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CSA Staff Notice 45-308, Guidance for Preparing and Filing Reports of Exempt Distribution under NI 45-106 Prospectus Exemptions Revised

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Jun 25, 2015

On June 25, 2015, staff of the Canadian Securities Administrators (CSA) published this Staff Notice highlighting issues identified in some reports of exempt distribution filed in Form 45-106F1 Report of Exempt Distribution under National Instrument 45-106, Prospectus Exemptions.

The following are issues observed during the review of Forms F1 filed with the CSA:

  • Failing to use the correct form
  • Failing to file the F1 on time
  • Failing to pay the required fee
  • Failing to include a complete list of purchasers in the F1
  • Failing to reconcile information in the F1
  • Incorrectly identifying the number of purchasers
  • Relying on unavailable exemptions
  • Failing to disclose all commissions and finder’s fees
  • Failing to provide complete information regarding convertible or exchangeable securities distributed
  • Improperly reporting distributions under the minimum amount exemption
  • Failing to certify the F1

Review the Staff Notice.

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