Section 1.1 definition of "NI 45-106", BEFORE amended by BC Reg B.C. Reg. 67/2015, effective May 5, 2015.
"NI 45-106" means National Instrument 45-106 Prospectus and Registration Exemptions;
Section 1.1 definition of "SEDAR" BEFORE repealed by BC Reg 139/2023, effective June 9, 2023.
"SEDAR" has the same meaning as in National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);
Section 2.5 (2), item 3 BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
3. If the distribution date is on or after March 30, 2004, or on or after September 14, 2005 in Québec, and
a) the issuer is a reporting issuer on the distribution date, the certificate representing the security carries a legend, or an ownership statement issued under a direct registration system or other electronic book-entry system acceptable to the regulator and, in Québec, the securities regulatory authority bears a legend restriction notation, stating:
"Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date]."
or
b) the issuer is not a reporting issuer on the distribution date, the certificate representing the security carries a legend, or an ownership statement issued under a direct registration system or other electronic book-entry system acceptable to the regulator and, in Québec, the securities regulatory authority bears a legend restriction notation, stating:
"Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) [insert the distribution date], and (ii) the date the issuer became a reporting issuer in any province or territory."
Section 2.5 (2) item 3.1 was added by BC Reg 227/2009, effective September 28, 2009.
Section 2.5 (3) BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
(3) Item 3. (a) of subsection (2) does not apply to a trade of an underlying security if the certificate representing the underlying security or the ownership statement issued under a direct registration book-entry system or other electronic system acceptable to the regulator and, in Québec, the securities regulatory authority is issued at least four months after the distribution date.
Section 2.8 (3), (4) and (5) BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
(3) The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, under subsection (2) must
(a) sign Form 45-102F1 no earlier than one business day before the form is filed;
(b) file Form 45-102F1 on SEDAR at least seven days before the first trade of the securities that is part of the distribution; and
(c) file, within three days after the completion of any trade, an insider report prepared in accordance with either Form 55-102F2 or Form 55-102F6 under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI).
(4) A Form 45-102F1 filed under subsection (3) expires thirty days from the date the form was filed.
(5) Repealed. [B.C. Reg. 269/2005, Sch. D, s. 7.]
Section 2.8 (3) (b) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.
(b) file the completed and signed Form 45-102F1 on SEDAR at least seven days before the first trade of the securities that is part of the distribution; and
Section 2.9 (1) BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
(1) In determining the period of time that an issuer was a reporting issuer in a jurisdiction of Canada for the purposes of section 2.5, 2.6 or 2.8, if the issuer was a party to an amalgamation, merger, continuation or arrangement, the selling security holder may include the period of time that one of the parties to the amalgamation, merger, continuation or arrangement was a reporting issuer in a jurisdiction of Canada immediately before the amalgamation, merger, continuation or arrangement.
Section 2.11 (a) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.
(a) a securities exchange take-over bid circular or securities exchange issuer bid circular relating to the distribution of the security was filed by the offeror on SEDAR;
Section 2.12 (a) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.
(a) a securities exchange take-over bid circular or a securities exchange issuer bid circular relating to the distribution of the convertible security, exchangeable security or multiple convertible security was filed by the offeror on SEDAR;
Appendix A, jurisdiction of Northwest Territories BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
| Northwest Territories | Definition of "control person" and paragraph (iii) of the definition of "distribution" contained in subsection 1 (1) of Blanket Order No. 1 of the Registrar of Securities |
Appendix A, jurisdiction of Yukon was added by BC Reg 227/2009, effective September 28, 2009.
Appendix C BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
Non-applicable Resale Provisions
(Section 2.2)
| Jurisdiction | Securities Legislation Reference |
| NEWFOUNDLAND AND LABRADOR | Clause 54 (5) (a), subsections 54 (7), 54 (9), 54 (10), 73 (4), 73 (5), 73 (6) as it relates to clause 72 (1) (r), 73 (7) but not as it relates to subsection 54 (6) and 54 (7), 73 (12), 73 (18), 73 (19) and 73 (24) of the Securities Act (Newfoundland and Labrador) |
| NOVA SCOTIA | Subsections 77 (5), 77 (6), 77 (7), 77 (7A), 77 (7B), 77 (8), 77 (9), 77 (10) (a) and 77 (11) of the Securities Act (Nova Scotia) |
| ONTARIO | Subsections 72 (4), 72 (5), 72 (6) as it relates to clause 72 (1) (r), and 72 (7) of the Securities Act (Ontario) |
Appendix D BEFORE renumbered and amended by BC Reg 227/2009, effective September 28, 2009.
