REVOCATION of BLANKET ORDER 31-505

Registration Exemption for Trades in Connection with

Certain Prospectus-Exempt Distributions

WHEREAS

An application has been made by Staff to The Manitoba Securities Commission (the “Commission”) for an order under section 20(1) of The Securities Act, R.S.M. 1988, c. S50 (the “Act”) revoking Blanket Order 31-505.

Definitions

1.         Terms defined in the Act or in National Instrument 14-101 Definitions have the same meaning in this Blanket Order.

Background

2.         National Instrument 31-103 Registration Requirements and Exemptions (“NI 31-103”) classifies a registrant who trades in securities distributed under an exemption from the prospectus requirement as an Exempt Market Dealer.

3.         NI 31-103 prescribes conditions of registration and other requirements and restrictions applicable to an Exempt Market Dealer.

4.         National Instrument 45-106 Prospectus and Registration Exemptions exempts from the prospectus requirement certain distributions made in reliance on section 2.3 (to accredited investors), section 2.5 (to family, friends and business associates), section 2.9 (under an offering memorandum) or section 2.10 (minimum investment amount) (each of the foregoing distributions being a “Prospectus-Exempt Distribution”).

5.         The Commission granted Commission order number 6077 Blanket Order 31-505 Registration Exemption for Trades in Connection with Certain Prospectus-Exempt Distributions on February 26, 2010 (“Blanket Order 31-505”) which provided limited relief from the requirement to register as an Exempt Market Dealer for a trade in a security in connection with certain prospectus exempt distributions.

6.         The jurisdictions of British Columbia, Saskatchewan, Northwest Territories, Yukon and Nunavut have revoked their local equivalents to Blanket Order 31-505.

7.         The Commission intends to revoke Blanket Order 31-505.

Order

The Commission is of the opinion that it would not be prejudicial to the public interest to revoke Blanket Order 31-505.

IT IS ORDERED:

1.         THAT, under section 20(1) of the Act, Blanket Order NI 31-505 is revoked effective June 30, 2019.

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BY ORDER OF THE COMMISSION

                                                                                    Director