Notices

CSA Staff Notice 45-314 Consolidated List of Current CSA Exempt Market Initiatives March 20, 2014 Introduction Modernization of the exempt market regulatory regime is a major priority for the Canadian Securities Administrators (CSA). In keeping with this, CSA members are publishing a series of significant initiatives related to prospectus exemptions. This Notice describes all of these initiatives in one place for the benefit of industry and investors. Although CSA members have substantially harmonized the prospectus exemptions and amendments to prospectus exemptions, market participants will note some differences. Some of these can be explained by differences in local markets and the fact that certain prospectus exemptions are proposed for the first time in some jurisdictions. List of Initiatives (organized by Exemption and Date Published) Prospectus Jurisdiction Summary of Latest Developments Date (2014) Exemption Short-Term All Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of NI credit rating requirement when an 45-106 1 ) issuer obtains more than one credit rating Short-Term All Publication for comment January 23 Securitized • Proposal to introduce a new Products prospectus exemption for short- (proposed term securitized products (ABCP) s. 2.35.2 of NI with additional credit rating, 45-106) liquidity and disclosure requirements 1 National Instrument 45-106 Prospectus and Registration Exemptions 1

- 2 - Prospectus Jurisdiction Summary of Latest Developments Date (2014) Exemption Accredited All Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of NI 45- on the prospectus exemption to 106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status ON Publication for comment February 27 • Proposal to amend the definition of accredited investor in Ontario to allow fully managed accounts to purchase investment fund securities using the managed account category of the prospectus exemption $150,000 All Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106) Report of All Publication for comment February 27 Exempt • Proposal to gather additional Distribution information on the purchaser’s (Forms category of accredited investor, the 45-106F1 and issuer’s industry and persons being F6) compensated in connection with the exempt distribution

- 3 - Prospectus Jurisdiction Summary of Latest Developments Date (2014) Exemption Existing BC, AB, SK, Adoption by local blanket order or rule of March 13 Security Holder MB, QC, new prospectus exemption (Multilateral NB, NS, PE, • Issuers listed on certain Canadian Notice 45-313 YK, NT stock exchanges may distribute Prospectus NU securities to existing security Exemption for holders in prescribed Distributions to circumstances Existing Security Holders) Existing ON Publication for comment March 20 Security Holder • Proposal to introduce a new (proposed s. 2.9 prospectus exemption that would of OSC Rule 45- allow non-investment fund issuers 501 Ontario listed on certain Canadian stock Prospectus and exchanges to distribute securities Registration to existing security holders in Exemptions) prescribed circumstances Offering AB, SK, QC Publication for comment March 20 Memorandum • Proposal to impose new annual (s. 2.9 of NI 45- caps on the amount that can be 106) raised from an individual, to address marketing materials and to require annual financial statements ON Publication for comment March 20 • Proposal to introduce an offering memorandum prospectus exemption similar to the exemption available in certain other CSA jurisdictions (as proposed to be amended) for non- investment fund issuers NB Publication for comment March 20 • Proposal to adopt an offering memorandum prospectus exemption on the same terms as in Ontario

- 4 - Prospectus Jurisdiction Summary of Latest Developments Date (2014) Exemption Family, Friends ON Publication for comment March 20 and Business • Proposal to introduce a family, Associates friends and business associates (s. 2.5 and prospectus exemption similar to proposed s. those in other CSA jurisdictions 2.6.1 of NI 45- for non-investment fund issuers 106) Crowdfunding SK, MB, Publication for comment March 20 (proposed ON, QC, • Proposal to introduce a new MI 45-108 NB, NS crowdfunding prospectus Crowdfunding) exemption for non-investment fund issuers and an associated registration regime for online funding portals Crowdfunding SK, MB, Publication for comment March 20 (proposed QC, NB, NS • Proposal to introduce new Start-Up crowdfunding prospectus and Crowdfunding registration exemptions for non- general and reporting issuers similar to blanket orders) Saskatchewan’s existing regime 2 Crowdfunding BC Request for comment March 20 (BC Notice • Request for comment on 2014/03 introducing new crowdfunding Start-Up prospectus and registration Crowdfunding) exemptions for non-reporting issuers similar to Saskatchewan’s existing regime 2 Report of AB, SK, ON, Publication for comment March 20 Exempt NB • Proposal to introduce two new Distribution reports of exempt distribution, one (proposed for investment funds and the other Forms 45- for non-investment fund issuers 106F10 and F11) 2 Based on General Order 45-925 Saskatchewan Equity Crowdfunding Exemption. Saskatchewan is not revoking its Order but is republishing its Order as multilateral relief with Québec, New Brunswick and Nova Scotia.

