The Ontario Securities Commission (OSC) has granted consent to Cluny Capital Corp. to continue from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is based on the application submitted by Cluny Capital Corp., which included the company’s intention to undergo a business combination and reorganization involving a three-cornered amalgamation with Teonan Biomedical Inc. and a subsidiary, resulting in a name change to The Good Shroom Co Inc.
Key points from the application include Cluny Capital Corp.’s status as an offering corporation, its compliance with relevant securities legislation, and the unanimous shareholder approval for the continuance without any dissent. The OSC’s consent is required under subsection 4(b) of the Regulation made under the OBCA for the company to continue in another jurisdiction as per section 181 of the OBCA.
The OSC consented to the continuance after considering the application, staff recommendations, and determining that the move would not be prejudicial to the public interest. The decision was made in accordance with the relevant laws and regulations, including the OBCA, the CBCA, and the securities acts of Ontario, British Columbia, and Alberta. The outcome allows Cluny Capital Corp. to proceed with its reorganization and business combination as planned.