The Ontario Securities Commission granted Sprott Physical Copper Trust (the Trust) an exemption from the requirement in paragraph 2.2(d) of National Instrument 44-101 (NI 44-101) to allow the Trust to file a short form or shelf prospectus despite not having completed a financial year or having current annual financial statements or an annual information form (AIF). This decision enables the Trust to expedite future offerings of its units.
Key Facts:
1. The Trust, managed by Sprott Asset Management LP, completed its initial public offering (IPO) on June 7, 2024, and has not yet completed a financial year.
2. The Trust wishes to use a short form or shelf prospectus for future offerings, which is more efficient than a long form prospectus.
3. The Trust has filed audited financial statements for the period from April 12, 2024, to April 19, 2024, and plans to file interim and annual financial statements for 2024.
Reasoning:
The exemption was granted to facilitate the Trust’s ability to raise additional capital efficiently. The Trust will incorporate by reference its IPO financial statements or other audited financial statements, along with required management reports and disclosures, into any short form or shelf prospectus.
Outcome:
The exemption is granted with conditions, including the incorporation of specific financial statements and disclosures into any prospectus filed. The exemption will expire on the earlier of the filing of the Trust’s 2024 annual financial statements or June 7, 2025.
Relevant Laws:
– National Instrument 44-101 Short Form Prospectus Distributions, ss. 2.2(d) and 8.1
– National Instrument 44-102 Shelf Distributions
– National Instrument 81-106 Investment Fund Continuous Disclosure
– Multilateral Instrument 11-102 Passport System