Decision No. 2023-PDG-0035: Temporary Exemption from SEDAR+ Filing Requirement for Eligible Foreign Securities Placements to Authorized Clients

DECISION No. 2023-PDG-0035
General Decision 13-933 regarding a temporary exemption from the obligation to transmit an exempt distribution report via SEDAR+ in the context of placing eligible foreign securities with authorized clients

Definitions

1. The expressions used in this decision are defined in the Quebec Securities Act, RLRQ, c. V-1.1 (the "Act") and Regulation 14-101 on definitions, RLRQ, c. V-1.1, r. 3.
2. In this decision, the following terms apply:
   "authorized client": an authorized client as defined in Appendix 45-106A1, Exempt Distribution Report, of Regulation 45-106 on prospectus exemptions, RLRQ, c. V-1.1, r. 21; "SEDAR+": SEDAR+ as defined in Regulation 13-103 on the Electronic Data System, Analysis and Research + (SEDAR+), RLRQ, c. V-1.1, r. 2.3; "eligible foreign security": an eligible foreign security as defined in Appendix 45-106A1, Exempt Distribution Report, of Regulation 45-106 on prospectus exemptions, RLRQ, c. V-1.1, r. 21.

Context
3. Regulation 13-103 on the Electronic Data System, Analysis and Research + (SEDAR+) (the "Regulation 13-103") came into force on June 9, 2023. It provides that the report referred to in Appendix 45-106A1, Exempt Distribution Report (the "report"), must be transmitted via SEDAR+.
4. This decision aims to introduce a temporary exemption from the obligation to transmit certain reports via SEDAR+ while the Canadian Securities Administrators examine possible improvements to SEDAR+ functionalities.

Decision
5. Pursuant to section 263 of the Act and considering that this does not prejudice the protection of investors, the Autorité des marchés financiers (the "Authority") exempts any person from the obligation, under section 2 of Regulation 13-103, to transmit a report via SEDAR+, subject to the following conditions:
a) the report relates solely to the placement of an eligible foreign security with an authorized client; b) the person transmits it to the Authority as follows:
i) in accordance with Appendix A of this decision; ii) in the form provided for in Appendix B of this decision.

Effective Date
6. This decision takes effect on July 21, 2023.

Done on July 14, 2023

Marie-Claude Soucy
Acting Chief Executive Officer

APPENDIX A
Territory Filing Method
British Columbia EDR@bcsc.bc.ca
Alberta legalapplications@asc.ca
Saskatchewan exemptions@gov.sk.ca
Manitoba securities@gov.mb.ca
Ontario
File a report:

1. complete the PDF form reproduced in Appendix B of this decision, available on the Canadian Securities Administrators website at https://www.autorites-valeursmobilieres.ca/ressources/declarations-de-placement-avec-dispense/;
2. file it via the Ontario Securities Commission (OSC) electronic document filing portal (https://www.osc.ca/fr/depot-de-documents-en-ligne) as follows:
   a) go to the "PDF Document Submissions" section; b) select the filer category "Issuer"; c) select the document type "Report of Exempt Distribution Filings"; d) upload Appendix 1 and, if applicable, Appendix 2 in Excel format in the "Other supporting documents" section. Transmit an offering notice:
3. via the Ontario Securities Commission (OSC) electronic document filing portal (https://www.osc.ca/fr/depot-de-documents-en-ligne)
4. in one of the following ways:
   a) upload it in the "Other supporting documents" section at the same time as the report; b) if it does not accompany a report, select the document type "Any other document not identified above" under the filer category "Issuer". Quebec Dispenses.passeport@lautorite.qc.ca Do not use the fillable PDF form reproduced in Appendix B of this decision, which is available on the Canadian Securities Administrators website. New Brunswick emf-md@fcnb.ca Nova Scotia NSSC_corp_finance@novascotia.ca

Territory Filing Method
Prince Edward Island ccis@gov.pe.ca
Newfoundland and Labrador SecuritiesExemptions@gov.nl.ca Yukon Securities@Yukon.ca Northwest Territories securitiesregistry@gov.nt.ca Nunavut securities@gov.nu.ca

APPENDIX B
Appendix 45-106A1 Exempt Distribution Report
filed pursuant to coordinated general decision 13-933

