THE MANITOBA SECURITIES COMMISSION MSC RULE 2009-16 (Section 149.1, The Securities Act) Amendments to National Instrument 45-102 Resale of Securities 1. National Instrument 45-102 Resale of Securities is amended by this Instrument. 2. Section 2.1 is amended by striking out "and Yukon". 3. Section 2.2 is amended by striking out ", Nova Scotia and Ontario" and substituting "and Ontario". 4. Section 2.5 is amended by a. repealing item 3 of subsection (2) and substituting the following: 3. If the distribution date is on or after March 30, 2004, or, in Québec, on or after September 14, 2005, and either of the following apply: (i) if the issuer was a reporting issuer on the distribution date, the certificate representing the security, if any, carries a legend stating: Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date]"; (ii) if the issuer was not a reporting issuer on the distribution date, the certificate representing the security, if any, carries a legend stating: Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) [insert the distribution date], and (ii) the date the issuer became a reporting issuer in any province or territory. b. adding the following item: 3.1 If the security is entered into a direct registration or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in subparagraphs (i) or (ii) of item 3. c. repealing subsection (3) and substituting the following: 2.5(3) Items 3 and 3.1 of subsection (2) do not apply to a trade of an underlying security if the underlying security is issued at least four months after the later of (a) the distribution date, and (b) the date the issuer became a reporting issuer in any jurisdiction of Canada. 5. Section 2.8 is amended by a. repealing subsection (3) and substituting the following:
-- 2 -- 2.8(3) The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, under subsection (2) must (a) complete and sign a Form 45-102F1 no earlier than one business day before the Form 45-102F1 is filed; (b) file the completed and signed Form 45-102F1 on SEDAR at least seven days before the first trade of the securities that is part of the distribution; and (c) file, within three days after the completion of any trade, an insider report prepared in accordance with either Form 55-102F2 or Form 55-102F6 under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI). b. repealing subsection (4) and substituting the following: 2.8(4) A Form 45-102F1 filed under subsection (3) expires on the earlier of (a) thirty days after the date the Form 45-102F1 was filed, and (b) the date the selling security holder, or the lender, pledgee, mortgagee or other encumbrancer, files the last of the insider reports reflecting the sale of all securities referred to in the Form 45-102F1. c. adding the following subsection: 2.8(5) A selling security holder, or the lender, pledgee, mortgagee or other encumbrancer must not file a new Form 45-102F1 in respect of a class of securities of a reporting issuer until the Form 45-102F1 in respect of that class of securities previously filed by that person or company has expired. 6. Section 2.9(1) is amended by striking out "continuation" wherever it occurs and substituting "reorganization". 7. Appendix A is amended by striking out "Definition of "control person" and paragraph (iii) of the definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities." and substituting "Definition of "control person" in subsection 1(1) and paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Securities Act (Northwest Territories)". 8. Appendix A is amended by adding the following below Saskatchewan: Yukon Definition of "control person" in subsection 1(1) and paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Securities Act (Yukon) 9. Appendix B is amended by adding "New Brunswick" below Manitoba. 10. Appendix C is amended by a. striking out "Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r), and 72(7) of the Securities Act (Ontario)" and substituting "Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r), and 72(7) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force" and b. striking out "Nova Scotia" and "Subsections 77(5), 77(6), 77(7), 77(7A), 77(7B), 77(8), 77(9), 77(10)(a) and 77(11) of the Securities Act (Nova Scotia)".
