South Bow Corporation et al.

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- An issuer wants relief from (i) certain of the short form prospectus eligibility and base shelf prospectus eligibility requirements in NI 44-101 and NI 44-102, respectively, that require an issuer / credit supporter to have current annual financial statements and a current AIF, and (ii) certain of the base shelf prospectus receipt effectiveness provisions in NI 44-102 that require an issuer / credit supporter to have the same -- The issuer is a new reporting issuer that is the continuation of an existing business; the parent company of the issuer filed an information circular which contained prospectus-level disclosure of the issuer; the issuer will incorporate by reference the financial statements of the existing business before it files its first annual financial statements under NI 51-102 Continuous Disclosure Obligations that give effect to the "spin-out" transaction.

Applicable Legislative Provisions

National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2, 2.4, and 8.1.

National Instrument 44-102 Shelf Distributions, ss. 2.2, 2.4, and 11.1.

Citation: Re South Bow Corporation, South Bow Canadian Infrastructure Holdings Ltd., 6297782 LLC, South Bow and South Bow Canadian HoldCo, 2024 ABASC 137

August 21, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
SOUTH BOW CORPORATION
(South Bow),
SOUTH BOW CANADIAN INFRASTRUCTURE HOLDINGS LTD.
(South Bow Canadian HoldCo),
6297782 LLC
(South Bow U.S. HoldCo and, collectively with
South Bow and South Bow Canadian HoldCo, the Filers)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application (the Application) from the Filers for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting

(a) South Bow from

(i) the requirement in subsection 2.2(d) of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) that, in order to satisfy the basic qualification criteria for short form prospectus eligibility in NI 44-101, South Bow must have "current annual financial statements" and a "current AIF" in at least one jurisdiction in which it is a reporting issuer (the AIF and Annual Financial Statement Requirement),

(ii) the requirement in subsections 2.2(1) and 2.2(2) of National Instrument 44-102 Shelf Distributions (NI 44-102) that, in order to be qualified to file a preliminary base shelf prospectus and a corresponding base shelf prospectus, South Bow must satisfy the basic qualification criteria for short form prospectus eligibility set forth in section 2.2 of NI 44-101, and

(iii) the base shelf prospectus receipt effectiveness provisions contained in subparagraphs 2.2(3)(b)(i) and 2.2(3)(b)(ii) of NI 44-102, which provide that a receipt issued for a base shelf prospectus of an issuer qualified under subsection 2.2(2) of NI 44-102 ceases to be effective upon the entering into of an agreement of purchase and sale for a security to be sold under the base shelf prospectus, if, at that time, the issuer: (i) does not have "current annual financial statements" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101; or (ii) does not have a "current AIF" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101 (the Basic Receipt Effectiveness Requirement), and

(b) South Bow Canadian HoldCo and South Bow U.S. HoldCo from

(i) the requirement in subparagraph 2.4(1)(b)(i) of NI 44-101 that, in order for South Bow Canadian HoldCo and South Bow U.S. HoldCo to satisfy the alternative qualification criteria for short form prospectus eligibility for issuers of guaranteed non-convertible debt securities in NI 44-101, South Bow (being the credit supporter of the Public Debt Securities (as defined below)) must have "current annual financial statements" and a "current AIF" in at least one jurisdiction in which it is a reporting issuer (the Credit Supporter AIF and Annual Financial Statement Requirement),

(ii) the requirement in subsections 2.4(1) and 2.4(2) of NI 44-102 that, in order to be qualified to file a preliminary base shelf prospectus for non-convertible debt securities and a corresponding base shelf prospectus, South Bow Canadian HoldCo and South Bow U.S. HoldCo, respectively, must satisfy the alternative qualification criteria for short form prospectus eligibility for issuers of guaranteed non-convertible debt securities set forth in section 2.4 of NI 44-101, and

(iii) the base shelf prospectus receipt effectiveness provisions contained in subparagraphs 2.4(3)(b)(ii) and 2.4(3)(b)(iii) of NI 44-102, which provide that a receipt issued for a base shelf prospectus of an issuer qualified under subsection 2.4(2) of NI 44-102 ceases to be effective upon the entering into of an agreement of purchase and sale for a security to be sold under the base shelf prospectus, if, at that time: (i) the credit supporter does not have "current annual financial statements" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101; or (ii) the credit supporter does not have a "current AIF" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101 (the Alternative Receipt Effectiveness Requirement)

(collectively, the Exemption Sought).

