Securities Law & Instruments

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CSA Multilateral Notice and Request for Comment
Proposed Amendments to National Instrument 45-106
Prospectus Exemptions relating to Reports of Exempt Distribution



June 8, 2017

Introduction

The Canadian Securities Administrators (CSA or we) are publishing for a 90-day comment period proposed amendments (the Proposed Amendments) to National Instrument 45-106 Prospectus Exemptions (NI 45-106) that would amend the report of exempt distribution set out in Form 45-106F1 Report of Exempt Distribution (the Report). The British Columbia Securities Commission did not publish the proposed instrument for comment, although staff anticipates doing so in the near future, after obtaining necessary approval.

The Proposed Amendments are set out in Annex A of this notice. Certain other relevant information is set out in Annexes B through D. This notice will also be available on the following websites of CSA jurisdictions:

www.albertasecurities.com
www.fcaa.gov.sk.ca
www.msc.gov.mb.ca
www.osc.gov.on.ca
www.lautorite.qc.ca
www.fcnb.ca
nssc.novascotia.ca

Substance and Purpose

Issuers and underwriters who rely on certain prospectus exemptions to distribute securities are required to file the Report within the prescribed timeframe.

The Proposed Amendments:

• provide greater clarity and flexibility regarding the certification requirement of the Report while still supporting the regulatory objectives of filed Reports being true and complete, and

• streamline certain information requirements to assist filers in completing the Report while still providing us with the information necessary for oversight and policy development.

The Proposed Amendments are primarily intended to address concerns expressed by foreign dealers conducting offerings into Canada, and Canadian institutional investors, about the unintended effects of the certification requirement and other information requirements in the Report on these offerings. However, we believe the Proposed Amendments will be beneficial to all filers.

The Proposed Amendments also include minor amendments addressing feedback received by CSA staff following the implementation of the Report.

Background

In April 2016, we published the Report which came into force in all CSA jurisdictions on June 30, 2016.{1} The Report replaced both the prior version of Form 45-106F1 Report of Exempt Distribution and Form 45-106F6 British Columbia Report of Exempt Distribution. The Report was intended to:

1) reduce the compliance burden for issuers and underwriters by having a harmonized report of exempt distribution, and

2) provide securities regulators with the necessary information to facilitate more effective regulatory oversight of the exempt market and improve analysis for policy development purposes.

In spring and summer 2016, CSA staff became aware of concerns expressed by foreign dealers conducting offerings into Canada, as well as Canadian institutional investors, about the certification requirements and certain information requirements in the Report. We understand that in certain instances, Canadian institutional investors noted that they had been excluded from participating in foreign offerings into Canada in part due to dealers' concerns regarding the certification of the Report as well as the more extensive information required in the Report.

As a result of these concerns, we provided relief from the requirement to disclose whether a purchaser is a registrant or an insider of the issuer in certain circumstances. This relief was provided by all CSA members, except Ontario, by issuing blanket orders effective June 30, 2016 (the Blanket Order Relief). In Ontario, the relief was provided through an Ontario-only amendment that came into force on July 29, 2016.

We understood that there continued to be difficulties in respect of the certification, creating unintended complications in respect of access by Canadian institutional investors to foreign investment opportunities. On September 29, 2016, CSA staff re-issued CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions to alleviate certain of the concerns raised regarding certification and other matters. The Proposed Amendments are intended to further address these concerns.

Summary of the Proposed Amendments

The key Proposed Amendments together with an explanation of the rationale for each change are summarized below.

Certification

Item 10 of the Report requires that a director or officer of the issuer or underwriter certify that he or she has read and understood the Report and all of the information provided in the Report is true.

We propose to amend the certification to:

• clarify that the individual certifying the Report is doing so on behalf of the issuer or underwriter,

• require the individual to certify that the information provided in the Report is "true and, to the extent required, complete",

• include a knowledge qualifier,

• permit authorized agents to sign the certification, and

• remove the bold all-caps statement that it is an offence to make a misrepresentation and replace it with a reminder of the obligation to file the Report.

Annex B to this notice includes a blackline of Item 10 indicating the proposed changes and the rationale for each change.

Information Requirements

The table below describes the Proposed Amendments relating to certain information requirements in the Report.

Information Requirement

Proposed Changes

Item 5 -- Issuer Information & Item 6 -- Investment Fund Issuer Information

Item 5g) Public listing status

The Report requires filers to provide the names of all exchanges on which the issuer's securities are listed.

and

Item 6e) Public listing status of the investment fund

We propose to amend each of these Items so that filers are only required to provide the name of the exchange on which the issuer's securities primarily trade. Filers will still only need to include the name of an exchange for which the issuer has applied for and received a listing.

