Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF NUUVERA INC. (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 having represented to the Commission that:
1. The Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA.
2. The Applicant's head office is at 135 Devon Road, Unit #11, Brampton, Ontario L6T 5A4.
3. The Applicant has an authorized capital consisting of an unlimited number of common shares (Common Shares), of which 93,360,603 are issued and outstanding as of the date hereof.
4. On March 23, 2018 (the Effective Date), Aphria Inc. (the Purchaser) acquired all of the issued and outstanding Common Shares, not already owned by it, pursuant to a plan of arrangement under section 182 of the OBCA (the Arrangement).
5. Immediately prior to the Effective Date, the Applicant had 4,704,545 warrants (the Warrants) outstanding, which entitled the holder thereof to purchase the Common Shares. Pursuant to the Arrangement, the Purchaser became obligated to provide and each holder of the Warrants became obligated to receive, upon the exercise of such holder's Warrants, in lieu of the Common Shares and for the same aggregate consideration payable by the holder, the number of Purchaser common shares and the amount of cash which the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Common Shares to which such holder would have been entitled if the Warrants held by the holder were exercised immediately prior to the Effective Date.
6. As of the date of this order, all of the issued and outstanding Common Shares are beneficially owned, directly or indirectly, by the Purchaser and other than the Warrants, no other securities, including debt securities, of the Applicant are outstanding.
7. On April 27, 2018, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with 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 by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto on this 18th day of May, 2018.