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.
41-303 CSA Staff Notice Harmonization of Prospectus Requirements Across the CSA April 5, 2002 Notice of the CSA's project to harmonize the long form prospectus regime across Canada by Spring 2003.
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

Forms

Frequently Asked Questions

 

In effect in Saskatchewan March 9, 2001 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
43-304 CSA Staff Notice Prospectus Filing Matters - Arthur Andersen LLP Consent June 28, 2002 Provides guidance to former clients of Arthur Andersen LLP - Canada about financial statements audited by the firm that are included in prospectuses and other documents.

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. Gives notice that companies may make offerings in Saskatchewan under the Canadian Venture Exchange's Capital Pool Company program.  Gives an outline of how the Capital Pool Company program works.

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 to National Instrument, Companion Policy and Form 44-101F3  effective March 30, 2004.

Forms 44-101F1 and F2 revoked March 30, 2004 

In effect in Saskatchewan Mar 9, 2001.  Amended September 30, 2003 Prescribes conditions for the use of a short form prospectus to distribute securities to the public. Replaces National Policy Statement 47 Prompt Offering Qualification System.
44-101CP Companion Policy Short Form Prospectus Distributions In effect in Saskatchewan March 9, 2001.   Companion Policy to National Instrument 44-101 Short Form Prospectus Distributions
44-102 National Instrument Shelf Distributions In effect in Saskatchewan March 9, 2001 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 March 9, 2001 Companion Policy to National Instrument 44-102 Shelf Distributions
44-103 National Instrument Post-Receipt Pricing In effect in Saskatchewan March 9, 2001 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 March 9, 2001 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.

44-601

Local Policy Statement

Requirements for Use of the Alberta Stock Exchange Offering Prospectus

February 3, 1994.

Sets out the conditions on which the Commission recognizes the Alberta Stock Exchange's Exchange Offering Prospectus pursuant to subsection 58(3) of the Act.

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. 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 Multilateral Instrument Resale of Securities including Form 45-102F1 Nov 30, 2001.  Amended September 30, 2003.

Repealed and replaced on March 30, 2004

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

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 
45-103 Multilateral Instrument Capital Raising Exemptions

Form 45-103F1 Offering Memorandum for Non-Qualifying Issuers

Form 45-103F2 Offering Memorandum for Qualifying Issuers

Form 45-103F3 Risk Acknowledgement

Form 45-103F4 Report of Exempt Distribution

Form 45-103F5 Risk Acknowledgement - Saskatchewan Close Personal Friends and Close Business Associates

June 16, 2003

Amended March 30, 2004

Contains four exemptions that allow the raising of capital without complying with the registration and prospectus requirements :

1.  private issuer,
2.  family, friends and business associates,
3.  offering memorandum, and
4.  accredited investor.

 

45-103CP Companion Policy Capital Raising Exemptions June 16, 2003

Amended March 30, 2004

Companion policy to MLI 45-103
45-105 Multilateral Instrument Trades to Employees, Senior Officers, Directors and Consultants

Amendments effective March 30, 2004

August 15, 2003 Provides exemptions from the prospectus and registration requirements for trades of an issuer’s securities to the issuer’s employees, non-employee directors and certain consultants.
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.
45-303 CSA Staff Notice Interpretation of the Amalgamation Exemption August 8, 2003 Provides guidance regarding staff's interpretation of the amalgamation exemption.

45-601

Local Policy Statement

Community Ventures - Section 83 Rulings

April 2, 1993.

Sets out the conditions on which the Commission will grant a section 83 discretionary ruling for ventures in rural Saskatchewan.  See the information package for more information.

45-602

Local Policy Statement

Qualified Investor Exemption

September 20, 1993.

Specifies certain matters the Commission has the power to determine under the qualified investor exemption. Also sets out the procedure for those using the exemption.  See the information package for more information.

45-603

Local Policy Statement

$150,000 Exemption

February 3, 2000.

Sets out how the Commission interprets the use of the $150,000 registration and prospectus exemption in the Act.

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 Multilateral Instrument 45-103 Capital Raising Exemptions June 26, 2003 Describes how Commission staff will monitor the use of the exemptions under MI 45-103 to ensure that issuers are complying with the conditions that attach to the 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

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

September 23, 1992.

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

45-905

General Exemption Order

In the Matter of Trades by Issuers Upon Exercise of Certain Conversion or Exchange Rights

July 8, 1996.

Grants registration and prospectus exemption to facilitate trades by issuers upon exercise of certain conversion or exchange rights.

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.

45-908 General Exemption Order Offering Memorandum Exemption in Clauses 39(1)(y) and 81(1)(s) Feb 13, 2003 Waives the limit on the amount raised and the advertising prohibition in the exemption under clauses 39(1)(y) and 81(1)(s)
45-909 General Exemption Order Short Term Debt Exemption July 10, 2003 Grants a registration and prospectus exemption to trades in negotiable promissory notes or commercial paper on certain conditions.
45-910 General Exemption Order TSX Venture Exchange's Short Form Offering Exemption Feb 23, 2004.

Amended March 1, 2004.

Amended March 30, 2004.

Grants an exemption from the prospectus requirements for distributions made pursuant to TSX Venture Exchange's Policy 4.6 Public Offerings by Short Form Offering Document and Form 4H Short Form Offering Document.

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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.
46-302 CSA Staff Notice Consent to Amend Existing Escrow Agreements June 15, 2001 Provides guidelines under which securities regulators will permit existing escrow agreements to be amended to reflect the release terms outlined in CSA Notice 46-301 Proposal for Uniform Terms of Escrow Applicable to Initial Public Distributions.

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.

47-501

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  

47-901

General Exemption Order

Testing the Waters

July 9, 1996.

Grants registration and prospectus exemption to certain activity to gauge the interest of potential investors in a proposed trade of securities.

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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