Securities Law & Instruments

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AMENDMENTS TO
NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS



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

2. Section 6.2 is amended by adding the following subsection:

(3) An issuer or underwriter is not required to file a report under section 6.1 for a distribution of a security if a report has been filed by another issuer or underwriter for the distribution of the same security..

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

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

(a) in section 1, under the heading "A. General Instructions", by adding the following after "The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction":

", and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order";

(b) in section 4, under the heading "A. General Instructions", by adding the following paragraph at the end:

"Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form.";

(c) 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.";

(d) by replacing section 12 under the heading "A. General Instructions" with the following:

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

 

DCT

Digital coins or tokens

 

DEB

Debentures

 

DRS

Depository receipts (such as American or Global depository receipts/shares)

 

FTS

Flow-through shares

 

FTU

Flow-through units

 

LPU

Limited partnership units and limited partnership interests (including capital commitments)

 

MTG

Mortgages (other than syndicated mortgages)

 

NOT

Notes (include all types of notes except convertible notes)

 

OPT

Options

 

PRS

Preferred shares

 

RTS

Rights

 

SMG

Syndicated mortgages

 

SUB

Subscription receipts

 

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 (including special warrants)

 

OTH

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

(e) by adding the following section under the heading "A. General Instructions":

13. Distributions by more than one issuer of a single security

If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.;

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

"NRD" means National Registration Database;;

(g) 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 -- Issue Name and Other Identifiers

Item 4 -- Underwriter Information

(h) in Item 5(a), by adding "in your reasonable judgment most closely" before "corresponds to the issuer's primary business activity";

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

(j) in Item 5(a), by adding "[ ] Cryptoassets" after "[ ] Private companies";

(k) 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 equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.";

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

(m) in Item 5(h), by replacing "Select the size of the issuer's assets for its most recent financial year-end (Canadian $). If the issuer has not existed for a full financial year, provide the size of the issuer's assets at the distribution end date." with "Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.";

(n) in Item 6(b), by adding "[ ] Cryptoasset" after "[ ] Alternative strategies";

(o) 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. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.";

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

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

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

(s) in Item 7(d), by replacing "Provide the following information for all distributions that take place in a jurisdiction of Canada on a per security basis. Refer to Part A of the Instructions for how to indicate the security code." with "Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code.";

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

(u) by replacing Item 7(f) with the following:

Summary of the distribution

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

(w) in Item 9, by replacing "Issuer distributing eligible foreign securities only to permitted clients" with "Issuer distributing only eligible foreign securities and the distribution is to permitted clients only";

(x) by replacing Item 10 with the following:

Item 10 -- Certification

(y) in paragraph b) of Schedule 1, by adding the following under the heading "b) Legal name of purchaser" and before "1. Family name":

If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals' names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate "Jones & Smith" in the family name column.;

(z) in paragraph b) of Schedule 1, by adding "(if applicable)" after "3. Secondary given names";

(aa) 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)";

(bb) 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 any 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 and the distribution is to permitted clients only.;

(cc) in Ontario, in paragraph f) of Schedule 1, by replacing "In Ontario, clauses (f)1. and (f)2. do not apply if one or more of the following apply:" with "Paragraphs f)1. and f)2. do not apply if any of the following apply";

(dd) in Ontario, in paragraph f) of Schedule 1, by replacing "the issuer is distributing eligible foreign securities only to permitted clients" with "the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only";

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

3. Full legal name of person compensated for distribution to 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.);

(ff) in Schedule 1, under the heading "INSTRUCTIONS FOR SCHEDULE 1", by replacing "needs to" with "must"; and

(gg) 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 .

5. This Instrument comes into force on October 5, 2018.