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Terra Firma Capital Corporation – s. 1(6) of the OBCA

2023-12-08 | Order | Business Corporations Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/terra-firma-capital-corporation-s-16-obca

Statutes Cited: 1. Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 1(6).


The Ontario Securities Commission (OSC) has issued an order recognizing that Terra Firma Capital Corporation (the Applicant) has ceased to offer its securities to the public. This decision is based on subsection 1(6) of the Business Corporations Act (Ontario) (OBCA).

Key points from the decision include:

– The Applicant is an offering corporation under the OBCA and has its head office in Toronto, Ontario.
– The Applicant has no plans to seek public financing through securities offerings.
– Previously, on November 20, 2023, the Applicant received an order confirming it is not a reporting issuer in Ontario or any other Canadian jurisdiction, as per National Policy 11-206.
– The facts presented in the previous order remain accurate.

The OSC concluded that deeming the Applicant to have ceased public offerings of its securities would not be detrimental to the public interest. Consequently, the OSC ordered that the Applicant is considered to have stopped offering its securities to the public under the OBCA as of December 8, 2023.