June 15, 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 and Item 6e) Public listing status of the investment fund	The Report requires filers to provide the names of all exchanges on which the issuer’s securities are listed. 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.

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

22^nd 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, 22^e 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 Manager, Corporate Finance Branch Ontario Securities Commission 416-593-2323 jmatear@osc.gov.on.ca	David Mendicino Senior Legal Counsel, Corporate Finance Branch Ontario Securities Commission 416-263-3795 dmendicino@osc.gov.on.ca
Yan Kiu Chan Legal Counsel, Corporate Finance Branch Ontario Securities Commission 416-204-8971 ychan@osc.gov.on.ca	Kevin Yang Senior Research Analyst, Strategy and Operations Ontario Securities Commission 416-204-8983 kyang@osc.gov.on.ca
Frederick Gerra Legal Counsel, Investment Funds and Structured Products Ontario Securities Commission 416-204-4956 fgerra@osc.gov.on.ca	Gloria Tsang Legal Counsel, Compliance and Registrant Regulation Branch Ontario Securities Commission 416-593-8263 gtsang@osc.gov.on.ca
Jessie Gill Legal Counsel, Corporate Finance Alberta Securities Commission 403-355-6294 jessie.gill@asc.ca	Steven Weimer  Team Lead, Compliance, Data & Risk Alberta Securities Commission 403-355-9035 steven.weimer@asc.ca
Tony Herdzik Deputy Director, Corporate Finance Financial and Consumer Affairs Authority of Saskatchewan 306-787-5849 tony.herdzik@gov.sk.ca	Wayne Bridgeman Deputy Director, Corporate Finance Manitoba Securities Commission 204-945-4905 wayne.bridgeman@gov.mb.ca
Valérie Dufour Senior Analyst, Corporate Finance Autorité des marchés financiers 514-395-0337 ext: 4389 valerie.dufour@lautorite.qc.ca	Ella-Jane Loomis Senior Legal Counsel, Securities Financial and Consumer Services Commission (New Brunswick) 506-658-2602 ella-jane.loomis@fcnb.ca
Jack Jiang Securities Analyst, Corporate Finance Nova Scotia Securities Commission 902-424-7059 jack.jiang@novascotia.ca	John O’Brien Superintendent of Securities Office of the Superintendent of Securities Government of Newfoundland and Labrador 709-729-4909 JohnOBrien@gov.nl.ca
Steven D. Dowling Acting Director Consumer, Labour and Financial Services Division Department of Justice and Public Safety Government of Prince Edward Island 902-368-4551 sddowling@gov.pe.ca	Rhonda Horte Securities Officer Office of the Yukon Superintendent of Securities Government of Yukon 867-667-5466 rhonda.horte@gov.yk.ca
Thomas W. Hall Superintendent of Securities Department of Justice Government of the Northwest Territories 867-767-9305 tom_hall@gov.nt.ca	Jeff Mason Superintendent of Securities Department of Justice Government of Nunavut 867-975-6591 jmason@gov.nu.ca

 

 

 

 

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

 

 

 

 

 

 

(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:

 

(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, 22^nd 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, 22^e 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, 1^st 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

 

ANNEX C

Blackline of amended Form 45-106F1 Report of Exempt Distribution

Reflecting the Proposed Amendments

 

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.

 

Form 45-106F1 Report of Exempt Distribution

 

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)

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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. 

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. ^[3]

 

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. 

 

 

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

9.       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  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: inquiriesFOI-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) -945-25482561 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             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   Government of the Northwest Territories Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Attention: Deputy Superintendent, Legal & Enforcement Telephone: (867) 920-8984 Facsimile: (867) 873-0243   Nova Scotia Securities Commission Government of Yukon Department of Community Services Suite 400, 5251 Duke307 Black Street, 1st Floor Duke Tower P.O. Box 4582703, C-6 Halifax, Nova Scotia B3J 2P8 Whitehorse, Yukon Y1A 2C6 Telephone: (902) 424-7768 867-667-5466 Facsimile: (902) 424-4625Facsimile:  867-393-6251 Email:  securities@gov.yk.ca 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) 368-5283902-368-5283   Autorité des marchés financiers 800, 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)   Financial and Consumer Affairs Authority of Saskatchewan Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: (306) 787-5879 Facsimile: (306) 787-5899 Public official contact regarding indirect collection of information: Superintendent of Securities   Government of Yukon Department of Community Services Law Centre, 3rd Floor 2130 Second Avenue Whitehorse, Yukon Y1A 5H6 Telephone: (867) 667-5314 Facsimile: (867) 393-6251