The Ontario Securities Commission (OSC) has granted consent to Spitfyre Capital Inc. for its continuation from the jurisdiction of the Business Corporations Act (Ontario) (OBCA) to the Canada Business Corporations Act (CBCA). This decision is pursuant to subsection 21(b) of Ontario Regulation 398/21 made under the OBCA and section 181 of the OBCA.
Spitfyre Capital Inc., an offering corporation incorporated under the OBCA, is currently listed on the TSX Venture Exchange and is a reporting issuer in Ontario, British Columbia, and Alberta. The company has proposed a qualifying transaction involving an amalgamation with NeoTerrex Corporation, following which it plans to continue under the CBCA.
The Commission’s consent follows Spitfyre Capital Inc.’s representations that it is not in default under any provisions of the OBCA, the Securities Act (Ontario), or any other securities legislation where it is a reporting issuer, and it is not subject to any related proceedings. The company’s shareholders approved the continuation without dissent at a meeting where the implications and reasons for the continuance were fully disclosed.
The OSC’s consent is based on the assessment that the continuation would not be prejudicial to the public interest. The decision was made on December 18, 2023.