Next Edge Capital Corp. et al.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted under subsection 62(5) of the Securities Act to permit the extension of a prospectus lapse date by 178 days to facilitate the consolidation of the Fund's prospectus with the prospectus of other funds under common management -- No conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).
March 24, 2025
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction)
AND
IN THE MATTER OF PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF NEXT EDGE CAPITAL CORP. (the Filer)
AND
CMP NEXT EDGE RESOURCE CORP. (the Fund)
AND
NEXT EDGE BIOTECH AND LIFE SCIENCES OPPORTUNITIES FUND
NEXT EDGE STRATEGIC METALS AND COMMODITIES FUND
VERITAS NEXT EDGE PREMIUM YIELD FUND (the Other Funds) (the Fund and the Other Funds collectively referred to as the Funds)
DECISION
Background
The Ontario Securities Commission (the Principal Regulator) in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the Principal Regulator (the Legislation) that the time limits for the renewal of the simplified prospectus of the Fund with a current lapse date of April 26, 2025 be extended to the time limits that would be applicable as if the lapse date of the simplified prospectus of the Fund was October 21, 2025, in order for the lapse date of the simplified prospectus of the Fund to align with the lapse date of the simplified prospectus of the Other Funds (the Exemption Sought).
In accordance with subsection 4.7(2) of Multilateral Instrument 11-102 Passport System (MI 11-102), the Filer has provided notice to the Principal Regulator that subsection 4.7(1) of MI 11-102 is intended to be relied upon by the Filer and the Fund in each of the other provinces and territories of Canada.
Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is the manager and the advisor of the Fund. The Filer is a corporation incorporated under the laws of Canada. The Filer's registered head office is located in Toronto, Ontario.
2. On December 30, 2024, the Filer entered into an assignment and assumption agreement pursuant to which the management agreement in respect of the Fund was assigned to the Filer by Goodman & Company, Investment Counsel.
3. The Filer is also the manager of the Other Funds, which are offered in each of the Jurisdictions under a simplified prospectus with a lapse date of October 21, 2025.
4. The Filer is registered as (a) a portfolio manager in Ontario and Alberta, (b) an investment fund manager in Ontario, Quebec and Newfoundland and Labrador and (c) an exempt market dealer in all Jurisdictions other than Prince Edward island.
5. The Filer and the Fund are not in default of any of the requirements of the Legislation.
6. The Fund is a mutual fund organized as a class of shares of CMP Next Edge Resource Corp., a corporation governed by the laws of the Province of Ontario and is a reporting issuer as defined in the securities legislation of each of the Jurisdictions.
7. The Fund currently distributes securities in the Jurisdictions under the simplified prospectus dated April 26, 2024 as amended on December 9, 2024 and January 9, 2025 (Amendment No. 2) (the Current Prospectus).
8. Pursuant to the Legislation, the lapse date for the distribution of securities under the Prospectus is April 26, 2025.
9. Pursuant to the Legislation, in order to renew the Current Prospectus the following matters (among others) are required in order for the Fund to be eligible to rely on the provisions deeming continuous prospectus qualification contained in section 2.5(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure and section 62(2) of the Securities Act (Ontario): (i) the Fund files a pro forma simplified prospectus at least 30 days prior to the Lapse Date; (ii) the final simplified prospectus is filed no later than 10 days after the Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained within 20 days of the Lapse Date.
10. The Filer wishes to combine the Current Prospectus with the simplified prospectus of the Other Funds in order to reduce renewal, printing and related costs and intends to file the pro forma simplified prospectus and final simplified prospectus of the Fund and the Other Funds as though the lapse date of such funds is October 21, 2025.
11. There have been no material changes in the affairs of the Fund since the date of Amendment No. 2. Accordingly, the Current Prospectus and current fund facts document(s) of the Fund continue to provide accurate information regarding the Fund.
12. The Exemption Sought will not affect the accuracy of the information contained in the Current Prospectus or the fund facts document(s) of the Fund and therefore will not be prejudicial to the public interest.
13. Given the disclosure obligations of the Filer and the Fund, should any material change in the business, operations or affairs of the Fund occur, the Current Prospectus and current fund facts document(s) of the Fund will be amended as required under the securities legislation of the Jurisdictions.
14. New investors of the Fund will receive delivery of the most recently filed fund facts document(s) of the Fund. The Current Prospectus of the Funds will remain available to investors upon request.
15. If the Exemption Sought is not granted, it will be necessary to renew the Current Prospectus twice within a short period of time in order to consolidate the Current Prospectus with the simplified prospectus of the Other Funds, and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Exemption Sought.
Decision
The principal regulator is satisfied that the 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.
Application File #: 2025/0129
SEDAR+ File #: 6249842