Policy Statement to Regulation 44-102 Respecting Shelf Distributions

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 1 Last amendments in force on April 16, 2024 POLICY STATEMENT TO REGULATION 44-102 RESPECTING SHELF DISTRIBUTIONS
PART 1
GENERAL
1.1 Relationship of the Regulation to Securities Legislation
(1) Issuers are reminded that the rules and procedures contained in Regulation 44-102 for distributions made under the shelf procedures should be read in conjunction with other provisions of securities legislation in each jurisdiction in which a distribution is being made. (2) A distribution under a short form prospectus using the shelf procedures is subject to all the requirements of Regulation 44-101 respecting Short Form Prospectus Distributions (chapter V-1.1, r. 16), some of the requirements of Regulation 41-101 respecting General Prospectus Requirements (chapter V-1.1, r. 14), and other provisions of securities legislation, as supplemented or varied by Regulation 44-102 and the implementing law of the jurisdiction. Reference is made to section 1.5 of the Policy Statement to Regulation 44-101 for a discussion of the relationship between Regulation 44-101 and Regulation 44-102, and to subsection 1.2(5) of the Policy Statement to Regulation 41-101 for a discussion of the relationship among Regulation 41-101, Regulation 44-101 and Regulation 44-102.
1.1.1. Electronic transmission
Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+) (chapter V-1.1, r. 2.3) prescribes that each document that is required or permitted to be provided to a regulator, except in Québec, or securities regulatory authority must be transmitted to the regulator, except in Québec, or securities regulatory authority electronically through the System for Electronic Data Analysis and Retrieval + (SEDAR+). The reference to a document includes any report, form, application, information, material and notice, as well as a copy thereof, and applies to documents that are 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.

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 2 To reflect the phased implementation of SEDAR+, the Appendix of Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+) sets out securities legislation under which documents are excluded from being filed or delivered in SEDAR+. Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+) should be consulted when providing any document to a regulator, except in Québec, or securities regulatory authority under Regulation 44-102 and this policy.
1.2 Liability
(1) The securities regulatory authorities are of the view that an issuer's prospectus certificate contained in an amendment to a base shelf prospectus filed under the shelf procedures supersedes and replaces the issuer's certificate contained in the base shelf prospectus. Accordingly, an officer who signed the later dated certificate and the directors at the time the amendment was filed would be subject to statutory civil liability to purchasers of securities under the amended base shelf prospectus. (2) The securities regulatory authorities are of the view that an issuer's prospectus certificate contained in a shelf prospectus supplement filed under the shelf procedures supersedes and replaces the issuer's certificate contained in the base shelf prospectus for purposes of the distribution of securities under the shelf prospectus supplement. Accordingly, an officer who signed the later dated certificate and the directors at the time the supplement was filed would be subject to statutory civil liability to purchasers of securities under the shelf prospectus supplement.
1.3 Marketing before the Filing of a Shelf Prospectus Supplement
After a receipt has been issued for a base shelf prospectus, we do not have the same regulatory concerns about “marketing” before the filing of a shelf prospectus supplement as we do about “pre-marketing” before the filing of a short form prospectus or a long form prospectus (see section 6.4 of Policy Statement to Regulation 41-101). A preliminary form of shelf prospectus supplement describing a tranche of securities to be offered under the shelf procedures (a draw-down) may be used in marketing the securities before the public offering price is determined. Issuers are reminded that the ability to use a preliminary form of shelf prospectus supplement in this manner for a distribution of equity securities under an unallocated base shelf prospectus is subject to the requirement in section 3.2 of Regulation 44-102 to issue a news release once the issuer or selling securityholder has formed a reasonable expectation that the distribution will proceed. Issuers should also consider whether the decision to pursue a draw-down under an allocated base shelf prospectus is a material change under applicable securities legislation. If the decision is a material change, the news release and material change report requirements in Part 7 of Regulation 51-102 and other securities legislation apply.

