Ontario Securities Commission Bulletin

Issue 46/12 - March 23, 2023

Ont. Sec. Bull. Issue 46/12

Table of Contents

A. Capital Markets Tribunal

Notices of Hearing

Harry Stinson et al. -- s. 127(1)

Other Notices

Jiubin Feng and CIM International Group Inc.

Amin Mohammed Ali

Harry Stinson et al.

Orders

Amin Mohammed Ali

Reasons and Decisions

Jiubin Feng and CIM International Group Inc. -- s. 127(1)

B. Ontario Securities Commission

Orders

UEX Corporation

Southern Pacific Resource Corp. -- s. 144

Resolute Forest Products Inc.

Reasons and Decisions

Brookfield Corporation

Fédération des caisses Desjardins du Québec

Énergir Inc.

CIBC Asset Management Inc. et al.

CI Investments Inc.

AGF Investments Inc. and Highstreet Asset Management Inc.

Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Temporary, Permanent & Rescinding Management Cease Trading Orders

Outstanding Management & Insider Cease Trading Orders

Rules and Policies

CSA Notice of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)

CSA Notice of Repeal and Replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD

IPOs, New Issues and Secondary Financings

Registrations

Registrants

 

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A. Capital Markets Tribunal

Notices of Hearing

Harry Stinson et al. -- s. 127(1)

FILE NO.: 2022-3

IN THE MATTER OF HARRY STINSON, BUFFALO GRAND HOTEL INC., STINSON HOSPITALITY MANAGEMENT INC., STINSON HOSPITALITY CORP., RESTORATION FUNDING CORPORATION, BUFFALO CENTRAL LLC, AND STEPHEN KELLEY

NOTICE OF HEARING Subsection 127(1) of the Securities Act, RSO 1990, c S.5

PROCEEDING TYPE: Public Settlement Hearing

HEARING DATE AND TIME: March 23, 2023 at 2:00 p.m.

LOCATION: By videoconference

PURPOSE

The purpose of this hearing is to consider whether it is in the public interest for the Capital Markets Tribunal to approve the Settlement Agreement dated March 20, 2023, between Staff of the Commission and Stephen Kelley in respect of the Statement of Allegations filed by Staff of the Commission dated February 10, 2022.

REPRESENTATION

Any party to the proceeding may be represented by a representative at the hearing.

FAILURE TO ATTEND

IF A PARTY DOES NOT ATTEND, THE HEARING MAY PROCEED IN THE PARTY'S ABSENCE AND THE PARTY WILL NOT BE ENTITLED TO ANY FURTHER NOTICE IN THE PROCEEDING.

FRENCH HEARING

This Notice of Hearing is also available in French on request of a party. Participation may be in either French or English. Participants must notify the Tribunal in writing as soon as possible if the participant is requesting a proceeding be conducted wholly or partly in French.

AVIS EN FRANÇAIS

L'avis d'audience est disponible en français sur demande d'une partie, que la participation à l'audience peut se faire en français ou en anglais et que les participants doivent aviser le Tribunal par écrit dès que possible si le participant demande qu'une instance soit tenue entièrement ou partiellement en français.

Dated at Toronto this March 20, 2023

Registrar, Governance & Tribunal Secretariat
Ontario Securities Commission

For more information

Please visit capitalmarketstribunal.ca or contact the Registrar at registrar@osc.gov.on.ca.

 

Other Notices

Jiubin Feng and CIM International Group Inc.

FOR IMMEDIATE RELEASE

March 16, 2023

JIUBIN FENG AND CIM INTERNATIONAL GROUP INC., File No. 2021-27

TORONTO -- The Tribunal issued its Reasons and Decision in the above named matter.

A copy of the Reasons and Decision dated March 15, 2023 is available at capitalmarketstribunal.ca.

Registrar, Governance & Tribunal Secretariat
Ontario Securities Commission

For Media Inquiries:

media_inquiries@osc.gov.on.ca

For General Inquiries:

1-877-785-1555 (Toll Free)
inquiries@osc.gov.on.ca

 

Amin Mohammed Ali

FOR IMMEDIATE RELEASE

March 20, 2023

AMIN MOHAMMED ALI, File No. 2022-6

TORONTO -- The Tribunal issued an Order in the above-named matter.

A copy of the Order dated March 20, 2023 is available at capitalmarketstribunal.ca.

Registrar, Governance & Tribunal Secretariat
Ontario Securities Commission

For Media Inquiries:

media_inquiries@osc.gov.on.ca

For General Inquiries:

1-877-785-1555 (Toll Free)
inquiries@osc.gov.on.ca

 

Harry Stinson et al.

FOR IMMEDIATE RELEASE

March 20, 2023

HARRY STINSON, BUFFALO GRAND HOTEL INC., STINSON HOSPITALITY MANAGEMENT INC., STINSON HOSPITALITY CORP., RESTORATION FUNDING CORPORATION, BUFFALO CENTRAL LLC, AND STEPHEN KELLEY, File No. 2022-3

TORONTO -- The Tribunal issued a Notice of Hearing for a hearing to consider whether it is in the public interest for the Capital Markets Tribunal to approve the Settlement Agreement dated March 20, 2023, between Staff of the Commission and Stephen Kelley.

The hearing will be held on March 23, 2023 at 2:00 p.m.

A copy of the Notice of Hearing dated March 20, 2023 is available at capitalmarketstribunal.ca.

Registrar, Governance & Tribunal Secretariat
Ontario Securities Commission

For Media Inquiries:

media_inquiries@osc.gov.on.ca

For General Inquiries:

1-877-785-1555 (Toll Free)
inquiries@osc.gov.on.ca

 

Orders

Amin Mohammed Ali

IN THE MATTER OF AMIN MOHAMMED ALI

File No. 2022-6

Adjudicators:

M. Cecilia Williams (chair of the panel)

William Furlong

March 20, 2023

ORDER

WHEREAS on March 20, 2023, the Capital Markets Tribunal held a hearing by videoconference in relation to the application brought by Amin Mohammed Ali to review the decisions of the Mutual Fund Dealers Association (MFDA) dated February 10, 2022, and considered a request from Mr. Ali to adjourn this hearing so that he may seek new legal representation;

ON HEARING the submissions of the representative of Ali, appearing by telephone, and of the representatives of Staff of the New Self Regulatory Organization of Canada (formerly MFDA) (New SRO) and of Staff of the Ontario Securities Commission, and on considering that Staff of the New SRO and Staff of the Commission do not object to the adjournment request;

IT IS ORDERED THAT this hearing is adjourned to May 31, 2023, at 10:00 a.m. by videoconference, or on such other date and time as may be agreed to by the parties and set by the Governance & Tribunal Secretariat.

"M. Cecilia Williams"
 
"William Furlong"

 

Reasons and Decisions

Jiubin Feng and CIM International Group Inc. -- s. 127(1)

Citation: Feng (Re), 2023 ONCMT 12

Date: 2023-03-15

File No. 2021-27

IN THE MATTER OF JIUBIN FENG AND CIM INTERNATIONAL GROUP INC.

REASONS AND DECISION (Subsection 127(1) of the Securities Act, RSO 1990, c S.5)

Adjudicators:

Cathy Singer (chair of the panel)

Sandra Blake

Russell Juriansz

 

Hearing:

By videoconference, September 14, 15, 16, 19, 20 and 21, 2022; final written submissions received November 8, 2022

 

Appearances:

Adam Gotfried

For Staff of the Ontario Securities Commission

Rikin Morzaria

 

Rohit Kumar

For Jiubin Feng and CIM International Group Inc.

Tina Kaye

REASONS AND DECISION

1. OVERVIEW

[1] These are our reasons for finding that the respondents, CIM International Group Inc. (CIM) and Jiubin Feng, breached the Securities Act{1} (the Act) by perpetrating a securities fraud. The respondents raised funds from investors to be used exclusively to develop a specific real estate project, but then misapplied investor funds for purposes other than what was disclosed in the offering documents which ultimately caused investors to suffer significant losses.

[2] Between December 2017 and November 2018 (the Material Time), CIM was a public Ontario corporation involved in the development of several real estate projects. Feng was its principal directing mind. In 2018, CIM raised $10 million by issuing secured debentures. The CIM board of directors' resolution authorizing the offering, the offering documents and subscription agreements provided to investors, and the in-person representations, all stipulated that CIM would use the net proceeds of the offering to finance a specific real estate project.

[3] We find that a significant portion of the net proceeds was not used to develop the stipulated real estate project but was instead directed back to CIM by unsecured loans or invested in or loaned to other real estate projects controlled by Feng.

[4] We conclude that the respondents engaged in a course of conduct relating to securities that they knew perpetrated a fraud on the investors contrary to s. 126.1(1)(b) of the Act.

2. BACKGROUND

[5] Feng is a real estate developer who became the CEO and Chairman of CIM's board of directors in 2016 through the reverse takeover (RTO) of a small mining company listed on the TSX Venture Exchange.

[6] Feng had immigrated to Canada from China with a PhD in structural engineering. Prior to coming to Canada, Feng worked in real estate development but had no experience operating a public company. As CEO and Chairman of CIM, Feng shifted the business of CIM from mining to real estate development. Following the RTO, CIM's only significant business activity was making investments in or loans to real estate projects controlled by Feng.

[7] In Autumn 2017, CIM embarked on a proposed secured bond offering (the Proposed Offering). CIM announced the Proposed Offering by press release dated December 6, 2017, with the first $10 million of proceeds to be loaned to Bayview Creek (CIM) LP (Bayview Creek LP), a real estate project controlled by Feng, to finance the development of townhouses at 10747 Bayview Avenue in Richmond Hill, Ontario (the Bayview Creek Project). Feng and other CIM representatives started meeting with potential investors commencing in December 2017. The Proposed Offering did not proceed once CIM was advised in January 2018 that Bayview Creek LP could not obtain the required consent for the second mortgage that was to secure the loan under the Proposed Offering.

[8] On February 1, 2018, CIM's board of directors approved moving ahead with a new debt financing with a revised security package. Rather than a second mortgage, the loan from CIM to Bayview Creek LP would be secured by a negative pledge, covenant and undertaking (that would register a second mortgage on a triggering event) (the Proceeds Loan). CIM's board of directors then also approved the issuance of secured debentures in order to raise funds for the Bayview Creek Project. The debentures were secured by units of another Feng controlled project owned by CIM.

[9] Between February 6 and August 2, 2018, CIM raised $10 million through the sale of three-year secured debentures, paying 13.5% interest per year semi-annually (the Offering), to 36 investors in Ontario, Hong Kong and the United Kingdom.

[10] Offering documents for the CIM debentures and all but one of the subscription agreements completed by CIM investors stipulated that CIM would use the net proceeds to make the Proceeds Loan to Bayview Creek LP to finance the Bayview Creek Project.

[11] CIM made the Proceeds Loan to Bayview Creek LP in tranches between February 7 and August 8, 2018. Bayview Creek LP delivered seven debentures to CIM to record each tranche of the Proceeds Loan. Each Bayview Creek debenture provided that the principal bore interest at an annual rate of 20%, payable semi-annually.

[12] Between February 7 and November 14, 2018, approximately $3.39 million of the Proceeds Loan was used for non-Bayview Creek expenses, which included unsecured loans from Bayview Creek LP back to CIM and investments in or unsecured loans to other real estate projects controlled by Feng.

[13] CIM had originally borrowed funds from Bayview Creek LP shortly after the RTO was completed in 2016 and continued to borrow funds from Bayview Creek LP in 2017 and 2018, including the Proceeds Loan. By June 30, 2019, CIM's debt to Bayview Creek LP was nearly as large as Bayview Creek LP's debt to CIM under the Proceeds Loan, and Feng caused CIM and Bayview Creek LP to offset their indebtedness to each other. This offset of debts reduced Bayview Creek LP's interest obligations to CIM.

[14] CIM was unable to pay interest to investors without the interest payments from Bayview Creek LP on the Proceeds Loan. CIM defaulted on interest payments owing to investors commencing on December 16, 2019. In 2019, the units held by CIM in another Feng controlled entity that were provided as security for the CIM debentures were valued at $1 due to a lawsuit. Also in 2019, a second mortgage was registered on the Bayview Creek property to secure a loan made by Feng on behalf of Bayview Creek LP, contrary to the series of pledges and covenants made by Bayview Creek LP for the Proceeds Loan.

3. PRELIMINARY MATTER -- RESPONDENTS' REQUEST TO ADJOURN THE MERITS HEARING

[15] On the eve of the start of the merits hearing, the panel received a written request from the respondents to adjourn the merits hearing so the parties may discuss the possibility of settlement. The respondents indicated that a two-to-three-week adjournment was necessary in order to have meaningful discussions.

[16] Staff of the Ontario Securities Commission (Staff) opposed the adjournment, citing Rule 29(1) of the Tribunal's Rules of Procedure and Forms, which states that every merits hearing shall proceed on the scheduled date unless a party satisfies the panel that there are exceptional circumstances requiring an adjournment.

[17] Staff advised it did not believe there was a reasonable prospect of settlement in this case and submitted that a respondent's bare hope that the matter may settle does not constitute exceptional circumstances.

[18] The standard set out in Rule 29(1) is a high one that reflects the important objective set out in Rule 1 that Tribunal proceedings be conducted in a "just, expeditious, and cost-effective manner".

[19] We were not persuaded that there were any exceptional circumstances warranting an adjournment, as there was not a reasonable prospect of settlement, the respondents were prepared to proceed with the merits hearing, and there would be significant delay should the merits hearing need to be re-scheduled.

[20] We dismissed the respondents' request and proceeded with the merits hearing as scheduled.

4. EVIDENCE

[21] Staff called three witnesses at the merits hearing: Louisa Fiorini, a Senior Investigator in the Enforcement Branch of the Commission, RP, who as the former President and director of CIM was one of its directing minds between May 2017 and March 2018, and an investor (JH). The respondents called Feng as their only witness.

4.1 Credibility and reliability of witnesses

[22] In assessing the credibility and reliability of witnesses, the Tribunal has accepted the guidance that "the most satisfactory judicial test of truth lies in its harmony or lack of harmony with the preponderance of probabilities disclosed by the facts and circumstances in the conditions of the particular case."{2}

[23] We may accept some, all or none of a witness's evidence and we may find the evidence of a witness credible in some respects but not in others.

[24] We find Staff's Senior Investigator to be a credible witness and we accept her evidence. The investigator introduced the findings of Staff's investigation and introduced documents obtained and the financial analysis conducted by Staff. We are able to assess and determine the import of the documents introduced and to accept, reject or modify the financial analysis conducted by Staff as necessary.

[25] We also find Staff's remaining two witnesses, RP and JH, to be credible and reliable.

[26] RP was a director and the president of CIM from approximately May 2017 (when he was hired by Feng) until his resignation in March 2018 and was previously registered with the Commission when he worked for an investment advisor in the early 2000s. RP remained a director of CIM after his resignation as president until the summer of 2018. During the merits hearing, RP demonstrated a clear understanding of his obligations as a witness. Where there may have been some inconsistencies during aspects of his testimony, they were inconsequential, and did not undermine our overall assessment of RP's credibility. RP's evidence was generally consistent and supported by documentary evidence and the larger circumstances of the case.

[27] JH was a Hong Kong investor in CIM who invested $1 million in CIM debentures. JH advised that her sister invested $3 million in CIM debentures. JH studied economics, worked in banking, owned an insurance brokerage and a restaurant and indicated she had some knowledge of securities. She was introduced to CIM by her accountant. JH's testimony was largely related to what she had been told by Feng in early 2018 in a few different settings related to her proposed investment in the Bayview Creek Project. JH also acted as a referral agent and earned $200,000 in referral fees by referring multiple investors to CIM -- a fact that we find has no bearing on the reliability of her testimony.

[28] We consider JH's credibility together with Feng's as their respective testimonies stand in stark contradiction.

[29] We find JH's testimony to be credible and Feng's testimony to suffer from a range of deficiencies. While at times JH was unable to remember some specific details of her interactions with Feng, we do not find this to be unusual, and her recollection of substantive matters discussed with Feng appeared to us to be strong. Feng's testimony, on the other hand, was inconsistent with earlier statements he had made to Staff in material aspects, inconsistent with RP's testimony in important respects, and his main assertions do not accord with reasonable likelihood. His assertion that the transcripts of his earlier interviews with Staff were inaccurate also damages his credibility.

[30] We note in our analysis below where inconsistencies in witness testimony require a credibility finding on our part.

4. ANALYSIS

4.1 Introduction

[31] One of the main purposes of the Act, as stated in s. 1.1, is to protect investors from unfair, improper or fraudulent practices.

[32] In this case, Staff alleges that the respondents committed securities fraud after raising $10 million through the sale of debentures to 36 investors in Ontario, Hong Kong and the United Kingdom. Staff alleges that the respondents represented to investors that their investments would be loaned to Bayview Creek LP and used to finance the Bayview Creek Project but ended up diverting approximately $3.39 million of the Proceeds Loan back to CIM or to other Feng controlled projects without the investors' knowledge or approval. Staff further alleges that Feng as a directing mind of CIM authorized, permitted or acquiesced in CIM's fraudulent conduct and that the respondents engaged in an activity that was contrary to the public interest.

[33] The following questions are before us:

a. Did the respondents directly or indirectly breach s. 126.1(1)(b) of the Act by engaging or participating in acts, practices, or courses of conduct relating to securities that they knew or reasonably ought to have known perpetrated a fraud on persons or companies?

b. If CIM breached s. 126.1(1)(b) of the Act, is Feng deemed to have not complied with Ontario securities law pursuant to s. 129.2 because he authorized, permitted or acquiesced in the non-compliance?

c. Did the respondents engage in an activity that was contrary to the public interest?

[34] For the reasons that follow, we find that Staff has established a. above, and we find it unnecessary to consider b. and c. as a result.

5.2 Fraud

[35] Section 126.1(1)(b) of the Act provides:

A person or company shall not, directly or indirectly, engage or participate in any act, practice or course of conduct relating to securities, derivatives or the underlying interest of a derivative that the person or company knows or reasonably ought to know,

...

(b) perpetrates a fraud on any person or company.

[36] The allegation of fraud in this case is focused on the respondents' and Bayview Creek LP's use of the Proceeds Loan for purposes contrary to what CIM investors were told.

[37] The term "fraud" is not defined in the Act. The parties agree, and previous Tribunal decisions have held, that the definition in the Supreme Court of Canada's decision in R v Theroux{3} applies. Accordingly, fraud consists of the following elements:

a. the actus reus, which is an act of deceit, falsehood or some other fraudulent means, and deprivation caused by that act; and

b. the mens rea, which is subjective knowledge of the act, and subjective knowledge that the act could result in the deprivation of another.

5.2.1 Actus Reus

[38] The Tribunal has repeatedly held that an unauthorized diversion, or misuse, of investor funds is an act, practice or course of conduct that constitutes "other fraudulent means" for the purposes of a fraud analysis.{4} "Other fraudulent means" is determined objectively, by reference to "what a reasonable person would consider to be a dishonest act".{5}

[39] The "deprivation" of the actus reus element is established by proof of:

a. actual loss to the victim;

b. prejudice to the victim's economic interest; or

c. risk of prejudice to the economic interests of a victim.{6}

[40] We emphasize that a risk of prejudice, without actual loss, may be sufficient to establish deprivation.{7}

5.2.1.a The respondents told investors the proceeds would be used to develop the Bayview Creek Project

[41] The offering documents that define the terms of the Offering (i.e., CIM's board resolution, a confidential offering memorandum, term sheets and subscription agreements) state that CIM would use the money raised by the debentures to finance the Bayview Creek Project. The term sheet, which is attached to and forms part of the subscription agreement, explicitly states that "The net proceeds of [this] Offering will be used by the Corporation as a loan (the "Loan") to Bayview Creek (CIM) LP (the Bayview Creek LP) to finance the Bayview Creek real estate project located at 10747 Bayview Avenue, Richmond Hill, Ontario (the "Property")".{8} These documents were reviewed by and/or signed by Feng, the principal directing mind of CIM. In addition, CIM's marketing material relating to the Offering, including a press release and PowerPoint presentation, provided descriptions of the Bayview Creek Project and stated that the proceeds would be used to develop the project.

[42] The respondents do not contest this. In his testimony, Feng did not address the import of the language in the documentation; he merely stated what he claimed his subjective understanding was -- that he believed that he and CIM were authorized to use investor funds to make loans to or investments in other Feng-controlled real estate projects in addition to the Bayview Creek Project.

[43] There were oral representations made to investors about the use of investor funds in addition to the documentation. We heard evidence at the merits hearing that investor meetings were conducted in both English and Mandarin (Feng's native language) with interpreters present. RP testified that he told investors in the English portion of investor meetings that the money raised by investors would be used to finance the Bayview Creek Project.

[44] JH testified that, in the portion of a meeting with her conducted in Mandarin, and at dinners with her and Feng in attendance, she and her family were told, repeatedly, that their investments would go "100% to Bayview Creek". She was shown a PowerPoint presentation about CIM and its projects that stated that the proceeds would be used for the Bayview Creek Project and was told how the secured debentures would work.

[45] The respondents called no evidence contradicting the testimony of RP and JH that these oral representations were made at the investor meetings. Feng's testimony was that he did not know what investors were told as he was not present at the meetings when the Offering was discussed, other than to greet them at the door. We find that representatives from CIM, including CIM's CFO, orally represented to JH and other investors that the proceeds would be used for the Bayview Creek Project.

[46] We do not accept the respondents' submission that we should disregard the statements JH attributed to CIM's CFO because Staff did not call him as a witness at the merits hearing. The Statutory Powers Procedure Act{9} permits us to admit and consider the statements attributed to CIM's CFO and we do so, noting those statements are not necessary for our findings but provide additional support for them.

[47] Furthermore, we find that Feng made the same oral representations. We accept the testimony of JH that Feng assured her, repeatedly, that the money she was investing would be used to finance the Bayview Creek Project and reject Feng's testimony that he did not do so. JH also alerted the panel to WeChat messages between her and Feng to the same effect (though we acknowledge that these messages were not produced during the merits hearing and are of limited value). RP also testified that Feng attended nearly all meetings with potential investors and communicated with them in Mandarin.

[48] We find that CIM raised $10 million from investors through a private placement of three-year debentures with the promise to use the net proceeds to finance the Bayview Creek Project. We find, further, that Feng, along with other CIM representatives, including RP, made oral representations to investors that their investments would be used to finance the Bayview Creek Project.

5.2.1.b The money was misapplied

[49] The documentary evidence presented at the merits hearing, including bank statements, loan agreements and financial statements, show that the respondents diverted a portion of the Proceeds Loan (that had been made by CIM to Bayview Creek LP) from Bayview Creek LP (i) back to CIM, and (ii) to other real estate projects Feng controlled.

[50] Staff provided evidence that indicated that Bayview Creek LP used a portion of the Proceeds Loan (approximately $3.39 million) to:

a. make loans back to CIM;

b. make transfers to CIM Port McNicoll LP to pay project debts;

c. make loans to the Valleyview Garden Project;

d. make loans to the Victoria Harbour Golf Club Community; and

e. make loans or investments in the Hwy 7 Project.

[51] We do not intend to discuss the real estate projects above in any detail other than to confirm that they were projects controlled by Feng.

[52] Staff arrived at the $3.39 million figure by reviewing the Bayview Creek LP bank account between February 7 and November 14, 2018. November 14, 2018, was selected as the end-point of the review period as this was the first time the bank account reached a negative balance, indicating that all of the investor funds had been dispersed. By adding the bank account's opening balance at the beginning of the review period ($743,310) with other, non-Proceed Loan deposits into the account ($3,842,703.23), and then subtracting the total non-Bayview Creek expenses ($7,973,139.19), the resulting shortfall ($-3,387,125.96) represents the amount of CIM investor funds that were used to pay for non-Bayview Creek expenses.

[53] Feng does not contest that the funds from the Proceeds Loan were used for these other purposes. He submits the funds were used in a manner consistent with his understanding of their intended purposes, and in advancing that submission, he points out that the funds were used with the knowledge and approval of RP, CIM's CFO, and CIM's board of directors. In fact, Feng, in his testimony, itemized and confirmed the various amounts that were expended from the Bayview Creek bank account and said he authorized all of these amounts to go out from the Bayview Creek LP bank account to these entities.

[54] We find that approximately $3.39 million of the Proceeds Loan was diverted from the Bayview Creek Project to CIM and to other real estate projects controlled by Feng. We find that Fiorini's testimony was straightforward in this regard. Absent any evidence to the contrary, which was not adduced, any amount that left the Bayview Creek LP bank account and went to CIM or to a different real estate project is not an expense related to financing the Bayview Creek Project. We also find it illogical that if, as Feng submits, the Proceeds Loan was intended for multiple real estate projects, the Proceeds Loan would be deposited entirely to the Bayview Creek LP bank account and then parsed out to other projects. No explanation was provided for why the money was not deposited directly to the bank accounts of the other projects if that was the intention.

[55] Finally, with respect to the monetary figure provided by Staff, we reject the respondents' submission that the review period of the Bayview Creek LP bank account was flawed because the account never reached a zero balance. We see no reason to doubt Staff's calculations and as Staff submits, if necessary, we can simply subtract the balance of $1,794.63 (the amount the respondents argue was remaining in the account as of November 13, 2018) from the shortfall amount, resulting in a negligible change to the amount allegedly diverted.

5.2.1.c The misapplication caused deprivation

[56] The question in the actus reus stage of the analysis is whether the respondents caused deprivation in fact. Whether the respondents intended to cause deprivation or honestly believed deprivation would not occur is considered in the mens rea stage of the analysis.

[57] In Theroux, McLachlin J. (as she then was), writing for the majority of the court, said that the prohibited consequence of depriving another "may consist in merely placing another's property at risk".{10} She referred to Dickson J.'s (as he then was) earlier statement in R v Olan{11} that "...the element of deprivation is established by proof of detriment, prejudice, or risk of prejudice to the economic interests of the victim caused by the dishonest act".{12}

[58] Previous panels of the Tribunal have applied this principle finding that the mere creation of a financial risk to another by a dishonest act is sufficient to establish deprivation.{13}

[59] In this case, CIM was bound to use the Proceeds Loan to finance the Bayview Creek Project. CIM was not authorized to use the proceeds for other purposes. The documents setting out the terms of the Offering, CIM's marketing materials about the Offering and oral representations made to investors by CIM's directing minds clearly stated that the proceeds would be used to finance the Bayview Creek Project.

[60] There is also no doubt that a significant portion of the Proceeds Loan was misapplied. The bank statements, loan agreements and CIM's financial statements in the record show that a significant portion of the net proceeds of the Offering were used for CIM's operating expenses and to make investments in or loans to real estate projects that Feng controlled other than the Bayview Creek Project.

[61] We are satisfied that the mere diversion of funds to purposes for which they were not intended placed the investors' investments at risk and constitutes deprivation. While no more is needed, we observe that funds secured by the CIM debentures were used to extend unsecured loans, that actual losses were incurred because some loans were not repaid, that interest payments on the debentures were not made, and that the investors suffered capital losses. JH testified that she, her sister, and the other investors she referred to CIM all lost their entire investments.

[62] The respondents point to the "Risk Disclosure" section in the subscription agreements, submitting that investors were put on notice that they could lose their entire investment. This acknowledgment of risk does not apply to investments fraudulently misapplied. The investors undertook the inherent risks of investment on the basis that the funds would be invested as stipulated.

[63] We find that the respondents' misapplication of the Proceeds Loan caused deprivation. As a result, the actus reus component of the fraud test is met in this case.

5.2.2 Mens Rea

[64] The mens rea element of the fraud analysis consists of subjective knowledge that one is undertaking a prohibited act and that that act could cause deprivation by depriving another of property or could put another's property at risk.{14} The Tribunal has confirmed that a fraud allegation against a corporation is established where the corporation's directing minds knew or reasonably ought to have known that the corporation perpetrated a fraud.{15} A directing mind can be an officer, director or a person who authorized, permitted or acquiesced in the non-compliance.{16}

[65] The mens rea for fraud will be established if Feng "knowingly undertook the acts in question" and was "aware that deprivation, or the risk of deprivation, could follow as a likely consequence".{17} It is no defence for a respondent to maintain that they did not think the acts were wrong, or that they hoped that no deprivation would occur.{18}

5.2.2.a Subjective Awareness

[66] Staff submits that the evidence in this case clearly establishes that Feng was subjectively aware that:

a. he made representations to investors that CIM investor funds were to be used to finance the Bayview Creek Project; and

b. CIM investor funds were not used exclusively to finance the Bayview Creek Project contrary to the representations he made to CIM investors.

[67] During his testimony, Feng sought to portray himself as largely uninvolved in the Offering given his limited proficiency in English. He claims he trusted others involved with CIM to make sure things were done properly. Feng claimed he did not take part in meetings with investors, did not review CIM's press releases until their "final stages" and that he did not look over any marketing materials that were provided to investors. This is inconsistent with evidence provided by other witnesses in this hearing and does not accord with reasonable likelihood given Feng's involvement with CIM and its projects.

[68] We reject Feng's testimony that he believed the loans were permitted. We find that Feng reviewed documents related to the Offering, had the benefit of a Mandarin interpreter explaining them to him, and understood their contents. JH testified, and we believe, that Feng assured her that her funds would be used for the Bayview Creek Project. To say otherwise would be inconsistent with the various documents he himself signed, such as Board resolutions and offering documents. Feng was aware that the Proceeds Loan was supposed to be used to finance the Bayview Creek Project and was similarly aware the funds were then used for other purposes.

[69] Based on this evidence, we find that Feng was subjectively aware the Proceeds Loan was not used to finance the Bayview Creek Project. We also find that CIM is deemed to be subjectively aware of the fraudulent act given Feng was, during the Material Time, a directing mind of CIM and intimately involved with all its dealings.

[70] We reject outright Feng's submission that he believed the expenditures from the Bayview Creek bank account were for the benefit of Bayview Creek. We infer that the directing mind of CIM, as a sophisticated businessperson, subjectively understood that investments and loans carry an inherent risk. We find that Feng and CIM were subjectively aware that its misapplication of the net proceeds of the Offering could cause the investors deprivation by putting their property at risk for other than the stipulated purpose.

5.2.3 Conclusion

[71] For these reasons, we find that both the actus reus and mens rea components of the fraud test are clearly established against the respondents. Therefore, the respondents have breached s. 126.1(1)(b) of the Act.

5.3 Section 129.2 of the Act

[72] Section 129.2 of the Act is a "deeming" provision that attributes liability to directors and officers of a company where that company has been found to have breached Ontario securities law and Staff establishes that a director or officer "authorized, permitted or acquiesced" in the breach.

[73] Staff alleges that Feng authorized, permitted or acquiesced in CIM's non-compliance with the Act and ought to be deemed to have not complied with Ontario securities law as a result. However, having found that Feng directly contravened s. 126.1(1)(b) of the Act, we find it unnecessary to consider separately any potential liability under s. 129.2 of the Act and we decline to do so.

5.4 Conduct contrary to the public interest

[74] Finally, Staff alleges that, in addition to the contraventions of the Act outlined above, the respondents' conduct was also contrary to the public interest and harmful to the integrity of the capital markets.

[75] As the Tribunal has previously noted,{19} the words "contrary to the public interest" do not appear in the Act. In this proceeding, Staff has not identified conduct, other than the alleged contraventions of the Act, that would warrant an order under s. 127 of the Act. As such, we dismiss this additional allegation against the respondents.

6. CONCLUSION

[76] We find that Feng and CIM caused Bayview Creek LP to transfer a significant portion of the Proceeds Loan back to CIM or to other real estate projects controlled by Feng, which was contrary to the representations Feng and CIM made to CIM investors, contrary to s. 126.1(1)(b) of the Act.

