THE MANITOBA SECURITIES COMMISSION MSC RULE 2005-20 (Section 149.1, The Securities Act) LOCAL RULE 45-806 RESALE RESTRICTIONS APPLICABLE TO NI 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS PART 1 – DEFINITIONS Definitions 1.1 In this Rule: "NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions. PART 2 – RESALE RESTRICTIONS Resale restrictions 2.1 A security acquired under an exemption in subsection 2.3, 2.5, or 2.9 of National Instrument 45-106 or through the exercise of a right to acquire, purchase, convert or exchange previously acquired under one of those exemptions must not be traded without the prior written consent of the regulator, unless (a) at the time the security was acquired the issuer was a reporting issuer in a jurisdiction of Canada, (b) if the issuer was not a reporting issuer in any jurisdiction of Canada at the time the security was acquired, the security has been held for at least 12 months, (c) the issuer of the security subsequently has filed a prospectus with the securities regulatory authority in Manitoba with respect to the security and has obtained a receipt for that prospectus, or (d) the trade is made under an exemption from the dealer registration requirements, and in the case of a trade that would be subject to the prospectus requirement, is made under an exemption from the prospectus requirement. 2.2 The regulator will consent to a trade referred to in subsection (1) if the regulator is of the opinion that it would not be prejudicial to the public interest to do so. 1
PART 3 – CITATION AND EFFECTIVE DATE Citation 3.1 This Rule may be cited as MSC Rule 2005-20 or Local Rule 45-806. Coming into force 3.2 This Rule comes into force on the same date as NI 45-106. 2
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