Regulatory & Legal · for grant officers, investors, regulators
North 49 Shrimp Co. Ltd. is a British Columbia . Our regulatory map covers , the BC Ministry of Environment, the BC Ministry of Agriculture, the receiving municipality, and our certification stack: , 2-star, , and the . Designed from the ground up against the precedent that closed Berezan Shrimp Co. in 2019.
A single-tier British Columbia corporation, structured to preserve tax treatment for as long as North 49 operates. Standalone — not held under any other portfolio company — so that one venture cannot drag another.
| Class | Type | Voting | Status |
|---|---|---|---|
| Class A | Voting common | One vote per share | ACTIVE |
| Class B | Non-voting common | Zero | SUSPENDED |
| Class C | Founders’ restricted | One vote per share | ACTIVE |
| Class D | Preferred (placeholder) | Set by board at issuance | RESERVED |
Detailed class rights — vesting (Class C), Clause 14 firewall mechanics (Class B), pre-emptive rights, ROFR, tag-along, drag-along, and shotgun — are codified in the Shareholders' Agreement v1 (gate L-02, target Day +21).
Layer 1
Signed by the advisor personally; sent certified mail to the distribution partner's Ethics & Compliance Office before any commercial transaction. Includes cap table, trust agreement, ShA Clause 14, and the comparable-uncontrolled-price benchmarking methodology as annexes.
Layer 2
Independent corporate trustee (Computershare, Odyssey, or TSX Trust). The advisor has no contemporaneous knowledge of holdings beyond audited annual financial statements. Trustee is contractually barred from communicating with corporation management on corporation affairs.
Layer 3
Binds the advisor to recusal, arm's-length CUP pricing benchmarked to a 12-month VWAP from unrelated vendors, and forced divestiture at the distribution partner's written demand. Indemnification carve-out for breach of the Costco Code.
Twenty-two permits, certifications, and customer-specific compliance gates across federal, provincial, municipal, and certification jurisdictions. Every row is sourced from the cross-discipline regulatory review; status reflects the state of the file at 2026-05-25.
| Jurisdiction | Permit / Certification | Authority | Lead time | Cost (CAD) | Trigger | Status | Open gate |
|---|---|---|---|---|---|---|---|
| Federal | SFC Licence — manufacturing / processing fish | CFIA, under SFCA + SFCR (SOR/2018-108) Part 6 Div 5 | 3–4 mo (first-time fish: ~70 business days pre-issuance verification) | $307.96 / 2 yr (V-SFC-fee — verify CPI 2026-03-31) | Any inter-provincial sale, export, or import of fish products | Open | V-SFC-fee |
| Federal | Form 5670 Aquatic Animal Import Permit (per source / per shipment)KILL-1 | CFIA Aquatic Animal Health, under Health of Animals Act | 4–10 wk per permit; AIRS check pre-each-shipment | $35–$110 per permit | Each live PL or broodstock import | KILL gate | V-03 |
| Federal | DFO ITC Section 56 Licence (non-native species movement)KILL-1b | Fisheries and Oceans Canada — Introductions and Transfers Committee | 90–180 days (PARALLEL to CFIA Form 5670) | $5,000 est. (consulting biologist for escape-mitigation plan) | Required BEFORE any L. vannamei PL receive in BC (non-native species) | KILL gate | NEW-V-11 |
| Federal | Health Canada novel-food submission (conditional) | Health Canada Bureau of Food Surveillance and Science Integration | 6–18 mo | $0 filing; consultant $30–50K | Health / novel-food claims beyond standard "farm-raised shrimp" | Conditional | V-Health-Canada-novel-food |
| BC Provincial | Environmental Farm Plan — Statement of Completion | IAF (BC), under Sustainable CAP | 3–6 mo | $0 | Cost-share funding eligibility (BMP, Sustainable CAP) | Open | — |
| BC Provincial | AEM Code (BC Reg 8/2019) — Director Notification | BC Ministry of Environment & Climate Change Strategy | 60 days before build/modify | $0 | Construction of any on-farm wastewater treatment system | Open | — |
