Canaccord Genuity Growth Corp. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Decision

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the REGULATION) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF CANACCORD GENUITY GROWTH CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Canaccord Genuity Growth Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the "Continuance");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant is a special purpose acquisition corporation, the authorized share capital of which consists of: (a) an unlimited number of Class A restricted voting shares (the "Class A Restricted Voting Shares"); (b) an unlimited number of Class B shares (the "Class B Shares"); and (c) an unlimited number of common shares (the "Common Shares"). On September 20, 2018, the Applicant completed an initial public offering of class A restricted voting units (each consisting of one Class A Restricted Voting Share and one warrant) (the "Class A Restricted Voting Units"). The Applicant also issued Class B Shares and class B units (each consisting of one Class B Share and one warrant) ("Class B Units") to its founders. The Class A Restricted Voting Units are listed and posted for trading on the NEO Exchange Inc. (the "NEO") under the symbol "CGGC.UN". The Class B Shares and the Class B Units are not listed on the NEO or any other marketplace. As at April 22, 2019, the Applicant had: (a) 15,352,500 issued and outstanding Class A Restricted Voting Units; (b) 4,879,791 issued and outstanding Class B Shares; (c) 833,333 issued and outstanding Class B Units; and (d) no issued and outstanding Common Shares.

3. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (British Columbia) S.B.C. 2002, c. 57 (the "BCBCA").

4. The Application for Continuance is being made in connection with a business combination involving the Applicant and Columbia Care LLC pursuant to a transaction agreement dated November 21, 2018, as amended (the "Transaction"). The Continuance is being proposed by the Applicant as it believes that the BCBCA provides additional flexibility compared to the OBCA, including with respect to the composition of the Applicant's board of directors going forward.

5. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA. The principal differences were highlighted for shareholders in the management information circular dated March 21, 2019 (the "Information Circular") sent to shareholders in connection with the Applicant's special meeting of shareholders held on April 22, 2019 (the "Meeting").

6. The Applicant is a reporting issuer under the: (a) Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"); and (b) the securities legislation in all of the other provinces and territories of Canada (other than Québec) (collectively, the "Legislation"). The Applicant will remain a reporting issuer in these jurisdictions following the Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA, the Act, or the Legislation.

8. The Applicant is not in default of any of the rules, regulations or policies of the NEO.

9. The Applicant is not subject to any proceeding under the OBCA, the Act or the Legislation.

10. The Commission is the principal regulator of the Applicant. Following the completion of the Transaction, the Applicant's head office is expected to be located at 745 Fifth Ave. Suite 1701, New York, NY, 10151 and the Commission will continue to be the Applicant's principal regulator.

11. The Information Circular described the proposed Continuance and disclosed the reasons for it and its implications. The Information Circular also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 91.73% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. On March 7, 2019, the Minister of Finance of Ontario granted its consent for the Applicant to continue out of Ontario.

14. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

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

THE COMMISSION CONSENTS to the Continuance of the Applicant under the BCBCA.

DATED at Toronto, Ontario this 23rd day of April 2019.

"Lawrence P. Haber"
Commissioner
Ontario Securities Commission
"Poonam Puri"
Commissioner
Ontario Securities Commission