Furthermore, the Decision Makers have received a request from the Filers for a decision that the Application, any supporting materials delivered in connection with the Application, and this decision (collectively, the Confidential Material) be kept confidential and not be made public until the earlier of

(a) the date on which a Filer issues a news release announcing that one or more of the Filers have entered into an agreement relating to an offering of securities under a preliminary short form prospectus or a short form prospectus

(b) the date on which a Filer otherwise publicly announces an offering of securities under a preliminary short form prospectus or a short form prospectus,

(c) the date on which a Filer files a preliminary short form prospectus or a short form prospectus relating to an offering of securities,

(d) the date on which a Filer files a preliminary short form base shelf prospectus or a short form base shelf prospectus relating to the qualification of securities of such Filer,

(e) the date on which a Filer files a notice declaring its intention to be qualified to file a short form prospectus,

(f) the date on which the Exemption Sought is first disclosed to potential purchasers of the Private Placement Debt Securities (as defined below),

(g) the date on which the Filers advise the Alberta Securities Commission that there is no longer any need for the Confidential Material to remain confidential, and

(h) the date that is 90 days after the date of this decision

(the Confidentiality Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application)

(a) the Alberta Securities Commission is the principal regulator for the Application,

(b) the Filers have provided notice that paragraph 4.7(1)(c) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each jurisdiction of Canada, other than Ontario, and

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

Interpretation

Terms defined in National Instrument 14-101 Definitions, NI 44-101, NI 44-102 or MI 11-102 have the same meanings if used in this decision, unless otherwise defined.

Representations

The decision is based on the following facts represented by the Filers:

Corporate Information Regarding South Bow

1. South Bow exists under the Canada Business Corporations Act and was incorporated for the purpose of completing the Separation (as defined below).

2. South Bow's principal and head office is located in Calgary, Alberta.

3. South Bow's financial year end is December 31.

4. Prior to the completion of the Separation, South Bow will have no assets or liabilities, will not conduct any operations and will not issue any shares in its capital stock.

5. South Bow's authorized capital consists of an unlimited number of common shares (the South Bow Common Shares) and an unlimited number of preferred shares, issuable in series.

Corporate Information Regarding South Bow Canadian HoldCo

6. South Bow Canadian HoldCo exists under the Canada Business Corporations Act and was incorporated for the purpose of completing the Separation.

7. South Bow Canadian HoldCo's principal and head office is located in Calgary, Alberta.

8. South Bow Canadian HoldCo's financial year end is December 31.

9. South Bow Canadian HoldCo's authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. All of the outstanding common shares in the capital of South Bow Canadian HoldCo are held by 15142083 Canada Ltd. (South Bow HoldCo), an indirect, wholly-owned subsidiary of TC Energy Corporation (TC Energy). No preferred shares in the capital of South Bow Canadian HoldCo are outstanding.

Corporate Information Regarding South Bow U.S. HoldCo

10. South Bow U.S. HoldCo exists under the Delaware Limited Liability Company Act and was incorporated for the purpose of completing the Separation.

11. South Bow U.S. HoldCo's principal and head office is located in Houston, Texas.

12. South Bow U.S. HoldCo's financial year end is December 31.

13. South Bow U.S. HoldCo's authorized capital consists of 100 common units. All of the outstanding common units in the capital of South Bow U.S. HoldCo are held by South Bow HoldCo, an indirect, wholly-owned subsidiary of TC Energy.

The Separation

14. TC Energy operates in three core businesses: (i) Natural Gas Pipelines; (ii) Liquids Pipelines (Liquids Pipelines); and (iii) Power and Energy Solutions.

