Notice of Commission Approval: NI - 45-106 - Prospectus and Registration Exemptions

FORM 45-106F1, FORM 45-106F2, FORM 45-106F3, FORM 45-106F4,

FORM 45-106F5 AND

COMPANION POLICY 45-106CP PROSPECTUS AND REGISTRATION EXEMPTIONS

AND

REPEAL AND REPLACEMENT OF

ONTARIO SECURITIES COMMISSION RULE 45-501,

FORM 45-501F1

AND

COMPANION POLICY 45-501CP EXEMPT DISTRIBUTIONS

AND

CONSEQUENTIAL AMENDMENTS

All of the instruments listed below are being published in a Supplement to this Bulletin. Full notices of these instruments are contained in that Supplement.

On June 14, 2005, the Commission made as rules (the Rules) under the Securities Act (Ontario):

• National Instrument 45-106 Prospectus and Registration Exemptions;
• Forms 45-106F1 Report of Exempt Distribution, 45-106F2 Offering Memorandum for Non-Qualifying Issuers, 45-106F3 Offering Memorandum for Qualifying Issuers, 45-106F4 Risk Acknowledgement and 45-106F5 Risk Acknowledgement (Saskatchewan);
• amended and restated Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions;
• amended and restated Form 45-501F1 Report of Exempt Distribution;
• amendments to National Instrument 33-105 Underwriting Conflicts;
• amendments to National Instrument 45-101 Rights Offerings;
• amendments to National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues;
• amendment instrument amending Ontario Securities Commission Rule 13-502 Fees;
• amendment instrument amending Ontario Securities Commission Rule 31-503 Limited Market Dealers;
• amendment instrument amending Ontario Securities Commission Rule 91-501 Strip Bonds;
• amendment instrument amending Ontario Securities Commission Rule 91-502 Trades in Recognized Options;
• revocations of National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements, Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants and National Instrument 62-101 Control Block Distribution Issues;
• Ontario Securities Commission Rule 45-802 Implementing National Instrument 45-106 Prospectus and Registration Exemptions and Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions; and
• Ontario Securities Commission Rule 32-504 (under the Commodity Futures Act) Adviser Registration Exemption.
• Also on June 14, 2005, the Commission adopted as policies (the Policies):
• Companion Policy 45-106CP Prospectus and Registration Exemptions;
• amended and restated Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions; and
• amendments to Multilateral Instrument 45-102 Resale of Securities and Companion Policy 45-102CP.

The Rules and Policies were most recently published for comment on December 17, 2004 at (2004) 27 OSCB (Supp-3).

The Rules were delivered to the minister responsible for the oversight of the Ontario Securities Commission (the Minister) on June 30, 2005. If the Minister does not approve or reject the Rules or return them for further consideration, they will come into force on September 14, 2005.