFCTO and were delisted from the TSX on May 24, 2024.

7. The FFCTO was issued as a result of the Issuer's failure to file the following continuous disclosure materials as required by applicable Canadian securities laws:

(a) audited annual financial statements for the year ended March 31, 2024;

(b) management's discussion and analysis for the year ended March 31, 2024;

(c) the annual information form for the year ended March 31, 2024; and

(d) certifications of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109");

(collectively, the "Unfiled Documents").

8. In addition to the Unfiled Documents, the Issuer has also not filed the following documents:

(a) interim financial statements for the three, six and nine month periods ending June 30, 2024, September 30, 2024 and December 31, 2024, respectively (the "2024 Interim Financial Statements");

(b) management's discussion and analysis relating to the 2024 Interim Financial Statements;

(c) certification of the 2024 Interim Financial Statements as required by NI 52-109; and

(d) any other continuous disclosure documents required to be filed by applicable Canadian securities laws since the date of the FFCTO.

(all such documents, together with the Unfiled Documents, the "Unfiled Disclosure").

9. On March 28, 2024, the Issuer was served with a notice of application by Nuance Pharma Limited ("Nuance") seeking, inter alia, recognition of an unsecured arbitration award totaling approximately USD $24 million made against the Issuer in favor of Nuance and the appointment of a receiver (the "Nuance Notice"). The Nuance Notice was served in connection with the license agreement dated February 9, 2021 between Nuance and the Issuer (the "License Agreement") whereby Nuance claimed fraudulent misrepresentation of the License Agreement.

10. As a result of the Nuance Notice, the Issuer obtained creditor protection under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") on April 9, 2024, for an initial order (the "Initial Order") which was granted by the Superior Court of Justice (Commercial List) (the "Court"). Pursuant to the Initial Order, the Court, inter alia, granted a "stay of proceedings" against the Issuer, its directors and officers until April 18, 2024, and appointed Deloitte Restructuring Inc. as monitor of the Issuer under the CCAA Proceedings (the "CCAA Proceedings").

11. On April 22, 2024, the Court issued an endorsement terminating the CCAA Proceedings and confirming the appointment of FTI Consulting Canada Inc., as the court-appointed receiver and manager of the Filer (the "Receiver"), without security, of the Issuer's assets, undertakings and properties (the "Receivership").

12. On June 24, 2024, the Court granted an order that authorized and directed the Receiver and Bloom Burton Securities Inc., as financial advisors to take such steps as they deem necessary or advisable to carry out the sale of all or part of the Issuer's property and assets (the "Sale Process").

13. On January 15, 2025, in furtherance of the Sale Process, the Issuer announced that it had entered into a transaction agreement (the "Transaction Agreement") with Taro Pharmaceutical Inc. (the "Purchaser") whereby upon completion of the transaction contemplated by the Transaction Agreement, the Purchaser will own all of the issued and outstanding equity shares in the Issuer. The Purchaser is an arm's length party to the Issuer.

14. On January 29, 2025, the Court granted an order under section 101 of the Courts of Justice Act (the "Approval and Reverse Vesting Order") pursuant to which, inter alia, the Court: (i) approved the Transaction Agreement and the transactions contemplated therein (the "Transaction"); (ii) added 1001138302 Ontario Ltd. ("Residual Co") as part of the Receivership; (iii) authorized the transfer and vesting of all of the right and title and interest of the Issuer in certain excluded assets and liabilities in Residual Co; (iv) authorized the Issuer to file articles of reorganization or such other instruments, as applicable; (v) authorized and directed the Issuer to issue an aggregate of 100 newly issued common shares (the "Purchased Shares") to the Purchaser; and (vi) authorized the termination and cancellation of all of the equity interests of the Issuer for no consideration (the "Old Equity Interests").

15. Pursuant to the Approval and Reverse Vesting Order, having been advised of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions relating to the requirement for "minority" shareholder approval in certain circumstances, the Court ordered that no meeting of shareholders or other holders of equity interests of the Issuer is required to complete the Transaction.

16. Pursuant to the Approval and Reverse Vesting Order, the Court ordered that no approval, authorization or other action by or notice to or filing with any governmental authority or regulatory body exercising jurisdiction in respect of the Issuer is required to be held in respect of the Transaction.

17. Residual Co is a wholly-owned subsidiary of the Receiver, who holds the shares of Residual Co in trust for the claimants. The Issuer does not have any subsidiaries.

18. In connection with carrying out the Sale Process and obtaining the Approval and Reverse Vesting Order, the Issuer has engaged in certain acts in furtherance of trades in the securities of the Issuer, including its entry into the Transaction Agreement (the "Acts"), which Acts were taken at the direction of, and with the approval of, and under the supervision of, the Court.

19. On March 7, 2025, the Issuer received a partial revocation order (the "Partial Revocation Order") from the Principal Regulator to enable the Issuer to complete the Transaction.

20. The Issuer has satisfied every condition of the Partial Revocation Order.

21. The Transaction was completed on March 17, 2025.

22. Immediately prior to the closing of the Transaction, the issued and outstanding capital of the Issuer consisted of 52,651,259 Common Shares, 2,440,112 stock options, 3,488,930 restricted share units and 6,485,706 warrants outstanding. All of these securities constitute the Old Equity Interests.

23. As a result of the completion of the Transaction, the only outstanding securities of the Issuer are the Purchased Shares held by the Purchaser. The Issuer has no other outstanding securities (including debt securities). The rights of the shareholders of the Issuer are governed by and subject to the Issuer's share terms, which are set forth in the articles of the Issuer.

24. The holders of the Old Equity Interests ceased to have any economic interest in the Issuer upon completion of the Transaction.

25. On March 18, 2025, the Issuer disseminated a news release announcing the completion of the Transaction and filed such news release as well as a material change report on the Issuer's profile on SEDAR+.

26. The Receiver, for and behalf of Residual Co, will file an assignment in bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada).

27. The Issuer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than the Acts and its obligations to complete and file the Unfiled Disclosure.

28. The Issuer has filed a passport application with the Principal Regulator, as principal regulator, for an order pursuant to subparagraph 1(10)(a)(ii) of the Legislation to cease to be a reporting issuer in the Reporting Jurisdictions (the "Cease Reporting Relief").

29. The Issuer expects the Cease Reporting Relief to be granted on the same date as this decision.

30. Upon the granting of the Cease Reporting Relief, the Issuer will not be a reporting issuer in any jurisdiction in Canada.

31. The Issuer acknowledges that, in granting the relief sought, the Principal Regulator is not expressing any opinion or approval as to the terms of the Transaction.

ORDER

The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked as of the date on which the Issuer ceases to be a reporting issuer under the Legislation.

DATED this 28th day of April, 2025.

"Erin O'Donovan"
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2025/0109