CSA Notice of Amendments to National Instrument 45-106 Prospectus Exemptions and Change to Companion Policy 45-106CP Prospectus Exemptions relating to Reports of Exempt Distribution
July 19, 2018 Introduction The Canadian Securities Administrators (CSA or we) are making amendments (the Rule Amendments) to National Instrument 45-106 Prospectus Exemptions (NI 45-106) to amend Form 45-106F1 Report of Exempt Distribution (the Report). We are also making a related change to Companion Policy 45-106CP Prospectus Exemptions (45-106CP).
We refer to the Rule Amendments and the change to 45-106CP collectively as the Revisions. Provided all necessary ministerial approvals are obtained, the Revisions will come into force on October 5, 2018 in all CSA jurisdictions.
The text of the Rule Amendments is contained in Annex C. A blacklined extract of 45-106CP, incorporating the change to 45-106CP, is contained in Annex D. A blacklined version of the Report, incorporating the Rule Amendments, is contained in Annex E.
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 Revisions: 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 Revisions 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 Revisions will be beneficial to all filers.
The Revisions also include minor amendments addressing feedback received by CSA staff following the implementation of the Report, including those comments received during the comment period.
Background The Report came into force in all CSA jurisdictions on June 30, 2016. 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 harmonized reports of exempt distributions, 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 the spring and summer of 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. Certain Canadian institutional investors noted that they had been excluded from participating in foreign offerings into Canada in part due to dealers’ concerns about 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 the Ontario Securities Commission (OSC), by issuing blanket orders effective June 30, 2016. In Ontario, this relief was provided through an Ontarioonly amendment to NI 45-106 that came into force on July 29, 2016.
We understand 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 issued a revised version of CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (CSA Staff Notice 45-308) that contained new guidance intended to alleviate certain of the concerns raised regarding certification and other matters. We have adopted the Revisions to further address these concerns.
The CSA, other than the British Columbia Securities Commission, published proposed amendments to NI 45-106 relating to the Report (the 2017 Proposal) for a 90-day comment period on June 8, 2017. The British Columbia Securities Commission published the 2017 Proposal for a 60-day comment period on October 4, 2017.
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Summary of Written Comments Received by the CSA The comment period expired in all CSA jurisdictions, except British Columbia, on September 6, 2017. We received 6 written submissions. In British Columbia, the comment period expired on December 4, 2017 and no submissions were received. We have considered the comments received and thank all of the commenters for their input. The names of the commenters are contained in Annex A and a summary of their comments, together with our responses, is contained in Annex B. The comment letters can be viewed on the Autorité des marchés financiers website at www.lautorite.qc.ca and the OSC website at www.osc.gov.on.ca.
Summary of Changes to the 2017 Proposal After considering the written comments received, we have made the following changes to the 2017 Proposal:
Certification: We have revised the instructions to clarify that if the Report is being certified by an agent on behalf of an issuer or underwriter, the name of the agent should be provided in the box titled “Name of issuer/underwriter/investment fund manager/agent” and the information for the agent’s certifying individual should be used to complete all other boxes.
North American Industry Classification Standard (NAICS) code: We have amended Item 5a) of the Report to explicitly request filers to provide the issuer’s NAICS code that in their reasonable judgment most closely corresponds to the issuer’s primary business activity.
Public listing status: In Item 5g) of the Report, we amended the requirement for non-investment fund issuers to identify the name of the exchange on which the issuer’s securities primarily trade, to provide that this requirement only applies to equity securities. Filers are not required to provide any exchange information pertaining to an issuer’s debt securities.
Size of assets: We have amended Item 5h) to direct filers to select the size of the issuer’s assets based on its most recently available annual financial statements.
Distribution by co-issuers: We recognize that there are circumstances where two or more issuers distribute a single security. We have amended NI 45-106 to provide that an issuer or underwriter is not required to file a report for a distribution of securities if a report has been filed by another issuer or underwriter for the distribution of the same security. We have also amended Item 3 of the Report to require that, in these instances, the filer identifies the co-issuers of the security.
Purchasers’ secondary given names: We have amended paragraph b)3 of Schedule 1 to add the words “(if applicable)” to the requirement for purchasers’ secondary given names.
Cryptocurrencies and cryptocurrency-related assets: Given the increase in the number of offerings in the exempt market by issuers that invest in cryptoassets, we have amended: o Item 5a) of the Report to require filers to identify an issuer whose primary business is to invest all or substantially all of its assets in cryptoassets. o Item 6b) of the Report to require filers to identify where the type of investment fund that most accurately identifies an investment fund issuer is a cryptoasset investment fund. We have also amended the list of security codes in the general instructions of the Report to introduce a new security code “DCT” for distributions of securities involving digital coins or tokens. These changes will allow us to more accurately monitor issuers that invest in cryptocurrencies and cryptocurrency-related assets and to identify distributions of securities involving digital coins or tokens.
