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Plus Products Inc.

2022-07-22 | Order | Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/plus-products-inc

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).


The Securities Commission has granted an order for Plus Products Inc. (the Filer) to cease being a reporting issuer in Canada. This decision is based on the application submitted by the Filer and is supported by various facts and circumstances:

1. The Filer underwent a merger with Glass House Brands Inc. and Plus Products Holdings Inc., resulting in the Purchaser becoming the sole securityholder.
2. All outstanding securities of the Filer were cancelled or settled post-merger, and the Filer Shares were delisted from the Canadian Securities Exchange.
3. The Filer’s securities are owned by fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading on any marketplace.
4. The Filer has no plans for public financing and is not in default of securities legislation, except for failing to file certain financial statements and related documents due to the timing of the merger.
5. Despite not being eligible for the simplified procedure due to the filing failure, the Filer would have qualified if not for this issue.

The order is supported by the relevant laws and regulations, including the Securities Act (R.S.O. 1990, c. S.5, as amended) and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission acted as the principal regulator, and the decision also reflects the position of the securities regulatory authority in Ontario.