Notice of Ministerial Approval: NI - 41-101 - General Prospectus Requirements

NOTICE OF MINISTERIAL APPROVAL OF

NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS,

ONTARIO SECURITIES COMMISSION RULE 41-801

IMPLEMENTING NATIONAL INSTRUMENT 41-101 GENERAL PROSPECTUS REQUIREMENTS

AND CONSEQUENTIAL AMENDMENTS

AND

AMENDMENTS TO

NATIONAL INSTRUMENT 14-101 DEFINITIONS,

NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS,

NATIONAL INSTRUMENT 44-102 SHELF DISTRIBUTIONS,

NATIONAL INSTRUMENT 44-103 POST-RECEIPT PRICING,

FORM 45-101F INFORMATION REQUIRED IN A RIGHTS OFFERING CIRCULAR

OF NATIONAL INSTRUMENT 45-101 RIGHTS OFFERINGS,

NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS,

NATIONAL INSTRUMENT 81-101 MUTUAL FUND PROSPECTUS DISCLOSURE,

NATIONAL INSTRUMENT 81-104 COMMODITY POOLS,

ONTARIO SECURITIES COMMISSION RULE 13-502 FEES,

ONTARIO SECURITIES COMMISSION RULE 56-501 RESTRICTED SHARES

AND

ONTARIO SECURITIES COMMISSION RULE 71-801

IMPLEMENTING THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

On February 15, 2008, the Minister of Finance approved the following rules made by the Ontario Securities Commission (the Rules and Amendments):

• National Instrument 41-101 General Prospectus Requirements (NI 41-101), Form 41-101F1 Information Required in a Prospectus and Form 41-101F2 Information Required in an Investment Fund Prospectus,

• Ontario Securities Commission Rule 41-801 Implementing National Instrument 41-101 General Prospectus Requirements and Consequential Amendments (OSC Rule 41-801),

• Amendments to National Instrument 14-101 Definitions,

• Amendments to National Instrument 44-101 Short Form Prospectus Distributions and Form 44-101F1 Short Form Prospectus,

• Amendments to National Instrument 44-102 Shelf Distributions,

• Amendments to National Instrument 44-103 Post-Receipt Pricing,

• Amendments to Form 45-101F Information Required in a Rights Offering Circular of National Instrument 45-101 Rights Offerings,

• Amendments to National Instrument 51-102 Continuous Disclosure Obligations, Form 51-102F2 Annual Information Form and Form 51-102F5 Information Circular,

• Amendments to National Instrument 81-101 Mutual Fund Prospectus Disclosure (NI 81-101), Form 81-101F1 Contents of Simplified Prospectus and Form 81-101F2 Contents of Annual Information Form,

• Amendments to National Instrument 81-104 Commodity Pools,

• Amendments to Ontario Securities Commission Rule 13-502 Fees,

• Amendments to Ontario Securities Commission Rule 56-501 Restricted Shares,

• Amendments to Rule 71-801 Implementing the Multijurisdictional Disclosure System, and

• Repeal of Ontario Securities Commission Rule 44-801 Implementing National Instrument 44-101 Short Form Prospectus Distributions

National Instrument 41-101 Prospectus Disclosure Requirements, which came into force on December 31, 2000, is repealed pursuant to section 20.3 of NI 41-101.

Ontario Securities Commission Rule 41-501 General Prospectus Requirements and Ontario Securities Commission Rule 41-502 Prospectus Requirements for Mutual Funds, are repealed pursuant to sections 3.1 and 3.2, respectively, of OSC Rule 41-801.