The Rule Amendments also clarify certain instructions, including updating the table of security codes in the general instructions of the Report and clarifying Item 7f) of the Report relating to the calculation of the number of purchasers.
Provided all necessary ministerial approvals are obtained, all issuers must use the amended Report for any filings submitted on or after October 5, 2018. Revision of CSA Staff Notice 45-308 We are publishing concurrently with this Notice a revised version of CSA Staff Notice 45-308 to reflect the Revisions.
Local Matters Annex F includes, where applicable, additional information that is relevant in a local jurisdiction only.
Annexes This notice contains the following annexes: Annex A – List of Commenters Annex B – Summary of Comments and CSA Responses Annex C – Amendments to National Instrument 45-106 Prospectus Exemptions Annex D – Change to Companion Policy 45-106CP Prospectus Exemptions Annex E – Blackline of Form 45-106F1 Report of Exempt Distribution reflecting the Rule Amendments
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
Yan Kiu Chan Legal Counsel, Corporate Finance Branch Ontario Securities Commission 416-204-8971 ychan@osc.gov.on.ca Frederick Gerra Legal Counsel, Investment Funds and Structured Products Ontario Securities Commission 416-204-4956 fgerra@osc.gov.on.ca Victoria Steeves Senior Legal Counsel, Corporate Finance British Columbia Securities Commission 604-899-6791 vsteeves@bcsc.bc.ca Christopher Peng Legal Counsel, Corporate Finance Alberta Securities Commission 403-297-4230 christopher.peng@asc.ca Tony Herdzik Deputy Director, Corporate Finance Financial and Consumer Affairs Authority of Saskatchewan 306-787-5849 tony.herdzik@gov.sk.ca
Kristina Beauclair Securities Analyst, Corporate Finance Autorité des marchés financiers 514-395-0337 ext: 4397 kristina.beauclair@lautorite.qc.ca
David Mendicino Senior Legal Counsel, Office of Mergers & Acquisitions Ontario Securities Commission 416-263-3795 dmendicino@osc.gov.on.ca
Kevin Yang Senior Research Analyst, Strategy and Operations Ontario Securities Commission 416-204-8983 kyang@osc.gov.on.ca Gloria Tsang Senior Legal Counsel, Compliance and Registrant Regulation Branch Ontario Securities Commission 416-593-8263 gtsang@osc.gov.on.ca Jody-Ann Edman Assistant Manager, Financial Reporting British Columbia Securities Commission 604-899-6698 jedman@bcsc.bc.ca Steven Weimer Team Lead, Compliance, Data & Risk Alberta Securities Commission 403-355-9035 steven.weimer@asc.ca Wayne Bridgeman Deputy Director, Corporate Finance Manitoba Securities Commission 204-945-4905 wayne.bridgeman@gov.mb.ca
Suzanne Boucher Senior Analyst, Investment Funds Autorité des marchés financiers 514-395-0337 ext: 4477 suzanne.boucher@lautorite.qc.ca 5
Ella-Jane Loomis Senior Legal Counsel, Securities Financial and Consumer Services Commission (New Brunswick) 506-658-2602 ella-jane.loomis@fcnb.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 Jeff Mason Superintendent of Securities Department of Justice Government of Nunavut 867-975-6591 jmason@gov.nu.ca
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Jack Jiang Securities Analyst, Corporate Finance Nova Scotia Securities Commission 902-424-7059 jack.jiang@novascotia.ca
Craig Whalen Manager of Licensing, Registration and Compliance Office of the Superintendent of Securities Government of Newfoundland and Labrador 709-729-5661 cwhalen@gov.nl.ca Thomas W. Hall Superintendent of Securities Department of Justice Government of the Northwest Territories 867-767-9305 tom_hall@gov.nt.ca
ANNEX A LIST OF COMMENTERS 1. Blake, Cassels & Graydon LLP, Davies Ward Phillips & Vineberg LLP, McCarthy Tétrault LLP, Osler, Hoskin & Harcourt LLP and Stikeman Elliott LLP
2. Canadian Foundation for Advancement of Investor Rights 3. Norton Rose Fulbright Canada LLP 4. RP Investment Advisors LP 5. Securities Industry and Financial Markets Association (SIFMA) 6. Stikeman Elliott LLP
ANNEX B SUMMARY OF COMMENTS AND CSA RESPONSES This Annex summarizes the comments we received and our responses to those comments. No. Topic Comments Responses General
1. General support for Most commenters expressed support for the proposed We acknowledge these comments of support proposed amendments amendments. A commenter noted that the proposed and thank the commenters. amendments address many of the issues they have observed and especially those raised by foreign dealers who underwrite and distribute new securities in Canada. Two commenters noted that the reduced regulatory burden that would result from the implementation of the proposed amendments would facilitate more efficient capital raising in the Canadian exempt market. Another commenter expressed appreciation for the CSA’s efforts to be responsive about the unintended effects of the certification requirement and other information requirements in the report.