[en. B.C. Reg. 269/2005, Sch. D, s. 10.]
Restricted Period Trades
(Section 2.3)
Except in Manitoba and the Yukon, the following exemptions from the prospectus requirement in NI 45-106:
• subsection 2.3 (2) [Accredited investor];
• subsection 2.5 (2) [Family, friends and business associates] (except in Ontario);
• subsection 2.7 (2) [Founder, control person and family] (Ontario);
• subsection 2.8 (2) [Affiliates];
• subsection 2.9 (3) [Offering memorandum] (in British Columbia, New Brunswick, Nova Scotia, and Newfoundland and Labrador);
• subsection 2.9 (5) [Offering memorandum] (in Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Québec and Saskatchewan);
• subsection 2.10 (2) [Minimum amount investment];
• subsection 2.12 (2) [Asset acquisition];
• subsection 2.13 (2) [Petroleum, natural gas and mining properties];
• subsection 2.14 (2) [Securities for debt];
• subsection 2.19 (2) [Additional investment in investment funds];
• subsection 2.30 (2) [Isolated trade by issuer];
• subsection 2.40 (2) [RRSP/RRIF], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under
(a) one of the exemptions listed above,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to the September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102;
• subsection 2.42 (3) [onversion, exchange or exercise] if the security acquired in the circumstances referred to in clause (a) of subsection 2.42 (1) was acquired in accordance with the terms and conditions of a previously issued security under
(a) one of the exemptions listed above,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to the September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102;
• section 5.2 [TSX Venture exchange offering], if the security acquired under section 5.2 was acquired by
(a) a purchaser that, at the time the security was acquired, was an insider or promoter of the issuer of the security, the issuer's underwriter, or a member of the underwriter's "professional group" (as defined in National Instrument 33-105 Underwriting Conflicts), or
(b) any other purchaser who purchases securities in excess of $40,000;
as well as the following local exemptions from the prospectus requirement:
• section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta;
• clauses 77 (1) (u) and (w) and subclauses 77 (1) (ab) (ii) and (iii) of the Securities Act (Nova Scotia);
• an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.5 of NI 45-102.
Transitional Provisions
1. General
An exemption from the prospectus requirement listed in Appendix D of MI 45-102 in effect on March 30, 2004 or an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102. The exemptions listed in Appendix D on March 30, 2004 were:
• Sections 131 (1) (b), (c), (l), and (m) of the Securities Act (Alberta);
• Section 122 (d) and 122.2 of the Alberta Securities Commission Rules, section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta, subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Section 131 (1) (f) (iii) of the Securities Act (Alberta), if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Alberta), the Alberta Securities Commission Rules or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Sections 74 (2) (1) to (6), (16), (18), (19), (23) and (25) of the Securities Act (British Columbia);
• Sections 128 (a), (b), (c), (e), (f) and (h) of the Securities Rules (British Columbia) and subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Sections 74 (2) (11) (ii), 74 (2) (11) (iii) and 74 (2) (13) of the Securities Act (British Columbia) if the security acquired by the selling security holder or the right to purchase, convert or exchange or otherwise acquire, was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or MI 45-103 referred to in this Appendix, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Section 74 (2) (12) of the Securities Act (British Columbia) if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or MI 45-103 referred to in this Appendix, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Clauses 54 (3) (f) and (g) and 73 (1) (a), (b), (c), (d), (h), (l), (m), (p) and (q) of the Securities Act (Newfoundland and Labrador), subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103, or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Subclause 73 (1) (f) (iii) of the Securities Act (Newfoundland and Labrador) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Newfoundland and Labrador) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Paragraphs 3 (a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories), subsections 3.1 (2), 4.1 (2), 4.1 (4), 5.1 (2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Clauses 77 (1) (a), (b), (c), (d), (l), (m), (p), (q), (u), (w), (y), (ab) and (ad) of the Securities Act (Nova Scotia), subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Subclause 