[77] The parties shall contact the Registrar by 4:30 p.m. on April 5, 2023 to arrange an attendance in respect of a hearing regarding sanctions and costs. The attendance is to take place on a date that is mutually convenient, that is fixed by the Governance & Tribunal Secretariat, and that is no later than April 28, 2023.

[78] If the parties are unable to present a mutually convenient date to the Registrar, then each party may submit to the Registrar, for consideration by a panel of the Tribunal, one-page written submissions regarding a date for the attendance. Any such submissions shall be submitted by 4:30 p.m. on April 5, 2023.

[79] Dated at Toronto this 15th day of March, 2023

"Cathy Singer"
 
"Sandra Blake"
 
"Russell Juriansz"

{1} RSO 1990, c S.5

{2} Springer v Aird & Berlis LLP, 2009 CanLII 15661 at para 14

{3} [1993] 2 SCR 5 (Theroux)

{4} First Global Data Ltd (Re), 2022 ONCMT 25 (FGD) at paras 360-361

{5} Theroux at p 14

{6} Theroux at p 13-14

{7} Theroux at p 14

{8} Exhibit 1, Affidavit of Louisa Fiorini affirmed August 4, 2022, at para 69

{9} RSO 1990, c S.22, s 15

{10} at p 24

{11} [1978] 2 SCR 1175

{12} Theroux at p 15

{13} Quadrexx Hedge Capital Management Ltd (Re), 2017 ONSEC 3 at para 21

{14} Theroux at p 21

{15} FGD at para 347

{16} Al-Tar Energy Corp (Re), 2010 ONSEC 11 at para 320

{17} Theroux at p 22

{18} Money Gate Mortgage Investment Corporation (Re), 2019 ONSEC 40 at para 217

{19} Solar Income Fund Inc (Re), 2021 ONSEC 2 at paras 70-76

 

B. Ontario Securities Commission

Orders

UEX Corporation

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

March 8, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF UEX CORPORATION (the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, and Newfoundland and Labrador; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario;

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer was incorporated under the Canada Business Corporations Act (the CBCA);

2. prior to the Arrangement (as defined below), the Filer's head office was located at 2465 Berton Place, North Vancouver, BC, V7H 2W9;

3. the common shares in the capital of the Filer (the UEX Shares) traded on the Toronto Stock Exchange (the TSX) under the symbol "UEX" and on the OTCQB under the symbol "UEXCF", and no other securities of the Filer were listed on any marketplace;

4. Uranium Energy Corp. (UEC) is a corporation existing under the laws of the State of Nevada, and its authorized share capital consists of 750,000,000 common shares with a par value of $0.001 per share (the UEC Shares), which are listed on the NYSE American Exchange under the symbol "UEC";

5. immediately prior to the Effective Time (as defined below), the Filer had the following issued and outstanding securities: (i) 557,585,284 UEX Shares (not inclusive of 1,017,875 UEX Shares converted from outstanding restricted share units of UEX (UEX RSUs)), (ii) stock options exercisable to purchase 25,575,000 UEX Shares (the UEX Options), (iii) common share purchase warrants to purchase 46,637,768.5 UEX Shares (the UEX Warrants), and (iv) broker warrants to purchase 5,151,489 UEX Shares (the Broker Warrants);

6. to the best of the Filer's knowledge and belief, there are (i) 52 beneficial holders of UEX Warrants, 4 of which are in Quebec, 4 of which are in Saskatchewan, 20 of which are in Ontario, 13 of which are in British Columbia, 1 of which is in Newfoundland & Labrador, 6 of which are in the United States, and 4 of which are in a foreign jurisdiction, and (ii) 6 beneficial holders of Broker Warrants, one of which is in Quebec, 3 of which are in Ontario and 2 of which are in British Columbia;

7. under the terms and conditions of an arrangement agreement dated June 13, 2022, as amended, among UEC, UEC 2022 Acquisition Corp. and the Filer, effective at 12:01 a.m. (Pacific Time) on August 19, 2022 (the Effective Time), UEC acquired all of the issued and outstanding UEX Shares by way of a statutory plan of arrangement under the CBCA (the Arrangement);

8. the notice of special meeting of holders of UEX Shares, UEX Options and UEX RSUs (the Voting UEX Securityholders) and management information circular of the Filer dated July 8, 2022 was delivered to the Voting UEX Securityholders entitled to vote at the special meeting of the Voting UEX Securityholders that took place on August 9, 2022 to consider the Arrangement;

9. under the Arrangement,

(a) UEC acquired all of the UEX Shares;

(b) all RSUs vested and were deemed to be settled and fully extinguished;

(c) all UEX Options were exchanged into replacement options to acquire UEC Shares (the Replacement Options); and

(d) all UEX Warrants and Broker Warrants holders became entitled to receive, and UEC became obligated to provide, upon exercise of such warrants, such number of UEC Shares which the holders would have been entitled to receive if the holders exercised their warrants immediately prior to the Effective Time;

10. the Filer is not required to remain a reporting issuer pursuant to the terms of the relevant warrant indentures or warrant certificates, and no consents or approvals were required from the holders of the UEX Warrants and the Broker Warrants;

11. in connection with the Arrangement, additional UEC Shares were authorized for issuance upon exercise of the Replacement Options, the UEX Warrants and the Broker Warrants;

12. the UEX Shares were delisted from the TSX effective at the close of business on August 24, 2022;

13. UEC is a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador, and as such, UEC is subject to continuous disclosure requirements which is relevant to holders of UEX Warrants, Broker Warrants and UEX Options as such holders are entitled to receive UEC Shares upon exercise of such securities;

14. UEC is not in default of securities legislation in any jurisdiction;

15. the Filer is no longer an OTC issuer as that term is defined under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

16. the Filer has no intention to seek public financing by way of an offering of securities;

17. no securities of the Filer, including any debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

18. the Filer is applying for an order that it has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer;

19. the Filer has not filed its interim financial statements and related management's discussion and analysis for the three and nine months ended September 30, 2022, and with the exception of the foregoing, the Filer is not in default of securities legislation in any jurisdiction;

20. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because the securities of the Filer, namely the UEX Warrants and Broker Warrants, are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; and

21. upon the granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada.

Order

¶ 4 Each of the Decision Markers is satisfied that the order meets the test set out in the Legislation for the Decision Marker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Noreen Bent"
Chief, CF Legal Services
Corporate Finance
British Columbia Securities Commission

 

Southern Pacific Resource Corp. -- s. 144

Headnote

Section 144 -- Application for revocation of cease trade order -- issuer subject to cease trade order as a result of failure to file financial statements -- issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer -- full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C. S.5, AS AMENDED (the Act) AND IN THE MATTER OF SOUTHERN PACIFIC RESOURCE CORP.

ORDER (Section 144 of the Act)

WHEREAS the securities of Southern Pacific Resource Corp. (the Filer) were subject to a temporary cease trade order dated February 26, 2015 and a further cease trade order dated March 9, 2015 as varied on July 17, 2015 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act (the Cease Trade Order) issued by the Ontario Securities Commission (the Commission) directing that trading in the securities of the Filer cease until further ordered by the Director;

AND WHEREAS the Cease Trade Order was made on the basis that the Filer was in default of certain filing requirements under Ontario securities laws as described in the Cease Trade Order;

AND WHEREAS cease trade orders were issued by the Alberta Securities Commission (the ASC) on February 20, 2015 as varied on January 12, 2016, by the Manitoba Securities Commission (the MSC) on February 23, 2015 and by the British Columbia Securities Commission (the BCSC) on June 8, 2015 (collectively, the Foreign Cease Trade Orders);

AND WHEREAS the Filer has applied to the Commission for an order pursuant to section 144 of the Act for a full revocation of the Cease Trade Order (the Application);

AND WHEREAS the Filer has represented to the Commission that:

1. The Filer is a corporation existing under the Business Corporations Act (Alberta).

2. The authorized capital of the Filer consists of an unlimited number of common shares without nominal or par value, an unlimited number of Class A common shares without nominal or par value and an unlimited number of preferred shares without nominal or par value.

3. The head office of the Filer is in Calgary, Alberta.

4. The Filer is a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island (the Jurisdictions).

5. The Cease Trade Order and Foreign Cease Trade Orders were issued due to the failure of the Filer to file interim financial statements, interim management's discussion and analysis and certification of interim filings for the period ended December 31, 2014 (the Interim Filing Default) within the time period prescribed by securities regulation. Subsequent to the Interim Filing Default, the Filer has not filed all of the continuous disclosure documents that it is required to be filed.

6. On January 15, 2015, the Filer and its affiliates, Southern Pacific Energy Ltd., 1614789 Alberta Ltd., 1717712 Alberta Ltd. and Southern Pacific Resource Partnership initiated proceedings under the Companies' Creditors Arrangement Act (Canada).

7. On May 13, 2022, an approval and reverse vesting order was confirmed by the Court of Queen's Bench of Alberta, Judicial District of Calgary. The order approved a subscription agreement (the Subscription Agreement) among the Filer, 2436544 Alberta Ltd. (ResidualCo) and five individual purchasers (collectively, the Purchasers), the sale transaction contemplated by the Subscription Agreement and the associated reorganization transactions contemplated in Schedule "B" to the Subscription Agreement.

8. Pursuant to the Subscription Agreement, on June 16, 2022 all outstanding debentures of the Filer were transferred to and assumed by ResidualCo and are no longer an obligation of the Filer.

9. Also pursuant to the Subscription Agreement, on June 16, 2022 all common share holders of the Filer had their shares redeemed for a nominal amount and the Purchasers subscribed for Class A Common Shares of the Filer, such that the Purchasers are the only security holders of the Filer.

10. The common shares and debentures of the Filer were delisted from the Toronto Stock Exchange at the close of trading on February 27, 2015, and no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.

11. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

12. The Filer's outstanding securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each jurisdiction of Canada and by fewer than 51 securityholders in total worldwide.

13. The Filer's securities are not traded in Canada or another country on a marketplace or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

14. The Filer has no intention to seek public financing by way of an offering of securities in Canada or elsewhere or to make or maintain a market of securities of the Filer.

15. The Filer has concurrently applied to the ASC, MSC and BCSC for orders for revocation of the Foreign Cease Trade Orders.

16. On December 8, 2022, the Filer applied for, and expects to be granted concurrently with this full revocation order, a decision that the Filer has ceased to be a reporting issuer in the Jurisdictions. If that decision is granted, the Filer will not be a reporting issuer in any jurisdiction in Canada.

17. The Filer is not in default of the requirements of securities legislation of the Jurisdictions except for:

(a) its failure to file the required continuous disclosure, and

(b) in initiating proceedings under the Companies and Creditors Arrangement Act (Canada) and effecting the transaction contemplated by the Subscription Agreement, the Filer may have engaged in certain acts in furtherance of trades in the securities of the Filer, which may be in violation of the requirements of the Cease Trade Order.

18. The Filer acknowledges, in granting the relief sought, the Commission is not expressing any opinion or approval as to the terms of the Subscription Agreement.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest to revoke the Cease Trade Order;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked as of the date on which the Filer ceases to be a reporting issuer under the securities legislation of the Jurisdictions.

DATED this 14th day of March, 2023

"David Surat"
Manager (Acting), Corporate Finance
Ontario Securities Commission
 
OSC File #: 2022/0556

 

Resolute Forest Products Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- The issuer ceased to be a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act (Québec), CQLR, c. V-1, s. 69.

[TRANSLATION]

March 15, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF RESOLUTE FOREST PRODUCTS INC. (the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

a) the Autorité des marchés financiers is the principal regulator for this application,

b) the Filer has provided notice that subsection 4C.5(1) of Regulation 11-102 respecting Passport System (Regulation 11-102) is intended to be relied upon , and

c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, Regulation 11-102 and, in Québec, in Regulation 14-501Q on definitions have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1. the Filer is not an OTC reporting issuer under Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets;

2. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

3. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

4. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

5. the Filer is not in default of securities legislation in any jurisdiction.

Order

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Marie-Claude Brunet-Ladrie"
Directrice de la surveillance des émetteurs et initiés
Autorité des marchés financiers
 
OSC File #: 2023/0080

 

Reasons and Decisions

Brookfield Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

February 14, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF BROOKFIELD CORPORATION (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting the Filer from the requirement in item 11.1(1)(7) of Form 44-101F1 Short Form Prospectus (Form 44-101F1) to incorporate by reference in any short form prospectus of the Filer, including any prospectus that is a base shelf prospectus pursuant to National Instrument 44-102 Shelf Distributions (NI 44-102) and any supplement thereto (each, a Prospectus), the Excluded Sections (as defined below) of the Circular (as defined below) as they are no longer material, relevant, or applicable to the Filer, its securityholders or potential purchasers of the Filer's securities (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each province and territory of Canada, other than Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 and have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation existing and in good standing under the Business Corporations Act (Ontario). The Filer's registered and head office is located at Suite 100, Brookfield Place, 181 Bay Street, Toronto, Ontario M5J 2T3.

2. The Filer is a reporting issuer in all of the provinces and territories of Canada and is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.

3. The class A limited voting shares of the Filer are listed on the New York Stock Exchange and on the Toronto Stock Exchange, each under the symbol "BN".

4. The Filer satisfies the basic qualification criteria as set out in section 2.2 of National Instrument 44-101 Short Form Prospectus Distribution (NI 44-101) and, as a result, is qualified to file short form prospectus that is a base shelf prospectus under section 2.2 of NI 44-102.

5. The Filer has a current annual information form and current annual financial statements (each as defined in section 1.1 of NI 44-101).

6. The Filer has filed (or has been deemed to have filed) the notice required by section 2.8 of NI 44-101 and such notice has not been withdrawn.

7. As of the date hereof, the Filer has two effective short form prospectuses that are base shelf prospectuses:

a. the short form base shelf prospectus of the Filer dated September 16, 2022 qualifying the issuance and sale of US$3.5 billion aggregate principal amount of debt securities, class A preference shares, and class A limited voting shares of the Filer and debt securities of Brookfield Finance Inc., Brookfield Finance II Inc., Brookfield Capital Finance LLC, Brookfield Finance (Australia) Pty Ltd, Brookfield Finance I (UK) PLC and preferred shares of Brookfield Finance II LLC; and

b. the short form base shelf prospectus of the Filer dated July 30, 2021 qualifying the issuance and sale of US$1 billion of class A exchangeable limited voting shares of Brookfield Asset Management Reinsurance Partners Ltd. and class A limited voting shares of the Filer (issuable or deliverable upon exchange, redemption or acquisition of class A exchangeable limited voting shares).

8. On October 6, 2022, the Filer filed on the System for Electronic Document Analysis and Retrieval a management information circular dated September 30, 2022 (the Circular) in respect of a plan of arrangement (the Arrangement) pursuant to which: (i) shareholders (the Existing Shareholders) of the Filer (at such time, known as Brookfield Asset Management Inc.) would receive shares of Brookfield Asset Management Ltd. (the Manager), while retaining their shares of the Filer; and (ii) the Manager would acquire a 25% interest in Brookfield Asset Management ULC (the Asset Management Company). The Filer would retain the remaining 75% interest in the Asset Management Company.

9. On November 9, 2022, the Filer held a special meeting of shareholders at which the shareholders of the Filer approved the Arrangement.

10. On December 9, 2022, the Filer completed the Arrangement. Prior to closing of the Arrangement, the Manager did not carry on an active business and had not issued any shares. Immediately following the Arrangement, the Existing Shareholders owned 100% of both the Filer and the Manager, which became a publicly-traded reporting issuer in all jurisdictions in Canada.

11. Subject to Item 11.1(3) of Form 44-101F1, Item 11.1(1)(7) of Form 44-101F1 requires the Filer to incorporate by reference in any Prospectus of the Filer any information circular filed by the Filer under Part 9 of National Instrument 51-102 Continuous Disclosure Obligations since the beginning of the financial year in respect of which the Filer's current AIF is filed. Item 11.1(3) of Form 44-101F1 permits, among other things, the Filer to exclude from any Prospectus an opinion contained in an information circular prepared in connection with a special meeting of securityholders if the opinion was prepared in respect of a specific transaction contemplated in the information circular, unrelated to the distribution of securities under the Prospectus, and the transaction has been completed. Accordingly, other than as permitted under 11.1(3) to exclude certain portions of the Circular, the Filer is required to incorporate by reference in any such Prospectus of the Filer the entire Circular from the date hereof until the Filer files an annual information form in respect of its financial year ended December 31, 2023.

12. Other than pursuant to the Exemption Sought, any Prospectus prepared by the Filer will comply with the applicable requirements of NI 44-101, NI 44-102 and Form 44-101F1, as applicable.

13. The Excluded Sections of the Circular are:

a. "Information Concerning the Manager Post-Arrangement" starting on page 59 of the Circular;

b. "Other Matters to be Acted Upon" starting on page 66 of the Circular;

c. "Legal Matters" at page 92 of the Circular;

d. "Consents" at page 93 of the Circular;

e. "Appendix E -- Information Concerning the Manager Post-Arrangement";

f. "Appendix F -- Consolidated Financial Statements of Brookfield Asset Management Ltd.";

g. "Appendix G -- Combined Consolidated Carve-Out Financial Statements of Brookfield Asset Management ULC"; and

h. "Appendix H -- Unaudited Condensed Combined Carve-Out Financial Statements of Brookfield Asset Management ULC".

14. Since the Arrangement has now been completed and the Manager's shares have been distributed, the information in the Excluded Sections that relates to the Manager is no longer relevant to potential purchasers of the Filer's securities.

15. Both before and after the completion of the Arrangement, the results and financial position of the Asset Management Company are, and will be, consolidated by the Filer. As a result, the outdated, standalone financial information of the Asset Management Company contained in Appendix G and Appendix H of the Circular is neither material to investors in the Filer's securities, nor necessary for the Filer to fulfill its obligation to provide full, true, and plain disclosure.

16. The Arrangement's impact on the Filer's financial position is the movement of the net book value of the Manager's 25% interest in the Asset Management Company from the Filer's common equity to non-controlling interests. This change is immaterial in the context of the Filer's financial statements.

17. In addition, to the extent that the information in the Excluded Sections relates to the Asset Management Company, the information contained in the Excluded Sections is now outdated and superseded since the financial information relating to the Asset Management Company was as of June 30, 2022 and the Filer has now released its third quarter financial statements.

18. If portions of the Circular that name Canadian counsel and U.S. counsel will be incorporated by reference into a Prospectus, the Filer will file their written consents if required by and in accordance with paragraph 4.2(a)(vii) of NI 44-101 or subsection 7.2(2) of NI 44-102.

19. As such, incorporating by reference the Excluded Sections in a Prospectus is of no benefit to the Filer's securityholders or potential purchasers of the Filer's securities.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) at the time of filing any Prospectus, the Filer satisfies the basic qualification criteria as set out in section 2.2 of NI 44-101;

(b) the Filer complies with all of the other applicable requirements of NI 44-101, NI 44-102 and Form 44-101F1, in respect of any Prospectus of the Filer (except as varied by this decision); and

(c) the Filer discloses in each Prospectus that it has obtained exemptive relief from the requirement to incorporate by reference in such Prospectus the Excluded Sections of the Circular, and includes a statement identifying the decision and explaining how a copy of this decision can be obtained.

"Erin O'Donovan"
Manager, Corporate Finance
Ontario Securities Commission
 
OSC File #: 2022/0584

 

Fédération des caisses Desjardins du Québec

Headnote

Process for Exemptive Relief Applications in Multiple Jurisdictions -- Fédération des caisses Desjardins du Québec -- relief from the requirements under a) National Instrument 51-102 to file its annual and interim financial statements and accompanying annual and interim management's discussion and analysis on the condition that it files annual and interim financial statements and accompanying management's discussion and analysis of Desjardins Group; b) National Instrument 52-109 in respect of filing of the chief executive officer and chief financial officer certificates that the Filer has to file as it currently prepares its own annual and interim financial statements and accompanying management discussion and analysis; c) National Instrument 44-101 to have, in at least one jurisdiction in which it is a reporting issuer, current annual financial statements, in order to meet one of the qualification criteria for use of the short form prospectus regime under National Instrument 44-101; and d) National Instrument 44-102 to have, in at least one jurisdiction in which it is a reporting issuer, current annual financial statements, in order to meet one of the qualification criteria for use of the shelf prospectus regime under National Instrument 44-102.

Applicable Legislative Provisions

National Instrument 51-102, Parts 4, 5, 8.

National Instrument 52-109, ss. 4.2 and 5.2.

National Instrument 44-101, Part 2.

National Instrument 44-102, Part 2.

April 23, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the "Jurisdictions") AND THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC (the "Filer")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Makers") has received an application (the "Application") from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") for the following relief (the "Exemption Sought"):

(a) the requirements set forth in Parts 4 and 5 of Regulation 51-102 respecting Continuous Disclosure Obligations, c. V-1.1, r. 24 ("Regulation 51-102") relating to the filing, on a stand-alone basis, of annual and interim financial statements (the "Filer Financial Statements"), along with the accompanying annual or interim management's discussion and analysis (the "Filer MD&As");

(b) the requirements of Part 8 of Regulation 51-102 to (a) determine whether an acquisition or probable acquisition is a significant acquisition with reference to the Filer Financial Statements, and (b) present historical and pro forma financial statements in a business acquisition report using the Filer Financial Statements;

(c) the requirements of sections 4.2 and 5.2 of Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings, c. V-1.1, r. 27 ("Regulation 52-109") in respect of filing of the chief executive officer and chief financial officer certificates that the Filer has to file as it currently prepares Filer Financial Statements and Filer MD&As;

(d) the requirements of Part 2 of Regulation 44-101 respecting Short Form Prospectus Distributions, c. V-1.1, r. 16 ("Regulation 44-101") for the Filer to have, in at least one jurisdiction in which it is a reporting issuer, current annual financial statements, in order to meet one of the qualification criteria for use of the short form prospectus regime under Regulation 44-101; and

(e) the requirements of Part 2 of Regulation 44-102 respecting Shelf Distributions, c. V-1.1, r. 17 ("Regulation 44-102") which, by reference to the requirements of NI 44-101, require the Filer to have, in at least one jurisdiction in which it is a reporting issuer, current annual financial statements, in order to meet one of the qualification criteria for use of the shelf prospectus regime under Regulation 44-102.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for the Application (the "Principal Regulator" or the "AMF");

(b) the Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting the Passport System, c. V-1.1, r. 1 ("Regulation 11-102") is intended to be relied upon in British Colombia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and

(c) the decision is the decision of the Principal Regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, c. V-1.1, r. 3 and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.

"stand-alone basis" refers to the filing of the Filer Financial Statements, Filer MD&As and other financial information of the Filer only. The Filer Financial Statements currently present the financial position, financial performance and cash flows of the Filer and its subsidiaries on a consolidated basis, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS").

"Canadian Securities Laws" means the securities legislation applicable in each of the provinces of Canada, and the rules, regulations and national, multi-jurisdictional or local instruments, policy statements, published policies, notices, blanket rulings and orders of the Canadian securities regulatory authorities, and all discretionary rulings and orders applicable to the Filer granted by one or more of the Canadian securities regulatory authorities from time to time.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a federation of financial services cooperatives amalgamated under the Act respecting financial services cooperatives (Québec), c. 67.3 (the "Cooperatives Act").

2. The Filer's head office is located in the province of Québec.

3. The Filer is a reporting issuer in all of the provinces of Canada and is not in default of securities legislation in any of those jurisdictions.

4. The mission of the Filer is to, among other things, (i) protect the interests of the Desjardins credit unions, including the Caisse Desjardins Ontario Credit Union Inc. (collectively, the "Desjardins Caisses"), (ii) act as a control and supervisory body over the Desjardins Caisses, (iii) see to the orderly development of the financial services cooperatives' network, (iv) define common objectives for, and look after the risk management of, the Desjardins Group (as defined below), and coordinate its activities, and (v) see to the financial health of the Groupe coopératif Desjardins (as defined below) and its sustainability. The Filer also provides the Desjardins Caisses with a variety of services, including certain technical, financial and administrative services.

5. As at December 31, 2020, there were 219 member Desjardins Caisses.

6. The Filer's outstanding share capital is composed of various classes of capital shares, all of which are owned or controlled by members and auxiliary members of the Filer or of the Desjardins Caisses.

7. The financial group to which the Filer belongs is called the "Desjardins Group". For the purpose of this decision, the Desjardins Group is comprised of the Filer and its subsidiaries, the Desjardins Caisses in Québec (the "Québec Caisses"), the Fonds de sécurité Desjardins and the Caisse Desjardins Ontario Credit Union Inc. (the "Ontario Caisse"). The Desjardins Group is not a single legal entity nor a reporting issuer.

8. Founded in 1900, the Desjardins Group is the largest financial cooperative group in North America, with assets of $362.0 billion as at December 31, 2020. The Desjardins Group employs more than 48,900 employees.

9. In June 2013, the Principal Regulator determined that the Desjardins Group met the criteria to be designated a domestic systemically important financial institution, which subjects the Desjardins Group to additional capital requirements as well as enhanced supervision and disclosure requirements, much like those of Canadian banks that are declared to be domestic systemically important banks by the Office of the Superintendent of Financial Institutions.

10. The cooperative group to which the Filer belongs, including for purposes of the Cooperatives Act, is called the "Groupe coopératif Desjardins". The Groupe coopératif Desjardins is comprised of the Filer, the Québec Caisses and the Fonds de sécurité Desjardins. For the purpose of this decision, Groupe coopératif Desjardins includes the subsidiaries of the Filer.

11. The Groupe coopératif Desjardins is not a single legal entity nor a reporting issuer. The Groupe coopératif Desjardins is the cooperative group of the Desjardins network in Québec.

12. The delineation of the Groupe coopératif Desjardins results from the jurisdictional reach of the Cooperatives Act, which in concept cannot encompass unconsolidated financial services cooperatives outside of Québec. Accordingly, the Ontario Caisse does not form part of the Groupe coopératif Desjardins.

13. While the Ontario Caisse is not part of the Groupe coopératif Desjardins, it is a Filer «participating auxiliary member" within the Desjardins Group. As such, the Ontario Caisse is required to implement, and has implemented, all necessary actions to benefit from the same rights and comply with the same obligations as the Québec Caisses (subject to the requirements as set out in applicable Ontario laws), as provided for in agreements entered into between the Filer and the Ontario Caisse.

14. The amount dedicated to member dividend payments of the Desjardins Caisses is proportionate to the level of surplus earnings of the Desjardins Group. Therefore, it takes into consideration the performance of the Desjardins Group as a whole.

15. The Ontario Caisse is the only entity outside the scope of the Groupe coopératif Desjardins that is combined in the Group Financial Statements.

16. The Financial Services Regulatory Authority of Ontario ("FSRA") regulates the Ontario Caisse in accordance with the framework applicable to credit unions and caisses populaires subject to Ontario laws. Such regulatory framework includes, without limitation, comprehensive requirements relating to capital adequacy, liquidity, and deposit insurance. In this respect, the Ontario Caisse relies on the Filer for capital and compliance support, and the obligations of the Ontario Caisse under the FSRA regulatory framework are monitored by the Filer in its capacity as control and supervisory body for the Desjardins Caisses.

17. The Fonds de sécurité Desjardins is part of the Desjardins Group and the Groupe coopératif Desjardins. It was created in 1980 by the Desjardins Group to reinforce the financial security of the Québec Caisses. It is an independent entity whose reserves collectively support all of the Québec Caisses. It is not a reporting issuer.

18. The Fonds de sécurité Desjardins plays an essential role in the Desjardins Group, as it (i) ensures the distribution of capital and other assets between the legal persons belonging to the Groupe coopératif Desjardins as defined in the Cooperatives Act as well as allows each such legal person to perform its obligations to its depositors and other creditors in full, correctly and without delay, and (ii) intervenes with regard to a member of the Groupe coopératif Desjardins as defined in the Cooperatives Act each time it appears necessary to do so in order to protect such member's creditors.

19. As a reporting issuer, the Filer currently reports financial information in compliance with Regulation 51-102 and Regulation 52-109 and prepares Filer Financial Statements in accordance with IFRS as required under Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards, c. V-1.1, r. 25 ("Regulation 52-107").

20. Although not a reporting issuer, the Desjardins Group has established internal controls and procedures consistent with Regulation 52-109 to, among other things, demonstrate its willingness to comply with best practices in financial governance. The Desjardins Group prepares combined financial statements in accordance with IFRS as required under Regulation 52-107 (the "Group Financial Statements"), and corresponding management's discussion and analysis (the "Group MD&As"). The Group Financial Statements and Group MD&As have been incorporated in offering materials and filed with securities regulatory authorities (including on SEDAR) in connection with offerings of debt securities completed by the Filer and other entities comprising the Desjardins Group since 2002. In practice, the Filer believes that the Group Financial Statements and Group MD&As have been for several years considered by market participants as the most relevant source of financial information in respect of the Filer.

21. The Desjardins Audit and Inspection Commission (the "AIC") is the Filer's "audit committee" as required under Regulation 52-110respecting Audit Committees, c. V-1.1, r. 28 ("Regulation 52-110"). The AIC reviews the Filer Financial Statements, Filer MD&As, Group Financial Statements and Group MD&As. It is also responsible for ensuring that management has designed and implemented an effective internal control system with respect to, among others, financial reporting, and ensures that management has set up systems to manage the principal risks that may influence the financial results of the Desjardins Caisses network and Desjardins Group. The Filer considers that the Group Financial Statements, Group MD&As and related financial information constitute financial statements of the Filer for purposes of Regulation 52-110 and the AIC exercises its review and oversight responsibilities accordingly. In addition, with respect to Desjardins Group's relations with the AMF, as prudential regulator, the AIC reviews and follows up on the inspection reports issued by the AMF and reviews the financial reports that are submitted each quarter to the AMF. The AIC is composed entirely of independent directors of the Filer.

22. The Desjardins Group is an integrated financial services group, which in and of itself is a complete, distinct economic entity. The Desjardins Group prepares combined financial statements in accordance with IFRS to present the financial position, the financial performance and the cash flows of the Desjardins Group as an economic entity. The Group Financial Statements are a combination of the accounts of the Filer and its subsidiaries, the Desjardins Caisses and the Fonds de sécurité Desjardins. The capital stock of the Desjardins Group represents the aggregate of the capital stock issued externally by the Filer and the Desjardins Caisses.

23. Given the nature of the Filer as a control and supervisory body for the Desjardins Caisses and as the "core" entity which binds the other entities within the Desjardins Group, the Filer considers that changes in its affairs and changes in the affairs of the Desjardins Group are one and the same and that a material change in the affairs of the Filer would result in a material change in the affairs of the Desjardins Group, and vice versa. As such, the Exemption Sought is not expected to alter how the Filer would continue to meet the timely disclosure and material change report requirements under Regulation 51-102. For similar reasons, the Exemption Sought is not expected to alter how the Filer would continue to meet requirements relating to the preparation of annual information forms under Regulation 51-102, and annual information forms of the Filer would continue to include extensive disclosure relating to the Desjardins Group and its various components. By nature, the Filer does not hold meetings of holders of voting securities within the meaning of Regulation 51-102 or applicable corporate law and as such does not prepare or file management information circulars.

