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Box 55, 22nd Floor
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Commission des
valeurs mobilières
de l'Ontario

December 21, 2017

OSC adopts final rule for distributions outside Canada

TORONTO – The Ontario Securities Commission (OSC) today adopted OSC Rule 72-503 - Distributions Outside Canada, including Form 72-503F Report of Distributions Outside Canada and Companion Policy 72-503 Distributions Outside Canada. A consequential amendment to OSC Rule 11-501 Electronic Delivery of Documents To The Ontario Securities Commission has also been adopted.

The Final Rule adoption replaces Interpretation Note 1 Distributions of Securities Outside of Ontario, and is intended to bring greater certainty to cross-border activities in Ontario.

“We are continuing to modernize our regulatory environment,” said Huston Loke, Director, Corporate Finance at the Ontario Securities Commission. “This rule adoption provides greater certainty to Ontario market participants for their cross border activities.”

The Final Rule provides explicit exemptions that preserve current cross-border practices, and 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 on in connection with a distribution of securities to an investor outside Canada.

The Final Rule, Final Consequential Amendment and Final Companion Policy have been delivered to the Minister of Finance for approval, and are expected to come into force on March 31, 2018.

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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