Amendments to NI 45-102 Resale of Securities Relating to the Accredited Investor and Minimum Amount Investment Prospectus Exemptions

AMENDMENTS TO
NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

1. National Instrument 45-102 Resale of Securities is amended by this Instrument.

2. Appendix D is amended

(a) in the list preceding "Transitional and Other Provisions",

(i) by replacing "section 2.3 [Accredited investor];" with "section 2.3 [Accredited investor] (except in Ontario);", and

(ii) by adding "section 73.3 of the Securities Act (Ontario) [Accredited Investor];" after "clauses 77(1)(u) and (w) and subclauses 77(1)(ab)(ii) and (iii) of the Securities Act (Nova Scotia);",

(b) in section "3. Ontario Provisions"

(i) by amending the definition of "Type 1 trade"

A. by replacing "from the prospectus requirement in:"immediately before paragraph (a) with "from the prospectus requirement in any of the following:"

B. by deleting "or" at the end of paragraph (c),

C. by deleting "and" at the end of paragraph (d), and by adding the following paragraph:

(e) section 2.1 and section 2.2 of the 2009 OSC Rule 45-501, and,

(ii) by adding the following paragraphs after "section 2.5 of MI 45-102" in paragraph (a) -- Securities Act Ontario

• Section 73.5 of the Securities Act (Ontario) [Government incentive security],

(a.1) National Instrument 45-106

• Section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions prior to subsection 12(2) of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force.",

(iii) by replacing paragraph (b) with the following:

-- 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501

• Section 2.1 of the 2005 OSC Rule 45-501 and sections 2.1 and 2.2 of the 2009 OSC Rule 45-501.

3. Appendix E is amended

(a) in the list preceding "Transitional and Other Provisions"

(i) by replacing "section 2.4 [Private issuer];" with "section 2.4 [Private issuer], except in Ontario;", and

(ii) by adding "Section 73.4 of the Securities Act (Ontario) [Private issuer];", before "Prince Edward Island Local Rule 45-510 -- Exempt Distributions -- Exemption for Trades Pursuant to Take Over Bids and Issuer Bids;", and

(b) by adding the following paragraph to section "3. Ontario provisions"

(a.1) National Instrument 45-106

Section 2.4 of National Instrument 45-106 Prospectus and Registration Exemptions prior to subsection 12(2) of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force.

4. Form 45-102F1 is amended by replacing the contact information for the Ontario Securities Commission with the following:

Ontario Securities Commission

20 Queen Street West

22^nd Floor

Toronto, Ontario M5H 3S8

Telephone: (416) 593-8314

Toll free in Canada: 1-877-785-1555

Facsimile: (416) 593-8122

Public official contact regarding collection of personal information:

Inquiries Officer

5. This Instrument comes into force on the later of the following:

(a) May 5, 2015 and

(b) the day on which subsection 12(2) of Schedule 26 of the Budget Measures Act, 2009 is proclaimed in force.