Plum Financial Group Inc. et al.

Decision

Headnote

Subsection 62(5) of the Securities Act (Ontario) -- lapse date extension -- relief granted to non-investment fund reporting issuer for further extension of times provided for refiling of a prospectus as if the lapse date was extended to September 17, 2024 -- extension of times will not be prejudicial to the public interest -- the issuer will not distribute securities under the prospectus until a receipt is issued for the renewal prospectus.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 62(5).

May 27, 2024

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

AND

IN THE MATTER OF
PLUM FINANCIAL GROUP INC.
(FORMERLY PLUM FINANCIAL PLANNING LTD.)

AND

IN THE MATTER OF
CEN-TA REAL ESTATE LTD.
(together with Plum Financial Group Inc., the Filers)

DECISION

Background

The Ontario Securities Commission (the Commission) has received an application from the Filers for a decision under the securities legislation of the Jurisdiction (the Legislation) that the time limits pertaining to filing a renewal prospectus in respect of the long form prospectus of the Filers dated March 17, 2023 (the Current Prospectus) relating to the continuous public offering (the Offering) of certain investor services provided in conjunction with the acquisition of one or more condominium investment units from Plum Financial Group Inc. (the Securities) be further extended as if the lapse date of the Current Prospectus was September 17, 2024 (the Requested Relief).

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 Filers:

1. Each of the Filers is a corporation existing under the laws of Ontario. The head office of each of the Filers is located in Ottawa, Ontario.

2. Each of the Filers is a reporting issuer solely in the Jurisdiction.

3. Neither of the Filers is in default of securities legislation in any jurisdiction.

4. The Filers distribute the Securities on a continuous basis pursuant to a long-form prospectus in the form of Form 41-101F1 which is renewed annually. The Securities are currently qualified for distribution in the Jurisdiction on a continuous basis pursuant to the Current Prospectus.

5. The lapse date of the Current Prospectus was March 17, 2024. In order to ensure the Securities would continue to be qualified to be distributed on a continuous basis in the Jurisdiction the Filers would have been required to file a final prospectus on or before March 27, 2024 (the Final Prospectus) for which a receipt would have been required to be issued on or before April 6, 2024.

6. On February 14, 2024, the Filers filed with the Commission a pro forma prospectus with respect to the Offering (the Pro Forma Prospectus). The Filers are engaged with OSC Staff in the comment process in connection with the Pro Forma Prospectus and discussions remain ongoing as at the date hereof.

7. The Filers obtained exemptive relief granted by the Commission pursuant to In the Matter of Plum Financial Group Inc. and In the Matter of Cen-ta Real Estate Limited dated March 27, 2024 that the time limits pertaining to filing a renewal prospectus for the Current Prospectus be extended as if the lapse date was May 17, 2024.

8. Absent the Requested Relief, pursuant to the Legislation, the Filers must file the Final Prospectus on or before May 27, 2024, being 10 days after the extended lapse date, for which a receipt is issued by the Commission or before June 6, 2024, being 20 days after the extended lapse date, in order for the distribution of Securities in the Jurisdiction to continue without interruption.

9. The Filers continue to be engaged with Commission Staff in the comment process in connection with the Pro Forma Prospectus and believe that such discussions will not be concluded within such time as to permit the Filers to file the Final Prospectus on or before May 27, 2024.

10. The Filers have not distributed Securities under the Current Prospectus. The Filers will not distribute Securities under the Current Prospectus.

11. The Filers are seeking the Requested Relief to allow for an opportunity to file and obtain a receipt for the Final Prospectus.

12. There have been no material changes in the affairs of the Filers or in relation to the Offering since the date of the Current Prospectus.

13. In the event that any material changes occur, the Filers will file an amendment to the Current Prospectus as required under the Legislation.

14. Given that the Filers have not distributed Securities under the Current Prospectus and will not distribute Securities under the Current Prospectus pursuant to the condition of this Order, the Requested Relief will not be prejudicial to the public interest.

Decision

The Commission is satisfied that the decision meets the test set out in the Legislation for the Commission to make the decision.

The decision of the Commission under the Legislation is that the Requested Relief is granted, provided that the Filers (i) will not distribute Securities under the Current Prospectus, and (ii) will not distribute Securities until the Final Prospectus has been filed with the Commission and a receipt has been issued in respect thereof.

"Lina Creta"
Manager, Corporate Finance Division
Ontario Securities Commission

OSC File #: 2024/0312