Securities Law

45-106 - Prospectus and Registration Exemptions [NI - Rescinded] - For financial years beginning on or after January 1, 2011

Published Date: 2011-06-24
Effective Date: 2011-06-30
Rescinded Date: 2011-10-03
Document(s):

Concurrently Published:

Table of Contents

PART 1: DEFINITIONS AND INTERPRETATION
1.1 Definitions
1.2 Interpretation of indirect interest
1.3 Affiliate
1.4 Control
1.5 Registration requirement
1.6 Definition of distribution - Manitoba
1.7 Definition of trade - Québec

PART 2: PROSPECTUS EXEMPTIONS

Division 1: Capital Raising Exemptions
2.1 Rights offering
2.2 Reinvestment plan
2.3 Accredited investor
2.4 Private issuer
2.5 Family, friends and business associates
2.6 Family, friends and business associates - Saskatchewan
2.7 Founder, control person and family - Ontario
2.8 Affiliates
2.9 Offering memorandum
2.10 Minimum amount investment

Division 2: Transaction Exemptions
2.11 Business combination and reorganization
2.12 Asset acquisition
2.13 Petroleum, natural gas and mining properties
2.14 Securities for debt
2.15 Issuer acquisition or redemption
2.16 Take-over bid and issuer bid
2.17 Offer to acquire to security holder outside local jurisdiction

Division 3: Investment Fund Exemptions
2.18 Investment fund reinvestment
2.19 Additional investment in investment funds
2.20 Private investment club
2.21 Private investment fund - loan and trust pools

Division 4: Employee, Executive Officer, Director and Consultant Exemptions
2.22 Definitions
2.23 Interpretation
2.24 Employee, executive officer, director and consultant
2.25 Unlisted reporting issuer exception
2.26 Distributions among current or former employees, executive officers, directors, or consultants of non-reporting issuer
2.27 Permitted transferees
2.28 Limitations re: permitted transferees
2.29 Issuer bid

Division 5: Miscellaneous Exemptions
2.30 Isolated distribution by issuer
2.31 Dividends and distributions
2.32 Distribution to lender by control person for collateral
2.33 Acting as underwriter
2.34 Specified debt
2.35 Short-term debt
2.36 Mortgages
2.37 Personal property security legislation
2.38 Not for profit issuer
2.39 Variable insurance contract
2.40 RRSP/RRIF/TFSA
2.41 Schedule III banks and cooperative associations - evidence of deposit
2.42 Conversion, exchange, or exercise
2.43 Self-directed registered educational savings plans

PART 3: REPEALED

PART 4: CONTROL BLOCK DISTRIBUTIONS
4.1 Control block distributions
4.2 Distributions by a control person after a take-over bid

PART 5: OFFERINGS BY TSX VENTURE EXCHANGE OFFERING DOCUMENT
5.1 Application and interpretation
5.2 TSX Venture Exchange offering
5.3 Underwriter obligations

PART 6: REPORTING REQUIREMENTS
6.1 Report of exempt distribution
6.2 When report not required
6.3 Required form of report of exempt distribution
6.4 Required form of offering memorandum
6.5 Required form of risk acknowledgement

PART 7: EXEMPTION
7.1 Exemption

PART 8: TRANSITIONAL, COMING INTO FORCE
8.1 Additional investment – investment funds – exemption from prospectus requirement
8.1.1 Repealed
8.2 Definition of “accredited investor” – investment fund
8.3 Transition – Closely-held issuer – exemption from prospectus requirement
8.3.1 Repealed
8.4 Transition – Reinvestment plan
8.5 Application of Part 3 of this instrument
8.6 Repeal of former instrument
8.7 Effective date

Appendix A - Variable Insurance Contract Exemption
Appendix B - Control Block Distribution