Securities Law & Instruments

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NOTICE OF COMMISSION APPROVAL OF

REPEAL AND REPLACEMENT OF

NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS,

RELATED FORMS AND COMPANION POLICY

AND

AMENDMENTS TO

NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES,

RELATED FORM AND COMPANION POLICY

AND

REPEAL AND REPLACEMENT OF

OSC RULE 45-501 ONTARIO PROSPECTUS AND REGISTRATION EXEMPTIONS,

RELATED FORM AND COMPANION POLICY

All of the instruments listed below are being published in a Supplement to this Bulletin. Full notices of these instruments are contained in that Supplement.

On July 7, 2009, the Commission made the following as rules (the Rules) under the Securities Act (Ontario):

• amended and restated National Instrument 45-106 Prospectus and Registration Exemptions, Form 45-106F1 Report of Exempt Distribution, Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, Form 45-106F3 Offering Memorandum for Qualifying Issuers, Form 45-106F4 Risk Acknowledgement and Form 45-106F5 Risk Acknowledgement -- Saskatchewan Close Personal Friends and Close Business Associates,

• amendment instrument amending National Instrument 45-102 Resale of Securities and Form 45-102F1 Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities,

• amended and restated OSC Rule 45-501 Ontario Prospectus and Registration Exemptions and Form 45-501F1 Report of Exempt Distribution, and

• amendment instruments amending the following:

    • National Instrument 33-105 Underwriting Conflicts,

    • National Instrument 51-102 Continuous Disclosure Obligations,

    • OSC Rule 45-801 Implementing Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants, and

    • OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions.

Also on July 7, 2009, the Commission adopted the following as policies (the Policies):

    • amended and restated Companion Policy 45-106CP Prospectus and Registration Exemptions,

    • amended and restated Companion Policy 45-102CP Resale of Securities, and

    • amended and restated Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions.

The Rules were delivered to the Minister of Finance on July 15, 2009. Subject to Ministerial approval, the Rules will come into force on the later of the following: (a) September 28, 2009 and (b) the day on which sections 5 and 11, subsection 12(1) and section 13 of Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force. The Policies will come into force on the same date as the Rules.

July 17, 2009