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 3 In order to address selective disclosure concerns, an issuer will generally file any preliminary form of shelf prospectus supplement on SEDAR+ and ask their principal regulator to make it public. However, staff of securities regulatory authorities will not be “pre-clearing” any preliminary form of shelf prospectus supplement (unless the issuer is filing a draft supplement pursuant to an undertaking previously given to securities regulatory authorities). If an issuer does not issue a news release about a potential draw-down under a base shelf prospectus, then the relevant investment dealers should consider measures to ensure compliance with applicable securities laws relating to selective disclosure, insider trading and trading by “tippees” (these laws are summarized in sections 3.1 and 3.2 of National Policy 51-201: Disclosure Standards (Decision 2002-C-0244, 2002-07-09)) before circulating a preliminary form of shelf prospectus supplement to investors. Issuers and investment dealers should also refer to the guidance on marketing activities in Part 6 of the Policy Statement to Regulation 41-101. While Regulation 44-102 has provisions on marketing after a receipt for a final base shelf prospectus, Regulation 41-101 has general provisions that apply to marketing during the waiting period.
PART 2
SHELF PROCEDURES
2.1 Shelf Qualification
(1) The principle guiding the qualification provisions of Regulation 44-102 is that any distribution under a short form prospectus, other than rights offerings, may be effected using the shelf procedures. (2) A distribution using the shelf procedures is necessarily a distribution under a short form prospectus. Therefore, issuers must be qualified to file a prospectus in the form of a short form prospectus under Regulation 44-101 and must satisfy the additional qualification criteria under Part 2 of Regulation 44-102.
2.2 Period of Receipt Effectiveness
(1) Regulation 44-102 provides that a receipt for a base shelf prospectus is effective until the earliest of the following 3 events: (i) the date 25 months from the date of the issuance of a receipt for the base shelf prospectus, (ii), the time immediately before selling the securities, if certain prescribed conditions relating to the issuer’s qualification to file a prospectus in the form of a short form prospectus are not satisfied, and (iii) in Ontario, the lapse date of the receipt prescribed by securities legislation, if no relief has been granted to the issuer through a blanket ruling or upon application by the issuer. This receipt expiry mechanism is designed to impose a limit of, essentially, 2 years on shelf distributions under the same base shelf prospectus and to prevent distributions of

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 4 securities under a base shelf prospectus if the issuer would no longer be qualified under Regulation 44-101. (2) The securities legislation in some jurisdictions provides that a prospectus receipt does not continue to be effective for more than one year absent relief granted by the securities regulatory authority in that jurisdiction. Some of these jurisdictions have provided blanket relief for receipts issued for base shelf prospectuses. (3) (paragraph deleted).
2.3 Unallocated Shelf
(1) Section 3.1 of Regulation 44-102 provides that a base shelf prospectus may pertain to different types of securities. This allows a base shelf prospectus to be used to distribute any combination of debt securities, preferred shares, derivatives, asset￾backed securities and equity securities, for which the issuer is eligible to participate in the short form prospectus distributions system. (2) In the case of an unallocated base shelf prospectus, section 3.2 of Regulation 44-102 requires an issuer or a selling securityholder to issue a news release immediately upon having formed a reasonable expectation that a distribution of equity securities under the unallocated shelf prospectus will proceed. An issuer or selling securityholder will generally only have formed such a reasonable expectation upon having discussions with an underwriter concerning the distribution of some specificity and certainty.
2.4 Distributions of Novel Derivatives and Asset-Backed Securities using the
Shelf Procedures
(1) The securities regulatory authorities recognize the utility of the shelf procedures for distributions of derivatives and asset-backed securities in order to permit tranches of these products to be priced and distributed expeditiously to take advantage of market opportunities, without the need for regulatory approval. (2) However, the securities regulatory authorities are also aware of the complexities that may be associated with distributions of specified derivatives and asset-backed securities. All material attributes of the products, and the risks associated with them, should be disclosed in either the base shelf prospectus or the shelf prospectus supplement. The securities regulatory authorities also want to ensure that prospectus investors of such products are entitled to the appropriate rights at the time of their investment as contemplated by applicable securities laws. Reference is made to
section 4.8 of Policy Statement to Regulation 44-101 for a discussion of these issues.
The securities regulatory authorities have attempted to balance these objectives in formulating Regulation 44-102. (3) The requirements relating to the clearance of distributions of derivatives or asset-backed securities make a distinction between “novel” and “non-novel” products.