15. On July 27, 2023, TC Energy announced its intention to advance a separation of its business into two independent reporting issuers through the "spinoff" of the Liquids Pipelines business segment (the Spin-Out Business) into South Bow by way of a plan of arrangement under the Canada Business Corporations Act (the Separation).

16. On August 1, 2023, the assets and liabilities comprising the Spin-Out Business were transferred to South Bow Canadian HoldCo and South Bow U.S. HoldCo as part of a reorganization of TC Energy undertaken in contemplation of the Separation.

17. Upon the completion of the Separation, South Bow Canadian HoldCo and South Bow U.S. HoldCo will be indirect, wholly-owned subsidiaries of South Bow.

18. Pursuant to the Separation, holders (Shareholders) of TC Energy common shares (TC Energy Common Shares) will retain their existing ownership in TC Energy Common Shares and receive a pro-rata allocation of South Bow Common Shares.

19. Following the completion of the Separation, South Bow will be a reporting issuer in each jurisdiction of Canada and the South Bow Common Shares will be listed and posted for trading on the Toronto Stock Exchange (TSX) and the New York Stock Exchange.

20. The Separation was approved by Shareholders at an annual and special meeting of Shareholders held on June 4, 2024 (the Meeting). A final order of the Court of King's Bench of Alberta approving the Separation was issued on June 4, 2024.

21. Subject to the receipt of all required approvals, the Separation is expected to be completed between the middle of the third quarter of 2024 and the middle of the fourth quarter of 2024.

22. In connection with the Meeting and in accordance with National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), TC Energy prepared and delivered to Shareholders a management information circular dated April 10, 2024 (the Circular). In accordance with section 9.3 of NI 51-102, a copy of the Circular was filed on TC Energy's System for Electronic Data Analysis and Retrieval+ (SEDAR+) profile on April 16, 2024.

23. The Circular provided full, true and plain disclosure of all material facts related to South Bow and the Spin-Out Business (which will form the primary business of South Bow for the purposes of paragraph 32.1(1)(b) of Form 41-101F1 Information Required in a Prospectus (Form 41-101F1)). The Spin-Out Business has itself been the subject of continuous disclosure on an ongoing basis as a part of TC Energy's continuous disclosure obligations as a reporting issuer.

24. Pursuant to section 14.2 of Form 51-102F5 Information Circular (Form 51-102F5), the Circular included prospectus-level disclosure for South Bow (including the required financial statements) prepared in accordance with the requirements of National Instrument 41-101 General Prospectus Requirements (NI 41-101) and Form 41-101F1, which is the form of prospectus that South Bow would be eligible to use immediately prior to the sending and filing of the Circular, for a distribution of securities in each jurisdiction of Canada. In particular, the Circular included

(a) all of the financial statements that were required to be included in the Circular pursuant to section 14.2 of Form 51-102F5 and, by extension, Form 41-101F1, and

(b) the information that would have otherwise been required to be included in a current AIF filed by an issuer who owned the Spin-Out Business as at, and for the year ended, December 31, 2023.

25. The following financial and other disclosure of South Bow was included in the Circular:

(a) audited financial statements of South Bow for the period from incorporation on December 15, 2023 to December 31, 2023, together with the auditor's report thereon and the notes thereto;

(b) audited annual consolidated carve-out financial statements for the Spin-Out Business for the years ended December 31, 2023, 2022 and 2021, together with the auditor's report thereon and the notes thereto (the Audited Carve-Out Financial Statements);

(c) management's discussion and analysis in respect of the Audited Carve-Out Financial Statements (the Annual Carve-Out MD&A);

(d) unaudited pro forma consolidated financial statements of South Bow, after giving effect to the Separation, as at and for the year ended December 31, 2023;

(e) a narrative description of South Bow and its business (the Alternative AIF Disclosure).