We believe this amendment will reduce the burden on filers completing the Report for issuers with securities listed on multiple exchanges globally, while still providing information that is relevant for our analysis of exempt market activity.

Item 9 -- Directors, Executive Officers and Promoters of the Issuer

Issuer exemption category

The Report contains an exemption from the information requirement of this Item for five categories of issuers and requires filers to consider and indicate whether each of the exemption categories is applicable to the issuer.

We propose to amend this Item so that filers are only required to indicate one of the applicable exemption categories.

We believe this amendment will reduce the burden on filers by limiting the time and analysis necessary to determine whether an exemption from information required by the Item is available.

Schedule 1 -- Purchaser Information

Details of exemption relied on if relying on section 2.3 [Accredited investor] of NI 45-106{2}

Schedule 1 to the Report requires filers to provide the paragraph number in the definition of "accredited investor" in section 1.1 of NI 45-106 that applies to the purchaser.

We propose to amend Schedule 1 to allow issuers distributing securities to non-individual permitted clients to indicate this without having to specify the applicable paragraph number in the definition of "accredited investor" in section 1.1 of NI 45-106.

We believe this amendment will reduce the burden on filers completing Schedule 1, particularly in circumstances where an issuer is distributing eligible foreign securities only to permitted clients, while still providing information about individual purchasers that will assist in our compliance programs and future policy work.

{2} In Ontario, the accredited investor exemption is set out under subsection 73.3(2) of the Securities Act (Ontario).

Other Amendments

The Proposed Amendments also include other minor amendments that:

• reflect changes to how the Bank of Canada publishes foreign exchange rate data,

• reflect the Blanket Order Relief, except in Ontario where the relief has already been adopted,

• clarify certain instructions, and

• update the contact information of the securities regulatory authority or regulator in each local jurisdiction.

We have also included an amendment to the exemption section of NI 45-106 which clarifies the exemption granting authority in Alberta.

Local Matters

Annex D includes, where applicable, additional information that is relevant in a local jurisdiction only.

Request for Comments

We welcome your comments on the Proposed Amendments.

Please submit your comments in writing on or before September 6, 2017. If you are not sending your comments by email, please send a CD containing the submissions (in Microsoft Word format).

Address your submission to the CSA as follows:

Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island
Securities Commission of Newfoundland and Labrador
Superintendent of Securities, Yukon
Superintendent of Securities, Northwest Territories
Superintendent of Securities, Nunavut

Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA jurisdictions.

The Secretary
Ontario Securities Commission
20 Queen Street West
22nd Floor
Toronto, Ontario M5H 3S8
Fax: 416-593-2318
comments@osc.gov.on.ca
Me Anne-Marie Beaudoin
Corporate Secretary
Autorité des marchés financiers
800, rue du Square-Victoria, 22e étage
C.P. 246, tour de la Bourse
Montréal, Québec H4Z 1G3
Fax: 514-864-6381
consultation-en-cours@lautorite.qc.ca

We cannot keep submissions confidential because securities legislation in certain provinces requires publication of a summary of the written comments received during the comment period. Please note that comments received will be made publicly available and posted on websites of the Alberta Securities Commission at www.albertasecurities.com, the Ontario Securities Commission at www.osc.gov.on.ca and the Autorité des marchés financiers at www.lautorite.qc.ca, and may be posted on the websites of certain other securities regulatory authorities. You should not include personal information directly in the comments to be published. It is important that you state on whose behalf you are making the submission.

Content of Annexes

This notice contains the following annexes:

Annex A -- Proposed amendments to National Instrument 45-106 Prospectus Exemptions

Annex B -- Proposed amendments to Item 10 -- Certification of Form 45-106F1 Report of Exempt Distribution

Annex C -- Blackline of amended Form 45-106F1 Report of Exempt Distribution reflecting the proposed amendments

Annex D -- Local matters

Questions

Please refer your questions to any of the following:

