New Proposal for Prospectus-Exempt Resale of Foreign Issuers' Securities

July 4, 2017

The Canadian Securities Administrators have published for comment a new prospectus exemption for the resale of securities of a foreign issuer. The proposed amendments would replace the “10% shareholder ownership tests” under section 2.14 of National Instrument 45-102 Resale of Securities with an issuer-focused “Canadian connection” test exempting the resale of securities for non-reporting issuers if the resale is on an exchange or market, or to a person or company, outside of Canada and the issuer is a foreign issuer. Comments are being accepted until September 27, 2017. For further information, please see CSA Notice and Request for Comment Proposed Amendments to national Instrument 45-102 Resale of Securities Proposed Changes to Companion Policy 45-102CP to National Instrument 45-102 Resale of Securities, Proposed Consequential Amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and Proposed Consequential Changes to National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (June 29, 2017).

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