Securities Law & Instruments

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

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 METTRUM HEALTH CORP. (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 incorporated under the OBCA, is an "offering corporation" as defined therein, and has an authorized capital consisting of an unlimited number of common shares (the Common Shares).

2. The head office of the Applicant is located at 314 Bennett Road, Bowmanville, Ontario, L1C 3K5.

3. On December 1, 2016, Canopy Growth Corporation (Canopy) and the Applicant entered into an arrangement agreement pursuant to which Canopy agreed to acquire all of the issued and outstanding Common Shares of the Applicant (the Transaction). The Transaction was effected by way of a court-approved plan of arrangement in accordance with Section 182 of the OBCA.

4. Upon the consummation of the Transaction:

(a) the issued and outstanding Common Shares were exchanged for fully-paid and non-assessable common shares in the capital of Canopy (the Canopy Shares), on the basis of one Canopy Share for every 0.7132 Common Share; and

(b) each issued and outstanding stock option of the Applicant (the Options) was cancelled and in its place, Canopy granted a replacement option to purchase such number of Canopy Shares (rounded down to the nearest whole share) equal to 0.7132 multiplied by the number of Common Shares subject to such Option immediately prior to the effective time of the Transaction.

5. The Transaction was completed on January 31, 2017 and the Applicant became a wholly-owned subsidiary of Canopy.

6. As of the date hereof, all of the outstanding securities of the Applicant are beneficially owned, directly or indirectly, by Canopy.

7. As a result of the completion of the Transaction, all of the outstanding securities of the Applicant, 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.

8. The Common Shares of the Applicant were de-listed (the De-listing) from the TSX Venture Exchange, effective as of the close of trading on February 2, 2017.

9. Following the De-listing, no securities of the Applicant, 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.

10. The Applicant has no intention to seek public financing by way of an offering of securities.

11. On February 6, 2017, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Newfoundland and Labrador, Nova Scotia and Prince Edward Island (collectively, the Jurisdictions), for a decision that the Applicant is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Order). The Order was granted on February 21, 2017.

12. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction of Canada.

13. The Applicant is not in default of any requirement of the securities legislation in any of the Jurisdictions.

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 purposes of the OBCA.

DATED at Toronto on this 28th day of February, 2017.

"Anne Marie Ryan"
Commissioner
Ontario Securities Commission
 
"Philip Anisman"
Commissioner
Ontario Securities Commission