A. General Instructions

1. Filing Instructions
   The issuer or the underwriter files the information required in this appendix in accordance with Appendix A of the general decision. In all territories, Excel spreadsheets for Appendices 1 and 2 must be used, which are made available by the Canadian Securities Administrators on their website at: https://www.autorites-valeursmobilieres.ca/ressources/declarations-de-placement-avec-dispense/. The fillable PDF form available there must be used in Ontario. However, it cannot be used in Quebec, and its use is optional elsewhere than in Quebec and Ontario. Note: This appendix may only be used for placements of eligible foreign securities with authorized clients, as provided for in Coordinated General Decision 13-933 regarding a temporary exemption from the obligation to transmit an exempt distribution report via SEDAR+ in the context of placing eligible foreign securities with authorized clients. For any other exempt distribution report, the issuer or the underwriter files the information required in this appendix in the manner and using the templates indicated in the Electronic Data System, Analysis and Research + (SEDAR+) in accordance with Regulation 13-103 on the Electronic Data System, Analysis and Research + (SEDAR+), RLRQ, c. V-1.1, r. 2.3. The issuer or the underwriter files the report in the Canadian territory where the placement is made. If the placement is made in several territories, the issuer or the underwriter may fulfill this obligation by completing a single report, indicating all subscribers or purchasers, and filing it in each of the concerned territories. Indicating all subscribers or purchasers in a single report does not affect filing fees. To determine the filing fees payable in a given territory, consult the securities legislation of that territory.

2. Issuer Located Abroad
   An issuer located abroad that determines that a placement has occurred in a Canadian territory includes information on subscribers or purchasers residing in that territory only.

3. Multiple Placements
   The issuer may complete a single report for several placements occurring within a 10-day period, provided it is filed no later than 10 days after the date of the first placement. However, an issuer that is an investment fund relying on the exemptions provided for in paragraph 2 of section 6.2 of Regulation 45-106 on prospectus exemptions may file it annually, in accordance with that paragraph.

4. Expression "subscriber" or "purchaser"
   In this appendix, subscriber or purchaser means the person who has the beneficial ownership of the securities.
   However, if a trust company or a registered advisor referred to in paragraph p or q of the definition of "accredited investor" in section 1.1 of Regulation 45-106 has subscribed to or acquired the securities for an account managed under discretionary mandate, provide information on the trust company or registered advisor and not on the beneficial owner of the account. For the application of paragraph f of section 7 of this appendix, joint subscribers or purchasers may be considered as a single subscriber or purchaser.

5. Expression "issuer"
   In this appendix, unless otherwise indicated, the expression "issuer" includes issuers that are investment funds and those that are not.

6. Issuers that are Investment Funds
   An issuer that is an investment fund completes sections 1 to 3, 6 to 8, 10 and 11 and Appendix 1 of this appendix.

7. Mortgage Investment Entities
   An issuer that is a mortgage investment entity completes all relevant sections of this appendix, except section 6.

8. Language
   The report must be filed in French or English. In Quebec, the issuer or the underwriter must respect the linguistic obligations and rights prescribed by law.

9. Currency
   All amounts must be in Canadian dollars. If the placement was made or remuneration paid in a foreign currency, convert the amount to Canadian dollars at the Bank of Canada daily exchange rate on the date of the placement. If the placement is made on a date where the Bank of Canada daily exchange rate is not available, convert the amount to Canadian dollars at the last available Bank of Canada daily exchange rate before the date of the placement. In the case of an investment fund that proceeds with the permanent placement of its securities, convert the amount to Canadian dollars at the Bank of Canada average daily exchange rate for the placement period covered by the report. If the placement was not made in Canadian dollars, indicate the foreign currency in paragraph a of section 7.

10. Date of information in the report
    Unless otherwise indicated in this appendix, provide the information as of the end date of the placement.

11. Date of Incorporation
    As the date of incorporation, indicate the date on which the issuer was incorporated or continued.
    If it results from a merger, arrangement, amalgamation, or reorganization, indicate the date of the last transaction.

12. Security Codes
    When the type of security must be indicated, use the following codes:
    Security Code Type of Security
    BND Bonds
    CER Certificates (including certificates of identical cash flow securities, trust certificates) CMS Common Shares CVD Convertible Unsecured Debentures CVN Convertible Notes CVP Convertible Preferred Shares DCT Cryptocurrencies or digital tokens DEB Unsecured Debentures DRS Foreign Share Certificates (such as American or international certificates representing foreign shares) FTS Entitlement Shares FTU Entitlement Units LPU Limited Partnership Units and interests in a limited partnership (including capital commitments) MTG Mortgage Loans (except syndicated mortgage loans) NOT Notes (all except convertible notes) OPT Options PRS Preferred Shares RTS Rights SMG Syndicated Mortgage Loans SUB Subscription Receipts UBS Security Units (e.g., a unit composed of a common share and a subscription warrant) UNT Units (exclude security units, include trust units and mutual fund units) WNT Warrants (including special warrants) OTH Other securities not included above (if this choice is made, provide information on the type of security in paragraph d of section 7)

13. Placement of the Same Security by Multiple Issuers
    If two or more issuers place the same security, indicate their full names in section 3.