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 5 If a base shelf prospectus pertains to specified derivatives or asset-backed securities, the issuer or selling securityholder, as the case may be, must file an undertaking under
section 4.1 of Regulation 44-102 with its base shelf prospectus. This includes any
circumstances where a base shelf prospectus, including, if applicable, an unallocated shelf prospectus, may be used together with a prospectus supplement to qualify novel products. The undertaking must state that the issuer or the selling securityholder, as the case may be, will not distribute under the base shelf prospectus specified derivatives or asset-backed securities that at the time of distribution are novel without pre-clearing the disclosure in shelf prospectus supplements with the regulator. (4) The term “novel” has a different meaning depending on whether it pertains to specified derivatives or asset-backed securities. In the case of asset-backed securities, the term is intended to apply to a distribution of asset-backed securities that is structured in a manner that differs materially from the manner in which any public distribution that has previously taken place in a jurisdiction was structured. In the case of specified derivatives, an issuer or selling securityholder must pre-clear any distribution of derivative securities that are of a type that have not previously been distributed to the public by the issuer. (5) The securities regulatory authorities are of the view that the definition of the term “novel” should be read relatively restrictively. A security would not be novel merely because a new underlying interest was used. For example, where the underlying interest is a market index, the use of a different market index would not be considered “novel”, provided that information about the index methodology, the constituents that make up the index, as well as the daily index level, are available to the public. However, in circumstances where an issuer or its advisor is uncertain if a product is novel, the securities regulatory authorities encourage the issuer to either treat products as novel or to seek input from staff prior to filing a base shelf prospectus or prospectus supplement, as the case may be. (6) If the product is not novel, then the shelf prospectus supplements concerning the product need not be reviewed by the securities regulatory authorities. The securities regulatory authorities are of the view that the disclosure in shelf prospectus supplements in such circumstances should be no less comprehensive than the disclosure that has previously been reviewed by a securities regulatory authority in a jurisdiction. The securities regulatory authorities also believe that the rights provided to investors in such products should be no less comprehensive than the rights provided in offerings previously reviewed by a securities regulatory authority in a jurisdiction. (7) The securities regulatory authorities have a particular interest in reviewing novel specified derivatives that are functionally similar to investment fund products. These products have generally taken the form of linked notes issued under a medium term note program. These derivatives provide returns that are similar to investment fund products but are not
necessarily subject to the investment funds regulatory regime. As a result, the securities regulatory authorities will review such offerings while keeping investment fund conflicts and disclosure concerns in mind.

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 6 (8) In circumstances where it is apparent to the issuer or selling securityholder that a specified derivative that is subject to the pre-clearance process is similar to a specified derivative that has already been subject to the pre-clearance process, the issuer or selling securityholder is encouraged, for the purpose of expediting the preclearance process, to file along with the shelf prospectus supplement a blackline to the relevant precedent shelf prospectus supplement. The issuer or selling securityholder is also encouraged to provide a cover letter setting out the material attributes of the specified derivative that differ from the securities offered under the precedent shelf prospectus.
2.5 Information that may be Omitted from a Base Shelf Prospectus
(1) Paragraph 1 of section 5.6 of Regulation 44-102 provides that a base shelf prospectus may omit the variable terms, if not known, of the securities that may be distributed under it. The types of variable information that may be omitted from the base shelf prospectus include (a) the designation of the tranche; (b) maturities; (c) denominations; (d) interest or dividend provisions; (e) purchase, redemption and retraction provisions; (f) conversion or exchange provisions; (g) the terms for extension or early repayment; (h) the currencies in which the securities are issued or payable; (i) sinking fund provisions; and (j) any special covenants or other terms applicable to the securities of the tranche. (2) Paragraph 3 of section 5.6 of Regulation 44-102 provides that a base shelf prospectus may omit information, if not known, relating to the variable terms of the plans of distribution for the securities that may be distributed under the base shelf prospectus. These variable terms may include (a) if the shelf prospectus sets forth alternative methods of distribution, the method that will be applicable to each tranche of securities distributed under the shelf prospectus; and