26. Upon the completion of the Separation, South Bow will file, among other things, the following documents on its SEDAR+ profile:

(a) a joint press release of South Bow and TC Energy announcing the closing of the Separation;

(b) a Notice of Change in Corporate Structure of South Bow in connection with the closing of the Separation;

(c) certain excerpts from the Circular, including the Audited Carve-Out Financial Statements, the Annual Carve-Out MD&A and the Alternative AIF Disclosure, with such additions, deletions, revisions and updates necessary to file such excerpts on a stand-alone basis (which may include adding glossaries, updating certain cross-references within documents and deleting duplicative disclosure that is otherwise included in other of South Bow's information and disclosure documents separately filed), as applicable;

(d) all periodic and timely disclosure documents that it is required to file pursuant to any of the following:

(i) applicable securities legislation;

(ii) an order issued by a securities regulatory authority;

(iii) an undertaking to a securities regulatory authority.

27. Pursuant to subparagraph 4.2(a)(i) and paragraph 6.2(a) of NI 51-102, South Bow will not be required to file annual financial statements or an AIF, respectively, until 90 days after its first completed financial year following the completion of the Separation.

South Bow Canadian HoldCo & South Bow U.S. HoldCo Debt Offerings

28. Prior to the completion of the Separation, South Bow Canadian HoldCo and South Bow U.S. HoldCo expect to offer and sell, on a private placement basis, non-convertible debt securities (the Private Placement Debt Securities) to purchasers resident in Canada and the United States, in each case, for cash and pursuant to exemptions from the prospectus and registration requirements of applicable securities laws (the Offerings).

29. The aggregate net proceeds of the Offerings will be used to repay all or substantially all of the indebtedness to be incurred by South Bow to acquire the Spin-Out Business from TC Energy in connection with the Separation.

30. Any Private Placement Debt Securities issued by South Bow Canadian HoldCo will be fully and unconditionally guaranteed by South Bow HoldCo, South Bow U.S. HoldCo and, upon completion of the Separation, South Bow. All such guarantees will remain in full force and effect following the completion of the Separation.

31. Any Private Placement Debt Securities issued by South Bow U.S. HoldCo will be fully and unconditionally guaranteed by South Bow HoldCo, South Bow Canadian HoldCo and, upon completion of the Separation, South Bow. All such guarantees will remain in full force and effect following the completion of the Separation.

South Bow

32. The basic qualification criteria for short form prospectus eligibility is set forth in section 2.2 of NI 44-101.

33. The basic qualification criteria for filing a preliminary base shelf prospectus is set forth in subsection 2.2(1) of NI 44-102, which provides that an issuer is qualified to file a preliminary base shelf prospectus if, at the time of filing, the issuer satisfies the basic qualification criteria for short form prospectus eligibility set forth in section 2.2 of NI 44-101.

34. Subsection 2.2(2) of NI 44-102 provides that an issuer that has filed a preliminary base shelf prospectus in reliance on the qualification criteria in subsection 2.2(1) of NI 44-102 is qualified to file a corresponding base shelf prospectus.

35. South Bow will, upon the completion of the Separation, satisfy all of the qualification criteria for short form prospectus eligibility in section 2.2 of NI 44-101, with the exception of subsection 2.2(d) of NI 44-101, which requires South Bow to have filed "current annual financial statements" and a "current AIF". In particular, upon the completion of the Separation

(a) South Bow will be required to transmit documents through SEDAR+,

(b) South Bow will be a reporting issuer in each jurisdiction of Canada,

(c) South Bow will have filed with the securities regulatory authority of each jurisdiction of Canada all periodic and timely disclosure documents that South Bow is required to have filed in that jurisdiction pursuant to any of the following:

(i) applicable securities legislation;

(ii) an order issued by the securities regulatory authority;

(iii) an undertaking to the securities regulatory authority; and

(d) the South Bow Common Shares will be listed and posted for trading on the TSX and South Bow will not be an issuer whose operations have ceased or whose principal asset is cash, cash equivalents or its exchange listing.