77 (1) (f) (iii) of the Securities Act (Nova Scotia) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Nova Scotia) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Paragraphs 3 (a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z) of Blanket Order No. 1 of the Registrar of Securities (Nunavut), subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Nunavut) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Clauses 13 (1) (a), (b), (c), (g) and (i) of the Securities Act (Prince Edward Island), subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Subclause 13 (1) (e) (iii) of the Securities Act (Prince Edward Island) if the right to purchase, convert or exchange was previously acquired under one the above-listed exemptions under the Securities Act (Prince Edward Island) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Clauses 81 (1) (a), (b), (c), (d), (m), (n), (s), (t), (v), (w), (z), (bb) and (ee) of The Securities Act, 1988 (Saskatchewan) and subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Subclauses 81 (1) (f) (iii) and (iv) of The Securities Act, 1988 (Saskatchewan) if the convertible security, exchangeable security or multiple convertible security was acquired under one of the exemptions of The Securities Act, 1988 (Saskatchewan) or MI 45-103 referred to in this Appendix or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102;
• Clause 81 (1) (e) of The Securities Act, 1988 (Saskatchewan) if the person or company from whom the securities were acquired obtained the securities under one of the exemptions of The Securities Act, 1988 (Saskatchewan) referred to in this Appendix.
2. Québec Provisions
• Sections 43, 47, 48 and 51 of the Securities Act (Québec) as they read prior to their amendment or repeal by section 7 and 8 of An Act to amend the Securities Act and other legislative provisions;
• Prospectus and registration exemptions granted pursuant to section 263 of the Securities Act (Québec) before March 30, 2004 if the exemption included as a condition a restricted period of 12 months.
3. Ontario Provisions
Definitions
In this Appendix:
"1998 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on December 22, 1998;
"2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on November 30, 2001;
"2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004;
"2005 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on September 14, 2005;
"convertible security" means, in Ontario, a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer;
"exchangeable security" means, in Ontario, a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer;
"exchange issuer" means, in Ontario, an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue;
"multiple convertible security" means, in Ontario, a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security;
"OSC Rule 45-502" means Ontario Securities Commission Rule 45-502 Dividend or Interest Reinvestment and Stock Dividend Plans;
"Type 1 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in:
(a) clause 72 (1) (a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act (Ontario);
(b) section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501;
(c) section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or
(d) section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and
"underlying security" means, in Ontario, a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security.
(a) Securities Act (Ontario)
• Clauses 72 (1) (a), (b), (c), (d), (l), (m), (p) and (q) of the Securities Act (Ontario) and subclause 72 (1) (f) (iii) of the Securities Act (Ontario) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Ontario), or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102
(b) 2005 OSC Rule 45-501
• Section 2.1 of the 2005 OSC Rule 45-501;
• Section 2.2 of the 2005 OSC Rule 45-501.
(c) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501
• Section 2.3 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 2.5 of MI 45-102 would have been applicable to a first trade in that security by the person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501;
• Section 2.12 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.13 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.14 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.16 of the 2004 OSC Rule 45-501.
(d) 1998 OSC Rule 45-501
• Section 2.4 of the 1998 OSC Rule 45-501;
• Section 2.5 of the 1998 OSC Rule 45-501;
• Section 2.11 of the 1998 OSC Rule 45-501.
(e) Other
• Any provision under which an underlying security was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade or in a trade under section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501.
Appendix D preliminary text BEFORE renumbered as 1. and amended by BC Reg 112/2018, effective June 12, 2018.
