Osisko Green Acquisition Limited

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that a SPAC is not a reporting issuer under applicable securities laws -- SPAC not eligible to use simplified procedure under NP 11-206 -- relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

November 21, 2023

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

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A
REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
OSISKO GREEN ACQUISITION LIMITED
(the "Filer")

ORDER

Background

The securities regulator in the Jurisdiction ("Decision Maker") has received an application from the Filer for an order under the securities legislation of the Jurisdiction (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 National Policy 11-206 -- Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a) the Ontario 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 Ontario, British Columbia, Alberta, Québec, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon, and Nunavut; and

(c) this order is the order of the principal regulator that evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

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

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

1. The Filer is a special purpose acquisition corporation governed by the Business Corporations Act (British Columbia) with its head office located at 155 University Avenue, Suite 1440, Toronto, Ontario, M5H 3B7 and its registered office located at 666 Burrard Street, Suite 2500, Vancouver, British Columbia, V6C 2X8.

2. The Filer is a special purpose acquisition corporation incorporated for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time.

3. The board of directors of the Filer has determined that an appropriate qualifying transaction cannot be identified and completed within the Filer's permitted timeline.

4. The Filer will be wound-up in accordance with its articles and the policies of the TSX.

5. In connection with the Filer's wind-up, the Filer's Class A Restricted Voting Shares were automatically redeemed in accordance with the Filer's constating documents on September 8, 2023 (the "Redemption") and concurrently delisted from the TSX.

6. In addition, on September 8, 2023, being the last day of the Filer's permitted timeline to complete a qualifying acquisition, all of the outstanding warrants of the Filer (the "Warrants") automatically terminate in accordance with their terms.

7. As of the date hereof, the Class A Restricted Voting Shares and Warrants are no longer available for trading on the TSX.

8. Following the Redemption and as of the date hereof, the Filer has no other outstanding securities, except for 6,454,250 Class B shares (the "Class B Shares") which are held by the Filer's sponsor, Osisko Green Sponsor Corp., and certain founding securityholders of the Filer (collectively, the "Founders").

9. The Class B Shares were subscribed by the Founders for a nominal value on per share basis with an aggregate subscription amount of $25,000, forming the initial investment required for a special purpose acquisition corporation in accordance with the policies of the TSX.

10. In accordance with the rules of the TSX and the agreements entered into between the Filer and each Founder, the Class B Shares are subject to restrictions on transfers and may not participate in the Redemption. Furthermore, in accordance with the Filer's constating documents, no additional Class B Shares may be issued.

11. As a special purpose acquisition corporation, the Filer has no active operations or business and following the Redemption, possesses nominal assets.

12. The number of holders, number of outstanding Class B Shares held in each jurisdiction, and percentage of the outstanding Class B Shares held in each jurisdiction are as follows (all held by the Founders):

JurisdictionNumber of HoldersNumber of Class B Shares HeldPercentage of Outstanding Securities
 
Alberta2521,9528.1%
 
British Columbia242,6540.7%
 
Ontario302,903,85045.0%
 
Québec91,578,20624.5%
 
Cayman Islands4168,3722.6%
 
Hong Kong1597,1589.3%
 
United States2642,0589.9%
 
TOTAL506,454,250100%

13. As of the date hereof, no securities of the Filer are listed on any exchange.

14. The Filer is a reporting issuer under the securities legislation in the Jurisdictions.

15. The Filer is not eligible to surrender its status as a reporting issuer pursuant to the simplified procedure in NP 11-206 because its outstanding Class B Shares are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdiction of Canada. The outstanding Class B Shares are beneficially owned, directly or indirectly, by fewer than 51 securityholders in total worldwide.

16. The Filer is a reporting issuer under the securities legislation in the Jurisdictions.

17. Upon the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

18. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

19. No securities of the Filer 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.

20. The Filer has no intention to seek public financing by way of an offering of securities.

21. The Filer is not in default of any of its obligations under securities legislation in any jurisdiction.

Order

The Decision Maker 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 Maker under the Legislation is that the Order Sought is granted.

"Marie-France Bourret"
Manager, Corporate Finance
Ontario Securities Commission

OSC File #: 2023/0522