Government of Saskatchewan Western Red Lilies
Financial Services Commission
   Securities Division

 
Regulatory Instruments  by Subject Matter
TABLE OF CONTENTS

PART 4 - DISTRIBUTION REQUIREMENTS

Prospectus Contents - Non-Financial Matters

41-101 National Instrument Prospectus Disclosure Requirements In effect in Saskatchewan March 9, 2001 Consolidates the prospectus disclosure requirements  in National Policy Statement No. 12 Disclosure of "Market Out" Clauses in Underwriting Agreements in Prospectuses, National Policy Statement No. 32 Prospectus Warning Re: Scope of Distribution and National Policy Statement No. 35 Purchaser’s Statutory Rights.
41-201 National Policy Income Trusts and Other Direct Offerings December 3, 2004 Provides guidance and clarification to market participants about income trusts and other indirect offerings.  Expresses views of CSA about how the existing regulatory framework applies to non-corporate issuers and to indirect offerings.
41-304 CSA Staff Notice Income trusts:  prospectus disclosure of distributable cash August 26, 2005 Provides guidance on the information that income trusts are expected to disclose in a prospectus about estimated distributable cash.
41-901 General Exemption Order Use of Prospectus Complying with OSC Rule 41-501 Prospectus Requirements December 20, 2000. Exempts issuers from the requirements in the Act and Regulations as to the form and content of a prospectus, if they comply with the form and content requirements of OSC Rule 41-501.
Prospectus Contents - Financial Matters
42-303 CSA Staff Notice Prospectus Requirements March 12, 2004 Indicates that staff will recommend relief form certain prospectus rules that are not consistent with NI 51-102 or NI 52-107.

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Prospectus Filing Matters

43-101 National Instrument Standards of Disclosure for Mineral Projects




 

Companion policy



Form 43-101F1 Technical Report


Frequently Asked Questions

In effect in Saskatchewan Mar 9, 2001.  Amended and restated December 30, 2005. 


Amended and restated December 30, 2005






December 30, 2005

 

Regulate all disclosure that an issuer makes concerning mineral projects that is reasonably likely to made available to the public. Consolidates and expands National Policy Statements 2-A Guide for Engineers, Geologists and Prospectors Submitting Reports on Mining Properties to the Canadian Securities Administrators.

43-201

National Policy

Mutual Reliance Review System for Prospectuses and Annual Information Forms

January 1, 2000.

Establishes a mutual reliance review system for prospectuses and AIFs.

43-302 CSA Staff Notice Frequently Asked Questions on National Instrument 43-101 Standards of Disclosure for Mineral Projects October 19, 2001.  Amended February 8, 2002. Amended Jan 24, 2003 Sets out frequently asked questions and answers concerning National Instrument 43-101 Standards of Disclosure for Mineral Projects
43-306 CSA Staff Notice Technical reports filed for prospectus offerings June 2, 2006 Sets out planned a change to  administrative practices related to:  1. public access to technical reports and related materials filed with preliminary prospectuses; and 2.  the technical materials an issuer must file before a member of the CSA will issue a receipt for a preliminary prospectus.

43-601

Local Policy Statement

Unconscionable Consideration - Promoters

February 22, 1988.

Sets out how the Commission interprets clause 70(2)(b) of the Act.

43-701 Saskatchewan Staff Notice Capital Pool Companies May 31, 2000.

Amended February 22, 2005

Gives notice that companies may make offerings in Saskatchewan under TSX Venture Exchange's Capital Pool Company program. 

43-901

General Exemption Order

Trade Unions Which Sponsor Labour Sponsored Venture Capital Corporations

February 5, 1997.

Exempts trade unions which sponsor labour sponsored ventures capital offerings from signing the prospectus certificate on certain conditions.

