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Outcrop US Limited

2023-11-28 | Order | Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/outcrop-us-limited

Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).


The Securities Commission has rendered a decision concerning Outcrop US Limited (the Filer), resulting in the Filer ceasing to be a reporting issuer in all Canadian jurisdictions where it previously had this status. The decision was based on several key findings:

1. The Filer is not an OTC reporting issuer as defined under Multilateral Instrument 51-105.
2. The Filer’s securities are held by fewer than 15 securityholders in each Canadian jurisdiction and by fewer than 51 securityholders worldwide.
3. The Filer’s securities are not traded on any marketplace or facility where trading data is publicly reported, either in Canada or internationally.
4. The Filer has requested to cease being a reporting issuer in all Canadian jurisdictions where it is recognized as such.
5. The Filer is not in default of any securities legislation in any jurisdiction.

The decision was made under the authority of Section 88 of the Securities Act (R.S.B.C. 1996, c. 418) and Section 1(10)(a)(ii) of the Securities Act (R.S.O. 1990, c. S.5, as amended), and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

The British Columbia Securities Commission acted as the principal regulator for this application and the order also reflects the decision of the securities regulatory authority in Ontario. The outcome is that the Filer has been granted the Order Sought and is no longer a reporting issuer, thereby reducing its regulatory obligations related to reporting and disclosure.