Policy Statement to Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)

POLICY STATEMENT TO REGULATION 13-103 RESPECTING SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL +(SEDAR+) Introduction The purpose of this Policy Statement is to provide guidance on how regulators, except in Québec, and securities regulatory authorities (“we” or “us”) interpret or apply certain provisions of Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+) (insert reference) (the “Regulation”). This Policy Statement includes explanations, discussion and examples of the application of various parts of the Regulation. Phased approach to SEDAR+ The National Systems Renewal Program of the Canadian Securities Administrators (“CSA”) proposes to implement the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) in several phases, with the objective of replacing all current CSA national systems. The first phase (“Phase 1”) replaces the System for Electronic Document Analysis and Retrieval (“SEDAR”), the National Cease Trade Order Database and the Disciplined List. Phase 1 relates principally to documents filed by issuers with regulators, except in Québec, or securities regulatory authorities, including:

• all documents previously filed with or delivered through SEDAR;
• Form 45-106F1 Report of Exempt Distribution, previously filed in the British
  Columbia Securities Commission (“BCSC”) eServices system, the Ontario Securities Commission (“OSC”) Electronic Filing Portal, and in all other jurisdictions on SEDAR. In future phases of SEDAR+, we expect SEDAR+ will be capable of accepting the transmission of documents filed with or delivered to regulators, except in Québec, and securities regulatory authorities by insiders, registrants, derivatives market participants and regulated entities (such as a marketplace, a self-regulatory body or self-regulatory organization, or a clearing agency). Phasing of applications, pre-filings and documents under decisions Applications, pre-filings, and documents filed or delivered under decisions, are being brought into SEDAR+ in a phased manner. Phase 1 of SEDAR+ generally includes all applications, pre-filings and documents previously filed or delivered by issuers, whether in the BCSC eServices system, the OSC Electronic Filing Portal, or by email, courier or regular mail including, but not limited to, applications:
• for an exemption from a provision of securities legislation;
• to be designated as a reporting issuer, mutual fund or non-redeemable investment
  fund;
• to cease to be a reporting issuer;
• for a full or partial revocation of a cease trade order;
• for a management cease trade order.
  Generally, a person that is an issuer will file or deliver through SEDAR+ an application, pre-filing, or document filed or delivered under a decision, while a person that is an insider, a registrant, a derivatives market participant or a regulated entity will file or deliver the document in the same manner as it currently does, until a future phase of SEDAR+. In future phases of SEDAR+, we expect that SEDAR+ will be capable of accepting the transmission of applications, pre-filings or other documents filed or delivered to regulators, except in Québec, or securities regulatory authorities by insiders, registrants, derivatives market participants and regulated entities.