24. The Desjardins Caisses are also required to fund the Filer through basic annual assessments for each fiscal year. Assessments may also increase the general and stabilization reserves of the Filer, to the extent deemed necessary to maintain a sound financial profile. The organizational documents to which Desjardins Caisses are subject contain the terms and conditions for the establishment and payment of basic assessments. In addition to the basic assessments which the Desjardins Caisses are bound to pay as per the organizational documents applicable to all Desjardins Caisses, the Filer may establish any such assessment it considers necessary for the pursuit of its missions. Furthermore, entities within the scope of the Groupe coopératif Desjardins, as defined in the Cooperatives Act, are bound by the Cooperatives Act to pay such assessments.

25. The Fonds de sécurité Desjardins levies and collects assessments from the Québec Caisses annually in the normal course and may pool the cost of its interventions between financial services cooperatives that are part of the Groupe coopératif Desjardins as defined in the Cooperatives Act. In addition, the Fonds de sécurité Desjardins may take (and the Filer may request the Fonds de sécurité Desjardins to take) any special intervention measures granted to it under the Cooperatives Act, including the right for the Fonds de sécurité Desjardins to determine and collect assessments from the Québec Caisses. Such caisses are bound by the Cooperatives Act to pay such assessments.

26. The Cooperatives Act also provides that the Filer, the Fonds de sécurité Desjardins and the Québec Caisses may only be wound up by amalgamating all such entities into a single legal person to be wound-up (the "Universal Liquidation Mechanism").

27. In the case of the Ontario Caisse, solidarity mechanisms are found under the organizational documents applicable to all Desjardins Caisses, which provide for assessments and other support and control provisions applicable to all Desjardins Caisses (and which pre-date the additional layer of mandatory provisions that the Cooperatives Act now provide for in respect of Québec Caisses). Such solidarity mechanisms in respect of the Ontario Caisse are also provided under agreements between the Filer and the Ontario Caisse (the "Contractual Financial Solidarity Mechanisms").

28. In addition, de facto perennial solidarity among the Ontario Caisse and the other entities comprising Desjardins Group is also achieved for reasons that are not related to the legal nature of solidarity mechanisms (the "de facto Perennial Solidarity"). The Ontario Caisse is not material to Desjardins Group from a financial or operational perspective, is dependent on the Filer and cannot reasonably be construed as an operation severable from that of the Desjardins Group. The Ontario Caisse is highly integrated within the Desjardins Group. The financial products and services offered by the Ontario Caisse are Desjardins products and services which require ongoing structuring, capital and support from the Filer and Desjardins Group. The Ontario Caisse also relies on the Filer in whole or in part for all specialized business functions. As a result, in the opinion of the Filer, it is highly unlikely that the Ontario Caisse could fail to fulfill its obligations to the Desjardins Group in respect of assessments for a prolonged period of time or otherwise evade Filer oversight and direction with respect to its operations and capital management. Furthermore, the Ontario Caisse is fully integrated within the Desjardins Group and the network of Desjardins Caisses from the perspective of the public, as the Ontario Caisse members access the same financial products and services as other members and such product and services are offered under the Desjardins brand. The failure or material default of any Desjardins Caisse, including the Ontario Caisse, could be expected to severely compromise the Desjardins Group as a whole, both reputationally and operationally. In such a case, depositor confidence could be affected, leading to significant withdrawals and increases in wholesale funding costs. As such, in the opinion of the Filer, it is highly unlikely that the Ontario Caisse could be forced into winding-up or otherwise fail as an operation, as the Filer would inevitably intervene in advance and have ample wherewithal to do so.

29. The system of assessments, together with the Universal Liquidation Mechanism, the Contractual Financial Solidarity Mechanisms and the de facto Perennial Solidarity form the basis of the financial solidarity mechanisms that are the foundation of the Desjardins Group.

30. Pursuant to the Deposit Institutions and Deposit Protection Act (the "Deposit Institutions Act"), the AMF is responsible for any resolution operations in respect of the Groupe coopératif Desjardins as defined in the Cooperatives Act. The objective of such operations is to ensure the sustainability of deposit institution activities in the event of failure and without recourse to public funds.

31. In the event of the resolution of the Filer, the Principal Regulator may exercise several powers, including those conferred upon it under section 40.50 of the Deposit Institutions Act in respect of debt securities of the Filer that are bail-in instruments (the "Bail-in Powers") (as prescribed by the Regulation respecting the classes of negotiable and transferable unsecured debts and the issuance of such debts and of shares (Québec)). Because of the jurisdictional reach of the Deposit Institutions Act, the Bail-in Powers do not formally extend to the Ontario Caisse.

32. The Filer is subject to the capital adequacy guidelines of the Principal Regulator (in its capacity as regulator of certain financial services cooperatives) (the "AMF Guidelines"), consistent with the Third Basel Accord (Basel III). For purposes of computing regulatory capital in accordance with the AMF Guidelines, the Principal Regulator looks to the Desjardins Group as a whole, using the Group Financial Statements, as opposed to the Filer Financial Statements, as the Group Financial Statements combine the accounts of, inter alios, the Desjardins Caisses, the Filer and its subsidiaries, and the Fonds de sécurité Desjardins, as required by the AMF Guidelines.

33. The Cooperatives Act and the requirements of the Principal Regulator provide that the sound and prudent management practices that must be adhered to by the financial services cooperatives belonging to the Desjardins Group must provide for the maintenance of adequate capital to ensure the financial services cooperatives' network's sustainability (as opposed to the Filer's). Furthermore, the Cooperatives Act provides that AMF may require the Filer to adopt, to the AMF's satisfaction, a compliance program, where the AMF considers that the capital of the financial services cooperatives' network is not adequate to ensure its sustainability.

34. The Filer believes that the Filer Financial Statements and Filer MD&As do not provide securityholders, creditors and depositors with an adequate picture of the financial condition, performance and cash flows of the relevant economic entity with which they engage.

35. The Filer believes that as a result of the various financial solidarity mechanisms among entities part of the Desjardins Group, securityholders, depositors and creditors of the Desjardins Group are directly or indirectly protected by the collective capitalization of the Desjardins Group and its components, as opposed to that of the Filer only. In addition, the Filer believes that the financial information, particularly on the individual capitalization of each of the entities within the Desjardins Group (including that of the Filer), does not provide securityholders, creditors and depositors with an adequate picture of the capital available to support deposits and investments.

36. The financial information most relevant and useful to securityholders, depositors and creditors of the Filer is that of the Desjardins Group, as it (i) presents the financial information of the Filer combined with that of the other entities comprised in the Desjardins Group which are required to participate in the various financial solidarity mechanisms applicable to Desjardins Group as described herein and in the Application, and (ii) faithfully represents the risks to which such persons are exposed, including as a result of the financial solidarity mechanisms applicable to the Desjardins Group.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:

(a) the Group Financial Statements and the Group MD&As be filed and delivered, as applicable, by the Filer in lieu and place of the Filer Financial Statements and Filer MD&As, in accordance with Regulation 51-102, and the Filer maintains in respect of same internal controls over financial reporting as well as disclosure controls and procedures in compliance with Regulation 52-109;

(b) the Filer uses the Group Financial Statements and the Group MD&As for all relevant purposes under applicable Canadian Securities Laws (including under Regulation 51-102, Regulation 52-109, Regulation 44-101 and Regulation 44-102);

(c) any entity outside the scope of the Groupe coopératif Desjardins included in the Group Financial Statements must be (and continue to be) subject to contractual arrangements that allow the Filer to exercise supervisory powers over such entities for the purpose of facilitating the AMF's role as prudential regulator over the entities within the scope of the Groupe coopératif Desjardins;

(d) each of the following consolidated items of any entity outside the scope of the Groupe coopératif Desjardins included in the Group Financial Statements represent, relative to the corresponding combined items of Desjardins Group, no more than 10% of such corresponding combined items of Desjardins Group, calculated using the Group Financial Statements, for the periods covered by the combined interim financial report or combined annual financial statements of Desjardins Group, as the case may be, and the applicable quarterly or annual stand-alone financial statements of the applicable entity outside the scope of the Groupe coopératif Desjardins: (i) total income; (ii) total assets; and (iii) total liabilities;

(e) the Filer provides in each Group MD&As quarterly or annual (as applicable) summary financial information regarding the total income, total assets and liabilities, total equity, net surplus earnings before member dividend and net surplus earnings after member dividend of the Ontario Caisse (together with any other entity outside the scope of the Groupe coopératif Desjardins included in the Group Financial Statements) relative to the total income, total assets and liabilities, total equity, net surplus earnings before member dividend and net surplus earnings after member dividend of Desjardins Group; and

(f) the Principal Regulator continues to recognize the Desjardins Group as a domestic systemically important financial institution under the regulatory framework applicable in the province of Québec.

"Benoît Gascon"
Directeur principal du financement des sociétés
Autorité des marchés financiers
 
OSC File #: 2021/0213

 

Énergir Inc.

Headnote

Regulation 11-102 respecting Passport System and Policy Statement 11-203 respecting Process for Exemptive Relief Applications in Multiple Jurisdictions -- Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (Regulation 52-107), s. 5.1 -- the Filer applied for relief from the requirements in section 3.2 of Regulation 52-107 that financial statements be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises to permit the Filer to prepare its financial statements in accordance with U.S. GAAP.

Applicable Legislative Provisions

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

[TRANSLATION]

DECISION No: 2023-FS-1015380

March 14, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF ÉNERGIR INC. (the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption (the Exemption Sought) from the requirements of section 3.2 of Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards, CQLR, c, V-1.1, r. 25 (Regulation 52-107) that the financial statements of the Filer: a) be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) applicable to publicly accountable enterprises; and b) disclose an unreserved statement of compliance with IFRS in the case of annual financial statements and an unreserved statement of compliance with IAS 34 in the case of an interim financial report. The Exemption Sought is similar to the exemption granted by the Decision Makers under the Legislation to the Filer on March 9, 2018 (the U.S. GAAP Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

1. The Autorité des marchés financiers is the principal regulator for this application;

2. The Filer has provided notice that subsection 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Yukon, the Northwest Territories and Nunavut (the Passport Jurisdictions);

3. The decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

The terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 52-107 have the same meaning if used in this decision, unless otherwise defined.

"Rate-regulated activities" has the meaning ascribed in the Chartered Professional Accountants of Canada Handbook (the Handbook).

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation existing under the Business Corporations Act (Québec), R.S.Q., c. S-31.1. The head office of the Filer is in Montréal, Québec.

2. The Filer is a reporting issuer in the Jurisdictions and each of the Passport Jurisdictions and is not in default of securities legislation in any jurisdiction.

3. The Filer undertakes rate-regulated activities.

4. The Filer is not a SEC issuer and therefore cannot rely on section 3.7 of Regulation 52-107 to file financial statements prepared in accordance with U.S. GAAP.

5. The Filer currently prepares its financial statements for annual and interim periods in accordance with U.S. GAAP, relying on the U.S. GAAP Relief.

6. The U.S. GAAP Relief will cease to apply to the Filer on the earliest of:

a) January 1, 2024;

b) if the Filer ceases to have activities subject to rate regulation, the first day of the Filer's financial year that commences after the Filer ceases to have activities subject to rate regulation;

c) the effective date prescribed by the International Accounting Standards Board (the IASB) for the mandatory application of a standard within IFRS specific to entities with activities subject to rate regulation.

7. Accordingly, in the absence of further relief provided by Canadian securities regulators, the Filer would become subject to Canadian GAAP no later than January 1, 2024. Canadian GAAP includes IFRS as incorporated into the Handbook.

8. In January 2021, the IASB published the Exposure Draft -- Regulatory Assets and Regulatory Liabilities, which introduces a proposed standard of accounting for regulatory assets and liabilities, applicable to entities with rate-regulated activities. The issuance by the IASB of a standard within IFRS for entities with rate-regulated activities (a Mandatory Rate-regulated Standard) would have resulted in the expiry of the U.S. GAAP Relief, giving rise to the obligation of the Filer to commence financial statement preparation and reporting in accordance with IFRS pursuant to Regulation 52-107. It is not yet known when the IASB will finalize and implement such a standard and the Filer will require sufficient time to: (a) interpret and implement such standard and transition from financial statement preparation and reporting in accordance with U.S. GAAP to IFRS; and (b) interpret and reconcile the implications on the customer rate setting process resulting from the implementation.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Makers to make the decision.

The decision of the Decision Makers under the Legislation is that:

1. The U.S. GAAP Relief is revoked;

2. The Exemption Sought is granted to the Filer in respect of the Filer's financial statements required to be filed on or after the date of this decision, provided that the Filer prepares those financial statements in accordance with U.S. GAAP; and

3. The Exemption Sought will terminate in respect of the Filer on the earliest of the following:

a) January 1, 2027;

b) if the Filer ceases to have rate-regulated activities, the first day of the Filer's financial year that commences after the Filer ceases to have rate-regulated activities; and

c) the first day of the Filer's financial year that commences on or following the later of:

i) the effective date prescribed by the IASB for a Mandatory Rate-regulated Standard; and

ii) two years after the IASB publishes the final version of a Mandatory Rate-regulated Standard.

"Benoît Gascon"
Senior Director, Corporate Finance
 
OSC File #: 2023/0047

 

CIBC Asset Management Inc. et al.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granting extensions of the lapse dates of two prospectuses to permit their incorporation into a third prospectus when it is renewed -- relief granted from subsection 5.1(4) of NI 81-101 to permit simplified prospectus of alternative mutual funds to be consolidated with simplified prospectus of mutual funds that are not alternative mutual funds.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S. 5, as am., s. 62(5).

National Instrument 81-101 Mutual Fund Prospectus Disclosure, ss. 5.1(4) and 6.1.

March 16, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF CIBC ASSET MANAGEMENT INC. (the Filer) AND CIBC ALTERNATIVE FUNDS AND CIBC FIXED INCOME FUNDS AS SET OUT IN SCHEDULE A

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the CIBC Fixed Income Funds and CIBC Alternative Funds (the Current Alternative Funds and, together with the CIBC Fixed Income Funds, the Funds and each, aFund) and any alternative mutual fund established or restructured in the future and managed by the Filer or an affiliate of the Filer (collectively with the Current Alternative Funds, the Alternative Funds) for a decision under the securities legislation of the Jurisdiction (the Legislation) that:

(a) the time limits for the renewal of each simplified prospectus and fund facts document of the Funds (each, a Current Prospectus) be extended to those time limits that would apply if the lapse date was August 26, 2023 (the Lapse Date Extension); and

(b) grants relief to the Alternative Funds from the requirement in subsection 5.1(4) of National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101) that states that a simplified prospectus for an alternative mutual fund must not be consolidated with a simplified prospectus of another mutual fund if the other mutual fund is not an alternative mutual fund (the Simplified Prospectus Consolidation and, together with the Lapse Date Extension, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (the Other Jurisdictions and together with Ontario, the Canadian Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, and National Instrument 81-102 Investment Funds (NI 81-102) have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer is a corporation incorporated under the laws of Canada and has its head office located in Toronto, Ontario.

2. The Filer is registered as follows: (i) as an investment fund manager in each of the provinces of Quebec, Ontario and Newfoundland and Labrador, (ii) as a portfolio manager in all Canadian Jurisdictions, (iii) as a commodity trading manager in Ontario and (iv) as a derivatives portfolio manager in Quebec.

3. The Filer is the trustee and investment fund manager of the Funds.

4. The Filer is also the trustee and investment fund manager of the Renaissance Investments family of funds, the Axiom Portfolios, the Renaissance Private Pools and the CIBC Fixed Income Pools as listed in Schedule A (collectively, the Other Funds), which are offered in each of the Canadian Jurisdictions under a simplified prospectus dated August 26, 2022 (the Other Funds Prospectus) and so have a lapse date of August 26, 2023.

5. Neither the Filer nor any of the Funds is in default of securities legislation in any of the Canadian Jurisdictions.

The Funds

6. Each of the Funds is an open-end mutual fund trust established under the laws of the Province of Ontario and is a reporting issuer in each of the Canadian Jurisdictions.

7. Securities of the CIBC Fixed Income Funds are currently qualified for distribution in each of the Canadian Jurisdictions under a simplified prospectus dated May 6, 2022 (the CFIF Prospectus).

8. Securities of the Current Alternative Funds are currently qualified for distribution in each of the Canadian Jurisdictions under a simplified prospectus dated June 3, 2022, as amended on November 21, 2022 (collectively, the Alternative Funds Prospectus and together with the CFIF Prospectus, the Current Prospectuses).

9. Pursuant to subsection 62(1) of the Securities Act (Ontario) (the Act), the lapse date of the CFIF Prospectus is May 6, 2023 (the CFIF Prospectus Lapse Date) and the lapse date of the Alternative Funds Prospectus is June 3, 2023 (the Alternative Funds Prospectus Lapse Date and, together with the CFIF Prospectus Lapse Date, the Current Lapse Dates). Accordingly, under subsection 62(2) of the Act, the distribution of securities of each Fund would have to cease on its respective Current Lapse Date unless: (i) the Fund files a pro forma simplified prospectus at least 30 days prior to its Current Lapse Date; (ii) the Fund files a final simplified prospectus no later than 10 days after its Current Lapse Date; and (iii) a receipt for the final simplified prospectus is obtained by a Fund within 20 days after its Current Lapse Date.

Reasons for the Lapse Date Extension

10. The Filer wishes to combine each of the CFIF Prospectus and the Alternative Fund Prospectus with the Other Funds Prospectus in order to reduce renewal, printing and related costs. Offering the Funds under the same renewal simplified prospectus as the Other Funds would facilitate the distribution of the Funds in the Canadian Jurisdictions under the same prospectus and enable the Filer to streamline disclosure across the Filer's fund platform.

11. Even though the Current Alternative Funds are alternative mutual funds, the Funds share many common operational and administrative features with each other and with the Other Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Other Funds and the Funds.

12. The Filer may make changes to the features of the Other Funds as part of the process of renewing the Other Funds Prospectus. The ability to combine the simplified prospectuses of the Funds with that of the Other Funds will ensure that the Filer can make the operational and administrative features of the Funds and the Other Funds consistent with each other, if necessary.

13. If the Lapse Date Extension is not granted, it will be necessary to renew the CFIF Prospectus and the Alternative Funds Prospectus twice within a short period of time in order to consolidate the CFIF Prospectus and the Alternative Funds Prospectus with the Other Funds Prospectus and it would be unreasonable for the Filer to incur the costs and expenses associated therewith, given investors would not be prejudiced by the Lapse Date Extension.

14. There have been no material changes in the affairs of the Funds since the date of each Fund's respective Current Prospectus, other than as described in the amendment to the Alternative Funds Prospectus. Accordingly:

(a) the CFIF Prospectus and current fund facts document(s) of each of the CIBC Fixed Income Funds represent current information regarding the CIBC Fixed Income Funds, and

(b) the Alternative Funds Prospectus and current fund facts document(s) of each of the Current Alternative Funds represent current information regarding the Current Alternative Funds.

15. Given the disclosure obligations of the Filer and the Funds, should any material change in the business, operations or affairs of any of the Funds occur, the applicable Current Prospectus and related fund facts document(s) of the impacted Fund(s) will be amended as required under the Act.

16. New investors of the Funds will receive delivery of the most recently filed fund facts document(s) of the applicable Fund(s). The Current Prospectuses of the Funds will remain available to investors upon request.

17. The Lapse Date Extension will not affect the accuracy of the information contained in the Current Prospectuses or fund facts document(s) of each of the Funds, and will therefore not be prejudicial to the public interest.

Reasons for the Simplified Prospectus Consolidation

18. The Filer wishes to combine the simplified prospectus of the Alternative Funds with the simplified prospectus of the mutual funds existing today (currently, the Other Funds Prospectus) or created in the future (i) that are reporting issuers to which NI 81-101 and NI 81-102 apply, (ii) that are not alternative mutual funds, and (iii) for which the Filer acts as the investment fund manager (the Conventional Mutual Funds), in order to reduce renewal, printing and related costs. Offering the Alternative Funds using the same simplified prospectus as the majority of the mutual funds managed by the Filer would facilitate the distribution of the Alternative Funds in the Canadian Jurisdictions under the same prospectus disclosure and enable the Filer to streamline disclosure across the Filer's fund platform.

19. Even though the Alternative Funds are, or will be, alternative mutual funds, they share, or will share, many common operational and administrative features with the Conventional Mutual Funds and combining them in the same simplified prospectus will allow investors to more easily compare the features of the Alternative Funds and the Conventional Mutual Funds.

20. Investors will continue to receive a fund facts document when purchasing securities of an Alternative Fund as required by applicable securities legislation. The form and content of the fund facts document of the Alternative Funds will not change as a result of the Simplified Prospectus Consolidation.

21. The simplified prospectus of the Alternative Funds will continue to be provided to investors, upon request, as required by applicable securities legislation.

22. National Instrument 41-101 General Prospectus Requirements (NI 41-101) does not contain a provision equivalent to subsection 5.1(4) of NI 81-101. Accordingly, an investment fund manager that manages exchange-traded funds (ETFs) is permitted to consolidate a prospectus under NI 41-101 for its ETFs that are alternative mutual funds with a prospectus for its ETFs that are conventional mutual funds. The Filer submits that there is no reason why mutual funds filing a prospectus under NI 81-101 should be treated differently from ETFs filing a prospectus under NI 41-101.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.

"Darren McKall"
Manager, Investment Funds and Structured Products Branch
Ontario Securities Commission
 
Application File #: 2023/0093

 

Schedule A

CIBC ALTERNATIVE FUNDS
CIBC Multi-Asset Absolute Return Strategy
CIBC Alternative Credit Strategy
 
CIBC FIXED INCOME FUNDS
CIBC Diversified Fixed Income Fund
CIBC Global Credit Fund
CIBC Emerging Markets Local Currency Bond Fund
 
OTHER FUNDS
 
RENAISSANCE INVESTMENTS FAMILY OF FUNDS
Renaissance Money Market Fund
Renaissance U.S. Money Market Fund
Renaissance Short-Term Income Fund
Renaissance Canadian Bond Fund
Renaissance Real Return Bond Fund
Renaissance Corporate Bond Fund
Renaissance U.S. Dollar Corporate Bond Fund
Renaissance High-Yield Bond Fund
Renaissance Floating Rate Income Fund
Renaissance Flexible Yield Fund
Renaissance Global Bond Fund
Renaissance Canadian Balanced Fund
Renaissance U.S. Dollar Diversified Income Fund
Renaissance Optimal Conservative Income Portfolio
Renaissance Optimal Income Portfolio
Renaissance Optimal Growth & Income Portfolio
Renaissance Canadian Dividend Fund
Renaissance Canadian Monthly Income Fund
Renaissance Diversified Income Fund
Renaissance High Income Fund
Renaissance Canadian Core Value Fund
Renaissance Canadian Growth Fund
Renaissance Canadian All-Cap Equity Fund
Renaissance Canadian Small-Cap Fund
Renaissance U.S. Equity Income Fund
Renaissance U.S. Equity Value Fund
Renaissance U.S. Equity Growth Fund
Renaissance U.S. Equity Growth Currency Neutral Fund
Renaissance U.S. Equity Fund
Renaissance International Dividend Fund
Renaissance International Equity Fund
Renaissance International Equity Currency Neutral Fund
Renaissance Global Markets Fund
Renaissance Optimal Global Equity Portfolio
Renaissance Global Growth Fund
Renaissance Global Growth Currency Neutral Fund
Renaissance Global Focus Fund
Renaissance Global Small-Cap Fund
Renaissance China Plus Fund
Renaissance Emerging Markets Fund
Renaissance Optimal Inflation Opportunities Portfolio
Renaissance Global Infrastructure Fund
Renaissance Global Infrastructure Currency Neutral Fund
Renaissance Global Real Estate Fund
Renaissance Global Real Estate Currency Neutral Fund
Renaissance Global Health Care Fund
Renaissance Global Science & Technology Fund
 
AXIOM PORTFOLIOS
Axiom Balanced Income Portfolio
Axiom Diversified Monthly Income Portfolio
Axiom Balanced Growth Portfolio
Axiom Long-Term Growth Portfolio
Axiom Canadian Growth Portfolio
Axiom Global Growth Portfolio
Axiom Foreign Growth Portfolio
Axiom All Equity Portfolio
 
RENAISSANCE PRIVATE POOLS
Renaissance Ultra Short-Term Income Private Pool
Renaissance Canadian Fixed Income Private Pool
Renaissance Multi-Sector Fixed Income Private Pool
Renaissance Global Bond Private Pool
Renaissance Multi-Asset Global Balanced Income Private Pool
Renaissance Multi-Asset Global Balanced Private Pool
Renaissance Equity Income Private Pool
Renaissance Canadian Equity Private Pool
Renaissance U.S. Equity Private Pool
Renaissance U.S. Equity Currency Neutral Private Pool
Renaissance International Equity Private Pool
Renaissance Global Equity Private Pool
Renaissance Emerging Markets Equity Private Pool
Renaissance Real Assets Private Pool
 
CIBC FIXED INCOME POOLS
CIBC Conservative Fixed Income Pool
CIBC Core Fixed Income Pool
CIBC Core Plus Fixed Income Pool

 

CI Investments Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from sections 6.8(1) and 6.8(2)(c) of NI 81-102 exempting an investment fund from margin deposit limits to invest in specified futures -- subject to conditions.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 6.8(1), 6.8(2)(c) and 19.1.

March 17, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF CI INVESTMENTS INC. (the Filer)

DECISION

Background

The principal regulator (Principal Regulator) in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (Legislation) on behalf of CI Auspice Broad Commodity ETF and other existing or future investment funds subject to National Instrument 81-102 Investment Funds (NI 81-102) (together with the CI Auspice Broad Commodity ETF, the Funds) to exempt the Funds from:

(a) Section 6.8(1) of NI 81-102, which restricts an investment fund from depositing portfolio assets as margin with a member of a regulated clearing agency or dealer that is a member of a self-regulatory organization that is a participating member of the Canadian Investor Protection Fund for a transaction in Canada involving certain specified derivatives in excess of 10% of the net asset value (NAV) of the investment fund at the time of deposit; and

(b) Section 6.8(2)(c) of NI 81-102, which restricts an investment fund from depositing portfolio assets as margin with a member of a regulated clearing agency or dealer for a transaction outside of Canada involving certain specified derivatives in excess of 10% of the NAV of the investment fund as at the time of deposit;

to permit each Fund to deposit as margin portfolio assets of up to 35% of the Fund's NAV as at the time of deposit with any one futures commission merchant in Canada or the United States (each a Dealer) and up to 70% of each Fund's NAV at the time of deposit with all Dealers in the aggregate, for transactions involving standardized futures, clearing corporation options, options on futures, or cleared specified derivatives (Exchange Traded Specified Derivatives) (the Requested Relief).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is to be relied upon by the Funds in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions)

Interpretation

Terms defined in NI 81-102, National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

Background Facts

The Filer

1. The Filer is a corporation amalgamated under the laws of the Province of Ontario with its head office and registered office located in Toronto, Ontario.

2. The Filer is registered as follows:

(a) as an investment fund manager under the securities legislation in Ontario, Québec and Newfoundland and Labrador;

(b) as a portfolio manager and exempt market dealer under the securities legislation of each of the Jurisdictions; and

(c) as a commodity trading counsel and commodity trading manager under the Commodity Futures Act (Ontario).

3. The Filer or an affiliate or associate of the Filer acts, or will act, as manager of each Fund.

4. The Filer is not in default of securities legislation in any of the Jurisdictions.

The Funds

5. Each Fund is or will be an alternative mutual fund established under the laws of the Province of Ontario and will be governed by the provisions of NI 81-102, subject to any relief therefrom granted by the securities regulatory authorities.

6. Securities of each Fund are or will be offered pursuant to a simplified prospectus prepared in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure or a long form prospectus prepared in accordance with NI 41-101 General Prospectus Requirements (NI 41-101).

7. Each Fund is or will be a reporting issuer in each of the Jurisdictions.

8. Securities of CI Auspice Broad Commodity ETF are offered for sale pursuant to a long form prospectus prepared in accordance with NI 41-101 dated September 19, 2022.

9. The investment objective and strategies of each Fund permit or will permit the Fund to invest in Exchange Traded Specified Derivatives.

10. The CI Auspice Broad Commodity ETF's investment objective seeks to replicate, to the extent reasonably possible and before fees and taxes, the performance of the Auspice Broad Commodity Excess Return Index (the "Index"), or any successor thereto, by investing in financial instruments, including futures contracts and derivatives, to gain exposure to the Index. The Index currently uses a quantitative methodology to track a diversified portfolio of commodity futures contracts, or components, across 3 sectors: Agriculture, Energy, and Metals.

11. Except to the extent that the Requested Relief is granted and other exemptive relief is applicable, the investment strategies of the Funds are and will be limited to the investment practices permitted by NI 81-102. The Funds may seek to use leverage.

12. The Filer is or will be authorized to establish, maintain, change and close brokerage accounts on behalf of the Funds. In order to facilitate transactions on behalf of the Funds, the Filer will establish one or more accounts (each an Account) with one or more Dealers.

13. Each Dealer in Canada (each a Canadian Dealer) is a member of the Investment Industry Regulatory Organization in Canada and is registered in the applicable Jurisdictions as a futures commission merchant or equivalent.

14. Each Dealer in the United States (each a U.S. Dealer) is regulated by the Commodity Futures Trading Commission (the CFTC) and the National Futures Association (the NFA) in the United States and is required to segregate all assets held on behalf of clients, including the Funds. Each U.S. Dealer is subject to regulatory audit and must have insurance to guard against employee fraud. Each U.S. Dealer has a net worth, determined from is most recent audited financial statements, in excess of the equivalent of C$50 million. Each U.S. Dealer has an exchange assigned to it as its designated self-regulatory organization (the DSRO). As a member of a DSRO, each U.S. Dealer must meet capital requirements, comply with the conduct rules of the CFTC, NFA and its DSRO, and participate in an arbitration process with a complainant.

15. A Dealer will require, for each Account, that portfolio assets of the Fund be deposited with the Dealer as collateral for transactions in Exchange Traded Specified Derivatives (Initial Margin). Initial Margin represents the minimum initial amount of portfolio assets that must be deposited with a Dealer to initiate trading in specified derivatives transactions or to maintain the Dealer's open position in standardized futures.

16. Levels of Initial Margin are established at a Dealer's discretion. At no time will more than 70% of the NAV of each Fund be deposited as Initial Margin with one or more Dealers in the aggregate.

17. The records of each Dealer will show that the applicable Fund is the beneficial owner of the Initial Margin, and evidence that, subject to the satisfaction of the Dealer's applicable margin requirements, the applicable Fund will have the right to the return of the portfolio assets deposited as Initial Margin with the Dealer, such assets being of the same issue as the deposited margin, including the same class and series, if applicable, and having the same current aggregate market value of the deposited margin at the time of such return.

Reasons for the Requested Relief

18. The use of Initial Margin is an essential element of investing in Exchange Traded Specified Derivatives for the Funds.

19. The Requested Relief would allow the Funds to invest in Exchange Traded Specified Derivatives more extensively with any one Dealer, which would allow the Funds to pursue their investment strategies more efficiently and flexibly.

20. Opening Accounts and transacting with multiple Dealers adds complexity and cost to the management of the Funds. Using fewer Dealers will considerably simplify the Funds' investments and operations and will reduce the cost of implementing each Fund's strategy. Using fewer Dealers also simplifies compliance and risk management, as monitoring the data, controls and policies of a smaller number of Dealers is less complex.

21. Each of the Decision Makers is satisfied that it would not be prejudicial to the public interest for the Requested Relief to be granted.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that

(a) each Fund shall only use Initial Margin such that the amount of Initial Margin held by any one Dealer on behalf of the Fund does not exceed 35% of the net assets of the Fund, taken at market value as at the time of the deposit, and

(b) each Fund shall only use Initial Margin such that the amount of Initial Margin held by Dealers in aggregate on behalf of each Fund does not exceed 70% of the NAV of each Fund as at the time of the deposit.

