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Commission des
valeurs mobilières
de l'Ontario

June 29, 2017

OSC seeks comment on revised rule for distributions outside Canada

TORONTO – The Ontario Securities Commission (OSC) today published for a 90-day comment period revised OSC Rule 72-503 Distributions Outside Canada and proposed Companion Policy 72-503 Distributions Outside Canada.

“This rule is intended to provide certainty to Ontario issuers seeking to raise capital outside of Ontario,” said Huston Loke, Director of Corporate Finance. “We have made certain revisions to the rule since its initial publication, including removing resale provisions, in the interests of harmonizing resale regimes across Canada for outbound securities.”

Resale provisions would instead be covered by the Canadian Securities Administrators foreign issuer resale exemption being published for comment concurrently with the proposed changes to OSC Rule 72-503.

The proposed rule would provide explicit prospectus and registration exemptions that would preserve current cross-border practices. It also responds to the challenges issuers and intermediaries face in determining whether a prospectus must be filed, or an exemption from the prospectus requirement must be relied upon, in connection with a distribution of securities to an investor outside Canada.

The revised rule would modernize and replace Interpretation Note 1 Distributions of Securities Outside of Ontario.

The OSC invites stakeholders to provide comments in writing by September 27, 2017.

The mandate of the OSC is to provide protection to investors from unfair, improper or fraudulent practices and to foster fair and efficient capital markets and confidence in the capital markets. Investors are urged to check the registration of any persons or company offering an investment opportunity and to review the OSC investor materials available at


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