- 5 - The text of the new exemptions and proposed amendments is or will be available on websites of CSA jurisdictions, including: www.lautorite.qc.ca www.albertasecurities.com www.bcsc.bc.ca www.nssc.gov.ns.ca www.fcnb.ca www.osc.gov.on.ca www.fcaa.gov.sk.ca www.msc.gov.mb.ca Questions Please refer your questions to any of the following: British Columbia Peter Brady Leslie Rose Director, Corporate Finance Senior Legal Counsel, Corporate Finance British Columbia Securities Commission British Columbia Securities Commission 604-899-6570 604-899-6654 Toll free across Canada: 800-373-6393 Toll free across Canada: 800-373-6393 pbrady@bcsc.bc.ca lrose@bcsc.bc.ca Alberta Jonathan Taylor Denise Weeres Manager, CD Compliance & Market Manager, Legal, Corporate Finance Analysis, Corporate Finance Alberta Securities Commission Alberta Securities Commission 403-297-2930 403-297-4770 denise.weeres@asc.ca jonathan.taylor@asc.ca Saskatchewan Sonne Udemgba Tony Herdzik Deputy Director, Legal, Securities Division Deputy Director, Corporate Finance, Securities Division Financial and Consumer Affairs Authority Financial and Consumer Affairs Authority of Saskatchewan of Saskatchewan 306-787-5849 306-787-5879 tony.herdzik@gov.sk.ca sonne.udemgba@gov.sk.ca

- 6 - Manitoba Chris Besko Legal Counsel - Deputy Director The Manitoba Securities Commission 204-945-2561 cbesko@gov.mb.ca Ontario Jo-Anne Matear Manager, Corporate Finance Ontario Securities Commission 416-593-2323 jmatear@osc.gov.on.ca Maria Carelli Senior Accountant, Compliance and Registrant Regulation Ontario Securities Commission 416-593-2380 mcarelli@osc.gov.on.ca Québec Sylvie Lalonde Director, Policy and Regulations Department Autorité des marchés financiers 514-395-0337, ext. 4461 sylvie.lalonde@lautorite.qc.ca New Brunswick Susan W. Powell Deputy Director, Securities Financial and Consumer Services Commission (New Brunswick) 506-643-7697 susan.powell@fcnb.ca Nova Scotia Shirley Lee Director, Policy and Market Regulation Nova Scotia Securities Commission 902-424-5441 leesp@gov.ns.ca Elizabeth Topp Senior Legal Counsel, Corporate Finance Ontario Securities Commission 416-593-2377 etopp@osc.gov.on.ca Melissa Schofield Senior Legal Counsel, Investment Funds Ontario Securities Commission 416-595-8777 mschofield@osc.gov.on.ca Patrick Théorêt Director, Corporate Finance Autorité des marchés financiers 514-395-0337, ext. 4381 patrick.theoret@lautorite.qc.ca Kevin Redden Director, Corporate Finance Nova Scotia Securities Commission 902-424-5343 reddenkg@gov.ns.ca

- 7 - Prince Edward Island Steve Dowling General Counsel Consumer, Labour and Financial Services Division Department of Environment, Labour and Justice Government of Prince Edward Island 902-368-4551 sddowling@gov.pe.ca Newfoundland and Labrador Nunavut Don Boyles Louis Arki Superintendent of Securities (by interim) Director, Legal Registries Securities Commission of Newfoundland Department of Justice, Government of Nunavut and Labrador 867-975-6587 Government of Newfoundland & Labrador larki@gov.nu.ca 709-729-4501 dboyles@gov.nl.ca Northwest Territories Yukon Gary MacDougall Rhonda Horte Superintendent of Securities Deputy Superintendent Office of the Superintendent of Securities Office of the Yukon Superintendent of Securities Government of the Northwest Territories Yukon Government 867-873-7490 867-667-5466 gary_macdougall@gov.nt.ca Rhonda.Horte@gov.yk.ca