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Alternative Forms of Prospectus

44-101 National Instrument Short Form Prospectus Distributions

 

 


 

 

Amendments

 

Form 44-101F1

Amendments to Form 44-101F1

In effect in Saskatchewan Mar 9, 2001.  Amended September 30, 2003.  Amended  March 30, 2004.  Amended January 4, 2005.  Amended December 30, 2005.

In effect December 29, 2006


December 30, 2005

In effect December 29, 2006

 


 

Prescribes conditions for the use of a short form prospectus to distribute securities to the public. 
44-101CP Companion Policy Short Form Prospectus Distributions

 

 

 

In effect in Saskatchewan Mar 9, 2001.  Amended  March 30, 2004.
Amended Jan 4, 2005.  Amended
December 30, 2005.
Companion Policy to National Instrument 44-101 Short Form Prospectus Distributions
44-102 National Instrument Shelf Distributions

 

 

In effect in Saskatchewan Mar 9, 2001.  Amended
December 30, 2005




 

Regulates Canadian shelf prospectus distributions.  Reformulates and replaces National Policy Statement 44 Rules for Shelf Prospectus Offerings and for Pricing Offerings after the Final Prospectus is Receipted ("NP44")
44-102CP Companion Policy Shelf Distributions

 

 

In effect in Saskatchewan Mar 9, 2001.  Amended
December 30, 2005.
Companion Policy to National Instrument 44-102 Shelf Distributions
44-103 National Instrument Post-Receipt Pricing

 

 

In effect in Saskatchewan Mar 9, 2001.  Amended
December 30, 2005
Regulates the Canadian post-receipt pricing regime. Reformulates and replaces the provisions of NP44 relating to post-receipt pricing.
44-103CP Companion Policy Post-Receipt Pricing


 

In effect in Saskatchewan Mar 9, 2001.  Amended December 30, 2005. Companion Policy to National Instrument 44-103 Post-Receipt Pricing
44-301 CSA Staff Notice Frequently Asked Questions Regarding the New Prospectus Rules Mar 15, 2002 Sets out frequently asked questions and answers respecting:
*  National Instrument (NI) 44-101 Short Form Prospectus Distributions, *  NI 44-102 Shelf Distributions,
*  NI 44-103 Post-Receipt Pricing and
*  OSC rule 41-501 General Prospectus Requirements.
44-302 CSA Staff Notice Replacement of NI 44-101 Short Form Prospectus Distributions December 16, 2005 Sets out a list of issuers that have a current AIF as of Dec 9, 2005, and are deemed to have filed a qualification notice under new NI 44-10.1
44-303 CSA Staff Notice Filing of Notice of Intent to be Qualified under NI 44-101 Short Form Prospectus Distributions March 10, 2006 Sets out how to file a Notice of Intent to be Qualified under NI 44-101 on SEDAR.
44-801 Implementing Order Implementing National Instrument 44-101 Short Form Prospectus Distributions. March 9, 2001 Grants exemptions necessary to implement National Instrument 44-101. 
44-802 Implementing Order Implementing National Instrument 44-102 Shelf  Distributions. March 9, 2001 Grants exemptions necessary to implement National Instrument 44-102. 
44-803 Implementing Order Implementing National Instrument 44-103 Post-Receipt Pricing. March 9, 2001 Grants exemptions necessary to implement National Instrument 44-103. 

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Prospectus Exempt Distributions

45-101 National Instrument Rights Offerings

 

In effect in Saskatchewan July 25, 2001.  Amended September 30, 2003.  Amended September 14, 2005. Sets out how an issuer may make a rights offering to sell additional securities of its own issue to holders of its securities.
45-101CP Companion Policy Rights Offerings In effect in Saskatchewan July 25, 2001.  Amended September 30, 2003. Companion Policy to National Instrument 45-101 Rights Offerings.
45-102 National  Instrument Resale of Securities including Form 45-102F1

 

Nov 30, 2001.  Amended September 30, 2003. Repealed and replaced on March 30, 2004.
Amended Sept 14, 2005.
Implements uniform first trade restrictions for securities acquired under registration and prospectus exemptions. 
45-102CP Companion Policy Resale of Securities