"Darren McKall"
Manager
Investment Funds and Structured Products Branch
Ontario Securities Commission
 
Application File #: 2022/0586
SEDAR File #: 3475473

 

AGF Investments Inc. and Highstreet Asset Management Inc.

Headnote

Under paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations a registered firm must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if the individual is registered as a dealing, advising or associate advising representative of another registered firm. The Filers are affiliated entities and have valid business reasons for the individual to be registered with both firms. The Filers have policies in place to handle potential conflicts of interest. The Filers are exempted from the prohibition.

Applicable Legislative Provisions

Multilateral Instrument 11-102 Passport System, s. 4.7.

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, ss. 4.1 and 15.1.

March 20, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF AGF INVESTMENTS INC. (AGF) AND HIGHSTREET ASSET MANAGEMENT INC. (Highstreet, and together with AGF, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for relief from the restriction in paragraph 4.1(1)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) (the Dual Registration Restriction), pursuant to section 15.1 of NI 31-103, to permit Mark Stacey (the Representative) to be registered as an advising representative of each of AGF and Highstreet (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

a) the Ontario Securities Commission (OSC) is the principal regulator for this application; and

b) the Filers have provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon by the Filers in each province and territory of Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

The decision is based on the following facts represented by the Filers:

1. Highstreet is a wholly owned subsidiary of AGF. Highstreet is registered as a portfolio manager and as an exempt market dealer in each of the Jurisdictions. The head office of Highstreet is in London, Ontario.

2. As a portfolio manager, Highstreet is authorized to provide discretionary investment management services to high-net-worth clients. As an exempt market dealer, Highstreet is authorized to distribute AGF's Highstreet Pooled Funds to high-net-worth clients pursuant to certain prospectus exemptions.

3. AGF is a wholly owned subsidiary of AGF Management Limited and is registered as an exempt market dealer in Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan, as a portfolio manager in each of the Jurisdictions, as an investment fund manager in Alberta, British Columbia, Newfoundland and Labrador, Ontario and Québec, as a mutual fund dealer in British Columbia, Ontario and Québec and as a commodity trading manager in Ontario. The head office of AGF is in Toronto, Ontario.

4. AGF is the Investment Fund Manager, Portfolio Manager and Trustee of the Highstreet Pooled Funds.

5. Since Highstreet is a wholly owned subsidiary of AGF, each such entity is an affiliate of the other and are affiliated registrants.

6. The Representative is a resident of London, Ontario and is a registered advising representative and dealing representative of Highstreet. In his role as Senior Director of Investments, Private Wealth, the Representative works directly with Highstreet Private Client Team, providing insight on macro-economic views and in-depth knowledge of the Highstreet Pooled Funds. The Representative also provides discretionary asset management to a client portfolio and supervisory oversight to the Highstreet relationship managers to help better analyze asset mix, risk tolerance and allocations to Highstreet Pooled Funds. Additionally, the Representative is a member of the Highstreet Private Client Management Committee ("Committee"). The Committee provides guidance and oversight on legal, compliance, governance, product and marketing and other operational matters related to the successful execution of the growth strategy.

7. AGF requires the Representative's investment management capabilities, leadership, and expertise as a member of the various AGF asset allocation committees, including AGF's Highstreet Balanced Fund Committee. The Representative was previously registered as an advising representative of AGF. In his role of Co-CIO AGFiQ Quantitative Investing, Head of Portfolio Management, he led the firm's investment management functions for AGF's quantitative investment platform, AGFiQ and the Highstreet Pooled Funds. The Representative has previously provided asset allocation and investment advice to the Highstreet Pooled Funds and other AGF funds and is intimately familiar with their investment processes and strategies. His continued involvement in the asset allocation committees is in the best interest of the investors of AGF products, including the Highstreet Pooled Funds.

8. Pursuant to exemptive relief granted on January 14, 2022 to AGF and AGFWave Asset Management Inc. (AGFWave), the Representative was dually registered as an advising representative of AGFWave (the January 2022 Decision).

9. The Representative is no longer registered as an advising representative of AGFWave and his registration is no longer in reliance on the January 2022 Decision.

10. If the Exemption Sought is granted, the Representative will register as an advising representative of AGF, while maintaining his registration as an advising representative of Highstreet. The Representative will be appointed to the position of registered advising representative (portfolio manager) with AGF.

11. AGF requires the investment management capabilities and expertise of the Representative to achieve its business objectives. The Representative is familiar with the business model of each of AGF and Highstreet and is in the best position to act in the existing and proposed dual roles with AGF and Highstreet.

12. Dual registration would allow the Representative to continue to act as an advising representative of Highstreet while also acting as an advising representative of AGF.

13. The terms and conditions, if any, on the Representative's registration as an advising representative of Highstreet would be the same as under his advising representative registration with AGF. As of the date hereof, there are no terms and conditions on the Representative's registration as an advising representative of Highstreet.

14. The Representative will be subject to supervision by, and the applicable compliance requirements of, both Filers.

15. Each of the Filers' respective Ultimate Designated Person will ensure that the Representative has sufficient time and resources to adequately serve each Filer and its clients. Each of the Filers' respective Chief Compliance Officers and management will ensure the Representative has sufficient time and resources to adequately serve each Filer and its clients.

16. Neither AGF nor Highstreet is in default of any requirement of securities or derivatives legislation in any of the Jurisdictions.

17. The dual registration of the Representative will not give rise to the conflicts of interest that may be present in a similar arrangement involving unrelated, arm's length firms. The interests of the Filers are aligned, and because the role of the Representative will be incremental to his existing roles with both Highstreet and AGF and to support the business activities and interests of the Filers, the potential for conflicts of interests is remote. Further there is little expected overlap of the business mandates, client base or investment strategies of Highstreet and AGF.

18. Each Filer has adequate policies and procedures in place to address any potential conflicts of interest that may arise because of the dual registration of the Representative and will be able to appropriately deal with any such conflicts, should they arise.

19. There is adequate supervision of any identified potential conflicts of interest to ensure that the Representative, and each of the Filers, can take appropriate measures.

20. The Filers do not expect that the dual registration of the Representative will create significant additional work and are confident that the Representative will have sufficient time to adequately serve both firms.

21. The relationship between Highstreet and AGF and the fact that the Representative is dually registered with both Highstreet and AGF will be fully disclosed to clients and prospective clients of Highstreet and AGF, as applicable. The Filers will provide written disclosure to the investors of the funds and accounts, as applicable, managed by each Filer of the affiliated registrant relationship between the Filers as well as the dual registration of the Representative in disclosure documents provided by any affected fund to their investors.

22. The Representative will act in the best interest of all clients of each Filer and will deal fairly, honestly and in good faith with these clients.

23. If the Exemption Sought is granted, it will not be relied upon by the Filers if the Representative is sponsored for registration in any of the Jurisdictions as an advising representative or dealing representative of another registered firm.

24. In the absence of the Exemption Sought, the Filers would be prohibited by the Dual Registration Restriction from permitting the Representative to be registered as an advising representative of each Filer, even though the Filers have controls and compliance procedures in place to deal with such advising and associate advising activities.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted on the following conditions:

i. The Representative is subject to supervision by, and the applicable compliance requirements of, both Filers;

ii. The Chief Compliance Officer and Ultimate Designated Person of each Filer ensures that the Representative has sufficient time and resources to adequately service each Filer and its respective clients;

iii. The Filers each have adequate policies and procedures in place to address any potential conflicts of interest that may arise as a result of the dual registration of the Representative and deal appropriately with any such conflicts; and

iv. The relationship between the Filers and the fact that the Representative is dually registered with both is fully disclosed in writing to clients of each of them that deal with the Representative.

"Felicia Tedesco"
Deputy Director, Compliance and Registrant Regulation
Ontario Securities Commission
 
OSC File #: 2023/0022

 

Cease Trading Orders

Temporary, Permanent & Rescinding Issuer Cease Trading Orders

Company Name

Date of Temporary Order

Date of Hearing

Date of Permanent Order

Date of Lapse/Revoke

 

THERE IS NOTHING TO REPORT THIS WEEK.

Failure to File Cease Trade Orders

Company Name

Date of Order

Date of Revocation

 

THERE IS NOTHING TO REPORT THIS WEEK.

 

Temporary, Permanent & Rescinding Management Cease Trading Orders

Company Name

Date of Order

Date of Lapse

 

THERE IS NOTHING TO REPORT THIS WEEK.

 

Outstanding Management & Insider Cease Trading Orders

Company Name

Date of Order or Temporary Order

Date of Hearing

Date of Permanent Order

Date of Lapse/Expire

Date of Issuer Temporary Order

 

Performance Sports Group Ltd.

19 October 2016

31 October 2016

31 October 2016

__________

__________

Company Name

Date of Order

Date of Lapse

 

Agrios Global Holdings Ltd.

September 17, 2020

__________

 

Gatos Silver, Inc.

April 1, 2022

__________

 

Gatos Silver, Inc.

April 12, 2022

__________

 

Sproutly Canada, Inc.

June 30, 2022

__________

 

Gatos Silver, Inc.

July 7, 2022

__________

 

iMining Technologies Inc.

September 30, 2022

__________

 

Molecule Holdings Inc.

March 1, 2023

__________

 

Rules and Policies

CSA Notice of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)

CSA NOTICE OF NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)

March 23, 2023

Introduction

The Canadian Securities Administrators (the CSA or we) are adopting National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103) and Companion Policy 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (13-103CP). This Notice should be read together with the CSA notice relating to the repeal and replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102), which is also being published today.

We are making consequential amendments and changes to existing instruments and policies as set out in Annex E.

We are repealing National Instrument 13-101 System for Electronic Document Analysis and Retrieval (NI 13-101), which includes the repeal of the SEDAR Filer Manual.

In this Notice, we refer to the adoption of NI 13-103 and 13-103CP, the repeal of NI 13-101 and the SEDAR Filer Manual, and the consequential amendments and changes to existing instruments and policies, collectively, as the Amendments.

Provided all necessary Ministerial approvals are obtained, the Amendments will come into force on June 9, 2023 in all CSA jurisdictions.

The text of the Amendments is published with this Notice and is also available on the websites of the following CSA jurisdictions:

www.bcsc.bc.ca
www.albertasecurities.com
www.fcaa.gov.sk.ca
www.mbsecurities.ca
www.osc.ca
www.lautorite.qc.ca
www.fcnb.ca
nssc.novascotia.ca

Substance and Purpose

The National Systems Renewal Program (NSRP) is an initiative of the CSA that will replace existing CSA national systems with a centralized CSA IT system, System for Electronic Data Analysis and Retrieval + (SEDAR+).

The first phase of NSRP replaces the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order (CTO) Database, the Disciplined List, and certain filings in the British Columbia Securities Commission's eServices system and the Ontario Securities Commission's electronic filing portal. Accordingly, filings made by issuers, including foreign issuers, will be made in SEDAR+ once the Amendments become effective. We expect that future phases of NSRP will incorporate into SEDAR+ those filings made by insiders, registrants, derivatives market participants, marketplaces, self-regulatory bodies and clearing agencies.

NI 13-103 provides the requirement that filers must transmit electronically through SEDAR+ each document required or permitted to be filed with or delivered to a securities regulatory authority or regulator under securities legislation. NI 13-103 also requires filers to complete a current profile containing the information specified in SEDAR+. Certain types of documents will never be filed or delivered through SEDAR+, as specified in subsections 3(a) to (g) of NI 13-103. These include documents filed or delivered in connection with a hearing, compliance review, proceeding or investigation.

As part of the phased implementation of SEDAR+, NI 13-103 does not apply to certain documents, referred to in Column A of the Appendix to NI 13-103, which we expect to bring into SEDAR+ in a future phase of NSRP. Column B of the Appendix provides for an exception for certain types of filers -- mainly issuers -- that are nevertheless required to file such documents in SEDAR+ at this time.

CP 13-103 provides guidance to market participants on how we will apply and interpret certain provisions of NI 13-103, including guidance on a number of system-related matters, determining jurisdiction for the payment of system fees, and the public accessibility of documents in SEDAR+.

SEDAR+ will offer online help to guide filers in navigating and using the system. This online help feature will replace the SEDAR Filer Manual.

Anticipated Costs and Benefits

SEDAR+ will provide more secure, single-window access for market participants to file documents and pay fees. The filing process will be more uniform, and the system will enforce modern access controls and expand public search functionality. Some filers may have to adapt their internal processes and systems.

We believe that the benefits of a modernized, more secure and centralized system with improved search capabilities will outweigh the associated costs.

Background

The CSA published the proposed NI 13-103 and CP 13-103 for a 90-day comment period on May 2, 2019.

Summary of Written Comments

The comment period expired on July 31, 2019. We received 9 submissions from commenters on the proposed Amendments. Several of these submissions combined comments on the proposed Amendments with comments on the proposed repeal and replacement of MI 13-102, or provided comments on the system design and functionality. We have considered all of the comments received and thank the commenters for their input. The names of the commenters are contained in Annex C and summary of the comments, together with our responses, is contained in Annex D. The comment letters can be viewed on the websites of the Alberta Securities Commission at www.albertasecurities.com, Ontario Securities Commission at www.osc.ca and Autorité des marchés financiers at www.lautorite.qc.ca.

Summary of Changes Since Publication for Comment

Since the publication for comment, we removed the requirement in NI 13-103 that a person or company must not have more than one profile in SEDAR+, as the system has been designed to handle profile administration and potential duplication administratively.

We have made some changes to section 3 of NI 13-103 and clarified a number of provisions of the Appendix to NI 13-103, in each case to accurately reflect the scope of filings permitted in SEDAR+.

Finally, we changed references to "the Renewed System" to "SEDAR+" to reflect the name of the system.

After considering the written comments received, we made one change to CP 13-103, to broaden the limited circumstances in which the CSA will consider changing the access status of a document from public to private in SEDAR+ without a formal request for confidentiality. The provision now includes all circumstances where a filer is entitled to file a redacted version of a material contract or agreement, and transmits a non-redacted version in error. This would include technical software errors in electronic redaction software, as well as other errors.

Consequential Amendments

The Amendments will update certain existing instruments and policies to remove references to SEDAR and include necessary references to SEDAR+, where appropriate. In many cases, the amendments involve revising or deleting references to format, electronic or otherwise. In certain instruments, we are making housekeeping amendments, such as repealing or deleting transitional provisions that are no longer applicable and correcting grammatical or typographical errors. In these limited cases, the changes are not related to SEDAR+.

Withdrawal and Revision of CSA Notices and CSA Staff Notices

As a result of the Amendments, we are withdrawing a number of CSA Notices and CSA Staff Notices that are no longer required.

Also, we are publishing concurrently with this Notice a list of CSA Staff Notices that will be revised to change references to SEDAR to SEDAR+, and to provide guidance on how to file certain documents on SEDAR+.

The list of CSA Notices and CSA Staff Notices being withdrawn and revised can be found in Annex F.

Local Matters

Annex G is being published in any local jurisdiction that is making related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only.

List of Annexes

The notice contains the following annexes:

• Annex A -- NI 13-103

• Annex B -- CP 13-103

• Annex C -- List of commenters

• Annex D -- Summary of comments and CSA responses

• Annex E -- Consequential amendments to instruments and policies

• Annex F -- Withdrawal and revision of CSA staff notices

• Annex G -- Local matters

Questions

Please refer your questions to any of the following:

British Columbia Securities Commission
British Columbia Securities Commission
Victoria Steeves
Laura Lam
Senior Legal Counsel, Corporate Finance
Senior Legal Counsel, Corporate Finance
604-899-6791
604-899-6792
vsteeves@bcsc.bc.ca
llam@bcsc.bc.ca
 
Alberta Securities Commission
Manitoba Securities Commission
Lanion Beck
Arian Poushangi
Senior Legal Counsel
Legal Counsel
403-355-3884
204-945-1513
lanion.beck@asc.ca
arian.poushangi@gov.mb.ca
 
Ontario Securities Commission
Autorité des marchés financiers
Melissa Taylor
Sylvia Pateras
Senior Legal Counsel, Corporate Finance
Senior Legal Counsel, Legal Affairs
416-596-4295
514-395-0337 ext. 2536
mtaylor@osc.gov.on.ca
sylvia.pateras@lautorite.qc.ca
 
Financial and Consumer Services Commission
Nova Scotia Securities Commission
Frank McBrearty
Doug Harris
Manager of Corporate Finance
General Counsel, Director of Market Regulation and Policy and Secretary
506-658-3119
902-424-4106
frank.mcbrearty@fcnb.ca
doug.harris@novascotia.ca

 

ANNEX A

NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)

Definitions and Interpretation

1

(1) In this Instrument:

"deliver" includes deposit, furnish, provide, send or submit;

"document" includes information and material that is required or permitted to be filed with or delivered to a securities regulatory authority or regulator;

"profile" means a set of information providing a profile of a person or company;

"SEDAR+" means the system for the transmission of documents known as the System for Electronic Data Analysis and Retrieval +.

(2) In this Instrument, a reference to a document that is permitted to be filed includes an application for a decision of the regulator or securities regulatory authority.

Transmission of documents through SEDAR+

2 Subject to section 3, if a person or company is required or permitted, under securities legislation or under a decision of the securities regulatory authority or regulator, to file a document with, or deliver a document to, the securities regulatory authority or regulator, the person or company must file or deliver the document by transmitting it through SEDAR+.

Transmission of documents outside of SEDAR+

3 Unless a decision made under securities legislation provides for filing or delivery through SEDAR+, a person or company must not file or deliver the following through SEDAR+:

(a) a document required or permitted to be filed with or delivered to the securities regulatory authority or regulator in connection with a hearing, compliance review, proceeding or investigation;

(b) a letter required to be delivered under subsection 4.11(8) or (9) of National Instrument 51-102 Continuous Disclosure Obligations;

(c) a Form 51-102F3 Material Change Report filed on a confidential basis under subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations, subsection 11.2(2) of National Instrument 81-106 Investment Fund Continuous Disclosure or, in Ontario, subsection 75(3) of the Securities Act (Ontario);

(d) a notice under subsection 7.1(5) of National Instrument 51-102 Continuous Disclosure Obligations, subsection 11.2(4) of National Instrument 81-106 Investment Fund Continuous Disclosure or, in Ontario, subsection 75(4) of the Securities Act (Ontario);

(e) a notice under subsection 13.2(2) of National Instrument 51-102 Continuous Disclosure Obligations;

(f) a notice under subsection 5(1) or 6(1) of National Instrument 52-108 Auditor Oversight;

(g) a Form 62-104F1 Take-Over Bid Circular filed by an offeror in respect of a take-over bid to acquire securities of an issuer that is not a reporting issuer and that has not filed a profile under subsection 4(1);

(h) a notice under subsection 18.6(2) of National Instrument 81-106 Investment Fund Continuous Disclosure;

(i) a document that a person or company is required or permitted to file or deliver pursuant to a provision of, or a decision of the securities regulatory authority or regulator issued in respect of, securities legislation listed in Column A of the Appendix, other than the exceptions listed in Column B of the Appendix.

Profile requirements

4

(1) Before a person or company transmits a document through SEDAR+ for the first time, the person or company must file a profile by transmitting it through SEDAR+.

(2) If information contained in a profile becomes inaccurate, the person or company must file an updated profile with the accurate information by transmitting it through SEDAR+ at the earlier of

(a) the next time the person or company transmits a document through SEDAR+ after the date on which the person or company knew or reasonably should have known that the information contained in the profile is inaccurate, and

(b) 10 days after the date on which the person or company knew or reasonably should have known that the information contained in the profile is inaccurate.

Payment of fees

5

(1) At the time that a person or company transmits a document through SEDAR+, a person or company must pay through SEDAR+

(a) the prescribed fee for that document, other than a fee prescribed under Multilateral Instrument 13-102 System Fees or, in Manitoba, an equivalent regulation, to the securities regulatory authority or regulator, and

(b) the fee for that document prescribed under Multilateral Instrument 13-102 System Fees or, in Manitoba, an equivalent regulation, to the person or company's principal regulator if the principal regulator is the securities regulatory authority in the local jurisdiction.

(2) For the purposes of subsection (1), if the person or company is transmitting through SEDAR+ a document to which Multilateral Instrument 11-102 Passport System applies, "principal regulator" has the meaning set out in Part 3, 4, 4A, 4B or 4C of Multilateral Instrument 11-102 Passport System, as applicable.

(3) For the purposes of subsection (1), if the person or company is transmitting through SEDAR+ a document to which Multilateral Instrument 11-102 Passport System does not apply, the principal regulator is the securities regulatory authority or regulator that would be the principal regulator if Part 3 of Multilateral Instrument 11-102 Passport System applied.

(4) Despite subsection (3), if the person or company is transmitting through SEDAR+ a Form 45-106F1 Report of Exempt Distribution, and the person or company does not have a head office in Canada or is an investment fund with an investment fund manager that does not have a head office in Canada, the principal regulator is the securities regulatory authority or regulator of the jurisdiction with which the person or company has the most significant connection.

Temporary hardship exemption

6

(1) If technical difficulties prevent a person or company from transmitting a document through SEDAR+ within the time required or permitted under securities legislation, the person or company may file the document with or deliver the document to the securities regulatory authority or regulator outside of SEDAR+ no later than 2 business days after the date on or by which the person or company was required or permitted to file the document with, or deliver the document to, the securities regulatory authority or regulator.

(2) A person or company must include the following legend in capital letters at the top of the first page of a document filed or delivered outside of SEDAR+ in reliance on subsection (1):

IN ACCORDANCE WITH SECTION 6 OF NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+), THIS [SPECIFY DOCUMENT] IS BEING FILED OR DELIVERED OUTSIDE OF SEDAR+ UNDER A TEMPORARY HARDSHIP EXEMPTION

(3) If a person or company files or delivers a document to the securities regulatory authority or regulator in the manner and within the time prescribed by this section, the person or company is exempt from the requirement to file or deliver the document by the date prescribed in securities legislation.

(4) If a person or company files or delivers a document to the securities regulatory authority or regulator outside of SEDAR+ in reliance on this section, the person or company must transmit the document to the securities regulatory authority or regulator through SEDAR+ as soon as practicable and in any event within 3 business days of the date on which the technical difficulties have been resolved, and must include the following legend in capital letters at the top of the first page of the document :

THIS DOCUMENT IS A COPY OF [SPECIFY DOCUMENT] FILED WITH OR DELIVERED TO [LIST ALL SECURITIES REGULATORY AUTHORITIES OR REGULATORS WITH WHOM THE DOCUMENT WAS FILED OR TO WHOM IT WAS DELIVERED] ON [DATE] UNDER A TEMPORARY HARDSHIP EXEMPTION UNDER SECTION 6 OF NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+).

Decisions

7

(1) Despite paragraph 3(i), if a decision made under securities legislation requires a person or company to file a document with, or deliver a document to, the securities regulatory authority or regulator through the System for Electronic Document Analysis and Retrieval (SEDAR), the person or company must file or deliver the document by transmitting it through SEDAR+.

(2) In British Columbia, subsection (1) does not apply.

Exemptions

8

(1) The securities regulatory authority or regulator may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant an exemption from this Instrument.

(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

Repeal of former instrument

9 National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) is repealed.

Effective date

10 This Instrument comes into force on June 9, 2023.

11 In Saskatchewan, despite section 10, if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

APPENDIX TO NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)

Securities legislation pursuant to which documents must not be transmitted through SEDAR+ (Paragraph 3(i))

Column A

Column B

 

National and multilateral instruments pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Part 4A Registration and Part 4B Application to Become a Designated Rating Organization of Multilateral Instrument 11-102 Passport System

N/A

 

National Instrument 21-101 Marketplace Operation

N/A

 

National Instrument 23-101 Trading Rules

N/A

 

National Instrument 23-102 Use of Client Brokerage Commissions

N/A

 

National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplace

N/A

 

National Instrument 24-101 Institutional Trade Matching and Settlement

N/A

 

National Instrument 24-102 Clearing Agency Requirements

N/A

 

National Instrument 25-101 Designated Rating Organizations

N/A

 

National Instrument 31-102 National Registration Database

N/A

 

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations

N/A

 

Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers

N/A

 

National Instrument 33-105 Underwriting Conflicts

N/A

 

National Instrument 33-109 Registration Information

N/A

 

National Instrument 35-101 Conditional Exemption From Registration For United States Broker-Dealers and Agents

N/A

 

Multilateral Instrument 45-108 Crowdfunding

An issuer filing or delivering a document under section 15, section 16 or section 17

 

An issuer filing an application for an exemption under section 44

 

National Instrument 45-110 Start-Up Crowdfunding Registration and Prospectus Exemptions

An issuer filing a document under section 6

 

An issuer filing an application for an exemption under section 7

 

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards

An issuer filing an application for an exemption under subsection 5.1(1)

 

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)

An issuer filing an application for an exemption under subsection 6.1(1)

 

National Instrument 55-104 Insider Reporting Requirements and Exemptions

An issuer filing an application for an exemption under subsection 10.1(1)

 

Multilateral Instrument 91-101 Derivatives: Product Determination

N/A

 

Multilateral Instrument 91-102 Prohibition of Binary Options

N/A

 

Multilateral Instrument 91-506 Derivatives: Product Determination

N/A

 

Multilateral Instrument 91-507 Trade Repositories and Derivatives Data Reporting

N/A

 

National Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives

N/A

 

National Instrument 94-102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions

N/A

 

Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting

N/A

Column A

Column B

 

British Columbia securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Exemption orders (Part 1) -- section 3.1 of the Securities Act R.S.B.C. 1996, c 418

An issuer filing an application for an order under section 3.1

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order

 

Designations (Part 1) -- section 3.2 of the Securities Act R.S.B.C. 1996, c 418

A person filing an application under paragraph 3.2(1)(b) for an order that a person or a person within a class of persons is a mutual fund, a non-redeemable investment fund or a reporting issuer

 

An issuer required or permitted to file or deliver a document pursuant to a designation order

 

Benchmark Administrators, Clearing Agencies, Exchanges, Information Processors, Quotation and Trade Reporting Systems, Self-Regulatory Bodies and Trade Repositories (Part 4) -- sections 23-33 of the Securities Act R.S.B.C. 1996, c 418

N/A

 

Registration (Part 5) -- sections 34-41 of the Securities Act R.S.B.C. 1996, c 418

N/A

 

Exemption order by commission or executive director (Part 6) -- section 48 of the Securities Act R.S.B.C. 1996, c 418

A person filing an application for an exemption from the prospectus requirement

 

Trading in Derivatives (Part 8) -- sections 58 -- 60 of the Securities Act R.S.B.C. 1996, c 418

N/A

 

Initial and subsequent insider report -- section 87 of the Securities Act R.S.B.C. 1996, c 418

N/A

 

Exemption order by commission or executive director (Part 12) -- section 91 of the Securities Act R.S.B.C. 1996, c 418

An issuer filing an application under section 91 for an exemption order other than an application for an exemption from the insider reporting requirement

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order

 

Filing and inspection of records (Part 20) -- section 169 of the Securities Act R.S.B.C. 1996, c 418

An issuer filing an application under section 169

 

Discretion to revoke or vary decision (Part 20) -- section 171 of the Securities Act R.S.B.C. 1996, c 418

An issuer filing an application under section 171

 

An issuer required or permitted to file or deliver a document pursuant to an order

 

Administrative powers respecting commission rules (Part 20) -- section 187 of the Securities Act R.S.B.C. 1996, c 418

An issuer filing an application under section 187

 

An issuer required or permitted to file or deliver a document pursuant to an order

Column A

Column B

 

Alberta securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Form 4 Report by a Registered Owner of Securities Beneficially Owned by an Insider Under Section 183 of the Securities Act - section 17 ofAlberta Securities Commission Rules (General)

N/A

 

Designation orders -- section 10 of the Securities Act RSA 2000, c S-4

An issuer filing an application under section 10

 

Regulation, Recognition and Designation of Entities and Benchmarks -- Part 4 of the Securities Act RSA 2000, c S-4

N/A

 

Surrender of registration -- section 78 of the Securities Act RSA 2000, c S-4

N/A

 

Further Information -- section 82 of the Securities Act RSA 2000, c S-4

N/A

 

Trading in Securities and Derivatives Generally -- Part 7 of the Securities Act RSA 2000, c S-4

N/A

 

Discretionary exemptions -- section 144 of the Securities Act RSA 2000, c S-4

A person or company filing an application for relief from the prospectus requirement

 

Applications to the Commission -- section 179 of the Securities Act RSA 2000, c S-4

An issuer filing an application under section 179

 

General Exemption -- section 213 of the Securities Act RSA 2000, c S-4

An issuer filing an application under section 213, other than a registrant

 

An issuer transmitting a document pursuant to a blanket order

 

Revoke or vary decisions -- section 214 of the Securities Act RSA 2000, c S-4

An issuer filing an application under section 214

 

Filing and confidentiality -- section 221 of the Securities Act RSA 2000, c S-4

An issuer filing an application under section 221

 

Alberta Securities Commission Rule 13-501 Fees

An issuer filing any of the following:

an application under section 3

Form 13-501F1 Class 1 Reporting Issuers and Class 3B Reporting Issuers -- Participation Fee

Form 13-501F2 Class 2 Reporting Issuers -- Participation Fee

Form 13-501F3 Adjustment of Fee Payment for Class 2 Reporting Issuer

Form 13-501F4 Class 3A Reporting Issuers -- Participation Fee

Form 13-501F5 Investment Fund -- Participation Fee

Form 13-501F6 Subsidiary Exemption Notice

 

Alberta Securities Commission Rule 91-504 Strip Bonds

A person or company filing an application for exemption under section 4.1, other than a person or company that is a registrant, or would be a registrant but for reliance on the rule

 

Compensation fund or contingency trust fund -- section 6 of Alberta Securities Commission Rules (General)

N/A

 

Trading in Securities and Derivatives Generally -- Part 4 of Alberta Securities Commission Rules (General)

N/A

Column A

Column B

 

Saskatchewan securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Designation -- section 11.1 of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application for an order pursuant to section 11.1

 

Recognition of Entities (Part V) -- sections 21-25 of The Securities Act, 1988 SS 1988-89, c S-42.2

N/A

 

Designation of Entities (Part V.1) of The Securities Act, 1988 SS 1988-89, c S-42.2

N/A

 

Voluntary surrender of registration -- section 29 of The Securities Act, 1988 SS 1988-89, c S-42.2

N/A

 

Trading in Securities and Derivatives (Part IX) of The Securities Act, 1988 SS 1988-89, c S-42.2

N/A

 

Saskatchewan General Ruling/Order 91-906 Strip Bonds

A person or company other than a registrant filing an application pursuant to Saskatchewan General Ruling/Order 91-906 Strip Bonds

 

Order relieving reporting issuer of status as reporting issuer, section 92 of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application for an order pursuant to section 92

 

Applications to the Commission-section 101 of The Securities Act, 1988 SS 1988-89, c S-42.2

N/A

 

Part XVIII-Enforcement-section 135.6 of The Securities Act, 1988 SS 1988-89, c S-42.2 Financial compensation

N/A

 

Order re exemption or declaration-section 83 of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application pursuant to section 83

 

Filing in other Jurisdictions- section 130 of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application pursuant to section 130

 

Filing and Inspection of material-section 152 (1) of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application pursuant to section 152

 

Revoke or vary decisions-section 158(3) of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application pursuant to section 158(3)

 

General Exemption-section 160 of The Securities Act, 1988 SS 1988-89, c S-42.2

An issuer filing an application pursuant to section 160

Column A

Column B

 

Manitoba securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Exemption by commission -- section 20 of the Securities Act C.C.S.M. c.S50

An issuer filing an application under section 20

 

Blanket Order -- section 20 of the Securities Act C.C.S.M. c.S50

A person or company required or permitted to file or deliver a document through SEDAR pursuant to the blanket order.

