The Canadian Securities Administrators (CSA) published amendments (Amendments) to National Instrument 45-106 Prospectus Exemptions and CSA Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution under 45-106 to change the information required within Form 45-106F1 Report of Exempt Distribution (Report).
The Amendments provide more flexibility regarding the certification requirement, streamline the information required to be gathered by filers and address certain concerns raised by foreign dealers and Canadian institutional investors. The main changes to the Report are provided below.
Security codes
Security codes for digital coins or tokens, depository receipts, mortgages, syndicated mortgages and subscription receipts have been added to the list of securities.
Distributions by more than one issuer
The Report has been updated to allow a single Report to be filed for a security issued by more than one issuer.
Misrepresentation Language
The Amendments removed the statement “It is an offence to make a misrepresentation in this report” from the form.
Inclusion of Cryptoassets
The Report now includes Cryptoassets as a type of investment.
Stock Exchange Listing Status
The Report now only requires the issuer to indicate the primary trading market of the issuer’s equity securities.
Certification Language
The Report certification has been amended to allow for an agent of the issuer to certify the Report.
The Amendments come into force on October 5, 2018.