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
STONEGATE AGRICOM LTD.
(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 that term is defined in subsection 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Shares). The Applicant has 575,672,704 issued and outstanding Shares as of the date hereof.

2.             The Applicant’s registered and head office is located at 20 Adelaide Street East, Suite 1300, Toronto, Ontario, Canada M5C 2T6.

3.             On July 13, 2017, shareholders of the Applicant (Stonegate Shareholders) approved by special resolution a plan of arrangement pursuant to section 182 of the OBCA (the Arrangement).

4.             On July 17, 2017 a final court order of the Superior Court of Justice (Ontario) (Commercial List) was granted approving the Arrangement (Court File No: CV-17-11831-00CL).

5.             Pursuant to articles of arrangement dated July 18, 2017 (the Effective Date), the Arrangement be-came effective as of 12:01 a.m. on the Effective Date (the Effective Time) which, among other things, resulted in the following:

(a)           Itafos, a Cayman Islands company, acquired all of the issued and outstanding Shares not already owned directly or indirectly by it;

(b)           An aggregate of approximately 2,985,777 ordinary shares of Itafos (each an Itafos Share) were issued to Stonegate Share-holders at an exchange ratio of 0.008 of an Itafos Share for each outstanding Share; and

(c)           All outstanding options of the Applicant were cancelled and 100,000,000 out-standing common share purchase war-rants of the Applicant were exchanged for replacement warrants of Itafos exercisable to acquire that number of Itafos Shares as is equal to 0.008 multiplied by the number of Shares that the holders of the warrants so transferred and assigned would have acquired if such holders had exercised such warrants immediately prior to the Effective Time.

6.             The Shares were delisted from the Toronto Stock Exchange effective as of close of trading on July 21, 2017.

7.             The Applicant has no outstanding securities, including debt securities, other than the outstanding Shares.

8.             As of the date of this decision, all outstanding Shares are beneficially owned, directly or indirectly, by Itafos.

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

10.          On August 1, 2017, the Applicant was granted an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

                AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

                IT IS ORDERED pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.

                DATED at Ontario this 8th day of August, 2017.

“Mark J. Sandler”
Commissioner
Ontario Securities Commission

“Peter W. Currie”
Commissioner
Ontario Securities Commission