2021-05-20
Draft Amendments to Policy Statement to Regulation 45-106 respecting Prospectus Exemptions
The securities regulators amended Policy Statement to Regulation 45-106 to clarify prospectus exemption requirements for qualifying issuers. The changes update Form 45-106F3 to specify that issuers must incorporate by reference their annual disclosure statement, financial statements, MD&A, and AIF. Additionally, the French text of Section 4.7 was corrected to replace the term for asset-backed securities with the appropriate terminology.

AMENDMENTS TO POLICY STATEMENT TO REGULATION 45-106 RESPECTING
PROSPECTUS EXEMPTIONS
- Section 3.8 of Policy Statement to Regulation 45-106 respecting Prospectus
Exemptions is amended by replacing, in paragraph (2), the second sentence of the first
paragraph with the following:
“Form 45-106F3 requires qualifying issuers to incorporate by reference their annual
disclosure statement or annual financial statements and related management’s discussion and
analysis (MD&A), and AIF, if it is not included in the issuer’s annual disclosure statement,
and subsequent specified continuous disclosure documents required under
Regulation 51-102.”.
- Section 4.7 of the Policy Statement is amended by replacing, in the French text of the
second paragraph, the words “titres adossés à des créances” with the words “titres adossés à
des actifs”.