Regulation to Amend National Policy 46-201: Escrow for Initial Public Offerings

REGULATION TO AMEND NATIONAL POLICY 46-201: ESCROW FOR INITIAL PUBLIC OFFERINGS Securities Act (chapter V-1.1, s. 331.1, par. (6))

1. Section 3.2 of National Policy 46-201: Escrow for Initial Public
   Offerings (chapter V-1.1, r. 22) is amended:
   (1) by replacing all occurrences of “Aequitas NEO Exchange Inc.” in paragraph (a.i) by “Cboe Canada Inc.”; (2) by inserting the following after paragraph (a.i), and making the necessary adaptations:
   “(a.ii) is a Canadian Securities Exchange senior tier issuer (the CSE senior tier) and is a Closed End Fund, Exchange Traded Fund or Structured Product (as defined in
   section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time
   to time); or”.
2. Section 3.3 of the National Policy is amended, in paragraph (2):
   (1) by inserting the following after subparagraph (a):
   “(a.i) is a CSE senior tier issuer and is not an exempt issuer; »; (2) by replacing “Aequitas NEO Exchange Inc.” in subparagraph (c) by “Cboe Canada Inc.”.
3. Section 4.4 of the National Policy is amended, in paragraph (1):
   (1) by replacing “Aequitas NEO Exchange Inc.” in subparagraph (a) by “Cboe Canada Inc.”; (2) by adding “or a CSE senior tier issuer” at the end of subparagraph (b).
4. Form 46-201F1 of the National Policy is amended:
   (1) in Item 3.1:
   (a) by replacing “Aequitas NEO Exchange Inc.” in subparagraph (a) by “Cboe Canada Inc.”; (b) by replacing subparagraph (b)by the following:
   “(b) becomes a TSX Venture Exchange Inc. (TSX Venture) Tier 1 issuer or a CSE senior tier issuer; or”; (2) in Item 10.13:
   (a) by replacing the signatures after “The Parties have executed and delivered this Agreement as of the date set out above.” by the following:
   “[Escrow Agent]
   _____________________________________________ Authorized signatory

2
_____________________________________________ Authorized signatory [Issuer] _____________________________________________ Authorized signatory _____________________________________________ Authorized signatory If the Securityholder is an individual:
_____________________________________________ Signature of Securityholder If the Securityholder is not an individual:
[Securityholder]
_____________________________________________ Authorized signatory _____________________________________________ Authorized signatory” (b) by replacing the signatures after “Dated at ____________________ on _____________.” in Schedule B to Escrow Agreement by the following:
“Where the transferee is an individual:
_____________________________________________ Signature of Transferee Where the transferee is not an individual:
[Transferee]
_____________________________________________ Authorized signatory _____________________________________________ Authorized signatory ». Effective Date
5. This Regulation comes into force on 19 September 2025.