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If a provision of Canadian securities legislation is included in Column A of the
Appendix of the Regulation, a pre-filing in relation to that provision or an application for an
exemption from that provision will not be filed through SEDAR+ at this time, except in the limited circumstances outlined in Column B of the Appendix. Generally when an application is filed in SEDAR+ pursuant to Column B of the
Appendix, and a decision is made, the filer should also transmit through SEDAR+ all
documents required to be filed or delivered pursuant to the decision.
Section 1 – Definitions and Interpretation
Unless defined in the Regulation, terms used in the Regulation have the same meanings as in Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3). The term “document” includes any report, form, application, pre-filing, information, material and notice, as well as a copy thereof, and applies to a document that is required or permitted to be filed or deposited with, or delivered, furnished, sent, provided, submitted or otherwise transmitted to, a regulator, except in Québec, or securities regulatory authority.
Section 2 – Transmission of documents through SEDAR+
We consider the requirement in section 2 that documents filed with or delivered to us be transmitted through SEDAR+ will generally include filings referred to in policies or staff notices. Examples include a “pre-filing” or “waiver application” under Policy Statement 11-202 respecting Process for Prospectus Reviews in Multiple Jurisdictions (“Policy Statement 11-202”), a “pre-filing” under Policy Statement 11-203 respecting Process for Exemptive Relief Applications in Multiple Jurisdictions and the review of a prospectus on confidential pre-file basis under CSA Staff Notice 43-310 Confidential Pre-File Review of Prospectuses (for non-investment fund issuers).
Section 3 – Transmission of documents outside of SEDAR+
Under paragraph 3(i), the Regulation does not apply to a document required or permitted to be filed or delivered under any of the provisions of securities legislation set out in Column A of the Appendix of the Regulation, unless an exception in Column B applies. The same applies to any document that a person is required or permitted to file or deliver pursuant to a decision or order issued in respect of any of the provisions of securities legislation set out in Column A of the Appendix, unless an exception in Column B applies. We expect that all of these documents will be incorporated into SEDAR+ in future phases of SEDAR+. A person will file these documents with, or deliver them to, the regulator, except in Québec, or securities regulatory authority in the same manner that it currently does, including by email, courier or regular mail, through the System for Electronic Disclosure by Insiders (“SEDI”), or through the National Registration Database. For example, an issuer filing an issuer event report under National Instrument 55-102, System for Electronic Disclosure by Insiders (SEDI) (chapter V-1.1, r. 30) will transmit this information through SEDI. The Appendix also contains certain exceptions set out in Column B relating to documents filed under the provisions of securities legislation indicated in Column A that will be transmitted through SEDAR+ in Phase 1. For example, Regulation 45-108 respecting Crowdfunding (chapter V-1.1, r. 21.02) contains certain registration requirements for funding portals and registered individuals of funding portals, which will be filed outside of SEDAR+ until a future phase of SEDAR+. The exceptions in Column B that relate to Regulation 45- 108 respecting Crowdfunding are the following documents that an issuer will transmit through SEDAR+ as part of Phase 1:

• a Form 45-106F1 Report of Exempt Distribution;
• a crowdfunding offering document;
• additional distribution material;

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• financial statements filed by an issuer that is not a reporting issuer;
• a notice of use of proceeds.
  Subsection 5(1) – Payment of fees
  A filer should consult Regulation 13-102 respecting System Fees (insert reference) to determine whether it is required to pay a system fee when transmitting a document in SEDAR+, and the amount of any applicable system fee. A filer should consult the local fee rules in each jurisdiction to determine whether it is also required to pay a regulatory filing fee when transmitting a document to the regulator, except in Québec, or securities regulatory authority, and the amount of any applicable regulatory filing fee. Subsection 5(4) – Significant connection In order to determine the jurisdiction with which a person has the most significant connection, a filer should refer to the factors outlined in subsection 3.4(7) of Policy Statement 11-202. Subsection 7(3) – Decisions and orders in British Columbia Because of differing legislative requirements, subsection 7(1) of the Regulation does not apply in British Columbia. The British Columbia Securities Commission has issued BC Instrument 13-505 Filings Made under Decisions, which has the same effect as subsection 7(1) of the Regulation. Using format and templates specified in SEDAR+ A person satisfies a requirement in securities legislation to file a document with, or deliver a document to, the regulator, except in Québec, or securities regulatory authority in a prescribed format by transmitting the information in the manner and using the format and templates, if any, specified in SEDAR+. For example, SEDAR+ requires a filer to transmit Form 45-106F1 Report of Exempt Distribution in the format and using the templates specified in SEDAR+. In doing so, the filer satisfies all requirements of Form 45-106F1 Report of Exempt Distribution that relate to the prescribed format of the report. Effective time of filing or delivery SEDAR+ is generally available 24 hours a day, seven days a week. We consider a document to be filed with or delivered to the regulator, except in Québec, or securities regulatory authority when the transmission of the document through SEDAR+ has been completed. SEDAR+ allows a filer to confirm the date and time that the transmission of a document was completed. Although SEDAR+ is generally available every day to receive documents, Canadian securities legislation or Canadian securities directions that refer to a review of a document by the regulator, except in Québec, or securities regulatory authority (for example our timelines to provide a filer with comments on our review of a preliminary prospectus) will continue to provide that the review be carried out within a certain number of business days. Consent In certain jurisdictions, the regulator, except in Québec, or securities regulatory authority must consent to a document being filed with or delivered to it by the transmission of the document through SEDAR+. We take the view that the acceptance of documents transmitted through SEDAR+ in accordance with the Regulation satisfies any such consent requirement of the regulator, except in
  Québec, or securities regulatory authority contained in electronic commerce legislation.

