TH E MANI TO S A S E C UR I T IE S COMMI5S ION THE SECURITIES ACT Order No. 6577 Section 20(1) August 22,2012 Exemptions from Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets WHEREAS: (A) Staff has made an application to The Manitoba Securities Commission (the "Commission") for an order under section 20(1) of The Securities Act, RSM 1988, c. S50 (the "Act") exempting certain issuers from Multilateral Instrument 51-105 Issuers Quoted in the US. Over-the-Counter Markets ("MI 51-105"). (8) MI 51-105 came into force on July 31, 2012. Under MI 51-105, an OTC issuer is a reporting issuer if one or more of the designation provisions in section 3 of MI 51-105 applies . (C) The Commission is of the opinion that certain issuers who meet the requirements set out in this order should be exempted from the requirements of MI 51-105. (0) For the purposes of this order: 1. Terms defined in the Securities Act, National Instrument 14-101 Definitions or MI 51-105 have the same meaning in this order. 2. In this order: a) "designated exchange" means any of NASDAQ OMX; Borsa Italiana, MTA Tier; London Stock Exchange, except AIM ; Hong Kong Stock Exchange; Deutsche Borse , except the First Quotation Board and the Entry Standard tier; Xetra, Prime Standard and General Standard tiers; SIX Swiss Exchange; Bourse de Luxembourg , except Euro MTF; Tokyo Stock Exchange, 1st Section and 2 nd Section ; Shanghai Stock Exchange; The Stock Exchange of Thailand , except The Market for Alternative Investment (mai); National Stock Exchange of India; Bombay Stock Exchange; Osaka Stock Exchange; Korea Exchange; and Singapore Exchange; and
2 b) "primary listing" means an issuer's first listing of a class of its securities on a designated exchange. (E) The Commission is of the opinion that it would not be prejudicial to the public interest to grant the order requested. IT IS ORDERED: 1. THAT, pursuant to s. 20(1) of the Act , an aTC issuer is exempt from the provisions of MI 51-105 provided that it has a primary listing that is in effect each time the issuer: (a) carries on any promotional activities in or from Manitoba , or (b) distributes a security to a person resident in Manitoba. 2. THAT , pursuant to s. 20(1) of the Act , an aTC issuer that distributes a non-convertible debt security to a person or company resident in Manitoba is exempt from the provisions of MI 51-105 if the issuer does not have any class of securities other than non-convertible debt listed on an exchange or quoted on a quotation and trade reporting system. BY ORDER OF THE COMMISSION Deputy Director
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