 

An issuer required or permitted to file or deliver a document pursuant to the blanket order.

 

Self-regulatory organizations (Part IV.1) -- sections 31.1, 31.3 and 31.4 of the Securities Act C.C.S.M. c.S50

N/A

 

Trade repositories and clearing agencies (Part IV.2) -- sections 31.6, 31.11 and 31.12 of the Securities Act C.C.S.M. c.S50

N/A

 

Trading in derivatives (Part VIII.1) -- section 79.1 of the Securities Act C.C.S.M. c.S50

N/A

 

Designating a person or company as an insider -- section 108.1 of the Securities Act C.C.S.M. c.S50

A person or company filing an application for an order that an issuer or class of issuers is, or is not, a mutual fund or a non-redeemable investment fund

 

Exemption and extension orders section 116 of the Securities Act C.C.S.M. c.S50

An issuer filing an application under section 116

 

Audit oversight bodies (Part XX) -- sections 204 and 206 of the Securities Act C.C.S.M. c.S50

N/A

Column A

Column B

 

Ontario securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Relieving orders -- subsection 1(10) of the Securities Act, RSO 1990, c S.5

An issuer filing an application for an order under subsection 1(10)

 

Designation -- subsection 1(11) of the Securities Act, RSO 1990, c S.5

An issuer filing an application for an order under subsection 1(11)

 

Exchanges, alternative trading systems, self-regulatory organizations, clearing agencies, quotation and trade reporting systems, information processors -- Part VIII of the Securities Act, RSO 1990, c S.5

N/A

 

Credit rating organizations -- Part IX of the Securities Act, RSO 1990, c S.5

N/A

 

Benchmarks -- Part X of the Securities Act, RSO 1990, c S.5

N/A

 

Registration -- Part XI of the Securities Act, RSO 1990, c S.5

N/A

 

Disclosure of trade information to the Commission -- subsection 36(2) of the Securities Act, RSO 1990, c S.5

N/A

 

Exemption order -- subsection 74(1) of the Securities Act, RSO 1990, c S.5

A person or company filing an application for relief from the prospectus requirement

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order

 

Insider reporting -- section 107 of the Securities Act, RSO 1990, c S.5

N/A

 

Report of transfer by insider -- section 109 of the Securities Act, RSO 1990, c S.5

N/A

 

Filing in other jurisdictions -- section 121 of the Securities Act, RSO 1990, c S.5

An issuer filing an application under section 121

 

Filing and inspection of material -- section 140 of the Securities Act, RSO 1990, c S.5

An issuer filing an application under section 140

 

Class order exemption -- subsection 143.11(2) of the Securities Act, RSO 1990, c S.5

A person or company required or permitted to file or deliver a document through SEDAR pursuant to a class order

 

An issuer required or permitted to file or deliver a document pursuant to a class order

 

Revocation or variation of decision -- section 144 of the Securities Act, RSO 1990, c S.5

An issuer filing an application under section 144

 

Exemption -- section 147 of the Securities Act, RSO 1990, c S.5

An issuer filing an application under section 147

 

OSC Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission

N/A

 

OSC Rule 13-502 Fees

An issuer filing any of the following:

Form 13-502F1 Class 1 and Class 3B Reporting Issuers -- Participation Fee

Form 13-502F2 Class 2 Reporting Issuers -- Participation Fee

Form 13-502F2A Adjustment of Fee for Class 2 Reporting Issuers

Form 13-502F3A Class 3A Reporting Issuers -- Participation Fee

Form 13-502F6 Subsidiary Exemption Notice

an application under section 8.1

 

OSC Rule 31-505 Conditions of Registration

N/A

 

OSC Rule 32-501 Direct Purchase Plans

N/A

 

OSC Rule 32-505 Conditional Exemption from Registration for United States Broker-Dealers and Advisers Servicing U.S. Clients from Ontario

N/A

 

OSC Rule 35-502 Non-Resident Advisers

An issuer filing an application under OSC Rule 35-502

 

OSC Rule 91-501 Strip Bonds

A person or company other than a registrant filing an application under OSC Rule 91-501

 

OSC Rule 91-502 Trades in Recognized Options

N/A

 

OSC Rule 91-507 Trade Repositories and Derivatives Data Reporting

N/A

Column A

Column B

 

Québec securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Insider reports -- sections 89 to 98 of the Securities Act, CQLR, c. V-1.1

N/A

 

Surrender of registration -- section 153 of the Securities Act, CQLR, c. V-1.1

N/A

 

Self-Regulatory Organizations, Securities Exchange or Clearing Activities, Credit rating Organization, Benchmarks and Benchmark Administrators -- sections 169 to 186.6 of the Securities Act, CQLR, c. V-1.1

N/A

 

Exemption order by the Autorité des marchés financiers -- section 263 of the Securities Act, CQLR, c. V-1.1

An issuer filing an application for an exemption

 

A person filing an application for an exemption from the prospectus requirement

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order

 

Blanket order by Autorité des marchés financiers -- section 263 of the Securities Act, CQLR, c. V-1.1

An issuer required or permitted to file or deliver a document pursuant to a blanket order

 

Designation -- section 272.2 of the Securities Act, CQLR, c. V-1.1

A person filing an application to be designated a non-redeemable investment fund, a mutual fund or a reporting issuer

 

An issuer required or permitted to file or deliver a document pursuant to a designation order

 

Derivatives Act, CQLR, c. I-14.01

N/A

 

An Act Respecting the Regulation of the Financial Sector, CQLR, c. A-33.2

N/A

Column A

Column B

 

New Brunswick securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Designations -- section 1.1(1) of the Securities Act SNB 2004, c S-5.5.

An issuer filing an application for an order under section 1.1(1)

 

An issuer required or permitted to file or deliver a document pursuant to a designation order

 

Self-Regulated Organizations and other regulated entities -- sections 35-39 of the Securities Act SNB 2004, c S-5.5.

N/A

 

Exemption orders -- section 44.02(1) of the Securities Act SNB 2004, c S-5.5.

N/A

 

Further information -- section 50 of the Securities Act SNB 2004, c S-5.5.

N/A

 

Surrender of registration- section 51(1) of the Securities Act SNB 2004, c S-5.5.

N/A

 

Exemption order -- section 55(1) of the Securities Act SNB 2004, c S-5.5.

A person filing an application that also includes relief from the prospectus requirement

 

Derivatives -- section 70.5(1) of the Securities Act SNB 2004, c S-5.5.

N/A

 

Prospectus and distribution -- section 80(1) of the Securities Act SNB 2004, c S-5.5.

A person required or permitted to file or deliver a document through SEDAR pursuant to an exemption order

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order.

 

Continuous Disclosure -- section 92(1) of the Securities Act SNB 2004, c S-5.5.

An issuer filing an application under section 92 for an exemption from the insider reporting requirement

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order

 

Insider trading and self-dealing -- section 148(1) of the Securities Act SNB 2004, c S-5.5.

A person required or permitted to file or deliver a document through SEDAR pursuant to an exemption order

 

An issuer required or permitted to file or deliver a document pursuant to an exemption order

 

Filing and inspection of material -- section 198 of the Securities Act SNB 2004, c S-5.5.

An issuer filing an application under section 198

 

Powers to revoke or vary decision -- section 205.1(1) of the Securities Act SNB 2004, c S-5.5

An issuer filing an application under section 205.1(1)

 

An issuer required or permitted to file or deliver a document pursuant to an order

 

General -- Exemption order -- section 208(1) of the Securities Act SNB 2004, c S-5.5.

An issuer filing an application under section 208(1)

 

An issuer required or permitted to file or deliver a document pursuant to an order

Column A

Column B

 

Nova Scotia securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Recognition of self-regulatory organizations -- section 30 of the Securities Act, RSNS 1989, c. 418, as amended

N/A

 

Designation -- section 30 A of the Securities Act, RSNS 1989, c. 418, as amended

A person or company filing an application under section 30 A to be designated a mutual fund, non-redeemable investment fund or reporting issuer

 

Designation of credit rating agencies -- sections 30 EA and 30 F of the Securities Act, RSNS 1989, c. 418, as amended

N/A

 

Recognition of exchanges, quotation and trade reporting systems, clearing agencies, derivatives trading facilities, and derivative trade repositories -- section 30 I of the Securities Act, RSNS 1989, c. 418, as amended

N/A

 

Designation of benchmarks and benchmark administrators -sections 30 N and 30 O of the Securities Act, RSNS 1989, c. 418, as amended

N/A

 

Voluntary surrender or suspension of registration -section 33 of the Securities Act, RSNS 1989, c. 418, as amended

N/A

 

Discretionary exemptions -- section 79 of the Securities Act, RSNS 1989, c. 418, as amended

A person or company filing an application for relief from the prospectus requirement

 

Commission orders -- section 98 of the Securities Act, RSNS 1989, c. 418, as amended

An issuer filing an application under section 98

 

Relieving orders -- section 121 of the Securities Act, RSNS 1989, c. 418, as amended

An issuer filing an application under section 121

 

Exemption Order -- section 128 of the Securities Act, RSNS 1989, c.418, as amended

An issuer filing an application under section 128

 

Filing and confidentiality -- subsection 148(2) of the Securities Act, RSNS 1989, c. 418, as amended

An issuer filing an application under subsection 148(2)

 

Revocation or variation of a decision -- section 151 of the Securities Act, RSNS 1989, c.418, as amended

An issuer filing an application under section 151

 

Discretionary exemptions -- section 151A of the Securities Act, RSNS 1989, c. 418, as amended

An issuer filing an application under section 151A

 

Blanket order -- section 151A of the Securities Act, RSNS 1989, c.418, as amended

A person or company required or permitted to file or deliver a document through SEDAR pursuant to the blanket order.

 

An issuer required or permitted to file or deliver a document pursuant to the blanket order.

Column A

Column B

 

Prince Edward Island securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Recognition orders -- sections 72 and 73 of the Securities Act Chapter S-3.1

N/A

 

Designation orders -- sections 6 and 71 of the Securities Act Chapter S-3.1

N/A

 

Authorization orders -- section 76 of the Securities Act Chapter S-3.1

N/A

 

Exemption orders -- section 16 of the Securities Act Chapter S-3.1

N/A

 

Superintendent orders -- subsection 15(1) of the Securities Act Chapter S-3.1

N/A

 

Insider filings -- subsection 104(2) and section 105 of the Securities Act Chapter S-3.1

N/A

 

Exchanges and quotation and trade reporting systems -- section 70 of the Securities Act Chapter S-3.1

N/A

Column A

Column B

 

Newfoundland and Labrador securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Trading in Securities Generally -- Part XII of the Securities Act RSNL 1990, c S-13

N/A

 

Exemptions from Registration Requirements -- Part XI of the Securities Act RSNL 1990, c S-13

A person or company filing an application for relief from the prospectus requirement

 

Exemption -- section 142.1 of the Securities Act RSNL 1990, c S-13

An issuer filing an application under section 142.1

 

Surrender of registration -- section 28 of the Securities Act RSNL 1990, c S-13

N/A

 

Self-regulation -- Part VIII of the Securities Act RSNL 1990, c S-13

N/A

 

Investigations and Examinations -- Part VI of the Securities Act RSNL 1990, c S-13

N/A

 

Applications to superintendent -- section 93 of the Securities Act RSNL 1990, c S-13

An issuer filing an application under section 93

 

Further information -- section 32 of the Securities Act RSNL 1990, c S-13

N/A

 

Filing and inspection of material -- section 140 of the Securities Act RSNL 1990, c S-13

An issuer filing an application under section 140

Column A

Column B

 

Yukon securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Recognition orders -- sections 72 and 73 of the Securities Act S.Y. 2007, c.16

N/A

 

Designation orders -- sections 6 and 71 of the Securities Act S.Y. 2007, c.16

N/A

 

Authorization orders -- section 76 of the Securities Act S.Y. 2007, c.16

N/A

 

Exemption orders -- section 16 of the Securities Act S.Y. 2007, c.16

N/A

 

Superintendent orders -- subsection 15(1) of the Securities Act S.Y. 2007, c.16

N/A

 

Designation of credit rating organizations -- section 83.1 of the Securities Act S.Y. 2007, c.16

N/A

 

Insider filings -- subsection 104(2) and section 105 of the Securities Act S.Y. 2007, c.16

N/A

 

Exchanges and quotation and trade reporting systems -- section 70 of the Securities Act S.Y. 2007, c.16

N/A

Column A

Column B

 

Nunavut securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Recognition orders -- sections 72 and 73 of the Securities Act, SNu 2008, c 12

N/A

 

Designation orders -- sections 6 and 71 of the Securities Act, SNu 2008, c 12

N/A

 

Authorization orders -- section 76 of the Securities Act, SNu 2008, c 12

N/A

 

Exemption orders -- section 16 of the Securities Act, SNu 2008, c 12

N/A

 

Superintendent orders -- subsection 15(1) of the Securities Act, SNu 2008, c 12

N/A

 

Designation of credit rating organizations -- section 83.1 of the Securities Act, SNu 2008, c 12

N/A

 

Insider filings -- subsection 104(2) and section 105 of the Securities Act, SNu 2008, c 12

N/A

Column A

Column B

 

Northwest Territories securities legislation pursuant to which documents must not be filed or delivered through SEDAR+

Exceptions to Column A: Filers who must file or deliver the document through SEDAR+

 

Recognition orders -- sections 72 and 73 of the Securities Act, SNWT 2008, c. 10

N/A

 

Designation orders -- sections 6 and 71 of the Securities Act, SNWT 2008, c. 10

N/A

 

Authorization orders -- section 76 of the Securities Act, SNWT 2008, c. 10

N/A

 

Exemption orders -- section 16 of the Securities Act, SNWT 2008, c. 10

N/A

 

Superintendent orders -- subsection 15(1) of the Securities Act, SNWT 2008, c. 10

N/A

 

Designation of credit rating organizations -- section 83.1 of the Securities Act, SNWT 2008, c. 10

N/A

 

Insider filings -- subsection 104(2) and section 105 of the Securities Act, SNWT 2008, c. 10

N/A

 

Exchanges and quotation and trade reporting systems -- section 70 of the Securities Act, SNWT 2008, c. 10

N/A

 

ANNEX B

COMPANION POLICY 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)

Introduction

The purpose of this Companion Policy is to provide guidance on how securities regulatory authorities and regulators (we or us) interpret or apply certain provisions of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (the Instrument). This Companion Policy includes explanations, discussion and examples of the application of various parts of the Instrument.

Phased approach to SEDAR+

The National Systems Renewal Program of the Canadian Securities Administrators (CSA) proposes to implement the System for Electronic Data Analysis and Retrieval + (SEDAR+) in several phases, with the objective of replacing all current CSA national systems. The first phase (Phase 1) replaces the System for Electronic Document Analysis and Retrieval (SEDAR), the National Cease Trade Order Database and the Disciplined List. Phase 1 relates principally to documents filed by issuers with securities regulatory authorities or regulators, including:

• all documents previously filed with or delivered through SEDAR;

• Form 45-106F1 Report of Exempt Distribution, previously filed in the British Columbia Securities Commission (BCSC) eServices system, the Ontario Securities Commission (OSC) Electronic Filing Portal, and in all other jurisdictions on SEDAR.

In future phases of SEDAR+, we expect SEDAR+ will be capable of accepting the transmission of documents filed with or delivered to securities regulatory authorities and regulators by insiders, registrants, derivatives market participants and regulated entities (such as a marketplace, a self-regulatory body or self-regulatory organization, or a clearing agency).

Phasing of applications, pre-filings and documents under decisions

Applications, pre-filings, and documents filed or delivered under decisions, are being brought into SEDAR+ in a phased manner. Phase 1 of SEDAR+ generally includes all applications, pre-filings and documents previously filed or delivered by issuers, whether in the BCSC eServices system, the OSC Electronic Filing Portal, or by email, courier or regular mail including, but not limited to, applications:

• for an exemption from a provision of securities legislation;

• to be designated as a reporting issuer, mutual fund or non-redeemable investment fund;

• to cease to be a reporting issuer;

• for a full or partial revocation of a cease trade order;

• for a management cease trade order.

Generally, a person or company that is an issuer will file or deliver through SEDAR+ an application, pre-filing, or document filed or delivered under a decision, while a person or company that is an insider, a registrant, a derivatives market participant or a regulated entity will file or deliver the document in the same manner as it currently does, until a future phase of SEDAR+. In future phases of SEDAR+, we expect that SEDAR+ will be capable of accepting the transmission of applications, pre-filings or other documents filed or delivered to securities regulatory authorities or regulators by insiders, registrants, derivatives market participants and regulated entities.

If a provision of Canadian securities legislation is included in Column A of the Appendix of the Instrument, a pre-filing in relation to that provision or an application for an exemption from that provision will not be filed through SEDAR+ at this time, except in the limited circumstances outlined in Column B of the Appendix.

Generally when an application is filed in SEDAR+ pursuant to Column B of the Appendix, and a decision is made, the filer should also transmit through SEDAR+ all documents required to be filed or delivered pursuant to the decision.

Section 1 -- Definitions and Interpretation

Unless defined in the Instrument, terms used in the Instrument have the same meanings as in National Instrument 14-101 Definitions.

The term "document" includes any report, form, application, pre-filing, information, material and notice, as well as a copy thereof, and applies to a document that is required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

Section 2 -- Transmission of documents through SEDAR+

We consider the requirement in section 2 that documents filed with or delivered to us be transmitted through SEDAR+ will generally include filings referred to in policies or staff notices. Examples include a "pre-filing" or "waiver application" under National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions (NP 11-202), a "pre-filing" under National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions and the review of a prospectus on confidential pre-file basis under CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers).

Section 3 -- Transmission of documents outside of SEDAR+

Under paragraph 3(i), the Instrument does not apply to a document required or permitted to be filed or delivered under any of the provisions of securities legislation set out in Column A of the Appendix of the Instrument, unless an exception in Column B applies. The same applies to any document that a person or company is required or permitted to file or deliver pursuant to a decision or order issued in respect of any of the provisions of securities legislation set out in Column A of the Appendix, unless an exception in Column B applies. We expect that all of these documents will be incorporated into SEDAR+ in future phases of SEDAR+.

A person or company will file these documents with, or deliver them to, the securities regulatory authority or regulator in the same manner that it currently does, including by email, courier or regular mail, through the System for Electronic Disclosure by Insiders (SEDI), or through the National Registration Database. For example, an issuer filing an issuer event report under National Instrument 55-102 System for Electronic Disclosure by Insiders will transmit this information through SEDI.

The Appendix also contains certain exceptions set out in Column B relating to documents filed under the provisions of securities legislation indicated in Column A that will be transmitted through SEDAR+ in Phase 1. For example, Multilateral Instrument 45-108 Crowdfunding contains certain registration requirements for funding portals and registered individuals of funding portals, which will be filed outside of SEDAR+ until a future phase of SEDAR+. The exceptions in Column B that relate to Multilateral Instrument 45-108 Crowdfunding are the following documents that an issuer will transmit through SEDAR+ as part of Phase 1:

• a Form 45-106F1 Report of Exempt Distribution;

• a crowdfunding offering document;

• additional distribution material;

• financial statements filed by an issuer that is not a reporting issuer;

• a notice of use of proceeds.

Subsection 5(1) -- Payment of fees

A filer should consult Multilateral Instrument 13-102 System Fees to determine whether it is required to pay a system fee when transmitting a document in SEDAR+, and the amount of any applicable system fee. A filer should consult the local fee rules in each jurisdiction to determine whether it is also required to pay a regulatory filing fee when transmitting a document to the securities regulatory authority or regulator, and the amount of any applicable regulatory filing fee.

Subsection 5(4) -- Significant connection

In order to determine the jurisdiction with which a person or company has the most significant connection, a filer should refer to the factors outlined in subsection 3.4(7) of NP 11-202.

Subsection 7(3) -- Decisions and orders in British Columbia

Because of differing legislative requirements, subsection 7(1) of the Instrument does not apply in British Columbia. The British Columbia Securities Commission has issued BC Instrument 13-505 Filings Made under Decisions, which has the same effect as subsection 7(1) of the Instrument.

Using format and templates specified in SEDAR+

A person or company satisfies a requirement in securities legislation to file a document with, or deliver a document to, the securities regulatory authority or regulator in a prescribed format by transmitting the information in the manner and using the format and templates, if any, specified in SEDAR+. For example, SEDAR+ requires a filer to transmit Form 45-106F1 Report of Exempt Distribution in the format and using the templates specified in SEDAR+. In doing so, the filer satisfies all requirements of Form 45-106F1 Report of Exempt Distribution that relate to the prescribed format of the report.

Effective time of filing or delivery

SEDAR+ is generally available 24 hours a day, 7 days a week. We consider a document to be filed with or delivered to the securities regulatory authority or regulator when the transmission of the document through SEDAR+ has been completed. SEDAR+ allows a filer to confirm the date and time that the transmission of a document was completed.

Although SEDAR+ is generally available every day to receive documents, Canadian securities legislation or Canadian securities directions that refer to a review of a document by the securities regulatory authority or regulator (for example our timelines to provide a filer with comments on our review of a preliminary prospectus) will continue to provide that the review be carried out within a certain number of business days.

Consent

In certain jurisdictions, the securities regulatory authority or regulator must consent to a document being filed with or delivered to it by the transmission of the document through SEDAR+. We take the view that the acceptance of documents transmitted through SEDAR+ in accordance with the Instrument satisfies any such consent requirement of the securities regulatory authority or regulator contained in electronic commerce legislation.

Requirement to file more than one copy of a document

If any provision of securities legislation requires a person or company to file with or deliver to the securities regulatory authority or regulator more than one copy of a document, the transmission of the document through SEDAR+ in accordance with the Instrument satisfies such a requirement.

Official copy of documents

We consider that, for purposes of securities legislation, securities directions or any other related purpose, an official record of any document transmitted through SEDAR+ is the document stored in SEDAR+.

Certified copy of documents

Securities legislation in certain jurisdictions contains a requirement to produce or make available an original or certified copy of information filed under the securities legislation. We take the view that the securities regulatory authority or regulator satisfies such a requirement by providing a printed copy of the information that contains, or is accompanied by, a certificate of the securities regulatory authority or regulator confirming that the printed copy is a copy of the information filed in SEDAR+.

Use of SEDAR+ by the securities regulatory authority or regulator

The securities regulatory authority or regulator will transmit certain documents through SEDAR+. For example, we will generally transmit through SEDAR+ a receipt and other confirmation of acceptance for a document transmitted through SEDAR+, such as a receipt for a prospectus. We will also generally transmit through SEDAR+ comment related to a prospectus or an application for an exemption that has been filed through SEDAR+.

Public accessibility of documents in SEDAR+

Securities legislation generally requires that the securities regulatory authority or regulator make documents filed with it available for public inspection during normal business hours. We consider that the securities regulatory authority or regulator satisfies this requirement by making such documents publicly available in SEDAR+.

Under securities legislation, documents required or permitted to be delivered are not required to be publicly available but may be subject to an application made under freedom of information legislation. Filers that transmit information in SEDAR+ are responsible for complying with applicable privacy laws.

Changing access to transmitted documents

To change the access status of a document from public to private, a person or company should submit a formal request for confidentiality, generally by way of an application made to the securities regulatory authority or regulator, under the relevant provisions of securities legislation. The securities regulatory authority or regulator will generally not change the access status of a document from public to private until the request has been reviewed, and a decision has been made in favour of the person or company.

In the following limited circumstances, we will consider changing the access status of a document from public to private in SEDAR+ without a formal request for confidentiality:

• a person or company transmits a document under the incorrect profile;

• a person or company transmits a fee form with an incorrect calculation;

• a person or company transmits a document that contains a virus;

• a person or company entitled to file a redacted version of a material contract or agreement transmits a non-redacted version of the document in error;

• a recipient agency inadvertently makes a document public in connection with a prospectus filing which should have remained private.

To request a change in the access status of a document from public to private in SEDAR+ in these circumstances, a person or company should make a written request to its principal regulator, determined in accordance with subsection 5(2), 5(3) or 5(4) of the Instrument. Since there may be no formal request for confidentiality and, as a result, no confidentiality decision in these limited circumstances, filers should note that documents that are required to be filed and whose access is changed to private in SEDAR+ may still be made available for public inspection under securities legislation.

Filers should also note that changing the access status of a document from public to private in SEDAR+ does not necessarily remove the document from the public domain. For example, various search engines may continue to index the document, notwithstanding that we have changed the access status of the document to private in SEDAR+. We do not assist filers to remove documents from the public domain.

Documents filed with or delivered to us may also be subject to disclosure under freedom of information legislation.

 

ANNEX C

LIST OF COMMENTERS

1. Canadian Advocacy Council of CFA Societies Canada

2. Investment Funds Institute of Canada

3. Portfolio Management Association of Canada

4. Investment Industry Association of Canada

5. Canadian Investor Relations Institute

6. CI Investment Inc.

7. Borden Ladner Gervais LLP

8. VigilantCS

9. The Investment Funds Institute of Canada, the Federation of Mutual Fund Dealers, the Investment Industry Association of Canada and the Portfolio Management Association of Canada

 

ANNEX D

SUMMARY OF COMMENTS AND CSA RESPONSES

This Annex summarizes the comments we received and our responses to those comments.

ITEM

TOPIC

SUMMARIZED COMMENT

CSA RESPONSE

 

1.

Support for the adoption of a new national filing system

We received 9 comment letters. The commenters generally support the adoption of a new national system to replace the CSA national systems.

We acknowledge the comments of support and thank the commenters.

The following are examples of the comments received:

We are broadly supportive of the updates being made by the CSA to the CSA national systems, including SEDAR.

Our members look forward to the implementation of a new integrated national information and filing system.

The potential benefits of [SEDAR+] to regulators, market participants and investors are clear and significant. For regulators, a single structured database presents the opportunity to streamline internal workflow processes, break down silos, develop analytics to optimize organizational performance, and identify compliance review priorities. For market participants, the opportunity to easily access the information and data they are required to file would reduce the need for multiple manual data entries, streamline their own internal work processes, and improve compliance by enabling firms to leverage this data in their business operations and compliance supervision activities.

[We are] very supportive of the CSA's proposed centralized information technology system, as well as the harmonized approach the CSA is taking with respect to [SEDAR+]. We believe that replacing outdated, fragmented reporting systems and databases with more efficient, centralized, and secure technology is a key step in reducing regulatory burden, increasing information security, and facilitating information flow in an efficient and cost-effective manner.

We view [SEDAR+] as an important opportunity to improve information flow that is worth the short-term investment for the longer-term benefit of all stakeholders, including for investors and the CSA.

We thank the CSA for the work being done to create and roll out [SEDAR+]. Technology and database updates are often more complex than they seem, but this undertaking is well overdue and, we believe, very worth the resources and time devoted by CSA staff to make it a reality.

[We have] been an advocate for modernizing the national records filing system for years and [are] pleased that the CSA has moved forward on long awaited revisions to this system.

The redevelopment of the existing outdated and unwieldy systems into an integrated framework is an important step in ensuring that the regulatory infrastructure employs appropriate technology and system design to meet the industry's current and future requirements.

[We commend] the CSA for undertaking the proposed integrated information and filing system, as the existing databases and processes are outdated and have exceeded their useful lifespan.

We are very encouraged that the CSA has adopted a harmonized approach to [SEDAR+] as we anticipate that this approach will result in a more efficient exchange of information, thereby increasing productivity for both registrants and regulators.

We are fully in support of the concept behind [SEDAR+] referred to in the CSA Notice. Replacing these outdated platforms with a single, nationally harmonized platform could reduce the regulatory burden of compliance while improving the efficient flow of information that underpins fair and transparent capital markets.

[SEDAR+] will provide long-term added value to industry, regulators and investors if an open architecture path is chosen.

We appreciate the CSA's adoption of the existing principal jurisdiction analysis in Multilateral Instrument 11-102 Passport System in [NI 13-103].

 

2.

Comments related to [SEDAR+] generally

Many of the commenters provided feedback and suggestions on matters related to the design, development and implementation of [SEDAR+]. These include comments related to system design, implementation, testing prior to launch, search functionality, systems governance, functionality related to data mining and data. We also received comments on the design of the components of the system related to the Disciplined List, the CTO Database, and the National Registration Database, and comments related to filing of reports of exempt distribution and associated fees.

We thank the commenters for their feedback and suggestions, however these comments are outside of the scope of the NI 13-103. [SEDAR+] program staff have reached out directly to commenters to discuss these comments further in connection with their ongoing work on system design, development and implementation.

 

3.

Documents required in connection with a hearing, compliance review, proceeding or investigation

Two commenters commented on the decision that documents required in connection with a hearing, compliance review, proceeding or investigation will never be filed or delivered through [SEDAR+].

Hearings, compliance reviews, proceedings, and investigations are local jurisdictional responsibilities. SEDAR+ in its initial phases is focused primarily on national filings, and not on local filings or transfers of large files. Local jurisdictions will continue to receive documents required in connection with a hearing, compliance review, proceeding, or investigation outside of SEDAR+ as they do now.

One of the commenters questioned why these documents should not be filed or delivered through [SEDAR+], given the system security presumed to be included. The commenter noted that allowing for the electronic exchange of these types of documents would further eliminate regulatory burden for registrants and increase efficiency for regulators.

 

The other commenter urged the CSA to expand its system capabilities to allow for the filing of these documents to be delivered securely and seamlessly to the relevant CSA staff. The commenter stated that parallel systems of this nature would considerably improve information flow, reduce regulatory burden, and address several long-standing technology challenges and frustrations that registrants experience when communicating information during a compliance review or otherwise; several firms have difficulties transmitting large files via email, necessitating several smaller emails to the regulator, causing unnecessary work and fragmentation of documents during what is already a resource, time and document-intensive process.

 

4.

Changing access status of a document

Two commenters noted that CP 13-103 states that there are limited circumstances in which the CSA will consider changing the access status of a document from public to private in [SEDAR+] without a formal request for confidentiality, which include instances in which a person or company that is entitled to file a redacted version of a material contract or agreement "transmits a non-redacted version of the document as a result of technical software errors in electronic redaction software". The commenter believes that this is too restrictive, as it would not permit the change of access status where information is mistakenly filed without redaction, and recommended that the provision be amended to permit a change of access status to private when there has been any mistake in filing a properly redacted version.

We have considered the comments and agree that the provision is too restrictive. We have broadened the provision to permit a change of access status to private in all circumstances where a filer is entitled to file a redacted version of a material contract or agreement, and transmits a non-redacted version in error. This would include technical software errors in electronic redaction software, as well as other errors.

 

5.

Requirement to update profile

Two commenters commented on the provision of NI 13-103 requiring that, where information in a profile becomes inaccurate, the profile must be updated at the earlier of the next time a document is transmitted through the system, or 10 days after the date on which the information becomes inaccurate. The commenter recommended that, in order to reduce the potential burden imposed by this obligation, the CSA consider a more nuanced approach by assessing the relative importance of the information within the profile, and that more critical profile information should be updated within 10 days, while less critical profile information could be updated when a document is next transmitted through [SEDAR+].

We have considered the suggestions made by the commenters; however, we think that profile information is important information used by market participants, investors and the CSA that needs to be kept current. Also, we do not think that there is a significant burden associated with updating profile information within the timeframes provided.

