Notice

General Ruling/Order 11-906 Offering Memorandum Specification Order
On June 1, 2006 the Director of the Commission’s Securities Division will issue General Ruling/Order 11-906 Offering Memorandum Specification Order (“GRO 11-906”).  In GRO 11-906 the Director specifies the documents that are not offering memoranda pursuant to subclause 2(1)(ff)(ii) of The Securities Act, 1988.   

In GRO 11-906 the Director specifies that document is not an offering memorandum if it is used in connection with a distribution under an exemption from the prospectus requirements of the Act contained in National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”), unless it is document used in connection with a distribution under an exemption in one of the following sections of NI 45-106: 

(a)     section 2.3 – Accredited investor

(b)     section 2.5 – Family, friends and business associates

(c)     section 2.9 – Offering memorandum

(d)     section 2.10 – Minimum amount investment

(e)     section 2.12 – Asset acquisition

(f)       section 2.13 – Petroleum, natural gas and mining properties

(g)     section 2.19 – Additional investment in investment funds

(h)     section 2.30 – Isolated trade by issuer

(i)    section 5.2 – TSX Venture Exchange offering

The Director has also specified that a document is not an offering memorandum if it is used in connection with a distribution under an exemption from the prospectus requirements in one of the following General Rulings/Orders:   

(a)     General Ruling/Order 45-911 Co-operative and Credit Union Exemption;

(b)     General Ruling/Order 45-913 Exemptions for Capital Accumulation Plans

(c)     General Ruling/Order 45-914 Exemptions for Reinvestment Plans

(d)     General Ruling/Order 45-914 Exemptions for Certain Supernational Agencies

Questions
Please refer questions to:

Dean Murrison
Deputy Director, Legal and Registration Branch
(306) 787-5879
dmurrison@sfsc.gov.sk.ca