Echelon Wealth Partners Inc. and Ventum Financial Corp.

Headnote

Multilateral Instrument 11-102 Passport System, National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and National Instrument 33-109 Registration Information (NI 33-109) -- relief from certain filing requirements in relation to the bulk transfer of business locations and registered individuals in accordance with section 3.4 of Companion Policy 33-109CP to NI 33-109, as a result of an amalgamation.

June 20, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO
(the "Jurisdiction")

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
ECHELON WEALTH PARTNERS INC. ("EWPI")
AND
VENTUM FINANCIAL CORP. ("Ventum")
(collectively, the "Filers")

DECISION

Background

The securities regulatory authority or regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the "Legislation") for relief from the requirements contained in sections 2.2, 2.3, 3.2 and 4.2 of National Instrument 33-109 Registration Information ("NI 33-109") pursuant to section 7.1 of NI 33-109 to allow the bulk transfer (the "Bulk Transfer") of the securities registration of all of the EWPI Registrants (as defined below) and EWPI Locations (as defined below) to Ventum as a result of the Amalgamation (as defined below) of EWPI and Ventum, which is expected to occur on June 24, 2024 (the "Amalgamation Date") in accordance with section 3.4 of the Companion Policy to NI 33-109 (the "Exemption Sought").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application ("Principal Regulator"); and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 -- Passport System ("MI 11-102") is intended to be relied upon in each of the other provinces and territories of Canada outside Ontario.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

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

Echelon Wealth Partners Inc. -- Amalgamating Corporation

1. EWPI is a corporation amalgamated under the Business Corporations Act (Ontario). Its head office is located at 181 Bay Street, Suite 2500, Toronto, Ontario M5J 2T3.

2. EWPI is registered under the applicable Canadian securities laws as an investment dealer in each of the provinces and territories of Canada (the "Jurisdictions") and as a derivatives dealer in Quebec. EWPI is also a dealer member of the Canadian Investment Regulatory Organization ("CIRO"). EWPI's National Registration Database ("NRD") number is 32420.

3. EWPI is an affiliate of Ventum and is a wholly-owned subsidiary of 1-UP Holdings Corp. ("1-UP").

4. EWPI currently has approximately 140 registered and permitted individuals (collectively, the "EWPI Current Registrants").

5. EWPI currently operates from 10 locations across Canada, however, on Amalgamation, EWPI's Vancouver branch will close and the EWPI Registrants in that location will be transferred to Ventum's Location in Vancouver, leaving EWPI with 9 locations across Canada (the "EWPI Locations").

6. Prior to the Amalgamation, certain of the EWPI Current Registrants will be transferred to Highgate Group Inc., another wholly owned subsidiary of 1-UP and an affiliate of EWPI and Ventum that is also a dealer member of CIRO (the "EWPI Transferring Registrants") such that at the time of the Amalgamation EWPI will have approximately 110 registered and permitted individuals (the "EWPI Registrants"). The EWPI Registrants being the EWPI Current Registrants less the EWPI Transferring Registrants.

7. EWPI is not in default of the securities legislation in any of the Jurisdictions.

Ventum Financial Corp. -- Amalgamating Corporation

8. Ventum is a corporation continued under the Business Corporations Act (Ontario). Its head office is located at 40 King Street West, Suite 3401, Toronto, ON M5H 3Y2.

9. Ventum is registered under the applicable Canadian securities laws as an investment dealer in each of the Jurisdictions, as a futures commission merchant in Ontario and Manitoba and as a derivatives dealer in Quebec. Ventum is also a dealer member of CIRO. Ventum's NRD number is 5290.

10. Ventum is an affiliate of EWPI and is also a wholly-owned subsidiary of 1-UP.

11. Ventum has approximately 170 registered and permitted individuals (collectively, the "Ventum Registrants").

12. Ventum currently operates from 10 locations across Canada, however, on Amalgamation, Ventum's Toronto and Victoria branches will close and the Ventum Registrants in those locations will transfer to EWPI's Locations in Toronto and Victoria respectively, leaving Ventum with 8 locations across Canada (the "Ventum Locations" and together with the EWPI Locations the "Locations").

13. Ventum is not in default of the securities legislation in any of the Jurisdictions.

The Amalgamation and Bulk Transfer

14. As contemplated at the time of the business combination, EWPI and Ventum now wish to conduct the Amalgamation. A separate application requesting the approval of the Amalgamation has been filed pursuant to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

15. The amalgamation of EWPI and Ventum is anticipated to be a horizontal short-form amalgamation pursuant to section 177(2) of the Business Corporations Act (Ontario) (the "Amalgamation").