B. Expressions used in the appendix

1. For the application of this appendix, the following apply:
   "BDNI": the National Registration Database;
   "authorized client": an authorized client as defined in Regulation 31-103 on registration requirements and ongoing obligations of registered persons, RLRQ, c. V-1.1, r. 10; "foreign reporting issuer": an issuer that meets one of the following criteria:
   a) it has a class of securities listed under section 12 of the Securities Exchange Act of 1934; b) it is required to file reports under subsection (d) of section 15 of that Act; c) it is required to provide information about the issuer and the trading of its securities to the public, its holders, or a securities authority, and this information is made public in a designated foreign territory; "legal entity identifier": the unique identification code assigned to the person, as applicable:
   a) in accordance with standards established by the International Legal Entity Identifier System; b) that complies with standards for legacy legal entity identifiers established by the Regulatory Oversight Committee for the International Legal Entity Identifier System; "SEDAR+ profile": the profile provided for in section 4 of Regulation 13-103 on the Electronic Data System, Analysis and Research + (SEDAR+); "SEDAR+": SEDAR+ as defined in Regulation 13-103 on the Electronic Data System, Analysis and Research + (SEDAR+); "designated foreign territory": South Africa, Germany, Australia, Spain, France, Hong Kong, Italy, Japan, Mexico, New Zealand, the Netherlands, the United Kingdom of Great Britain and Northern Ireland, Singapore, Sweden, or Switzerland; "eligible foreign security": a security offered primarily in a foreign territory in the context of a securities placement in one of the following cases:
   a) the security is issued by an issuer that meets the following conditions:
   i) it is incorporated or established under the laws of a foreign territory; ii) it is not a reporting issuer in any territory of Canada; iii) its head office is located abroad; iv) the majority of its senior management and directors ordinarily reside abroad; b) the security is issued or guaranteed by the government of a foreign territory.
2. For the application of this appendix, a person is related to an issuer or an investment fund manager if either of the following two conditions applies:
   a) one of the two is controlled by the other; b) each of them is under the control of the same person.

Appendix 45-106A1 Exempt Distribution Report
filed pursuant to coordinated general decision 13-933

SECTION 1 – TYPE OF REPORT
New Report
Modified Report
If applicable, indicate the filing date of the modified report (YYYY-MM-DD)

SECTION 2 – PARTY ATTESTING THE REPORT
Indicate the party attesting to the report (choose only one option). To determine if an issuer is an investment fund, refer to section 1.1 of Regulation 81-106 on continuous disclosure of investment funds, RLRQ, c. V-1.1, r. 42) and the General Instruction regarding Regulation 81-106 on continuous disclosure of investment funds. Issuer that is an investment fund Issuer (other than an investment fund) Underwriter

SECTION 3 – NAME OF THE ISSUER AND OTHER IDENTIFIERS
Provide the following information on the issuer or, if it is an investment fund, on the fund.
Full Name
Previous Full Name
If it has changed in the last 12 months, provide the most recent one.
Website (if applicable)
Indicate below the legal entity identifier of the issuer, if applicable. For the definition of this expression, refer to part B of the instructions. Legal Entity Identifier If two or more issuers place the same security, indicate their full names, except for the aforementioned issuer. Full Names of Co-Issuers (if applicable)

SECTION 4 – INFORMATION ON THE UNDERWRITER
If an underwriter completes the report, indicate its full name, its BDNI number, and its SEDAR+ profile number.
Full Name
Company BDNI Number (if applicable)
SEDAR+ Profile Number (if applicable)

SECTION 4 – INFORMATION ON THE UNDERWRITER
If the underwriter has no BDNI number or SEDAR+ profile, indicate the contact details of its headquarters.
Number and Street

City Province/State
Country Postal Code
Phone Number Website (if applicable)

SECTION 5 – INFORMATION ON THE ISSUER
Do not complete this section if the issuer is an investment fund. Proceed to the next section. a) Main Business Sector Indicate the North American Industry Classification System (NAICS) code (6 digits only) that, in your opinion, best corresponds to the main business sector of the issuer. NAICS Code If the issuer is in the mining sector, indicate the stage of development. This does not apply to issuers providing services to issuers operating in the mining sector. Select the category that best describes the stage of development. Exploration Development Production Does the main activity of the issuer consist of investing all or substantially all of its assets in one or both of the following sectors? If so, indicate which ones. Mortgage Real Estate Commercial Consumer Closed Companies Cryptoassets b) Number of Employees Number of Employees: Less than 50 50 to 99 100 to 499 500 or more c) SEDAR+ Profile Number (if applicable) If the issuer has no SEDAR+ profile, complete paragraphs d to h of this section. d) Headquarters Address Number and Street Province/State City Postal Code Country Phone Number e) Dates of Incorporation and Fiscal Year End Date of Incorporation Fiscal Year End Date YYYY MM DD MM DD