 

ANNEX E

CONSEQUENTIAL AMENDMENTS TO INSTRUMENTS AND POLICIES

The adoption of NI 13-103 results in certain consequential amendments and changes to existing instruments and policies. Consequential amendments and changes involve replacing references to SEDAR, the SEDAR website, the SEDAR Filing Manual and NI 13-101. The amendments and changes also address electronic transmission of documents that are required or permitted to be provided to a securities regulatory authority or regulator, including the types of documents that are not required to be transmitted on SEDAR+ because of the phased implementation of SEDAR+.

We are making consequential amendments and changes to the following instruments and policies effective on the date of the coming into force of NI 13-103:

• Multilateral Instrument 11-102 Passport System and Companion Policy 11-102CP Passport System;

• National Policy 11-201 Electronic Delivery of Documents;

• National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions;

• National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions;

• National Policy 11-206 Process for Cease to be a Reporting Issuer Applications;

• National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions;

• National Policy 12-202 Revocation of Certain Cease Trade Orders;

• National Policy 12-203 Management Cease Trade Orders;

• National Instrument 41-101 General Prospectus Requirements and Companion Policy 41-101CP General Prospectus Requirements;

• National Policy 41-201 Income Trusts and Other Indirect Offerings;

• National Instrument 43-101 Standards of Disclosure for Mineral Projects and Companion Policy 43-101CP Standards of Disclosure for Mineral Projects;

• National Instrument 44-101 Short Form Prospectus Distributions and Companion Policy 44-101CP Short Form Prospectus Distributions;

• National Instrument 44-102 Shelf Distributions and Companion Policy 44-102CP Shelf Distributions;

• Companion Policy 44-103CP Post-Receipt Pricing;

• National Instrument 45-102 Resale of Securities and Companion Policy 45-102CP Resale of Securities;

• National Instrument 45-106 Prospectus Exemptions and Companion Policy 45-106CP Prospectus Exemptions;

• National Policy 46-201Escrow for Initial Public Offerings;

• National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and Companion Policy 51-101CPStandards of Disclosure for Oil and Gas Activities;

• National Instrument 51-102 Continuous Disclosure Obligations and Companion Policy 51-102CP Continuous Disclosure Obligations;

• Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets and Companion Policy 51-105CP Issuers Quoted in the U.S. Over-the-Counter Markets;

• National Policy 51-201 Disclosure Standards;

• Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards;

• Companion Policy 52-108CP Auditor Oversight;

• Companion Policy 52-109CP Certification of Disclosure in Issuers' Annual and Interim Filings;

• National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure and Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure;

• National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and Companion Policy 54-101CP Communication with Beneficial Owners of Securities of a Reporting Issuer;

• National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI);

• National Instrument 55-104 Insider Reporting Requirements and Exemptions and Companion Policy 55-104CP Insider Reporting Requirements and Exemptions;

• National Instrument 58-101 Disclosure of Corporate Governance Practices;

• National Instrument 62-104 Take-Over Bids and Issuer Bids;

• Companion Policy 71-102CP Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;

• National Instrument 81-101 Mutual Fund Prospectus Disclosure and Companion Policy 81-101CP Mutual Fund Prospectus Disclosure;

• Companion Policy 81-102CP Investment Funds;

• National Instrument 81-106 Investment Fund Continuous Disclosure and Companion Policy 81-106CP Investment Fund Continuous Disclosure;

• Commentary to National Instrument 81-107 Independent Review Committee for Investment Funds, and related Quebec Policy Statement to Regulation 81-107 Respecting Independent Review Committee for Investment Funds, if applicable.

In all jurisdictions other than BC, the CSA is making consequential amendments and changes to the following instruments and policies effective on the date of the coming into force of NI 13-103:

• Multilateral Instrument 45-108 Crowdfunding and Companion Policy 45-108CP Crowdfunding;

• Companion Policy 61-101CP Protection of Minority Security Holders in Special Transactions.

 

AMENDMENTS TO MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM

1. Multilateral Instrument 11-102 Passport System is amended by this Instrument.

2. Section 1.1 is amended by

(a) deleting the definition of "SEDAR", and

(b) adding the following definition:

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.

3. Paragraph 3.3(1)(b) is amended by replacing "SEDAR" with "SEDAR+".

4. Paragraph 3.3(2)(b) is amended by replacing "SEDAR" with "SEDAR+".

5. Appendix D is amended by

(a) replacing "SEDAR" with "SEDAR+", and

(b) replacing "NI 13-101" with "NI 13-103".

Effective Date

6.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 11-102CPPASSPORT SYSTEM

1. Companion Policy 11-102CP Passport System is changed by this Document.

2. Section 1.1 is changed by deleting the definition of "MI 11-101".

3. Subsection 1.3(3) is changed by deleting "through SEDAR".

4. Section 3.3 is changed by

(a) replacing "SEDAR" with "SEDAR+", and

(b) deleting "by sending a refusal letter".

5. Section 3.5 is deleted.

6. Section 4.5 is deleted.

7. Section 4C.5 is deleted.

8. Appendix A is deleted.

Effective Date

9. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 11-201 ELECTRONIC DELIVERY OF DOCUMENTS

1. National Policy 11-201 Electronic Delivery of Documents is changed by this Document.

2. Section 3.1 is replaced by "Documents proposed to be delivered electronically should be recreated in electronic format, rather than scanned into electronic format. This is recommended because scanned documents can be difficult to transmit, store and retrieve on a cost-efficient basis and may be difficult to view upon retrieval.".

3. Subsection 3.3(5) is deleted.

4. Subsection 3.3(6) is changed by deleting ", such as SEDAR,".

Effective Date

5. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 11-202PROCESS FOR PROSPECTUS REVIEWS IN MULTIPLE JURISDICTIONS

1. National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions is changed by this Document.

2. Part 2 is changed by adding "AND INTERPRETATION" to its title.

3. Section 2.1 is changed by deleting the definition of "NI 13-101".

4. Section 2.2 is changed by replacing "NI 13-101" with "National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)".

5. Part 2 is changed by adding the following section:

2.3 Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under MI 11-102 and this policy..

6. Section 4.1 is changed by

(a) deleting "electronic",

(b) deleting "on SEDAR", and

(c) deleting the sentence "If the filer files a prospectus in paper format under NI 13-101, the filer should include this information in the cover letter for the prospectus.".

7. Section 4.3 is changed by deleting "on SEDAR".

8. Section 5.4 is changed by

(a) replacing "a first comment letter" with "initial comments", and

(b) replacing "SEDAR" with "SEDAR+".

9. Section 5.5 is changed by

(a) replacing "a first comment letter" with "initial comments", and

(b) replacing "SEDAR" with "SEDAR+".

10. Section 5.7 is changed by replacing "comment letter" with "comments".

11. The following provisions are changed by replacing "SEDAR" with "SEDAR+":

(a) subsection 6.1(1);

(b) subsection 7.1(2).

12. Subsection 7.2(2) is changed by replacing "the filer provides a letter to the principal regulator with the materials confirming the following" with "at the same time as filing the materials, the filer confirms to the principal regulator that".

13. Section 7.3 is changed by

(a) replacing "SEDAR" with "SEDAR+", and

(b) replacing "the filer provides a letter to the principal regulator with the materials confirming the following" with "at the same time as filing the materials, the filer confirms to the principal regulator that".

14. Subsection 8.1(1.1) is deleted.

15. Subsection 8.2(1) is changed by deleting "by letter".

16. The following provisions are changed by replacing "SEDAR" with "SEDAR+":

(a) subsection 8.3(1);

(b) subsection 8.4(3);

(c) section 9.3.

17. Subsection 10.1(2) is changed by replacing "the filer provides a letter to the principal regulator with the materials confirming the following" with "at the same time as filing the materials, the filer confirms to the principal regulator that".

18. Section 10.3 is changed

(a) in subsection (1) by:

(i) replacing "issues its comment letter" with "provides its comments", and

(ii) replacing "issue its comment letter" wherever the expression occurs with "provide its comments".

(b) in paragraph (1)(a) by replacing "comment letter" with "comments",

(c) in paragraph (1)(b) by replacing "comment letter" with "comments",

(d) in subsection (2) by replacing "issued its comment letter" with "provided its comments",

(e) in paragraph (2)(a) by replacing "issue a comment letter" with "provide comments",

(f) in subsection (3) by replacing "issued its comment letter" with "provided its comments", and

(g) in paragraph (3)(a) by replacing "issue a comment letter" with "provide comments".

19. Section 10.4 is changed by replacing "issue a comment letter" wherever the expression occurs with "provide comments".

20. Section 10.5 is changed by

(a) replacing "SEDAR" with "SEDAR+", and

(b) replacing "the filer provides a letter to the principal regulator with the materials confirming the following" with "at the same time as filing the materials, the filer confirms to the principal regulator that".

21. Subsection 10.6(2) is changed by replacing "SEDAR" with "SEDAR+".

22. Part 12 is changed by deleting "AND TRANSITION" in its title.

23. Section 12.2 is deleted.

Effective Date

24. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 11-203 PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

1. National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions is changed by this Document.

2. Part 2 is changed by adding "AND INTERPRETATION" at the end of its title.

3. The Policy is changed by adding the following section:

2.3 Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under MI 11-102 and this policy..

4. Subsection 3.8(5) is deleted.

5. Section 4.2 is changed by

(a) deleting "by letter", and

(b) deleting "in the pre-filing".

6. Subsections 4.3(1) and 4.4(1) are changed by deleting "in the pre-filing".

7. Section 5.1 is changed by replacing "In its application, the" with "The".

8. Section 5.3 is changed

(a) in its heading by replacing "sections 4.7 and 4.8" with "section 4.7",

(b) by deleting subsection (2),

(c) in subsection (3) by deleting "or 4.8" and "and 4.8",

(d) in paragraph (4)(a) by deleting "or 4.8(1)",

(e) by replacing paragraph (4)(b) with the following:

(b) include the date of the decision of the principal regulator for the initial application if the notice is given under section 4.7(1)(c) of MI 11-102,, and

(f) in subsection (6) by deleting "or (2)".

9. Section 5.5 is replaced with the following:

5.5 Filing

(1) As indicated in section 2.3 of this policy, National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under MI 11-102 or this policy. A filer should consult the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) to determine whether pre-filing or application materials are excluded from being filed or delivered in the System for Electronic Data Analysis and Retrieval + (SEDAR+).

(2) When pre-filing or application materials are to be transmitted through the System for Electronic Data Analysis and Retrieval + (SEDAR+), a filer should send the application materials together with the fees to

(a) the principal regulator, in the case of a passport application,

(b) the principal regulator and the OSC, in the case of a dual application, or

(c) each regulator from which the filer seeks exemptive relief, in the case of a coordinated review application.

(3) When pre-filing or application materials are excluded from being transmitted through the System for Electronic Data Analysis and Retrieval + (SEDAR+), a filer should send the application materials together with the fees to

(a) the principal regulator, in the case of a passport application,

(b) the principal regulator and the OSC, in the case of a dual application, or

(c) each regulator from which the filer seeks exemptive relief, in the case of a coordinated review application.

Filing the application concurrently in all required jurisdictions will make it easier for the principal regulator and non-principal regulators, if applicable, to process the application expeditiously.

When pre-filing or application materials are excluded from being transmitted through the System for Electronic Data Analysis and Retrieval + (SEDAR+), filers should send pre-filing or application materials using the relevant e-mail address or addresses listed below or by following the instructions at the linked web page below:

British Columbia

www.bcsc.bc.ca (click on BCSC e-services and follow the steps)

Alberta

legalapplications@asc.ca

Saskatchewan

exemptions@gov.sk.ca

Manitoba

exemptionsmsc@gov.mb.ca

Ontario

https://www.osc.ca/en/filing-documents-online

Québec

Dispenses-Passeport@lautorite.qc.ca

New Brunswick

Passport-passeport@nbsc-cvmnb.ca

Nova Scotia

nsscexemptions@gov.ns.ca

Prince Edward Island

CCIS@gov.pe.ca

Newfoundland and Labrador

securitiesexemptions@gov.nl.ca

Yukon

Corporateaffairs@gov.yk.ca

Northwest Territories

SecuritiesRegistry@gov.nt.ca

Nunavut

legal.registries@gov.nu.ca

10. Section 5.7 is changed by

(a) deleting ", fax number", and

(b) replacing "tell the filer, in the acknowledgement," with "notify the filer of".

11. Subsection 5.8(2) is changed by replacing "mark" with "treat".

12. Subsection 7.2(1) is changed by replacing "circulate" with "provide".

13. Subsection 8.1(2) is changed by deleting "or 4.8(l)(c)".

14. Part 9 is changed by deleting sections 9.2 and 9.3.

Effective Date

15. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 11-206PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS

1. National Policy 11-206 Process for Cease to be a Reporting Issuer Applications is changed by this Document.

2. Part 2 is changed by adding "AND INTERPRETATION" in its title.

3. The Policy is changed by adding the following section:

4.1. Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under Multilateral Instrument 11-102 Passport System and this policy..

4. Subsection 10(1) is deleted.

5. Section 16 is changed by

(a) deleting "by letter", and

(b) deleting "in the pre-filing".

6. Subsection 17(1) is changed by deleting "in the pre-filing".

7. Subsection 22(1) is changed by replacing "In its application, the" with "The".

8. Section 27 is replaced with the following:

Filing

27. A filer should send the application materials together with the fees to

(a) the principal regulator, in the case of a passport application, or

(b) the principal regulator and the OSC, in the case of a dual application..

9. Subsection 30(2) is changed by replacing "mark" with "treat".

10. Subsection 34(1) is changed by replacing "circulate" with "provide".

11. Part 10 is changed

(a) in its title by deleting "TRANSITION AND", and

(b) by deleting section 40.

Effective Date

12. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 11-207FAILURE-TO-FILE CEASE TRADE ORDERS AND REVOCATIONS IN MULTIPLE JURISDICTIONS

1. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions is changed by this Document.

2. Section 3 is changed by

(a) deleting the definition of "SEDAR", and

(b) adding the following definition:

"SEDAR+" means System for Electronic Data Analysis and Retrieval +;.

3. The Policy is changed by adding the following section:

5.1. Electronic Transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this policy..

4. Section 13 is changed by replacing "SEDAR" with "SEDAR+".

5. Subsection 16(1) is changed by replacing "circulate" with "provide".

6. Subsection 19(2) is changed by deleting "a copy of".

7. Section 28 is changed by replacing "to hold an annual meeting requirement" with "to hold an annual meeting".

8. Paragraph 33(1)(e) is changed by replacing "SEDAR" with"SEDAR+".

9. Section 37 is replaced with the following:

Filing

37. A filer should send the application materials, including the draft order together with the fees, where applicable, to

(a) the principal regulator or

(b) the principal regulator and the OSC, in the case of a dual application..

10. Subsection 40(2) is changed by replacing "mark" with "treat".

11. Subsection 45(1) is changed by replacing "circulate" with "provide".

Effective Date

12. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 12-202 REVOCATION OF CERTAIN CEASE TRADE ORDERS

1. National Policy 12-202 Revocation of Certain Cease Trade Orders is changed by this Document.

2. Section 2 is changed by

(a) deleting the definition of "SEDAR", and

(b) adding the following definition:

"SEDAR+" means System for Electronic Data Analysis and Retrieval +;.

3. The Policy is changed by adding the following section:

4.1. Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this policy.

4. Section 9 is changed by replacing "to hold an annual meeting requirement" with "to hold an annual meeting".

5. Paragraph 14(2)(f) is changed by replacing "SEDAR" with "SEDAR+".

Effective Date

6. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 12-203MANAGEMENT CEASE TRADE ORDERS

1. National Policy 12-203 Management Cease Trade Orders is changed by this Document.

2. Section 2 is changed by deleting the definition of "SEDAR".

3. The Policy is changed by adding the following section:

4.1. Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this policy..

4. Section 9 is changed by deleting "on SEDAR".

5. Section 14 is changed by

(a) deleting "then, for the purposes of filing on SEDAR,", and

(b) deleting "electronic".

Effective Date

6. These changes become effective on June 9, 2023.

 

AMENDMENTS TONATIONAL INSTRUMENT 41-101GENERAL PROSPECTUS REQUIREMENTS

1. National Instrument 41-101 General Prospectus Requirements is amended by this Instrument.

2. Schedule 1 -- Part A of Appendix A is amended by replacing "System for Electronic Document Analysis and Retrieval (SEDAR)" with "System for Electronic Data Analysis and Retrieval + (SEDAR+)" under the heading "General Instructions".

3. Form 41-101F1 is amended in Item 36A.1(3)(b)(ii) by replacing "www.sedar.com" with "www.sedarplus.com".

4. Form 41-101F1 is amended in Item 36A.1(5) by replacing "SEDAR" with "SEDAR+".

5. Form 41-101F2 is amended in Item 37.1 by replacing "www.sedar.com" with "www.sedarplus.com".

6. Form 41-101F3 is amended in the following items of Part B by replacing "www.sedar.com" with "www.sedarplus.com":

(a) Item 4.1(1);

(b) Item 15.1(2).

Effective Date

7.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 41-101CP TO NATIONAL INSTRUMENT 41-101GENERAL PROSPECTUS REQUIREMENTS

1. Companion Policy 41-101CP to National Instrument 41-101 General Prospectus Requirements is changed by this Document.

2. Section 1.2 is changed by adding the following subsection:

(8) Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..

3. Subsection 3.5.1(2) is changed by replacing "System for Electronic Document Analysis and Retrieval (SEDAR)" with "System for Electronic Data Analysis and Retrieval + (SEDAR+)".

4. Subsection 3.5.1(3) is changed by replacing "SEDAR" with "SEDAR+".

5. Subsection 6.5B(9) is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

6. Subsection 6.5B(11) is changed by replacing "SEDAR" with "SEDAR+".

7. Subsection 6.5B(12) is changed by replacing "SEDAR" with "SEDAR+".

8. Subsection 6.12(4) is changed by replacing "SEDAR" with "SEDAR+".

9. Subsection 6.12(7) is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

Effective Date

10. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 41-201 INCOME TRUSTS AND OTHER INDIRECT OFFERINGS

1. National Policy 41-201 Income Trusts and Other Indirect Offerings is changed by this Document.

2. In the following provisions, "SEDAR" is replaced with "SEDAR+":

(a) section 3.3;

(b) section 3.10 and its heading;

(c) section 6.1(B).

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 43-101STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS

1. National Instrument 43-101 Standards of Disclosure for Mineral Projects is amended by this Instrument.

2. Paragraph 6.4(1)(b) is amended by replacing "SEDAR" with "SEDAR+".

Effective Date

3.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 43-101CP TO NATIONAL INSTRUMENT 43-101STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS

1. Companion Policy 43-101CP to National Instrument 43-101 Standards of Disclosure for Mineral Projects is changed by this Document.

2. Subsection 4.2(1) is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

3. Subsection 4.2(11) is replaced with the following:

(11) Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..

4. Subsection 4.3(2) is changed by replacing "SEDAR" with "SEDAR+".

5. Section 6.1 is changed by deleting the following paragraph:

In addition, SEDAR might not be able to accommodate large technical report files. An issuer could have difficulty filing, and more importantly, the public could have difficulty accessing and downloading, large technical reports. An issuer should consider limiting the size of its technical reports to facilitate filing and public access to the reports.

Effective Date

6. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 44-101SHORT FORM PROSPECTUS DISTRIBUTIONS

1. National Instrument 44-101 Short Form Prospectus Distributions is amended by this Instrument.

2. Section 1.1 is amended by

(a) deleting the definition of "NI 13-101", and

(b) adding the following definition:

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.

3. Section 2.2 is amended by replacing paragraph (a) with the following:

(a) the issuer is required to transmit documents through SEDAR+;.

4. Subsection 2.3(1) is amended by replacing paragraph (a) with the following:

(a) the issuer is required to transmit documents through SEDAR+;.

5. Subsection 2.6(1) is amended by replacing paragraph (a) with the following:

(a) the issuer is required to transmit documents through SEDAR+;.

6. Form 44-101F1 is amended in Item 1.3 by replacing "www.sedar.com" with "www.sedarplus.com".

7. Form 44-101F1 is amended in Item 11.6(3)(b)(ii) by replacing "www.sedar.com" with "www.sedarplus.com".

Effective Date

8.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 44-101CP TO NATIONAL INSTRUMENT 44-101SHORT FORM PROSPECTUS DISTRIBUTIONS

1. Companion Policy 44-101CP to National Instrument 44-101 Short Form Prospectus Distributions is changed by this Document.

2. The Policy is changed by adding the following section:

1.10 Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 44-101 and this Policy..

3. Section 3.1 is changed by replacing "the issuer's filer profile for SEDAR" with "the issuer's profile for SEDAR+".

4. Subsection 3.2.1(2) is changed by replacing "System for Electronic Document Analysis and Retrieval (SEDAR)" with "System for Electronic Data Analysis and Retrieval + (SEDAR+)".

5. Subsection 3.2.1(3) is changed by replacing "SEDAR" with "SEDAR+".

Effective Date

6. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 44-102SHELF DISTRIBUTIONS

1. National Instrument 44-102 Shelf Distributions is amended by this Instrument.

2. Clause 9A.3(7)(b)(iv)(B) is amended by replacing "www.sedar.com" with "www.sedarplus.com".

Effective Date

3.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 44-102CP TO NATIONAL INSTRUMENT 44-102SHELF DISTRIBUTIONS

1. Companion Policy 44-102CP to National Instrument 44-102 Shelf Distributions is changed by this Document.

2. The Policy is changed by adding the following section:

1.1.1 Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 44-102 and this policy..

3. Section 1.3 is changed by replacing "SEDAR" with "SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

CHANGES TO COMPANION POLICY 44-103CP TO NATIONAL INSTRUMENT 44-103POST-RECEIPT PRICING

1. Companion Policy 44-103CP to National Instrument 44-103 Post-Receipt Pricing is changed by this Document.

2. The Policy is changed by adding the following section:

1.4 Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 45-102RESALE OF SECURITIES

1. National Instrument 45-102 Resale of Securities is amended by this Instrument.

2. Section 1.1 is amended by repealing the definition of "SEDAR".

3. In the following provisions, "on SEDAR" is deleted:

(a) paragraph 2.8(3)(b);

(b) paragraph 2.11(a);

(c) paragraph 2.12(a).

4. Form 45-102F1 is amended under "INSTRUCTION:" by deleting "electronically through SEDAR".

Effective Date

5.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 45-102RESALE OF SECURITIES

1. Companion Policy 45-102 Resale of Securities is changed by this Document.

2. Section 1.1 is changed by adding the following paragraph:

(4) Electronic transmission -- National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 45-102 and this policy..

3. Section 1.16 is changed:

(a) by replacing "SEDAR" with "SEDAR+", and

(b) by replacing "13-101 System for Electronic Document Analysis and Retrieval (SEDAR) and the current CSA SEDAR Filer Manual (including code updates)" with "13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) and its Companion Policy".

Effective Date

4. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 45-106PROSPECTUS EXEMPTIONS

1. National Instrument 45-106 Prospectus Exemptions is amended by this Instrument.

2. Section 1.1 is amended

(a) in the definition of "qualifying issuer" by repealing paragraph (a), and

(b) by repealing the definition of "SEDAR filer".

3. Section 5.2 is amended by repealing paragraph (b).

4. Subparagraph 5A.2(k)(i)(B) is amended by replacing "www.sedar.com" with "www.sedarplus.com".

5. Form 45-106F1 is repealed and replaced with the following form:

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 filing fee must pay the filing fee and file the information required by this form in the manner and using the templates specified in the System for Electronic Data Analysis and Retrieval + (SEDAR+) in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)).

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 filing fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction. The issuer or underwriter must pay the filing fee through SEDAR+ in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)(NI 13-103)(in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)).

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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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.

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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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 exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent daily 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 exchange rate of the Bank of Canada for the distribution period covered by the report.

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)

 

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

 

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

 

SMG

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.

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 (in Québec, Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations);

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)(in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+));

"SEDAR+ profile" means a profile required under section 4 of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data 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.

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 Disclosureand the companion policy to NI 81-106 (in Québec, Regulation 81-106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81-106 respecting Investment Fund Continuous Disclosure).

[ ] 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, firm NRD number, and SEDAR+ profile number.

Full legal name __________

Firm NRD number __________ (if applicable)

SEDAR+ profile number __________

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.

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

Provide the issuer's SEDAR+ profile number __________

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)

SEDAR + profile number __________

b) Type of investment fund

Type of investment fund that most accurately identifies the issuer (select only one).

[ ] Money market

[ ] Equity

[ ] Fixed income

[ ] Balanced

 

[ ] Alternative strategies

[ ] Cryptoasset

[ ] Other (describe)

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) 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 DISTRIBUTION

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 must 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

_____

_____

_____

End date

_____

_____

_____

YYYY

MM

DD

YYYY

MM

DD

c) Detailed purchaser information

Complete Schedule 1 of this form for each purchaser.

d) Types of securities distributed

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. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

Canadian $

 

Security code

CUSIP number (if applicable)

Description of security

Number of securities

Single or lowest price

Highest price

Total amount

 

__________

__________

__________

__________

__________

__________

__________

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.

Convertible / exchangeable security code

Underlying security code

Exercise price (Canadian $)

Expiry date (YYYY-MM-DD)

Conversion ratio

Describe other terms (if applicable)

 

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 country

Exemption relied on

Number of unique purchasers{2}

Total amount (Canadian $)

 

Total dollar amount of securities distributed

 

Total number of unique purchasers{2}

{2} In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.

{2} 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.

Province or country

Net proceeds (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.

ITEM 8 -- COMPENSATION INFORMATION

Provide information for each person (as defined in NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions)) 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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 distributed as compensation{4}

Security codes

Security code 1

Security code 2

Security code 3

 

__________

__________

__________

__________

__________

Describe terms of warrants, options or other rights __________

Other compensation{5} __________ Describe __________

Total compensation paid __________

[ ] 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 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 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.

Organization or company name

Family name

First given name

Secondary given names

Business location of non-individual or residential jurisdiction of individual

Relationship to issuer (select all that apply)

 

Province or country

D

O

P

 

__________

__________

__________

__________

__________

_____

_____

_____

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.

Organization or company name

Family name

First given name

Secondary given names

Residential jurisdiction of individual

Relationship to promoter (select one or both if applicable)

 

Province or country

D

O

 

__________

__________

__________

__________

__________

_____

_____

c) Residential address of each individual

Complete Schedule 2 of this form, including the full residential address of each individual whose name appears in Item 9(a) or (b). 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, 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

First given name

Secondary given names

 

Title

 

Telephone number

Email address

 

Signature

Date

YYYY

MM

DD

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

 

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.

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.

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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), provide the paragraph number in the definition of "accredited investor" in section 1.1 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) that applies to the purchaser. (select 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) that applies to the purchaser. (select only one)

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. 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 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.)

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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) -- For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), Schedule 1 must 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.

SCHEDULE 2 TO FORM 45-106F1 (CONFIDENTIAL DIRECTOR, 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

Questions:

Refer any questions to:

Alberta Securities Commission
Suite 600, 250 -- 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: 403-297-6454
Facsimile: 403-297-6156
Toll free in Canada: 1-877-355-0585
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: 604-899-6506
Email: FOI-privacy@bcsc.bc.ca
Public official contact regarding indirect collection of information: Privacy Officer
 
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 Office of the Superintendent
Department of Digital Government and Service NL
P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John's, Newfoundland and Labrador A1B 4J6
Attention: Superintendent of Securities
Telephone: 709-729-2571
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 Office of the Superintendent of Securities
Legal Registries Division
P.O. Box 1000, Station 570
4th Floor, Building 1106
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, Place Victoria
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: Executive Director, Securities Division
 
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@yukon.ca
Public official contact regarding indirect collection of information: Superintendent of Securities

6. Form 45-106F3 is amended in Item 2.2 by replacing "SEDAR website at www.sedar.com" with "SEDAR+ website at www.sedarplus.com".

7. Form 45-106F3 is amended in Item 2.3 by replacing "SEDAR" with "SEDAR+".

8. Form 45-106F3 is amended in Item C.1 by replacing "SEDAR" with "SEDAR+".

9. Form 45-106F3 is amended in Item D.2 by replacing "SEDAR" with"SEDAR+".

10. Form 45-106F14 is amended in Item 9 by replacing "SEDAR" with "SEDAR+".

11. Form 45-106F15 is amended in Item 40 by replacing "SEDAR" with "SEDAR+".

12. Form 45-106F19 is amended in Item 14 by replacing "www.sedar.com" with "www.sedarplus.com".

Effective Date

13.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 45-106CPPROSPECTUS EXEMPTIONS

1. Companion Policy 45-106CP Prospectus Exemptions is changed by this Document.

2. Part 2 is changed by adding the following paragraph:

2.1.01 Electronic Transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 45-106 and this Companion Policy..

3. Subsection 5.1(3) is replaced with the following:

(3) Electronic filing of Form 45-106F1 Report of Exempt Distribution

Form 45-106F1 is required to be filed in all CSA jurisdictions through the System for Electronic Data Analysis and Retrieval + (SEDAR+) in the manner and using the templates specified in SEDAR+..

Effective Date

4. These changes become effective on June 9, 2023.

 

AMENDMENTS TO MULTILATERAL INSTRUMENT 45-108CROWDFUNDING

1. Multilateral Instrument 45-108 Crowdfunding is amended by this Instrument.

2. Item 10 of Form 45-108F1 is amended by replacing "SEDAR website at www.sedar.com" with "SEDAR+ website at www.sedarplus.com".

Effective Date

3.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 45-108CPCROWDFUNDING

1. Companion Policy 45-108CP Crowdfunding is changed by this Document.

2. The Preamble to Companion Policy is changed by adding the following after the section "Multi-jurisdictional distributions" and before "PART 1 DEFINITIONS AND INTERPRETATION":

Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 46-201 ESCROW FOR INITIAL PUBLIC OFFERINGS

1. National Policy 46-201 Escrow for Initial Public Offerings is changed by this Document.

2. Section 1.2 is changed by adding the following paragraph:

(4) National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under this Policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 51-101STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIES

1. National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities is amended by this Instrument.

2. Paragraph 5.18(2)(c) is amended by replacing "SEDAR" with "SEDAR+".

3. Form 51-101F4 is amended by replacing

(a) "SEDAR" with "SEDAR+", and

(b) "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

Effective Date

4.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 51-101STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIES

1. Companion Policy 51-101 Standards of Disclosure for Oil and Gas Activities is changed by this Document.

2. The fourth opening paragraph is changed by replacing "SEDAR" with "SEDAR+".

3. The Policy is changed by adding the following section:

1.5 Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under NI 51-101 and this Companion Policy..

4. Section 2.1 is changed in the heading by replacing "SEDAR" with "SEDAR+".

5. Section 2.1 is changed by

(a) replacing "SEDAR" wherever it occurs with "SEDAR+", and

(b) replacing "National Instrument13-101 System for Electronic Document Analysis and Retrieval (SEDAR) and the current CSA "SEDAR Filer Manual"" with "National Instrument 13-103System for Electronic Data Analysis and Retrieval + (SEDAR+) and its Companion Policy".

6. Subsection 2.4(2) is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

7. Subsection 5.2(5) is changed by replacing "SEDAR" with "SEDAR+".

Effective Date

8. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 51-102CONTINUOUS DISCLOSURE OBLIGATIONS

1. National Instrument 51-102 Continuous Disclosure Obligations is amended by this Instrument.

2. Subsection 1.1(1) is amended by deleting the definition of "electronic format".

3. Paragraph 4.9(i) is amended by replacing "in electronic format" with "electronically".

4. Section 5.8 is amended by replacing "www.sedar.com" wherever it occurs with "www.sedarplus.com".

5. Section 9.1.1 is amended by replacing "SEDAR" wherever it occurs with "SEDAR+" and "non-SEDAR" wherever it occurs with "non-SEDAR+".

