Loop Energy Inc.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Securities Act, s. 88 -- Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents and it has contravened terms of a failure-to-file cease trade order.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- filer became wholly-owned subsidiary of another company as a result of insolvency proceedings.
Applicable Legislative Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 88.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
Citation: 2025 BCSECCOM 18
January 13, 2025
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA AND ONTARIO
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS
AND
IN THE MATTER OF
LOOP ENERGY INC.
(the Filer)
ORDER
Background
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer 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 Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador,
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Interpretation
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer's head office is located in British Columbia;
2. the Filer is a reporting issuer in British Columbia, Ontario, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador;
3. the Filer is an issuer existing under the Business Corporations Act (British Columbia);
4. on July 17, 2024, the Filer initiated proposal proceedings under the Bankruptcy and Insolvency Act (Canada) (the Bankruptcy Act) in the Supreme Court of British Columbia (the Court);
5. on August 20, 2024, the British Columbia Securities Commission issued a failure-to-file cease trade order (the FFCTO) as a result of the Filer's failure to file the following continuous disclosure for the interim period ended June 30, 2024 (the Required Records):
(a) interim financial statements;
(b) the related management's discussion and analysis; and
(c) certification of interim filings;
6. the Filer's failure to file the Required Records was a result of the financial distress that led to the Filer initiating proceedings under the Bankruptcy Act;
7. the common shares of the Filer were delisted from the Toronto Stock Exchange on September 3, 2024 and also removed from the OTC Pink Market in the United States on September 3, 2024;
8. on October 29, 2024, the Court approved and granted a reverse vesting order (the RVO) pursuant to which the Court approved, among other things, a proposal (the Proposal) to cancel all existing securities in the Filer and to issue new equity interests in the Filer in exchange for a capital injection from a prospective purchaser;
9. the Proposal was funded from the proceeds of a Subscription Agreement between the Filer and Teralta Hydrogen Solutions Inc. (the Purchaser) dated October 28, 2024 (the Subscription Agreement);
10. on November 1, 2024, the Filer completed the various transactions under the Proposal and the Subscription Agreement (collectively, the Transactions), which were effected in accordance with their terms and pursuant to the provisions of the RVO;
11. as a result of the Transactions, among other things, all outstanding equity interests, including shares, convertible securities, or any other rights or interests to purchase the same, of the Filer were deemed cancelled for no consideration;
12. the Purchaser was issued 1,000,000 common shares of the Filer pursuant to the Transactions to become the sole securityholder of the Filer, and the Filer does not have any other securities issued and outstanding;
13. no securities of the Filer, 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 securities where trading data is publicly reported;
14. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
15. the outstanding securities of the Filer, 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 securityholders in total worldwide;
16. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
17. the Filer is not in default of securities legislation in any jurisdiction, other than:
(a) the defaults that led to the issuance of the FFCTO and its obligations to file on or before November 29, 2024 its interim financial statements and related management's discussion and analysis for the three months ended September 30, 2024 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Subsequent Records), and
(b) conducting the Transactions without a partial revocation of the FFCTO
(collectively, the Defaults);
18. the Filer's failure to file the Subsequent Records was a result of financial distress;
19. the Filer has requested a full revocation of the FFCTO;
20. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications due to the Defaults;
21. the Filer has no current intention to seek public financing by way of an offering of securities in Canada or elsewhere or to make or maintain a market in securities of the Filer; and
22. upon the granting of the Order Sought, the Filer will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.
Order
¶ 4 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.
"John Hinze"
Director, Corporate Finance
British Columbia Securities Commission
OSC File #: 2024/0643