45-106 - Prospectus Exemptions (National Instrument)
Securities Division
4th Floor, 2365 Albert Street
Regina, SK, S4P 4K1
Tel: (306)787-5645
Fax: (306)787-5899
Email: fcaa@gov.sk.ca
Documents & Links
45-106 - Prospectus Exemptions (National Instrument)
- National Instrument 45-106 Prospectus Exemptions45_106_ni_july_28_2016.pdf
Effective Date: September 14, 2005. Consolidated to June 30, 2016.
National Instrument 45-106 Prospectus Exemptions sets out exemptions from the prospectus requirements in the The Securities Act, 1988.
- CSA Notice and Amendments to National Instrument 45-10645_106_ni_amendments_and_csa_notice_june_19_2025.pdf
The purpose of the amendments and changes are to codify previously granted relief related to changes at some recognized exchanges and to align our requirements with changes made to the Canada Business Corporations Act (CBCA). The amendments and changes address the following:
- the creation of a senior tier at the Canadian Securities Exchange (CSE), which is intended to be a non-venture tier;
- to ensure that requirements for non-venture issuers will also apply to those reporting issuers that are listed on the CSE Senior Tier;
- the name change of the PLUS markets to AQSE Growth Market;
- the name change of Aequitas Neo Exchange Inc. to Cboe Canada Inc.; and,
- amendments to the Canada Business Corporations Act dealing with “majority voting”.
The amendments are expected to be adopted by each member of the CSA, where applicable, and provided all necessary regulatory and ministerial approvals are obtained, the amendments will come into force on September 19, 2025.
- Amendments to National Instrument 45-10645_106_amendments_july_15_2023.pdf
Effective Date: September 13, 2023. If this Instrument is filed with the Registrar of Regulations after September 13, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations.
- Amendments to National Instrument 45-10645_106_ni_amendments_2023_03_23.pdf
Effective Date: June 9, 2023. In Saskatchewan: June 20, 2023.
- The Securities Commission (Adoption of National Instruments) (NI 45-106) Amendment Regulations, 2023sr_46_2023_filed_45_106_ni_ar_06_20_23.pdf
Effective Date: March 8, 2023. In Saskatchewan: June 20, 2023.
- Amendments To National Instrument 45-106 Prospectus Exemptions45_106_ni_amendments_december_8_2022.pdf
Effective Date: March 8, 2023. In Saskatchewan: June 20, 2023.
- The Securities Commission (Adoption of National Instruments) (NI 13-101, NI 45-102 and NI 45-106) Amendment Regulations, 2022sr_3_2023_filed_45_106_ni_et_al_ar_02_06_23.pdf
Effective Date: February 6, 2023.
- Amendments to National Instruments 45-10645_106_ni_amendments_september_8_2022.pdf
Effective Date: February 6, 2023.
- Amendments to National Instrument 45-106, et al.1_2022_sr_filed_31_103_ni_et_al_ar_02_08_22.pdf
Effective Date: January 5, 2022. In Saskatchewan: February 8, 2022.
- Amendments to National Instrument 45-10645_106_ni_amendments_5_october_7_2021.pdf
Effective Date: January 5, 2022. In Saskatchewan: February 8, 2022.
- Amendments to National Instrument 45-106, et al.45_106_ni_march_1_2021.pdf
Effective Date: March 1, 2021.
- Amendments to National Instrument 45-10645_106_ni_march_15_2019.pdf
Effective Date: December 31, 2019.
- Amendments to National Instrument 45-10645_106_ni_october_5_2018.pdf
Effective Date: October 5, 2018. In Saskatchewan: October 12, 2018.
- Amendments to National Instrument 45-10645_106_ni_june_12_2018.pdf
Effective Date: June 12, 2018.
- Companion Policy 45-106CP45_106_cp_consolidation_eff_march_8_2023.pdf
Effective Date: September 14, 2005. Consolidated to March 8, 2023.
The purpose of this Companion Policy is to help users understand how the provincial and territorial securities regulatory authorities and regulators interpret or apply certain provisions of NI 45-106. This Companion Policy includes explanations, discussion and examples of the application of various parts of NI 45-106.
- Amendments to Companion Policy 45-10645_106_cp_amendments_2023_03_23.pdf
Effective Date: Subject to Ministerial approval – June 9, 2023.
- Changes to Companion Policy 45-106CP45_106_cp_changes_december_8_2022.pdf
Effective Date: March 8, 2023. In Saskatchewan: June 20, 2023.
- Changes to Companion Policy 45-106CP45_106_cp_changes_september_8_2022.pdf
Effective Date: February 6, 2023.
- Changes to Companion Policy 45-106CP45_106_cp_august_6_2020.pdf
Effective Date: March 1, 2021.
- Changes to Companion Policy 45-106CP45_106_cp_october_5_2018.pdf
Effective Date: October 5, 2018. In Saskatchewan: October 12, 2018.
- Form 45-106F1 Report of Exempt Distribution45_106_f1_july_10_2018.pdf
Effective Date: October 5, 2018. In Saskatchewan: October 12, 2018.
- Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers45_106_f2_effective_march_8_2023.pdf
Effective Date: September 28, 2009. Consolidated: March 8, 2023.
- Form 45-106F3 Offering Memorandum for Qualifying Issuers45_106_f3_april_30_2016.pdf
Effective Date: September 28, 2009. Consolidated: April 30, 2016.
- Form 45-106F4 Risk Acknowledgement45_106_f4_consolidation_eff_march_8_2023.pdf
Effective Date: September 28, 2009. Consolidated: March 8, 2023.
- Form 45-106F5 Risk Acknowledgement - Saskatchewan Close Personal Friends and Close Business Associates45_106_f5_september_28_2009.pdf
Effective Date: September 28, 2009.
- Form 45-106F7 Information Memorandum for Short-term Securitized Products Distributed under Section 2.35.145_106_f7_may_5_2015.pdf
Effective Date: May 5, 2015.
- Form 45-106F8 Monthly Disclosure Report for Short-term Securitized Products Distributed under Section 2.35.145_106_f8_may_5_2015.pdf
Effective Date: May 5, 2015.
- Form 45-106F9 Form for Individual Accredited Investors45_106_f9_may_5_2015.pdf
Effective Date: May 5, 2015.
- Form 45-106F14 Rights Offering Notice for Reporting Issuers45_106_f14_december_17_2015.pdf
Effective Date: December 8, 2015. In Saskatchewan: December 17, 2015.
- Form 45-106F15 Rights Offering Circular for Reporting Issuers45_106_f15_december_17_2015.pdf
Effective Date: December 8, 2015. In Saskatchewan: December 17, 2015.
- Form 45-106F16 Notice of Use of Proceeds45_106_f16_april_30_2016.pdf
Effective Date: April 30, 2016.
- Form 45-106F18 Supplemental Offering Memorandum Disclosure for Syndicated Mortgages45_106_f18_consolidation_eff_march_8_2023.pdf
Effective Date: March 1, 2021. Consolidated March 8, 2023.
- Form 45-106F19 Listed Issuer Financing Document45_106_f19_september_8_2022.pdf
Effective Date: February 6, 2023.
- Schedule 1 Classification of Investors Under the Offering Memorandum Exemption45_106_s1_april_30_2016.pdf
Effective Date: April 30, 2016.
- Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption45_106_s2_april_30_2016.pdf
Effective Date: April 30, 2016.