Except in Manitoba, the following exemptions from the prospectus requirement in NI 45-106:
• section 2.3 [Accredited investor];
• section 2.5 [Family, friends and business associates] (except in Ontario);
• section 2.7 [Founder, control person and family] (Ontario);
• section 2.8 [Affiliates];
• section 2.9 [Offering memorandum] (in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon);
• section 2.10 [Minimum amount investment];
• section 2.12 [Asset acquisition];
• section 2.13 [Petroleum, natural gas and mining properties];
• section 2.14 [Securities for debt];
• section 2.19 [Additional investment in investment funds];
• section 2.30 [Isolated distribution by issuer];
• section 2.31 [Dividends and distributions], if the security was acquired in the circumstances referred to in subsection 2.31 (2) and that security was initially acquired by the issuer under
(a) one of the exemptions listed in this Appendix,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102;
• section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or an RRSP, RRIF, or TFSA established for or by that individual or under which that individual is a beneficiary under
(a) one of the exemptions listed in this Appendix,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102;
• section 2.42 [Conversion, exchange or exercise], if the security acquired in the circumstances referred to in paragraph 2.42 (1) (a) was acquired in accordance with the terms and conditions of a previously issued security and that previously issued security was distributed under
(a) one of the exemptions listed in this Appendix,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102;
• section 5.2 [TSX Venture exchange offering], if the security acquired under section 5.2 was acquired by
(a) a purchaser that, at the time the security was acquired, was an insider or promoter of the issuer of the security, the issuer's underwriter, or a member of the underwriter's "professional group" (as defined in National Instrument 33-105 Underwriting Conflicts), or
(b) any other purchaser in excess of $40,000 for the portion of the securities in excess of $40 000;
as well as the following local exemptions from the prospectus requirement:
• section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta;
• clauses 77 (1) (u) and (w) and subclauses 77 (1) (ab) (ii) and (iii) of the Securities Act (Nova Scotia);
• an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.5 of NI 45-102.
Appendix D, under heading "Restricted Period Trades", under "1. Except in Manitoba", items BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
• section 2.3 [accredited investor];
• section 2.5 [family, friends and business associates] (except in Ontario);
• section 2.9 [offering memorandum] (in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon);
• section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta;
Appendix D, under heading "Restricted Period Trades", item under "1. Except in Manitoba" BEFORE repealed by BC Reg 63/2023, effective March 2, 2023.
• section 2.7 [founder, control person and family] (Ontario);
Appendix D, under heading "Restricted Period Trades", under "1. Except in Manitoba", item 73.3 was added by BC Reg 63/2023, effective March 2, 2023.
Appendix D, under heading "Restricted Period Trades", item 2. BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
2. In Ontario, Québec, New Brunswick and Nova Scotia, the exemption from the prospectus requirement in section 5 [crowdfunding prospectus exemption] of Multilateral Instrument 45-108 Crowdfunding.
Appendix D, under "3. Ontario Provisions", definitions of "2009 OSC Rule 45-501" and "Type 1 trade" BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
"2009 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on the later of (a) September 28, 2009 and (b) the day on which sections 5 and 11, subsection 12 (1) and section 13 of Schedule 26 of the Budget Measures Act, 2009 were proclaimed in force;
"Type 1 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in:
Appendix D, under "3. Ontario Provisions", definitions of "2005 NI 45-106" and "2009 NI 45-106" were added by BC Reg 63/2023, effective March 2, 2023.
Appendix D, under "3. Ontario Provisions", paragraph (a) bullet point was added by BC Reg 63/2023, effective March 2, 2023.
Appendix D, under "3. Ontario Provisions", paragraph (a.1) and (a.2) were added by BC Reg 63/2023, effective March 2, 2023.
Appendix D, under "3. Ontario Provisions", paragraph (b) BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
(b) 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501
• Section 2.1 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501;
• Section 2.2 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501.
Appendix E BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
[en. B.C. Reg. 269/2005, Sch. D, s. 10.]
