IOU Financial Inc. and 9494-3677 Québec Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications - The issuer ceased to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

[Original text in French]

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF IOU FINANCIAL INC. (IOU) AND 9494-3677 QUÉBEC INC. (the Purchaser, and together with IOU, the Filers)

ORDER

Background

The securities regulatory authority or regulator in the Jurisdiction (the Decision Maker) has received an application from the Filers for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filers have ceased to be reporting issuers in all jurisdictions of Canada in which they are reporting issuers (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application,

(b) IOU has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 - Passport System (MI 11-102) is intended to be relied upon in each of Ontario, British Columbia and Alberta, and

(c) this order is the order of the principal regulator.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102 and, in Québec, Regulation 14-501Q Respecting Definitions have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filers:

(a) IOU is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

(b) the outstanding securities of IOU, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 security holders in total worldwide;

(c) no securities of IOU, 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 security where trading data is publicly reported;

(d) IOU is applying for an order that IOU has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;

(e) IOU is not in default of securities legislation in any jurisdiction;

(f) the Purchaser is not an OTC reporting issuer under Multilateral Instrument 51-105 - Issuers Quoted in the U.S. Over-the-Counter Markets;

(g) the outstanding securities of the Purchaser, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions of Canada and fewer than 51 security holders in total worldwide;

(h) no securities of the Purchaser, 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 security where trading data is publicly reported;

(i) the Purchaser is applying for an order that the Purchaser has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

(j) the Purchaser is not in default of securities legislation in any jurisdiction.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

OSC File #: 2023/0457