Notice of Ministerial Approval of Repeal and Replacement

NOTICE OF MINISTERIAL APPROVAL OF

REPEAL AND REPLACEMENT OF

NATIONAL INSTRUMENT 45-106 PROSPECTUS AND REGISTRATION EXEMPTIONS

AMENDMENTS TO NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

REPEAL AND REPLACEMENT OF

OSC RULE 45-501 ONTARIO PROSPECTUS AND REGISTRATION EXEMPTIONS

AND

CONSEQUENTIAL AMENDMENTS TO RELATED INSTRUMENTS

On August 28, 2009, the Minister of Finance approved the following rules and consequential rule amendments (collectively, the Rules) made by the Ontario Securities Commission (the Commission):

• amended and restated National Instrument 45-106 Prospectus and Registration Exemptions, including 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 Close Personal Friends and Close Business Associates (NI 45-106);

• an amendment instrument amending National Instrument 45-102 Resale of Securities, including Form 45-102F1 Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities (NI 45-102);

• amended and restated OSC Rule 45-501 Ontario Prospectus and Registration Exemptions, including Form 45-501F1 Report of Exempt Distribution (Rule 45-501); and

• consequential amendment instruments amending each of National Instrument 33-105 Underwriting Conflicts, National Instrument 51-102 Continuous Disclosure Obligations, OSC Rule 45-801 Implementing Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants, and OSC Rule 48-501 Trading During Distributions, Formal Bids and Share Exchange Transactions.

The Rules were made by the Commission on July 7, 2009.

The Rules have an effective date of September 28, 2009, assuming that the requisite provisions of the Budget Measures Act, 2009 are proclaimed in force by then. The Rules were previously published in a Supplement to the Bulletin on July 17, 2009.

On July 7, 2009, the Commission also adopted amended and restated policies related to NI 45-106, NI 45-102 and Rule 45-501 (the Policies). The Policies become effective on the same date as the Rules. The Policies were previously published in a Supplement to the Bulletin on July 17, 2009.

Effective on the same date as the Rules and Policies, the Commission is also withdrawing CSA Staff Notice 45-302 Frequently Asked Questions Regarding the Resale Rules and CSA Staff Notice 45-305 Frequently Asked Questions Regarding National Instrument 45-106 Prospectus and Registration Exemptions. Notice of the proposed withdrawal of these items was previously published in a Supplement to the Bulletin on July 17, 2009.

The Rules and Policies are published in a Supplement to this Bulletin.

Ministry of Finance staff have recommended September 28, 2009 as the date on which the requisite provisions of the Budget Measures Act, 2009 be proclaimed in force. In which case, the Rules and Amendments would take effect on September 28, 2009.

September 18, 2009