Seasoning Period Trades
(Section 2.4)
Except in Manitoba and the Yukon, the following exemptions from the prospectus requirement in NI 45-106:
• subsection 2.1 (2) [Rights offering];
• subsection 2.2 (4) [Reinvestment plan];
• subsection 2.4 (2) [Private issuer];
• subsection 2.11 (2) [Business combination and reorganization];
• subsection 2.16 (2) [Take-over bid and issuer bid];
• subsection 2.17 (2) [Offer to acquire to security holder outside local jurisdiction];
• subsection 2.18 (6) [Investment fund reinvestment];
• subsection 2.20 (2) [Private investment club];
• subsection 2.21 (3) [Private investment fund - loan and trust pools];
• subsection 2.24 (4) [Employee, executive officer, director and consultant];
• subsection 2.26 (3) [Trades among current or former employees, executive officers, directors or consultants of non-reporting issuer];
• subsection 2.27 (4) [Permitted transferees];
• subsection 2.31 (3) [Dividends and distributions];
• subsection 2.40 (2) [RRSP/RRIF], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under
(a) one of the exemptions listed above,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to the September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102;
• subsection 2.42(3) [Conversion, exchange or exercise - security of own issue] if the security acquired in the circumstances referred to in clause (a) of subsection 2.42 (1) was acquired in accordance with the terms and conditions of a previously issued security under
(a) one of the exemptions listed above,
(b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument, or
(c) an exemption from the prospectus requirement that specified prior to the September 14, 2005 that the first trade was subject to section 2.6 of this Instrument;
• subsection 2.42 (3) [Conversion, exchange or exercise - security of a reporting issuer] for a security being traded in the circumstances referred to in clause (b) of subsection 2.42 (1);
as well as the following local exemptions from the prospectus requirement:
• Alberta Securities Commission Rule 45-502 Trade with RESP, if not included in Appendix D;
• Nova Scotia Securities Commission Blanket Order No. 46;
• Prince Edward Island Local Rule 45-510 —Exempt Distributions — Exemptions for Trades Pursuant to Take-over Bids and Issuer Bids;
• An exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.6 of NI 45-102.
Transitional Provisions
1. General:
An exemption from the prospectus requirement listed in Appendix E of MI 45-102 Resale of Securities in effect on March 30, 2004 or an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102. The exemptions listed in Appendix E of MI 45-102 on March 30, 2004 were:
• Section 131 (1) (f) if not included in Appendix D of this Instrument, sections 131 (h), (i), (j), (k), and (y) of the Securities Act (Alberta) and sections 107 (1) (j.1) and (k.1) prior to their repeal by section 5 of the Securities Amendment Act, 1989 (Alberta), subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Section 74 (2) (11) (iii) if not included in Appendix D or F and sections 74 (2) (7), (8) if not included in Appendix F, (9) to (11), (13), (22) and (24) of the Securities Act (British Columbia);
• Section 128 (g) of the Securities Rules (British Columbia), section 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Section 74 (2) (12) of the Securities Act (British Columbia), if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or a multilateral instrument referred to in this Appendix or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Clauses 54 (3) and 73 (1) (f) if not included in Appendix D or F of this Instrument, (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Newfoundland and Labrador), subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Clause 77 (1) (f) of the Securities Act (Nova Scotia) if not included in Appendix D or F of this Instrument, and clauses 77 (1) (h), (i) if not included in Appendix F, (j), (k), (n), (v), (va), (ac), (ae) and (af) of the Securities Act (Nova Scotia), and clause 78 (1) (a) of the Securities Act (Nova Scotia) as it relates to clause 41 (2) (j) of the Securities Act (Nova Scotia) and Blanket Order No. 37, 38 if not included in Appendix F, 46 and 45-503 if not included in Appendix F, subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Paragraphs 3 (e), (f), (g), (h), (i), (n), (x), (y) and (mm) of Blanket Order No. 1 of the Registrar of Securities (Nunavut), except for a trade made under subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) that is included in Appendix D or F of this Instrument or a trade made under paragraph 3 (g) that is included in Appendix F of this Instrument, subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Clauses 13 (1) (e) if not included in Appendix D or F of this Instrument, (f) if not included in Appendix F, (h) and (k) of the Securities Act (Prince Edward Island) or section 3.1 or 3.2 of Rule 45-501, section 1.1 of Prince Edward Island Rule 45-502, section 2.1 or 2.2 of Prince Edward Island Rule 45-506 or section 2.1 or 2.2 of Prince Edward Island Rule 45-510, subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Clauses 81 (1) (a.1), (e) if not included in Appendix D of this Instrument, (f) if not included in Appendix D or F of this Instrument, (f.1), (g), (h), (i) if not included in Appendix F, (i.1), (j), (k), (o), (cc) and (dd) of The Securities Act, 1988 (Saskatchewan), subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45- 105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102.