Jo-Anne Matear
David Mendicino
Manager, Corporate Finance Branch
Senior Legal Counsel, Corporate Finance Branch
Ontario Securities Commission
Ontario Securities Commission
416-593-2323
416-263-3795
jmatear@osc.gov.on.ca
dmendicino@osc.gov.on.ca
Yan Kiu Chan
Kevin Yang
Legal Counsel, Corporate Finance Branch
Senior Research Analyst, Strategy and Operations
Ontario Securities Commission
Ontario Securities Commission
416-204-8971
416-204-8983
ychan@osc.gov.on.ca
kyang@osc.gov.on.ca
Frederick Gerra
Gloria Tsang
Legal Counsel, Investment Funds and Structured Products
Legal Counsel, Compliance and Registrant Regulation Branch
Ontario Securities Commission
Ontario Securities Commission
416-204-4956
416-593-8263
fgerra@osc.gov.on.ca
gtsang@osc.gov.on.ca
Jessie Gill
Steven Weimer
Legal Counsel, Corporate Finance
Team Lead, Compliance, Data & Risk
Alberta Securities Commission
Alberta Securities Commission
403-355-6294
403-355-9035
jessie.gill@asc.ca
steven.weimer@asc.ca
Tony Herdzik
Wayne Bridgeman
Deputy Director, Corporate Finance
Deputy Director, Corporate Finance
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
306-787-5849
204-945-4905
tony.herdzik@gov.sk.ca
wayne.bridgeman@gov.mb.ca
Valérie Dufour
Ella-Jane Loomis
Senior Analyst, Corporate Finance
Senior Legal Counsel, Securities
Autorité des marchés financiers
Financial and Consumer Services Commission (New Brunswick)
514-395-0337 ext: 4389
506-658-2602
valerie.dufour@lautorite.qc.ca
ella-jane.loomis@fcnb.ca
Jack Jiang
John O'Brien
Securities Analyst, Corporate Finance
Superintendent of Securities
Nova Scotia Securities Commission
Office of the Superintendent of Securities
902-424-7059
Government of Newfoundland and Labrador
jack.jiang@novascotia.ca
709-729-4909
JohnOBrien@gov.nl.ca
Steven D. Dowling
Rhonda Horte
Acting Director
Securities Officer
Consumer, Labour and Financial Services Division Department of Justice and Public Safety
Office of the Yukon Superintendent of Securities
Government of Prince Edward Island
Government of Yukon
902-368-4551
867-667-5466
sddowling@gov.pe.ca
rhonda.horte@gov.yk.ca
Thomas W. Hall
Jeff Mason
Superintendent of Securities
Superintendent of Securities
Department of Justice
Department of Justice
Government of the Northwest Territories
Government of Nunavut
867-767-9305
867-975-6591
tom_hall@gov.nt.ca
jmason@gov.nu.ca

{1} In Ontario, the Report was amended on July 29, 2016 as further described in this section of the notice.

ANNEX A

PROPOSED AMENDMENTS TO NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS

1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.

2. Subsection 7.1(3) is amended by adding "Alberta and" before "Ontario".

3. Form 45-106F1 Report of Exempt Distribution is amended

(a) in section 9, under the heading "A. General Instructions":

(i) by deleting "noon" wherever it occurs,

(ii) by replacing "recent closing" with "recent daily", and

(iii) by deleting "If the Bank of Canada no longer publishes a daily noon exchange rate and closing exchange rate, convert foreign currency using the daily single indicative exchange rate of the Bank of Canada in the same manner described in each of the three scenarios above.";

(b) by adding the following under the heading "B. Terms used in the form" before "permitted client":

"NRD" means National Registration Database:;

(c) by replacing the portion of the form that follows the text under the heading "B. Terms used in the form" and precedes Item 5 of the form with the following:

Form 45-106F1 Report of Exempt Distribution

ITEM 1 -- REPORT TYPE

ITEM 2 -- PARTY CERTIFYING THE REPORT

ITEM 3 -- ISSUER NAME AND OTHER IDENTIFIERS

ITEM 4 -- UNDERWRITER INFORMATION

(d) in Item 5(a), by deleting "For more information on finding NAICS industry code go to Statistics Canada's NAICS industry search tool."

(e) in Item 5(g), by replacing "If the issuer is publicly listed, provide the names of all exchanges on which its securities are listed. Include only the names of exchanges for which the issuer has applied for and received a listing, which excludes, for example, automated trading systems." with "If the issuer is publicly listed, provide the name of the exchange on which the issuer's securities primarily trade. Only provide the name of an exchange and not a trading facility such as, for example, an automated trading system.";

(f) in Item 5(g), by replacing "Exchange names" with "Exchange name";

(g) in Item 6(e), by replacing "If the investment fund is publicly listed, provide the names of all exchanges on which its securities are listed. Include only the names of exchanges for which the investment fund has applied for and received a listing, which excludes, for example, automated trading systems." with "If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Only provide the name of an exchange and not a trading facility such as, for example, an automated trading system.";

(h) in Item 6(e), by replacing "Exchange names" with "Exchange name";

(i) in Item 7, by adding "in connection with the distribution" after "or finder's fees";

