Securities Law & Instruments

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT
(ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA)

AND

IN THE MATTER OF
XCEED MORTGAGE CORPORATION
(the Applicant)

ORDER
(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Common Shares) and an unlimited number of preference shares (the Preference Shares).

2. The head office of the Applicant is located at 18 King Street East, 10th Floor, Toronto, Ontario, M5C 1C4.

3. MCAN Mortgage Corporation (MCAN) and the Applicant entered into an amended and restated arrangement agreement dated April 23, 2013 under section 182 of the Business Corporations Act (Ontario) (the Arrangement) pursuant to which MCAN would acquire all of the issued and outstanding Common Shares.

4. On July 4, 2013, an aggregate of 30,292,057 Common Shares, which represented 100% of the issued and outstanding Common Shares, were acquired by MCAN. In consideration for the transfer of the Common Shares, MCAN paid aggregate cash consideration of $30,292,062.50, and issued 1,531,903 MCAN shares, to the holders of the Common Shares. As a result, the Applicant became a wholly owned subsidiary of MCAN.

5. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, MCAN.

6. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on July 5, 2013.

7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

8. The Applicant voluntarily surrendered its reporting issuer status in the Province of British Columbia pursuant to British Columbia instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status and has received confirmation from the British Columbia Securities Commission dated July 11, 2013 that, effective July 18, 2013, the Applicant is not a reporting issuer in the Province of British Columbia.

9. The Applicant has applied to the jurisdictions in Canada (other than the Province of British Columbia) in which it is a reporting issuer for an order that it has ceased being a reporting issuer, pursuant to the simplified procedure set out in CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer (the "Relief Requested") and, upon the granting of the Relief Requested concurrently with the order for which this application is made, the Applicant will not be a reporting issuer or equivalent in any jurisdiction in Canada.

10. The Applicant has no intention to seek public financing by way of an offering of securities in a jurisdiction of Canada by way of private placement or public offering.

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

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED August 20, 2013.

"Mary Condon"
Vice-Chair
Ontario Securities Commission
 
"Christopher Portner"
Commissioner
Ontario Securities Commission