Draft Regulation to amend Regulation 44-101 respecting Short Form Prospectus Distributions

REGULATION TO AMEND REGULATION 44-101 RESPECTING SHORT FORM PROSPECTUS DISTRIBUTIONS Securities Act (chapter V-1.1, s. 331.1, par. (1), (2), (4.1) and (8))

1. Sections 7.2 and 7.4 of Regulation 44-101 respecting Short Form Prospectus
   Distributions (chapter V-1.1, r. 16) are amended by replacing, in section 7.2, paragraph (c) and, in section 7.4, subparagraph (c) of paragraph (2) with the following:
   “(c) upon issuance of a receipt for the preliminary short form prospectus, (i) a written or oral statement that the preliminary short form prospectus is available on SEDAR is made to each person that, in response to the solicitation, expressed an interest in acquiring the securities, or (ii) a copy of the preliminary short form prospectus is sent to each person that, in response to the solicitation, expressed an interest in acquiring the securities, and”.
2. Section 7.5 of the Regulation is amended by replacing paragraph (2) with the
   following:
   “(2) A standard term sheet provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:
   “A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada]. The preliminary short form prospectus will be available on SEDAR. A copy of the preliminary short form prospectus may be obtained from [insert contact information for the investment dealer or underwriters]. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.”.”.
3. Section 7.6 of the Regulation is amended:
   (1) by replacing, in paragraph (1), subparagraph (g) with the following:
   “(g) the marketing materials include a statement that the preliminary short form prospectus will be available on SEDAR, or, upon issuance of a receipt for the preliminary short form prospectus, a copy of the preliminary short form prospectus is sent to each person that received the marketing materials and expressed an interest in acquiring the securities.”. (2) by replacing paragraph (5) with the following:
   “(5) Marketing materials provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:
   “A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and

2 territories of Canada]. The preliminary short form prospectus will be available on SEDAR. A copy of the preliminary short form prospectus may be obtained from [insert contact information for the investment dealer or underwriters]. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.”.”.
4. Section 7.7 of the Regulation is amended by replacing, in paragraph (3),
subparagraph (c) with the following:
“(c) make an oral statement at the commencement of the road show that the preliminary prospectus or any amendment will be available on SEDAR, or, upon issuance of a receipt for the preliminary prospectus, provide the investor with a copy of the preliminary prospectus or any amendment.”.
5. Form 44-101F1 of the Regulation is amended:
(1) by inserting, after item 1.9, the following:
“1.9.1. Right of Withdrawal
Include a cross-reference to the section in the short form prospectus or any amendment where information about the right to withdraw from an agreement to purchase securities is provided.”. (2) by inserting, after item 20.1, the following:
“20.1.1. Access Procedures – General
If the issuer intends to issue and file, under subsection 2A.3(3) or 2A.4(1) of Regulation 41-101 respecting General Prospectus Requirements, under subsection 6A.3(3) or 6A.4(1) of Regulation 44-102 respecting Shelf Distributions (chapter V-1.1, r. 17), or under subsection 2A.3(3) or 2A.4(1) of Regulation 44-103 respecting Post￾Receipt Pricing (chapter V-1.1, r. 18), a news release announcing that the short form prospectus or any amendment is available on SEDAR, replace the second sentence in the statement required under section 20.1 with a sentence in substantially the following form:
“This right may be exercised within 2 business days after the later of (a) the date that the issuer (i) filed the prospectus or any amendment on SEDAR and a receipt is issued for the document, and (ii) issued and filed a news release on SEDAR announcing that the document is available, and (b) the date that the purchaser has entered into an agreement to purchase the securities.”.”; (3) by inserting, after item 20.2, the following:
“20.2.1. Access Procedures – Non-fixed Price Offerings In the case of a non-fixed price offering, if the issuer intends to issue and file, under subsection 2A.3(3) or 2A.4(1) of Regulation 41-101 respecting General Prospectus Requirements, under subsection 6A.3(3) or 6A.4(1) of Regulation 44- 102 respecting Shelf Distributions, or under subsection 2A.3(3) or 2A.4(1) of Regulation 44- 103 respecting Post-Receipt Pricing, a news release announcing that the short form prospectus or any amendment is available on SEDAR, replace, if applicable in the jurisdiction in which the short form prospectus is filed, the second sentence in the statement required under section 20.1 with a sentence in substantially the following form:

3
“Irrespective of the determination at a later date of the purchase price of the securities distributed, this right may only be exercised within 2 business days after the later of (a) the date that the issuer (i) filed the prospectus or any amendment on SEDAR and a receipt is issued for the document, and (ii) issued and filed a news release on SEDAR announcing that the document is available, and (b) the date that the purchaser has entered into an agreement to purchase the securities.”.”.
6. (1) This Regulation comes into force on (indicate here the date of coming into
force of this Regulation).
(2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registrar of Regulations after (indicate here the date of coming into force of this Regulation), this Regulation come into force on the day on which it is filed with the Registrar of Regulations.