-- 3 -- 11. Appendix D is amended by striking out the text before the heading "Transitional Provisions" and substituting the following: Except in Manitoba, the following exemptions from the prospectus requirement in NI 45-106: • section 2.3 [Accredited investor] ; • section 2.5 [Family, friends and business associates] (except in Ontario); • section 2.7 [Founder, control person and family] (Ontario); • section 2.8 [Affiliates]; • section 2.9 [Offering memorandum] (in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon); • section 2.10 [Minimum amount investment]; • section 2.12 [Asset acquisition]; • section 2.13 [Petroleum, natural gas and mining properties]; • section 2.14 [Securities for debt]; • section 2.19 [Additional investment in investment funds]; • section 2.30 [Isolated distribution by issuer] ; • section 2.31 [Dividends and distributions], if the security was acquired in the circumstances referred to in subsection 2.31(2) and that security was initially acquired by the issuer under (a) one of the exemptions listed in this Appendix, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102; • section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or a RRSP, RRIF, or TFSA established for or by that individual or under which that individual is a beneficiary under (a) one of the exemptions listed in this Appendix, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102; • section 2.42 [Conversion, exchange or exercise], if the security acquired in the circumstances referred to in paragraph 2.42(1)(a) was acquired in accordance with the terms and conditions of a previously issued security and that previously issued security was distributed under (a) one of the exemptions listed in this Appendix, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102; • section 5.2 [TSX Venture exchange offering], if the security acquired under section 5.2 was acquired by (a) a purchaser that, at the time the security was acquired, was an insider or promoter of the issuer of the security, the issuer’s underwriter, or a member of the underwriter’s "professional group" (as defined in National Instrument 33-105 Underwriting Conflicts), or (b) any other purchaser in excess of $40,000 for the portion of the securities in excess of 40,000; as well as the following local exemptions from the prospectus requirement: • section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta;
-- 4 -- • clauses 77(1)(u) and (w) and subclauses 77(1)(ab)(ii) and (iii) of the Securities Act (Nova Scotia); • an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.5 of NI 45-102. 12. Appendix D is amended by striking out the heading "Transitional Provisions" and substituting "Transitional and Other Provisions". 13. Appendix D is amended by striking out the text after the heading "Ontario Provisions" and substituting the following: Definitions In this Appendix "1998 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on December 22, 1998; "2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on November 30, 2001; "2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004; "2005 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on September 14, 2005; "2009 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on the later of (a) September 28, 2009 and (b) the day on which sections 5 and 11, subsection 12(1) and section 13 of Schedule 26 of the Budget Measures Act, 2009 were proclaimed in force; "convertible security" means, in Ontario, a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer; "exchangeable security" means, in Ontario, a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer; "exchange issuer" means, in Ontario, an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue; "multiple convertible security" means, in Ontario, a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security; "OSC Rule 45-502" means Ontario Securities Commission Rule 45-502 Dividend or Interest Reinvestment and Stock Dividend Plans; "Type 1 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in: (a) clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force;
-- 5 -- (b) section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501; (c) section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or (d) section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and "underlying security" means, in Ontario, a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security. (a) Securities Act (Ontario) Clauses 72(1)(a), (b), (c), (d), (l), (m), (p) and (q) of the Securities Act (Ontario) and subclause 72(1)(f)(iii) of the Securities Act (Ontario) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102 (b) 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501 Section 2.1 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501; Section 2.2 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501. (c) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501 Section 2.3 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 2.5 of MI 45-102 would have been applicable to a first trade in that security by the person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501; Section 2.12 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.13 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.14 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.16 of the 2004 OSC Rule 45-501. (d) 1998 OSC Rule 45-501 Section 2.4 of the 1998 OSC Rule 45-501 Section 2.5 of the 1998 OSC Rule 45-501 Section 2.11 of the 1998 OSC Rule 45-501 (e) Other Any provision under which an underlying security was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade or in a trade under section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501.