2. Exempt market oversight One commenter expressed concern about the CSA’s overall regulatory focus relating to the exempt market and suggested that the proposed amendments focus on alleviating regulatory burden for exempt market participants rather than taking action to respond to problems associated with the exempt market.
Additionally, the CSA’s compliance and oversight programs monitor firms and issuers who rely on prospectus exemptions. Where necessary, guidance is provided to filers to assist
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Monitoring activities related to raising capital in the exempt market, including from retail investors, remains a primary focus of our compliance and oversight programs. The amendments to the report, for the most part, are intended to address concerns in respect of exempt offerings involving Canadian institutional investors.
No. Topic Comments Responses them to understand and apply the provisions of these prospectus exemptions and to help them meet their regulatory obligations.
Certification [Item 10] 3. Support for proposed One commenter noted that the proposed revised certification We acknowledge these comments of support certification amendments wording is a significant improvement over the existing and thank the commenters. wording in that it expressly recognizes the existence of a due diligence defence and it contains a knowledge qualifier. Another commenter noted that clarifying and introducing greater flexibility with respect to the certification requirements will help alleviate various concerns that dealers have expressed.
4. Clarification that Two commenters suggested additional language to further certifying individual is clarify that the individual certifying the report is doing so on not certifying in his or behalf of the filer and not in his or her own personal capacity. of” the issuer, underwriter or investment fund her personal capacity
5. Guidance on reasonable A commenter suggested that the words “exercise reasonable diligence diligence” be replaced with “made reasonable inquiries with respect to information outside my personal knowledge” to clarify the expectation on the certifying individual’s due diligence investigation regarding information required to complete the report.
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The certification already includes language that the certifying individual is certifying “on behalf manager. Further guidance is provided at item #22 of Annex 3 of CSA Staff Notice 45-308 (Revised) Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (CSA Staff Notice 45-308).
The knowledge qualifier is worded to align with the due diligence defence under the securities legislation of most jurisdictions, which provides a defence to liability based on the person or company’s knowledge after exercising reasonable diligence. What constitutes reasonable diligence will depend on the circumstances. For example, guidance is
No. Topic Comments Responses provided at item #9.1 of Annex 3 of CSA Staff Notice 45-308 on the reasonable steps an underwriter filing a report should undertake to obtain and confirm the required information regarding the issuer.
6. Clarification when an A commenter asked for clarification on how to fill out the authorized agent certifies boxes titled "Name of issuer/underwriter/investment fund the report manager/agent" and “full legal name" where a dealer has engaged a law firm to assist it in preparing and filing the required reports.
7. Authority of delegation One commenter suggested the certification be amended to to agent expressly confirm the authority of the agent to act on behalf of and bind the issuer.
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We have revised the instructions to clarify the certification in circumstances where the report is being certified by an agent on behalf of the issuer or underwriter. If a law firm is preparing and certifying a report on behalf of the issuer or underwriter, provide the full name of the law firm in the box titled "Name of issuer/underwriter/investment fund manager/agent" and provide the full name of the individual at the law firm certifying the report in the box titled “Full legal name”.
Item 10 of the report states that the certification may be delegated only to an agent that has been authorized by an officer or director of the issuer or underwriter. We do not think the proposed amendment is necessary. The authority of an agent to act on behalf of an issuer or underwriter is governed by the relationship between the issuer or underwriter and its agent.
No. Topic Comments Responses Information Requirements
8. Public listing status One commenter suggested amendments so that the name of the exchange on which the issuer’s “equity” securities [Items 5(g) and 6(e)] primarily trade be required. Additionally, the commenter suggested that if only debt securities of the issuer trade on an exchange, it should be allowed to name “any” exchange on which they trade.
9. Support for proposed Three commenters were supportive of the proposed We acknowledge these comments of support amendment to allow amendment to permit filers to select NIPC which, in their and thank the commenters. This amendment is issuers distributing view, will reduce a significant compliance burden associated limited to NIPC in order to address concerns in securities to non- with the report. One commenter supported the proposed respect of offerings involving Canadian individual permitted amendment, but believed it should apply to all permitted institutional investors. clients (NIPC) to clients, not just non-individuals. indicate this
[Schedule 1] Other Proposed Amendments
10. Support for proposed One commenter supported the proposed amendment to We acknowledge this comment of support and amendments to reflect subsection f) of Schedule 1 which allows permitted foreign thank the commenter. Blanket Order Relief issuers to omit information regarding whether a purchaser is an insider or a registrant.
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With respect to an issuer’s equity securities, we have amended the requirement to identify the name of the exchange on which an issuer’s securities primarily trade to apply to equity securities only. We recognize that identifying the exchanges on which an issuer’s debt securities are listed may be problematic for filers given both the nature of debt and how debt is traded. We have amended the requirement in the report so that filers are not required to provide any exchange information pertaining to an issuer’s debt securities.
