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Discover Wellness Solutions Inc.

2023-06-12 | Order | Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/discover-wellness-solutions-inc

Securities Act, R.S.O. 1990, c. S.5, as amended s. 144.


The Alberta Securities Commission (ASC) has granted a partial revocation of a cease trade order (CTO) against Discover Wellness Solutions Inc. (the Issuer), allowing the transfer of a debt security from CannaIncome Fund Corporation (CIF) to Olive Resources Capital Inc. (the Filer). The CTO was initially imposed due to the Issuer’s failure to file required financial documents.

The Filer, a sophisticated and accredited investor, has agreed to purchase CIF’s assets, including the debt security, as CIF undergoes dissolution. The transfer is exempt from prospectus requirements and is contingent on the Filer’s acknowledgment that the security will remain under the CTO post-transfer.

The decision, based on the Securities Act (R.S.O. 1990, c. S.5), allows the partial revocation under the condition that the Filer provides written acknowledgment of the CTO’s ongoing effect and agrees to make this acknowledgment available to the ASC upon request. The outcome facilitates CIF’s dissolution while maintaining regulatory oversight of the Issuer’s securities.