Regulatory Alerts2025-06-19
Regulation to Amend Regulation 44-101 Respecting Short Form Prospectus Distributions
The regulator amends Regulation 44-101 to replace Aequitas NEO Exchange Inc. with Cboe Canada Inc. in the definition of short form eligible exchange and corrects French terminology regarding underlying elements. The amendment also introduces an exemption from specific financial statement filing requirements for issuers undergoing fundamental changes on the Canadian Securities Exchange under defined conditions. These changes, including a correction to Form 44-101F1, come into force on September 19, 2025, with a delayed effective date for Saskatchewan filings.
REGULATION TO AMEND REGULATION 44-101 RESPECTING SHORT FORM PROSPECTUS DISTRIBUTIONS Securities Act (chapter V-1.1, s. 331.1, par. (6), (11) and (34))
- Section 1.1 of Regulation 44-101 respecting Short Form Prospectus Distributions (chapter V-1.1, r. 16) is amended: (1) by replacing “Aequitas NEO Exchange Inc.” in the definition of “short form eligible exchange” by “Cboe Canada Inc.”; (2) by replacing “repère” in the French text of the definition of “élément sous-jacent” by “indice de référence”.
- Section 2.7 of the Regulation is amended by adding the following after paragraph 3: “(4) Paragraphs 2.2(d), 2.3(1)(d) and 2.6(1)(b) do not apply to an issuer if (a) the issuer is not exempt from the requirement in the applicable CD rule to file annual financial statements within a prescribed period after its financial year end, but the issuer has not yet, since the completion of a fundamental change, as defined in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time, been required under the applicable CD rule to file annual financial statements, and (b) a listing statement of the Canadian Securities Exchange (i) was filed in connection with the fundamental change, and (ii) complied with the listing rules of the Canadian Securities Exchange, as amended from time to time, in respect of the fundamental change.”.
- Form 44-101F1 of the Regulation is amended by replacing “si le prospectus contient de l’information fausse ou trompeuse” in the French text of Item 20.1 by “si le prospectus ou toute modification de celui-ci contient de l’information fausse ou trompeuse”. 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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