The Securities Commission granted an order for Nomad Royalty Company Ltd. (the Filer) to cease being a reporting issuer. The Filer, governed by the Canada Business Corporations Act, had its common shares acquired by Sandstorm Gold Ltd. (the Purchaser) through a plan of arrangement. The arrangement was approved by the Filer’s shareholders and the Superior Court of Quebec.
Post-acquisition, the Filer’s shares were delisted from multiple stock exchanges, and it was no longer required to comply with continuous disclosure requirements in the United States. The Filer had outstanding warrants, which upon exercise, entitled holders to Purchaser Shares instead of Filer Shares. The Filer was not contractually obligated to remain a reporting issuer for the warrant holders.
The Filer could not use simplified procedures for ceasing to be a reporting issuer due to the number of security holders. It had no plans for public financing or issuing new securities, except to the Purchaser or its affiliates. The Filer was in compliance with securities legislation, except for certain interim financial filings.
The order was based on the Filer’s representations and the test set out in the applicable securities legislation, specifically section 1(10)(a)(ii) of the Securities Act (Ontario) and related regulations. The decision was made by the principal regulator, Autorité des marchés financiers, and was also representative of the decision by the securities regulatory authority in Ontario.