CannaRoyalty Corp. DBA Origin House – s. 1(6) of the OBCA
Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
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 CANNAROYALTY CORP. DBA ORIGIN HOUSE (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 subsection 1(1) of the OBCA.
2. The Applicant has an authorized capital consisting of an unlimited number of common shares (Common Shares), an unlimited number of class A compressed shares (Class A Shares), an unlimited number of subordinate voting shares (Subordinate Shares) and 2,000,000 special redeemable, voting, nonparticipating preference shares. As of the date of this application, 94,558,120 Common Shares are issued and outstanding.
3. The head office and registered office of the Applicant is located at 333 Preston Street, Preston Square Tower 1, Suite 610, Ottawa, Ontario, K1S 5N4.
4. On April 1, 2019, the Applicant entered into an arrangement agreement with Cresco Labs Inc. (Cresco), as amended on May 12, 2019, June 5, 2019, September 16, 2019 and November 12, 2019, pursuant to which, among other things, Cresco agreed to acquire all of the issued and outstanding securities of the Applicant by way of a court-approved plan of arrangement under the provisions of Section 182 of the OBCA (as amended, the Arrangement).
5. The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held on December 31, 2019.
6. The Arrangement was approved by a final order of the Ontario Superior Court of Justice (Commercial List) on January 6, 2020.
7. The Arrangement was completed on January 8, 2020. As a result of the Arrangement, each holder of the Common Shares became entitled to receive, in exchange for each Common Share held prior to the effective time of the Arrangement, 0.7031 subordinate voting shares of Cresco (Cresco Shares) for each Common Share held and each holder of the Class A Shares became entitled to receive, in exchange for each Class A Share held prior to the effective time of the Arrangement, 70.31 Cresco Shares for each Class A Share held.
8. In accordance with the terms of the Arrangement, following completion of the Arrangement and as of the date hereof, all of the issued and outstanding Common Shares of the Applicant are beneficially owned, directly or indirectly, by Cresco and no other shares of the Applicant are outstanding.
9. The Common Shares had been listed and posted for trading on the Canadian Securities Exchange (the CSE) under the symbol "OH" and on the OTCQX under the symbol "ORHOF". The warrants of the Applicant (the Warrants) had been listed and posted for trading on the CSE under the symbol "OH.WT". The Common Shares and the Warrants were delisted from the CSE as at the close of trading on January 9, 2020 and the Common Shares were delisted from the OTCQX as at the close of trading on January 10, 2020.
10. No securities of the Applicant, including debt securities, are listed, traded or quoted 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 Applicant has no intention to seek public financing by way of an offering of securities.
12. On January 28, 2020, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 -- Process for Cease to be a Reporting Issuer Applications.
13. The Applicant is not in default of any requirement of the securities legislation in any jurisdiction in Canada.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto on this 18th day of February, 2020.