-- 6 -- 14. Appendix D is amended by adding the following at the end of the Appendix: 4. New Brunswick Provisions In this Appendix "2004 NB LR 45-501" means the New Brunswick Securities Commission Local Rule 45-501 that came into force on September 29, 2004; A. Subsections 2.3(3), 2.5(2), 2.6(7), 2.7(2), 2.8(2), 2.10(2), 2.11(2), 2.12(2) and 2.17(2) of 2004 NB LR 45-501 B. Subsection 2.41(2) of 2004 NB LR 45-501 (if the security acquired under section 2.4 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under (a) one of the exemptions in NB LR 45-501 listed in paragraph A, or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument 45-102 Resale of Securities) C. Subsection 2.43(3) (if the security acquired under paragraph 2.43(1)(a) was acquired in accordance with the terms and conditions of a previously issued security under (a) one of the exemptions in 2005 NB LR 45-501 listed in paragraph A, or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument, 45-102 Resale of Securities) D. Section 5.2 of 2004 NB LR 45-501 15. Appendix E is amended by striking out the text before the heading "Transitional Provisions" and substituting the following: Except in Manitoba, the following exemptions from the prospectus requirement in NI 45-106: • section 2.1 [Rights offering]; • section 2.2 [Reinvestment plan]; • section 2.4 [Private issuer]; • section 2.11 [Business combination and reorganization]; • section 2.16 [Take-over bid and issuer bid]; • section 2.17 [Offer to acquire to security holder outside local jurisdiction]; • section 2.18 [Investment fund reinvestment]; • section 2.20 [Private investment club]; • section 2.21 [Private investment fund - loan and trust pools]; • section 2.24 [Employee, executive officer, director and consultant]; • section 2.26 [Distributions among current or former employees, executive officers, directors or consultants of non-reporting issuer]; • section 2.27 [Permitted transferees]; • section 2.31 [Dividends and distributions], if the security was acquired in the circumstances referred to in subsection 2.31(2), that security was initially acquired by the issuer under (a) one of the exemptions listed in this Appendix, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102;
-- 7 -- • section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or a RRSP, RRIF, or TFSA established for or by that individual or under which that individual is a beneficiary under (a) one of the exemptions listed in this Appendix, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102; • section 2.42 [Conversion, exchange or exercise - security of own issue], if the security acquired in the circumstances referred to in paragraph 2.42 (1)(a) was acquired in accordance with the terms and conditions of a previously issued security and that previously issued security was distributed under (a) one of the exemptions listed in this Appendix, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102; • section 2.42 [Conversion, exchange or exercise - security of a reporting issuer] for a security being traded in the circumstances referred to in clause (b) of subsection 2.42 (1); as well as the following local exemptions from the prospectus requirement: • Alberta Securities Commission Rule 45-502 Trade with RESP, if not included in Appendix D; • Nova Scotia Securities Commission Blanket Order No. 46; • Prince Edward Island Local Rule 45-510 - Exempt Distributions - Exemptions for Trades Pursuant to Take-over Bids and Issuer Bids; • an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.6 of NI 45-102. 16. Appendix E is amended by striking out the heading "Transitional Provisions" and substituting "Transitional and Other Provisions". 17. Appendix E is amended by striking out the text after the heading "Ontario Provisions" and substituting the following: Definitions In this Appendix "1998 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on December 22, 1998; "2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on November 30, 2001; "2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004; "convertible security" means, in Ontario, a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer;
-- 8 -- "exchangeable security" means, in Ontario, a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer; "exchange issuer" means, in Ontario, an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue; "multiple convertible security" means, in Ontario, a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security; "OSC Rule 45-502" means Ontario Securities Commission Rule 45-502 Dividend or Interest Reinvestment and Stock Dividend Plans; "OSC Rule 45-503" means Ontario Securities Commission Rule 45-503 Trades to Employees, Executives and Consultants; "Type 1 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in: (a) clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; (b) section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501; (c) section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or (d) section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and "Type 2 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in: (a) clause 72(1)(f) of the Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, other than a distribution to an associated consultant or investor consultant as defined in OSC Rule 45-503 or a distribution to an associated consultant or investor relations person as defined in MI 45-105; (b) clause 72(1)(h), (i), (j), (k) or (n) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; or (c) section 2.5, 2.8 or 2.15 of the 2001 OSC Rule 45-501; or (d) section 2.5, 2.8 or 2.15 of the 2004 OSC Rule 45-501; and "underlying security" means, in Ontario, a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security. (a) Securities Act (Ontario) Clauses 72(1)(f), (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, except for a trade made under 72(1)(f)(iii) of the Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, that is:
-- 9 -- (i) included in Appendix D or F of this Instrument, or (ii) contemplated by section 6.5 of 2004 OSC Rule 45-501; and (iii) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102 Clause 72(1)(h) of the Securities Act (Ontario) except for a distribution under clause 72(1)(h) of the Securities Act (Ontario) of an underlying security that was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade, in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force,. (b) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501 Section 2.1 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.5 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.6 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an underlying security was distributed under section 2.6 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired: (a) in a Type 2 trade; (b) under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other than a trade by an associated consultant or investor consultant as defined in OSC Rule 45-503; or (c) under a provision in Part 2 of MI 45-105; Section 2.7 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an underlying security was distributed under section 2.7 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired: (a) in a Type 2 trade; (b) under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other than a trade by an associated consultant or investor consultant as defined in OSC Rule 45-503; or (c) under a provision in Part 2 of MI 45-105; Section 2.8 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 2.6 of MI 45-102 would have been applicable to a first trade in that security by the person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501; Section 2.15 of the 2004 OSC Rule 45-501. (c) 1998 OSC Rule 45-501 Section 2.7 of the 1998 OSC Rule 45-501; Section 2.8 of the 1998 OSC Rule 45-501; Section 2.9 of the 1998 OSC Rule 45-501 if an underlying security was distributed under section 2.9 of the 1998 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade;
- -1 0- -Section 2.10 of the 1998 OSC Rule 45-501 if an underlying security was distributed under section 2.10 of the 1998 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade; Section 2.17 of the 1998 OSC Rule 45-501; Subsection 2.18(1) of the 1998 OSC Rule 45-501 after the issuer had ceased to be a private issuer for the purposes of the Securities Act (British Columbia). (d) Other Sections 2.1 and 3.1 of Ontario Securities Commission Rule 45-502. 18. Appendix E is amended by adding the following at the end of the Appendix: 4. New Brunswick Provisions In this Appendix "2004 NB LR 45-501" means the New Brunswick Securities Commission Local Rule 45-501 that came into force on September 29, 2004; A. Subsections 2.1(2), 2.2(3), 2.4(2), 2.9(2), 2.14(2), 2.16(3), 2.18(2), 2.19(2), 2.22(4), 2.25(3), 2.26(4), 2.29(3), 2.30(2) and 2.31(3) of 2004 NB LR 45-501 B. Subsection 2.41(2) of 2004 NB LR 45-501 (if the security acquired under section 2.4 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under (a) one of the exemptions in NB LR 45-501 listed in paragraph A, or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument 45-102 Resale of Securities) C. Subsection 2.43(3) (if the security acquired under paragraph 2.43(1)(a) was acquired in accordance with the terms and conditions of a previously issued security under (a) one of the exemptions in 2005 NB LR 45-501 listed in paragraph A, or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument, 45-102 Resale of Securities) 19. Appendix F is repealed and the following is substituted: Appendix F to National Instrument 45-102 Resale of Securities Underwriters (Section 2.13) Section 2.33 [Acting as underwriter] of NI 45-106 and section 2.11 [Business combination and reorganization] or subsection 2.42 (1) [Conversion, exchange or exercise] of NI 45-106, if the original security was acquired under section 2.33 of NI 45-106 or one of the underwriter exemptions in the transitional provisions listed below
- -1 1- -Transitional Provisions: Except in New Brunswick, an exemption from the prospectus requirement listed in Appendix F of MI 45-102 in effect on March 30, 2004. Except in New Brunswick, exemptions listed in Appendix F of MI 45-102 on March 30, 2004 were: ♦ Section 74(2)(15) of the Securities Act (British Columbia) and section 74(2)(8) or 74(2)(11)(iii) of the Securities Act (British Columbia) if the original security was acquired under section 74(2)(15) of the Securities Act (British Columbia); ♦ Clause 73(1)(r) of the Securities Act (Newfoundland and Labrador) and section 73(1)(i) or 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the original security was acquired under section 73(1)(r) of the Securities Act (Newfoundland and Labrador); ♦ Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the original security was acquired under paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories); ♦ Clause 77(1)(r) of the Securities Act (Nova Scotia) and clause 77(1)(i) or 77(1)(f)(iii) of the Securities Act (Nova Scotia) or Blanket Order No. 38 or 45-503 if the original security was acquired under clause 77(1)(r) of the Securities Act (Nova Scotia); ♦ Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) if the original security was acquired under paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut); ♦ Clause 72(1)(f)(iii) of the Securities Act (Ontario) if the original security was acquired under clause 72(1)(r) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; ♦ Clause 72(1)(i) of the Securities Act (Ontario) if the original security was acquired under clause 72(1)(r) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force,; ♦ Clause 72(1)(r) of the Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; ♦ Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13(1)(e) (iii) or clause 13(1)(f) of the Securities Act (Prince Edward Island) or section 1.1 of Prince Edward Island Rule 45-502 if the original security was acquired under section 2.1 of Prince Edward Island Rule 45-509; ♦ Section 55 of the Securities Act (Québec) as it read prior to its repeal by section 8 of An Act to amend the Securities Act and other legislative provisions; and ♦ Clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan) and clause 81(1)(i) or subclause 81(1)(f)(iii) of The Securities Act, 1988 (Saskatchewan) if the original security was acquired under clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan). New Brunswick Provisions: In New Brunswick, an exemption from the prospectus requirement listed in New Brunswick Securities Commission Local Rule 45-501 in effect on September 29, 2004 (2004 NB LR 45-501).