(j) in Item 7, by replacing "should" with "must";

(k) in Item 7(e), by replacing "Security code" with "Convertible/exchangeable security code";

(l) in Item 9, by replacing "(select all that apply)" with "(Select the one that applies -- if more than one applies, select only one.)";

(m) in Item 9, by adding "only" before "eligible foreign securities";

(n) by replacing Item 10 with the following:

ITEM 10 -- CERTIFICATION

(o) in paragraph e)2. of Schedule 1, by replacing "(select only one)" with "(Select only one -- if the purchaser is a permitted client that is not an individual, "NIPC" can be selected instead of the paragraph number.)";

(p) except in Ontario, in Schedule 1, by adding the following below the heading "f) Other information " and before "1. Is the purchaser a registrant? (Y/N)":

Paragraphs f)1. and f)2. do not apply if one or more of the following apply:

(a) the issuer is a foreign public issuer;

(b) the issuer is a wholly owned subsidiary of a foreign public issuer;

(c) the issuer is distributing only eligible foreign securities only to permitted clients.;

(q) in Ontario, in paragraph f) of Schedule 1, by replacing " In Ontario, clauses " with "Paragraphs";

(r) in Ontario, in paragraph f) of Schedule 1, by adding "only" before "eligible foreign securities";

(s) by deleting paragraph f)3. of Schedule 1 and replacing it with the following:

3. Full legal name of any person compensated for the distribution to the purchaser. If a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons compensated as provided in Item 8.);and

(t) by replacing the portion of the Form after the heading "Questions:" with the following:

Refer any questions to:

Alberta Securities Commission
Suite 600, 250 -- 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: 403-297-6454
Toll free in Canada: 1-877-355-0585
Facsimile: 403-297-2082
Public official contact regarding indirect collection of information: FOIP Coordinator
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: 604-899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: 604-899-6581
Email: FOI-privacy@bcsc.bc.ca
Public official contact regarding indirect collection of information: FOI Inquiries
The Manitoba Securities Commission
500 -- 400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: 204-945-2561
Toll free in Manitoba: 1-800-655-5244
Facsimile: 204-945-0330
Public official contact regarding indirect collection of information: Director
Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: 506-658-3060
Toll free in Canada: 1-866-933-2222
Facsimile: 506-658-3059
Email: info@fcnb.ca
Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer
Government of Newfoundland and Labrador
Financial Services Regulation Division
P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John's, Newfoundland and Labrador A1B 4J6
Attention: Director of Securities
Telephone: 709-729-4189
Facsimile: 709-729-6187
Public official contact regarding indirect collection of information: Superintendent of Securities
Government of the Northwest Territories
Office of the Superintendent of Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Telephone: 867-767-9305
Facsimile: 867-873-0243
Public official contact regarding indirect collection of information: Superintendent of Securities
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Duke Tower
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: 902-424-7768
Facsimile: 902-424-4625
Public official contact regarding indirect collection of information: Executive Director
Government of Nunavut
Department of Justice
Legal Registries Division
P.O. Box 1000, Station 570
1st Floor, Brown Building
Iqaluit, Nunavut X0A 0H0
Telephone: 867-975-6590
Facsimile: 867-975-6594
Public official contact regarding indirect collection of information: Superintendent of Securities
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: 416-593-- 8314
Toll free in Canada: 1-877-785-1555
Facsimile: 416-593-8122
Email: exemptmarketfilings@osc.gov.on.ca
Public official contact regarding indirect collection of information: Inquiries Officer
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: 902-368-4569
Facsimile: 902-368-5283
Public official contact regarding indirect collection of information: Superintendent of Securities
Autorité des marchés financiers
800, rue du Square-Victoria, 22e étage
C.P. 246, tour de la Bourse
Montréal, Québec H4Z 1G3
Telephone: 514-395-0337 or 1-877-525-0337
Facsimile: 514-873-6155 (For filing purposes only)
Facsimile: 514-864-6381 (For privacy requests only)
Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)
Public official contact regarding indirect collection of information: Corporate Secretary
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601 -- 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: 306-787-5842
Facsimile: 306-787-5899
Public official contact regarding indirect collection of information: Director
Office of the Superintendent of Securities
Government of Yukon
Department of Community Services
307 Black Street, 1st Floor
P.O. Box 2703, C-6
Whitehorse, Yukon Y1A 2C6
Telephone: 867-667-5466
Facsimile: 867-393-6251
Email: securities@gov.yk.ca
Public official contact regarding indirect collection of information: Superintendent of Securities.

