The Securities Commission has granted an exemption to Arizona Lithium Limited (the Buyer) from complying with Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) regarding its bid to acquire all outstanding class A common shares of Prairie Lithium Corporation (the Target), a non-reporting issuer. This exemption is based on the fact that the Target is not a reporting issuer, has no published market for its securities, and the number of security holders exceeds the threshold allowed under the Non-Reporting Issuer Exemption (NRI Exemption) in NI 62-104.
The Target has 99 registered shareholders and 89 beneficial shareholders, with the majority residing in Saskatchewan, Alberta, and Ontario. The Buyer is relying on an exemption from the Take-Over Bid Requirements in jurisdictions other than Saskatchewan, Alberta, and Ontario. The Target’s shareholders are eligible under the private issuer exemption in section 2.4 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), and key stakeholders holding over 60% of the Target’s shares support the bid.
The exemption was issued under the authority of the securities legislation of Saskatchewan and Ontario, with the Financial and Consumer Affairs Authority of Saskatchewan acting as the principal regulator. The decision was made after considering the relevant facts and representations by the Filers, and it was determined that the exemption meets the test set out in the Legislation.