Amendments to Ontario Regulation 1015

ONTARIO REGULATION

made under the

SECURITIES ACT

Amending Reg. 1015 of R.R.O. 1990

(General)

Note: Regulation 1015 has previously been amended. Those amendments are listed in the Table of Regulations -- Legislative History Overview which can be found at www.e-Laws.gov.on.ca.

1. Clause (b) of the definition of "finance company" in subsection 1 (2) of Regulation 1015 of the Revised Regulations of Ontario, 1990 is revoked and the following substituted:

(b) distributes its securities in Ontario, without filing a prospectus in respect thereof, in reliance on subsection 2.35 (2) of National Instrument 45-106 Prospectus and Registration Exemptions,

2. Subsection 69 (2) of the Regulation is revoked.

3. Sections 71 to 78 of the Regulation are revoked.

4. Subsection 101 (1) of the Regulation is amended by striking out "section 148 is applicable" and substituting "section 3.8 of National Instrument 45-106 Prospectus and Registration Exemptions applies".

5. Section 137 of the Regulation is revoked.

6. Section 148 of the Regulation is revoked.

7. Sections 150 and 151 of the Regulation are revoked.

8.

(1) Clauses (d) and (d.1) of the definition of "COATS security" in section 152 of the Regulation are revoked and the following substituted:

(d) a security of a private issuer as defined in subsection 2.4 (1) of National Instrument 45-106 Prospectus and Registration Exemptions,

(d.1) a security that, under subsection 2.13 (1), 2.20 (1), 2.21 (1), 2.34 (2), 2.35 (1), 2.36 (2), 2.37 (1) or 2.38 (1) of National Instrument 45-106 Prospectus and Registration Exemptions, is exempt from registration,

(d.2) a security that, under subsection 2.4 (1), 2.5 (1) or 2.6 (1) or (2) of Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions, is exempt from registration,

(d.3) a security that is exempt from registration by virtue of section 8.3 of Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions, or

(2) Clause (d.2) of the definition of "COATS security" in section 152 of the Regulation, as made by subsection (1), is amended by adding "or" at the end.

(3) Clause (d.3) of the definition of "COATS security" in section 152 of the Regulation, as made by subsection (1), is revoked.

9. Clause 154 (1) (c) of the Regulation is revoked and the following substituted:

(c) a trade made in reliance on an exemption set out in section 2.3, 2.7, 2.8, 2.10 or 2.15 of National Instrument 45-106 Prospectus and Registration Exemptions.

10. Clause (i) of the definition of "designated institution" in subsection 204 (1) of the Regulation is revoked and the following substituted:

(i) a company or person, other than an individual, that is an accredited investor as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions,

11. Section 206 of the Regulation is revoked.

12. Subsection 230 (1) of the Regulation is revoked and the following substituted:

(1) This Part does not apply to any trading, purchasing of or advising with respect to securities referred to,

(a) in subsection 2.4 (1), 2.5 (1) or 2.6 (1) or (2) of Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions; or

(b) in subsection 2.13 (1), 2.20 (1), 2.21 (1), 2.34 (2), 2.35 (1), 2.36 (2), 2.37 (1) or 2.38 (1) of National Instrument 45-106 Prospectus and Registration Exemptions.

13. Forms 24, 25 and 26 of the Regulation are revoked.

14.

(1) Subject to subsection (2), this Regulation comes into force on the day that the rule made by the Ontario Securities Commission on June 14, 2005 entitled "National Instrument 45-106 Prospectus and Registration Exemptions" comes into force.

(2) Subsections 8 (2) and (3) come into force on the later of,

(a) December 1, 2005; or

(b) the day that subsection (1) comes into force.

Made by:

Ontario Securities Commission:

"Susan Wolburgh Jenah"

Vice-Chair

"Paul M. Moore"

Vice-Chair

Date made: June 29, 2005

I certify that I have approved this Regulation.

"Gerry Phillips"

Minister of Government Services

Date approved: [August 29, 2005]

Note: The rule made by the Ontario Securities Commission on June 14, 2005 entitled "National Instrument 45-106 Prospectus and Registration Exemptions" comes into force on September 14, 2005.