NewGrowth Corp. – s. 1(6) of the OBCA

Order

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the OBCA – relief granted.

Statutes Cited

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
NEWGROWTH CORP.
(the Applicant)

ORDER
(Subsection 1(6) of the OBCA)

                WHEREAS the Applicant has applied 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 WHEREAS the Applicant has represented to the Commission that:

1.             the Applicant is an “offering corporation” as defined in the OBCA;

2.             on June 26, 2019, all of the issued and outstanding Class A Capital Shares (Capital Shares) and Class B Preferred Shares, Series 3 (Preferred Shares) of the Applicant were redeemed (the Redemption);

3.             following the Redemption, the only issued and outstanding shares of the Applicant are now owned by NG Split Holdings Corp. (Class B Shares) and Scotia Managed Companies Administration Inc. (Class C Shares), and no other shares are currently issued and outstanding;

4.             the Applicant’s Capital Shares and Preferred Shares were de-listed from the Toronto Stock Exchange effective the close of trading on June 26, 2019;

5.             the Applicant has no intention to seek public financing by way of an offering of securities;

6.             on July 19, 2019, the Commission granted an application under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications and ordered, pursuant to subclause 1(10) (a) (ii) of the Securities Act (Ontario) that the Applicant is not a reporting issuer; and

7.             as a result of the Commission’s order, the Applicant is not a reporting issuer or the equivalent in any jurisdiction of Canada.

                AND WHEREAS the Commission being satisfied that to do so would not be prejudicial to the public interest;

                IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Filer is deemed to have ceased to be offering its securities to the public.

                DATED at Toronto on July 24, 2019.

“M. Cecilia Williams”
Commissioner
Ontario Securities Commission

“Garnet W. Fenn”
Commissioner
Ontario Securities Commission