Securities Law

BCN 2005/37 - Advance Notice of National Instrument 45-106 Prospectus and Registration Exemptions [BCN - Lapsed]

Published Date: 2005-07-08
Effective Date: 2005-07-07
Rescinded Date: 2012-05-31
Related Document(s):

Concurrently Published:

In the attached advance notice, the Canadian Securities Administrators announce the expected implementation of National Instrument 45-106 Prospectus and Registration Exemptions, effective September 14, 2005.

July 7, 2005

Douglas M. Hyndman

This Notice may refer to other documents. These documents can be found at the B.C. Securities Commission public website at in the section Securities Law & Policy: Policies & Instruments.




National Instrument 45-106 Prospectus and Registration Exemptions,
Form 45-106F1, Form 45-106F2, Form 45-106F3, Form 45-106F4, Form 45-106F5 and Companion Policy 45-106CP Prospectus and Registration Exemptions 


July 8, 2005


We, the Canadian Securities Administrators (CSA), have developed National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106), a rule that harmonizes and consolidates exemptions from the prospectus and registration requirements contained in provincial statutes, and national, multilateral and local instruments. Some of the exemptions require that forms be filed. The required forms are Form 45-106F1 Report of Exempt Distribution, Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, Form 45-106F3 Offering Memorandum for Qualifying Issuers, Form 45-106F4 Risk Acknowledgment and Form 45-106F5 Risk Acknowledgment-Saskatchewan Close Personal Friends and Close Business Associates (the Forms). NI 45-106 and the Forms are together referred to as the Instrument.


Companion Policy 45-106CP Prospectus and Registration Exemptions (the Policy) includes explanations, discussion and examples on how the CSA will interpret and apply the Instrument. 

Concurrent with the publication of this notice is an additional CSA Notice setting out the following consequential amendments:


1.      Repeal of

  • National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements;
  • Multilateral Instrument 45-103 Capital Raising Exemptions,
  • Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants, and
  • National Instrument 62-101 Control Block Distribution Issues.


2.      Amendments to

  • National Instrument 33-105 Underwriting Conflicts,
  • National Instrument 45-101 Rights Offerings, and
  • National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues, and


3.      Amending and renaming Multilateral Instrument 45-102 Resale of Securities.


Each jurisdiction will publish a local notice proposing certain local repeals and amendments.  The local notice will also cite local exemptions that are being repealed and not carried forward in the Instrument. 

Upon final publication of the Instrument we will publish a third CSA Staff Notice that will cite remaining local exemptions for each jurisdiction. 


The Instrument has been made or is expected to be made by each member of the CSA, and will be implemented as

  • a rule in each of British Columbia, Alberta, Manitoba, Ontario and Nova Scotia, Prince Edward Island, New Brunswick and Newfoundland and Labrador;
  • a commission regulation in Saskatchewan and a regulation in Québec; and
  • a policy in all other jurisdictions represented by the CSA.


We also expect the Policy will be adopted in all jurisdictions. 

The Instrument will be implemented in British Columbia, subject to obtaining the requisite ministerial approval.


In Québec, the Instrument is a regulation made under section 331.1 of The Securities Act (Québec) and must be approved, with or without amendment, by the Minister of Finance. The Instrument will come into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulation. 

Provided all necessary approvals are obtained, the Instrument and consequential amendments will come into force on September 14, 2005.


Substance and Purpose
The Instrument

  • harmonizes the majority of prospectus and registration exemptions among Canadian jurisdictions;
  • replaces most existing local exemptions;
  • consolidates many exemptions to make them more straightforward and user friendly 

Summary of Written comments Received by the CSA
During the comment period, we received submissions from 30 commenters on the Instrument and the Policy.  We have considered the comments received and thank all the commenters.  The names of the 30 commenters and the summary of the comments on the Instrument and the Policy, together with our responses, are contained in Appendices A and B to this notice.  

After considering the comments, we have made amendments to the Instrument and the Policy.  However, as these changes are not material, we are not republishing the Instrument or the Policy for a further comment period.


Summary of Changes to the Instrument and Policy
See Appendix C for a description of the noteworthy changes made to the Instrument and Policy. 

Table of Concordance
See Appendix D for a Table of Concordance that cites the location in the Instrument of existing prospectus and dealer registration exemptions for all jurisdictions.  The Table of Concordance is being published concurrently with this CSA Notice in Alberta, British Columbia, Saskatchewan, Québec, Ontario and Nova Scotia.   

Please refer your questions to any of: 

Blaine Young
Senior Legal Counsel
Alberta Securities Commission
(403) 297-4220 

Patricia Leeson
Senior Legal Counsel
Alberta Securities Commission
(403) 297-5222 

Shawn Taylor
Legal Counsel
Alberta Securities Commission
(403) 297-4770 

Leslie R. Rose
Senior Legal Counsel
Policy, Capital Markets Regulation
British Columbia Securities Commission
(604) 899-6654 

Dean Murrison
Deputy Director, Legal/Registration
Securities Division
Saskatchewan Financial Services Commission
(306) 787-5879

Chris Besko
Legal Counsel - Deputy Director
The Manitoba Securities Commission
(204) 945-2561

Sylvie Lalonde
Conseillère en réglementation
Autorité des marchés financiers
(514) 395-0558, poste 4398 

Erez Blumberger
Assistant Manager, Corporate Finance Branch
Ontario Securities Commission
(416) 593-3662 

David Chasson
Legal Counsel, Corporate Finance Branch
Ontario Securities Commission
(416) 595-8945 

Marsha Gerhart
Senior Legal Counsel, Capital Markets Branch
Ontario Securities Commission
(416) 595-8918 

Jo-Anne Matear
Senior Legal Counsel, Corporate Finance Branch
Ontario Securities Commission
(416) 593-2323

Darren McKall
Senior Legal Counsel, Investment Funds Branch
Ontario Securities Commission
(416) 593-8118

Shirley Lee
Staff Solicitor
Nova Scotia Securities Commission
(902) 424-5441 

Susan Powell
Legal Counsel, Market Regulation
New Brunswick Securities Commission
(506) 643-7697 

Katherine Tummon, Legal Counsel
Prince Edward Island Securities Office
(902) 368-4542 

Paul Myrden
Program & Policy Development
Securities Commission of Newfoundland and Labrador
Government of Newfoundland & Labrador
(709) 729-0605


Tony S.K. Wong, Registrar, Securities & Corporate Registries
Northwest Territories Securities Registry
(867) 920-3318

Gary Crowe, Registrar of Securities
Government of Nunavut, Justice Department
(867) 975-6190 

Richard Roberts, Registrar of Securities
Government of Yukon
(867) 667-5225