The Securities Commission granted an order for Inner Spirit Holdings Ltd. (the Filer) to cease being a reporting issuer. The decision was based on the Filer’s application under the securities legislation of Alberta and Ontario, following its acquisition by Sundial Growers Inc. (Sundial) through a plan of arrangement. Post-acquisition, the Filer became a wholly-owned subsidiary of Sundial, and only outstanding warrants exercisable into Sundial securities remained.
The Filer’s securities, other than the warrants, were owned by fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide. The Filer’s securities were delisted from the Canadian Securities Exchange and the OTCQB Venture Market, and no securities were traded on any public marketplace.
The Filer was not in default of securities legislation except for the obligation to file certain interim financial documents. It was not eligible to surrender its reporting issuer status under a simplified procedure due to this default and the number of warrant holders.
The Commission’s decision, underpinned by the relevant securities acts and regulations, including National Policy 11-206 and Multilateral Instrument 11-102, concluded that the Filer met the legislative requirements to cease being a reporting issuer. The order was granted as the Filer no longer required public disclosure obligations, given its acquisition by Sundial and the limited number of security holders.