36. Subparagraphs 2.2(3)(b)(i) and 2.2(3)(b)(ii) of NI 44-102 provide that a receipt issued for a base shelf prospectus of an issuer qualified under subsection 2.2(2) of NI 44-102 ceases to be effective upon the entering into of an agreement of purchase and sale for a security to be sold under such base shelf prospectus, if, at that time, the issuer: (i) does not have "current annual financial statements" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101; or (ii) does not have a "current AIF" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101.

37. Until South Bow files "current annual financial statements" and a "current AIF" (which are not required to be filed until 90 days after South Bow's first completed financial year following the completion of the Separation), the Basic Receipt Effectiveness Requirement would prevent South Bow from completing a public offering of its securities under a base shelf prospectus.

38. South Bow may wish to complete a public offering of its securities following the completion of the Separation should market conditions permit. In light of the short time frames associated with financings undertaken in current market conditions, and based on input provided to South Bow by its financial advisors regarding the need for expedited time periods between the launching and closing of an offering, South Bow wishes to be eligible to file, and issue and sell securities under, one or more short form prospectuses pursuant to NI 44-101 and/or NI 44-102 prior to the point at which it meets the AIF and Annual Financial Statement Requirement.

39. Following the completion of the Separation and prior to any prospectus offering by South Bow, South Bow will file stand-alone versions of the Audited Carve-Out Financial Statements, the Annual Carve-Out MD&A and the Alternative AIF Disclosure, which will contain South Bow's material information in lieu of South Bow satisfying the AIF and Annual Financial Statement Requirement.

40. South Bow is not eligible to rely on the exemption for new reporting issuers under subsection 2.7(1) of NI 44-101 because it has not filed a long form prospectus.

41. South Bow is not eligible to rely on the exemption for successor issuers under subsection 2.7(2) of NI 44-101 because the Spin-Out Business was only a portion of TC Energy's business prior to the completion of the Separation.

South Bow Canadian HoldCo and South Bow U.S. HoldCo

42. In order to enhance the marketability of the Private Placement Debt Securities in the Offerings, it is desirable that, promptly following the completion of the Separation, South Bow Canadian HoldCo and South Bow U.S. HoldCo be in a position to offer to exchange the Private Placement Debt Securities for one or more new series of debt securities that are qualified for distribution (the Exchanged Debt Securities) pursuant to one or more short form prospectuses prepared and filed in accordance with NI 44-101 and/or NI 44-102.

43. Any Exchanged Debt Securities issued by South Bow Canadian HoldCo will be fully and unconditionally guaranteed by South Bow HoldCo, South Bow U.S. HoldCo and South Bow.

44. Any Exchanged Debt Securities issued by South Bow U.S. HoldCo will be fully and unconditionally guaranteed by South Bow HoldCo, South Bow Canadian HoldCo and South Bow.

45. In addition, following the completion of the Separation, should market conditions permit, South Bow Canadian HoldCo and South Bow U.S. HoldCo may each wish to complete a public offering of debt securities that are fully and unconditionally guaranteed by South Bow (such securities being referred to collectively with the Exchanged Debt Securities as the Public Debt Securities) pursuant to one or more short form prospectuses prepared and filed in accordance with NI 44-101 and/or NI 44-102.

46. The alternative qualification criteria for short form prospectus eligibility for issuers of guaranteed non-convertible debt securities is set forth in section 2.4 of NI 44-101.

47. The alternative qualification criteria for filing a preliminary base shelf prospectus for issuers of guaranteed non-convertible debt securities is set forth in subsection 2.4(1) of NI 44-102, which provides that an issuer is qualified to file a preliminary base shelf prospectus for non-convertible debt securities if, at the time of filing, the issuer satisfies the alternative qualification criteria for short form prospectus eligibility set forth in section 2.4 of NI 44-101.

48. Subsection 2.4(2) of NI 44-102 provides that an issuer that has filed a preliminary base shelf prospectus in reliance on subsection 2.4(1) of NI 44-102 is qualified to file a corresponding base shelf prospectus.