No. Topic Comments Responses Other Comments on the Report – Not Directly Related to Proposed Amendments
11. Determining jurisdiction One commenter suggested that additional guidance be added of distribution in the report as to how an issuer is to determine whether a distribution is considered to have taken place in a particular jurisdiction. Another commenter suggested that the report be amended so that the inclusion of information regarding purchasers outside Canada in Item 7 and Schedule 1 is not required under any circumstances, no matter which province the issuer is located in. 12. Co-issuers One commenter proposed the adoption of a “primary” issuer concept to address the issues of (1) duplicative reporting, where two or more co-issuers are offering the same security, and (2) inaccurate and incomplete issuer information, where the information collected in Item 5 does not correspond to the information that investors would rely upon when making their investment decision.
13. Benefit of the Some commenters requested the CSA reconsider some of the information being required disclosure introduced in the 2016 implementation of requested is greater than the report and questioned whether the benefit of the the burden it may impose information requested justifies the burden imposed on filers. on filers
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Guidance on where the issuer is required to file the report is provided at item #1 of Annex 3 of CSA Staff Notice 45-308. Issuers and underwriters should refer to applicable securities legislation, securities directions and case law to determine whether a distribution has taken place in a local jurisdiction. The suggested amendment is beyond the scope of this project. We agree with the commenter that in circumstances where two or more issuers distribute a single security, only one report of exempt distribution should be required to be filed for the distribution, and that any one of the co-issuers should be permitted to file the report. We have amended National Instrument 45-106 Prospectus Exemptions to provide that an issuer or underwriter is not required to file a report for a distribution of a security if a report has been filed by another issuer or underwriter for the distribution for the same security. We have also amended Item 3 of the report to require that, in these instances, filers identify the co-issuers of the security distributed.
We have streamlined certain information requirements in the report to further alleviate the burden it may impose on filers. Overall, we believe the report strikes an appropriate balance between the information needs of the CSA to support its compliance oversight and policy-
No. Topic Comments
14. NAICS industry code Two commenters questioned the meaningfulness and usefulness of the NAICS industry code information [Item 5(a)] requirement, noting that the identification of an issuer’s NAICS industry code requires filers to exercise a significant amount of judgment and may result in inconsistency of classification. One of these commenters suggesting revising the instructions to clarify that filers ought to use their best judgment.
We have amended item 5(a) to explicitly require filers to provide the issuer’s NAICS industry code that in their reasonable judgment most closely corresponds to the issuer’s primary business activity. Item #7 of Annex 3 of CSA Staff Notice 45-308 provides guidance that the filer should use its reasonable judgment to determine the NAICS industry code that most closely matches the issuer’s primary business activity.
15. Date of formation One commenter noted that the exact month and day of formation, which otherwise generally is not required [Items 5(e) and 6(c)] disclosure for a non-reporting issuer, is often very difficult to obtain.
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Responses making functions and the regulatory burden imposed on filers.
Using a comprehensive and standardized industry classification system enables us to better understand exempt market activity and to inform our policy making function as regulators. We continue to believe the NAICS industry code is the most appropriate classification system for the purposes of the report. Based on our review of reports filed to date, we have not observed any significant inconsistencies in the NAICS industry code submitted across filers from similar industries.
The requirement to provide the exact month and day of formation is consistent with the requirement for issuers that have a SEDAR profile. We understand that this information can be obtained through the issuer, and we believe this information would generally not be unduly difficult to obtain.
No. Topic Comments 16. CUSIP number One commenter noted that many issuers have multiple CUSIP numbers and believed the CUSIP number the CSA [Items 5(g) and 6(e)] requires filers to disclose in these sections is the CUSIP number for the issuer’s common shares and not the CUSIP number for the particular securities described in the report. 17. Size of issuer’s assets One commenter suggested that the requirement to disclose the size of the issuer’s assets for its most recent financial [Item 5(h)] year-end be revised to allow the filer to provide the required information based on the most recently available financial statements.
18. Net proceeds to the One commenter asked that the CSA consider revising the investment fund requirements of Item 7(g) because the requirements are [Item 7(g)] burdensome for most alternative fund managers and some issuers consider such data to be highly confidential and commercially sensitive.
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Responses We do not believe a clarifying instruction is necessary. Items 5(g) and 6(e) ask for the first 6 digits of the issuer’s CUSIP number and these 6 digits will be the same for all securities of the issuer. We have amended the instruction to direct filers to select the size of the issuer’s assets “based on its most recently available annual financial statements” to provide clarity to issuers who have completed a financial year end but have not yet prepared their annual financial statements.
Information about the fund on a net proceeds basis is vital to our understanding of investment funds distributing in the exempt market. Also, in certain jurisdictions, the reporting of net proceeds is required as part of the calculation of fees payable for reports of exempt distribution. We understand that fund managers consistently track the purchases and redemptions of their funds. Therefore, we do not believe it is burdensome to report net proceeds.