6. Section 9.2 is amended by replacing "SEDAR" wherever it occurs with "SEDAR+".

7. Paragraph 12.1(2)(b) is amended by replacing "in an acceptable electronic format" with "electronically".

8. In the following provisions, "in electronic format" is replaced with "electronically":

(a) Section 13.3;

(b) Section 13.4.

9. Form 51-102F1 is amended in Item 1.15(a) by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

10. Form 51-102F2 is amended in Part 1 under "Incorporating Information by Reference" by replacing

(a) "SEDAR" with "SEDAR+", and

(b) "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

11. Form 51-102F2 is amended in Item 17.1(1) by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

12. Form 51-102F3 is amended in Item 5.2(ii) under "INSTRUCTIONS" by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

13. Form 51-102F4 is amended in Part 1 under "Incorporating Material by Reference" by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

14. Form 51-102F5 is amended in Part 1 under "Incorporating Material by Reference" by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

15. Form 51-102F5 is amended in Item 16.1 of Part 2 by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

Effective Date

16.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 51-102CPCONTINUOUS DISCLOSURE OBLIGATIONS

1. Companion Policy 51-102CP Continuous Disclosure Obligations is changed by this Document.

2. Subsection 1.2(2) is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

3. The Policy is changed by adding the following section:

1.11 Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..

4. Paragraph 3.9(1)(b) is replaced with "the reporting issuer files the material change report or news release with the securities regulatory authority or regulator under the Change in Corporate Structure category on SEDAR+.".

5. Section 6.1 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

6. Section 9.2 is changed by replacing "SEDAR" with "SEDAR+".

7. Section 9.3 is changed by replacing "SEDAR" with "SEDAR+".

8. Subsection 10.3(5) is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

Effective Date

9. These changes become effective on June 9, 2023.

 

AMENDMENTS TO MULTILATERAL INSTRUMENT 51-105ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS

1. Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets is amended by this Instrument.

2. In the following provisions, "National Instrument 13-101System for Electronic Document Analysis and Retrieval (SEDAR)" is replaced with "National Instrument 13-103System for Electronic Data Analysis and Retrieval + (SEDAR+)":

(a) paragraph 5(a);

(b) subsection 7(2);

(c) subsection 8(3).

3. Form 51-105F3A is amended in the General Instructions under "Delivery" by replacing "System for Electronic Document Analysis and Retrieval (SEDAR)" with " System for Electronic Data Analysis and Retrieval + (SEDAR+)".

Effective Date

4.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 51-105CP MULTILATERAL INSTRUMENT 51-105ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS

1. Companion Policy 51-105CP Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets is changed by this Document.

2. The Policy is changed by adding the following section:

1.1 Electronic transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..

3. Section 5 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

CHANGES TO NATIONAL POLICY 51-201DISCLOSURE STANDARDS

1. National Policy 51-201 Disclosure Standards is changed by this Document.

2. Footnote 23 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

3. Subsection 6.11(2) is changed by replacing "SEDAR" with "SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

CHANGES TO COMPANION POLICY 52-107CPACCEPTABLE ACCOUNTING PRINCIPLES AND AUDITING STANDARDS

1. Companion Policy 52-107CP Acceptable Accounting Principles and Auditing Standards is changed by this Document.

2. Part 1 is changed by adding the following section:

1.5.1 Electronic Transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

CHANGES TO COMPANION POLICY 52-108CPAUDITOR OVERSIGHT

1. Companion Policy 52-108CP Auditor Oversight is changed by this Document.

2. The Companion Policy is changed by adding the following section after the Introduction and before section 1:

Electronic Transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under National Instrument 52-108 Auditor Oversight and this Policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

CHANGES TO COMPANION POLICY 52-109CP TO NATIONAL INSTRUMENT 52-109CERTIFICATION OF DISCLOSURE IN ISSUERS' ANNUAL AND INTERIM FILINGS

1. Companion Policy 52-109CP to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings is changed by this Document.

2. Part 1 is changed by adding the following section:

1.8 Electronic transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 52-112NON-GAAP AND OTHER FINANCIAL MEASURES DISCLOSURE

1. National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure is amended by this Instrument.

2. Paragraph 5(2)(c) is amended by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

Effective Date

3.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 52-112NON-GAAP AND OTHER FINANCIAL MEASURES DISCLOSURE

1. Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure is changed by this Document.

2. The Introduction under "Interpretation of "made available to the public" and "filed", "delivered" or "submitted" is changed by replacing "SEDAR" with "SEDAR+".

3. Section 5 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 54-101COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER

1. National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer is amended by this Instrument.

2. Section 1.1 is amended by adding the following definition:

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.

3. Section 2.7.1 is amended by replacing "SEDAR" wherever it occurs with "SEDAR+" and "non-SEDAR"wherever it occurs with "non-SEDAR+".

4. Section 2.7.2 is amended by replacing "SEDAR" with "SEDAR+".

Effective Date

5.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 54-101CP TO NATIONAL INSTRUMENT 54-101COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER

1. Companion Policy 54-101CP to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer is changed by this Document.

2. The Policy is changed by adding the following section:

2.8 Electronic Transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy..

3. Table A in Section 5.1 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

4. Table B in Section 5.1 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

5. Section 5.4 is changed:

(a) in subsection (1) by replacing "SEDAR" with "SEDAR+",

(b) in subsection (5) by replacing "SEDAR" wherever it occurs with "SEDAR+",

(c) in subsection (6) by replacing "SEDAR" wherever it occurs with "SEDAR+", and

(d) in subsection (8) by replacing "SEDAR" with "SEDAR+".

Effective Date

6. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 55-102SYSTEM FOR ELECTRONIC DISCLOSURE BY INSIDERS (SEDI)

1. National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) is amended by this Instrument.

2. Section 1.1 is amended in the definition of "SEDI issuer" by replacing "that is required to comply with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR), including a foreign issuer referred to under paragraph 2 of subsection 2.1(1) of that Instrument" with "that is required to comply with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)".

3. Form 55-102F1 in section 9 is amended by replacing "SEDAR" wherever it occurs with "SEDAR+".

4. Form 55-102F3 is amended in Item 1 by

(a) replacing "SEDAR" wherever it occurs with "SEDAR+", and

(b) deleting "See National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR).".

Effective Date

5.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

AMENDMENTS TO NATIONAL INSTRUMENT 55-104INSIDER REPORTING REQUIREMENTS AND EXEMPTIONS

1. National Instrument 55-104 Insider Reporting Requirements and Exemptions is amended by this Instrument.

2. Paragraph 6.2(a) is amended by replacing "SEDAR" with "SEDAR+".

3. Paragraph 6.3(e) is amended by replacing "SEDAR" with "SEDAR+".

4. Section 7.3 is amended by replacing "SEDAR" with "SEDAR+".

Effective Date

5.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 55-104CPINSIDER REPORTING REQUIREMENTS AND EXEMPTIONS

1. Companion Policy 55-104CP Insider Reporting Requirements and Exemptions is changed by this Document.

2. Section 7.2 is changed by replacing "SEDAR" with "SEDAR+".

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 58-101DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

1. National Instrument 58-101 Disclosure of Corporate Governance Practices is amended by this Instrument.

2. Section 1.1 is amended by

(a) deleting the definition of "SEDAR", and

(b) adding the following definition:

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.

3. Section 2.3 is amended by replacing "SEDAR" with "SEDAR+".

4. Form 58-101F1 is amended under "INSTRUCTION" by replacing "SEDAR" with "SEDAR+".

Effective Date

5.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 61-101CP TO MULTILATERAL INSTRUMENT 61-101 PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS

1. Companion Policy 61-101CP to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions is changed by this Document.

2. The Policy is changed by adding the following section:

1.2. Electronic Transmission - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy..

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 62-104TAKE-OVER BIDS AND ISSUER BIDS

1. National Instrument 62-104 Take-Over Bids and Issuer Bids is amended by this Instrument.

2. Subsection 3.2(5) is amended by replacing "National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)" with "National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)".

3. Subsection 3.2(6) is amended by

(a) replacing "in an acceptable electronic format" with "electronically";

(b) replacing "National Instrument 13-101System for Electronic Document Analysis and Retrieval (SEDAR)" with "National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)".

4. Form 62-104F1 is amended in Part 1(b) by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

5. Form 62-104F2 is amended in Part 1(b) by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

Effective Date

6.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 71-102CPCONTINUOUS DISCLOSURE AND OTHER EXEMPTIONS RELATING TO FOREIGN ISSUERS

1. Companion Policy 71-102CP Continuous Disclosure and Other Exemptions Relating to Foreign Issuers is changed by this Document.

2. Part 1 is changed by adding the following section:

1.5 Electronic Transmission

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Companion Policy..

3. Section 4.1 is changed in the heading by replacing "SEDAR" with "SEDAR+".

4. Section 4.1 is changed by replacing "SEDAR" wherever it occurs with "SEDAR+".

Effective Date

5. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 81-101MUTUAL FUND PROSPECTUS DISCLOSURE

1. National Instrument 81-101 Mutual Fund Prospectus Disclosure is amended by this Instrument.

2. Form 81-101F1 is amended by replacing "www.sedar.com" wherever it occurs with "www.sedarplus.com" in the following provisions:

(a) Item 3 of Part A;

(b) Item 12 of Part B.

3. Form 81-101F2 is amended in Item 24(2) by replacing "www.sedar.com" with "www.sedarplus.com".

Effective Date

4.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 81-101CP TO NATIONAL INSTRUMENT 81-101MUTUAL FUND PROSPECTUS DISCLOSURE

1. Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure is changed by this Document.

2. Subsection 2.5(1) is changed by replacing

"All documents required to be filed under the Instrument must be filed in accordance with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)."

with

"National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy.".

3. Section 2.5.1 is changed

(a) in subsection (2) by replacing "System for Electronic Document Analysis and Retrieval (SEDAR)" with "System for Electronic Data Analysis and Retrieval + (SEDAR+)", and

(b) in subsection (3) by replacing "SEDAR" with "SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

CHANGES TO COMPANION POLICY 81-102CP TO NATIONAL INSTRUMENT 81-102INVESTMENT FUNDS

1. Companion Policy 81-102CP to National Instrument 81-102 Investment Funds is changed by this Document.

2. The Companion Policy is changed by adding after Part 2:

"PART 2.1 ELECTRONIC TRANSMISSION

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy.".

Effective Date

3. These changes become effective on June 9, 2023.

 

AMENDMENTS TO NATIONAL INSTRUMENT 81-106INVESTMENT FUND CONTINUOUS DISCLOSURE

1. National Instrument 81-106 Investment Fund Continuous Disclosure is amended by this Instrument.

2. In the following provisions, "SEDAR" is replaced with "SEDAR+":

(a) paragraph 5.2(5)(d);

(b) paragraph 5.3(4)(b).

3. Paragraph 9.4(2.2)(f) is amended by replacing "www.sedar.com" with "www.sedarplus.com".

4. Paragraph 12.2.1(a)(iii) is amended by replacing "SEDAR" with "SEDAR+" and "non-SEDAR" with "non-SEDAR+".

5. In the following provisions, "SEDAR" is replaced with "SEDAR+":

(a) paragraph 12.2.1(f);

(b) subparagraph 12.2.1(g)(i);

(c) clause 12.2.1(g)(ii)(B);

(d) subparagraph 12.2.1(i)(ii).

6. Form 81-106F1 is amended in Item 1 of Part B by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

7. Form 81-106F1 is amended in Item 5(9) of Part B under "INSTRUCTIONS" by replacing "www.sedar.com" with "www.sedarplus.com".

8. Form 81-106F1 is amended in Item 1 of Part C by replacing "SEDAR at www.sedar.com" with "SEDAR+ at www.sedarplus.com".

Effective Date

9.

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

CHANGES TO COMPANION POLICY 81-106CP TO NATIONAL INSTRUMENT 81-106 INVESTMENT FUND CONTINUOUS DISCLOSURE

1. Companion Policy 81-106CP to National Instrument 81-106 Investment Fund Continuous Disclosure is changed by this Document.

2. Section 1.6 is replaced with the following:

1.6 Electronic Transmission to a Securities Regulatory Authority or Regulator - National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this Policy..

3. Subsection 8.2(4) is changed by replacing "non-SEDAR" with "non-SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

CHANGES TO COMMENTARY IN NATIONAL INSTRUMENT 81-107INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS

1. The Commentary to National Instrument 81-107 Independent Review Committee for Investment Funds is changed by this Document.

2. In the following provisions, "SEDAR" is replaced with "SEDAR+":

(a) paragraph 1 of the Commentary to section 4.4;

(b) paragraph 5 of the Commentary to section 5.3;

(c) paragraph 3 of the Commentary to section 6.2;

(d) paragraph 4 of the Commentary to section 6.3;

(e) paragraph 4 of the Commentary to section 6.4.

Effective Date

3. These changes become effective on June 9, 2023.

 

CHANGES TO POLICY STATEMENT TO REGULATION 81-107RESPECTING INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS

1. Policy Statement to Regulation 81-107 Respecting Independent Review Committee for Investment Funds is changed by this Document.

2. Section 1.1 is changed by adding the following paragraph:

3. Electronic transmission to a securities regulatory authority or regulator -

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) prescribes that each document that is required or permitted to be provided to a securities regulatory authority or regulator must be transmitted to the securities regulatory authority or regulator electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+).

The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a securities regulatory authority or regulator.

To reflect the phased implementation of SEDAR+, the Appendix of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+.

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a securities regulatory authority or regulator under the Instrument and this policy.

3. In the following provisions "SEDAR group profile number" is replaced with "SEDAR+ group profile number":

(a) Subsection 4.4(1);

(b) Subsection 5.3(5);

(c) Subsection 6.2(3);

(d) Subsection 6.3(4);

(e) Subsection 6.4(4).

Effective Date

4. These changes become effective on June 9, 2023.

 

ANNEX F

WITHDRAWAL AND REVISION OF CSA NOTICES AND CSA STAFF NOTICES

As a result of the Amendments, we are withdrawing the following CSA Notices and CSA Staff Notices effective on the date of the coming into force of NI 13-103:

• CSA Staff Notice 11-318 Guidance for Cease Trade Order Database Users;

• CSA Staff Notice 13-317 Amendments to the SEDAR Filer Manual;

• CSA Staff Notice 13-318 Changes to www.SEDAR.com;

• CSA Staff Notice 13-319 SEDAR Filer Manual Update;

• CSA Staff Notice 13-320 Regarding Implementation of Multilateral Instrument 13-102 System Fees for SEDAR and NRD and Related Consequential Amendments to CSA National Systems Rules;

• CSA Staff Notice 13-321 Update on new service provider for the operation of the CSA National Systems and implementation of Related Consequential Amendments to CSA National Systems Rules;

• CSA Staff Notice 13-322 Service Transition Cutover Date for Information Management Services and implementation of Related Consequential Amendments to CSA National Systems Rules;

• Multilateral CSA Staff Notice 13-323 Frequently Asked Questions About Making Exempt Market Offering and Disclosure Filings on SEDAR, if applicable; and

• CSA Notice 51-323 XBRL filing program and request for volunteers.

In addition, we will be revising certain CSA Staff Notices on the date of the coming into force of NI 13-103, including the following:

• CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers) (revised) to update guidance on the filing of pre-filed prospectuses on SEDAR+;

• CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under National Instrument 45-106 Prospectus Exemptions (Revised) to update guidance on the filing of reports of exempt distribution on SEDAR+;

• CSA Staff Notice 51-324 Revised Glossary to NI 51-101 Standards of Disclosure for Oil and Gas Activities to change the references to SEDAR to SEDAR+.

 

ANNEX G

LOCAL MATTERS (ONTARIO)

Introduction

This Annex to the accompanying CSA Notice sets out matters required to be addressed by the Securities Act (Ontario) (the OSA). The Ontario Securities Commission (the Commission) is publishing this Annex to supplement the CSA Notice.

In Ontario, the Amendments, the Local Amendments (defined below), as well as other required materials, were delivered to the Minister of Finance on March 22, 2023. The Minister may approve or reject the Amendments and the Local Amendments or return them for further consideration within 60 days of delivery. If, in that time frame, the Minister approves the Amendments and the Local Amendments or does not take any further action, the Amendments and the Local Amendments will come into force on June 9, 2023.

Consequential Amendments and Changes to Rules and Policies

Please note that although Annex E includes amendments and changes to the following rules and policies, they will not be adopted in Ontario as the rule or policy does not apply in Ontario:

• Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

• Companion Policy 51-105 Issuers Quoted in the U.S. Over-the-Counter Market;

• Québec Policy Statement to Regulation 81-107 Respecting Independent Review Committee for Investment Funds.

In addition to the consequential amendments and changes included in Annex E, in Ontario, we will be adopting consequential amendments and changes to local rules and policies under the OSA as set out in Schedule 1 to this Annex (the Local Amendments). The Local Amendments are intended to update the existing rules and policies with references to SEDAR+ and remove references to existing CSA systems. For example, references to SEDAR are replaced with references to SEDAR+, where appropriate, and OSC Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission will be amended to remove reference to documents required or permitted to be transmitted through SEDAR+.

Staff Notices

Similar to the CSA Staff Notices referred to in Annex F, we will also consider whether any local staff notices should be revised to reflect filing through SEDAR+. For example, once the Amendments are in effect, OSC Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer should direct issuers to file their application through SEDAR+ instead of the OSC Filing Portal. We expect to issue any such revised staff notices on or after the effective date of the Amendments.

 

SCHEDULE 1 TO ANNEX G AMENDMENTS AND CHANGES TO EXISTING LOCAL RULES AND POLICIES

AMENDMENTS TO ONTARIO SECURITIES COMMISSION RULE 11-501 ELECTRONIC DELIVERY OF DOCUMENTS TO THE ONTARIO SECURITIES COMMISSION

1. Ontario Securities Commission Rule 11-501 Electronic Delivery of Documents to the Ontario Securities Commission is amended by this Instrument.

2. Subsection 1(1) is amended by:

(a) deleting the definition of "SEDAR", and

(b) adding the following definition:

"SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);.

3. Paragraph 2(2)(a) is amended by replacing "SEDAR" with "SEDAR+".

4. The Table in Appendix A is amended:

(a) by replacing the following rows:

Securities Act, s. 1(10)

Applications to the Commission under clause 1(10) of the Securities Act

 

Securities Act, s. 1(11)

Applications to the Commission under clause 1(11) of the Securities Act

 

11-203

Pre-filings, as defined in National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions

 

11-203

Applications, as defined in National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions

with the following:

Securities Act, s. 1(10)

Applications to the Commission under clause 1(10) of the Securities Act, except applications required to be transmitted through SEDAR+

 

Securities Act, s. 1(11)

Applications to the Commission under clause 1(11) of the Securities Act, except applications required to be transmitted through SEDAR+

 

11-203

Pre-filings, as defined in National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, except pre-filings required to be transmitted through SEDAR+

 

11-203

Applications, as defined in National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions, except applications required to be transmitted through SEDAR+

and

(b) by deleting the following rows:

11-202

Pre-filings or waiver applications within the meaning of National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions

 

12-202

Applications to vary or revoke a CTO as defined in National Policy 12-202 Revocation of Certain Cease Trade Orders

 

13-101 s. 2.1

Documents to be filed with the Commission by issuers not required to comply with National Instrument 13-101 System for Electronic Document Analysis and Retrieval in accordance with section 2.1 of that Instrument

 

13-101 s. 2.3

Documents to be filed with the Commission in paper format under section 2.3 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval

 

43-101F1

Form 43-101F1 Technical Report

 

45-106F1

Form 45-106F1 Report of Exempt Distribution

 

45-106F2

Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers or any amendment to a previously filed Form 45-106F2

 

45-106F3

Form 45-106F3 Offering Memorandum for Qualifying Issuers or any amendment to a previously filed Form 45-106F3

 

45-106 s. 2.9(17.1)

Filing of marketing materials pursuant to subsection 2.9(17.1) of National Instrument 45-106 Prospectus Exemptions

 

45-106F16

Form 45-106F16 Notice of Use of Proceeds

 

45-106 s. 2.9(17.13)

Delivery of a notice of change in financial year end pursuant to subsection 2.9(17.13) of National Instrument 45-106 Prospectus Exemptions

 

45-106 s. 2.9(17.5)

Delivery of annual financial statements pursuant to subsection 2.9(17.5) of National Instrument 45-106 Prospectus Exemptions

 

45-106 s. 2.9(19.4)

Filing of an appraisal report pursuant to subsection 2.9(19.4) of National Instrument 45-106 Prospectus Exemptions

 

45-106F15

Form 45-106F15 Rights Offering Circular for Reporting Issuers

 

45-106 s. 2.1.2

Notice and materials sent pursuant to section 2.1.2 of National Instrument 45-106 Prospectus Exemptions

 

45-106 s. 2.42(2)(a)

Notice to the Commission pursuant to paragraph 2.42(2)(a) of National Instrument 45-106 Prospectus Exemptions

 

45-106 s. 4.1(4)

Letters filed with the Commission pursuant to subsection 4.1(4) of National Instrument 45-106 Prospectus Exemptions

 

45-106F19

Form 45-106F19 Listed Issuer Financing Document

 

45-108 s. 12(1)(a)

A term sheet made available to a purchaser pursuant to clause 12(1)(a) of Multilateral Instrument 45-108 Crowdfunding

 

45-108 s. 12(1)(c)

Materials summarizing the information in a crowdfunding offering document made available to a purchaser pursuant to clause 12(1)(c) of Multilateral Instrument 45-108 Crowdfunding

 

45-108F1

Form 45-108F1 Crowdfunding Offering Document

 

45-110F1

Form 45-110F1 Offering Document

 

45-501 s. 5.4

Delivery of an offering memorandum or any amendment to a previously delivered offering memorandum in accordance with section 5.4 of OSC Rule 45-501 Ontario Prospectus and Registration Exemptions

 

71-101F1

Form 71-101F1 Forms of Submission to Jurisdiction and Appointment of Agent for Service of Process

 

72-503F

Form 72-503F Report of Distributions Outside Canada

 

81-102 s. 5.8(3)

Notice to the Commission by a manager under subsection 5.8(3) of National Instrument 81-102 Investment Funds

 

81-102 s. 6.7(3)

Delivery of custodian compliance reports under subsection 6.7(3) of National Instrument 81-102 Investment Funds

 

81-102 s. 12.1(2), 12.1(3)

Compliance reports under subsection 12.1(2) or 12.1(3) of National Instrument 81-102 Investment Funds

 

81-106 s. 2.11(c)

Notice to the Commission that a mutual fund is relying on the exemption not to file its financial statements in section 2.11 of National Instrument 81-106 Investment Fund Continuous Disclosure

Effective Date

5. This Instrument comes into force on June 9, 2023.

 

CHANGES TO ONTARIO SECURITIES COMMISSION POLICY 12-602 DESIGNATING A REPORTING ISSUER IN CERTAIN OTHER CANADIAN JURISDICTIONS TO BE A REPORTING ISSUER IN ONTARIO

1. Ontario Securities Commission Policy 12-602 Designating a Reporting Issuer in Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario is changed by this Document.

2. Part 5 is replaced with the following:

PART 5 -- SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+)

5.1 Immediately upon receipt of a Designation Order, the issuer will be expected to amend its SEDAR+ profile to indicate that it is a reporting issuer in Ontario..

Effective Date

3. This change becomes effective on June 9, 2023.

 

CHANGES TO ONTARIO SECURITIES COMMISSION POLICY 51-601 REPORTING ISSUER DEFAULTS

1. Ontario Securities Commission Policy 51-601 Reporting Issuer Defaults is changed by this Document.

2. Subsection 3.4(2) is replaced with the following:

(2) As stated in Companion Policy 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103), we consider a document filed through the System for Electronic Data Analysis and Retrieval + (SEDAR+) to be filed on the day that the transmission of the document is completed. A temporary hardship exemption is available under NI 13-103 to an issuer that encounters unanticipated technical difficulties when attempting to file through SEDAR+..

3. Subsection 3.4(3) is amended by replacing "SEDAR" with "SEDAR+".

Effective Date

4. These changes become effective on June 9, 2023.

 

CHANGES TO COMPANION POLICY 72-503 DISTRIBUTIONS OUTSIDE CANADA

1. Companion Policy 72-503 Distributions Outside Canada is changed by this Document.

2. The first paragraph in Part 4 is replaced with the following:

Issuers are required to file the information required by Form 72-503F Report of Distributions Outside Canada (the Form) electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+). Please see National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) and its companion policy for further information..

Effective Date

3. This change becomes effective on June 9, 2023.

 

CSA Notice of Repeal and Replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD

CSA NOTICE OF REPEAL AND REPLACEMENT OF MULTILATERAL INSTRUMENT 13-102 SYSTEM FEES FOR SEDAR AND NRD

March 16, 2023

Introduction

The Canadian Securities Administrators (the CSA or we) are repealing and replacing Multilateral Instrument 13-102 System Fees for SEDAR and NRD (MI 13-102),{1} with a new instrument shown in Annex A (the Amendments, or the New Instrument). This Notice should be read together with the CSA notice relating to the adoption of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (NI 13-103), which is also being published today. Reference is made in this Notice to the version of the Amendments published for comment on May 2, 2019 (the Proposed Amendments).

Provided all ministerial approvals are obtained, the Amendments will come into force on June 9, 2023.

The CSA is renewing its national records filing systems. A new system (SEDAR+) will replace:

• existing CSA national systems including the System for Electronic Document Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders (SEDI) and the National Registration Database (NRD); and

• various local records filing systems.

In connection with the development of SEDAR+, the CSA has reviewed system fees for specified filings made by market participants. As a result of this review, MI 13-102 is being repealed and replaced, primarily to change the structure of the system fees provided by MI 13-102. Under the Amendments,

• system fees continue to be established on a cost-recovery basis, and

• the total system fees collected by the CSA are projected to decline.

We note that system fees are separate from any regulatory fees users must pay in any province or territory.

This notice is available on the websites of CSA jurisdictions, including:

www.lautorite.qc.ca
www.albertasecurities.com
www.bcsc.bc.ca
nssc.novascotia.ca
www.fcnb.ca
www.osc.gov.on.ca
www.fcaa.gov.sk.ca
www.mbsecurities.ca

Background

In 2013, MI 13-102 was adopted to replace the filing service charge schedules under the SEDAR Filer Manual and the NRD User Guide. Adopting MI 13-102 reduced some fee rates to reflect cost saving opportunities based on filing patterns, but retained the fee structure. The fee structure had remained unchanged since the fee models were implemented in 1997 for SEDAR and in 2003 for NRD.

SEDAR+ is intended to

• accept most securities law filings and documents,

• be secure and easy to use, and

• be more cost-effective to operate and change.

SEDAR+ is projected to be delivered in phases starting in June 2023. The first phase (Phase 1) will replace SEDAR, the Cease-Trade Order Database, the Disciplined List and certain filings in the British Columbia Securities Commission eServices system and the Ontario Securities Commission Electronic Filing Portal.

Additional requirements applicable to insiders (SEDI), registrants (NRD), regulated entities such as exchanges and self-regulatory organizations, and derivatives market participants will be addressed in future phases.

Purpose

In conjunction with the systems renewal, the CSA is revising system fees to align them to projected national system operating costs and to provide for future developments and enhancements. The changes are designed to

• reduce annual system fee revenue,

• minimize fee changes, especially for smaller filers,

• simplify the fee design by adopting flat fees and eliminating some fees, and

• add new fees for significant new services.

Substance of the Amendments

The Amendments replace principal and non-principal regulator fees with flat fees per filing type (flat fee design) paid only to a filer's principal regulator. This change substantially simplifies the system fee regime. Further, system fees for certain filing types are being removed, while some new fees for filing types will be introduced, as described below. System fees will rise in some cases (or be newly created) and fall in other cases, based primarily on filing behaviour and volume of use. Total system fees collected by the CSA are projected to decline by approximately $1.7 million (7%).

Summary of the Amendments

(i) Flat fee design

Currently, the majority of system fees are based on the number of jurisdictions with which market participants file. The Amendments instead reflect a flat fee design. This flat fee design better aligns system fees that users must pay with the CSA's anticipated costs to operate SEDAR+, based on market participants' expected system usage. A flat fee design offers significantly improved administrative simplicity for both market participants and the CSA.

(ii) Eliminating certain system fees

We have eliminated system fees associated with certain filing types, which reduces costs and simplifies the system fees levied in some areas. The filing types and their related fees that we have removed from MI 13-102 are as follows:

• Prospectus -- Distribution outside Quebec;

• Registration of an individual in an additional jurisdiction;

• Related Party Transaction Filings;

• Going Private Transaction Filings.

SEDAR users currently pay a one-time charge for creating a profile in SEDAR. Under SEDAR+, there is no charge for creating a profile.

(iii) Harmonizing system fees for similar filings and introducing system fees for new filing types

Under Item 2 of Appendix A of the New Instrument, international dealers and advisers pay a new system fee for filing a notice of reliance on the international dealer or adviser registration exemption in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103). However, international dealers and advisers will not be required to file this document using SEDAR+ until a future phase.

Items 13 and 14 of Appendix A of the New Instrument also provide new system fees for a "pre-filing" or "application" transmitted through SEDAR+. "Pre-filing" and "application" are defined broadly at the beginning of Appendix A. Both definitions include applications for exemptions, but do not cover filer profiles. However, a system fee under Item 14 is nil if it relates to a pre-filing for which a system fee has already been paid under Item 13.

Requiring a system fee for all applications aligns with the existing requirement to pay a system fee for applications for exemptions sought in connection with a prospectus filing or exemptions relating to National Instrument 81-102 Investment Funds. This means, for example, that once registrant activities are included in SEDAR+, a registrant that requires an exemption from a registration requirement would file that application for an exemption through SEDAR+ and would pay a system fee for filing that application.

Under SEDAR+, all jurisdictions require reports of exempt distribution (Form 45-106F1 Report of Exempt Distribution) to be filed through SEDAR+ and filers to pay a system fee. Today, most jurisdictions require that form to be filed on SEDAR and to pay a system fee, while British Columbia and Ontario currently require that form to be filed using local filing systems and do not require a system fee.

The above-noted new filings represent significant new activities to be handled by SEDAR+.

(iv) Transitional provision

The replacement for NRD is not a part of Phase 1. Subsection 7(1) of the New Instrument provides that all system fees relating to a registrant requirement that are required to be paid by registrants will continue to be paid through NRD until NI 13-103 requires filings and renewal through NRD to be made through SEDAR+.

Likewise, notices of reliance on an international dealer or adviser registration exemption filed by international dealers and advisers are not part of Phase 1. Under subsection 7(2) of MI 13-102, system fees for this notice do not come into effect until the notices are required to be filed through SEDAR+.

Related Provisions under NI 13-103 -- determination of principal regulator

Under NI 13-103, system fees are to be paid to a filer's "principal regulator", as defined in section 5 of NI 13-103. NI 13-103 clarifies how a filer's principal regulator is determined for the purposes of system fees. The approach taken in NI 13-103 aligns with the approach taken today in Multilateral Instrument 11-102 Passport System (MI 11-102).

Summary of Written Comments Received by the CSA

As noted above, the Proposed Amendments, together with proposed NI 13-103, were published for comment on May 2, 2019.