16. CIRO has approved the amalgamated entity to carry on under the name Ventum Financial Corporation ("Amalco") and NRD Number (5290).

17. The sole shareholder of Amalco will be the same as the current sole shareholder of each of EWPI and Ventum (i.e., 1-UP). 1-UP will own all of the issued and outstanding common shares of Amalco. As such there will be no change of control over both of EWPI and Ventum.

18. The head office of Amalco, which will continue using the name Ventum Financial Corp. or Ventum, will be located at EWPI's current head office, which is 181 Bay Street, Suite 2500, Toronto, Ontario M5J 2T3.

19. As a result of the Amalgamation, all individuals that fall within clause (a) of the definition of "registered individual" under NI 31-103 currently registered with EWPI, as well as the EWPI Locations, will be transferred to Amalco through the Bulk Transfer. All of the current registrable activities of EWPI will become the responsibility of Amalco.

20. Also on the Amalgamation Date, EWPI's Vancouver location will be closed and the current EWPI Registrants located in this office will be consolidated into Ventum's Vancouver location. Similarly, on the Amalgamation Date the current Ventum locations in Toronto and Victoria will be closed, and the Ventum Registrants located in Ventum's Toronto and Victoria locations will be consolidated into the current EWPI locations in Toronto and Victoria, respectively. As such, on Amalgamation, Amalco will operate from 17 Locations.

21. The registered individuals transferred to Amalco will carry on the same registrable activities carried on by them at EWPI.

22. The Amalgamation and Bulk Transfer are both scheduled to occur on the Amalgamation Date.

Submissions in support of the Exemption Sought

23. Subject to obtaining the Exemption Sought, no disruption in the services provided by EWPI Registrants or Ventum Registrants to their clients is anticipated as a result of the Amalgamation.

24. Following the Amalgamation, Amalco will conduct the same operations, essentially in the same manner, and with essentially the same personnel and compliance staff as the Filers conducted prior to the Amalgamation.

25. The Exemption Sought will not have any negative consequences on the ability of EWPI or Ventum to comply with any applicable regulatory requirements or the ability to satisfy any obligations in respect of their respective clients.

26. Given the number of EWPI Registrants and EWPI Locations to be transferred from EWPI to Amalco on the Amalgamation Date, it would be unduly time consuming and difficult to transfer each of the EWPI Registrants and EWPI Locations through NRD in accordance with the requirements of NI 33-109 if the Exemption Sought is not granted.

27. Both Filers are generally registered in the same categories of registration in the same Jurisdictions, with the sole exception being Ventum's futures commission merchant registration in Ontario and Manitoba, affording the opportunity to seamlessly transfer the EWPI Registrants and EWPI Locations to Amalco on the Amalgamation Date by way of Bulk Transfer and thereby ensuring that there is no interruption in registration.

28. On the Amalgamation Date, all of the EWPI Registrants and EWPI Locations will be transferred to Ventum by way of Bulk Transfer. The EWPI Registrants and the Ventum Registrants will be the only registrants of Amalco and the Locations will be the only branches of the Amalco.

29. Accordingly, the transfer of registrations of the EWPI Registrants and the EWPI Locations on the Amalgamation Date by means of Bulk Transfer can be implemented in a relatively simple manner without any significant disruption to the registrable activities of the EWPI Registrants and Ventum Registrants, the Locations, EWPI, Ventum or Amalco, and will be easier to administer than having to transfer the registration of each of the EWPI Registrants and EWPI Locations on an individual basis.

30. Allowing the Bulk Transfer of the EWPI Registrants and EWPI Locations to occur on the Amalgamation Date will benefit (and have no detrimental impact on) the clients of the EWPI Registrants and Ventum Registrants by facilitating seamless service on the part of both the EWPI Registrants and Ventum Registrants.

31. The Exemption Sought complies with the requirements of, and the reasons for, a bulk transfer as set out in Section 3.4 of the Companion Policy to NI 33-109 and Appendix D thereto and is similar to previous exemptions granted in similar circumstances.

32. The Exemption Sought will not be prejudicial to the public interest and will have no negative consequence on the ability of the Filers to comply with all applicable regulatory requirements or the ability to satisfy obligations to their clients.

Decision

The Principal Regulator is satisfied that the following decision 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 Exemption Sought is granted.

OSC File #: 2024/0112