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 7 (b) for each tranche of securities distributed under the shelf prospectus, the specific terms not included in the description of the applicable method of distribution in the shelf prospectus, including, if applicable (i) the names of any underwriters, and (ii) the distribution spread and underwriting fees, discounts and commissions. (3) Paragraph 7 of section 5.6 of Regulation 44-102 provides that a base shelf prospectus may omit other information, if not known, that pertains only to a specific distribution of securities under the base shelf prospectus. This information may include (a) the public offering price; (b) delivery dates; (c) legal opinions regarding the eligibility for investment of the securities and tax matters; (d) statements regarding listing of the securities; (e) actual amount of proceeds on the distribution; and (f) information about the use of proceeds.
2.6 Shelf Prospectus Supplements
(1) The ability to file a shelf prospectus supplement does not prevent the filing of a shelf prospectus amendment to supply some or all of the information that is permitted to be included in a prospectus supplement. (2) Under subsection 6.3(2) of Regulation 44-102, the shelf prospectus supplements used in a distribution must contain all omitted shelf information as well as all information necessary for the base shelf prospectus to comply with the disclosure requirements for a short form prospectus. For example, if the securities being distributed using the shelf procedures are rated, that rating must be disclosed in a shelf prospectus supplement because Regulation 44-101 requires all ratings, including provisional ratings, received from one or more designated rating organizations or their DRO affiliates for the securities to be distributed and continuing in effect, to be disclosed in a short form prospectus. (3) Section 6.7 of Regulation 44-102 provides that, subject to Part 6A, all shelf prospectus supplements pertaining to the securities being distributed under a base shelf prospectus shall be sent by prepaid mail or delivered to purchasers of the securities concurrently with the base shelf prospectus. A shelf prospectus supplement may take the form of a “sticker”, a “wrap-around” or a one or more page supplement to a base shelf prospectus.

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2.6.1 Expert's Consent
Section 7.2 of Regulation 44-102 provides that if a document (the “Document”)
containing an expert's report, valuation, statement or opinion is incorporated by reference into a base shelf prospectus and filed after the filing of the base shelf prospectus, the issuer must file the written consent of the expert in accordance with deadlines that vary with the circumstances. For example, issuers are reminded that separate auditor's consents are required at the filing of the base shelf prospectus and in each subsequent shelf prospectus supplement for each set of audited financial statements incorporated by reference for which a consent was not previously filed. The following is intended to illustrate the required timing for the filing of the expert's consents:
Type of Prospectus Filed Timing of inclusion of expert's report Timing of filing of expert's consent MTN or non-MTN base shelf prospectus Expert's report included in the base shelf prospectus at the date the base shelf prospectus is filed. Expert's consent is filed at the date the prospectus is filed. MTN base shelf prospectus Expert's report included in a Document, filed after the base shelf prospectus is filed, that is incorporated by reference into the prospectus. Expert's consent is filed at the date the Document is filed. Non-MTN base shelf prospectus Expert's report included in a Document, filed after the base shelf prospectus is filed, that is incorporated by reference into the prospectus. Expert's consent is filed no later than the date of filing of the next prospectus supplement corresponding to the base shelf prospectus or the date the Document is filed.
2.7 Firm Commitment Distributions
Paragraph 5 of section 5.6 of Regulation 44-102 provides that a base shelf prospectus for securities to be distributed by one or more underwriters that have agreed to purchase the securities at a specified price may omit the statement that the securities are to be taken up by the underwriters, if at all, on or before a specified date. This paragraph provides an exemption from the requirement of securities legislation that this disclosure be contained in a prospectus. Issuers are reminded that paragraph 1 of subsection 6.3(2) of Regulation 44-102 requires all information that was omitted from the base shelf prospectus to be included in a shelf prospectus supplement. Therefore, it is necessary to include in a shelf prospectus supplement the disclosure required under securities legislation relating to specific distributions that are being effected on a firm commitment basis.