| BC Provincial | Municipal Wastewater Regulation (BC Reg 87/2012) authorizationKILL-3 | BC Ministry of Environment & Climate Change Strategy | 6–18 mo | $80K–$250K engineering + filing | Process water >22,700 L/day to ground, or any volume to water | KILL gate | V-MWR-amend |
| BC Provincial | Water Sustainability Act groundwater licence (well-fed sites only) | BC Ministry of Forests, Lands, Natural Resource Operations & Rural Development | 12–24 mo (Lower Mainland) | $250 application + annual rental | Any non-domestic groundwater use | Conditional | V-WSA-amendment |
| Municipal | Pre-application meeting (Township of Langley / Abbotsford / Surrey) | Receiving municipality | 2–4 wk | $0–$500 | Site lock-in — confirm M-2 aquaculture-as-permitted-use | Open | V-M2-aquaculture |
| Municipal | Building permit (Phase 1) | Receiving municipality | 3–5 mo | $15K–$40K + DCC | Construction or tenant improvement exceeding threshold | Open | — |
| Municipal | Stormwater Management Plan (P.Eng-stamped) | Receiving municipality | 2–4 mo (parallel to building permit) | $25K–$60K civil engineering | Building threshold or watercourse affected | Open | — |
| Municipal | Business Licence | Receiving municipality | 2 wk | $200–$500 / yr | Any business operation | Open | — |
| ALR | Confirmation of farm-use status (BC Reg 30/2019 §5(2)(c)) | ALC (Agricultural Land Commission) | 1 wk (PID map search) | $0 | Site lock-in IF parcel is in the ALR | Conditional | V-06 |
| Food safety / HACCP | Written Preventive Control Plan (PCP) | CFIA (SFCR Part 4 + s.86–88) | 3–4 mo (concurrent with SFC Licence) | Consultant ~$35K | SFC Licence prerequisite | Open | V-Live-HACCP |
| Food safety / HACCP | HACCP CCPs — frozen-product + live-product branches | CFIA Bacteriological Guidelines (+ US FDA for export) | Concurrent with PCP | Included in PCP build | SFC + foreign-supplier-verification path | Open | V-Live-HACCP |
| GFSI | BRCGS Issue 9 (primary GFSI scheme) | BRCGS via licensed auditor (DNV, SAI Global, NSF, BV, Intertek) | 10 mo build-to-cert | ~$25–40K USD Y1; $8–12K USD/yr surveillance | Costco, Loblaw, Walmart Canada, Sysco requirement | Open | — |
| Aquaculture sustainability | BAP (Best Aquaculture Practices) 2-star — farm + processing | Global Seafood Alliance via BAP auditor | 6–12 mo | ~$5–10K USD initial + $3–6K USD/yr | Costco shrimp preference ("BAP 2 star plus" — interpretation TBC) | Open | V-Costco-RSP |
| Aquaculture sustainability | ASC (Aquaculture Stewardship Council) certification | ASC via licensed CAB | 12–18 mo | ~$8–15K USD initial + $5–8K USD/yr | Costco preferred mark; Year 3+ target | Open | — |
| Customer | Costco Global Food Safety Audit + Addendum v3.0 | Costco Wholesale Ethics & Compliance + Food Safety | 4–8 wk after GFSI | Audit fee included; ~$3K Costco-specific consultant | First Costco PO | Open | — |
| Customer | Costco RSP — Responsible Sourcing Policy for farmed shrimp | Costco (ASC, BAP 2-star plus, Ocean Wise, or Seafood Watch Best Choice) | Concurrent with audit | Audit fee | First Costco shrimp PO | Open | V-Costco-RSP |
| Customer | EDI 856 ASN integration (SPS Commerce / TrueCommerce) | Costco via VAN | 2–4 rounds (8–16 wk) | $300–$800 / mo + $2,500 setup | First Costco PO | Open | — |
| Workplace | WorkSafeBC registration + Classification Unit | WorkSafeBC | 2 wk | ~$1.85–2.50 per $100 payroll | Pre-first-hire | Open | HR-G01 |
Month 0 is lease LOI. Three hard-stop KILL gates anchor the path: KILL-1 CFIA pre-clearance for the named PL hatchery, KILL-1b DFO Section 56 Licence for non-native species movement into BC (added per Phase 4 cross-model review), and KILL-3 BC authorization. Without these, no postlarvae enter the facility and no operational discharge can begin.