4. This Instrument comes into force on •.

ANNEX B

Proposed amendments to Item 10-Certification of Form 45-106F1 Report of Exempt Distribution

ITEM 10 -- CERTIFICATION

ANNEX C

BLACKLINE OF AMENDED FORM 45-106F1 REPORT OF EXEMPT DISTRIBUTION REFLECTING THE PROPOSED AMENDMENTS

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This is a blackline showing proposed amendments to the Form 45-106F1 against the version that was adopted by the CSA on June 30, 2016.

The existing Ontario version of the Form differs from the June 30, 2016 CSA version, as the substance of the new italicized text immediately before the questions in paragraph f) of Schedule 1 of the Form was added by way of an Ontario-only amendment that came into force on July 29, 2016.

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Form 45-106F1 Report of Exempt Distribution

A. General Instructions

1. Filing instructions

An issuer or underwriter that is required to file a report of exempt distribution and pay the applicable fee must file the report and pay the fee as follows:

In British Columbia -- through BCSC eServices at http://www.bcsc.bc.ca.

In Ontario -- through the online e-form available at http://www.osc.gov.on.ca.

In all other jurisdictions -- through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities regulatory authority or regulator, as applicable, in the applicable jurisdictions at the addresses listed at the end of this form.

The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction. If a distribution is made in more than one jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file the report by completing a single report identifying all purchasers, and file the report in each jurisdiction of Canada in which the distribution occurs. Filing fees payable in a particular jurisdiction are not affected by identifying all purchasers in a single report.

In order to determine the applicable fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction.

2. Issuers located outside of Canada

If an issuer located outside of Canada determines that a distribution has taken place in a jurisdiction of Canada, include information about purchasers resident in that jurisdiction only.

3. Multiple distributions

An issuer may use one report for multiple distributions occurring within 10 days of each other, provided the report is filed on or before the 10th day following the first distribution date. However, an investment fund issuer that is relying on the exemptions set out in subsection 6.2(2) of NI 45-106 may file the report annually in accordance with that subsection.

4. References to purchaser

References to a purchaser in this form are to the beneficial owner of the securities.

However, if a trust company, trust corporation, or registered adviser described in paragraph (p) or (q) of the definition of "accredited investor" in section 1.1 of NI 45-106 has purchased the securities on behalf of a fully managed account, provide information about the trust company, trust corporation or registered adviser only; do not include information about the beneficial owner of the fully managed account.

5. References to issuer

References to "issuer" in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.

6. Investment fund issuers

If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and Schedule 1 of this form.

7. Mortgage investment entities

If the issuer is a mortgage investment entity, complete all applicable items of this form other than Item 6.

8. Language

The report must be filed in English or in French. In Québec, the issuer or underwriter must comply with linguistic rights and obligations prescribed by Québec law.

9. Currency

All dollar amounts in the report must be in Canadian dollars. If the distribution was made or any compensation was paid in connection with the distribution in a foreign currency, convert the currency to Canadian dollars using the daily noon exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily noon exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent closingdaily exchange rate of the Bank of Canada available before the distribution date. For investment funds in continuous distribution, convert the currency to Canadian dollars using the average daily noon exchange rate of the Bank of Canada for the distribution period covered by the report.

If the Bank of Canada no longer publishes a daily noon exchange rate and closing exchange rate, convert foreign currency using the daily single indicative exchange rate of the Bank of Canada in the same manner described in each of the three scenarios above.

If the distribution was not made in Canadian dollars, provide the foreign currency in Item 7(a) of the report.

10. Date of information in report

Unless otherwise indicated in this form, provide the information as of the distribution end date.

11. Date of formation

For the date of formation, provide the date on which the issuer was incorporated, continued or organized (formed). If the issuer resulted from an amalgamation, arrangement, merger or reorganization, provide the date of the most recent amalgamation, arrangement, merger or reorganization.

12. Security codes

Wherever this form requires disclosure of the type of security, use the following security codes:

Security code

Security type

BND

Bonds

CER

Certificates (including pass-through certificates, trust certificates)

CMS

Common shares

CVD

Convertible debentures

CVN

Convertible notes

CVP

Convertible preferred shares

DEB

Debentures

FTS

Flow-through shares

FTU

Flow-through units

LPU

Limited partnership units

NOT

Notes (include all types of notes except convertible notes)

OPT

Options

PRS

Preferred shares

RTS

Rights

UBS

Units of bundled securities (such as a unit consisting of a common share and a warrant)

UNT

Units (exclude units of bundled securities, include trust units and mutual fund units)