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 9
2.8 Best Efforts Distributions
Paragraph 6 of section 5.6 of Regulation 44-102 similarly provides that a base shelf prospectus for a distribution of securities underwritten on a best efforts basis for which a minimum amount of funds are required by an issuer may omit disclosure required under securities legislation concerning the maximum length of time for which the distribution can continue and concerning the disposition of subscription funds. Issuers are reminded that paragraph 1 of subsection 6.3(2) of Regulation 44-102 requires all information that was omitted from the base shelf prospectus to be included in a shelf prospectus supplement. Therefore, it is necessary to include in a shelf prospectus supplement the disclosure required under securities legislation relating to specific distributions that are being effected on a best efforts basis.
2.9 Delivery Obligations – Purchaser’s or Subscriber’s Rights
The securities regulatory authorities are of the view that statutory rights of rescission or withdrawal commence from the time of the purchaser’s receipt of all relevant shelf prospectus supplements. It is only at this time that the entire prospectus has been delivered. Subsections 6A.4(2), 6A.4(3), 6A.4(4), 6A.6(4) and 6A.6(5) of the Regulation set out the period of time within which a purchaser’s or subscriber’s right to withdraw or rescind from, revoke or cancel an agreement to purchase a security or a contract to purchase or a subscription for a security must be exercised when access to a prospectus and any amendment is provided. For the purposes of section 6A.4 and subsections 6A.6(4) and (5) of the Regulation, securities legislation in a jurisdiction sets out any provisions for who may exercise the right to provide a written notice, whether the notice is required and if so by when and to whom it must be provided, when receipt of the notice is deemed to be provided and who has the onus of proving time to provide a notice has expired. If a purchaser or subscriber requests an electronic or paper copy of the shelf prospectus supplement, the corresponding base shelf prospectus or any amendment from the issuer or dealer as permitted by subsections 6A.5(4) or 6A.6(3) of the Regulation, the request will not affect the calculation of the period of time during which the purchaser or subscriber may exercise these rights.
2.10. Revocation of Purchase – Alberta
In Alberta, section 130 of the Securities Act (R.S.A. 2000, c. S-4) provides that an agreement to purchase securities is not binding on the purchaser if the dealer receives notice in writing that the purchaser does not intend to be bound by the agreement to purchase within the timelines set out in the regulations. If access to the shelf prospectus supplement, the corresponding base shelf prospectus or any amendment to the documents is provided in accordance with subsection 6A.5(2) of the Regulation, the applicable timeline is that set forth in section 6A.4(3) of the Regulation. Otherwise, the

