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

NOTICE
REQUEST FOR COMMENTS
PROPOSED NATIONAL INSTRUMENT 45-106,
FORM 45-106F1, FORM 45-106F2, FORM 45-106F3, FORM 45-106F4, FORM 45-106F5
AND COMPANION POLICY 45-106CP
PROSPECTUS AND REGISTRATION EXEMPTIONS

AND

PROPOSED REPEAL AND REPLACEMENT OF
ONTARIO SECURITIES COMMISSION RULE 45-501,
FORM 45-501F1

AND

COMPANION POLICY 45-501CP
EXEMPT DISTRIBUTIONS

AND

PROPOSED CONSEQUENTIAL AMENDMENTS

Request for Public Comment

The Commission is publishing for a 90-day comment period the following materials in today's Bulletin.

• proposed National Instrument 45-106 Prospectus and Registration Exemptions;

• proposed 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);

• proposed Companion Policy 45-106CP Prospectus and Registration Exemptions;

• proposed amended and restated Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions;

• proposed amended and restated Form 45-501F1;

• proposed amended and restated Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions;

• proposed amendments to National Instrument 33-105 Underwriting Conflicts;

• proposed amendments to National Instrument 45-101 Rights Offerings;

• proposed amendments to National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues;

• proposed amendments to Multilateral Instrument 45-102 Resale of Securities and Companion Policy 45-102CP;

• proposed amendment instrument amending Ontario Securities Commission Rule 13-502 Fees;

• proposed amendment instrument amending Ontario Securities Commission Rule 31-503 Limited Market Dealers;

• proposed amendment instrument amending Ontario Securities Commission Rule 91-501 Strip Bonds;

• proposed amendment instrument amending Ontario Securities Commission Rule 91-502 Trades in Recognized Options;

• proposed revocations of National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements, Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants and National Instrument 62-101 Control Block Distribution Issues;

• proposed Ontario Securities Commission Rule 45-802 Implementing National Instrument 45-106 Prospectus and Registration Exemptions and Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions; and

• proposed Ontario Securities Commission Rule 32-504 (under the Commodity Futures Act) Adviser Registration Exemption.

We request comments on the proposed materials by March 17, 2005.

These materials, together with accompanying request for comments notices, are being published as a supplement to this Bulletin.