WNT

Warrants

OTH

Other securities not included above (if selected, provide details of security type in Item 7d)

B. Terms used in the form

1. For the purposes of this form:

"designated foreign jurisdiction" means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom of Great Britain and Northern Ireland;

"eligible foreign security" means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:

(a) the security is issued by an issuer

(i) that is incorporated, formed or created under the laws of a foreign jurisdiction,

(ii) that is not a reporting issuer in a jurisdiction of Canada,

(iii) that has its head office outside of Canada, and

(iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada;

(b) the security is issued or guaranteed by the government of a foreign jurisdiction;

"foreign public issuer" means an issuer where any of the following apply:

(a) the issuer has a class of securities registered under section 12 of the 1934 Act;

(b) the issuer is required to file reports under section 15(d) of the 1934 Act;

(c) the issuer is required to provide disclosure relating to the issuer and the trading in its securities to the public, to security holders of the issuer or to a regulatory authority and that disclosure is publicly available in a designated foreign jurisdiction;

"legal entity identifier" means a unique identification code assigned to the person

(a) in accordance with the standards set by the Global Legal Entity Identifier System, or

(b) that complies with the standards established by the Legal Entity Identifier Regulatory Oversight Committee for pre-legal entity identifiers;

"NRD" means National Registration Database;

"permitted client" has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations;

"SEDAR profile" means a filer profile required under section 5.1 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).

2. For the purposes of this form, a person is connected with an issuer or an investment fund manager if either of the following applies:

(a) one of them is controlled by the other;

(b) each of them is controlled by the same person.

Form 45-106F1 Report of Exempt Distribution

IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT

ITEM 1 -- REPORT TYPE

ITEM 2 -- PARTY CERTIFYING THE REPORT

ITEM 3 -- ISSUER NAME AND OTHER IDENTIFIERS

ITEM 4 -- UNDERWRITER INFORMATION

ITEM 5 -- ISSUER INFORMATION

ITEM 6 -- INVESTMENT FUND ISSUER INFORMATION

ITEM 7 -- INFORMATION ABOUT THE DISTRIBUTION

ITEM 8 -- COMPENSATION INFORMATION

ITEM 9 -- DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER

ITEM 10 -- CERTIFICATION

ITEM 11 -- CONTACT PERSON

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Notice -- Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and

b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

- - - - - - - - - - - - - - - - - - - -

SCHEDULE 1 TO FORM 45-106F1 (CONFIDENTIAL PURCHASER INFORMATION)

Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

a) General information (provide only once)

1. Name of issuer

2. Certification date (YYYY-MM-DD)

Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.

b) Legal name of purchaser

1. Family name

2. First given name

3. Secondary given names

4. Full legal name of non-individual (if applicable)

c) Contact information of purchaser

1. Residential street address

2. Municipality

3. Province/State

4. Postal code/Zip code

5. Country

6. Telephone number

7. Email address (if available)

d) Details of securities purchased

1. Date of distribution (YYYY-MM-DD)

2. Number of securities

3. Security code

4. Amount paid (Canadian $)

e) Details of exemption relied on

1. Rule, section and subsection number

2. If relying on section 2.3 [Accredited investor] of NI 45-106, provide the paragraph number in the definition of "accredited investor" in section 1.1 of NI 45-106 that applies to the purchaser. (select only oneSelect only one -- if the purchaser is a permitted client that is not an individual, "NIPC" can be selected instead of the paragraph number.)

3. If relying on section 2.5 [Family, friends and business associates] of NI 45-106, provide:

a. the paragraph number in subsection 2.5(1) that applies to the purchaser (select only one); and

b. if relying on paragraphs 2.5(1)(b) to (i), provide:

i. the name of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser. (Note: if Item 9(a) has been completed, the name of the director, executive officer or control person must be consistent with the name provided in Item 9 and Schedule 2.)

ii. the position of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser.

4. If relying on subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106 and the purchaser is an eligible investor, provide the paragraph number in the definition of "eligible investor" in section 1.1 of NI 45-106 that applies to the purchaser. (select only one)

f) Other information

Paragraphs f)1. and f)2. do not apply if one or more of the following apply:

(a) the issuer is a foreign public issuer;

(b) the issuer is a wholly owned subsidiary of a foreign public issuer;

(c) the issuer is distributing only eligible foreign securities only to permitted clients.{1}

1. Is the purchaser a registrant? (Y/N)

2. Is the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment fund)

3. Full legal name of any person compensated for the distribution to the purchaser. If thea person compensated is a registered firm, provide the firm NRD number only. (Note: the namenames must be consistent with the namenames of the personpersons compensated as provided in Item 8.)

