MSC NOTICE 2005-37 Local Rule 45-806 Resale Restrictions Applicable to NI 45-106 Prospectus and Registration Exemptions Background This notice deals with certain matters relevant to Manitoba in connection with proposed National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) and Companion Policy 45-016CP Prospectus and Registration Exemptions (“NI 45-106CP”) and should be read in conjunction with the MSC Notices 2005-30, 2005-31 and 2005-32 concerning NI 45-106 and NI 45-106CP. On December 17, 2004 the Commission published Local Rule 45-806 for comment. The Comment Period expired March 17, 2005 and no comments were received. The Commission has made Local Rule 45-806 a Rule to come into force on the same date as National Instrument 45-106, September 14, 2005. Resale Restrictions Consistent with the existing requirements under National Instrument 45-103 Capital Raising Exemptions, the Commission proposes to implement resale restrictions on shares issued under s. 2.3, 2.5 or 2.9 of proposed NI 45-106. Any questions on this notice can be directed to: Chris Besko Deputy Director – Legal Manitoba Securities Commission 1130 – 405 Broadway WINNIPEG MB R3C 3L6 August 19, 2005
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