The Rules and Amendments were previously made by the Commission on November 29, 2007. On November 29, the Commission also adopted the following policies (the Policies and Policy Amendments):

• Companion Policy 41-101CP General Prospectus Requirements,

• Companion Policy 44-101CP to National Instrument 44-101 Short Form Prospectus Distributions,

• Amendments to Companion Policy 44-102CP to National Instrument 44-102 Shelf Distributions,

• Amendments to Companion Policy 44-103CP to National Instrument 44-103 Post-Receipt Pricing,

• Amendments to Companion Policy 51-102CP to National Instrument 51-102 Continuous Disclosure Obligations,

• Amendments to Companion Policy 81-101CP to National Instrument 81-101 Mutual Fund Prospectus Disclosure,

• Amendments to Companion Policy 81-104CP to National Instrument 81-104 Commodity Pools, and

• Amendments to National Policy 12-202 Revocation of a Compliance-related Cease Trade Order

The Rules and Amendments and the Policies and Policy Amendments have an effective date of March 17, 2008. The Rules and Amendments and the Policies and Policy Amendments were previously published in a Supplement to the Bulletin on December 21, 2007 and are published in a Supplement to this Bulletin. The other CSA jurisdictions have subsequently made changes to provisions of NI 41-101 and the amendments to NI 81-101 that do not apply in Ontario regarding the timing for refilling a prospectus. We have reflected these changes in this publication.

The Commission also rescinded the following policies effective March 17, 2008:

• National Policy 14 Acceptability of Currencies in Material Filed with Securities Regulatory Authorities,

• National Policy 21 National Advertising -- Warnings,

• Companion Policy 41-501CP General Prospectus Requirements,

• Companion Policy 41-502CP Prospectus Requirements for Mutual Funds,

• Ontario Securities Commission Policy 47-601 Advertising During the Waiting Period Between Preliminary and Final Prospectuses,

• Ontario Securities Commission Policy 5.1 Prospectuses -- General Guidelines,

• Ontario Securities Commission Policy 5.3 Mortgage and Real Estate Investment Trusts and Partnerships,

• Ontario Securities Commission Policy 5.4 "Closed-End" Income Investment Trusts and Partnerships (Other Than Mortgage and Real Estate Investment Trusts and Partnerships), and

• Ontario Securities Commission Policy 5.7 Preliminary Prospectuses -- Preparation, Filing and Frequently Occurring Deficiencies

We are also withdrawing the following notices, effective March 17, 2008:

• CSA Staff Notice 42-303 Prospectus Requirements,

• CSA Staff Notice 44-301 Frequently Asked Questions Regarding the New Prospectus Rules,

• Canadian Securities Administrators' Notice 3 Pre-Marketing Activities in the Context of Bought Deals,

• Ontario Securities Commission Staff Notice 43-701 Regarding National Instrument 43-101,

• Ontario Securities Commission Staff Notice 43-702 Review Time Frames for "Equity Line" Short Form Prospectuses,

• Ontario Securities Commission Notice 46-701 Use of "Special Warrants" in Connection with Distributions of Securities by Prospectus,

• Ontario Securities Commission Notice 47-701 Advertising and Use of Marketing Material During the Waiting Period,

• Ontario Securities Commission Notice 47-702 Contemporaneous Private Placements and Public Offerings and Media Coverage Prior to the Commencement of the Waiting Period,

• Ontario Securities Commission Notice 47-703 Media Articles Appearing During the Waiting Period,

• Ontario Securities Commission Notice 47-704 Pre-Marketing Activities in the Context of Bought Deals,

• Ontario Securities Commission Staff Notice 81-707 Labour Sponsored Investment Funds -- Summary Disclosure of Fees, Expenses and Annual Performance Information in Prospectuses of LSIFs; and the Payment of Sales and Trailing Commissions Out of Fund Assets, and

• Ontario Securities Commission Notice 20 Selective Review of Prospectuses and other Documents ("Selective Review System")

On February 15, 2008, the Minister of Finance also approved a regulation (the Regulation) revoking certain provisions of Regulation 1015 of the Revised Regulations of Ontario, 1990 made under the Securities Act in connection with the Rules and Amendments. The Regulation was filed as O. Reg. 31/08 on February 21, 2008 and is expected to be published in The Ontario Gazette on March 8, 2008. The Regulation is also published in Chapter 9 of this Bulletin. The Regulation will come into force on March 17, 2008 when the Rules and Amendments come into force.

March 7, 2008