The Securities Commission has granted an exemption to a capital pool company (the issuer) from certain financial statement requirements in connection with its reverse take-over transaction with a target company, Heliene Inc. This transaction is intended to serve as the issuer’s qualifying transaction under TSX Venture Exchange Policy 2.4. The exemption relieves the issuer from the obligation to file historical audited financial statements of certain predecessor entities that are not material to the issuer, as required by 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 exemption was granted on the condition that the issuer’s filing statement includes the annual audited financial statements for Heliene for specified periods, despite an inventory qualification in the auditor’s report for the year ended December 31, 2019. The filing statement must be filed on SEDAR immediately following acceptance by the TSX Venture Exchange.
Additionally, the Commission approved the issuer’s request to keep the application and decision document confidential until the earliest of three specified events, including the public announcement or filing of the Filing Statement or a 90-day period from the decision date.
The decision was made under the securities legislation of Ontario and relied upon in British Columbia and Alberta, with the Ontario Securities Commission acting as the principal regulator. The decision was based on the issuer’s representations, including its status as a reporting issuer, the nature of its business, and the details of the proposed transaction with Heliene.