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Requirement to file more than one copy of a document If any provision of securities legislation requires a person to file with or deliver to the regulator, except in Québec, or securities regulatory authority more than one copy of a document, the transmission of the document through SEDAR+ in accordance with the Regulation satisfies such a requirement. Official copy of documents We consider that, for purposes of securities legislation, securities directions or any other related purpose, an official record of any document transmitted through SEDAR+ is the document stored in SEDAR+. Certified copy of documents Securities legislation in certain jurisdictions contains a requirement to produce or make available an original or certified copy of information filed under the securities legislation. We take the view that the regulator, except in Québec, or securities regulatory authority satisfies such a requirement by providing a printed copy of the information that contains, or is accompanied by, a certificate of the regulator, except in Québec, or securities regulatory authority confirming that the printed copy is a copy of the information filed in SEDAR+. Use of SEDAR+ by the regulator or securities regulatory authority The regulator, except in Québec, or securities regulatory authority will transmit certain documents through SEDAR+. For example, we will generally transmit through SEDAR+ a receipt and other confirmation of acceptance for a document transmitted through SEDAR+, such as a receipt for a prospectus. We will also generally transmit through SEDAR+ comment related to a prospectus or an application for an exemption that has been filed through SEDAR+. Public accessibility of documents in SEDAR+ Securities legislation generally requires that the regulator, except in Québec, or securities regulatory authority make documents filed with it available for public inspection during normal business hours. We consider that the regulator, except in Québec, or securities regulatory authority satisfies this requirement by making such documents publicly available in SEDAR+. Under securities legislation, documents required or permitted to be delivered are not required to be publicly available but may be subject to an application made under freedom of information legislation. Filers that transmit information in SEDAR+ are responsible for complying with applicable privacy laws. Changing access to transmitted documents To change the access status of a document from public to private, a person should submit a formal request for confidentiality, generally by way of an application made to the regulator, except in Québec, or the securities regulatory authority, under the relevant provisions of securities legislation. The regulator, except in Québec, or securities regulatory authority will generally not change the access status of a document from public to private until the request has been reviewed, and a decision has been made in favour of the person. In the
following limited circumstances, we will consider changing the access status of a document from public to private in SEDAR+ without a formal request for confidentiality:

• a person transmits a document under the incorrect profile;
• a person transmits a fee form with an incorrect calculation;
• a person transmits a document that contains a virus;

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• a person entitled to file a redacted version of a material contract or agreement
  transmits a non-redacted version of the document in error;
• a recipient agency inadvertently makes a document public in connection with a
  prospectus filing which should have remained private.
  To request a change in the access status of a document from public to private in SEDAR+ in these circumstances, a person should make a written request to its principal regulator, determined in accordance with subsection 5(2), 5(3) or 5(4) of the Regulation. Since there may be no formal request for confidentiality and, as a result, no confidentiality decision in these limited circumstances, filers should note that documents that are required to be filed and whose access is changed to private in SEDAR+ may still be made available for public inspection under securities legislation. Filers should also note that changing the access status of a document from public to private in SEDAR+ does not necessarily remove the document from the public domain. For example, various search engines may continue to index the document, notwithstanding that we have changed the access status of the document to private in SEDAR+. We do not assist filers to remove documents from the public domain. Documents filed with or delivered to us may also be subject to disclosure under freedom of information legislation.