2. Québec Provisions
Sections 50 and 52 of the Securities Act (Québec) as they read prior to their repeal by section 8 of An Act to amend the Securities Act and other legislative provisions;
• Prospectus and registration exemptions granted pursuant to section 263 of the Securities Act (Québec) before March 30, 2004 if the exemption included as a condition a seasoning period of 12 months.
3. Ontario provisions
Definitions
In this Appendix:
"1998 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on December 22, 1998;
"2001 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on November 30, 2001;
"2004 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004;
"2005 OSC Rule 45-501" means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on September 14, 2005;
"convertible security" means, in Ontario, a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer;
"exchangeable security" means, in Ontario, a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer;
"exchange issuer" means, in Ontario, an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue;
"multiple convertible security" means, in Ontario, a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security;
"OSC Rule 45-502" means Ontario Securities Commission Rule 45-502 Dividend or Interest Reinvestment and Stock Dividend Plans;
"OSC Rule 45-503" means Ontario Securities Commission Rule 45-503 Trades to Employees, Executives and Consultants;
"Type 1 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in:
(a) clause 72 (1) (a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act (Ontario);
(b) section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501;
(c) section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or
(d) section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and
"Type 2 trade" means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in:
(a) clause 72 (1) (f) of the Securities Act (Ontario) other than a distribution to an associated consultant or investor consultant as defined in OSC Rule 45-503 or a distribution to an associated consultant or investor relations person as defined in MI 45-105;
(b) clause 72 (1) (h), (i), (j), (k) or (n) of the Securities Act (Ontario); or
(c) section 2.5, 2.8 or 2.15 of the 2001 OSC Rule 45-501; or
(d) section 2.5, 2.8 or 2.15 of the 2004 OSC Rule 45-501; and
"underlying security" means, in Ontario, a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security.
(a) Securities Act (Ontario)
• Clauses 72 (1) (f), (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Ontario), except for a trade made under 72 (1) (f) (iii) of the Securities Act (Ontario) that is:
(i) included in Appendix D or F of this Instrument, or
(ii) contemplated by section 6.5 of Ontario Securities Commission Rule 45-501 Exempt Distributions; and
an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102;
• Clause 72 (1) (h) of the Securities Act (Ontario) except for a distribution under clause 72 (1) (h) of the Securities Act (Ontario) of an underlying security that was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade.
(b) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501
• Section 2.1 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.5 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.6 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an underlying security was distributed under section 2.6 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired:
(a) in a Type 2 trade;
(b) under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other than a trade by an associated consultant or investor consultant as defined in OSC Rule 45-503; or
(c) under a provision in Part 2 of MI 45-105;
• Section 2.7 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an underlying security was distributed under section 2.7 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired:
(a) in a Type 2 trade;
(b) under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other than a trade by an associated consultant or investor consultant as defined in OSC Rule 45-503; or
(c) under a provision in Part 2 of MI 45-105;
• Section 2.8 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501;
• Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 2.6 of MI 45-102 would have been applicable to a first trade in that security by the person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501;
• Section 2.15 of the 2004 OSC Rule 45-501.
(c) 1998 OSC Rule 45-501
• Section 2.7 of the 1998 OSC Rule 45-501;
• Section 2.8 of the 1998 OSC Rule 45-501;
• Section 2.9 of the 1998 OSC Rule 45-501 if an underlying security was distributed under section 2.9 of the 1998 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade;
• Section 2.10 of the 1998 OSC Rule 45-501 if an underlying security was distributed under section 2.10 of the 1998 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade;
• Section 2.17 of the 1998 OSC Rule 45-501;
• Subsection 2.18 (1) of the 1998 OSC Rule 45-501 after the issuer had ceased to be a private issuer for the purposes of the Securities Act (British Columbia).
(d) Other
• Sections 2.1 and 3.1 of Ontario Securities Commission Rule 45-502.
