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2025-06-19

Regulation to amend Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions

The regulator amends Regulation 61-101 to introduce a definition for CSE senior tier issuers and update the criteria for issuers not listed on specified markets. These changes modify sections 4.4, 5.5, and 5.7 to exclude CSE senior tier issuers from specific minority protection exemptions while retaining exclusions for certain international exchanges. The amendments come into force on September 19, 2025, with a delayed effective date for Saskatchewan filings submitted after that date.

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REGULATION TO AMEND REGULATION 61-101 RESPECTING PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS Securities Act (chapter V-1.1, s. 331.1, par. 11° and 34°)

  1. Section 1.1 of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (chapter V-1.1, r. 33) is amended by inserting, after the definition of “convertible”, the following: “CSE senior tier” has the same meaning as “senior tier” as defined in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time;”.
  2. Section 4.4 of the Regulation is amended by replacing subparagraph (a) of paragraph (1) by the following: “(a) Issuer Not Listed on Specified Markets – the issuer is not a CSE senior tier issuer and no securities of the issuer are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited,”.
  3. Section 5.5 of the Regulation is amended by replacing paragraph (b) by the following: “(b) Issuer Not Listed on Specified Markets – the issuer is not a CSE senior tier issuer and no securities of the issuer are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited,”.
  4. Section 5.7 of the Regulation is amended by replacing subparagraph (i) of subparagraph (b) of paragraph (1) by the following: “(i) the issuer is not a CSE senior tier issuer and no securities of the issuer are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited,”. Effective Date
    1. This Regulation comes into force on 19 September 2025. (2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registrar of Regulations after 19 September 2025, this Regulation comes into force on the day on which it is filed with the Registrar of Regulations.
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