Indoor shrimp RAS produces high-salinity (~28 ppt = ~16,800 mg/L chloride) wastewater. Discharge to municipal sanitary sewer is governed by the local sewer-use bylaw — in Township of Langley and Surrey (Metro Vancouver members) that is GVS&DD Sewer Use Bylaw No. 299, 2007 plus the TOL Sewerworks Regulation Bylaw No. 5367 supplement; in Abbotsford (own treatment plant) it is Abbotsford Sewer Regulations Bylaw No. 2664-2017 (Restricted Wastes + Codes of Practice Schedules D–H). Specific numerical chloride / TDS / BOD / TSS limits must be pulled from a clean PDF directly from Metro Vancouver Liquid Waste Services (604-432-6200) or Abbotsford Source Control before any LOI. Realistic brine-handling CAPEX (RO concentration, crystallization, or trucked disposal) is $300K–$800K, plus $50K–$150K/yr OPEX (not the $50–150K range previously cited). If a candidate building’s storm-water route reaches the Fraser system, DFO s.36 of the Fisheries Act requires a federal authorization on top of the BC EMA / MWR path — adding ~$100K and ~12 months. Pre-treatment design and a P.Eng water-balance study are required before any LOI.
closed in September 2019 in this same Langley geography after twenty-two months. The proximate disease event was an outbreak traced to Texas-imported postlarvae — a single event that reshaped Canadian aquatic-animal-import policy and produced the current CFIA source-state bans. We have studied that closure in detail. The same regulatory regime that closed Berezan is now our moat.
Berezan failure mode 1
IHHNV outbreak from Texas-imported postlarvae closed Berezan in September 2019 after 22 months.
How North 49 is different
Postlarvae sourced exclusively from CFIA-cleared SPF hatcheries; American Penaeid SC as primary, Mexican alternate qualified. CFIA Form 5670 pre-clearance + AIRS check + PCR pre-stock testing on every shipment. Dedicated on-site quarantine raceway for first imports.
Berezan failure mode 2
Single point of failure: a vertical RAS system meant any tank failure cascaded into total biomass loss.
How North 49 is different
Modular Atarraya boxes — twenty independent units in Phase 1. Any single tank failure is a 5% capacity event, not a 100% one. Local-mode firmware allows ≥72-hour autonomous box operation if the cloud is unreachable.
Berezan failure mode 3
Labour cost overrun was Berezan’s own stated #1 failure mode.
How North 49 is different
Five-FTE Phase 1 operating team designed for lean processing automation from Day 1; cross-trained Aquaculture Technicians; Y2 loaded payroll capped at $449,852.
Berezan failure mode 4
Cloud-dependent vendor systems risk biomass death if connectivity drops.
How North 49 is different
Atarraya Master Licence Agreement makes 72-hour local-mode firmware a deal-breaker. Heater, blower, pump, dosing, and lighting all fall back to local control; cloud is for telemetry and optimization, not life-support.
Berezan failure mode 5
No traceability lot discipline; affected lot at Berezan could not be reliably bounded.
How North 49 is different
Single-PCR-verified-lot stocking per tank; case-level lot code DEEN-YYYYMMDD-CC-HH-PB-BB; 99% recall reconciliation within 4 hours; recall exercise twice per year, exceeding the CFIA annual minimum.
The Master Licence Agreement with our technology vendor carries five deal-breaker terms. Each maps to a documented failure mode in the cross-discipline review; full mechanics, geographic carve-outs, and termination operating rights are on the /product page.
Ask 1
Released to North 49 on Atarraya bankruptcy, cessation of cloud-service support, or material breach. Covers firmware, cloud orchestration, sensor stack, and operations dashboard.