Appendix E, bullet point referring to "section 2.1" beneath heading "Seasoning Period Trades" BEFORE amended by BC Reg 230/2015, effective December 8, 2015.
• section 2.1 [Rights offering];
Appendix E, bullet points referring to "section 2.1.1" and "section 2.1.2" beneath heading "Seasoning Period Trades" were added by BC Reg 230/2015, effective December 8, 2015.
Appendix E, bullet point referring to "section 5A.2" beneath heading "Seasoning Period Trades" was added by BC Reg 222/2022, effective November 21, 2022.
Appendix E, bullet point refering to "section 2.4" BEFORE amended by BC Reg 63/2023, effective March 2, 2023.
• section 2.4 [private issuer];
Appendix E, bullet point referring to "section 73.4" was added by BC Reg 63/2023, effective March 2, 2023.
Appendix E, 3. Ontario provisions, (a.1) was added by BC Reg 63/2023, effective March 2, 2023.
Appendix F BEFORE repealed by BC Reg 227/2009, effective September 28, 2009.
[en. B.C. Reg. 269/2005, Sch. D, s. 10.]
Underwriters
(Section 2.13)
Subsection 2.33 (2) [Acting as underwriter] of NI 45-106 and subsection 2.11 (2) [Business combination and reorganization] or 2.42 (3) [Conversion, exchange or exercise] of NI 45-106, if the original security was acquired under subsection 2.33 (2) of NI 45-106 or one of the underwriter exemptions in the transitional provisions listed below:
Transitional Provisions
An exemption from the prospectus requirement listed in Appendix F of MI 45-102 as Appendix F read on March 30, 2004. Exemptions listed in Appendix F of MI 45-102 on March 30, 2004 were:
• Section 74 (2) (15) of the Securities Act (British Columbia) and section 74 (2) (8) or 74 (2) (11) (iii) of the Securities Act (British Columbia) if the original security was acquired under section 74 (2) (15) of the Securities Act (British Columbia);
• Clause 73 (1) (r) of the Securities Act (Newfoundland and Labrador) and section 73 (1) (i) or 73 (1) (f) (iii) of the Securities Act (Newfoundland and Labrador) if the original security was acquired under section 73 (1) (r) of the Securities Act (Newfoundland and Labrador);
• Paragraph 3 (v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) and paragraph 3 (g) or subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the original security was acquired under paragraph 3 (v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories);
• Clause 77 (1) (r) of the Securities Act (Nova Scotia) and clause 77 (1) (i) or 77 (1) (f) (iii) of the Securities Act (Nova Scotia) or Blanket Order No. 38 or 45-503 if the original security was acquired under clause 77 (1) (r) of the Securities Act (Nova Scotia);
• Paragraph 3 (v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) and paragraph 3 (g) or subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) if the original security was acquired under paragraph 3 (v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut);
• Clause 72 (1) (f) (iii) of the Securities Act (Ontario) if the original security was acquired under clause 72 (1) (r) of the Securities Act (Ontario);
• Clause 72 (1) (i) of the Securities Act (Ontario) if the original security was acquired under clause 72 (1) (r) of the Securities Act (Ontario);
• Clause 72 (1) (r) of the Securities Act (Ontario);
• Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13 (1) (e) (iii) or clause 13 (1) (f) of the Securities Act (Prince Edward Island) or section 1.1 of Prince Edward Island Rule 45-502 if the original security was acquired under section 2.1 of Prince Edward Island Rule 45-509;
• Section 55 of the Securities Act (Québec) as it read prior to its repeal by section 8 of An Act to amend the Securities Act and other legislative provisions;
• Clause 81 (1) (u) of The Securities Act, 1988 (Saskatchewan) and clause 81 (1) (i) or subclause 81 (1) (f) (iii) of The Securities Act, 1988 (Saskatchewan) if the original security was acquired under clause 81 (1) (u) of The Securities Act, 1988 (Saskatchewan).
Form 45-102F1 under heading "INSTRUCTION" BEFORE amended by BC Reg 227/2009, effective September 28, 2009.