 

Nov 30, 2001 Repealed and replaced March 30, 2004.
Amended September 14, 2005.
Companion Policy to Multilateral Instrument 45-102 Resale of Securities
45-302 CSA Staff Notice Frequently asked questions about the resale rules April 2, 2004 Answers frequently asked questions about NI 45-102 
45-106 National Instrument Prospectus and Registration Exemptions

Form 45-106F1 Report of Exempt Distributions

Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers

Form 45-106F3 Offering Memorandum for Qualifying Issuers

Form 45-106F4 Risk Acknowledgement

Form 45-106F5 Risk Acknowledgement - Saskatchewan Close Personal Friends and Close Business Associates

September 14, 2005 Sets out exemptions from the prospectus and registration requirements in the Act.
45-106 Companion Policy Prospectus and Registration Exemptions September 14, 2005 Companion policy to NI 45-106
45-301 CSA Staff Notice Implementation of Multilateral Instrument 45-102 Resale of Securities November 30, 2001 Clarifies the application of Multilateral Instrument 45-102 Resale of Securities to resource issuers
45-302 CSA Staff Notice Frequently Asked Questions Regarding the Resale Rules in NI 45-102 April 2, 2004 Answers frequent questions about Multilateral Instrument 45-102 Resale of Securities.
45-304 CSA Staff Notice Notice of Local Exemptions Related to NI 45-106 September 9, 2005 Lists local prospectus and registration  exemptions in force after NI 45-106 comes into force.
45-305 CSA Staff Notice Frequently Asked Questions regarding NI 45-106 Prospectus and Registration Exemptions December 2, 2005  

45-701

Local Staff Notice

Applications Pursuant to Subsection 44(3) of The Securities Act, 1988

September 27, 1991.

Sets out when you do not have to make a formal application under subsection 44(3) to make a listing representation.

45-703 Saskatchewan Staff Notice Monitoring the Use of the Exemptions Under National  Instrument 45-106 Prospectus and Registration Exemptions June 26, 2003.  Amended September 14, 2005. Describes how Commission staff will monitor the use of certain capital raising  exemptions under NI 45-106 to ensure that issuers are complying with the conditions that attach to the exemptions.
45-704 Saskatchewan Staff Notice Review of Offering Memoranda Filed Under NI 45-106 Prospectus and Registration Exemptions Jan 6, 2005

Amended September 14, 2005

Sets out the deficiencies found on staff's review of offering memoranda filed under MI 45-103 Capital Raising Exemptions.  Provides guidance on preparing OMs in good form.  Also sets out the consequences that may flow if OMs are deficient.
45-705 Saskatchewan Staff Notice Preparation and Audit Requirements for Future Oriented Financial Information included in NI 45-106 Offering Memoranda Feb 3, 2005.  Amended September 14, 2005. Sets out staff's views relating to the preparation and audit of future oriented financial information included in offering memoranda prepared under NI 45-106 Prospectus and Registration Exemptions. 
45-801 Implementing Order Implementing Multilateral Instrument 45-102 Resale of Securities November, 30, 2001 Grants exemptions necessary to implement Multilateral Instrument 45-102.  Also amends prior Commission rulings to substitute the resale rules in MI 45-102 for the resale rules in the rulings.

45-901

General Exemption Order

Self-Directed Registered Education Savings Plans

October 24, 1990.

Grants registration and prospectus exemption to self-directed education savings plans approved under the ITA.

45-902

General Exemption Order

Introduction

Exemptions for Certain Trades by and to Labor-sponsored Venture Capital Corporations

Sept 23, 1992.  Amended and restated January 5, 2005

Grants registration and prospectus exemptions to facilitate labour-sponsored venture capital offerings on certain conditions.

45-906

General Exemption Order

Rulings granted under Saskatchewan Policy Statement 45-601 - "Community Ventures - Section 83 Rulings" and Resale Restrictions in those Rulings

July 17, 1997.