No. Topic Comments 19. Whether the person One commenter suggested that the question “Indicate compensated is a whether the person compensated is a registrant” be amended registrant to “Indicate whether the person compensated has an NRD number” to better address international dealers who, [Item 8(a)] technically, are not registrants but have an NRD number.
20. Residential address of One commenter suggested eliminating the requirement to directors, executive provide residential addresses for directors, executive officers, officers, promoters and promoters and control persons of the issuer citing that an control persons of the issuer may not necessarily have the information available and issuer privacy issues in certain jurisdictions with disclosing residential addresses. [Item 9(c) and Schedule 2, paragraph c)]
21. Purchasers’ secondary One commenter suggested that purchasers’ secondary given given names names should only be required to the extent that they are applicable and available. [Schedule 1, paragraph b)3]
Responses If a person compensated is relying on the “international dealer exemption” or the “international adviser exemption” (as set out in section 8.18 and in section 8.26, respectively, of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations), the filer should respond “no” to the first question in Item 8(a) asking whether the person compensated is a registrant but, as these firms are issued an NRD number for tracking purposes, the firm should provide the firm’s NRD number in the third section of Item 8(a).
Residential address information has proven an effective means of locating and contacting individuals and is used to support our compliance functions. We believe this information would not be unduly difficult to obtain. Information collected in Schedule 2 is not on the public record of any CSA member. The release of this information through a freedom of information request is governed by freedom of information legislation in place in each CSA jurisdiction.
To the extent that purchasers’ secondary given names are provided to the issuer, they should be disclosed in the report. We have amended the requirement for secondary given names to add the words “(if applicable)”. 8
No. Topic Comments 22. Alberta specific Two comments were received that are specific to Alberta, comments addressing distributions outside the jurisdiction and additional prospectus exemptions in Alberta.
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Responses The comments are outside the scope of this project, and we have referred them to the appropriate staff at the ASC who are currently reviewing Alberta’s approach to distributions outside the jurisdiction.
ANNEX C THE MANITOBA SECURITIES COMMISSION MSC Rule No. 2018-12 (Section 149.1, The Securities Act)
AMENDMENTS TO NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS
1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument. 2. Section 6.2 is amended by adding the following subsection: 6.2(3) An issuer or underwriter is not required to file a report under section 6.1 for a distribution of a security if a report has been filed by another issuer or underwriter for the distribution of the same security.
3. Subsection 7.1(3) is amended by adding "Alberta and" before "Ontario". 4. Form 45-106F1 Report of Exempt Distribution is amended (a) in section 1, under the heading "A. General Instructions", by adding the following after "The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction":
", and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order";
(b) in section 4, under the heading "A. General Instructions", by adding the following paragraph at the end:
"Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form."; (c) 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.";
(d) by replacing section 12 under the heading "A. General Instructions" with the following: 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 DCT Digital coins or tokens DEB Debentures DRS Depository receipts (such as American or Global depository receipts/shares) FTS Flow-through shares FTU Flow-through units Limited partnership units and limited partnership interests (including capital LPU commitments) MTG Mortgages (other than syndicated mortgages) NOT Notes (include all types of notes except convertible notes) OPT Options PRS Preferred shares RTS Rights SMG Syndicated mortgages SUB Subscription receipts Units of bundled securities (such as a unit consisting of a common share and a UBS warrant) Units (exclude units of bundled securities, include trust units and mutual fund UNT units) WNT Warrants (including special warrants) Other securities not included above (if selected, provide details of security type OTH in Item 7d) (e) by adding the following section under the heading "A. General Instructions": 13. Distributions by more than one issuer of a single security If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.;
(f) by adding the following under the heading "B. Terms used in the form" before "permitted client": "NRD" means National Registration Database; (g) 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 ITEM 1 – REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD) ITEM 2 – PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Investment fund issuer Issuer (other than an investment fund) Underwriter
ITEM 3 – ISSUER NAME AND OTHER IDENTIF IERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Previous full legal name If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier". Legal entity identifier If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) ITEM 4 – UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name and firm NRD number. Full legal name Firm NRD number (if applicable) If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter. Street address Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable)
(h) in Item 5(a), by adding "in your reasonable judgment most closely" before "corresponds to the issuer’s primary business activity";
(i) in Item 5(a), by deleting "For more information on finding NAICS industry code go to Statistics Canada’s NAICS industry search tool.";
(j) in Item 5(a), by adding " Cryptoassets" after " Private companies"; (k) 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 equity securities primarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.";
(l) in Item 5(g), by replacing "Exchange names" with "Exchange name"; (m) in Item 5(h), by replacing "Select the size of the issuer’s assets for its most recent financial year-end (Canadian $). If the issuer has not existed for a full financial year, provide the size of the issuer’s assets at the distribution end date." with "Select the size of the issuer’s assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual financial statements for its first financial year, provide the size of the issuer’s assets at the distribution end date.";
(n) in Item 6(b), by adding " Cryptoasset" after " Alternative strategies"; (o) 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. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading system.";
(p) in Item 6(e), by replacing "Exchange names" with "Exchange name"; (q) in Item 7, by adding "in connection with the distribution" after "or finder’s fees"; (r) in Item 7, by replacing "should" with "must"; (s) in Item 7(d), by replacing "Provide the following information for all distributions that take place in a jurisdiction of Canada on a per security basis. Refer to Part A of the Instructions for how to indicate the security code." with "Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code.";
(t) in Item 7(e), by replacing "Security code" with "Convertible/exchangeable security code"; (u) by replacing Item 7(f) with the following:
f) Summary of the distribution by jurisdiction and exemption State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or Number of unique Exemption relied on 2a Total amount (Canadian $) country purchasers Total dollar amount of securities distributed Total number of unique purchasers 2b 2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
(v) in Item 9, by replacing "(select all that apply)" with "(select the one that applies - if more than one applies, select only one)";
(w) in Item 9, by replacing "Issuer distributing eligible foreign securities only to permitted clients" with "Issuer distributing only eligible foreign securities and the distribution is to permitted clients only";
(x) by replacing Item 10 with the following: ITEM 10 – CERTIFICATION Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.
Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.
By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.
Name of issuer/underwriter/ investment fund manager/agent
Full legal name Family name Title Telephone number Signature (y) in paragraph b) of Schedule 1, by adding the following under the heading "b) Legal name of purchaser" and before "1. Family name":
If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate "Jones & Smith" in the family name column.;
(z) in paragraph b) of Schedule 1, by adding "(if applicable)" after "3. Secondary given names"; (aa) 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)";
(bb) 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 any 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 and the distribution is to permitted clients only.;
(cc)in Ontario, in paragraph f) of Schedule 1, by replacing "In Ontario, clauses (f)1. and (f)2. do not apply if one or more of the following apply:" with "Paragraphs f)1. and f)2. do not apply if any of the following apply";
(dd) in Ontario, in paragraph f) of Schedule 1, by replacing "the issuer is distributing eligible foreign securities only to permitted clients" with "the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only";
(ee) by deleting paragraph f)3 of Schedule 1 and replacing it with the following:
First given name Secondary given names Email address Date YYYY MM DD
3. Full legal name of person compensated for distribution to 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.);
(ff) in Schedule 1, under the heading "INSTRUCTIONS FOR SCHEDULE 1", by replacing "needs to" with "must"; and
(gg) 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, 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: 902-368-5283 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
Office of the Superintendent of Securities Government of Yukon Department of Community Services 307 Black Street, 1st 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
5. This Instrument comes into force on October 5, 2018. 6. This Instrument may be cited as MSC Rule 2018-12.
ANNEX D CHANGE TO COMPANION POLICY 45-106CP PROSPECTUS EXEMPTIONS The Canadian Securities Administrators are publishing a change to Companion Policy 45-106CP Prospectus Exemptions (45-106CP). The change comes into effect on the implementation of the Rule Amendments. This Annex shows, by way of blackline, the change to the relevant portion of 45-106CP.
PART 5 – FORMS 5.1 Report of exempt distribution (1) Requirement to file An issuer that has distributed a security of its own issue under any of the prospectus exemptions listed in section 6.1 of NI 45-106 is required to file a report of exempt distribution, on or before the 10th day after the distribution. Alternatively, if an underwriter distributes securities acquired under section 2.33 of NI 45-106, either the issuer or the underwriter may complete and file the form. If there is a syndicate of underwriters, the lead underwriter may file the form on behalf of the syndicate or each underwriter may file a form relating to the portion of the distribution it was responsible for. In certain circumstances, two or more issuers distribute a single security. In these circumstances, only one report of exempt distribution is required to be filed for the distribution, which may be completed and filed by any one of the co-issuers. The required form of report is Form 45-106F1 Report of Exempt Distribution. In determining if it is required to file a report in a particular jurisdiction, the issuer or underwriter should consider the following questions:
(a) Is there a distribution in the jurisdiction? (Please refer to the securities legislation and securities directions of the jurisdiction for guidance, if any, on when a distribution occurs in the jurisdiction.)
(b) If there is a distribution in the jurisdiction, what exemption from the prospectus requirement is the issuer relying on for the distribution of the security?
(c) Does the exemption referred to in paragraph (b) trigger a reporting requirement? (Reports of exempt distribution are required for distributions made in reliance on the prospectus exemptions listed in section 6.1 of NI 45-106, Multilateral Instrument 45-108 Crowdfunding and certain local rules and orders.
A distribution may occur in more than one jurisdiction. In this case, the issuer may complete a single report identifying all purchasers, and file the report in each Canadian jurisdiction where the distribution has occurred.
ANNEX E BLACKLINE OF FORM 45-106F1 REPORT OF EXEMPT DISTRIBUTION REFLECTING THE AMENDMENTS
This is a blackline showing 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 Report 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 Report was added by way of an Ontario-only amendment that came into force on July 29, 2016.