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 10 applicable timeline is that set forth in Alberta Securities Commission Rule 46-503 Revocation of Purchase.
PART 2A
ACCESS TO SHELF PROSPECTUS SUPPLEMENTS AND BASE SHELF PROSPECTUSES 2A.1. Delivery Obligation Securities legislation generally requires a dealer who receives an order to purchase a security offered in a distribution to deliver or send to the purchaser a copy of the prospectus and any amendment. Securities legislation generally requires a dealer who solicits expressions of interest from a prospective purchaser to deliver or send to the prospective purchaser a copy of the preliminary prospectus and any amendment.
Part 6A of the Regulation provides alternative procedures whereby a dealer may
provide access to a preliminary prospectus, final prospectus and any amendment. In British Columbia, Québec and New Brunswick, the alternative procedures are structured as an exemption from the delivery obligation, while in all other jurisdictions the alternative is structured as procedures to provide access to the preliminary prospectus, final prospectus and any amendment. The access procedures and the conditions of the exemption are substantially equivalent and both result in providing access to a preliminary prospectus, final prospectus and any amendment. In jurisdictions except British Columbia, Alberta, Québec and New Brunswick, under subsection 6A.2(2) of the Regulation, a dealer may satisfy its delivery obligation under securities legislation if access to the shelf prospectus supplement, the corresponding base shelf prospectus, the preliminary base shelf prospectus and any amendment to the documents is provided in accordance with subsection 6A.5(2) or (3) of the Regulation. In Alberta, under section 6A.3 of the Regulation, a dealer may satisfy its access obligation under securities legislation if access to the documents is provided in accordance with subsection 6A.5(2) or (3) of the Regulation. In British Columbia and New Brunswick, a dealer is provided with an exemption from the requirement in securities legislation to send a shelf prospectus supplement, the corresponding base shelf prospectus, the preliminary base shelf prospectus and any amendment to the documents if the conditions set out in subsection 6A.6(1) or (2) of the Regulation are met. In Québec, a dealer is provided with an exemption from the requirement in securities legislation to send a shelf prospectus supplement, the corresponding base shelf prospectus and any amendment to the documents if the conditions set out in subsection 6A.6(1) of the Regulation are met. It is permissible to provide access to the preliminary base shelf prospectus and any amendment if the document has been filed on SEDAR+ and a receipt has been issued and posted on SEDAR+ for the document.

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 11 2A.2. News Release To provide access to a shelf prospectus supplement, the corresponding base shelf prospectus and any amendment under Part 6A of the Regulation, a news release including prescribed information must be issued and filed on SEDAR+ after the supplement and any amendment is filed or within two business days before the date the document was filed. The requirements under paragraph 6A.5(2)(c) of the Regulation and the conditions under paragraph 6A.6(1)(c) of the Regulation may be satisfied by including the prescribed information in a news release that contains other information, for example a news release announcing the offering price of the securities or other information with respect to the applicable offering. 2A.3. Structured Notes
Part 6A of the Regulation does not apply to MTN programs and other continuous
distributions. The securities regulatory authorities note that MTN programs have routinely been used to distribute structured notes. Structured notes are generally specified derivatives for which the amount payable is determined by reference to the price, value or level of an underlying interest that is unrelated to the operations or securities of the structured note issuer. The securities regulatory authorities expect that structured notes will continue to be distributed under MTN programs or other continuous distributions, as they have been historically, and may have public interest concerns if they are distributed in another manner so that the issuer could rely on the access model permitted in Part 6A.”.
PART 3
SHELF PROSPECTUS AMENDMENTS
3.1 Shelf Prospectus Amendments
(1) Part 6 of Regulation 41-101 or other securities legislation requires that an amendment to a prospectus be filed if a material change occurs after the receipt for the prospectus is obtained but before the completion of the distribution under that prospectus. These requirements apply to base shelf prospectuses. (2) Section 5.8 of Regulation 44-102 permits, in limited circumstances, the requirement in Part 6 of Regulation 41-101 or other securities legislation to file an amendment to be satisfied by the incorporation by reference of material change reports filed after the base shelf prospectus has been receipted. This is an exception to the general principle set out in section 3.6 of Policy Statement to Regulation 44-101. That
section provides that the requirement in Regulation 41-101 or other securities legislation
to file an amendment is not satisfied by the incorporation by reference of material change reports filed after the short form prospectus has been receipted. The exception in
section 5.8 of the Regulation 44-102 is limited to periods in which no securities are being
distributed under the base shelf prospectus.
(3) If securities are being distributed under a base shelf prospectus, the general principle referred in subsection (2) applies. The requirement of Regulation 41-101 or other

