Notice: NI - 45-106 - Prospectus and Registration Exemptions

NOTICE OF COMMISSION APPROVAL

ONTARIO AMENDING INSTRUMENT

AMENDING

NATIONAL INSTRUMENT 45-106

PROSPECTUS AND REGISTRATION EXEMPTIONS

On November 29, 2005, the Commission made as a rule under the Securities Act (Ontario) (the Act) an amendment instrument (the Amendment Instrument) that will amend National Instrument 45-106 Prospectus and Registration Exemptions.

The Amendment Instrument was delivered to the minister responsible for the oversight of the Ontario Securities Commission (the Minister) on December 8, 2005. If the Minister does not approve, reject or return it for further consideration by February 6, 2006, the Amendment Instrument will come into force on February 21, 2006.

The Amendment Instrument is published in Chapter 5 of the Bulletin.