Fire & Flower Holdings Corp. (formerly known as “Cinaport Acquisition Corp. II”) – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act( Ontario) to continue under the Canada Business Corporations Act, R.S.C., 1985, c. C-44.

Statutes Cited

Canada Business Corporations Act, R.S.C. 1985, c. C-44.
Securities Act, R.S.O. 1990, c.S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b)

IN THE MATTER OF
R.R.O 1990, REGULATION 289/00, AS AMENDED
(the REGULATION) MADE UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c.B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
FIRE & FLOWER HOLDINGS CORP.
(FORMERLY KNOWN AS “CINAPORT ACQUISITION CORP. II”)

CONSENT
(Subsection 4(b) of the Regulation)

                UPON the application of Fire & Flower Holdings Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA;

                AND UPON considering the application and the recommendation of the staff of the Commission;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is an offering corporation under the OBCA. The Applicant was incorporated under the provisions of the OBCA on December 12, 2017.

2.             The Applicant’s common shares (the Common Shares) are currently listed for trading on the TSX Venture Exchange (the TSXV) under the symbol “CPQ.P”. As at January 8, 2019, the Applicant had 15,400,000 issued and outstanding Common Shares.

3.             The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue under the Canada Business Corporations Act, R.S.C., 1985, c. C-44 (the CBCA).

4.             The Applicant completed its initial public offering under Policy 2.4 of the TSXV Manual on June 6, 2018. The Applicant is a capital pool company, incorporated for the purposes of identifying and evaluating businesses or assets with a view to completing a qualifying transaction in accordance with Policy 2.4 of the TSXV Manual (the Qualifying Transaction).

5.             The Application for Continuance is being made in connection with the Qualifying Transaction structured as a “three cornered” amalgamation involving the Applicant, Fire & Flower Inc. (F&F), a corporation incorporated under the laws of Canada and 11048449 Canada Inc., a wholly-owned subsidiary of the Applicant (Subco) incorporated under the laws of Canada, pursuant to which F&F and Subco will amalgamate and the amalgamated company will become a wholly owned subsidiary of the Applicant and the F&F shareholders will receive shares of the Applicant.

6.             The material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those under the OBCA.

7.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act), the Securities Act (British Columbia), R.S.B.C. 1996, c.418 (the BCSA) and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (together with the BCSA, the Legislation) and will remain a reporting issuer in these jurisdictions following the proposed Continuance.

8.             The Applicant is not in default under any provisions of the OBCA, the Act or the Legislation, including the regulations made thereunder.

9.             The Applicant is not a party to any proceeding under the OBCA, the Act or the Legislation.

10.          The Commission is the principal regulator of the Applicant and will continue to be its principal regulator after the proposed Continuance.

11.          The Applicant’s registered and head office is currently in Ontario. Following the proposed Continuance, the Applicant’s registered office will be 11514 Jasper Avenue Edmonton, Alberta T5K 0M8 and its head office will be 150 King Street West, Suite 208 Toronto, Ontario M5H 1J9.

12.          The Applicant’s management information circular dated December 27, 2018 for its annual and special meeting of shareholders held on January 30, 2019 (the Shareholders Meeting) described the proposed Continuance, disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant’s shareholders under section 185 of the OBCA.

13.          The Applicant's shareholders authorized the proposed Continuance at the Shareholders Meeting by a special resolution that was approved by 100% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

14.          At the Shareholders Meeting, in connection with the Qualifying Transaction, the shareholders of the Applicant also approved a special resolution to change the name of the Applicant from “Cinaport Acquisition Corp. II” to “Fire & Flower Holdings Corp.”.

15.          Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

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

                THE COMMISSION CONSENTS to the continuance of the Applicant under the CBCA.

                DATED at Toronto, Ontario this 1st day of February 2019