The Securities Commission has granted Logan Energy Corp. (the Filer) an exemption from the requirement to have current annual financial statements and an Annual Information Form (AIF) to be eligible to file a short form prospectus. This decision is based on the provisions of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101), specifically paragraph 2.2(d), and is subject to the conditions outlined in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
Key Facts:
– The Filer, incorporated on March 10, 2023, is a reporting issuer in multiple Canadian provinces.
– It acquired oil and gas assets from Spartan Delta Corp. through a spin-out transaction and became a reporting issuer as a result.
– The Filer’s shares are listed on the TSX Venture Exchange.
– Its first financial year-end is December 31, 2023, with financial statements and AIF due by April 30, 2024.
– The Filer has filed a Form 2B, providing financial statements and disclosures comparable to those required by NI 44-101.
Reasoning:
– The Filer’s Form 2B includes audited financial statements and operating statements for the spin-out assets, offering disclosure comparable to annual financial statements.
– The Filer does not qualify for the exemptions typically available to new or successor reporting issuers under NI 44-101.
– The information on the Filer’s SEDAR+ profile is materially similar to what would be included in a long form prospectus.
Outcome:
– The exemption allows the Filer to file a short form prospectus until the earlier of April 30, 2024, or the date it files its annual financial statements and AIF for the year ended December 31, 2023.
– The Filer must include or reference the Form 2B in any preliminary and final short form prospectus filed before this exemption expires.
The decision is supported by the Alberta Securities Commission as the principal regulator and reflects the decision of the securities regulatory authority in Ontario. The exemption is contingent on the Filer’s compliance with the conditions set forth, ensuring investors have access to the necessary financial information.