List of Initiatives (organized by Jurisdiction) Jurisdiction Prospectus Summary of Latest Developments Date (2014) Exemption BC Short-Term Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of credit rating requirement when an NI 45-106 1 ) issuer obtains more than one credit rating Short-Term Publication for comment January 23 Securitized • Proposal to introduce a new Products prospectus exemption for short- (proposed term securitized products (ABCP) s. 2.35.2 of with additional credit rating, NI 45-106) liquidity and disclosure requirements Accredited Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of on the prospectus exemption to NI 45-106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status $150,000 Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106) Report of Publication for comment February 27 Exempt • Proposal to gather additional Distribution information on the purchaser’s (Forms category of accredited investor, the 45-106F1 and issuer’s industry and persons being F6) compensated in connection with the exempt distribution 1 National Instrument 45-106 Prospectus and Registration Exemptions

Existing Adoption by local blanket order of new March 13 Security Holder prospectus exemption (Multilateral • Issuers listed on certain Canadian Notice 45-313 stock exchanges may distribute Prospectus securities to existing security Exemption for holders in prescribed Distributions to circumstances Existing Security Holders) Crowdfunding Request for comment March 20 (BC Notice • Request for comment on 2014/032 introducing new crowdfunding Start-Up prospectus and registration Crowdfunding) exemptions for non-reporting issuers similar to Saskatchewan’s existing regime AB Short-Term Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of credit rating requirement when an NI 45-106) issuer obtains more than one credit rating Short-Term Publication for comment January 23 Securitized • Proposal to introduce a new Products prospectus exemption for short- (proposed s. term securitized products (ABCP) 2.35.2 of with additional credit rating, NI 45-106) liquidity and disclosure requirements Accredited Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of on the prospectus exemption to NI 45-106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status

$150,000 Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106) Report of Publication for comment February 27 Exempt • Proposal to gather additional Distribution information on the purchaser’s (Forms category of accredited investor, the 45-106F1 and issuer’s industry and persons being F6) compensated in connection with the exempt distribution Existing Adoption by local rule of new prospectus March 13 Security Holder exemption (Multilateral • Issuers listed on certain Canadian Notice 45-313 stock exchanges may distribute Prospectus securities to existing security Exemption for holders in prescribed Distributions to circumstances Existing Security Holders) Offering Publication for comment March 20 Memorandum • Proposal to impose new annual (s. 2.9 of caps on the amount that can be NI 45-106) raised from an individual, to address marketing materials and to require annual financial statements Report of Publication for comment March 20 Exempt • Proposal to introduce two new Distribution reports of exempt distribution, one (Forms for investment funds and the other 45-106F10 and for non-investment fund issuers F11) SK Short-Term Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of credit rating requirement when an NI 45-106) issuer obtains more than one credit rating

Short-Term Publication for comment January 23 Securitized • Introduce a new prospectus Products exemption for short-term (proposed s. securitized products (ABCP) with 2.35.2 of additional credit rating, liquidity NI 45-106) and disclosure requirements Accredited Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of on the prospectus exemption to NI 45-106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status $150,000 Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106) Report of Publication for comment February 27 Exempt • Proposal to gather additional Distribution information on the purchaser’s (Forms category of accredited investor, the 45-106F1 and issuer’s industry and persons being F6) compensated in connection with the exempt distribution Existing Adoption by local blanket order or rule of March 13 Security Holder new prospectus exemption (Multilateral • Issuers listed on certain Canadian Notice 45-313 stock exchanges may distribute Prospectus securities to existing security Exemption for holders in prescribed Distributions to circumstances Existing Security Holders)

Offering Publication for comment March 20 Memorandum • Proposal to impose new annual (s. 2.9 of caps on the amount that can be NI 45-106) raised from an individual, to address marketing materials and to require annual financial statements Crowdfunding Publication for comment March 20 (proposed • Proposal to introduce a new MI 45-108 crowdfunding prospectus Crowdfunding) exemption for non-investment fund issuers and an associated registration regime for online funding portals Crowdfunding Publication for comment March 20 (proposed • Proposal to introduce new Start-Up crowdfunding prospectus and Crowdfunding registration exemptions for non- general and reporting issuers similar to blanket orders) Saskatchewan’s existing regime 2 Report of Publication for comment March 20 Exempt • Proposal to introduce two new Distribution reports of exempt distribution, one (Forms for investment funds and the other 45-106F10 and for non-investment fund issuers F11) MB Short-Term Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of credit rating requirement when an NI 45-106) issuer obtains more than one credit rating Short-Term Publication for comment January 23 Securitized • Proposal to introduce a new Products prospectus exemption for short- (proposed s. term securitized products (ABCP) 2.35.2 of with additional credit rating, NI 45-106) liquidity and disclosure requirements 2 Based on General Order 45-925 Saskatchewan Equity Crowdfunding Exemption. Saskatchewan is not revoking its Order but is republishing its Order as multilateral relief with Québec, New Brunswick and Nova Scotia.