Form 45-106F1 Report of Exempt Distribution A. General Instructions 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, and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order. 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.
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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.
Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form. 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) CM S Common shares CVD Convertible debentures CVN Convertible notes CVP Convertible preferred shares DCT Digital coins or tokens DEB Debentures 2
Security code Security type DRS Depository receipts (such as American or Global depository receipts/shares) FTS Flow-through shares FTU Flow-through units LPU Limited partnership units and limited partnership interests (including capital commitments) MTG Mortgages (other than syndicated mortgages) NOT Notes (include all types of notes except convertible notes) OPT Options PRS Preferred shares RTS Rights SM G Syndicated mortgages SUB Subscription receipts 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 (including special warrants) OTH Other securities not included above (if selected, provide details of security type in Item 7d) 13. Distributions by more than one issuer of a single security If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3.
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B. Terms used in the form 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.
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Form 45-106F1 Report of Exempt Distribution IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT ITEM 1 – REPORT TYPE
New report Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD) ITEM 2 – PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Investment fund issuer
Issuer (other than an investment fund) Underwriter ITEM 3 – ISSUER NAME AND OTHER IDENTIFIERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Previous full legal name If the issuer’s name changed in the last 12 months, provide most recent previous legal name.
Website (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier
If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) ITEM 4 – UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name and firm National Registration Database (NRD)NRD number. Full legal name Firm NRD number (if applicable) If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter. Street address
Municipality Province/State 5
Country Postal code/Zip code Telephone number Website (if applicable) ITEM 5 – ISSUER INFORMATION If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. a) Primary industry Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. For more information on finding the NAICS industry code go to Statistics Canada's NAICS industry search tool. NAICS industry code
If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations.
Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt Private companies Cryptoassets b) Number of employees Number of employees: 0 – 49 50 – 99 100 – 499 500 or more c) SEDAR profile number Does the issuer have a SEDAR profile? No Yes If yes, provide SEDAR profile number If the issuer does not have a SEDAR profile complete Item 5(d) – (h).
d) Head office address Street address Province/State Municipality Postal code/Zip code Country Telephone number e) Date of formation and financial year-end Date of formation Financial year-end YYYY MM DD MM DD f) Reporting issuer status Is the issuer a reporting issuer in any jurisdiction of Canada? No Yes If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer. All AB BC MB NB NL NT NS NU ON PE QC SK YT 6
g) Public listing status If the issuer has a CUSIP number, provide below (first 6 digits only). CUSIP number
If the issuer is publicly listed, provide the namesname of all exchangesthe exchange on which itsthe issuer’s equity securities are listed. Include only the names of exchanges for which the issuer has applied for and received a listing, which excludesprimarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading systemssystem. Exchange namesname
h) Size of issuer’s assets Select the size of the issuer’s assets forbased on its most recentrecently available annual financial year-end statements (Canadian $). If the issuer has not existed for a fullprepared annual financial statements for its first financial year, provide the size of the issuer’s assets at the distribution end date. $0 to under $5M $5M to under $25M $25M to under $100M $100M to under $500M $500M to under $1B $1B or over ITEM 6 – INVESTMENT FUND ISSUER INFORMATION If the issuer is an investment fund, provide the following information. a) Investment fund manager information
Full legal name Firm NRD Number (if applicable) If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager. Street Address
Municipality Province/State Country Postal code/Zip code Telephone number Website (if applicable) b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced BalancedAlternative Alternative Other (describe) strategies strategiesCryptoasset Indicate whether one or both of the following apply to the investment fund. Invests primarily in other investment fund issuers
Is a UCITs Fund 1 1 Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.
c) Date of formation and financial year-end of the investment fund Date of formation Financial year-end YYYY MM DD MM DD d) Reporting issuer status of the investment fund 7
Is the investment fund a reporting issuer in any jurisdiction of Canada? No Yes If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer. All AB BC MB NB NL NT NS NU ON PE QC SK YT e) Public listing status of the investment fund If the investment fund has a CUSIP number, provide below (first 6 digits only). CUSIP number If the investment fund is publicly listed, provide the namesname of all exchangesthe exchange on which itsthe investment fund’s securities are listed. Include only the names of exchanges for which the investment fund has applied for and received a listing, which excludesprimarily trade. Provide only the name of an exchange and not a trading facility such as, for example, an automated trading systemssystem. Exchange namesname
f) Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). $0 to under $5M $5M to under $25M $25M to under $100M $100M to under $500M $500M to under $1B $1B or over Date of NAV calculation: YYYY MM DD ITEM 7 – INFORMATION ABOUT THE D ISTRIBUTION If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees in connection with the distribution, which shouldmust be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency
Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. Canadian dollar US dollar Euro Other (describe) b) Distribution date(s) State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.