- -1 2- -In New Brunswick, the exemptions listed in 2004 NB LR 45-501 were: ♦ Subsection 2.33(2); and ♦ Subsection 2.43(3) if the original security was acquired under section 2.09. 20. Form 45-102F1 Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities is amended by repealing the text under the heading "INSTRUCTION" and substituting: File this form electronically through SEDAR with the securities regulatory authority or regulator in each jurisdiction where you sell securities and with the Canadian exchange on which the securities are listed. If the securities are being sold on an exchange, the form should be filed in every jurisdiction across Canada. Notice to selling security holders - collection and use of personal information The personal information required in this form is collected for and used by the listed securities regulatory authorities or regulators to administer and enforce securities legislation in their jurisdictions. This form is publicly available by authority of National Instrument 45-102 and the securities legislation in each of the jurisdictions. The personal information collected will not be used or disclosed other than for the stated purposes without first obtaining your consent. Corporate filers should seek the consent of any individuals whose personal information appears in this form before filing this form If you have questions about the collection and use of your personal information, or the personal information of your authorized signatory, contact any of the securities regulatory authorities or regulators listed below. British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2 Attention: Assistant Manager, Financial Reporting Telephone: (604) 899-6805 or (800) 373-6393 (in B.C.) Facsimile: (604) 899-6506 Alberta Securities Commission 4th Floor, 300 - 5th Avenue SW Calgary, AB T2P 3C4 Attention: Information Officer Telephone: (403) 297-6454 Facsimile: (403) 297-6156 Saskatchewan Financial Services Commission Securities Division 601 - 1919 Saskatchewan Drive Regina, SK S4P 4H2 Attention: Deputy Director, Legal/Registration Telephone: (306) 787-5879 Facsimile: (306) 787-5899
- -1 3- -Ontario Securities Commission Suite 1903, Box 55 20 Queen Street West Toronto, ON M5H 3S8 Attention: Administrative Support Clerk Telephone: (416) 593-3684 Toll free in Canada: 1-877-785-1555 Facsimile: (416) 593-8122 Autorité des marchés financiers Tour de la Bourse 800 square Victoria C.P. 246, 22e étage Montréal, Québec H4Z 1G3 Attention: Responsable de l’accès à l’information Telephone: (514) 395-0337 Toll free: 1-877-525-0337 Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864-6381 (For privacy requests only) www.lautorite.qc.ca New Brunswick Securities Commission 85 Charlotte Street, Suite 300Saint John, New Brunswick E2L 2J2 Telephone: (506) 658-3060 Toll Free in New Brunswick 1-866-933-2222 Facsimile: (506) 658-3059 Nova Scotia Securities Commission 2nd Floor, Joseph Howe Building 1690 Hollis Street Halifax, NS B3J 3J9 Attention: Corporate Finance Telephone: (902) 424-7768 Facsimile: (902) 424-4625 Prince Edward Island Securities Office 95 Rochford Street, P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: (902) 368-4569 Facsimile: (902) 368-5283 Securities Commission Of Newfoundland And Labrador P.O. Box 8700 2nd Floor, West Block Confederation Building 75 O’Leary Avenue St. John’s, NFLD A1B 4J6 Attention: Director of Securities Telephone: (709) 729-4189 Facsimile: (709) 729-6187
- -1 4- -Government of Yukon Department of Community Services Law Centre, 3rd Floor 2130 Second Avenue Whitehorse, YT Y1A 5H6 Telephone: (867) 667-5314 Facsimile: (867) 393-6251 Government of the Northwest Territories Office of the Superintendent of Securities Deputy Superintendent, Legal & Enforcement PO Box 1320 Yellowknife, NT X1A 2L9 Tel: (867) 920-8984 Fax: (867) 873-0243 Department Of Justice, Nunavut Legal Registries Division P.O. Box 1000 - Station 570 1st Floor, Brown Building Iqaluit, NT X0A 0H0 Attention: Director, Legal Registries Division Telephone: (867) 975-6190 Facsimile: (867) 975-6194 21. Except in Ontario, this Instrument comes into force September 28, 2009. 22. In Ontario, this Instrument comes into force on the later of the following: (a) September 28, 2009; (b) the day on which sections 5 and 11, subsection 12(1) and section 13 of Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force. 23. This Instrument may be cited as MSC Rule 2009-16.
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.