Accredited Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of on the prospectus exemption to NI 45-106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status $150,000 Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106) Report of Publication for comment February 27 Exempt • Proposal to gather additional Distribution information on the purchaser’s (Forms category of accredited investor, the 45-106F1 and issuer’s industry and persons being F6) compensated in connection with the exempt distribution Existing Adoption by local blanket order or rule of March 13 Security Holder new prospectus exemption (Multilateral • Issuers listed on certain Canadian Notice 45-313 stock exchanges may distribute Prospectus securities to existing security Exemption for holders in prescribed Distributions to circumstances Existing Security Holders) Crowdfunding Publication for comment March 20 (proposed • Proposal to introduce a new MI 45-108 crowdfunding prospectus Crowdfunding) exemption for non-investment fund issuers and an associated registration regime for online funding portals

Crowdfunding Publication for comment March 20 (proposed • Proposal to introduce new Start-Up crowdfunding prospectus and Crowdfunding registration exemptions for non- general and reporting issuers similar to blanket orders) Saskatchewan’s existing regime ON Short-Term Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of credit rating requirement when an NI 45-106) issuer obtains more than one credit rating Short-Term Publication for comment January 23 Securitized • Proposal to introduce a new Products prospectus exemption for short- (proposed s. term securitized products (ABCP) 2.35.2 of with additional credit rating, NI 45-106) liquidity and disclosure requirements Accredited Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of on the prospectus exemption to NI 45-106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status Publication for comment February 27 • Proposal to amend the definition of accredited investor in Ontario to allow fully managed accounts to purchase investment fund securities using the managed account category of the prospectus exemption

$150,000 Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106) Report of Publication for comment February 27 Exempt • Proposal to gather additional Distribution information on the purchaser’s (Forms category of accredited investor, the 45-106F1 and issuer’s industry and persons being F6) compensated in connection with the exempt distribution Existing Publication for comment March 20 Security Holder • Proposal to introduce a new (proposed s. 2.9 prospectus exemption that would of OSC Rule allow non-investment fund issuers 45-501 Ontario listed on certain Canadian stock Prospectus and exchanges to distribute securities Registration to existing security holders in Exemptions) prescribed circumstances Offering Publication for comment March 20 Memorandum • Proposal to introduce an offering (s. 2.9 of memorandum prospectus NI 45-106) exemption similar to the exemption available in certain other CSA jurisdictions (as proposed to be amended) for non- investment fund issuers Family, Friends Publication for comment March 20 & Business • Proposal to introduce a family, Associates friends and business associates (s. 2.5 and prospectus exemption similar to proposed those in other CSA jurisdictions s. 2.6.1 of for non-investment fund issuers NI 45-106)

Crowdfunding Publication for comment March 20 (proposed MI • Proposal to introduce a new 45-108 crowdfunding prospectus Crowdfunding) exemption for non-investment fund issuers and an associated registration regime for online funding portals Report of Publication for comment March 20 Exempt • Proposal to introduce two new Distribution reports of exempt distribution, one (Forms for investment funds and the other 45-106F10 and for non-investment fund issuers F11) QC Short-Term Publication for comment January 23 Debt • Proposal to modify the minimum (s. 2.35 of credit rating requirement when an NI 45-106) issuer obtains more than one credit rating Short-Term Publication for comment January 23 Securitized • Proposal to introduce a new Products prospectus exemption for short- (proposed term securitized products (ABCP) s. 2.35.2 of with additional credit rating, NI 45-106) liquidity and disclosure requirements Accredited Publication for comment February 27 Investor • Proposal to require persons relying (s. 2.3 of on the prospectus exemption to NI 45-106) obtain a signed risk acknowledgement from certain individual accredited investors • Proposal regarding additional guidance on steps issuers can take to verify accredited investor status $150,000 Publication for comment February 27 Minimum • Proposal to restrict the prospectus Amount exemption to distributions to non- Investment individual investors (s. 2.10 of NI 45-106)