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 12 securities legislation to file an amendment to a prospectus if a material change occurs may be satisfied by filing an amendment which is also a material change report. In these circumstances, the material change report would:
(a) state that the base shelf prospectus is amended and supplemented by the contents of the material change report; and (b) contain the certificates required to be contained in an amendment. (4) If an issuer wishes to add securities to its base shelf prospectus it may do so prior to issuing all of the securities qualified by the base shelf prospectus by filing an amendment to the base shelf prospectus. This will not extend the life of the base shelf prospectus.
PART 4
PROSPECTUS CERTIFICATES
4.1 Prospectus Certificates
(1) Appendix A and Appendix B of Regulation 44-102 provide for two alternate methods of preparing forms of prospectus certificates. Unless a particular method is prescribed, the choice of method may be changed between the date of filing of the preliminary base shelf prospectus and the date of filing of the base shelf prospectus. Furthermore, the method elected need not be the same. (2) Method 1 requires that forward-looking forms of prospectus certificates be included in a base shelf prospectus. Doing so allows the use of shelf prospectus supplements that do not contain prospectus certificates as set out in section 6.8 of Regulation 44-102. Method 2 requires forms of prospectus certificates that speak only to the present to be included in both the base shelf prospectus and each shelf prospectus supplement. (3) Method 1 is mandatory for a base shelf prospectus that establishes an MTN program. If an MTN program is established in a shelf prospectus supplement, method 1 is mandatory and prescribes that forward-looking forms of certificates be included, unless they were already included in the base shelf prospectus.
PART 5
AT-THE-MARKET DISTRIBUTIONS OF EQUITY SECURITIES UNDER SHELF
5.1 Purpose
The purpose of Part 9 of Regulation 44-102 is to provide exemptions from certain regulatory requirements, subject to conditions, so that issuers and underwriters may distribute securities under an ATM prospectus.

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5.2 Disclosure of Intention to Qualify At-the-Market Distribution
(1) Paragraph 9.3(1)(g) of Part 9 of Regulation 44-102 requires that an issuer disclose on the cover page of its base shelf prospectus that the prospectus may qualify an at-the￾market distribution. An at-the-market distribution cannot be established by shelf prospectus supplement unless the base shelf prospectus has met this requirement. The securities regulatory authorities are of the view that a base shelf prospectus that is intended to qualify an at-the-market distribution may result in further review of certain factors that are considered during the review of a base shelf prospectus, such as the sufficiency of proceeds, an issuer’s business or a recent reverse take-over of former shell companies. In connection with this review, the securities regulatory authorities may consider a number of factors, including (a) the number of securities that may be qualified by the base shelf prospectus; (b) the total number of issued and outstanding securities of the same class; anI(c) the trading volume of the securities of the same class. (2) An issuer should qualify the statements required by paragraphs 2 and 3 of
section 5.5 of Regulation 44-102 in its base shelf prospectus to indicate that delivery is
not required where an exemption from the delivery requirements referred to in these provisions is available.
5.3 Material Fact or Material Change
(1) In determining whether a proposed distribution of securities under an ATM prospectus would constitute a material fact or material change under paragraph 9.3(1)(f) of Regulation 44-102, the issuer should take into account a number of factors including (a) the parameters of the proposed distribution, including the number of securities proposed to be distributed and any price or timing restrictions that the issuer may impose with respect to the proposed distribution; (b) the percentage of the outstanding securities of the same class that the number of securities proposed to be distributed represents; (c) previous, and cumulative, distributions of securities under the ATM prospectus; (d) whether the investment dealer has advised the issuer that the proposed distribution may have a significant impact on the market price of securities of the same cIass; (e) trading volume and volatility of securities of the same class; (f) recent developments in the business, operations or capital of the issuer; and