f) Reporting Issuer Status
Is the issuer a reporting issuer in a territory of Canada? No Yes If so, indicate in which territory(ies).
All AB BC MB NB NL NT
NS NU ON PE QC SK YT g) Listing
Indicate the CUSIP number of the issuer, if applicable (first 6 digits only).
CUSIP Number
Enter the name of the exchange on which the issuer's equity securities are primarily traded, if applicable. Indicate only the name of an exchange and not the name of a trading mechanism, such as an automated trading system. Exchange Name h) Issuer Asset Size Indicate the size of the issuer's assets according to its latest annual financial statements (CAD $). In the absence of such statements for its first fiscal year, indicate the value of its assets as of the end date of the placement. Less than $5 M From $5 M to less than $25 M From $25 M to less than $100 M From $100 M to less than $500 M From $500 M to less than $1 B $1 B or more

SECTION 6 – INFORMATION ON THE ISSUER THAT IS AN INVESTMENT FUND
If the issuer is an investment fund, provide the following information. a) Information on the Investment Fund Manager Full Name Company BDNI Number (if applicable) SEDAR+ Profile Number (if applicable)

SECTION 4 – INFORMATION ON THE UNDERWRITER
If the investment fund manager has no BDNI number or SEDAR+ profile, indicate the contact details of its headquarters.
Number and Street
City Province/State
Country Postal Code
Phone Number Website (if applicable) b) Type of Investment Fund

Type of investment fund that best corresponds to the issuer (check only one box).
Money Market Equity Fixed Income Balanced
Alternative Strategies Cryptoassets Other (specify):
Indicate if the following statements apply to the investment fund.
It invests primarily in other investment funds It is an UCITS1 Undertakings for Collective Investment in Transferable Securities (UCITS) are investment funds regulated by European Union (EU) directives that allow collective investment undertakings to operate throughout the EU on the basis of a passport, with the authorization of one of the member countries. c) Net Asset Value of the Investment Fund Indicate the net asset value of the investment fund as of the date of the last calculation (CAD $). Less than $5 M From $5 M to less than $25 M From $25 M to less than $100 M From $100 M to less than $500 M From $500 M to less than $1 B $1 B or more Date of Net Asset Value Calculation:
YYYY MM DD
If the investment fund has no SEDAR+ profile, complete paragraphs d to f of this section. d) Dates of Incorporation and Fiscal Year End of the Investment Fund Date of Incorporation Fiscal Year End Date YYYY MM DD MM DD e) Reporting Issuer Status of the Investment Fund Is the investment fund a reporting issuer in a territory of Canada? No Yes If so, indicate in which territory(ies). All AB BC MB NB NL NT NS NU ON PE QC SK YT f) Listing of the Investment Fund Indicate the CUSIP number of the investment fund, if applicable (first 6 digits only). CUSIP Number Enter the name of the exchange on which the investment fund's equity securities are primarily traded, if applicable. Do not indicate the name of a trading mechanism, such as an automated trading system. Exchange Name

SECTION 7 – INFORMATION ON THE PLACEMENT
If the issuer located abroad makes a placement in a Canadian territory, include only information on subscribers or purchasers residing in that territory in this section and Appendix 1. Do not include securities issued in payment of commissions, including intermediary commissions related to the placement, which are covered in section 8. Align the information in this section with that provided in Appendix 1 of the report.

a) Currency
Indicate the currency in which the placement was made. All amounts presented in this report must be in Canadian dollars.
Canadian Dollars US Dollars Euro Other (specify):
b) Placement Date(s)
Indicate the start and end dates of the placement. If the report concerns securities placed on a single placement date, indicate this date as both the start and end dates. If the report concerns securities subject to a permanent placement, indicate the start and end dates of the placement period covered by the report. Start Date: End Date:
YYYY MM DD YYYY MM DD c) Detailed Information on the Subscriber or Purchaser Complete Appendix 1 of this appendix for each subscriber or purchaser and attach it to the completed report. d) Types of Securities Placed Provide the following information for all placements reported for each security. Refer to paragraph 12 of part A of the instructions for how to indicate the security code. Indicate the 9-digit CUSIP number assigned to the placed security, if applicable. CAD $ Security Code CUSIP Number (if applicable) Description of Security Number of Securities Single Price or Lowest Highest Price Total Amount e) Details on Rights and Convertible or Exchangeable Securities If rights (e.g., subscription warrants, options)