Unofficial Consolidation: Form 45-106F16 Notice of Use of Proceeds
Unofficial Consolidation: Form 45-106F16 Notice of Use of Proceeds
Ontario Securities Commission
Form 45-106F16
Unofficial consolidation current to 2016-04-30
This document is not an official statement of law or policy and should be used for reference purposes only.
Form 45-106F16
Notice of Use of Proceeds
[Insert issuer name]
For the financial year ended [Insert end date of most recently completed financial year]
Date: [Specify the date of the Notice. The date must be no earlier than the date of the auditor's report on the financial statements for the issuer's most recently completed financial year.]
[Provide the information specified in the following table.]
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(A) |
Closing unused proceeds balance from the last Notice in Form 45-106F16 filed, if any |
$ |
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(B) |
Proceeds raised in the most recently completed financial year |
$ |
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(C) |
Total opening proceeds [Line (C) = Line (A) + Line (B)] |
$ |
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[Provide in reasonable detail a breakdown of all proceeds used in the most recently completed financial year, including proceeds used to pay the following, as applicable: i. selling commissions and fees ii. other offering costs iii. amounts paid in respect of each use of available funds identified in the offering memorandum iv. each other principal use of proceeds, identified separately] |
$ |
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(D) |
Total used proceeds [Line (D) is the sum of the uses of proceeds itemized in this section 2 of the table, and must equal the aggregate gross proceeds used during the most recently completed financial year.] |
$ |
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(E) |
Closing unused proceeds [Line (E) = Line (C) – Line (D)] |
$ |
[If any of the proceeds required to be disclosed in this table were paid directly or indirectly to a related party (as defined in Instruction A.6 of Form 45-106F2 Offering Memorandum Form for Non-Qualifying Issuers) of the issuer, state in each case the name of the related party to whom the payment was made, their relationship to the issuer and the amount paid to the related party.]
Instructions for Completing
Form 45-106F16
Notice of Use of Proceeds
1. The amount for Line (A) is taken from Line (E) in the prior year's Notice of Use of Proceeds (Notice), if applicable. If a Notice was not required in the prior year, then the amount for Line (A) is $nil.
2. The amount for Line (B) is the aggregate gross proceeds raised in all jurisdictions in Canada under section 2.9 [Offering memorandum] of National Instrument 45-106 (the OM exemption) during the most recently completed financial year. If an issuer raised funds in reliance on other prospectus exemptions concurrently with the OM exemption during the year and it is impractical to separately track proceeds raised only under the OM exemption, the issuer can provide the disclosure outlined in the table for the aggregate gross proceeds raised under all prospectus exemptions during the most recently completed financial year.
3. If Line (C) is $nil, then the issuer does not have an obligation to file, deliver or make reasonably available the Notice for that financial year.
4. In Section 2 of the table, the issuer must provide a breakdown in reasonable detail of the uses of the aggregate gross proceeds during the most recently completed financial year. Issuers should ensure that the disclosure is specific enough and provides sufficient detail for an investor to understand how the proceeds have been used.
5. Both direct and indirect payments to related parties must be disclosed. An example of an indirect payment could include repayment of a debt that was incurred for a prior payment to a related party.
6. Proceeds invested on a temporary basis would not generally be considered to have been used.