Decision No. 2025-PDG-0034: Coordinated General Decision 45-935 Regarding Exemption from Certain Conditions for Listed Issuer Financing Exemption

DECISION NO. 2025-PDG-0034
Coordinated General Decision 45-935 regarding the exemption from certain conditions of the exemption for listed issuer financing

Definitions

1. The expressions defined in the Securities Act, RLRQ, c. V-1.1, (the "Act"), Regulation 14-101 on definitions, RLRQ, c. V-1.1, r. 3, and Regulation 45-106 on prospectus exemptions, RLRQ, c. V-1.1, r. 21, (the "Regulation 45-106") have the same meaning in this decision.
2. In this decision, we mean by:
   "Appendix 45-106A19": Appendix 45-106A19, Listed Issuer Financing Document; "exemption": the prospectus exemption provided for in Part 5A of Regulation 45-106; "prior placement of the listed issuer": any prior placement made under the exemption or any prior placement made under the exemption combined with the exemption provided for by this decision or a similar order of exemption issued by another regulatory authority or another securities authority.

Context
3. In order to facilitate the raising of capital by listed issuers subject to the Act, the Autorité des marchés financiers (the "AMF") considers it appropriate to exempt them from certain conditions of the exemption.

Decision
4. Pursuant to section 263 of the Act and considering that this does not prejudice the protection of savers, the AMF decides to exempt any issuer relying on the exemption from the obligations provided for in paragraphs g and h of section 5A.2 of Regulation 45-106 as well as in the third point of section 3 of Appendix 45-106A19 when the following conditions are met:

a) on the date of publication of the press release referred to in paragraph k of section 5A.2 of Regulation 45-106, the total amount of the placement, combined with the amount of all other prior placements of the listed issuer during the 12 months immediately preceding this date, does not exceed, assuming the closing of the placement, the highest of the following amounts:
i) $25,000,000; ii) if the issuer:
A) has not closed a prior placement of the listed issuer during the 12-month period immediately preceding the date of the press release referred to in paragraph k of section 5A.2 of Regulation 45-106, 20% of the total market value of its listed securities on the date of the press release announcing the placement, up to $50,000,000; B) has closed a prior placement of the listed issuer during the 12-month period immediately preceding the date of the press release referred to in paragraph k of section 5A.2 of Regulation 45-106, 20% of the total market value of its listed securities on the date of the press release announcing the first of the prior placements of the listed issuer carried out during this period, up to $50,000,000;

b) if the issuer has not closed a prior placement of the listed issuer during the 12-month period immediately preceding the date of the press release referred to in paragraph k of section 5A.2 of Regulation 45-106, the placement, including securities that may be issued upon the conversion of subscription warrants if the latter are convertible within 60 days following the closing of the placement, will not result in an increase of more than 50% of its listed equity securities outstanding on the date of the press release;

c) if the issuer has closed a prior placement of the listed issuer during the 12-month period immediately preceding the date of the press release referred to in paragraph k of section 5A.2 of Regulation 45-106, the placement, including securities that may be issued upon the conversion of subscription warrants if the latter are convertible within 60 days following the closing of the placement, combined with all other prior placements of the listed issuer during this period, will not result in an increase of more than 50% of its listed equity securities outstanding on the date of the press release announcing the first of the prior placements of the listed issuer carried out during this period;

d) the placement does not have the effect of adding a new person participating in control;

e) the placement does not result in a person acquiring the beneficial ownership of a number of listed equity securities of the issuer sufficient to elect the majority of the directors of the issuer, nor to exercise control over such securities;

f) instead of the mention referred to in the third point of section 3 of Appendix 45-106A19, the issuer includes the following mentions in bold on the title page of the document provided for in Appendix 45-106A19, duly completed:

• [Name of the issuer] relies on the exemption provided for by Coordinated General Decision 45-935 regarding the exemption from certain conditions of the exemption for listed issuer financing (the decision) and may place securities under the exemption provided for therein.
• The total amount of this placement, combined with the amount of all other placements made under the exemption for listed issuer financing and under the decision during the 12 months immediately preceding the date of the press release announcing this placement, will not exceed [insert the highest amount between $25,000,000 and the amount corresponding to 20% of the total market value of the listed securities of the issuer established in accordance with the decision, up to $50,000,000].

Effective Date
5. This decision takes effect on May 15, 2025.
Made on May 6, 2025
Yves Ouellet
President and Chief Executive Officer