Varies rulings granted to date under the Community Venture policy to relax the resale restrictions on securities acquired under those rulings.

45-912 General Exemption Order Exemption for Co-operatives and Credit Unions September 14, 2005 Grants prospectus and registration exemptions to co-operatives and credit unions that issue securities in accordance with The Co-operative Act and The Credit Union Act, 1998.
45-913 General Exemption Order Exemptions for Capital Accumulation Plans October 21, 2005 Grants exemptions to permit trades in securities of a mutual fund to a capital accumulation plan or to a member of a capital accumulation plan on certain conditions.
45-914 General Exemption Order Exemptions for Reinvestment Plans November 25, 2005 Grants on exemption from the dealer registration and prospectus requirements for trades of securities under dividend and distribution reinvestment plans.  Is similar to the exemption in section 2.2 of NI 45-106 without the restriction that the securities traded must be of the same class that the dividend or distribution was paid on.
45-915 General Exemption Order Exemptions for Certain Supranational Agencies May 4, 2006 Grants an exemption from the dealer registration and prospectus requirements for trades in debt security of or guaranteed by the African Development Bank, the Caribbean Development Bank and the European Bank for Reconstruction and Development.
45-916 General Exemption Order Exemption for Solicitations of Expressions of Interest May 25, 2006 Grants an exemption to permit solicitations of expressions of interest before the filing of a prospectus for securities to be issued pursuant to over-allotment options, on specified conditions.

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Requirements Affecting Distributions by Certain Issuers

46-201 National Policy Escrow for Initial Public Offerings June 30, 2002 Describes the circumstances where securities regulators consider an escrow agreement necessary and the terms of escrow we consider appropriate.

 

46-201F1 Form Escrow Agreement June 30 2002 Sets out the form of escrow agreement under National Policy 46-201
46-301 CSA Staff Notice Proposal for Uniform Terms of Escrow Applicable to Initial Public Distributions March 17, 2000 Summarizes the key elements of a CSA proposal for uniform terms of escrow that would apply to initial public distributions of securities by prospectus ("IPOs").  States that until a national instrument is implemented, securities regulatory staff will be guided by the proposal as outlined in the notice in dealing with escrow arrangements under IPOs after the date of the notice.
46-303 CSA Staff Notice Principal-Protected Notes July 7, 2006 Details the CSA's concerns about the distribution and sale of principal protected notes and the CSA's proposed course of action.

46-501

Local Instrument

Disclosure of Cash Calls

January 17, 2000.

Imposes additional disclosure requirements when the terms of a limited partnership agreement in an offering include a cash call.

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Advertising and Marketing Material

47-201

National Policy

Trading Securities Using the Internet and Other Electronic Mean

January 1, 2000.

States the views of the CSA on a number of matters relating to the use of the Internet and other electronic means of communication in connection with trades and distributions of securities.

47-302 CSA Staff Notice Pre-marketing of underwriters' options on bought deals April 21, 2006 Sets out staffs' views that the exemption from the prospectus requirement in para 7.1(a) of NI 44-101 that  permits pre-marketing of bought deals does not apply to securities acquired by underwriters under an option granted by an issuer.

47-501

Local Instrument

Marketing Communications

September 19, 2000.

Set standards that apply to marketing communications. A "marketing communication" is any oral or written communication disseminated by any means by or on behalf of an issuer to promote a trade or that could reasonably be regarded as promoting a trade in a security (other than a mutual fund security) of the issuer or of an affiliate of the issuer. Into force Sept 19/00

47-501CP Companion Policy Companion Policy to Local Instrument 47-501 Marketing Communications September 19, 2000  

Distribution Restrictions

48-901

General Exemption Order

Listing Representations

June 16, 1998.

Grants exemptions on certain conditions from the prohibition in subsection 44(3) of the Act against listing representations.

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