Start date YYYY MM DD c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. d) Types of securities distributed Provide the following information for all distributions that take place in a jurisdiction of Canadareported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. Security CUSIP number Description of security code (if applicable) 8
End date YYYY MM DD Canadian $ Single or Number of Highest lowest Total amount securities price price
e) Details of rights and convertible/exchangeable securities If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.
SecurityConve Exercise price rtible / Underlying (Canadian $) Expiry date Conversion Describe other terms (if applicable) exchangeable security code (YYYY-MM-DD) ratio security code Lowest Highest f) Summary of the distribution by jurisdiction and exemption State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or Number of unique Exemption relied on country purchasers 2a Total amount (Canadian $) Total dollar amount of securities distributed Total number of unique purchasers 2b 2 InaIn calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.
g) Net proceeds to the investment fund by jurisdiction If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides. 3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.
Net proceeds Province or country (Canadian $) Total net proceeds to the investment fund 3 “Net proceeds” means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.
h) Offering materials – This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia. If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions. In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.
Date of document or Description 1. 2. 3.
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Previously filed with Date previously filed or or delivered to other material delivered regulator? (YYYY-MM-DD) (YYYY-MM-DD) (Y/N)
ITEM 8 – COMPENSATION INFORMATION Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No Yes If yes, indicate number of persons compensated. a) Name of person compensated and registration status Indicate whether the person compensated is a registrant. No Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual
Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal. No Yes b) Business contact information If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address
Municipality Province/State Country Postal code/Zip code Email address Telephone number c) Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B(2) of the Instructions and the meaning of “control” in section 1.4 of NI 45-106 for the purposes of completing this section. Connected with the issuer or investment fund manager
Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager None of the above d) Compensation details Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid
Value of all securities Security code 1 Security code 2 Security code 3 Security codes distributed as compensation 4 Describe terms of warrants, options or other rights Other compensation 5 Describe Total compensation paid 10
Check box if the person will or may receive any deferred compensation (describe the terms below) 4 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.
5 Do not include deferred compensation. ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. Indicate whether the issuer is any of the following (select all that applyselect the one that applies – if more than one applies, select only one). Reporting issuer in any jurisdiction of Canada
Foreign public issuer Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6 Provide name of reporting issuer
Wholly owned subsidiary of a foreign public issuer 6 Provide name of foreign public issuer
Issuer distributing only eligible foreign securities only and the distribution is to permitted clients only 7 If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10. 6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.
7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions.
If the issuer is none of the above, check this box and complete Item 9(a) – (c). a) Directors, executive officers and promoters of the issuer Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter.
First given Organization or company name Family name name b) Promoter information If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer.
Secondary First given Organization or company name Family name name 11
Business location of Relationship to non-individual or issuer Secondary given residential (select all that names jurisdiction of apply) individual Province or country D O P
Residential Relationship to promoter jurisdiction of (select one or both if applicable) given individual names Province or D O country
c) Residential address of each individual Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.
ITEM 10 – CERTIFICATION Provide the following certification and business contact information of an officer or, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may not be delegated, but only to an agent or other individual preparing the report on behalfthat has been authorized by an officer or director of the issuer or underwriter. to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide theirthe name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.
By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator that:, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. I have read and understand this report; and all of the information provided in this report is true. Name of issuer/underwriter/ investment fund manager/agent
Full legal name Family name First given name Secondary given names Title Name of issuer/underwriter/ investment fund manager
Telephone number Email address Signature ITEM 11 – CONTACT PERSON Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.
Same as individual certifying the report Full legal name Title Family name First given name Secondary given names Name of company 12
Date YYYY MM DD
Telephone number Email address Notice – Collection and use of personal information The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.
If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.
The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 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.
By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and b) has authorized the indirect collection of the information by the securities regulatory authority or regulator. 13
SCHEDULE 1 TO FORM 45-106F1 (CONFIDENTIAL PURCHASER INFORMATION ) 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 If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate “Jones & Smith” in the family name column.
1. Family name 2. First given name 3. Secondary given names (if applicable) 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.
4. 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)
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f) Other information Paragraphs f)1. and f)2. do not apply if any 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 and the distribution is to permitted clients only. 1 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 person compensated for distribution to purchaser. If thea person compensated is a registered firm, provide the firm NRD number only. (Note: the namenames must be consistent with namethe names 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 tomust 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.
1 In Ontario, the substance of the blacklined italicized text was already incorporated in an Ontario-only amendment that came into force on July 29, 2016. The relief reflected in this italicized text was also previously provided in other CSA jurisdictions through blanket orders. Identical relief is now proposed for all CSA jurisdictions.
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SCHEDULE 2 TO FORM 45-106F1 (CONFIDENTIAL D IRECTOR , EXECUTIVE OFFICER , PROMOTER AND CONTROL PERSON INFORMATION )
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 16
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
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) 920-8984-767-9305 Facsimile: (867) -873-0243
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 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) 368-5283 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 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
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: 902-368-5283 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
Office of the Superintendent of Securities Government of Yukon Department of Community Services 307 Black Street, 1st 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