Summary:
The Securities Commission granted an exemption to a capital pool company (the issuer) from certain financial reporting requirements in connection with its reverse take-over transaction with a target company (Givex). The transaction is intended to serve as the issuer’s qualifying transaction under TSX Venture Exchange (TSXV) Policy 2.4.
The issuer sought relief from the obligation to file historical audited financial statements of certain predecessor entities (ValueAccess, OBS, EIS, the GIFTPASS Assets, and PiCash) that were acquired by Givex, as these entities are not considered material to the issuer. The exemption was requested from section 4.10(2)(a)(ii) of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and Item 5.2 of Form 51-102F3 Material Change Report.
The Commission determined that the exemption was justified, provided that the issuer includes in its filing statement the audited consolidated financial statements of Givex for the years ended December 31, 2018, 2019, and 2020, as well as unaudited consolidated financial statements for the six months ended June 30, 2021, and 2020. The filing statement must be filed on SEDAR immediately following acceptance by the TSXV.
The decision was based on the understanding that the included financial statements and other disclosures would provide sufficient information for investors to make an informed assessment of the issuer’s business following the completion of the qualifying transaction.
Relevant legislative provisions underpinning the outcome include National Instrument 51-102 Continuous Disclosure Obligations, specifically section 4.10(2)(a)(ii), and Item 5.2 of Form 51-102F3 Material Change Report.