Ask 2
Improvements made by North 49 personnel or contractors are assigned to North 49 with a non-exclusive royalty-free grant-back to Atarraya for use outside Canada and the US Pacific Northwest. Field-of-use limited to indoor RAS biofloc shrimp.
Ask 3
Phase 2 NPV swing roughly $959K. Royalty cap on a percentage of trailing-12-mo EBITDA protects against unprofitable years.
Ask 4
Biomass dies in hours on cloud failure. Heater, blower, pump, dosing, lighting all under local-control fallback. Hardware deal-breaker.
Ask 5
Gates KILL-1. American Penaeid SC as primary plus Belize / Mexican alternate as dual-source qualification. No hardware deposit until the dry-run permit is in hand.
Improvement IP — BC-specific cold-climate adaptations, microbial-consortia tuning for sub-15°C make-up water, and salinity/TAN control schedules paired with a cold-water aquifer source — is owned by North 49 with a non-exclusive royalty-free grant-back to the licensor outside Canada and the US Pacific Northwest.
Eleven open or conditional gates, each with a named owner and a target close date. Sourced from the regulatory cross-discipline review §7 and the general counsel review §9. KILL-1 gates the Atarraya equipment commitment; interpretation gates the BAP audit scope; map search is on standby unless a Phase 2 ALR parcel is revived.
| Gate ID | Description | Owner | Target | Status |
|---|---|---|---|---|
| V-03KILL-1 | CFIA AIRS confirmation + Form 5670 dry-run permit for American Penaeid SC (and Mexican alternate) | Founder + animal-health counsel | Day +90 | OPEN |
| NEW-V-11KILL-1b | DFO ITC Section 56 Licence pre-consultation — non-native L. vannamei movement into BC. PARALLEL to CFIA Form 5670; ITC can veto even when CFIA clears. | Founder + DFO-accredited environmental consultant | Day +30 (pre-consultation) | OPEN |
| V-04 | AgriInnovate eligibility pre-consult re-verification (program currently closed); secondary check on FACTAP / BCSRIF / NRC IRAP as substitutes | Founder + Finance | Day +14 | OPEN |
| V-06 | If 25940 56 Ave revived as Phase 2 land-bank: ALC ALR map search by PID + BC Assessment title + lien search | Land lawyer | Pre-LOI on parcel | CONDITIONAL |
| V-09 | Coast Salish Nations consultation outcome documented for Salish Sea Shrimp brand (decide-by 2026-08-23) | Indigenous-law counsel + cultural consultant | 2026-08-23 | OPEN |
| V-Costco-RSP | Confirm Costco "BAP 2 star plus" reads as BAP-2-star-and-above OR BAP-2-star-with-Ocean-Wise overlay; map to BAP audit scope | Founder + QA Manager | First Costco buyer call | OPEN |
| V-Health-Canada-novel-food | Determine whether any consumer-facing label or marketing copy makes a biofloc-grown health claim that triggers Health Canada novel-food review | Founder + marketing counsel | Pre-launch of any branded SKU | CONDITIONAL |
| V-MWR-amend | Pull BC Reg 171/2025 full amendment text; wastewater P.Eng maps aquaculture-effluent-relevant changes against Module 03 §4.1 treatment train | Wastewater P.Eng | Day +14 | OPEN |
| V-WSA-amend | Pull BC Reg 18/2026 full amendment text; confirm groundwater licensing / rental-rate changes IF site is well-fed | Hydrogeologist | Pre-LOI on any well-fed site | CONDITIONAL |
| V-M2-aquaculture | Pre-application meeting with receiving municipality on shortlist M-2 bays confirming aquaculture as permitted M-2 use | Real estate + planning consultant | Pre-LOI on each shortlist site | OPEN |
| V-SFC-fee | Verify current 2026-03-31 CFIA Fees Notice figure for fish-sector SFC Licence (Module 03 cites $307.96; live CFIA page may differ) | Founder | Day +7 | OPEN |
| V-Live-HACCP | Live-product HACCP / PCP branch built parallel to frozen-product branch from Month 0 of QA Manager hire | QA Manager | Month +3 | OPEN |