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 14 (g) prevailing market conditions generally. (2) The issuer will have an interest in minimizing the market impact of an at-the-market distribution. If a proposed distribution of securities under an ATM prospectus could have a significant impact on the market price of securities of the same class as the securities proposed to be distributed, the proposed distribution may disrupt a fair and orderly market. The investment dealer selected by the issuer will have experience and expertise in managing orders to limit any negative effect on market integrity. An investment dealer is prohibited from engaging in conduct that may disrupt a fair and orderly market under IIROC rules and standards of conduct.
5.4 Selling Agent
It is best practice to include language in an ATM prospectus that a purchaser's rights and remedies under applicable securities legislation against the dealer underwriting or acting as an agent for the issuer in an at-the-market distribution will not be affected by that dealer’s decision to effect the distribution directly or through a selling agent.
5.5 Designated News Releases
To ensure an ATM prospectus includes full, true and plain disclosure of all material facts related to the securities distributed under the ATM prospectus, the issuer may file a designated news release rather than filing a prospectus supplement or an amended prospectus. If an issuer disseminates a news release disclosing information that, i’ the issuer's determination, constitutes a "material fact", the issuer should identify the news release as a "designated news release" for the purposes of the ATM prospectus. This designation should be made on the face page of the version of the filed news release. An ATM prospectus should provide that any such designated news release will be deemed to be incorporated by reference into the ATM prospectus.
5.6 Prospectus Certificates
The certificates required to be filed under paragraph 9.3(1)(k) of Regulation 44-102 or other securities legislation in the forms required under sections 9.5 and 9.6 of Regulation 44-102, as applicable, are forward-looking certificates confirming that the ATM prospectus provides full, true and plain disclosure of all material facts relating to the securities distributed under the ATM prospectus as of the date of each distribution under an ATM prospectus. For promoters of an at-the-market distribution, the certificate of promoter required under Part 5 of Regulation 41-101 should be in the form required by
section 9.5 or 9.6 of Regulation 44-102, as applicable.
5.7 Filing Jurisdictions
Issuers are required to file a prospectus in every jurisdiction where a distribution will occur. However, because purchases in an at-the-market distribution are made directly on a securities exchange, it is difficult to determine where a distribution will occur because issuers and dealers are unable to determine where a purchaser is located at the time of

POLICY STATEMENT IN FORCE FROM APRIL 16, 2024 TO NOVEMBER 27, 2025 Policy Statement to Regulation 44-102 April 16, 2024 PAGE 15 the trade. As a result, it is possible that a purchaser under an at-the-market distribution can be located in any jurisdiction of Canada.
5.8 Transition Period
An issuer with an outstanding base shelf prospectus filed prior to August 31, 2020 under which the issuer is qualified to make an at-the-market distribution pursuant to a discretionary relief order, will not be required to re-file the base shelf prospectus to comply with the cover page disclosure in paragraph 9.3(1)(g) of Regulation 44-102. Any other provisions of Part 9 of Regulation 44-102 that do not mirror the issuer’s discretionary relief order may be addressed in the prospectus supplement. Decision 2000-C-0703, 2000-11-14 Decision 2001-C-0202, 2001-05-22 Bulletin hebdomadaire: 2001-06-01, Vol. XXXII n° 22 Amendments Decision 2005-PDG-0389, 2005-12-13 Bulletin de l'Autorité: 2005-12-16, Vol. 2 n° 50 Decision 2008-PDG-0059, 2008-02-28 Bulletin de l'Autorité: 2008-03-14, Vol. 5 n° 10 Decision 2013-PDG-0055, 2013-04-03 Bulletin de l’Autorité: 2013-05-09, Vol. 10 n° 17 Décision 2013-PDG-0069, 2013-04-24 Bulletin de l’Autorité : 2013-05-30, Vol. 10, n° 21 Decision 2013-PDG-0125, 2013-07-04 Bulletin de l’Autorité: 2013-08-08, Vol. 10, n° 31 Decision 2020-PDG-0042, 2020-06-23 Bulletin de l’Autorité: 2020-08-27, Vol. 17, n° 34 Decision 2023-PDG-0018, 2023-04-27 Bulletin de l’Autorité : 2023-06-*01, Vol. 20 n° 21 Décision 2024-PDG-0012, 2024-03-06 Bulletin de l’Autorité : 2024-03-28, Vol. 21, n° 12