Plus Products Inc.
Headnote
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- issuer deemed to be no longer a reporting issuer under securities legislation.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
July 22, 2022
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 PLUS PRODUCTS 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; and
(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 was incorporated under the Business Corporations Act (British Columbia) (the BCBCA) on March 29, 2018;
2. the Filer's head office is located at 340 S Lemon Ave #9392, Walnut, CA 91789, USA;
3. the Filer is a cannabis and hemp food company;
4. the Filer is a reporting issuer in British Columbia, Alberta and Ontario;
5. the Filer's share capital consists of an unlimited number of common shares (the Filer Shares), an unlimited number of Class A common shares, and an unlimited number of Class B common shares;
6. the Filer entered into an acquisition agreement with Glass House Brands Inc. (the Purchaser) and Plus Products Holdings Inc. (the Filer Subco), a wholly-owned subsidiary of the Filer, dated December 17, 2021, as amended and restated on March 25, 2022, pursuant to which a wholly-owned subsidiary of the Purchaser merged with the Filer Subco (the Merger) by way of a plan under the Companies' Creditors Arrangement Act R.S.C., 1985, c. C-36 (the CCAA Plan);
7. on January 21, 2022, the Filer received an order from the British Columbia Supreme Court approving the CCAA Plan, as amended and restated on April 11, 2022, and the Merger closed on April 28, 2022 (the Effective Date);
8. pursuant to the CCAA Plan and following the Effective Date, the Filer Subco became the surviving entity of the Merger, the Purchaser became the sole securityholder of the Filer Subco, and all outstanding securities of the Filer, being the Filer Shares, certain share purchase warrants, incentive awards and secured convertible debentures were cancelled or settled;
9. the Filer also issued one new Filer Share to a current director of the Filer;
10. the Filer Shares were delisted from the Canadian Securities Exchange as of the close of business on September 20, 2021;
11. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
12. 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;
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 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;
15. the Filer has no intention to seek public financing by way of an offering of securities;
16. the Filer is not in default of securities legislation in any jurisdiction other than its obligations to file on or before May 2, 2022 its annual financial statements and related management's discussion and analysis for the year ended December 31, 2021, and on or before May 30, 2022 its interim financial statements and related management's discussion and analysis for the interim period ended March 31, 2022, 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 (collectively, the Filings);
17. the requirements to file the Filings did not occur until after the completion of the Merger;
18. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) due to the failure to file the Filings; and
19. but for the fact that the Filer failed to file the Filings, the Filer would be eligible for the simplified procedure under NP 11-206.
Order
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Makers to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.