49. Each of South Bow Canadian HoldCo and South Bow U.S. HoldCo will, upon the completion of the Separation, satisfy all of the qualification criteria for short form prospectus eligibility in section 2.4 of NI 44-101 in respect of a distribution of the Public Debt Securities, with the exception of the Credit Supporter AIF and Annual Financial Statement Requirement. In particular,

(a) South Bow will provide full and unconditional credit support for the Public Debt Securities,

(b) upon the completion of the Separation, South Bow will satisfy the criteria in paragraphs 2.2(a), 2.2(b) and 2.2(c) of NI 44-101 if the word "issuer" is replaced with "credit supporter" wherever it occurs, and

(c) upon the completion of the Separation, South Bow will satisfy the criteria in paragraph 2.2(e) of NI 44-101 if the word "issuer" is replaced with "credit supporter" wherever it occurs.

50. Subparagraphs 2.4(3)(b)(ii) and 2.4(3)(b)(iii) of NI 44-102 provide that a receipt issued for a base shelf prospectus of an issuer qualified under subsection 2.4(2) of NI 44-102 ceases to be effective upon the entering into of an agreement of purchase and sale for a security to be sold under the base shelf prospectus, if, at that time: (i) the credit supporter does not have "current annual financial statements" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101; or (ii) the credit supporter does not have a "current AIF" and does not satisfy the requirements of the exemption in either subsection 2.7(1) or subsection 2.7(2) of NI 44-101.

51. Until South Bow files "current annual financial statements" and a "current AIF"

(a) South Bow Canadian HoldCo and South Bow U.S. HoldCo will not satisfy the Credit Supporter AIF and Annual Financial Statement Requirement, and

(b) the Alternative Receipt Effectiveness Requirement would prevent South Bow Canadian HoldCo and South Bow U.S. HoldCo from distributing securities under a base shelf prospectus.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that

(a) the Exemption Sought is granted, provided that

(i) the Separation is completed on or before December 31, 2024,

(ii) South Bow is not exempt from the requirements in NI 51-102 to file annual financial statements or to file an AIF, within the prescribed period after its financial year end,

(iii) South Bow has not yet been required to file annual financial statements or an AIF under NI 51-102,

(iv) South Bow has not yet filed annual financial statements or an AIF under NI 51-102,

(v) any prospectus filed by a Filer includes, or incorporates by reference, the information and disclosure with respect to South Bow that would otherwise have been required to have been included in a current AIF, including the Alternative AIF Disclosure, and

(vi) any prospectus filed by a Filer incorporates by reference each of the following:

A. the Audited Carve-Out Financial Statements and the Annual Carve-Out MD&A, in lieu of financial statements and management's discussion and analysis thereon for the year ended December 31, 2023;

B. if such prospectus is filed after South Bow's financial statements for the period ended March 31, 2024 are required to be filed and before South Bow's financial statements for the period ended June 30, 2024 are required to be filed, unaudited interim condensed consolidated carve-out financial statements for the Spin-Out Business for the period ended March 31, 2024, together with the notes thereto and management's discussion and analysis thereon;

C. if such prospectus is filed after South Bow's financial statements for the period ended June 30, 2024 are required to be filed and before South Bow's financial statements for the period ended September 30, 2024 are required to be filed, unaudited interim condensed consolidated carve-out financial statements for the Spin-Out Business for the period ended June 30, 2024, together with the notes thereto and management's discussion and analysis thereon;

D. if such prospectus is filed after South Bow's financial statements for the period ended September 30, 2024 are required to be filed and before South Bow's financial statements for the year ended December 31, 2024 are required to be filed, unaudited interim condensed consolidated carve-out financial statements for the Spin-Out Business for the period ended September 30, 2024, together with the notes thereto and management's discussion and analysis thereon, and

(b) the Confidentiality Sought is granted provided that the Filers provide prompt written notice to the Decision Makers upon the first instance of the Exemption Sought being disclosed to potential purchasers of the Private Placement Debt Securities.

"Denise Weeres"
Director, Corporate Finance
Alberta Securities Commission

OSC File #: 2024/0164