We received submissions from 6 commenters on the Proposed Amendments. Most of these submissions combined comments on proposed amendments to MI 13-102 and proposed NI 13-103. We have considered the comments received and thank all of the commenters for their input. The names of the commenters are contained in Annex B. A summary of comments together with our responses is in Annex C.

Copies of the comment letters were posted on the following websites:

• www.albertasecurities.com;

• www.lautorite.qc.ca;

• www.osc.gov.on.ca.

Summary of Changes in the New Instrument

There have been no substantive changes made to the New Instrument arising from the public comment period. References to the Renewed System have been changed to "SEDAR+" to reflect the name of the new system.

List of Annexes

This notice contains the following annexes:

• Annex A -- Multilateral Instrument 13-102 System Fees

• Annex B -- List of commenters

• Annex C -- Summary of Comments

• Annex D -- Local matters -- this annex is being published in any local jurisdiction that is making related changes to local securities laws, local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only.

Questions

Please refer your questions to any of the following:

Alberta Securities Commission
Lanion Beck
Senior Legal Counsel
Corporate Finance
403-355-3884
lanion.beck @asc.ca
 
British Columbia Securities Commission
Noreen Bent
Chief
Corporate Finance Legal Services
604-899-6741
nbent@bcsc.bc.ca
 
Autorité des marchés financiers
Mathieu Laberge
Legal Counsel
Legal Affairs
514-395-0337 ext.2537
1-877-525-0337 ext. 2537
mathieu.laberge@lautorite.qc.ca
 
Ontario Securities Commission
Ashley Hsu
Legal Counsel
General Counsel's Office
647-448-9337
ahsu@osc.gov.on.ca
 
Financial and Consumer Services Commission
(New Brunswick)
Frank McBrearty
Senior Legal Counsel
Securities
506-658-3119
frank.mcbrearty@fcnb.ca
 
Nova Scotia Securities Commission
Doug Harris
General Counsel, Director of Market Regulation and Policy and Secretary
902-424-4106
doug.harris@novascotia.ca

{1} While the Manitoba Securities Commission has not adopted MI 13-102, it is a participant in the system fee regime as a result of Regulation 158/2013 under The Securities Act (Manitoba). Corresponding amendments to Regulation 158/2013 are expected as a result of the repeal and replacement of MI 13-102.

 

ANNEX A

MULTILATERAL INSTRUMENT 13-102 SYSTEM FEES

Definitions

1

(1) In this Instrument,

"annual information form" means

a) an "AIF" as defined by National Instrument 51-102 Continuous Disclosure Obligations, or

b) an annual information form referred to in Part 9 of National Instrument 81-106 Investment Fund Continuous Disclosure;

"principal regulator" means the principal regulator determined under section 5 of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) ;

"shelf prospectus" means a prospectus filed under National Instrument 44-102 Shelf Distributions;

"system fee" means a fee set out in Appendix A or B.

(2) In this Instrument, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Instrument referred to in Column 2 opposite that term:

Column 1 Defined Term

Column 2 Instrument

 

CPC instrument

National Instrument 45-106 Prospectus Exemptions

 

document

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)

 

long form prospectus

National Instrument 41-101 General Prospectus Requirements

 

preliminary MJDS prospectus

National Instrument 71-101 The Multijurisdictional Disclosure System

 

rights offering circular

Section 2.1 of National Instrument 45-106 Prospectus Exemptions

 

SEDAR+

National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)

 

short form prospectus

National Instrument 41-101 General Prospectus Requirements

 

sponsoring firm

National Instrument 33-109 Registration Information

Inconsistency with other instruments

2 If there is any conflict or inconsistency between this Instrument and National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), this Instrument prevails.

System fees for transmission

3

(1) A person or company described in Column A of Appendix A must pay the corresponding system fee specified in Column C of the Appendix to the person or company's principal regulator, if the person or company transmits a filing of a type described in Column B of the Appendix.

(2) Subsection (1) does not apply unless the securities regulatory authority in the local jurisdiction is the person or company's principal regulator.

Annual registrant system fee

4 On December 31 of each year, a sponsoring firm must, for each individual registrant of the sponsoring firm, pay the system fee specified in Column C of Appendix B to the securities regulatory authority if the securities regulatory authority in the local jurisdiction is the individual registrant's principal regulator on that date.

Means of payment

5 A person or company required to pay a system fee must pay the fee through SEDAR+.

Exemption

6

(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

(3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions, opposite the name of the local jurisdiction.

Transition

7

(1) Despite section 5, a person or company required to pay a system fee under Item 1 of Appendix A or under Appendix B must pay the fee through NRD, as defined in National Instrument 31-102 National Registration Database, until National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person or company transmit, through SEDAR+, a filing of a type described in Item 1 of Appendix A or in Appendix B.

(2) Despite section 3, a person or company is not required to pay a system fee under Item 2 of Appendix A until National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person or company transmit, through SEDAR+, a filing of a type described in Item 2 of Appendix A.

Repeal

8 Multilateral Instrument 13-102 System Fees for SEDAR and NRD, which came into force on October 12, 2013, is repealed.

Effective date

9

(1) This Instrument comes into force on June 9, 2023.

(2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

Appendix A

System Fees

In this Appendix,

"application" means a request transmitted through SEDAR+ for a decision of the regulator or securities regulatory authority but, for greater certainty, does not include a pre-filing;

"pre-filing" means a request to consult with the principal regulator regarding the application of securities legislation or securities directions generally or the application of securities legislation or a direction to a particular transaction or matter or proposed transaction or matter.

Item

Column A Person or company required to file

Column B Filing Type

Column C System Fee

 

1

Sponsoring firm -- in respect of an individual registrant

Application for registration or reactivation of registration

$86

 

2

International dealer or international adviser

Annual notice of reliance on exemption from dealer registration requirement or adviser registration requirement

$350

 

3

Investment fund that is a reporting issuer

Annual financial statements

$525

 

4

Investment fund

Preliminary, pro forma, or combined preliminary and pro forma long form prospectus

$2200, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund

 

Preliminary, pro forma, or combined preliminary and pro forma simplified prospectus

$2200, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund

 

5

Reporting issuer other than an investment fund

Annual financial statements

$765

 

6

Reporting issuer, other than an investment fund, that is not a short form prospectus issuer

Annual information form

$430

 

7

Investment fund that is not a short form prospectus issuer

Annual information form

$430

 

8

Reporting issuer that is a short form prospectus issuer

Annual information form

$2530

 

9

Issuer other than an investment fund

Preliminary long form prospectus

$950

 

Preliminary prospectus governed by a CPC instrument

 

Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus

$1500

 

10

All filers

Issuer bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids or take-over bid circular filed under Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids

$350

 

11

Issuer, other than an investment fund

Rights offering circular

$1500

 

12

All filers

Report of exempt distribution

$40

 

13

All filers

Pre-filing that is transmitted through SEDAR+

$350

 

14

All filers

Application that is required to be transmitted through SEDAR+ under National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+),

 

(a)

if a pre-filing referred to in Item 13 was previously transmitted in respect of the application, and

$0

(b)

in any other case

$350

 

Appendix B

System Fees

Column A Person or company required to file

Column B Filing Type

Column C System Fee

 

Sponsoring firm -- in respect of each individual registrant sponsored by the firm

Annual registration renewal

$86

 

ANNEX B

List of Commenters

1. Canadian Investor Relations Institute (Yvette Lokker)

2. Portfolio Management Association of Canada (Katie Walmsley and Margaret Gunawan)

3. The Investment Funds Institute of Canada (Minal Upadhyaya)

4. Borden Ladner Gervais LLP (Rebecca Cowdery, Prema K.R. Thiele, Stephen Robertson and Jessica Evans)

5. Investment Industry Association of Canada (Susan Copland)

6. CI Investments Inc. (Tim Currie)

 

ANNEX C

Summary of Comments and CSA Responses

The following is a summary of comments and CSA responses in respect of the Proposed Amendments, as described in CSA Notice and Request for Comment Proposed Repeal and Replacement of Multilateral Instrument 13-102 System Fees for SEDAR and NRD published on May 2, 2019.

#

TOPIC

SUMMARIZED COMMENT

CSA RESPONSE

 

1

Support for the adoption of a new national filing system

The commenters generally support the adoption of a new national system to replace the CSA national systems.

We acknowledge the comments of support and thank the commenters.

 

The following are examples of the comments received:

We are broadly supportive of the updates being made by the CSA to the CSA national systems, including SEDAR.

Our members look forward to the implementation of a new integrated national information and filing system.

The potential benefits of the National Systems Renewal Program (NSRP) to regulators, market participants and investors are clear and significant. For regulators, a single structured database presents the opportunity to streamline internal workflow processes, break down silos, develop analytics to optimize organizational performance, and identify compliance review priorities. For market participants, the opportunity to easily access the information and data they are required to file would reduce the need for multiple manual data entries, streamline their own internal work processes, and improve compliance by enabling firms to leverage this data in their business operations and compliance supervision activities.

We are very supportive of the CSA's proposed centralized information technology system, as well as the harmonized approach the CSA is taking with respect to SEDAR+. We believe that replacing outdated, fragmented reporting systems and databases with more efficient, centralized, and secure technology is a key step in reducing regulatory burden, increasing information security, and facilitating information flow in an efficient and cost-effective manner.

We view SEDAR+ as an important opportunity to improve information flow that is worth the short-term investment for the longer-term benefit of all stakeholders, including for investors and the CSA.

We thank the CSA for the work being done to create and roll out SEDAR+. Technology and database updates are often more complex than they seem, but this undertaking is well overdue and, we believe, very worth the resources and time devoted by CSA staff to make it a reality.

We have been an advocate for modernizing the national records filing system for years and [are] pleased that the CSA has moved forward on long awaited revisions to this system.

The redevelopment of the existing outdated and unwieldy systems into an integrated framework is an important step in ensuring that the regulatory infrastructure employs appropriate technology and system design to meet the industry's current and future requirements.

We commend the CSA for undertaking the proposed integrated information and filing system, as the existing databases and processes are outdated and have exceeded their useful lifespan.

We are very encouraged that the CSA has adopted a harmonized approach to the NSRP as we anticipate that this approach will result in a more efficient exchange of information, thereby increasing productivity for both registrants and regulators.

We are fully in support of the concept behind SEDAR+. Replacing these outdated platforms with a single, nationally harmonized platform could reduce the regulatory burden of compliance while improving the efficient flow of information that underpins fair and transparent capital markets.

The NSRP will provide long-term added value to industry, regulators and investors if an open architecture path is chosen.

 

2

Comments related to NSRP generally

Many of the commenters provided feedback and suggestions on matters related to the design, development and implementation of the new NSRP system. These include comments related to system design, implementation, testing prior to launch, search functionality, systems governance, functionality related to data mining and data. We also received comments on the design of the components of this system, related to the Disciplined List, the Cease Trade Order Database, and the National Registration Database, and comments related to filing of reports of exempt distribution reports and associated fees.

We thank the commenters for their feedback and suggestions, however these comments are outside of the scope of MI 13-102. NSRP staff are reaching out directly to commenters to discuss these comments further in connection with their ongoing work on system design, development and implementation.

 

Comments related to system fees are addressed in this annex.

 

3

General support for proposed system fees

Five commenters were generally supportive of the proposed system fees. The following are examples of the comments received:

We acknowledge the comments of support and thank the commenters.

We are generally supportive of the CSA's proposed system fees for specified filings made by market participants. We agree that the flat fee structure, paid only to the principal regulator, will simplify and improve upon the current fee system.

We are generally supportive of the system fees consultation and applaud the CSA for simplifying its fee design through the imposition of flat fees, the elimination of certain fees, minimizing fee changes -- especially for small registrants, and for reducing system fees overall.

The CSA's proposal that filers only will pay fees to their principal regulator is a sensible way to simplify fee calculations and payment.

We are pleased that the CSA devised a new system fee schedule that is anticipated to result in only 1% of filers having fee increases of over $1000.

We are supportive of the CSA proposed system fees revisions to provide filers with a simplified one-stop process for submitting required disclosure documentation to the various regulators across Canadian capital markets. We also believe that the adoption of a flat fee design as opposed to the current multi-jurisdictional fee structure to both principal and non-principal regulators is a major improvement. Both of these changes are expected to reduce the administrative burden and complexity faced by reporting issuers and others as they meet their commitment to fulsome continuous disclosure.

We appreciate that the new approach to system user fees has the potential to improve the simplicity of calculating, inputting and transmitting system user fees.

The proposed fee structure provides a coherent, simplified, and fair means for charging for access and use of the system. The flat fee design, payable only to the filer's principal regulator significantly simplifies the process and will reduce the resources required by users to manage these administrative takes. It is appropriate and fair that system fees will be based primarily on filing behaviour and volume of use. We are pleased that SEDAR+ will be run on a cost recovery basis and it has been developed in an efficient manner, so that the total system fees are expected to decline.

 

4

Impact of proposed system fees on investment fund managers

Two commenters were concerned that investment fund managers can expect their system fees to increase by approximately 8%, due mainly to the new $40 fee proposed for Ontario and British Columbia exempt distribution filings in SEDAR+. The commenters noted that many investment fund managers may need to pass these increased costs on to investors.

The system fee proposal sought to have a balanced approach to fees. Overall there is a projected 7% reduction in system fees. As system fees are a very small part of an investment fund managers cost structure, we do not anticipate a noticeable resulting increase in investment product costs.

One of the commenters noted that increased costs resulting from the growing regulatory burden is contrary to the objectives of most fund companies, as they negatively affect investors' ability to achieve their savings objectives.

The other commenter noted that it is difficult for the industry to lower investment product costs for investors if regulatory costs continue to increase and urged the CSA to be mindful of the impact of fee increases on the costs of products and services to investors.

 

5

Provide regular reports

One commenter noted that the proposed fee model is designed to reflect the costs of using SEDAR+ and allow for future enhancements. The commenter encouraged the CSA to provide regular reports on system fees, finances, operations and progress updates to users of SEDAR+.

The proposed fee model is designed to reflect the costs of using SEDAR+. In some cases, relief has been provided in connection with start-up cost of SEDAR+ (i.e, no charge for intial profiles). Regular reports of the nature noted are contemplated.

 

A second commenter noted that the CSA acknowledge that certain issuers, most notably investment funds, will see their fees increase under the new system, and there will also be significant fee increases applicable to non-Canadian firms who rely on the international adviser and international dealer exemptions provided for in NI 31-103. The commenter considers it incumbent on the CSA to explain how it arrived at the overall distribution of fees amongst the various constituents using SEDAR+, and continuously report on a regular basis on that distribution. The commenter suggested that changes may be necessary based on experience in the use of SEDAR+.

 

6

New annual fee to file notice of reliance on the international adviser exemption

One commenter discussed the new annual fee payable by international advisers to file a notice of reliance on the international adviser exemption, other than for those operating solely in Ontario and satisfying the Ontario rule requirements. The commenter suggested that the proposal is unclear about how to determine the CSA member to which payment should be made, and remarked that, since the new fee model is generally dictated by a registrant's principal regulator, further clarity is needed as to how international advisers should pay the new fee.

We thank the commenter for its comment.

 

Subsection 5(3) of NI 13-103 outlines how a filer must determine their principal regulator for the purposes of determining the jurisdiction that is to be paid the system fee for a filing that is not otherwise addressed in MI 11-102. This test was designed to apply to all filers, including foreign filers.

 

Under this test, foreign filers will generally need to determine their principal regulator by identifying the jurisdiction with which they have the most "significant connection". The factors for determining "significant connection" are found in section 3.4 of National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions. Relying on this "significant connection" approach provides the most flexibility to a person filing a document that is not otherwise addressed by MI 11-102.

 

We note that registration-related filing requirements are not part of this phase of the systems replacement. Accordingly, international dealers and advisers will not be filing in SEDAR+ until a later phase of this project. They will not pay a fee until they are required to file in SEDAR+.

 

7

Late fee waiver

One commenter suggested that there should be a waiver of late fees levied under OSC Rule 13-502 and other equivalent provincial fee rules if delays are caused by SEDAR+.

There are no late fees provided in proposed MI 13-102, so a waiver under MI 13-102 is not necessary. Under section 6 of NI 13-103, temporary exemptive relief is available in the event of unanticipated technical difficulties. The temporary exemption provides 2 extra business days for a person or company to file a document with, or deliver a document to, the securities regulatory authority or regulator, if unanticipated technical difficulties prevent the person or company from transmitting the document through SEDAR+ within the time required or permitted under securities legislation.

 

ANNEX D

Local Matters

In Ontario, the Amendments as well as other required materials, were delivered to the Minister of Finance on March 22, 2023. The Minister may approve or reject the Amendments or return them for further consideration within 60 days of delivery. If, in that time frame, the Minister approves the Amendments or does not take any further action, the Amendments will come into force on June 9, 2023.

In Québec, the Amendments are adopted as a regulation made under section 331 of the Securities Act (Québec) and must be approved, with or without amendment, by the Minister of Finance. The regulation will come into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulations. It is also published in the Bulletin of the Autorité des marchés financiers.

In Saskatchewan:

(1) the Instrument comes into force on June 9, 2023;

(2) despite subsection (1), if the Instrument is filed with the Registrar of Regulations after June 9, 2023, the Instrument comes into force on the day on which it is filed with the Registrar of Regulations.

 

IPOs, New Issues and Secondary Financings

INVESTMENT FUNDS

Issuer Name:

Desjardins 1-5 year Laddered Canadian Corporate Bond Index ETF
Desjardins 1-5 year Laddered Canadian Government Bond Index ETF
Desjardins Alt Long/Short Equity Market Neutral ETF
Desjardins Alt Long/Short Global Equity Markets ETF
Desjardins Canadian Preferred Share Index ETF
Desjardins Canadian Short Term Bond Index ETF
Desjardins Canadian Universe Bond Index ETF
Desjardins RI Developed ex-USA ex-Canada -- Low CO2 Index ETF
Desjardins RI Emerging Markets -- Low CO2 Index ETF
Desjardins SocieTerra American Equity ETF
Principal Regulator -- Quebec

Type and Date:

Final Long Form Prospectus dated Mar 15, 2023
NP 11-202 Final Receipt dated Mar 16, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03488817

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Profile Emerging Markets Private Pool II
iProfile International Equity Private Pool II
Principal Regulator -- Manitoba

Type and Date:

Preliminary Simplified Prospectus dated Mar 17, 2023
NP 11-202 Preliminary Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03504485

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Fidelity Global Growth Private Pool
Principal Regulator -- Ontario

Type and Date:

Final Simplified Prospectus dated Mar 16, 2023
NP 11-202 Final Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03484288

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

NBI Canadian Core Plus Bond Fund
NBI Diversified Canadian Equity Private Portfolio
NBI Diversified International Equity Private Portfolio
NBI Diversified U.S. Equity Private Portfolio
NBI Global Small Cap Fund
Principal Regulator -- Quebec

Type and Date:

Combined Preliminary and Pro Forma Simplified Prospectus dated Mar 13, 2023
NP 11-202 Preliminary Receipt dated Mar 14, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03502415

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Purpose USD Cash Management Fund
Principal Regulator -- Ontario

Type and Date:

Combined Preliminary and Pro Forma Simplified Prospectus dated Mar 15, 2023
NP 11-202 Preliminary Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03503636

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

IG Core Portfolio -- Balanced Growth II
IG Core Portfolio -- Balanced II
IG Core Portfolio -- Growth II
IG Core Portfolio -- Income Balanced II
IG JPMorgan Emerging Markets Fund II
IG Mackenzie Betterworld SRI Fund II
IG Mackenzie European Equity Fund II
IG Mackenzie European Mid-Cap Equity Fund II
IG Mackenzie Global Financial Services Fund II
IG Mackenzie Global Natural Resources Fund II
IG Mackenzie International Small Cap Fund II
IG Mackenzie Ivy European Fund II
IG Mackenzie Pacific International Fund II
IG Mackenzie Pan Asian Equity Fund II
IG Mackenzie Science & Technology Fund II
IG Mackenzie U.S. Opportunities Fund II
IG Managed Risk Portfolio -- Balanced II
IG Managed Risk Portfolio -- Growth Focus II
IG Managed Risk Portfolio -- Income Balanced II
JPMorgan -- IG Emerging Markets Pool II
Principal Regulator -- Manitoba

Type and Date:

Final Simplified Prospectus dated Mar 17, 2023
NP 11-202 Final Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03492695

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Willoughby Investment Pool
Principal Regulator -- British Columbia

Type and Date:

Preliminary Simplified Prospectus dated Mar 15, 2023
NP 11-202 Preliminary Receipt dated Mar 15, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03501926

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Manulife Smart Global Bond ETF
Manulife Smart Global Dividend ETF Portfolio
Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated Mar 20, 2023
NP 11-202 Preliminary Receipt dated Mar 20, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03504929

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Middlefield Health & Wellness ETF
Middlefield Healthcare Dividend ETF (formerly Middlefield Healthcare & Life Sciences ETF)
Middlefield Innovation Dividend ETF (formerly Global Innovation Dividend Fund)
Middlefield Real Estate Dividend ETF (formerly Middlefield REIT INDEXPLUS ETF)
Middlefield Sustainable Global Dividend ETF (formerly Global Dividend Growers Income Fund)
Middlefield Sustainable Infrastructure Dividend ETF (formerly Sustainable Infrastructure Dividend Fund)
Middlefield U.S. Equity Dividend ETF (formerly Middlefield American Core Dividend ETF)
Principal Regulator -- Ontario

Type and Date:

Final Long Form Prospectus dated Mar 16, 2023
NP 11-202 Final Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03488842

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Mackenzie Private Global Income Balanced Pool
Mackenzie Private Income Balanced Pool
Principal Regulator -- Ontario

Type and Date:

Amendment #2 to Final Simplified Prospectus dated March 10, 2023
NP 11-202 Final Receipt dated Mar 15, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03445059

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Ninepoint Bitcoin ETF
Principal Regulator -- Ontario

Type and Date:

Amendment #1 to Final Long Form Prospectus dated March 13, 2023
NP 11-202 Final Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03365895

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Bitcoin ETF
Ether ETF
Principal Regulator -- Ontario

Type and Date:

Amended and Restated to Final Long Form Prospectus dated March 10, 2023
NP 11-202 Final Receipt dated Mar 15, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03351389

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

MDPIM Emerging Markets Equity Pool
Principal Regulator -- Ontario

Type and Date:

Amendment #1 to Final Simplified Prospectus dated March 10, 2023
NP 11-202 Final Receipt dated Mar 16, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03371270

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

BMO U.S. Dollar Money Market Fund
BMO Emerging Markets Fund
BMO Greater China Class
BMO Sustainable Opportunities China Equity Fund
Principal Regulator -- Ontario

Type and Date:

Amendment #2 to Final Simplified Prospectus dated February 28, 2023
NP 11-202 Final Receipt dated Mar 14, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03371204

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canadian Equity Fund
Canadian Small Company Equity Fund
U.S. Large Cap Index Fund
U.S. Large Company Equity Fund
U.S. Small Company Equity Fund
International Equity Fund
Emerging Markets Equity Fund
Global Managed Volatility Fund
Canadian Fixed Income Fund
Long Duration Bond Fund
Money Market Fund
Real Return Bond Fund
Short Term Bond Fund
Short Term Investment Fund
U.S. High Yield Bond Fund
Balanced 60/40 Fund
Balanced Monthly Income Fund
Conservative Monthly Income Fund
Growth 100 Fund
Growth 80/20 Fund
Income 100 Fund
Income 20/80 Fund
Income 40/60 Fund
Global Equity Pool (formerly, All Equity Fund)
Global Balanced Growth Pool (formerly, Balanced Growth Fund)
Global Neutral Balanced Pool (formerly, Neutral Balanced Fund)
Income Balanced Pool (formerly, Income Balanced Fund)
Principal Regulator -- Ontario

Type and Date:

Amended and Restated to Final Simplified Prospectus dated March 17, 2023
NP 11-202 Final Receipt dated Mar 20, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03390802

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Evolve Cryptocurrencies ETF
Principal Regulator -- Ontario

Type and Date:

Amendment #2 to Final Long Form Prospectus dated March 10, 2023
NP 11-202 Final Receipt dated Mar 15, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03409909

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Mackenzie Private Global Income Balanced Pool
Mackenzie Private Income Balanced Pool
Mackenzie Maximum Diversification All World Developed ex North America Index Fund
Mackenzie Maximum Diversification Developed Europe Index Fund
Mackenzie Maximum Diversification Emerging Markets Index Fund
Principal Regulator -- Ontario

Type and Date:

Amendment #2 to Final Simplified Prospectus dated March 10, 2023
NP 11-202 Final Receipt dated Mar 15, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03414600

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

iShares U.S. High Yield Fixed Income Index ETF (CAD-Hedged)
iShares Short Term High Quality Canadian Bond Index ETF
iShares High Quality Canadian Bond Index ETF
Principal Regulator -- Ontario

Type and Date:

Amendment #4 to Final Long Form Prospectus dated March 13, 2023
NP 11-202 Final Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03387864

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Horizons Emerging Markets Leaders ETF
Principal Regulator -- Ontario

Type and Date:

Amendment #2 to Final Long Form Prospectus dated March 13, 2023
NP 11-202 Final Receipt dated Mar 17, 2023

Offering Price and Description:

-

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #03324203

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

NON-INVESTMENT FUNDS

Issuer Name:

Aurora Cannabis Inc.
Principal Regulator -- Alberta

Type and Date:

Preliminary Shelf Prospectus dated March 17, 2023
NP 11-202 Preliminary Receipt dated March 17, 2023

Offering Price and Description:

U.S.$650,000,000.00 -- Common Shares Warrants Options Subscription Receipts Debt Securities Units

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3504638

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canada Goose Holdings Inc.
Principal Regulator -- Ontario

Type and Date:

Preliminary Shelf Prospectus dated March 20, 2023
NP 11-202 Preliminary Receipt dated March 20, 2023

Offering Price and Description:

Debt Securities, Preferred Shares, Subordinate Voting Shares, Warrants, Subscription Receipts, Units

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3504945

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Eastern Precious Metals Corp.
Principal Regulator -- Ontario

Type and Date:

Preliminary Long Form Prospectus dated March 17, 2023
NP 11-202 Preliminary Receipt dated March 20, 2023

Offering Price and Description:

8,500,000.00 -- Common Shares issued upon automatic conversion of outstanding Special Warrants

Underwriter(s) or Distributor(s):

-

Promoter(s):

Aaron Eisenberg
Raymond David Harari Benaim

Project #3504178

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Empress Royalty Corp.
Principal Regulator -- British Columbia

Type and Date:

Preliminary Shelf Prospectus dated March 13, 2023
NP 11-202 Preliminary Receipt dated March 14, 2023

Offering Price and Description:

$200,000,000.00 -- COMMON SHARES, WARRANTS, DEBT SECURITIES
UNITS

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3502748

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

HIVE Blockchain Technologies Ltd.
Principal Regulator -- British Columbia

Type and Date:

Preliminary Shelf Prospectus dated March 16, 2023
NP 11-202 Preliminary Receipt dated March 17, 2023

Offering Price and Description:

US$100,000,000.00 -- Common Shares, Warrants, Subscription Receipts, Units, Debt Securities, Share Purchase Contracts, Rights

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3504301

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Plaza Retail REIT
Principal Regulator -- New Brunswick

Type and Date:

Preliminary Short Form Prospectus dated March 14, 2023
NP 11-202 Preliminary Receipt dated March 14, 2023

Offering Price and Description:

$40,004,640.00 -- 8,548,000 Units
Price: $4.68 per Offered Unit

Underwriter(s) or Distributor(s):

RBC DOMINION SECURITIES INC.
CIBC WORLD MARKETS INC.
BMO NESBITT BURNS INC.
SCOTIA CAPITAL INC.
TD SECURITIES INC.
DESJARDINS SECURITIES INC.
IA PRIVATE WEALTH INC.
LAURENTIAN BANK SECURITIES, INC.
CANACCORD GENUITY CORP.

Promoter(s):

-

Project #3501317

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Vizsla Silver Corp.
Principal Regulator -- British Columbia

Type and Date:

Preliminary Shelf Prospectus dated March 14, 2023
NP 11-202 Preliminary Receipt dated March 14, 2023

Offering Price and Description:

US$400,000,000.00 -- Common Shares, Debt Securities, Subscription Receipts, Warrants, Units

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3502867

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Canada Goose Holdings Inc.
Principal Regulator -- Ontario

Type and Date:

Final Shelf Prospectus dated March 20, 2023
NP 11-202 Receipt dated March 20, 2023

Offering Price and Description:

Debt Securities, Preferred Shares, Subordinate Voting Shares, Warrants, Subscription Receipts, Units

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3504945

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Cen-ta Real Estate Ltd.
Plum Financial Group Inc. (formerly Plum Financial Planning Ltd.)

Type and Date:

Final Long Form Prospectus dated March 17, 2023
Receipted on March 17, 2023

Offering Price and Description:

0.00

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3491364

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Global Atomic Corporation
Principal Regulator -- Ontario

Type and Date:

Final Short Form Prospectus dated March 13, 2023
NP 11-202 Receipt dated March 14, 2023

Offering Price and Description:

$50,000,001.00 -- 16,666,667 Units
Price: $3.00 per Unit

Underwriter(s) or Distributor(s):

RED CLOUD SECURITIES INC.

Promoter(s):

-

Project #3500277

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Journey Energy Inc.
Principal Regulator -- Alberta

Type and Date:

Final Short Form Prospectus dated March 15, 2023
NP 11-202 Receipt dated March 15, 2023

Offering Price and Description:

$17,500,003.00 -- 2,643,505 FLOW-THROUGH SHARES
$6.62 PER FLOW-THROUGH SHARE

Underwriter(s) or Distributor(s):

STIFEL NICOLAUS CANADA INC.
CORMARK SECURITIES INC.
ACUMEN CAPITAL FINANCE PARTNERS LIMITED
EIGHT CAPITAL
PETERS & CO. LIMITED

Promoter(s):

-

Project #3499967

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Plum Financial Group Inc. (formerly Plum Financial Planning Ltd.)
Cen-ta Real Estate Ltd.

Type and Date:

Final Long Form Prospectus dated March 17, 2023
Receipted on March 17, 2023

Offering Price and Description:

0.00

Underwriter(s) or Distributor(s):

-

Promoter(s):

-

Project #3491363

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Issuer Name:

Yangarra Resources Ltd.
Principal Regulator -- Alberta

Type and Date:

Final Short Form Prospectus dated March 17, 2023
NP 11-202 Receipt dated March 17, 2023

Offering Price and Description:

$15,000,224.00
5,905,600 FLOW-THROUGH SHARES
$2.54 PER FLOW-THROUGH SHARE

Underwriter(s) or Distributor(s):

ATB CAPITAL MARKETS INC.
CIBC WORLD MARKETS INC.
RAYMOND JAMES LTD.
ACUMEN CAPITAL FINANCE
PARTNERS LIMITED
CANACCORD GENUITY CORP.
PARADIGM CAPITAL INC.

Promoter(s):

-

Project #3501213

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

 

Registrations

Registrants

Type

Company

Category of Registration

Effective Date

 

New Registration

LM Asset (IM) Inc.

Investment Fund Manager and Exempt Market Dealer

March 15, 2023

 

Change Registration Category

Auspice Capital Advisors Ltd.

From: Commodity Trading Manager, Exempt Market Dealer, Investment Fund Manager

March 17, 2023

 

To: Commodity Trading Manager, Exempt Market Dealer, Investment Fund Manager, Portfolio Manager

 

Name Change

From: Knowledge First Financial Inc. / La Première financière du savoir

Scholarship Plan Dealer and Investment Fund Manager

February 27, 2023

 

To: Embark Student Corp. / Embark étudiant corp.