INSTRUCTIONS FOR SCHEDULE 1

Any securities issued as payment for commissions or finder's fees must be disclosed in Item 8 of the report, not in Schedule 1.

Details of exemption relied on -- When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.

For exemptions that require the purchaser to meet certain characteristics, such as the exemption in section 2.3 [Accredited investor], section 2.5 [Family, friends and business associates] or subsection 2.9(2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9(2.1) [Offering memorandum] of NI 45-106, provide the specific paragraph in the definition of those terms that applies to each purchaser.

Reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 -- For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106, Schedule 1 needs to list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.

{1} In Ontario, the substance of the blacklined italicized text was already incorporated in an Ontario-only amendment that came into force on July 29, 2016. The relief reflected in this italicized text was also previously provided in other CSA jurisdictions through blanket orders. Identical relief is now proposed for all CSA jurisdictions.

SCHEDULE 2 TO FORM 45-106F1 (CONFIDENTIAL DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON INFORMATION)

Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

Complete the following only if Item 9(a) is required to be completed. This schedule also requires information to be provided about control persons of the issuer at the time of the distribution.

The information in this schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

a) General information (provide only once)

1. Name of issuer

2. Certification date (YYYY-MM-DD)

b) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)

1. Email address

2. Telephone number

c) Residential address of directors, executive officers, promoters and control persons of the issuer

Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)

1. Family name

2. First given name

3. Secondary given names

4. Residential street address

5. Municipality

6. Province/State

7. Postal code/Zip code

8. Country

Indicate whether the individual is a control person, or a director and/or executive officer of a control person (if applicable)

d) Non-individual control persons (if applicable)

If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.

1. Organization or company name

2. Province or country of business location

Questions:

Refer any questions to:

Alberta Securities Commission
<<Government of the Northwest Territories>>
Suite 600, 250 -- 5th Street SW
<<Office of the Superintendent of Securities>>
Calgary, Alberta T2P 0R4
<<P.O. Box 1320>>
Telephone: (403)<<->> 297-6454
<<Yellowknife, Northwest Territories X1A 2L9>>
Toll free in Canada: 1-877-355-0585
<<Telephone: 867-767-9305>>
Facsimile: (403)<<->>297-2082
<<Facsimile: 867-873-0243>>
<<Public official contact regarding indirect collection of information: FOIP Coordinator>>
<<Public official contact regarding indirect collection of information: Superintendent of Securities>>
British Columbia Securities Commission
<<Nova Scotia Securities Commission>>
P.O. Box 10142, Pacific Centre
<<Suite 400, 5251 Duke Street>>
701 West Georgia Street
<<Duke Tower>>
Vancouver, British Columbia V7Y 1L2
<<P.O. Box 458>>
Inquiries: (604) <<->>899-6854
<<Halifax, Nova Scotia B3J 2P8>>
Toll free in Canada: 1-800-373-6393
<<Telephone: 902-424-7768>>
Facsimile: (604) <<->>899-6581
<<Facsimile: 902-424-4625>>
Email: inquiries<<FOI-privacy>>@bcsc.bc.ca
<<Public official contact regarding indirect collection of information: Executive Director>>
<<Public official contact regarding indirect collection of information: FOI Inquiries>>
The Manitoba Securities Commission
Government of Nunavut
500 -- 400 St. Mary Avenue
Department of Justice
Winnipeg, Manitoba R3C 4K5
Legal Registries Division
Telephone: (204) <<->>945-2548<<2561>>
P.O. Box 1000, Station 570
Toll free in Manitoba<<:>> 1-800-655-5244
1st Floor, Brown Building
Facsimile: (204) <<->>945-0330
Iqaluit, Nunavut X0A 0H0
<<Public official contact regarding indirect collection of information: Director>>
Telephone: (867) <<->>975-6590
Facsimile: (867) <<->>975-6594
<<Public official contact regarding indirect collection of information: Superintendent of Securities>>
Financial and Consumer Services Commission (New Brunswick)
Ontario Securities Commission
85 Charlotte Street, Suite 300
20 Queen Street West, 22[SUP]nd[/SUP] Floor
Saint John, New Brunswick E2L 2J2
Toronto, Ontario M5H 3S8
Telephone: (506) <<->>658-3060
Telephone: (416) <<->>593-- 8314
Toll free in Canada: 1-866-933-2222
Toll free in Canada: 1-877-785-1555
Facsimile: (506) <<->>658-3059
Facsimile: (416) <<->>593-8122
Email: info@fcnb.ca
Email: exemptmarketfilings@osc.gov.on.ca
<<Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer>>
Public official contact regarding indirect collection of information: Inquiries Officer
Government of Newfoundland and Labrador
Prince Edward Island Securities Office
Financial Services Regulation Division
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 8700
P.O. Box 2000
Confederation Building
Charlottetown, Prince Edward Island C1A 7N8
2nd Floor, West Block
Telephone: (902) <<->>368-4569
Prince Philip Drive
Facsimile: (902) 368-5283<<902-368-5283>>
St. John's, Newfoundland and Labrador A1B 4J6
Attention: Director of Securities
Telephone: (709) <<->>729-4189
Facsimile: (709) <<->>729-6187
<<Public official contact regarding indirect collection of information: Superintendent of Securities>>
<<Autorité des marchés financiers>>
Autorité des marchés financiers
<<800, rue du Square-Victoria, 22[SUP]e[/SUP] étage>>
800, Square Victoria, 22e étage
<<C.P. 246, tour de la Bourse>>
C.P. 246, Tour de la Bourse
<<Montréal, Québec H4Z 1G3>>
Montréal, Québec H4Z 1G3
<<Telephone: 514-395-0337 or 1-877-525-0337>>
Telephone: (514) 395-0337 or 1-877-525-0337
<<Facsimile: 514-873-6155 (For filing purposes only)>>
Facsimile: (514) 873-6155 (For filing purposes only)
<<Facsimile: 514-864-6381 (For privacy requests only)>>
Facsimile: (514) 864-6381 (For privacy requests only)
<<Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)>>
Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)
<<Public official contact regarding indirect collection of information: Corporate Secretary>>
<<Financial and Consumer Affairs Authority of Saskatchewan>>
Financial and Consumer Affairs Authority of Saskatchewan
<<Suite 601 -- 1919 Saskatchewan Drive>>
Suite 601 -- 1919 Saskatchewan Drive
<<Regina, Saskatchewan S4P 4H2>>
Regina, Saskatchewan S4P 4H2
<<Telephone: 306-787-5842>>
Telephone: (306) 787-5879
<<Facsimile: 306-787-5899>>
Facsimile: (306) 787-5899
<<Public official contact regarding indirect collection of information: Director>>
<<Public official contact regarding indirect collection of information: Superintendent of Securities>>
Government of the Northwest Territories
Government of Yukon
Office of the Superintendent of Securities
Department of Community Services
P.O. Box 1320
Law Centre, 3rd Floor
Yellowknife, Northwest Territories X1A 2L9
2130 Second Avenue
Attention: Deputy Superintendent, Legal & Enforcement
Whitehorse, Yukon Y1A 5H6
Telephone: (867) 920-8984
Telephone: (867) 667-5314
Facsimile: (867) 873-0243
Facsimile: (867) 393-6251
Nova Scotia Securities Commission
<<Government of Yukon>>
<<Department of Community Services>>
Suite 400, 5251 Duke<<307 Black>> Street<<, 1st Floor>>
Duke Tower
P.O. Box 458<<2703, C-6>>
Halifax, Nova Scotia B3J 2P8
<<Whitehorse, Yukon Y1A 2C6>>
Telephone: (902) 424-7768 <<867-667-5466>>
Facsimile: (902) 424-4625<<Facsimile: 867-393-6251>>
<<Email: securities@gov.yk.ca>>
<<Public official contact regarding indirect collection of information: Superintendent of Securities.>>

ANNEX D

LOCAL MATTERS

This annex sets out additional information that is relevant to Ontario:

1. Authority for the Proposed Amendments

The following provisions of the Securities Act (Ontario) provide the Ontario Securities Commission with the authority to make the Proposed Amendments: paragraphs 143(1) 7, 13, 20, 30.1, 30.2, 31, 35, 40, 44, 45, 46, 49 and 56.

2. Alternatives Considered

No alternatives to the Proposed Amendments were considered.

3. Anticipated Costs and Benefits

We do not anticipate that the Proposed Amendments will increase costs on filers associated with preparing and filing the Reports. We anticipate that the costs of the Proposed Amendments, if any, would be marginal and temporary as filers initially review and operationalize the Proposed Amendments.

We believe the Proposed Amendments will benefit filers through the greater clarity and flexibility provided by the amended certification and through the reduced burden resulting from the streamlining of certain information requirements.

The Proposed Amendments may also reduce the incidence of Canadian institutional investors being excluded from foreign offerings solely due to dealers' concerns with completing and filing the Report.

4. Unpublished Materials

In proposing the Proposed Amendments, we have not relied on any significant unpublished study, report, or other written materials.