INSTRUCTION:
File this form electronically through SEDAR with the securities regulatory authority in each jurisdiction where you sell securities and with the Canadian exchange on which the securities are listed. Where the securities are being sold on an exchange, the form should be filed in every jurisdiction across Canada.
Notice to selling security holders — collection and use of personal information
The personal information required in this form is collected for and used by the listed securities regulatory authorities to administer and enforce securities legislation in their jurisdictions. This form is publicly available by authority of National Instrument 45-102 and the securities legislation in each of the jurisdictions. The personal information collected will not be used or disclosed other than for the stated purposes without first obtaining your consent. Corporate filers should seek the consent of any individuals whose personal information appears in this form before filing this form
If you have questions about the collection and use of your personal information, or the personal information of your authorized signatory, contact any of the securities regulatory authorities listed below.
Alberta Securities Commission
4th Floor, 300 - 5th Avenue SW
Calgary, AB T2P 3C4
Attention: Information Officer
Telephone: (403) 297-6454
Facsimile: (403) 297-6156
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C. V7Y 1L2
Attention: Manager, Financial and Insider Reporting
Telephone: (604) 899-6730 or (800) 373-6393 (in B.C.)
Facsimile: (604) 899-6506
Securities Commission of Newfoundland and Labrador
P.O. Box 8700
2nd Floor, West Block
Confederation Building
75 O'Leary Avenue
St. John's NFLD A1B 4J6
Attention: Director of Securities
Telephone: (709) 729-4189
Facsimile: (709) 729-6187
Department of Justice, Northwest Territories Legal Registries
P.O. Box 1320
1st Floor, 5009-49th Street
Yellowknife, NWT X1A 2L9
Attention: Director, Legal Registries
Telephone: (867) 873-7490
Facsimile: (867) 873-0243
Nova Scotia Securities Commission
2nd Floor, Joseph Howe Building
1690 Hollis Street
Halifax, NS B3J 3J9
Attention: Corporate Finance
Telephone: (902) 424-7768
Facsimile: (902) 424-4625
Department of Justice, Nunavut Legal Registries Division
P.O. Box 1000 - Station 570
1st Floor, Brown Building
Iqaluit, NT X0A 0H0
Attention: Director, Legal Registries Division
Telephone: (867) 975-6190
Facsimile: (867) 975-6194
Ontario Securities Commission
Suite 1903, Box 55
20 Queen Street West
Toronto, ON M5H 3S8
Attention: Administrative Assistant to the Director of Corporate Finance
Telephone: (416) 593-8314
Facsimile: (416) 593-8177
Prince Edward Island Securities Office
Consumer, Corporate and Insurance Services Division
Office of the Attorney General
P.O. Box 2000
Charlottetown, PE C1A 7N8
Attention: Registrar of Securities
Telephone: (902) 368- 4550
Fax: (902) 368-5283
Autorité des marchés financiers
Tour de la Bourse
800 square Victoria
C.P. 246, 22e étage
Montréal, Québec H4Z 1G3
Attention: Responsable de l'accès à l'information
Saskatchewan Financial Services Commission Securities Division
6th Floor, 1919 Saskatchewan Drive
Regina, SK S4P 3V7
Attention: Deputy Director, Legal
Telephone: (306) 787-5879
Facsimile: (306) 787-5899
Form 45-102F1 items under heading "INSTRUCTION" BEFORE amended BC Reg 63/2023, effective March 2, 2023.
Nova Scotia Securities Commission
2nd Floor, Joseph Howe Building
1690 Hollis Street
Halifax, NS B3J 3J9
Attention: Corporate Finance
Telephone: (902) 424-7768
Facsimile: (902) 424-4625
Government of Yukon
Department of Community Services
Law Centre, 3rd Floor
2130 Second Avenue
Whitehorse, YT Y1A 5H6
Telephone: (867) 667-5314
Facsimile: (867) 393-6251
Form 45-102F1 item under heading "INSTRUCTION" BEFORE amended by BC Reg 139/2023, effective June 9, 2023.
File this form electronically through SEDAR with the securities regulatory authority or regulator in each jurisdiction where you sell securities and with the Canadian exchange on which the securities are listed. If the securities are being sold on an exchange, the form should be filed in every jurisdiction across Canada.